Approved Agreements and Contracts 2025/02/11 Sale of 1693 Elwood

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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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