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CONTRACT FOR PURCHASE OF REAL ESTATE
Spire Development, Inc. (the “Purchaser”), with an address of 330 West Spring Street, Suite 430,
Columbus, Ohio 43215, hereby agrees to purchase from City of Muskegon (the “Seller”), with a mailing
address of 933 Terrace St, Muskegon, Michigan 49443, that certain real estate owned by Seller, located
generally near 32 W Western Avenue, Muskegon, MI 49440 and identified as a portion of Parcel/Tax ID
number(s) 61-24-205-554-0001-20 consisting of 0.53 +/- acres and generally described and/or depicted on
EXHIBIT A attached hereto and incorporated herein, together with all buildings, improvements, and
tangible personal property located thereon, all rights, privileges and appurtenances thereto, and Seller’s
interest in and to any and all leases and rents (collectively referred to as the “Real Estate”) subject to and
upon the following terms and conditions (the “Contract”):
1. Purchase Price. The purchase price (the “Purchase Price”) for the Real Estate, subject to
all adjustments and credits hereinafter provided, shall be $190,800. The Purchase Price, less all Earnest
Money (as hereinafter defined), shall be paid by wire transfer of readily available funds at Closing.
2. Earnest Money Deposit. Within ten (10) business days after date that this Contract is
executed by both Purchaser and Seller (the “Acceptance Date”), Purchaser shall deposit with Star Title
Agency LLC (the “Title Company”), $2,000 as an earnest money deposit (the “Earnest Money”). All
Earnest Money shall at all times be applicable to the purchase price for the duration of this Contract. The
Earnest Money shall be refundable to the Purchaser throughout the Inspection Period, at any time if Seller
breaches or defaults hereunder or as otherwise set forth in this Contract.
3. Closing Date. Subject to all other terms and conditions set forth in this Contract, the
transaction shall schedule to close in the office of the Title Company or such other place as the parties may
mutually agree upon in writing, on or before the forty fifth (45th) day after the expiration of the Inspection
Period. The exact date of closing (the “Closing Date’) shall be determined by a written notice from
Purchaser to Seller at least seven (7) days prior to the closing.
4, Closing Documents. At Closing, Seller shall deliver: (a) a fully executed Quitclaim Deed
conveying to Purchaser marketable fee simple title to the Real Estate free of any and all liens,
encumbrances, easements, restrictions, covenants or other title defects that unreasonably interfere with the
Intended Use (as defined below), except the lien of non-delinquent Real Estate taxes, and other matters, if
any, disclosed in the Title Commitment (as hereinafter defined) and approved by Purchaser as provided in
Section 8.2; (b) a Seller’s Affidavit in form and substance satisfactory to Purchaser and the Title Company;
(c) a non-foreign person affidavit in form and substance satisfactory to Purchaser and the Title Company;
and (d) all other documents and/or funds, if any, required by Purchaser.
5. Date of Possession. Possession of the Real Estate shall be delivered to Purchaser on the
Closing Date, free and clear of all rights and claims of any other party to the ownership of the Real Estate.
6. Taxes_and Assessment, Closing Costs. Purchaser assumes and agrees to pay all
assessments for governmental and private improvements becoming a lien after the Closing Date and its pro
rata portion of the real estate taxes assessed for the calendar year in which closing occurs (based upon the
number of days remaining in such calendar year after the Closing Date). Seller shall pay all assessments
for governmental and private improvements not assumed by Purchaser and both installments of real estate
taxes payable during the prior calendar year which remain unpaid and its pro rata portion of the real estate
taxes assessed for the calendar year in which closing occurs (based upon the number of days in such
calendar year prior to and including the Closing Date). . Purchaser will pay the premium for the Title Policy
in the amount of the Purchase Price and any fees in connection with preparation of the sale documents.
Seller to pay for the Deed preparation. Purchaser will pay all costs associated with recording the Deed and
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financing documents (if any). The Earnest Money shall be credited against the Purchase Price at closing.
Purchaser and Seller shall each pay their own attorney fees related to the closing of the transaction.
7. Intended Use. Purchaser’s intended use of the Real Estate shall be a multi-family rental
housing development, or as determined by Purchaser in its sole and reasonable discretion (the “Intended
Use”).
8. Conditions of Performance. Purchaser’s obligations under this Contract are subject to the
timely and complete satisfaction, in Purchaser’s sole discretion, of the following conditions, unless waived
in writing by Purchaser:
8.1 Survey. Purchaser, at its cost and expense, shall order a current survey of the Real Estate
(the “Survey”), by a registered land surveyor designated by Purchaser. Seller shall provide to Purchaser, to
the extent that they are in Seller’s possession, any surveys and reports on the physical and environmental
aspects of the Real Estate. The Survey shall be in form and substance acceptable to Purchaser in its sole
discretion. :
8.2 Title Insurance. Purchaser, at its cost and expense shall procure (a) a title insurance
commitment for the Real Estate issued by the Title Company, in which commitment the Title Company
shall agree to (i) insure for the full amount of the Purchase Price marketable fee simple title to the Real
Estate in the name of Purchaser, free of all exceptions unless (including, without limitation, the standard
exceptions), except only the lien of non-delinquent real estate taxes and assessments and such other matters
that Purchaser may approve as hereinafter provided, and (ii) issue such endorsements as Purchaser may
reasonably request (the “Title Commitment”); and (b) copies of all documents and matters disclosed or
referred to in the Title Commitment (the “Title Documents”). If any exception in the Title Commitment
is unacceptable to Purchaser, Purchaser shall notify Seller in writing and Seller shall then have 30 days to
cure such unacceptable exception. If Seller fails to cure such exception with such 30-day period and provide
evidence to Purchaser of such cure, then Purchaser shall have the right but not the obligation to terminate
this Contract by written notice to the Seller and the Earnest Deposits shall be returned to Purchaser.
Purchaser, at its cost and expense, shall obtain an owner’s policy of title insurance issued by the Title
Company, in the full amount of the Purchase Price and in conformity with the marked Title Commitment.
Purchaser shall pay the cost of any mortgage title insurance.
8.3 Condition of Real Estate/Inspection Period. Purchaser, at its sole cost and expense shall
have an inspection period, which shall commence upon the Acceptance Date of this Agreement. The
Inspection Period shall expire on December 31, 2027 (the “Inspection Period”). Purchaser shall have
determined, in its sole discretion, during the Inspection Period that: (a) the Real Estate (i) does not contain
any subterranean, karst, or other defects or conditions which impair or adversely affect Purchaser’s Intended
Use or development of the Real Estate or require extraordinary or unusually costly development techniques
or measures, and (ii) is in all other respects suitable and feasible for and will support and permit Purchaser’s
Intended Use and development; (b) the obtaining of all financing, tax credits, subdivision, platting, zoning,
variances, vacations, releases, authorizations, engineering approvals, permits and approvals and incentives,
public and private, necessary for Purchaser’s Intended Use and development (“Governmental Approvals”),
are satisfactory to Purchaser; (c) the Real Estate is free and clear of any and all asbestos, toxic or hazardous
material or contaminant and/or the threat of contamination thereby; (d) all utilities necessary or appropriate
for Purchaser’s Intended Use and development of the Real Estate are available at the property lines in
sufficient quantities, pressures and/or capacities for Purchaser’s Intended Use and development, without
hookup, tap in or other charges excepting only charges normally incurred and charged by the applicable
public utilities; and (e) it is satisfied in all respects, and in Purchaser’s sole discretion, with the Real Estate
and the feasibility of its development. In the event Purchaser fails to give Seller written notice of its
disapproval of the condition of the Real Estate prior to the expiration of the Inspection Period, Purchaser
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shall be deemed to have approved the condition of the Real Estate. Seller authorizes Purchaser to file for
and obtain such Governmental Approvals and agrees to execute such applications, petitions, easements,
covenants, agreements and instruments as in Purchaser’s judgment may be necessary or appropriate to file
for and obtain such Governmental Approvals and the parties agree that the closing of the transaction
contemplated in this Contract is expressly contingent upon Purchaser’s ability to receive the Governmental
Approvals in final non-appealable form.
8.4 Litigation and Representation. As of the Closing Date, no action or proceeding before a
court or other governmental agency or officer shall be pending (and to the best of either Seller’s or -
Purchaser’s knowledge, no such action or proceeding shall be threatened) that might impair the value of
the Real Estate or prevent Purchaser from undertaking and completing Purchaser’s Intended Use and
development of the Real Estate. As of the Closing Date, the representation and warranties set forth in
Section 10 shall be true and accurate,
8.5 Contingency. This Agreement is contingent upon the purchaser receiving a reservation of
IRS Section 42 tax credits from the Michigan State Housing Development Authority (the “Contingency”).
9. Nonperformance. In the event that one or more of the conditions set forth in Section 8 are
not timely and completely satisfied, Purchaser, at its sole discretion, may grant additional time to Seller to
remedy any defect or may cancel this Contract and all of its obligations hereunder by written notice to
Seller, in which event (without limiting Purchaser’s other rights or remedies for any breach of this Contract
by Seller) all Earnest Money deposited to date, shall be immediately refunded to Purchaser. If pursuant to
any provision of this Contract the Purchaser elects to grant Seller additional time to remedy a defect or meet
a condition of the Contract, all time limits affecting the Purchaser shall be extended by the amount of time
given the Seller.
10. Representations and Warranties. Seller hereby represents and warrants to and covenants
and agrees with Purchaser (and shall be deemed to represent and warrant and covenant and agree on the
Closing Date) that (a) there is no condemnation or similar proceeding which is pending or threatened against
the Real Estate or any part thereof; (b) Seller has not received any notification from any governmental
agency, authority or instrumentality of any pending or threatened assessments on or against the Real Estate
for the cost of public improvements to be made with respect to the Real Estate or any part thereof; (c) after
the Acceptance Date, Seller will not enter into any lease or other agreement affecting the Real Estate or the
possession, use or control thereof or terminate, modify or amend any existing lease or other agreement
without first obtaining the written consent of Purchaser; (d) after the Acceptance Date, Seller will not create,
permit or suffer any lien or other encumbrance to attach to or affect the Real Estate and improvements
thereon, if any, except for the lien of non-delinquent real estate taxes; (e) there are no underground fuel,
chemical or other storage tanks or associated equipment located in the Real Estate, or the Real Estate has
not been used for the treatment, storage or disposal of or otherwise contaminated by any hazardous or
"special wastes, substances, materials, constituents, pollutants or contaminates (as defined by federal, state
or local laws, statutes, ordinances, rules or regulations); (f) Seller has fee simple, marketable, indefeasible
and insurable right and title to the Real Estate; (g) Seller has no knowledge of the existence of karst terrain
on the Real Estate; (h) to the best of Seller’s knowledge, there has been no release nor is there currently any
threatened release of any hazardous, special or other wastes, substances, materials, constituents, pollutants
or contaminants (as defined by federal, state or local laws, statutes, ordinances, rules or regulations) on the
Real Estate; (i) to the extent there are contracts or agreements affecting the Real Estate (including, for
example, management or service agreements), Seller will: (i) cancel before closing all such contracts and
agreements; (i) pay all amounts due under, and settle all accounts with respect to, any such contracts and
agreements; and (ili) deliver to Purchaser at closing evidence that any such contracts and agreements have
been canceled and all such amounts and accounts have been paid and settled; (i) to the extent Seller is an
entity, it is duly organized, validly existing and in good standing in its jurisdiction or organization; and (j)
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that this Contract has been duly authorized, executed and delivered and constitutes a legal, valid and binding
obligation of Seller, enforceable in accordance with its terms.
11. Damage and Condemnation. If at any time after the Acceptance Date (a) the Real Estate
shall be condemned, damaged or destroyed, in whole or in part; or (b) any notice of condemnation shall be
given, then Purchaser, at its sole option, may cancel the Contract or proceed with closing. If Purchaser
elects to proceed with closing, then Purchaser may (a) apply the proceeds of any condemnation award or
insurance policy to reduce the Purchase Price; or (b) accept an assignment of such proceeds. If Purchaser
elects to cancel this Contract, as provided in this paragraph, all Earnest Money deposited shall be
immediately refunded to Purchaser. Seller shall bear all risk of loss of any nature whatsoever to the Real
Estate until closing.
12. Inspection. Purchaser, its employees, agents and independent contractors shall have the
right to enter upon the Real Estate and conduct all tests and examinations which Purchaser deems necessary
at its sole cost and expense. Purchaser indemnifies Seller from any damages occasioned thereby. Purchaser
shall restore Real Estate to the existing condition before said tests or examinations were conducted.
13. Notices. All notices, demands, instructions or requests to be given to either party hereunder
shall be in writing and sent by: (a) electronic mail with read receipt; (b) facsimile transmission; (c) overnight
delivery service; (d) personal delivery; or (e) registered or certified U.S. Mail, return receipt requested; and
addressed to the first address above written. Any notice that is actually received shall be effective regardless
of the manner in which it was sent or delivered.
14.1 Default by Seller. Seller agrees that money damages are not an adequate remedy for breach
of this Contract by Seller, and, in addition to any other remedies available to Purchaser in the event of a
breach by Seller, Purchaser shall be entitled to: (a) the remedy of specific performance to enforce the terms
hereof; and/or (b) cancel this Contract and all of its obligations hereunder by written notice to Seller, in
either of which events the Earnest Money shall be refunded immediately to Purchaser. In the event of any
such breach, Purchaser shall be entitled to recover, in addition to all other remedies and damages, reasonable
attorneys’ fees and court costs incurred.
14.2 Default by Purchaser. In the event of a breach of this Contract by Purchaser, Seller may,
as its sole remedy hereunder, rescind this Contract and retain the Earnest Money as liquidated damages.
15. Assignment/ Successors and Assigns. This Contract shall inure to the benefit of and be
binding upon the heirs, executors, administrators, successors and assigns of both Purchaser and Seller. This
Contract may not be assigned by Seller. Purchaser may assign this agreement without Seller consent.
16. Survival and Indemnity. All representations and warranties set forth in this Contract, shall
survive the closing, and for a period of one (1) year after the Closing Date, Seller and Purchaser shall each
hold the other harmless from and against all costs and damages (including attorneys’ fees and court costs)
incurred as a result of any breach of any representation or warranty by Seller or Purchaser, respectively.
17. General. The terms and provisions of this Contract shall be governed and construed in
accordance with the laws of the State of Michigan. The captions and section numbers shall not be considered
in any way to affect the interpretation of this Contract. This Contract shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, heirs, and personal representatives.
This Contract is the final expression of the complete and exclusive agreement between Seller and Purchaser
and supersedes all prior offers, negotiations and discussions. The term Contract, as used herein means the
contract arising between the parties on the terms of this Offer after acceptance by Seller. This Contract may
be executed in 2 or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same contract.
18. Authority. Except as expressly provided otherwise herein, each undersigned person
signing on behalf of any party that is a corporation, partnership or other entity certifies that (a) he is fully
empowered and duly authorized by any and all necessary action or consent required under any applicable
articles of incorporation, by-laws, partnership agreement or other agreement to execute and deliver this
Contract for and on behalf of said party; (b) that said party has full capacity, power and authority to enter
into and carry out its obligations under this Contract; and (c) that this Contract has been duly authorized,
executed and delivered and constitutes a legal, valid and binding obligation of such party, enforceable in
accordance with its terms.
19. Attomeys’ Fees. Either party to this Contract who is the prevailing party in any legal or
equitable proceeding against any other party to this Contract brought under or with relation to the Contract
or the transaction contemplated hereby shall, in addition to any other remedy at law or provided for herein,
be entitled to recover court costs and reasonable attorneys’ fees from the non-prevailing party.
20. Duration of Offer. This Offer shall expire if written acceptance endorsed herein is not
delivered to Purchaser on or before 5:00 PM, September 27, 2024.
21. Real Estate Brokerage Representation. Purchaser and Seller both represent and warrant to
one another that no real estate brokers or agents have been used or consulted in connection with the purchase
and sale of the Real Estate. Any fees, real estate commissions, costs and/or expenses due to Seller’s real
estate brokers or agents will be paid exclusively by Seller. Each party covenants and agrees to defend,
indemnify and save the other harmless from any actions, damages, fees, real estate commissions, costs
and/or expenses (including reasonable attorneys’ fees) relating to a breach or alleged breach of the
foregoing representation and warranty.
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rd
This Offer to Purchase Real Estate is hereby executed this 23_ day of Seghende 2024 as to Purchaser.
PURCHASER:
Spire Development, Inc.
By: ee BLL
Printed Name: Thomas Grywalski
Title: President
ACCEPTANCE OF OFFER
Seller hereby accepts the foregoing Offer to Purchase Real Estate on this} day of Ax Aig 2024,
SRS
SELLER: City of Muskegon
y pr, ) & hel ely
By: f
Its: (
EXHIBIT A
Parcel/Tax ID number(s):
61-24-205-554-0001-20
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0.53 Acres
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