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2045 -SE (WV)
CITY OF
gi “ym MUSKEGON
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: June 24, 2025 Title: Sale of 420 Oak, 452 Oak, and 451 Erickson.
Submitted by: Samantha Pulos, Code Department: Planning
Coordinator
Brief Summary:
Staff is seeking authorization to sell the City-owned vacant lots at 420 Oak, 452 Oak, and 451 Erickson
to RSW Holdings LLC and Barrowstone Capital LLC.
Detailed Summary & Background:
RSW Holdings LLC and Barrowstone Capital LLC would like to purchase the City-owned buildable lots
at 420 Oak, 452 Oak, and 451 Erickson for $9,000 (75% of the True Cash Value of $12,000) plus half of
the closing costs, and the fee to register the deed. RSW Holdings LLC and Barrowstone Capital LLC
will be constructing a duplex and an ADU (Accessory Dwelling Unit) on 420 and 452 Oak and a triplex
on 451 Erickson, for a total of two (2) duplexes, two (2) ADUs, and one (1) triplex.
Goal/Focus Area/Action Item Addressed:
Key Focus Areas:
Goal/Focus Area/Action Item Addressed:
Create an environment that effectively attracts new residents and retains existing residents by
filling existing employment gaps, attracting new and diverse businesses to the city, and
expanding access to a variety of high-quality housing options in Muskegon. Diverse housing
types.
Goal/Action Item:
2027 Goal 2: Economic Development Housing and Business
Amount Requested: Budgeted Item:
n/a Yes No N/A | x
Fund(s) or Account(s): Budget Amendment Needed:
n/a Yes No N/A | x
Recommended Motion:
Authorize staff to sell the City-owned vacant lots at 420 Oak, 452 Oak, and 451 Erickson to RSW
Holdings LLC and Barrowstone Capital LLC.
Approvals: Guest(s) Invited / Presenting:
Immediate Division
Head No
Information
Technology
Other Division Heads
Communication
Legal Review
PURCHASE AND DEVELOPMENT AGREEMENT
This Purchase and Development Agreement (“Agreement”) is made June 24, 2025 (“Effective Date”),
between the City of Muskegon, a Michigan municipal corporation, of 933 Terrace Street, Muskegon,
Michigan 49440 (“City”), and RSW Holdings LLC and Barrowstone Capital LLC, 691 Ottawa Beach
Road, Holland, MI, 49423. (“Developer”), with reference to the following facts:
Background
A. Developer proposes to purchase and develop three (3) vacant properties owned by City
which is located in the City of Muskegon, Muskegon County, Michigan, and each commonly known and
legally described on the attached Exhibit A (each property individually, a “Parcel” and collectively “Project
Property”).
B. City and Developer desire to establish the terms, covenants, and conditions upon which
City will sell and Developer will purchase and develop the Project Property. Developer intends to develop
on the Project Property two (2) duplexes, each with an accessory dwelling unit (ADU), and one triplex, for
a total of two (2) duplexes, two (2) ADUs, and one (1) triplex. (the “Project”).
Therefore, for good and valuable consideration, the parties agree as follows:
1, Sale and Purchase of Project Property. City agrees to sell to Developer, and Developer
agrees to purchase from City, on the terms and subject to the conditions set forthin this Agreement, the
Project Property, subject to reservations, restrictions, and easements of record.
2. Purchase Price. The total purchase price for the Project Property shall be $9,000.00,
which shall be paid in cash or other immediately available funds at Closing (defined below) less the $500
deposit that the Developer has paid to the City of Muskegon.
Pursuant to Paragraph 3(b) below, the parties acknowledge and agree that Developer shall be eligible to be
reimbursed all or a portion of the purchase price for the Parcel upon the completion of certain design
standards as further described herein.
3. Construction and Development Requirements.
a. Construction Dates. The parties acknowledge and agree that Developer shall have
a period of twenty-four (24) months from the date of Closing to complete the Project (“Construction
Period”), except as otherwise providedin this Agreement or as otherwise mutually agreed upon by
the parties in writing.
b. Construction Details; Purchase Price Reimbursement. Developer’s construction
and development of the Project Property, including single-family homes, duplexes, triplexes, and
accessory dwelling units, shall be in substantial conformance with its plans and specifications
provided to City by Developer or as otherwise agreed upon in writing between City and Developer.
As referenced above, Developer shall be eligible for reimbursement of all or a portion of the
purchase price for the Project Property upon Developer’s satisfaction of the following design
standards for each single-family home, duplex, triplex, and accessory dwelling unit it constructs on
the Project Property. If the Project includes an accessory dwelling unit, both the primary dwelling
unit (single-family home, duplex, triplex) and the accessory dwelling unit must meet the design
standards outlined below to be eligible for reimbursement.
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 builds a duplex or small multiplex, Developer would be
reimbursed 100% of the purchase price for this Parcel.)
4, Right of Reversion. Notwithstanding anything herein to the contrary, and as security for
Developer’s obligation to commence and complete construction of a duplex plus an ADU on both 420 and
452. Oak and a triplex on 451 Erickson, the quit claim deed conveying the Project Property to Developer
shall contain a right of reversion in all of the Project Property (“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 Project Property shall automatically revert to City upon the
terms and conditions further provided in this Paragraph 4 below. For purposes of this Paragraph
4(a), commencing construction means furnishing labor and materials to the Parcel of the Project
Property and beginning installation of the approved duplex plus an ADU on both 420 and 452 Oak
and a triplex on 451 Erickson.
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 Property 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 Paragraph 4 below. For purposes of this Paragraph 4(b),
completing construction means the issuance 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) months for the Project Property that have a completed
foundation before the expiration of the initial Construction Period.
If any of the above conditions occur, City shall automatically have City’s Reversionary Right to reacquire
title to the Project Property, as the case may be. To exercise City’s Reversionary Right described herein,
City must provide written notice to Developer (or its permitted successors, assigns, or transferees) within
thirty (30) days of Developer’s failure under this Agreement, but in any event prior to Developer 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 marketable title to the Project Property, as the case may be, through
its exercise of its rights under this Paragraph within thirty (30) days of City’s demand, including without
limitation, the execution of appropriate deeds and 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 Developer 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 condition than upon the date of Closing. These covenants 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 Effective Date, Developer shall order a title
commitment for an extended coverage ALTA owner’s policy of title insurance issued by Transnation Title
Agency (the “Title Company”) for the Project Property in the amount of the total purchase price for the
Project Property and bearing a date later than the Effective Date, along with copies of all of the underlying
documents referenced therein (the “Title Commitment”). 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 Developer, but
subject to Permitted Exceptions (defined below). As soon as possible after the Closing, Developer shall
cause the Title Company to furnish to Developer an extended coverage ALTA 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 raise objections to the status of City’s title to the Project Property. 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 either (a) remedy the objections, or (b) notify Developer that it will not remedy the objections.
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 option, 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 Permitted 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 responsible for the payment of all real
estate taxes and assessments that become due and payable prior to Closing, without proration. Developer
shall be responsible for the payment of all real estate taxes and assessments that become due and payable
after Closing, without proration.
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 purpose
prior to Closing. If no survey is obtained, Developer agrees that Developer is relying solely upon
Developer's own judgment as to the location, boundaries, and area of the Project Property and
improvements thereon without regard to any representations 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 Closing discloses an
encroachment or substantial variation from the presumed 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 encroachment 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 satisfied with the results of the inspections for any reason,
Developer shall notify City in writing of Developer’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 limitation, soil conditions,
and any environmental conditions; (ii) the suitability of the Project Property for any or all of Developer’s
activities and uses; (iii) the compliance of or by the Project Property with any laws, codes, or ordinances;
(iv) the habitability, marketability, profitability, or fitness for a particular purpose of the Project Property;
(v) existence in, on, under, or over the Project Property 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 investigation 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 herein closes, Developer agrees to accept the respective Project Property
acquired 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 warranties or
covenants specifically set forth in this Agreement. In the event this transaction closes, then subject to City’s
express representations, warranties, and covenants in this Agreement, Developer acknowledges and agrees
that it has determined that the respective Project Property it has acquired and all improvements thereon are
in a condition satisfactory to Developer based on Developer’s own inspections and due diligence, and
Developer has accepted such Project Property in their present condition and subject to ordinary 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.
1. Developer’s Representations and Warranties of Developer. Developer represents,
covenants, and warrants the following to be true:
a. Authority, Developer has the power and authority to enter into and perform
Developer’s obligations under this Agreement.
b. Litigation. No judgment is outstanding against Developer and no litigation, action,
suit, judgment, proceeding, or investigation is pending or outstanding before any forum, court, or
governmental body, department or agency or, to the knowledge of Developer, threatened, that has
the stated purpose or the probable effect of enjoining or preventing the Closing.
c. Bankruptcy. No insolvency proceeding, including, without limitation, bankruptcy,
receivership, reorganization, composition, or arrangement with creditors, voluntary or involuntary,
affecting Developer or any of Developer's assets or property, is now or on the Closing Date will be
pending or, to the knowledge of Developer, threatened.
12. Conditions Precedent. This Agreement and all of the obligations of Developer under this
Agreement are, at Developer’s option, subject to the fulfillment, before or at the time of the Closing, of
each of the following conditions:
a. Performance. The obligations, agreements, documents, and conditions required to
be signed and performed by City shall have been performed and complied with before or at the date
of the Closing.
b. City Commission Approval. This Agreement is approved by the Muskegon City
Commission.
13. Default.
a. By Developer. In 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 not cured within ten
(10) days after receipt of notice, then Developer may either terminate this Agreement or Developer
may pursue its legal and/or equitable remedies against City including, without limitation, specific
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 all endorsements to the Title Policy that Developer desires; (iii) 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 Company.
C. Deliveries. At Closing, City shall deliver a quit claim deed for the Project Property
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 reasonably 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 to any fees for any real estate agents, brokers, or salespersons regarding this sale that the other
party has hired.
16. Notices. All notices, approvals, consents and other communications 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-class, registered, or certified 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 shall be sent to the parties as follows:
To City: City of Muskegon
Attn.: Samantha Pulos, Code Coordinator
933 Terrace Street
Muskegon, MI 49440
w/ copy to: Parmenter Law
Attn.: John C. Schrier
601 Terrace Street, Suite 200
Muskegon, MI 49440
Email: john@parmenterlaw.com
To Developer: RSW Holdings LLC & Barrowstone Capital LLC
Attn.: Ron Webb
691 Ottawa Beach Road
Holland MI, 49423
Email: ron.webb@cbgreatlakes.com
Cell: 616-291-2782
17. Miscellaneous.
a. Governing Law. This Agreement will be governed by and interpreted in
accordance with the laws of the state of Michigan.
b. Entire Agreement. This Agreement constitutes the entire agreement of the parties
and supersedes any other agreements, written or oral, that may have been made by and between the
parties with respect to the subject matter of this Agreement. All contemporaneous or prior
negotiations and representations have been merged into this Agreement.
Cc. Amendment. This Agreement shall not be modified or amended except in a
subsequent writing signed by all parties.
d. Binding Effect. This Agreement shall be binding upon and enforceable by the
parties and their respective legal representatives, permitted successors, and assigns.
e. Counterparts. This Agreement may be executed in counterparts, and each set of
duly delivered identical counterparts which includes all signatories, shall be deemed to be one
original document.
f. Full Execution. This Agreement requires the signature of all 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 Agreement shall
constitute a waiver by such party of any other provision of this Agreement.
dotloop signature verification: dilp.us/v/gp-lbPwZDI
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h. Severability. Should any one or more of the provisions of this Agreement be
determined to be invalid, unlawful, or unenforceable 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 deemed necessary or advisable in connection with
its decision to knowingly enter into this Agreement. 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 contained 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 discretion.
k. Venue and Jurisdiction. The patties agree that for purposes of any dispute in
connection with this Agreement, the Muskegon 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 RSW Holdings LLC
By: | eemeee etek |
Name: Ron Webb
By: On Neue Pag? Dated:
Name: Ken Johnson /
Title: Mayor
Bar j
Dated:
By: [eta ered |
Name:
By: Dated:
Name: Ann Marie Meisch
Title: City Clerk
Dated:
h. Severability. Should any one or more of the provisions of this Agreement be
determined to be invalid, unlawful, or unenforceable 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 deemed necessary or advisable in connection with
its decision to knowingly enter into this Agreement. 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 contained 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 discretion.
k, Venue and Jurisdiction. The parties agree that for purposes of any dispute in
connection with this Agreement, the Muskegon 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 RSW Holdings LLC
By: On proves flaad.
Name: Ron Webb.
By: Vo ~Cpbrer— Dated:
Name: Ken Johrlson
Title: Mayor
Dated: vA aly_ 93S Barrowstone Capital LLC
By: Bn (over pAae
BreanneDN Dated:
Name:
Name:Ann Marie Meisch
Title: City Clerk
Dated:
Exhibit A
The following described premises located in the City of Muskegon, County of Muskegon, State of
Michigan, and legally described as follows:
Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 8 BLOCK 44
Address: 420 OAK AVE, MUSKEGON, MI 49442
Parcel #: 61-24-205-044-0008-00
Price: $3,000.00
Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 12 EXCEPT WEST 1
FOOT BLOCK 44
Address: 452 OAK AVE, MUSKEGON, MI 49442
Parcel #: 61-24-205-044-0012-00
Price: $3,000.00
Legal Description: CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 11 & 13 BLOCK 148
Address: 451 ERICKSON, MUSKEGON, MI 49442
Parcel #: 61-24-205-148-0011-01
Price: $3,000.00
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