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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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