Approved Agreements and Contracts 2024-03-26 Sale of 8 Vacant Lots to S. Benedict

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                          PURCHASE AND DEVELOPMENT AGREEMENT


           This Purchase and Development Agreement (“Agreement”) is made March 26th, 2024 (“Effective
 Date”), between the City of Muskegon, a Michigan municipal corporation, of 933 Terrace Street,
 Muskegon, Michigan 49440 (“City”), and Stephens Homes and Investments, LLC, a Michigan limited
 liability company, of 1042 Terrace Street, Muskegon, Michigan 49442 (“Developer”), with reference to the
 following facts:


                                                 Background


         A.      Developer proposes to purchase and develop eight (8) vacant properties owned by City,
 which are all located in the City of Muskegon, Muskegon County, Michigan, and each commonly known
 and legally described on the attached Exhibit A (each property individually, a “Parcel” and collectively
 “Project Properties’).


           B.       City and Developer desire to establish the terms, covenants, and conditions upon which
_ City will sell and Developer-will purchase and develop the Project Properties. Developer intends to.develop
  on each of the Project Properties a single-family house (the “Project’),

          Therefore, for good and valuable consideration, the parties agree as follows:

           1.      Sale and Purchase of Project Properties. City agrees to sell to Developer, and Developer
  agrees to purchase from City, on the terms and subject to the conditions set forth in this Agreement, the
  Project Properties, subject to reservations, restrictions, and easements of record.

  2.      Purchase Price. The total purchase price for the Project Property shall be $32,550.00, which shall
  be paid in cash or other immediately available funds at Closing (defined below) less the $1000 deposit that
  the Developer has paid to the City of Muskegon.

  Pursuant to Paragraph 3(b) below, the parties acknowledge and agree that Developer shall be eligible to be
  reimbursed all or a portion of the purchase price for each Parcel upon the completion of certain design
  standards as further described herein.

          3.        Construction and Development Requirements.

                   a.      Construction Dates. The parties acknowledge and agree that Developer shall have
          a period of twenty-four (24) months from the date of Closing to complete the Project (“Construction
          Period”), except as otherwise provided in this Agreement or as otherwise mutually agreed upon by
          the parties in writing.


                  b.       Construction Details; Purchase Price Reimbursement. Developer’s construction
          and development of the Project Properties shall be in substantial conformance with its plans and
          specifications provided to City by Developer or as otherwise agreed upon in writing between City
          and Developer. As referenced above, Developer shall be eligible for reimbursement of all or a
          portion of the purchase price for each of the Project Properties upon Developer’s satisfaction of the
          following design standards for each single-family home it constructs on the Project Properties:




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                         Design Standard                    Purchase Price Reimbursement for Parcel
            Open front porch of at least 60 sq, ft.                           20%
            Picture or bay window                                             20%
            Alley-loaded parcel                                               20%
            Shutter or other acceptable window                                20%
            treatments
            Underground Sprinkling                                                20%

        (By way of example only: If Developer completes three of the design standards listed above for
        the construction at the Parcel located at 1172 Marquette Ave, Developer would be reimbursed
        $6,000.00, which is 60% of the $8,000.00 purchase price for this Parcel. If Developer completes
        all five design standards, Developer would be reimbursed the entire purchase price for this Parcel.)

        4.       Right of Reversion. Notwithstanding anything herein to the contrary, and as security for
Developer’s obligation to commence and complete construction of a single-family house on each of the
Project Properties, the quit claim deed conveying the Project Properties to Developer shall contain a right
of reversion in all of the Project Properties (“City’s Reversionary Right”), which may be exercised by City,
in its sole and absolute discretion, if any of the following conditions occur:

                  a.    Developer does not commence construction within sixty (60) days after the date of
        Closing, in which case title to all of the Project Properties shall automatically revert to City upon
        the terms and conditions further provided in this Paragraph 4 below. For purposes of this Paragraph
        A4(a), commencing construction means furnishing labor and materials to at least one Parcel of the
        Project Properties and beginning installation of the approved single-family home(s).

                 b.      Developer does not complete construction of all Project Properties prior to
        expiration of the Construction Period, in which case title to any of the Project Properties that are
        not complete by the end of the Construction Period shall automatically revert to City upon the terms
        and conditions further provided in this Paragraph 4 below. For purposes of this Paragraph 4(b),
        completing construction means the issuance of an occupancy permit by City for all of the Project
        Properties, Provided, however, the parties agree to reasonably negotiate an extension of the
        Construction Period up to a period of six (6) months for any of the Project Properties that have a
        completed foundation before the expiration of the initial Construction Period.

If any of the above conditions occur, City shall automatically have City’s Reversionary Right to reacquire
title to any or all of the Project Properties, as the case may be. To exercise City’s Reversionary Right
described herein, City must provide written notice to Developer (or its permitted successors, assigns, or
transferees) within thirty (30) days of Developer’s failure under this Agreement, but in any event prior to
Developer satisfying the conditions set forth in Paragraph 4(a) or Paragraph 4(b) above, as the case may
be, and record such notice with the Muskegon County Register of Deeds. Upon request of City, Developer
shall take all reasonable steps to ensure City acquires marketable title to any or all of the Project Properties,
as the case may be, through its exercise of its rights under this Paragraph within thirty (30) days of City’s
demand, including without limitation, the execution of appropriate deeds and other documents.

In addition, if any or all of the Project Properties revert to City, City may retain the purchase price for such
Project Properties free and clear of any claim of Developer or its assigns. In the event of reversion of title
of any or all of the Project Properties, improvements made on such Project Properties shall become the
property of City. In no event shall the Project Properties be in a worse condition than upon the date of
Closing. These covenants and conditions shall run with the land and be recorded in the quit claim deed
from City to Developer.




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       5.      Waiver of Water/Sewer Connection Fee. Upon the condition that all Project Properties
are completed no later than the Construction Completion Date, City agrees to waive the water/sewer
connection fee for all Project Properties.

         6.      Title Insurance. Within five (5) days after the Effective Date, Developer shall order a title
commitment for an extended coverage ALTA owner’s policy of title insurance issued by Transnation Title
Agency (the “Title Company”) for the Project Properties in the amount of the total purchase price for the
Project Properties and bearing a date later than the Effective Date, along with copies of all of the underlying
documents referenced therein (the “Title Commitment”). Developer shall cause the Title Company to issue
a marked-up commitment or pro forma owner’s policy with respect to the Project Properties at the Closing
naming Developer as the insured and in form and substance reasonably satisfactory to Developer, but
subject to Permitted Exceptions (defined below). As soon as possible after the Closing, Developer shall
 cause the Title Company to furnish to Developer an extended coverage ALTA owner’s policy of title
 insurance with respect to the Project Properties (the “Title Policy”). City shall be responsible for the cost
 of the Title Policy; provided, however, Developer shall be solely responsible for the cost of any
 endorsements to the Title Policy that Developer desires.

           7.       Title Objections. Developer shall have until the end of the Inspection Period (as defined
 below) within which to raise objections to the status of City’s title to the Project Properties. If objection to
 the title is made, City shall have seven (7) days from the date it is notified in writing of the particular defects
.claimed-to-either (a) remedy. the objections, or-(b)-notify Developer that it will-not remedy the objections.
 If Developer does not notify City in writing as to any title or survey objections, then Developer will be
  deemed to have accepted the condition of title as set forth in the Title Commitment. If City is unwilling or
  unable to remedy the title or obtain title insurance over such defects within the time period specified, then
  notwithstanding anything contained herein to the contrary, Developer may, at its option, upon written notice
  to City, either (i) terminate this Agreement and neither City nor Developer shall have any further obligation
  to the other pursuant to this Agreement, except as otherwise provided herein, or (ii) waive such objection,
  in which case such objection shall become a Permitted Exception, and thereafter proceed to the Closing
  according to the terms of this Agreement. Any matter disclosed on the Title Commitment that is waived or
  not objected to by Developer shall be deemed a “Permitted Exception.”

           8.     Property Taxes and Assessments. City shall be responsible for the payment of all real
  estate taxes and assessments that become due and payable prior to Closing, without proration. Developer
  shall be responsible for the payment of all real estate taxes and assessments that become due and payable
  after Closing, without proration.

          9,       Survey. Developer at its own expense may obtain a survey of any or all of the Project
  Properties, and Buyer or its surveyor or other agents may enter any of the Project Properties for that purpose
  prior to Closing. If no survey is obtained, Developer agrees that Developer is relying solely upon
  Developer's own judgment as to the location, boundaries, and area of the Project Properties and
  improvements thereon without regard to any representations that may have been made by City or any other
  person. In the event that a survey by a registered land surveyor made prior to Closing discloses an
  encroachment or substantial variation from the presumed land boundaries or area, City shall have the option
  of affecting a remedy within seven (7) days after disclosure, or terminate this Agreement. Developer may
  elect to purchase the Project Properties subject to said encroachment or variation.

          10.      Inspection Period. At Developer’s sole option and expense, Developer and Developer’s
  agents may conduct inspections of each of the Project Properties within thirty (30) days after the Effective
  Date (“Inspection Period”), Developer’s inspection under this Paragraph may include, by way of example
  but not limitation, inspections of any existing improvements to each Parcel, other systems servicing the




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Parcel, zoning, and the suitability for Developer’s intended purposes for each Parcel. If Developer, in
Developer’s reasonable discretion, is not satisfied with the results of the inspections for any reason,
Developer shall notify City in writing of Developer’s prior to expiration of the 30-day Inspection Period. If
Developer so notifies City, this Agreement shall be terminated and have no further force and effect. If no
written objection is made by Developer within the stated period, this inspection contingency shall be
deemed to be waived by Developer and the parties shall proceed to Closing in accordance with the terms
of this Agreement.


         11.     Condition of Project Properties. City and Developer acknowledge and agree that each
Parcel in the Project Properties is being sold and delivered “AS IS”, “WHERE IS” in its present condition.
Except as specifically set forth in this Agreement or any written disclosure statements, City has not made,
does not make, and specifically disclaims any and all representations, warranties, or covenants of any kind
or character whatsoever, whether implied or express, oral or written, as to or with respect to (i) the value,
nature, quality, or condition of any of the Project Properties, including without limitation, soil conditions,
and any environmental conditions; (ii) the suitability of the Project Properties for any or all of Developer’s
activities and uses; (ili) the compliance of or by the Project Properties with any laws, codes, or ordinances;
(iv) the habitability, marketability, profitability, or fitness for a particular purpose of the Project Properties;
(v) existence in, on, under, or over the Project Properties of any hazardous substances; or (vi) any other
matter with respect to the Project Properties. Developer acknowledges and agrees that Developer has or
will have the opportunity to perform inspections of the Project Properties pursuant to this Agreement and
that Developer is relying solely on Developer’s own investigation of the Project Properties and not on any
information provided to or to be provided by City (except as specifically provided in this Agreement). If
the transaction contemplated herein closes, Developer agrees to accept the respective Project Properties
acquired by Developer and waive all objections or claims against City arising from or related to such Project
Properties and any improvements thereon except for a breach of any representations or warranties or
covenants specifically set forth in this Agreement. In the event this transaction closes, then subject to City’s
express representations, warranties, and covenants in this Agreement, Developer acknowledges and agrees
that it has determined that the respective Project Properties it has acquired and all improvements thereon
are in a condition satisfactory to Developer based on Developer’s own inspections and due diligence, and
Developer has accepted such Project Properties in their present condition and subject to ordinary wear and
tear up to the date of Closing, The terms of this Paragraph shall survive the Closing and/or the delivery of
the deed.


         12,     Developer’s Representations and Warranties of Developer.                  Developer represents,
covenants, and warrants the following to be true:


                a.      Authority. Developer is a Michigan limited liability company. Developer has the
         power and authority to enter into and perform Developer’s obligations under this Agreement.

                  b,     Litigation. No judgment is outstanding against Developer and no litigation, action,
         suit, judgment, proceeding, or investigation is pending or outstanding before any forum, court, or
         governmental body, department or agency or, to the knowledge of Developer, threatened, that has
         the stated purpose or the probable effect of enjoining or preventing the Closing.


                  C.      Bankruptcy. No insolvency proceeding, including, without limitation, bankruptcy,
         receivership, reorganization, composition, or atrangement with creditors, voluntary or involuntary,
         affecting Developer or any of Developer's assets or properties, is now or on the Closing Date will
         be pending or, to the knowledge of Developer, threatened.




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       13,     Conditions Precedent. This Agreement and all of the obligations of Developer under this
Agreement are, at Developer’s option, subject to the fulfillment, before or at the time of the Closing, of
each of the following conditions:


                a.      Performance, The obligations, agreements, documents, and conditions required to
        be signed and performed by City shall have been performed and complied with before or at the date
        of the Closing.

                   b.     City Commission Approval. This Agreement is approved by the Muskegon City
        Commission.


        14.        Default.


                a.      By Developer. In the event Developer fails to comply with any or all of the
        obligations, covenants, warranties, or agreements under this Agreement and such default is not
        cured within ten (10) days after receipt of notice (other than Developer’s failure to tender the
        purchase price in full at Closing, a default for which no notice is required), then City may terminate
        this Agreement.


                b.       By City, In the event City fails to comply with any or all of the obligations,
        covenants, warranties or agreements under this Agreement, and such default is not cured within ten
        (10) days after receipt of notice, then-Developer-may either-terminate this Agreement or Developer
        may pursue its legal and/or equitable remedies against City including, without limitation, specific
        performance.


        15.        Closing.


                 a,     Date of Closing. The closing date of this sale shall be as mutually agreed by the
        parties, but in no event later than 60 days from the City Commission’s approval of the sale
        (“Closing”), unless this Agreement is terminated in accordance with its provisions. The Closing
        shall be conducted at such time and location as the parties mutually agree.

                   b.         Costs, The costs associated with this Agreement and the Closing shall be paid as
        follows: (i) Developer shall pay any state and county transfer taxes in the amount required by law;
        (ii) City shall pay the premium for the owner’s Title Policy, provided that Developer shall pay for
        any and all endorsements to the Title Policy that Developer desires; (iii) City shall be responsible
        to pay for the recording of any instrument that must be recorded to clear title to the extent required
        by this Agreement; (iv) Developer shall pay for the cost of recording the deed; and (v) Developer
        and City shall each pay one-half of any closing fees charged by the Title Company.

                 C.      Deliveries. At Closing, City shall deliver a quit claim deed for the Project
        Properties and Developer shall pay the purchase price. The quit claim deed to be delivered by City
        at closing shall include the City Right of Reversion described in Paragraph 4 above. The parties
         shall execute and deliver such other documents reasonably required to effectuate the transaction
         contemplated by this Agreement.


        16.      Real Estate Commission. Developer and City shall each be responsible for any fees for
any real estate agents, brokers, or salespersons regarding this sale that it has hired, but shall have no
obligation as to any fees for any real estate agents, brokers, or salespersons regarding this sale that the other
party has hired.




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         17.      Notices. All notices, approvals, consents and other communications required under this
Agreement shall be in writing and shall be deemed given: (i) when delivered in person, (ii) when sent by
fax or email: (iii) when sent by a nationally-recognized receipted overnight delivery service with delivery
fees prepaid; or (iv) when sent by United States first-class, registered, or certified mail, postage prepaid.
The notice shall be effective immediately upon personal delivery or upon transmission of the fax or email;
one day after depositing with a nationally recognized overnight delivery service; and five (5) days after
sending by first class, registered, or certified mail.

Notices shall be sent to the parties as follows:

        To City:          City of Muskegon
                          Attn.: Samantha Pulos, Code Coordinator
                          933 Terrace Street
                          Muskegon, MI 49440


         w/ copy to:      Parmenter Law
                          Attn.: John C. Schrier
                          601 Terrace Street, Suite 200
                          Muskegon, MI 49440
                          Email: john@parmenterlaw.com

         To Developer: Stephens Homes and Investments, LLC
                           Attn:
                           1042 Terrace Street
                           Muskegon, MI
                           Email:


         18,       Miscellaneous.


                   a,      Governing Law. This Agreement will be governed by and interpreted in
         accordance with the laws of the state of Michigan.

                 b.      Entire Agreement. This Agreement constitutes the entire agreement of the parties
         and supersedes any other agreements, written or oral, that may have been made by and between the
         parties with respect to the subject matter of this Agreement. All contemporaneous or prior
         negotiations and representations have been merged into this Agreement.

                   c.      Amendment. This Agreement shall not be modified or amended except in a
         subsequent writing signed by all parties.

                  d,      Binding Effect. This Agreement shall be binding upon and enforceable by the
         parties and their respective legal representatives, permitted successors, and assigns.

                  e.      Counterparts, This Agreement may be executed in counterparts, and each set of
          duly delivered identical counterparts which includes all signatories, shall be deemed to be one
          original document.


                   f.      Full Execution, This Agreement requires the signature of all parties. Until fully
          executed, on a single copy or in counterparts, this Agreement is of no binding force or effect and if
          not fully executed, this Agreement is void.




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                  g.     Non-Waiver, No waiver by any party of any provision of this Agreement shall
         constitute a waiver by such party of any other provision of this Agreement.


                  h,     Severability, Should any one or more of the provisions of this Agreement be
         determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality, and
         enforceability of the remaining provisions of this Agreement shal] not in any way be impaired or
         affected.

                  i,     No Reliance, Each party acknowledges that it has had full opportunity to consult
         with legal and financial advisors as it has been deemed necessary or advisable in connection with
         its decision to knowingly enter into this Agreement. Neither party has executed this Agreement in
         reliance on any representations, warranties, or statements made by the other party other than those
         expressly set forth in this Agreement.


                 j.      Assignment or Delegation. Except as otherwise specifically set forth in this
         Agreement, neither party shall assign all or any portion of its rights and obligations containedin
         this Agreement without the express or prior written approval of the other party, in which approval
         may be withheld in the other party's sole discretion.


                  k.      Venue and Jurisdiction. The parties agree that for purposes of any dispute in
         connection with this Agreement, the Muskegon County Circuit Court shall have exclusive personal
         and subject matter jurisdiction and that Muskegon County is the exclusive venue.


         This Agreement is executed effective as of the Effective Date set forth above.




                                                                               a -_;
CITY:                                                    DEVELOPER:

CITY OF MUSKEGON
                                                        Bye
                                                         STEPHENS HOMES AND INVESTMENTS, LLC




   :M
yName:    e are
       Ken Johiison                                      Name: a Peneglef — Sale patonbe -
Title:    Mayor                                          Title;   OQiumer-
Dated:        Y ae 3-904                                 Dated: 3// 6/2024
    essawca
aYeod
Name: “Ann Marie Meisch
Title:    City Clerk
Dated:         UR2- 202
                                              Exhibit A



The following described premises located in the City of Muskegon, County of Muskegon, State of
Michigan, and legally described as follows:

Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 SOUTH 1/2 LOT 2 BLOCK
149 DIVISION LINE BEING AT RIGHT ANGLES TO ERICKSON
Address: 466 ERICKSON ST, MUSKEGON, MI 49442
Parcel #: 61-24-205-149-0002-10
Price: $2,625.00


Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 SOUTH 1/2 LOT 4 BLOCK
149
Address: 486 ERICKSON ST, MUSKEGON, MI 49442
Parcel #: 61-24-205-149-0004-00
Price: $2,625.00


Legal Description: CITY OF MUSKEGON URBAN RENEWAL PLAT NO 4 LOT 768
Address: 1172 MARQUETTE AVE, MUSKEGON, MI 49442
Parcel #: 61-24-613-000-0768-00
Price: $6,000.00

Legal Description: CITY OF MUSKEGON URBAN RENEWAL PLAT NO 2 LOT 484 & WEST 32
FEET OF LOT 483
Address: 1243 MARQUETTE AVE, MUSKEGON, MI 49442
Parcel #: 61-24-611-000-0484-00
Price: $6,000.00


Legal Description: CITY OF MUSKEGON URBAN RENEWAL PLAT NO 2 LOT 472
Address: 1357 MARQUETTE AVE, MUSKEGON, MI 49442
Parcel #: 61-24-611-000-0472-00
Price: $4,650.00


Legal Description: CITY OF MUSKEGON URBAN RENEWAL PLAT NO 2 LOT 214
Address: 1554 MARCOUX AVE, MUSKEGON, MI 49442
Parcel #: 61-24-611-000-0214-00
 Price: $4,650.00


 Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 NORTH 1/2 LOT 8 &
 SOUTH 1/2 LOT 9 BLOCK 149
 Address: 509 OCTAVIUS ST, MUSKEGON, MI 49442
 Parcel #: 61-24-205-149-0008-00
 Price: $3,000.00
 (Will be split into two buildable lots)

 Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 1 BLOCK 149
 Address: 325 JACKSON AVE, MUSKEGON, MI 49442
 Parcel #: 61-24-205-149-0001-00
 Price: $3,000.00
 (Will be split into two buildable lots, addressed on Erickson) |




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