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PURCHASE AND DEVELOPMENT AGR
EEMENT
This Purchase and Development Agrecment
(“Agreement”) is made CV ak. Ih, 2025
(“Effective Date”), between the City of
Muskegon, a Michigan municipal corpor
ation, of 933 Terrace
Street, Muskegon, Michigan 49440 (“City”),
and Jeffrey Vos, Infrastructure C & E, 8061
Belaire Drive,
Jenison, MI, 49428 (“Developer”), with refere
nce to the following facts:
Background
A. Developer proposes to purchase and devel
op one (1) vacant property ownedby City which
is located in the City of Muskegon, Muskegon
County, Michigan, and each common ly known
described on the attached Exhibit A (each and legally
property individually, a “Parcel” and collec
Property”),
tively “Project
B. City and Developer desire to establish the
terms, covenants, and conditions upon which
City will sell and Developer will purch
ase and develop the Project Property, Devel
oper intends to develop
on the Project Property one (1) single
-family house and (1) accessory dwell
ing unit. (the “Project”).
Therefore, for good and valuable consid
eration, the parties agree as follows:
1. Sale and Purchase of Project Properties
. City agrees to sell to Developer, and
agrees to purchase from City, on
Devel
oper
the terms and subject to the condit
ions set forth in this Agreement,
Project Property, subject to reservations, the
restrictions, and easements of record.
2. Purchase Price. The total purchase price
for the Project Property shall be $4,275, which
shall be paid in cash or other immediatel
y 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 partie
s acknowledge and agree that Developer shall
be eligible to be
reimbursed all or a portion of the purch
ase price for the Parcel upon the compl
etion of certain design
standards as further described herei
n,
3. Construction and Development Requiremen
ts.
a. Construction Dates. The parties acknowledg
e and agree that Developer shall have
a period of eighteen (18) months from the
date of Closing to complete the Project (“Cons
truction
Period”), except as otherwise provided in
this Agreement or as otherwise mutually agree
d upon by
the parties in writing.
b. Construction Details; Purchase Price Reimb
ursement Developer’s construction
and development of the Project Properties
shall be in substantial conformance with its
plans and
specifications provided to City by Devel
oper or as otherwise agreed upon in writin
g between City
and Developer. As referenced above, Devel
oper shall be eligible for reimbursement of
all or a
portion of the purchase price for the Projec
t Properties upon Developer’s satisfaction
of the
following design standards for each single-famil
y 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 1693
Eiwood, Developer would be reimbursed $2,565
which is 60% of the $4,275.00 purchase price .00,
for this Parcel. If Developer completes all five
design
standards, Developer would be reimbursed the
entire purchase price for this Parcel.)
4. Right ofReversion. Notwithstanding anything herein to the
contrary, and as securi ty for
Developer’s obligation to commence and compl
ete construction of a single-family house on
each of the
Project Properties, the quit claim deed conve
ying 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 Projec
t Properties shall automatically revert to City
upon
the terms and conditions further provided in this
Paragraph 4 below. For purposes of this Paragr
aph
4(a), commencing construction means furnis
hing labor and materials to the Parcel of
the Project
Property and beginning installation of the approv
ed single-family home.
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 Paragr
aph 4 below. For purposes of this Paragraph
4(b),
completing construction means the issuan
ce 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) month
s for the Project Property that have a completed
foundation before the expiration of the initial Construction
Period.
If any of the above conditions occut, City shall
automatically have City’s Reversionary Right to
reacquire
litle to the Project Property, as the case may
be. To exercise City’s Reversionary Right descri
bed herein,
City must provide written notice to Developer
(or its permitted successors, assigns, or transf
erees) within
thirty (30) days of Developer’s failure under
this Agreement, but in any event prior to Devel
oper 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 market
able title to the Project Property, as ihe case may
be, through
its exercise of its rights under this Paragraph within
thirty (30) days of City’s demand, including withou
limitation, the execution of appropriate deeds and t
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 Develo
per 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
event shall the Project Property be in a worse conditi
on than upon the date of Closing. These covena
nts and
conditions shall run with the land and be recorded in
the quit claim deed from City to Developer.
5. Title Insurance, Within five (5) days after the Effecti
ve Date, Developer shall order a title
commitment for an extended coverage ALTA ownet’
s policy of title insurance issued by Transnation
Title
Agency (the “Tithe Company”) for the Project Propert
y in the amount of the total purchase price for the
Project Property and bearing a date later than the Effecti
ve Date, along with copies of alt of the underlying
documents referenced therein (the “Title Comm itment”
). Developer shall cause the Title Company to issue
a marked-up commitment or pro forma owner'
s policy with respect to the Project Property at
the Closing
naming Developer as the insured and in form
and substance reasonably satisfactory to Develo
per, but
subject to Permitted Exceptions (defined below).
As soon as possible after the Closing, Developer
shall
cause the Tithe Company to furnish to Developer
an extended coverage AI.TA owner's policy of
title
insurance with respect to the Project Property (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.
6. Title Objections. Developer shall have until the
end of the Inspection Period (as defined
below) within which to raisc 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 cither (a) remedy the objections, ot (b)
notify Developer that it will not remedy the objecti
ons.
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 aption, 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 Permitt
ed 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.”
7. Property Taxes and Assessments. City shall be respons
ible for the payment of all real
estate taxes and assessments that become due
and payable prior to Closing, without prorati
on. Developer
shall be responsible for the payment of all real estate
taxes and assessments that become due and payabl
after Closing, without proration.
e
8. Survey. Developer at its own expense may obtain
a survey of any or all of the Project
Property, and Buyer or its surveyor or other agents
may enter any of the Project Property for that purpos
e
prior to Closing. If no survey is obtained, Develo
per agrees that Developer is relying solely upon
Developer's own judgment as 1o the locatio
n, boundaries, and area of the Project Proper
ty and
improvements thereon without regard to any repres
entations 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 Closin
g discloses an
encroachment or substantial variation from the presum
ed 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 Property subject to said encroac
hment or variation,
9. Inspection Period. At Developer’s sole option and
expense, Developer and Developer’s
agents may conduct inspections of each
of the Project Property 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 satisfi
ed with the results of the inspections for any reason,
Developer shall notify City in writing of Devcloper’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 limitat
ion, soil conditions,
and any environmental conditions; (ii) the suitabi
lity of the Project Property for any or all of Develo
per’s
activities and uses; (iii) the compliance of or by
the Project Property with any Jaws, codes, or ordina
nces;
(iv) the habitability, marketability, profitability,
or fitness for a particular purpose of the Project
Property;
(v) existence in, on, under, or over the Project Proper
ty 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 investi
gation 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 hercin closes, Develo
per agrees to accept the respective Project Proper
ty
acquited 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 warrant
ies or
covenants specifically set forth in this Agreement. In the event this transaction closes,
then subject to City’s
express representations, warranties, and covena
nts in this Agtcement, Developer acknowledges
and agrees
that it has determined that the respective Project Propert
y it has acquired and all improvements thereon are
in a condition satisfactory to Developer based
on Developer's own inspections and due diligen
ce, and
Developer has accepted such Project Property
in their present condition and subject to ordina
ry 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.
VW. Developer’s Representations and Warranties
of Developer. Developer represents,
covenants, and warrants the following to be
true:
a. Authority. Developer has the power and authori
ty to enter into and perform
Developer’s obligations under this Agreement,
b. Litigation, No judgment is outstanding against Develo
per and no litigation, action,
suit, judgment, proceeding, or investigation is pendin
g or outstanding before any forum, court, or
governmental body, department or agency
or, to the knowledge of Developer, threate
ned, that has
the stated purpose or the probable effect of enjoining or
preventing the Closing.
¢. Bankruptcy. No insolvency proceeding, includin g, withou
t limitation, bankruptey,
receivership, reorganization, composition, or
arrangement with creditors, voluntary or involun
tary,
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, threate
ned.
12. Conditions Precedent. This Agreement and all of the obligat
ions of Developer under this
Agreement are, al Developer’s option, subject to
the fulfillment, before or at the time of the Closing
, of
cach of the following conditions:
a. Performance. ‘\he obligations, agreements, documen
ts, and conditions required to
be signed and performed by City shall have been perfor
med and complied with before or at the date
of the Closing,
b. City Commission Approval, This Agreement is approved
by the Muskegon City
Caminission.
[3. Default.
a. By Developer, \n 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 nat cured within
ten
(10) days after receipt of notice, then Developer may either
terminate this Agreement or Devcloper
may pursue its Iegal and/or equitable remedies
against City including, without limitation, specifi
c
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 al] endorsements to the Title Policy thal
Developer desires; (iti) 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 Com pany.
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 reasona
bly 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 1o any fees for any real estate agents, brokers,
or salespersons regarding this sale that the other
parly has hired.
16, Notices. Al! notices, approvals, consents and other commun
ications 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-cla
ss, registered, or vertificd 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 shal] be sent to the partics as follows:
To City: City of Muskegon
Attn.: Samantha Pulos, Code Coordinator
933 Terrace Street
Muskegon, MI 49440
To Developer: Jeffrey Vos
Infrastructure C & E
8061 Belaire Drive
Jenison, MI 49428
(616) 304-7111
Jeff@thecivilenginecr,us
{7, Miscellaneous.
a. Governing Law. This Agreement will be governed by and interpreted in
accordance with the laws of the state of Michig
an.
b. Entire Agreement. This Agrecment constitutes the
entire agreement of the parties
and supersedes any other agreements, writte
n or oral, that may have been made by and betwee
n the
parties with respect to the subject matter of
this Agreement. All contemporaneous or prior
negotiations and representations have been merge
d into this Agreement.
c. Amendment. This Agreement shall not be
modified or amended except in a
subsequent writing signed by alf parties.
d. Binding Effect. Vhis Agreement shall be bindin
g upon and enforceable by the
parties and their respective legal representati
ves, permitted successors, and assigns.
@. Counterparts, This Agreement may be execut
ed in counterparts, and each set of
duly delivered identical counterparts which includ
es all signatories, shall be deemed to be one
original document.
f. Full Execution, This Agreement requires the signat
ure ofall 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.
g. Non-Waiver. No waiver by any party of
any provision of this Agrecment shall
constitute a waiver by such party of any other
provision ofthis Agreement.
h, Severability. Should any one or more of the
provisions of this Agreement be
determined to be invalid, unlawful, or unenfo
rceable 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 party acknowledges that it has
had full Opportunity to consult
with legal and financial advisors as it has been deeme
d necessary or advisable in connection with
its decision to knowingly enter into this Agreem
ent. 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 contai
ned 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 discret
ion.
k. Venue and Jurisdiction. The parties agree that
for purposes of any dispute in
connection with this Agreement, the M uskego
n 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
Jeffrey Vos
Infrastructure C & E
py: < lr
Andr—_
e
Name: Ken Johnson
Title: Mayor
Dated: 9-17-9095
Name: Ann Marie Meisch
Title: City Clerk
Dated: oe Y-29VE _
Exhibit
A
The following described premises locat
ed in the City of Muskegon, Count
y of Muskegon, State of
Michigan, and legally described as follows:
Legal Description: CITY OF MUSKEG
ON CASTENHOLZ SUB DIV OF BLKS
100 101 & 103 TO 120
INCL LOT 19 BLK 109
Address: 1693 Elwood
Parcel#: 24-185-109-0019-00
Price: $4,275.00
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