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Lo24- 77 CL)
REAL ESTATE PURCHASE AGREEMENT
This Agreement is made by and between Rashard Thrower ("Thrower"), of 704 Orchard Avenue,
Muskegon, Michigan 49441 and Q9 LLC, a Michigan limited liability company ("Q9”) (Thrower and Q9
collectively, the “Seller Parties”), and the City of Muskegon, a Michigan municipal corporation, of 933
Terrace Street, Muskegon, Michigan 49444 ("Buyer") (collectively the “Parties”), with reference to the
following facts:
Background
A. Thrower owns real property located in the City of Muskegon, County of Muskegon, State
of Michigan, commonly Known as 1047 Wood Street, Muskegon, Michigan.
B. Thrower is the sole member of Q9. Q9 owns real property located in the City of Muskegon,
County of Muskegon, State of Michigan, commonly known as 60 East Walton Avenue, 1192 Ambrosia
Street, 456 McLaughlin Avenue, and 370 McLaughlin Avenue, Muskegon, Michigan. (together with Recital
A, the “Properties”).
C. Seller Parties desire to sell, and Buyer desires to purchase, all of Seller Parties’ interests
in the Properties on the terms and conditions of this Agreement.
Therefore, for good and valuable consideration, the parties agree as follows:
1. Sale of Property. Seller Parties agree to sell, and Buyer agrees to purchase, all of Seller
Parties’ interest in the Properties, subject to all easements, matters, building, and use restrictions, apparent
or of record, zoning ordinances, and any Permitted Exceptions (defined below). The parties acknowledge
and agree that the Properties are vacant.
2. Purchase Price and Manner of Payment. The purchase price for the Properties is
Twenty-Five Thousand and 00/100 Dollars ($25,000.00) (“Purchase Price”), which shall be payable in full
at Closing in cash or other immediately available funds to Seller Parties as follows:
a. $5,000.00 for 60 East Walton Ave.
b. $5,000.00 for 1192 Ambrosia St.
C. $5,000.00 for 456 McLaughlin Ave.
d. $5,000.00 for 370 McLaughlin Ave.
e. $5,000.00 for 1047 Wood St.
3. Title Insurance. At Buyer’s expense, Buyer will obtain a standard owner's policy of title
insurance from Transnation Title Agency (the “Title Company’) for the Properties, effective as of the date
of Closing, and may obtain a commitment for the policy to ensure Buyer will hold good and marketable title
to the Property at Closing, free and clear of all mortgages, liens, and similar encumbrances, in the amount
of the Purchase Price. Buyer’s obligations under this Agreement shall be fully contingent upon Buyer's
complete satisfaction with Buyer's review of such title commitment in Buyer's sole discretion (the “Title
Commitment’). In the event the reservations, restrictions, or easements of record disclosed by said Title
Commitment are, in the reasonable discretion of Buyer, deemed unreasonable, Seller Parties shall have
fourteen (14) days from the date Seller Parties are notified in writing of such unreasonableness and such
unmarketability of title, to remedy such objections to Buyer’s reasonable satisfaction on or before the date
of Closing. If Seller Parties fail to resolve such restrictions or remedy the title within the time above
specified, Buyer may elect either of the following as Buyer's sole remedy: (i) proceed with the purchase and
acquire the Properties subject to the defects and other Permitted Exceptions (as defined below), or (ii)
terminate this Agreement by written notice to Seller Parties, in which case neither party shall have any
further obligations under this Agreement except as provided herein. The term “Permitted Exceptions”
means any matters and exceptions revealed on the Title Commitment, matters of record, or defects
revealed by any survey which Buyer (x) initially accepts in Buyer's sole discretion, (y) does not identify as
a defect, or (z) initially raises as a defect but later accepts in Buyer’s sole discretion.
4. Survey. Seller Parties shall provide Buyer with any existing surveys of the Properties.
Prior to the expiration of the Inspection Period, Buyer may, at Buyer’s own expense, obtain a survey of the
Properties, and Buyer or Buyer’s surveyor or other agents may enter the Properties for that purpose. Ifa
survey by a registered land surveyor discloses a material encroachment or substantial variation from the
presumed land boundaries or area, Buyer will notify Seller Parties of such encroachment or variation, and
Seller Parties shall have the option of effecting a remedy within fourteen (14) days after disclosure. If Seller
Parties elect not to remedy the encroachments or variations prior to Closing or otherwise fails to make any
election within such 14-day period, Buyer may either proceed to Closing and purchase the Properties
subject to said encroachments or variations or terminate this Agreement.
5. Inspection. The period commencing on the Effective Date and expiring thirty (30) days
thereafter at 11:59pm EST shall be referred to as the “Inspection Period”. During the Inspection Period,
Buyer, at Buyer's sole cost and expense, may conduct all inspections, reviews, investigations,
assessments, and other due diligence with respect to the Properties desired by Buyer, in Buyer's sole
discretion, to determine whether the Properties will be suitable for Buyer's acquisition and to determine the
condition of the Properties and other matters pertaining to the Properties such as, without limitation, its
environmental status, zoning classification, tax classification, and the contents of applicable restrictive
covenants and building codes (the “Inspections’). If during the Inspection Period Buyer determines in its
sole discretion that it does not desire to consummate the transactions contemplated by this Agreement for
any reason, then Buyer may terminate this Agreement by delivering written notice of termination to Seller
Parties, and neither party will have any further obligation to the other under this Agreement, except for
those duties and obligations herein that expressly survive termination.
6. Property Taxes; Assessments. Taxes first billed in the years prior to the year of Closing
will be paid by Seller Parties without proration through December 31, 2023. Real estate taxes paid or to
be paid in the year of Closing shall be paid for by Buyer or otherwise reimbursed by Buyer to Seller Parties
at Closing if paid by Seller Parties. Any real estate tax bill which first becomes due and payable during a
calendar year is deemed to be related to that entire calendar year. All taxes, fees, and special assessments
that become due and payable after Closing shall be the responsibility of Buyer. Seller Parties acknowledge
its obligation to pay outstanding fees owed to Safe Built and the City of Muskegon concerning the
Properties. The Parties agree that any such outstanding fees that exist at the date of Closing shall be paid
for at Closing from the Purchase Price proceeds.
7. First Right of Refusal. The Parties acknowledge and agree that if Buyer seeks to develop
housing on the Properties, for a period of forty-eight months from the date of Closing, Seller Parties, or an
affiliated entity that Seller Parties assign this right to with the written consent of Buyer, shall have First Right
of Refusal to develop housing on the Properties.
8. Closing. The closing of this sale (“Closing”) shall be at such date, time, and location as
mutually agreed by the parties, but in no event later than September 27, 2024 (“Closing Deadline”). If the
Closing does not occur by the Closing Deadline, then either party may elect to terminate this Agreement by
written notice to the other party, in which case neither party shall have any further obligations under this
Agreement.
9. Closing Costs. The following costs associated with this Agreement and the Closing shall
be paid as follows: (i) Buyer shall pay the premium for the owner's title policy and any lender's policy; (ii)
shall pay the cost of any state and county transfer taxes in the amount required by law, (iii) Buyer shall pay
the costs of recording the warranty deed; and (iv) Buyer and Seller Parties split equally and will pay the
closing fees charged by the Title Company, except that Seller Parties shall be solely responsible for all Title
Company fees related to securing the marketability of its Title to the Properties.
10. Closing Deliveries. At Closing, Seller Parties shall execute and deliver warranty deeds
conveying each of the Properties to Buyer, together with all of Seller Parties’ right, title, and interest in all
adjoining public ways; and Buyer shall deliver the Purchase Price pursuant to Section 2 above. The parties
shall execute and deliver such other documents reasonably required to close the transaction. Seller Parties
shall deliver possession of the Properties to Buyer at Closing.
11. Seller Representations and Warranties. Seller Parties represent and warrant to Buyer
that the statements contained in this Section 10 are true and correct as of the Effective Date and also at
the time of Closing. For purposes of this Agreement, “Seller Parties’ knowledge” or “Knowledge of Seller
Parties” and any similar phrases shall mean the actual or constructive knowledge of Thrower.
a. To the best of Seller Parties’ knowledge, that there is no pending litigation affecting
the Properties or Seller Parties’ interest in the Properties; there are no unrecorded interests of any
person(s) or entity(ies) in and to the Properties; the Properties are not subject to any oral or written
rental, leasing, contract, or other arrangement that would limit or restrict the use of the Properties;
and Seller Parties have not received any notice of, and have no knowledge of, existing violations
on the Properties or any portion thereof of any zoning, building, fire, health, pollution, environmental
protection, hazardous substance or waste disposal law or ordinance. The representations and
warranties set forth in this paragraph shall survive the Closing and delivery of the warranty deed.
b. Seller Parties represent, covenant, and warrant that Q9 LLC is a Michigan limited
liability company duly organized, validly existing and in good standing under the laws of the State
of Michigan. Seller Parties hereby represent and warrant to Buyer that Seller Parties have full power
and authority to enter into this Agreement and other related documents and to consummate the
transaction contemplated by this Agreement. Seller Parties have duly executed and delivered this
Agreement as its lawful, valid, and legally binding obligation, and this Agreement is enforceable in
accordance with its terms. Seller Parties are not a party to any contract, settlement, judicial order,
or other agreement of any kind that would prohibit or otherwise restrict the ability of Seller Parties
to sell the Properties to Buyer pursuant to this Agreement.
12. Real Estate Commission. Buyer and Seller Parties acknowledge and agree that no
agent, broker, salesperson, or other party is entitled to a real estate commission upon the Closing of this
sale. Buyer and Seller Parties agree to indemnify and hold the other harmless from any liability, including
reasonable attorney fees, occasioned by reason of any person or entity asserting a claim for a real estate
commission arising from actions taken by the other party.
13. Notice. 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
email; or (iii) when sent by a nationally-recognized receipted overnight delivery service with delivery fees
prepaid. The notice shall be effective immediately upon personal delivery or upon transmission of the email;
and one day after depositing with a nationally recognized overnight delivery service. Notices shall be sent
to the parties as follows:
To Seller Parties: Rashard Thrower To Buyer: City of Muskegon
Attn: Jake Eckholm
933 Terrace Street
Email: rashardthrower@theq-9.com Muskegon, MI 49444
Email: jake.eckholm@shorelinecity.com
With copy to: Parmenter Law
Attn: John Schrier
601 Terrace Street
Muskegon, MI 49440
Email: john@parmenterlaw.com
14. Review by Legal Counsel. Seller Parties acknowledge that this Agreement was prepared
by Parmenter Law, legal counsel for Buyer, on behalf of Buyer only; that Parmenter Law does not represent
Seller Parties in this transaction; that conflicts may exist or arise between the individual interests of Buyer
and Seller Parties and that legal counsel is prohibited from representing parties where a legal conflict exists;
and that Seller Parties are strongly advised to seek (and have had an adequate opportunity to seek) advice
from independent legal counsel with respect to their rights, the execution of this Agreement, and the
consummation of the purchase of the Properties.
15. Miscellaneous. This Agreement is executed in accordance with, shall be governed by,
and construed and interpreted in accordance with the laws of the State of Michigan. This Agreement shall
constitute the entire agreement, and shall supersede any other agreements, written or oral, that may have
been made or entered into, by and between the parties with respect to the subject matter of this Agreement
and shall not be modified or amended except in a subsequent writing signed by the party against whom
enforcement is sought. The effective date of this Agreement shall be the last date as of which all parties as
shown below have signed this Agreement (“Effective Date”).
The parties have executed this Agreement to be effective as of the Effective Date.
SELLER PARTIES — BUYER -— The City of Muskegon, a Michigan
municipal corporation
wA liability company
Q9, LhCy a Michigan
By: /~eaeThrower.
Its: / Sole Member itl
= re
y:7 Kenneth Johnson
Date: Swx2inpro- , 2024 Date: oetewboes! <2, 2024
Thrower” wry
Rashard
Date: , .Thrower-
AL.2024 Te Ann
ae
City Clerk
~ Dates Q -2 , 2024
Exhibit A
Description of Premises
The following described premises situated in the City of Muskegon, County of Muskegon, State of Michigan:
60 W. Walton, Muskegon, Mi 49442
CITY OF MUSKEGON REVISED PLAT OF 1903 W % LOT 19 BLK 189
Tax ID No. 61-24-205-189-0019-00
1192 Ambrosia St., Muskegon, MI 49442
CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 1 & W 53 FT OF N 94 LOT 5 BLK 262
Tax ID No. 61-24-205-262-0001-00
456 McLaughlin Ave., Muskegon, MI 49442
CITY OF MUSKEGON REVISED PLAT OF 1903 LOTS 11-12 BLK 79
Tax ID No. 61-24-205-079-001 1-00
370 McLaughlin Ave., Muskegon MI 49442
CITY OF MUSKEGON REVISED PLAT OF 1903 LOTS 7 & 10 BLK 261
Tax ID No. 61-24-205-261-0007-00
1047 Wood St., Muskegon, MI 49442
THE NORTHEASTERLY 110.0 FEET MEASURED ON IONA STREET OF LOT 1, BLOCK 248, REVISED
PLAT OF 1903 OF THE CITY OF MUSKEGON, ACCORDING TO THE PLAT THEREOF RECORDED IN
LIBER 3 OF PLATS, PAGE 71, IN THE OFFICE OF THE REGISTER OF DEEDS FOR MUSKEGON
COUNTY, MICHIGAN.
Tax ID No. 24-205-248-0001-30
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