Approved Agreements and Contracts 2024/05/28 186 Myrtle Purchase & Development Agreement

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                         PURCHASE AND DEVELOPMENT AGREEMENT
                                  2OR4-49 Ca)
        This Purchase and Development Agreement (“Agreement”) is made May 28, 2024 (“Effective
Date”), between the City of Muskegon, a Michigan municipal corporation, of 933 Terrace Street,
Muskegon, Michigan 49440 (“City”), and Across the Board LLC, of 921 VO’s Place, Allegan, MI, 49010
(“Developer”), with reference to the following facts:


                                                Background


        A.      Developer proposes to purchase and develop one (1) vacant property owned by City which
is 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
Property”).


        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 Property. Developer intends to develop
on the Project Property five (5) single-family houses. (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 Property, subject to reservations, restrictions, and easements of record.


        2.      Purchase Price. The total purchase price for the Project Property shall be $3,750, which
shall be paid in cash or other immediately available funds at Closing (defined below) less the $400 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 the 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 eighteen (18) 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 the Project Properties upon Developer’s satisfaction of the
        following design standards for each single-family home it constructs on the Project Properties:
                          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 186 Myrtle Avenue, Developer would be reimbursed
        $2,250.00, which is 60% of the $3,750.00 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
        4(a), commencing construction means furnishing labor and materials to the Parcel of the Project
        Property and beginning installation of the approved single-family home(s).


                  b.      Developer does not complete construction of the Project Property 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 the Project
        Property. Provided, however, the parties agree to reasonably negotiate an extension of the
        Construction Period up to a period of six (6) months for the Project Property 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 the Project Property, 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 the Project Property, 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 the Project Property revert to City, City may retain the purchase price for such Project
Property free and clear of any claim of Developer or its assigns. In the event of reversion of title of the
Project Property, improvements made on such Project Property shall become the property of City. In no
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.


        10.      Condition of Project Property. City and Developer acknowledge and agree that the Parcel
in the Project Property 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 Property, including without limitation, soil conditions,
and any environmental conditions; (ii) the suitability of the Project Property for any or all of Developer’s
activities and uses; (iii) the compliance of or by the Project Property with any laws, codes, or ordinances:
(iv) the habitability, marketability, profitability, or fitness for a particular purpose of the Project Property;
(v) existence in, on, under, or over the Project Property of any hazardous substances; or (vi) any other matter
with respect to the Project Property. Developer acknowledges and agrees that Developer has or will have
the opportunity to perform inspections of the Project Property pursuant to this Agreement and that
Developer is relying solely on Developer’s own investigation of the Project Property 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 Property
acquired by Developer and waive all objections or claims against City arising from or related to such Project
Property 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 Property 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 Property 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.


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


                 a.      Authority. 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, coutt, 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 arrangement 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.


         12,     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.


       13.         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.


        14.        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.


        15.      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.


       16.     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


         To Developer:    Across the Board LLC
                          921 VO's Place
                          Allegan MI 49010
                          616-888-0577
                          magan@atb-acrosstheboard.com

         17.       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,       Counterparis. 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.

                   2.      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 shall not in any way be impaired or
          affected.
                 i.      No Reliance. Each patty 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.


                 i       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 contained in
         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.


CITy:                                                    DEVELOPER:


CITY OF MUSKEGON                                         MARV VAN OOSTEN
                                                         ACROSS THE BOARD LLC


By:
Nate:
         Mo      son or
         Ken Johnnd                                      By: Wl. ; WA Dh
Title: Mayor
Dated:       ee $0 “boy                                  Name: Marv Van Oosten
                                                         Dated: 5 Hof ze 2y¥
Bye    DO ete Wane EX
  Ann Marie Meisch —
Name:
Title:    City Clerk
Dated:       C -Ro ~29P)
                                              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 1903 LOT 11, 12 & WLY 51 FT LOT 13
BLOCK 206

Address: 186 Myrtle Ave


Parcel#: 24-205-206-0011-00


Price: $3,750.00


*Parcel will be split into five lots.

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