This Real Estate Purchase and Sale Agreement involves
Title: PURCHASE AGREEMENT
Governing Law: Michigan Date: 5/9/2005
Industry: Regional Banks
This is a Purchase Agreement ("Agreement") between the following parties:
NAME ADDRESS DESIGNATION
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<S> <C> <C>
Community Shores Bank, a 1030 West Norton Ave. "Buyer"
Michigan banking corporation Muskegon, MI 49441
POT #103, Inc., a dissolved 1088 North Robinhood Dr. "Seller"
Michigan corporation North Muskegon, MI 49445
STATEMENT OF AGREEMENT
For their mutual convenience and protection, and in consideration of their
mutual covenants and benefits contained in this Agreement, the parties agree as
1. Effective Date. This Agreement shall be effective as of the date of the
execution hereof by the Seller as set forth in Paragraph 20 ("Effective Date").
2. Offer to Purchase. Buyer offers to purchase and Seller agrees to sell
the real property in the City of North Muskegon, Muskegon County, Michigan
commonly known as 180 North Causeway and legally described on Exhibit A attached
hereto. Said property together with all buildings, improvements, easements,
division rights, hereditaments and appurtenances situated on or associated with
the land is collectively referred to herein as the "Premises."
3. Purchase Price. The Purchase Price for Premises shall be Eight Hundred
Fifty Five Thousand and 00/100 Dollars ($855,000.00).
4. Payment of Purchase Price. The Buyer shall pay the full Purchase Price
in cash or cash equivalent to the Seller upon execution and delivery of a
Warranty Deed and performance by Seller of the closing obligations specified in
5. Earnest Deposit. Upon Seller's acceptance of this offer, Buyer shall
deposit with Transnation Title Insurance Company ("Transnation") an amount of
Ten Thousand and 00/100 Dollars ($10,000.00) ("Earnest Deposit"), evidencing
Buyer's good faith, to be held by Transnation and applied to the Purchase Price
upon closing of the transaction contemplated herein. If the purchase/sale does
not close for any reason other than default of Buyer, this deposit shall
promptly be refunded in full to Buyer upon Buyer's notice as described in
Paragraph 9 below.
6. Title Insurance. After Effective Date, Buyer shall obtain a commitment
for an owner's policy of title insurance without exceptions and in the amount of
the Purchase Price. At the time of closing, such title commitment shall be
updated through the date of closing and shall be marked up to show Buyer as the
fee title holder. The title commitment and title policy shall be without
standard exceptions, effective as of the date of closing, and shall include
endorsements as Buyer may require. The Seller shall pay for the cost of the
title policy and title commitment, except that Buyer shall pay any costs to
7. Access. From and after the Effective Date, at Buyer's expense, Buyer
may conduct such feasibility studies, due diligence, evaluations, and
information gathering regarding the Premises as Buyer shall determine. Subject
to the foregoing, Buyer and Buyer's agents, employees, and designees may enter
upon the Premises for the purposes of inspecting, making surveys, and soil
tests, obtaining topographical information and completing other similar
preliminary development work. Buyer shall promptly repair any damage to the
Premises which may be caused by Buyer or its representatives while on the
Premises and Buyer shall hold Seller harmless from any liability related to
entry of Premises by Buyer or Buyer's agents for purposes described in this
Paragraph 7. Notwithstanding the foregoing, however, Buyer acknowledges that
Seller is operating a business from Premises and will endeavor to conduct
diligence herein referenced and further defined in Paragraph 9 in such a way as
to cause minimal, if any, interference with Seller's business operation.
8. Terms and Conditions of Purchase. Purchase shall be subject to the
following terms and conditions:
(a) Within Ten (10) days of execution, Seller shall provide, in a form
satisfactory to Buyer, verification of the ownership entity holding
title to Premises and an executed resolution or other documentation
authorizing the signator in Paragraph 20 below to enter into this
Agreement and proceed to the sale of Premises.
(b) Seller agrees to cooperate with Buyer in the obtaining of any
governmental approvals that may be needed including, but not limited
to, site plan approval and zoning.
(c) Buyer may assign its interest in this Agreement at its sole
(d) After closing, Buyer shall be permitted to continue to occupy
Premises for a period not to exceed Sixty (60) days from date of
closing ("Occupancy Period").
(e) Purchase specifically excludes building fixtures, HVAC, building and
restaurant equipment, interior furnishings and facility
improvements. These items shall be retained by Seller and shall be
removed from Premises within Ten (10) days of cessation of business
operations on the
Premises or by the end of the Occupancy Period, whichever is
earlier. Any items that remain on Premises after said period, shall
automatically become the property of the Buyer.
9. Contingencies of Purchase. Purchase shall be subject to and contingent
upon the meeting of the following contingencies to Buyer's sole satisfaction and
at Buyer's sole cost within Thirty (30) days of Effective Date:
(a) Agreement between Buyer and Seller concerning the form and wording
of a written agreement ("Occupancy Agreement") by which Seller shall
occupy Premises during Occupancy Period. During Occupancy Period,
Seller shall not pay rent, but shall provide and pay for casualty
and liability insurance naming Buyer as additional insured and shall
pay for the costs of utilities. Buyer shall pay real property taxes
commencing on date of closing. Occupancy Agreement, to be executed
at closing, shall also define terms and conditions for the removal
of Seller's retained property as described in Subparagraph 8(e)
(b) Approval by Community Shores Bank Board of Directors of purchase of
Further, purchase shall be subject to and contingent upon the meeting of the
following contingencies to Buyer's sole satisfaction and at Buyer's sole cost on
or before date of closing:
(c) Review of all conditions relating to Premises including, but not
limited to, the following: Environmental, engineering, ALTA survey,
zoning, soil borings, and wetlands.
(d) Review of title commitment and all easements and restrictions of
record including, but not limited to, Buyer's satisfactory receipt
of verification of access to M-120 and the Causeway from Premises
and the ability to erect directional and identification signage on
both M-120 and the Causeway.
Buyer and its representatives and consultants shall, subject to the terms of
this Agreement, have the right for a period of Ninety (90) days from Effective
Date (the "Inspection Period") to perform such tasks as Buyer deems reasonably
necessary related to diligent review of Premises, subject to the other terms and
provisions of this Agreement. On or before expiration of the Inspection Period,
as may be extended, Buyer may provide written notice to Seller that Buyer elects
to proceed with closing hereunder ("Notice to Proceed") or, in the alternative,
Buyer may notify Seller that contingencies of closing cannot be met to Buyer's
satisfaction ("Notice to Withdraw"). Upon Seller's receipt of Notice to
Withdraw, which be issued during Inspection Period for any reason in Buyer's
sole discretion, Earnest Deposit shall be refunded in full to Buyer and neither
Buyer nor Seller shall have any further obligation to terms and conditions of
this Purchase Agreement.
10. Payment of Commission. No brokerage commissions shall be due or
payable by Seller related to this transaction.
11. Taxes and Special Assessments. Taxes and assessments delinquent for
years prior to closing are to be paid in full by Seller. Additionally, Seller
shall pay the balance of any existing assessments as of closing.