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PURCHASE AND DEVELOPMENT AGREEMENT
This Purchase and Development Agreement (“Agreement”) is made BIZ , 2022
(“Effective Date”), between the City of Muskegon, a Michigan municipal corporation, of 933 Terrace
Street, Muskegon, Michigan 49440 (*City”), and Firm Engineering Construction Group LLC, a Georgia
limited liability company, of 2771 Lawrenceville Highway, Suite 201, Decatur, Georgia 30033
(“Developer”), with reference to the following facts:
Backgrowid
A, Developer has submitted a proposal to City dated ? |ya 4 [:Ze. (“Developer
Proposal”), pursuant to which Developer proposes to purchase and develop three (3). vacant properties
locatedin the City of Muskegon, Muskegon County, Michigan, conimonly known as 207 E. Walton
Avenue, 283 EB. Walton Avenue, and 692 W, Grand Avenue, and each legally described on the attached
Exhibit A (each property individually, a “Parcel”
and collectively “Project Properties”).
B. City and Déveloper desi¥e to establish the terms, covenarits, and conditions upon which
City will sclland Developer will purchase and develop the Project Properties, Developer intends to develop
on.cach of thé Project Properties a single-faniily rouse (the “Project”).
Therefore,
for good and valuable consideration, the parties.agree as follows:
‘tL. Sale and Purchase of Project Properties. City agrees to. sellto Developer, and Developer
agrees to purchase from City, on the terms and subject to-the conditions set forthin this Agreement; the
Project Properties, subject to.reservations, restrictions, and easements of record,
2. Purchase Price. The total purchase price for the Projéct Properties shall be $9,000.00,
which shall be paidin cash or other irnmeédidtely available funds at Closing (defined below). The total
$9,000.00 purchase. price for the Project Properties shall
be allocated to each Parcel as follows:
Property Address Purchase Price
207 E. Walton Avenue $2,025.00
283 EB. Walton Avenue $2,400.00
692 W. Grand Avenue. $4,575.00
Pursuant to Patagraph 3(b) below, the parties acknowledge and agree that Developer shall be eligible to be
reimbursed all of a portion of the purchase price for each Parcel upon the completion of certain design
standards as further described herein.
3, Construction and Developmejit Requirements.
a Construction Dates. Developer's development and construction of the Project
shall commence within thirty (30) days of the Effective Date of this Agreement (“Con struction
Commencemient Date”) and the Project shall be completedno later than the date thatis eighteen
(18) months after the Construction Cominencement Date. For purposes of this paragraph,
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). Completing
construction means:the issuance of ah occupancy permit by City for all of the Project Properties,
b, Constiiction 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 in the Developer Proposal 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:
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 283 E, Walton Avenue, Developer would be reimbursed
$1,440, which is 60% of the $2,400 purchase price for this Parcel. If Developer completes all five
be reimbursed the entire purchase price for this Parcel.)
design standards, Developer would
4, ° Right ofReversion, Notwithstanding anything herein to the contrary, and as security for
Developet’s obligation to commence and complete construction of a single-family house on each of the
Project Propetties, 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 as described in Paragraph 3(a) by the
Construction Commencement Date, 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.
b. Developer does not complete construction of all Project Properties as described in
Paragraph 3(a) by the Constraction Completion Date, in which case title to any of the Project
Properties that are not complete by the Construction Completion Date shall automatically revert to
City upon the terms and conditions further provided in this Paragraph 4 below.
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 Reversionaty 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 suchnotice 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. Inno 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,
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 ordera 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 bearinga date later than the Effective Date, along with copies of all of the underlying
documents referenced therein (the “Title Commitment”). Developer shall causethe Title Company to issue
a marked-up commitment or pro forma owner’s policy with respect to the Project Prop erties 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 itis n otifiedin 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, atits 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 proratiori, 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 atits own expense may obtain a survey of any orall of the Project
Properties, andBuyer or its surveyor or other agents may enter any of the Project Prop etties 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 fromthe presumed land boundanies of 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
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 dissatisfaction prior to expiration of the 30-day
Inspection Period. If Developer so notifies City, this Agreement shall be terminated and haveno 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 “ASIS”, “WHERE IS” in its present co ndition,
Except as specifically set forth in this Agreement or any written disclosure statements, City has notmade,
does not make, and specifically disclaims ary 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: (iii) 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 Pr operties;
(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 waiveall objections or claims against City arising from orrelated to such Project
Properties and any improvements thereon except for a breach of any representations or warranties or
covenants specifically setforth in this Agreement, In the event this transaction closes, then subject to City’s
exptess 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 Georgia limited liability company. Developer has the
power and authority to enter into and perform Developer’s obligations under this Agreement.
b. Litigation, No judgmentis outstanding against Developer andno 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.
Cc, 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,
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 atthe 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 June 1,2022 (“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) City 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. RealEstate 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.
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; (i1) when sent by
fax or email: (iii) when sent.by a nationally-recognizedreceipted overnight delivery service with delivery
fees prepaid; or (iv) when sent by United States first-class, registered, or certified nail, postage prepaid.
The notice shall be effective immediately upon personal delivery or upontransmis sion ofthe 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.: LeighAnn Milcesell, Deputy City Manager
933 Terrace Street
Muskegon, MI 49440
w/copyto: Parmenter Law
Attn,: John.C, Schrier
601 Tetrace Street, Stiite 200
Muskegon, Michigaii 49440
‘Email: john@parmenterlaw.com
To-Devéloper: Fitm Engineeting Construction Group LLC
At: [Ke Den dn
2771 Lawrenceville Highway, Suite 201
GA
Decatur , 30033:
Email: 2Nde --Co Chand di Cr
18, Miscellaneous.
a Governing Lav. This. Agreement will be governed by and interpreted: in
‘accordance with the laws of the state of Michigan.
b, of the parties
Entire Agreement, This Agreement constitutes the entire agreement
and supersedes any other agreements, written or oval, that may have been made by andbetween the
patties with respect’to ‘the subject matter of this Agreement. All contemporaneous or prior
negotiations and representations have been mierged into this Agtéement.
C. Amendment, This Agreement shall not be modified or amended except in a
subsequent writing signed by all parties.
d. Binding Effect. This. Agréement-shall be binding upon and enforceable by the
parties and their respective legal representatives, permitted successors, and assigns.
c Counterparts. This Agreement may be executed in couriterpattand s, each set of
duly delivered identical counterparts which includes all signatoriés, b
shalle deemed to be one
original document,
f, Full Execution, This Agreement requires the signature of all parties. Until fully
executed, ona single copy or'in counterparts, this Agreetnentis of no binding force or effect and if
t
is void,
not fully executed, this Agreemen
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 shall not in any way be impaired or
affected.
i, No Reliance. Bach 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 décision to knowingly eiiter into this Agreement. Neither patty has executed this Agreement in
reliance on any representations, warranties, or statements made by the other patty other than those
expresslyset forth in this Agreement.
ji Assignutent or Delegation. Except as otherwise specifically set forth in this
Agreement, neither party shall assign all of 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
's
sole discretion.
may be-withheld in the other party
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:
OF MUSKEGON
CITY “FRM ENGINEERING CONSTRUCTION GROUP
LLG:
By: By: HAL é Jetoley
Nanfe: Ken Johnson Name: _| ide DendA)
Title: Mayor a, Title: (“£0 »
Dated: te dle DVI: Dated: 3 Jaa} 2.2
py Qe DOE SS ~» Ore dK.
ars ~ ) 7
Anti Marie Meisch
Name: ; 7
PY : a”
Title:
Dated: i?
Exhibit A
The following described premises located in the City of Muskegon, County of Muskegon, State of
Michigan, and legally described as follows:
Parcel 1:
The West % of Lot 5, Block 200, of the Revised Plat of 1903 of the City of Muskegon.
Parcel No.: 61-24-205-200-0005-00
Commonly known as: 207 E. Walton Ave., Muskegon, MI 49442
Parcel 2:
Lot 3, Block 199, of the Revised Plat of 1903 of the City of Muskegon.
Parcel No.; 61-24-205-199-0003-00
Commonly known as: 283 E, Walton Ave., Muskegon, MI 49442
Parcel 3:
All of Lot 13, Block 411, and that part of Lot 12, Block 411, of the Revised Plat of 1903 of the City of
Muskegon, described as commencing at the Southwest comerof Lot 12, thence Hast 34.1 feet, thence North
01 degrees, 27 minutes, 30 seconds West 165.5, feet, thence Westerly 25.28 feet to the Northwest comer
of said Lot, thence South to the beginning,
Parcel No.: 61 -24-205-411-0013-00
Commonly known as: 692 W, Grand Ave., Muskegon, MI 49441
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