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CITY OF MUSKEGON
City Commission Worksession
October 8, 2007
AGENDA
I. Government Efficiency Charter Amendments.
2. Former Parking Ramp Property.
3. November Worksession Date.
4. Review City Manager's Evaluation Form.
5. Any Other Business.
6. Adjournment.
City of Muskegon
City Commission Worksession
Monday, October 8, 2007
City Commission Chambers
5:30 PM
MINUTES
2007-86
Present: Commissioners Warmington, Gawron, Shepherd, Spataro, Wierengo, and Wisneski.
Absent: Commissioner Carter.
Government Efficiency Charter Amendments
Several possible charter amendments are suggested in the 2008 Budget statement. Commission
asked staff to forward a recommendation to City Commission for consideration on the August
ballot.
Former Parking Ramp Property
Tammy and Alan Jagger of Press Excavating are requesting to grass over the former downtown
parking ramp property area until leases can be secured for the 120 parking spots.
The City Commission agreed to extend the agreement for one year.
November Worksession Date
It was agreed to move the November Worksession to the November 5, 2007 CRC meeting ifa
meeting is deemed necessary.
Review City Manager's Evaluation Form
The City Clerk will forward both forms for City Commission review.
Any Other Business
Motion by Commissioner Spataro, seconded by Commissioner Wierengo, to authorize the
payment of a membership fee to the West Michigan Strategic Alliance at a cost of $100.
MOTION PASSES
Tim Paul reported there may be a change in retiree health insurance for retirees age 65 and over.
The current insurance group may be disbanding. An alternative has been found that may prove
to be more beneficial.
Adjournment
Motion by Commissioner Shepherd, seconded by Commissioner Spataro to adjourn at 6:14
p.m.
MOTION PASSES
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Ann Marie Becker, MMC
City Clerk
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PURCHASE AGREEMENT
This Agreement is made on f¼vemb ec IL./ , 2006 between the City of
Muskegon, a Michigan municipal corporation, with offices located at 933 Terrace Street,
Muskegon, Michigan, 49440 ("City") and Press's Development, LLC, a Michigan limited
liability company, of 8081 Holton Duck Lake Rd, Holton MI 49425 ("Buyer").
l. Purchase Agreement dated July 11, 2006. The Purchase Agreement executed
by City and Buyer on or about July 11, 2006, is hereby terminated. Monies paid by Buyer to
City and Buyer to Land America Transnation Title, pursuant to the July 11, 2006 Purchase
Agreement shall be delivered to City as satisfaction for the purchase price for this Purchase
Agreement.
2. Purchase and Sale of Premises. City shall sell and Buyer shall purchase on the
conditions set forth in this Agreement the Premises, and all improvements thereon, with all
beneficial easements, and with all of City's right, title and interest in all adjoining public ways,
commonly known as the City of Muskegon Parking Ramp and legally described on Exhibit A
("Premises") subject to the reservations, restrictions and easements ofrecord, provided said
reservations, restrictions and easements of record are reasonably acceptable to Buyer upon
disclosure and review of the same.
3. Purchase Price and Manner of Payment. The purchase price for the Premises
shall be$ I 00,000, payable upon execution of this Purchase Agreement to City, by wire transfer,
certified or cashier's check.
4. Title Insurance. City has provided to Buyer an owner's policy of title insurance
("Title Policy No. 1") issued by a mutually agreeable title company in the standard A.LT.A.
form, without the standard exceptions, certified to the date of closing, in the amount of the
purchase price and Buyer waives any objections to the exceptions or encumbrances shown on
Title Policy No. 1. City shall order an updated owner's policy prior to closing ("Title Policy No.
2"). If Buyer raises a title objection to an exception or encumbrance disclosed in Title Policy
No. 2, which was not disclosed in Title Policy No. 1, Buyer shall not be required to close this
transaction unless City cures the objection or Buyer waives its objection. Additionally, if Buyer
raises a title objection to an exception or encumbrance disclosed in Title Policy No. 2, which was
not disclosed in Title Policy No. 1, City shall have the right not to cure the objection; in which
case this Agreement shall terminate and City shall return the Purchase Price to Buyer. If City
elects to cure the objection, City shall take action to remove the exception or the encumbrance
from the chain of title, in order to remove it from the commitment and the policy. The title
insurance policy shall include a tax lien search certified to the date of closing that shows no tax
liens against the Premises.
5. 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 the date of closing.
Buyer shall be responsible for the payment of all real estate taxes and assessments that become
due and payable after the date of closing.
6. Survey. City has provided Buyer with copies of any surveys City has of the
Premises. Buyer has had the opportunity to obtain its own survey. Buyer waives any
encroachment or substantial variation from the presumed land boundaries or area and elects to
purchase the Premises subject to said encroachment or variation.
7. Inspection Period. Buyer, and Buyer's agents, employees, contractors and
consultants have conducted such inspections, investigations, appraisals, tests, feasibility studies,
and determinations of the Premises as Buyer, in its sole discretion, shall desire. Buyer and City
agree that it is the intent of the Buyer to demolish the parking structure currently existing on the
Premises. The Due Diligence Investigation has been completed and Buyer has no objection.
8. Representations, Covenants and Warranties of City. City represents,
covenants and warrants the following to be true:
a. Organization and Standing of City. City is a Michigan municipal
corporation duly organized, validly existing and in good standing under the laws of the
State of Michigan.
b. Authority. City has the power and authority to enter into and perform its
obligations under this Agreement.
c. Title to Purchased Assets. City has good and marketable title to the
Premises, except as set forth in this Agreement. The Premises are subject to no
mortgage, pledge, lien, encumbrance, security interest, or charge except as will be set
forth on the title insurance commitment.
9. Representations, Covenants, and Warranties of Buyer. Buyer represents,
covenants, and warrants the following to be true:
a. Status of Buyer. Buyer is validly existing and in good standing under the
laws of the State of Michigan.
b. Authority. Buyer has the power and authority to enter into and perform
Buyer's obligation under this Agreement.
c."As-Is" Sale. BUYER UNDERSTANDS AND AGREES THAT
THERE SHALL BE NO IMPLIED WARRANTIES OF HABIT ABILITY,
QUALITY, CONDITION, FITNESS FOR A PARTICULAR PURPOSE, OR ANY
OTHER IMPLIED WARRANTIES BETWEEN CITY AND BUYER, AND UPON
CLOSING, BUYER WAIVES ANY AND ALL SUCH IMPLIED WARRANTIES,
AND ACCEPTS THE PROPERTY "AS IS," "WHERE IS," SUBJECT ONLY TO
THE EXPRESS COVENANTS, CONDITIONS AND/OR WARRANTIES
CONTAINED IN THIS PURCHASE AGREEMENT. AT CLOSING, BUYER
SHALL REPRESENT THAT IT HAS PERSONALLY INSPECTED THE
PROPERTY AND IS SATISFIED WITH THE CONDITION OF THE LAND, AND
THAT THE PROPERTY IS BEING PURCHASED AS A RESULT OF SUCH
INSPECTION AND INVESTIGATION, AND NOT DUE TO ANY
REPRESENTATIONS MADE BY OR ON BEHALF OF CITY
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d. Parking. Buyer agrees to use the Premises solely as parking for five years
after the date of closing. Such parking must be open to the general public, but Buyer may
charge the public a commercially reasonable rate for parking. The parking spaces may be
either surface parking or ramp parking, but if Buyer decides to construct a new parking
ramp on the Premises, the parking ramp must be open and available for public parking.
10. Pre-Closing Demolition. Prior to Closing, Buyer may enter the Premises for the
purpose of d~molishing and removing any debris, cement pads, concrete, or parking ramp
material. Buyer may commence demolition upon execution of this Purchase Agreement, but
must commence demolition by January 20, 2007, Demolition, including removal of all
concrete and parking ramp material, except for the floor and any below-grade improvements,
shall be completed by June 20, 2007. If Buyer fails to commence demolition of the parking
ramp by January 20, 2007, City may either:
a. Terminate this Purchase Agreement by providing written notice to Buyer and
returning $30,000 of the Purchase Price; or
b. Waive, in writing, the failure to commence demolition timely and permit
Buyer to proceed with demolition and close on the acquisition of Premises.
If Buyer commences demolition of the Parking Ramp, but does not complete the demolition by
August 1, 2007, City may either:
a. Terminate the Purchase Agreement by providing written notice to Buyer
and retain the $100,000 previously paid by Buyer; or
b. Waive, in writing, the failure to complete demolition and permit Buyer to
complete the demolition and close on the acquisition of the Premises.
11. Conditions Precedent. This Agreement and all of the obligations of Buyer under
this Agreement are, at Buyer's option, subject to the fulfillment, before or at the time of the
Closing, of each of the following conditions:
a. Representations and Warranties True at the Closing. The
representations, covenants, and warranties of City contained in this Agreement shall be
true in all material respects at the time of the Closing.
b. 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.
12. Default. Except as provided for in Paragraph JO, the following default provisions
apply:
a. By Buyer. In the event Buyer fails to comply with any or all of the
obligations, covenants, warranties or agreements under this Agreement and such default
is not cured within 10 days after receipt of notice, then City may terminate this
Agreement, in which event both parties will be released from any further liability under
this Agreement, or City may pursue its legal and/or equitable remedies against Buyer.
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 10 days after receipt of notice, then Buyer may either terminate this
Agreement, in which event both parties will be released from any further liability under
this Agreement, or Buyer may pursue its legal and/or equitable remedies against City.
13. Real Estate Commission. Buyer and City both acknowledge and agree that
neither has dealt with any real estate agents, brokers or salespersons regarding this sale, and that
no agent, broker, salesperson or other party is entitled to a real estate commission upon the
closing of this sale. Buyer and City both agree to indemnify and hold the other harmless from
any liability, including reasonable attorney fees, occasioned by reason of any person or entity
asserting a claim for a real estate commission arising from actions taken by the other party.
14. Closing.
a. Date of Closing. Unless the parties otherwise mutually agree, the closing
shall be held after demolition of the parking ramp, but no later than August 15, 2007.
The closing shall be held at a mutually convenient location.
b. Costs. The costs associated with this Agreement and the closing shall be
paid as follows:
1. Buyer shall pay the premium for the owner's policy of title
msurance.
ii. 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.
m. Buyer shall pay for the cost of recording the quit claim deed.
1v. City shall pay the cost associated the title company closing this
transaction.
c. Deliveries. At closing, City shall deliver at its sole cost and expense the
following documents in a form reasonably satisfactory to Buyer.
1. the quit claim deed to the Premises.
ii. such other documents as may be reasonably required by Buyer or
the title company to effectuate the transaction contemplated by this Agreement.
15. Possession. Except as provided in Paragraph l 0, possession of the Premises is to
be delivered to Buyer by City at Closing.
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16. Risk of Loss. Until the time of closing, risk of loss because of the damage to or
destruction of any improvements located on the Premises shall be solely that of City, except to
the extent that Buyer caused the damage or destruction. However, because it is the intent of the
Buyer to demolish any improvements located on the Premises prior to Closing, any damage to or
destruction of any improvements located on the Premises prior to closing shall not act to
terminate this Agreement and the closing shall proceed as scheduled. In the event the
improvements located on the Premises are damaged prior to the date of closing, the City shall
retain any insurance proceeds to be received by City because of said damage or other destruction.
17. Notice. All notices and other deliveries required under this Agreement shall be
made and given to the appropriate party, or the office of the party, at the address set forth above
or at such other address as may hereafter be specified by such parties by written notice from time
to time. Notices shall be effective on the date of receipt, if given by hand, express delivery or
recognized courier service. Notices given by certified mail shall be deemed effective three
business days after the date of deposit in an authorized postal facility, as shown by its receipt for
certified mail. Either party may designate a telephone number to be used for fax notices to such
party, in which event any notice transmitted to such number shall be effective on the date shown
in the printed confirmation of such transmission, free of error, generated by the sender's
machine.
18. Miscellaneous.
a. Governing Law. This Agreement is executed in accordance with, shall be
governed by, and construed and interpreted in accordance with the laws of the State of
Michigan.
b. Entire Agreement. This Agreement shall constitute the entire agreement,
and shall supersede any other agreements, written or oral, , that may have been made or
entered into, by and between the parties with respect to the subject matter of this
Agreement and shall not be modified or amended except in a subsequent writing signed
by the party against whom enforcement is sought. Specifically being superseded is the
Purchase Agreement between City and Buyer, dated July 11, 2006.
c. Binding Effect. This Agreement shall be binding upon, and inure to the
benefit of and be enforceable by, the parties and their respective legal representatives,
permitted successors and assigns.
d. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original as against any party whose
signature appears thereon, and all of which together shall constitute one and the same
instrument. This Agreement shall become binding upon the parties when one or more
counterparts, individually or taken together, shall bear the signatures of all parties.
d. Non-Waiver. No waiver by any party of any provision of this Agreement
shall constitute a waiver by such party of such provision on any other occasion or a
waiver by such party of any other provision of this Agreement.
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e. Severabi/ity. 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.
f. Assignment or Delegation. Except as otherwise specifically set forth in
this Agreement, Buyer shall not assign all or any portion of their rights and obligations
contained in this Agreement without the express prior written approval of City, which
approval may be withheld in City's sole discretion.
g. Venue. 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 venue.
h. Survival ofRepresentations and Warranties. The representations,
warranties, covenants and agreements contained in this Agreement and in any instrument
provided for in this Agreement shall survive the closing date and continue in full force
and effect after the consummation of this purchase and sale and continue until all
liabilities of Buyer have been fully satisfied.
This Agreement is executed effective as of the date set forth above.
City- City of Muskegon Buyer - Pr(§'s Development, LLC
By: • _ _ "~~2"-(S;,w,c. b, 0
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;Name: Sep antti~n~N_ame:
'Title: Ma Title: p~ e.Jf, cfe. +:
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Attest:
Name: Linda Potter
Title: Acting Clerk
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Exhibit A
Legal Description
Lots 1 - 3 and Lots 10 - 12 including the easterly 198 feet of vacated alley of
Block 328 of the Revised Plat of 1903 in the City of Muskegon, Muskegon
County, Michigan.