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mem MUSKEGON
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: July 22, 2025 Title: Allen Edwin/Green Development Ventures
Lot Purchase and Development Agreement
Submitted by: Jake Eckholm, Development Department: Economic Development
Services Director
Brief Summary:
Allen Edwin Homes, through their subsidiary Green Development Ventures is seeking a contract to
purchase and develop 22 city owned vacant lots for MSHDA regulated rental housing.
Detailed Summary & Background:
In 2023, city staff assisted Muskegon County and Allen Edwin Homes to reach a real estate deal in
order to utilize the newly passed scattered site housing payment-in-lieu-of-taxes (PILOT) amendment
to the MSHDA Act which allows the addition of single family detached housing in neighborhoods with
MSHDA rent limits. These limits dictate the rent be held under the MSHDA imposed limit for 120% Area
Median Income (AMI). The city passed a resolution for housing exemption along with a restrictive
covenant on the subject properties, and the county land bank entered into a purchase and
development agreement with Allen Edwin. This arrangement has worked out well for all parties, with
AE underway or complete on 17 of the contracted 34 homes and providing the community with
larger format single family rental units. The units are primarily 4 bedroom, 2 bathroom single family
homes.
The purchase and development agreement attached is the same format, but for city-owned lots as
opposed to properties owned by the county land bank. Allen Edwin is happy with the progress they
have seen with the county agreement and is seeking the opportunity to make further housing
investment. The agreement compels them to build at a pace of 8 homes a year for a period not
exceed 5 years, as some lots may be split to accommodate more units. Closing on any of the lots is
contingent on the future passage of a resolution and restrictive covenant on the lots fo allow a PILOT.
As we have approved with other groups, the statute required PILOT rate would be 10% of shelter rents
for a period of 15 years. This allows us to approve the agreement and wait to pass the PILOT until after
Allen Edwin has had the opportunity to complete any due diligence, so that way if there are any lots
with concerns they can choose to not take them and we keep them on the normal tax roll, as
opposed to approving a PILOT for something that doesn't get built.
Goal/Focus Area/Action ltem Addressed:
Key Focus Areas:
Goal/Action Item:
2027 Goal 2: Economic Development Housing and Business
LOT PURCHASE AGREEMENT
; This LOT PURCHASE AGREEMENT (this “Agreement”) is made on
Ji by 22 RQORS, by and between GREEN DEVELOPMENT VENTURES, LLC, a
Michigan limited liability company of 2186 E. Centre Ave. Portage, MI 49002 (“Purchaser”) and
the CITY OF MUSKEGON, a Michigan municipal corporation, of 933 Terrace St., Muskegon,
MI 49440 (“Seller”) as follows:
BACKGROUND
Seller desires to sell, and Purchaser desires to purchase twenty-three (23) Lots, located in
the City of Muskegon, Muskegon County, Michigan.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND
CONDITIONS SET FORTH HEREIN THE PARTIES AGREE AS FOLLOWS:
1. Lots. Seller agrees to sell and Purchaser agrees to purchase twenty-four (24) Lots,
located in the City of Muskegon, Muskegon County, State of Michigan, described on the attached
Exhibit A (the “Lots”).
2. Purchase Price. The Purchase Price of each Lots shall be as shown Exhibit A,
attached hereto.
The Purchase Price shall be delivered at Closing in immediately available funds subject to
the terms and conditions stated in this Agreement. The Purchaser’s obligations under this
Agreement are not contingent upon financing.
3. Investigation Period; Right to Terminate. The “Investigation Period” shall expire
sixty (60) days following the date this Lot Purchase Agreement has been executed by both parties
(the “Effective date”). During the Investigation Period, Purchaser shall have the right to have the
Lots inspected, surveyed, evaluated, analyzed, tested, appraised and/or assessed for any matter
whatsoever, including but not limited to, market value; soil conditions; location of flood plains;
presence of wetlands and necessary mitigation, if any; storm water drainage systems; presence of
environmental contamination; health and safety conditions; access to utilities; access to public
roads; zoning; compliance with laws, codes and ordinances and any other matter desired by
Purchaser. Seller hereby grants Purchaser and Purchaser’s agents, employees, representatives,
consultants, and contractors a nonexclusive license during the term of this Agreement, to enter and
have access to the Lots for purposes of having such investigations performed and the right to
discuss the Lots and the conditions related thereto with governmental authorities. Purchaser may
choose to have Contractors perform site investigation work on site. During the Investigation
Period, and any extensions thereof, Purchaser has sole discretion to terminate this Agreement.
Purchaser agrees to waive any claims of liability against Seller that may occur during the
Investigation Period. Seller shall receive copies of any produced materials during the Investigation
Period from Purchaser.
4, Payment of Property Taxes. Property taxes for the year of Closing shall be pro-
rated as of the date of Closing on a calendar basis based upon the amount of such taxes if known
at the time of Closing.
5. Closing Deadline; Purchase Schedule, and Contingencies. Purchaser shall maintain
a minimum build pace of eight (8) homes per year, measured from the date of closing on the initial
eight (8) lots. The Purchase Price shall be paid, and the individual Closings shall occur, as follows:
A. Purchaser shall close on a minimum of eight (8) Lots of their choice from
Exhibit A to occur within 10 days of the latter of: (a) expiration of the Investigation Period, or any
extensions thereof; and (b) full and final approval of a tax-exemption for the Lots in accordance
with an Ordinance adopted under SB 432, codified at MCL 125.1415a, on terms acceptable to
both parties.
B. During the five (5) year period following the closing of the Initial Partial
Purchase, Purchaser shall purchase a minimum of eight (8) Lots per year from Exhibit A, identified
by Purchaser (the “Option Purchase Period”). If during a twelve (12) month period Purchaser does
not close on eight (8) or more Lots per year, then the Lot Purchase Agreement is terminated and
Seller may market any remaining lots on Exhibit A without reservation or consideration to
Purchaser.
C. Option Purchase Periods. During the Option Purchase Period, Purchaser
shall have access to the Lots and investigation rights consistent with Section 3 hereof to evaluate
the Optioned Lots for suitability. There may be multiple purchases and closings within the Option
Purchase Period. Purchases shall be measured cumulatively.
6. Seller’s Closing Deliveries. At Closing, Seller shall deliver to the Purchaser, the
following items, which shall be in a form and substance satisfactory to Purchaser:
A. A Quit Claim Deed conveying to Purchaser title to the Lots, executed and
acknowledged by Seller in recordable form;
B. An ALTA fee owner’s policy of title insurance or equivalent coverage from
Trans Nation Title Company (the “Title Policy”) in an amount not less than the Purchase Price
insuring Purchaser as owner of fee simple, indefeasible title to the Lots without standard
exceptions, and subject only to the following permitted exceptions (the “Permitted Exceptions”):
(1) the lien prorated property taxes not yet due and payable, (2) utility easements serving the Lots,
(3) other matters described in Section 9 and 10, (4) any matter arising as a result of any act or
omission of Purchaser; and (5) such other matters that are not objected to by Purchaser.
C. Such other documents, including a signed Closing Statement, as are
necessary and appropriate for the consummation of this transaction by Seller.
7. Purchaser’s Closing Deliveries. At Closing, Purchaser shall deliver to Seller, the
Purchase Price and such other documents, including a signed Closing Statement, as are necessary
and appropriate for the consummation of this transaction by Purchaser.
8. Closing Costs and Prorations. Seller shall pay or reimburse Purchaser for (i) all
transfer and/or conveyance taxes, if any, assessed in connection with Closing, (ii) the premium for
the Title Policy, (iii) one half (1/2) of any closing fee charged by the title company in connection
with this transaction, and (iv) any special assessments (sewer or otherwise but not including hook-
up fees or associated costs of the same) that currently exist against the Lots. Seller shall be
responsible for and pay all past due real estate taxes and assessments at or prior to Closing. This
obligation shall survive the Closing.
9, Title. Purchaser shall order a commitment for an owner’s policy of title insurance
from Trans Nation Title Company (the “Title Policy”) within ten (10) days of the date of this
Agreement. After Purchaser has received both the title commitment and the Survey described in
Section 10 below (if obtained), both in a form satisfactory to Purchaser, the Purchaser shall deliver
written notice of any objections Purchaser has to the title commitment. Seller shall have 30days
from receipt of such notice of objections to provide written notice to Purchaser as to whether Seller
will cure such objections at or before Closing. If Purchaser notifies Seller of the existence of
defects rendering title unmarketable and should Seller fail to effect cure of such defects by Closing,
Purchaser may, at its option: (1) extend the time for Seller's performance hereunder only if Seller
so requests, (2) waive such objections, or (3) terminate the subject property with the objection(s)
from the Agreement.
10. Survey. Within ten (10) days of the date of this Agreement, Purchaser may order,
at its expense, a new ALTA survey (the “Survey”) of the Lots, showing the legal description of
the Lots, any boundary encroachments that may impact the Lots, all easements affecting the Lots
and such other matters desired by Purchaser.
11. Environmental Matters. Purchaser may, at its expense, conduct such environmental
site evaluations of the Lots as it deems appropriate including, without limitation, a Phase I and
Phase II environmental site assessment and/or a Baseline Environmental Assessment (collectively,
the “Site Investigation Reports”).
12. Representations and Warranties of Seller. Seller hereby represents to Purchaser
that to the best of the City Manager of the City of Muskegon’s knowledge, as of the date hereof
and on the date of Closing, which representations shall survive Closing, but without investigation
by Seller:
A. Seller has the right, power and authority to enter into this Agreement and to
sell the Lots in accordance with the terms hereof, and Seller has granted no option or right of first
refusal to any other person or entity to purchase the Lots and has not entered into any contract to
sell the Lots as of the date of the Agreement. The individuals signing this Agreement and all other
documents executed or to be executed pursuant hereto on behalf of Seller are and shall be duly
authorized to sign the same on Seller's behalf and to bind Seller thereto.
B. Seller has not received any notice of, and has no knowledge of, existing
violations on the Lots or any portion thereof of any zoning, building, fire, health, pollution,
environmental protection, hazardous or toxic substance or waste disposal law or ordinance.
C. At Closing, there will be no parties in possession of the Lots or entitled to
possession thereof other than Seller. There will be no leases, agreements, options or other
instruments or agreements in effect with respect to the Lots.
Dz. There are no existing or pending condemnations or sales in lieu thereof with
respect to the Lots, or any part thereof, nor have any such actions, suits, proceedings or claims
been threatened or asserted.
E, Seller has the right to, and will convey to, Purchaser the Property pursuant
to the Quit Claim Deed.
F. All general real estate related property taxes and assessments shall have
been paid when due. There are no delinquent assessments. Except for any ordinary accruals of
dues, no future assessments against the Lots have been announced.
G, There is no litigation, proceeding or investigation pending or, to Seller’s
knowledge, threatened against or involving Seller or the Lots, and Seller does not know or have
reason to know of any grounds for any such litigation, proceeding or investigation, which could
have an adverse impact on Purchaser or Purchaser’s title to or use of the Lots, either before or after
Closing.
H. All federal, state and local real estate, personal property and other taxes
relating to the Lots (other than those not currently due and payable) shall be properly paid on or
before Closing. Seller has not received any notice of assessment or proposed assessment in
connection with the Lots.
I. Seller is not a “foreign person” as that term is defined in section 1445 of the
Internal Revenue Code of 1986, as amended.
J. The Lots and Seller are in full compliance with all requirements of federal,
state and local environmental, health or safety laws, regulations and administrative or judicial
decrees, as amended (the “Environmental Laws”).
K. With the exception of the documents provided by Seller to the Purchaser,
there are no reports, studies, appraisals, engineering reports, correspondence, agreements with
governmental authorities, wetland studies or reports, flood plain studies or reports and/or other
written information related to the Lots of which Seller is aware or that are in Seller’s possession
or control.
13. | Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Seller, which representations and warranties shall survive Closing, that as of the date
hereof, and on the date of Closing:
A. Purchaser has the full power and authority to execute, deliver and perform
this Agreement and all of Purchaser’s obligations under this Agreement; and
B. The individuals signing this Agreement and all other documents executed
or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign
the same on Purchaser’s behalf and to bind Purchaser thereto.
14. Intentionally Omitted.
15. Default and Remedies.
A. Purchaser’s Default; Seller’s Remedy. Ifthe Purchaser fails to close on the
purchase of the Lots, Seller may, as its sole and exclusive remedy terminate this Agreement by
giving an appropriate Notice of Default as provided below.
B. Seller’s Default; Purchaser’s Remedies. In the event Seller fails to timely
perform any material act, or provide any material document or information required to be provided
by Seller, or in the event any Representation made by Seller pursuant to this Agreement is untrue
when made, then Purchaser shall be entitled to (i) terminate this Agreement, , and title back any
unbuilt lots closed on by Purchaser to the Seller.
C. Notice of Default. In the event either party declares the other to be in
default, such declaration shall be in writing, with an outline of the actions required to cure such
default. The recipient of such notice of default shall have sixty (60)days to cure the alleged
default.
16. Intentionally Omitted.
17. Sale and Assignment of Agreement. Purchaser shall have the right to assign all of
its rights and delegate all of its obligations under this Agreement to another entity with written
consent from Seller, provided however, that no assignment shall operate as a release of the
Purchaser. Any assignment by the Purchaser will not relieve the Right of Reversion restriction
outlined in the Quit Claim Deed.
Intentionally Omitted.
19. Miscellaneous.
A. TIME IS OF THE ESSENCE OF THIS AGREEMENT.
B. This Agreement shall be governed by and construed under the laws of the
state of Michigan.
C. This Agreement supersedes all prior discussions and agreements between
Seller and Purchaser with respect to the conveyance of the Lots and all other matters contained
herein and constitutes the sole and entire agreement between Seller and Purchaser with respect
thereto. This Agreement may not be modified or amended unless such amendment is set forth in
writing and signed by both Seller and Purchaser.
D. All notices, payments, demands or requests required or permitted to be
given pursuant to this Agreement shall be in writing and shall be deemed to have been properly
given or served effective on the second (2nd) business day after being deposited in the United
States mail, postpaid and registered or certified with return receipt requested; or when sent by
private courier service for same-day delivery or one day after being sent by private courier service
for next-day delivery. Notices shall be sent via e-mail and also to the respective addresses set forth
below:
To Seller: City of Muskegon
ATTN: Director of Development Services
933 Terrace St.
Muskegon, MI M9440
To Purchaser: Green Development Ventures, LLC
ATTN: Thomas M. Larabel
795 Clyde Ct., SW
Byron Center, Michigan 49315
tlarabel@allenedwin.com
With a copy to: Eric J. Guerin
2186 E. Centre Ave.
Portage, Michigan 49002
eguerin@allenedwin.com
Brian Farkas
795 Clyde Ct., SW
Byron Center, Michigan 49315
bfarkas@allenedwin.com
Alexandra Kruh
atyra@allenedwin.com
E. This Agreement shall inure to the benefit of and bind the parties hereto and
their respective heirs, legal representatives, successors and permitted assigns.
F. Allen Edwin Realty, L.L.C., is a broker for Purchaser, and it waives any
commission.
G. Seller shall waive any connection fees for water service or sewer service for
the Lots.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
SELLER:
CITY OF MUSKEGON
By: Ken Fohnson
Its: Moy or
PURCHASER:
GREEN DEVELOPMENT VENTURES, LLC
Le. nL,
By:Thomas Larabel (Jul 22, 2025 05:34 EDT)
Thomas Larabel
Its: Vice President
EXHIBIT A
24 Lots
City of Muskegon, Muskegon County
LOTS TO BE SOLD:
LOT NO. ADDRESS PURCHASE PRICE
| 512 E Apple $1,600
2 477 E Apple $3,200
3 492 Ada Avenue $4,000
4 1060 Williams Street $4,000
5 724 E Isabella Avenue $1,600
6 876 E Isabella Avenue $4,500
7 502 Catherine Avenue $4,000
8 488 Catherine Avenue $1,600
9 591 Catherine Avenue $3,200
10 1162 Williams Street $4,000
11 457 Catherine Avenue $4,000
12 415 Mclaughlin Avenue $5,000
13 435 Mclaughlin Avenue $4,000
14 449 Mclaughlin Avenue $4,000
15 510 Mclaughlin Avenue $4,000
16 559 Mclaughlin Avenue $4,000
17 1968 Smith Street $5,700
18 576 E Dale Avenue $5,700
19 1657 Elwood Street $5,700
20 2127 Austin Street $4,500
21 1710 Superior Street $5,700
22 1984 Elwood Street $5,700
23 1974 Park Street $5,700
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