At-Will Employment and Renewable Appointment Policy
Policy Area: Human Resources
Policy Title: At-Will Employment and Renewable Appointment Policy
Submitted Date: April 2021
Effective Date: May 2021
Submitted By: Human Resources
Approved By: Cabinet
Policy Owner: Human Resources
Scope:
This is a College-wide policy and applies to all regular part-time and full-time employees of the College, except tenured/tenure-track faculty and employees hired into positions represented by a collective bargaining unit.
Purpose:
All employees of Albion College, except for those exceptions described below, are employed on an “at-will” basis. The purpose of this policy is to define the “at-will” employment relationship between the College and at-will employees and to define the “renewable appointment” process for all at-will employees.
Policy:
Michigan is an employment-at-will state.
In the state of Michigan employment is presumed to be at-will unless a law or agreement provides otherwise. Employment with Albion College is “at-will”, meaning that any employee may terminate employment at any time, with or without reason, with or without notice, and the College reserves the same right, as long as the termination is not restricted by state or federal law or a written agreement or contract (i.e., Collective Bargaining Agreement ). Continuing to work following acceptance of this policy constitutes acknowledgement and acceptance of the "at-will" relationship.
The appointment and terms.
All exempt salaried employees receive an appointment letter when hired and when any term appointment is renewed. The appointment letter describes the conditions of employment (salary, benefits, start date, etc.) Appointment letters may specify an appointment term. Appointment terms indicate the intention of the College to continue the position for at least a defined period of time. Appointment letters may also indicate if a term has the potential for renewal and may specify if the renewal is contingent on external funding. Employees who have a term indicated in their appointment letter will be notified in writing of the renewal or discontinuance of the position as part of the annual appointment letter process.
The official College appointment letter, which can only be sent to prospective employees from the Department of Human Resources is not an employment agreement nor does it change the “at-will” relationship between the employee and the College unless the letter specifically states that it is an employment agreement. Only the President of the College has any authority to enter into any employment agreement for any specified period of time or to make any employment agreement contrary to the foregoing. Oral statements and representations are not binding on the College. The policies, procedures, and Employee Service Manual of the College do not alter the at-will employment relationship and do not create an employment agreement.
Any employment agreement (inclusive of all collective bargaining agreements), as an exception to the at-will employment relationship, must be authorized by the Board of Trustees or President, signed by the Director of Human Resources and specifically state that it is an employment agreement.
While this policy permits the College to terminate an at-will employment relationship at any time, with or without reason, managers or supervisors may not exercise an at-will termination without prior approval of the Director of Human Resources or designee.
The College reserves the right to deviate from existing policies at its discretion because of individual circumstances or special needs. The College reserves the right to modify, add, delete, or revise any provisions contained in the policies at any time, as it deems necessary or appropriate at its sole and absolute discretion.
Harrington Neighborhood Grant Policy
Policy Area: Business Office/HR
Policy Title: Harrington Neighborhood Grant Policy
Submitted Date: January 2021
Effective Date: March 2021
Approved By: Cabinet
Policy Owner: Business Office
Policy Statement:
The Harrington Grant offers three options as detailed below. Each option provides funding to the purchase and/or building/renovating of a home. The funding provided by the College will be provided in the form of a 5-year interest-free forgivable loan. Each year of employment at the College will come with forgivements of ⅕ of the loan which will be reported as additional income for the employee. Employees may incur tax liabilities from the forgiveness and are encouraged to speak with a tax professional.
Purchase and Renovation Option:
- College will place up to $25,000 in escrow for the Buyer to use to make upgrades to Eligible Housing necessary to meet code compliance or the College will complete the upgrades prior to the sale. The College reserves the right to determine which of these options is in its best interest at the time of the sale.
- College will place another $25,000 in escrow for the Buyer to use for additional renovations or a down-payment.
- If renovating, maintenance and renovation of any existing porch on the home will be required, and if reasonable to the College, a new porch may be required as part of the renovation.
Build Option:
- College will place up to $40,000 (see Eligibility Scale below)in escrow for construction of a new home that is Eligible Housing. If the lot on which the home is to be built is being purchased from the College, $3,000 will be deducted from the escrow amount provided. Final escrow amount is determined by the final appraised value of the home. For new builds, a porch consistent with the look of the neighborhood will be required and the College must approve the building design before release of funds.
Finished Purchase Option:
- For Purchase of New Home - College will place up to $40,000 (see Eligibility Scale below) in escrow for purchase of a completed new or remodeled home that is Eligible Housing. Final escrow amount is determined by the final purchase price of the home.
Eligibility Scale for maximum of 5 year forgivable loan:
| Home Price |
Forgivable Loan |
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$150,000
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$20,000
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$175,000
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$30,000
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$200,000 and up
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$40,000
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Terms and Conditions:
Relevant Definitions:
- Qualified Recipient. A Qualified Recipient must be a full-time Employee of Albion College. The current employee must be meeting satisfactory performance standards (if not a new hire). Exceptions to this requirement may be made on a limited basis, in the sole discretion of Albion College.
- Recipient Employee. ‘Recipient Employee’, as used herein, shall mean the Recipient that is an employee of Albion College. If two individuals proposing to reside in a Housing Unit covered by this policy are both employed by Albion College, no more than one grant pursuant to this policy shall be available for each applicable housing unit.
- Adult. A person 18 years of age or older.
- City. ‘City’, when used herein, shall mean Albion, Michigan 49224
- Defined area of concentration. Albion College and the Harrington Family have identified a specific zone within the city limits of Albion Michigan: Michigan Ave to Erie St, Huron St to Monroe St. No other housing outside the zone qualifies, unless the College waives this requirement, in its sole discretion.
- Housing Unit. A property used for residential purposes containing single family dwelling.
- Family / Household. Family / household includes the applicant and any other person or persons residing in the dwelling unit.
- Down Payment: Down payment means the initial amount expended for the Eligible Housing. If the grantee uses Grant funds for a down payment, the Grant funds will be distributed from the lending institution.
- Escrow Agent: an entity holding documents and funds in a transfer of real property, acting for both parties pursuant to instructions.
Eligible and Ineligible Funds Usage
A ‘New Build’ grant may be made only to cover the cost of acquiring and/or construction of Eligible Housing. The Recipient agrees that Albion College may inspect the property during the term of this Agreement. Recipient agrees that grant funds will be used only for Eligible Costs, as defined below:
- Eligible Usage
- Down payment for purchase of home
- General home upgrades and improvements
- Ineligible Usage
- Grant funds may not be used for homes located outside the approved zone (Michigan Ave to Erie St, Huron St to Monroe St.), unless an exception is made by the College in writing, in its sole discretion.
- Grant funds may not be used for renovating single family homes to multi-unit apartments.
- Grant funds may not be used to purchase furniture or electronic entertainment equipment.
- Grant funds may not be used as secondary collateral for a second mortgage.
- Grant funds may not be used for the purchase or on-site storage of hazardous/illegal materials.
Form Grant Agreement and Exhibits A - C follows.
Primary Impact On: Faculty/Staff
HARRINGTON NEIGHBORHOOD GRANT AGREEMENT
THIS HARRINGTON NEIGHBORHOOD GRANT AGREEMENT (“Agreement”) is entered into as of the date appearing below, by and between Albion College, whose address is 611 E. Porter, Street, Albion, Michigan 49224 (“College”), and __________________________, whose address is ___________________ (“Recipient”),
WHEREAS College has funds available for Recipient to use for purchase, renovation, and/or construction of Eligible Housing located within the Harrington neighborhood as set forth in the Harrington Neighborhood Grant Policy (“Policy”); and
WHEREAS the Recipient agrees to certain terms and conditions as set forth herein in exchange for the receipt of the Grant funds,
NOW THEREFORE the parties agree as follows:
1. Policy Governs. The terms of Policy, as amended from time to time, shall govern the use of the grant funds. To the extent that there is a conflict between the Policy and this Agreement, the Policy in effect at the time of the dispute shall govern.
2. Grant Amount. Recipient will receive a grant in the amount of ________________ ($__________) to be used for one of the following purposes:
a. Upgrades to eligible housing to meet code compliance and additional renovation;
b. Construction of a new home; or
c. Purchase of a complete new or remodeled home.
3. Escrow Agent. The grant proceeds will be placed in an escrow account with an escrow agent. If renovations of an existing home or construction of a new home is taking place, then funds will be released by the Escrow agent upon presentation of written proof satisfactory to the Escrow agent that the work has been completed for which payment is being authorized. If a completed new home is being purchased, the grant funds will be released by the escrow agent at the time of the closing to be applied to the Purchase Price and/or closing costs. In no event will funds be released prior to renovation or other work being performed.
4. Term. This agreement shall be for a term of five years from the date of the execution of this Agreement.
5. Residency Requirement. The Recipient agrees to live in the housing subject to this Agreement as the Recipient’s primary residence for the entire five-year term of this Agreement.
6. Inclusion as Income. Beginning with the first pay period following the receipt of the grant funds and for each pay period thereafter that the Agreement is in effect, the College will include as income a set amount covering the term of the agreement and withhold income tax. This amount will be reported on the Recipient’s W-2 as compensation and the Recipient agrees that payment of any income taxes due on that amount shall be the responsibility of the Recipient. The Recipient acknowledges being advised to seek the assistance of a tax professional regarding the impact of the inclusion of the grant in income and also the advisability of adjusting withholding for the period that the grant is included in Recipient’s income.
7. Modifications. Modifications of the property must be pre-approved by the College in writing before any construction begins. Modifications include additions, moving or removing of interior walls, doors or other installed items such as kitchen cabinets. Modification also includes changes in major systems such as replacing the heating and cooling system, the hot water system, and the electric and plumbing systems. Modification includes siding, roofing, and construction of any connected or detached garages or other buildings.
8. Right of First Refusal. The Recipient will execute and deliver to the College at the time of the receipt of the grant funds a right of first refusal, applicable to the housing which is the subject of this Agreement, giving the College the right to purchase or otherwise obtain the property for the amount of any bona fide purchase or other transfer offer, if the grant property is to be sold or transferred by Recipient during the period in which the Recipient is the owner of the property. If the property is owned by any others, in addition to the Recipient, all owners must sign this Agreement and the Right of First Refusal in the form attached hereto as Exhibit A.
9. Termination of employment. If the Recipient leaves employment with Albion College for any reason, prior to the end of the 5-year term of this Agreement, the Recipient shall immediately repay the College, The untaxed amount of the Grant funds based on a 5-year amortization schedule, as to the remainder of the 5-year term. Recipients must sign a promissory note in the form attached hereto as Exhibit B agreeing to repay the funds. Recipients must also sign a mortgage in the form attached hereto as Exhibit C securing the repayment. Recipients and any other owner of the property must sign the promissory note and mortgage at the time of the receipt of the grant funds.
10. Compliance with Grant requirements. The Recipient agrees to comply with the requirements of the Grant as set forth herein, and to spend the Grant funds only on those Eligible Costs as defined herein.
11. Applicable Law and Jurisdiction. – This Agreement shall be governed by the laws of the State of Michigan, without regard to choice-of-law provisions, and may be executed in counterparts, any of which shall be deemed an original document, and all of which, when signed and taken together, shall constitute one original document. The parties agree that any disputes which arise under this Agreement shall be filed in Calhoun County, where the property that is the subject of this Agreement is located.
12. Entire Agreement. The parties agree that this Agreement contains the entire terms and conditions between the parties and that there are no other agreements, representations, statements, or understandings, which have been relied on by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.
Albion College: Recipient:
By:____________________ By: _____________________
Its: ____________________
Dated: ________________ Dated: ___________________
EXHIBIT A
RIGHT OF FIRST REFUSAL
This right of first refusal (the Agreement) is entered into as of ____________, ______, between Albion College, of 611 E. Porter Street, Albion, Michigan 49224, (Buyer), and __________________________, of ___________________________ (Seller), to grant to Buyer a right of first refusal for the following property in the City of Albion, Calhoun County, Michigan, described as
Legal Description, Tax ID #, and Address
(the Premises), on the following terms and conditions.
- Right of first refusal. If, at any time, Seller receives a bona fide written offer or any other offer from any party to purchase all or part of the Premises, Seller shall send Buyer a copy of the offer and notify Buyer of its intent to accept it. Buyer shall have the right for thirty (30) days to match the terms of the offer, in writing. If Buyer does not elect to match the offer in writing within thirty (30) days, Seller may then sell the Premises to the first offeror, provided the sale is on the conditions specified in the contract sent to Buyer.
- Warranty. Seller warrants that it has good and marketable title to the Premises and the right to grant this right of first refusal.
- Default.
- If Seller enters into an assignment, a sale, a transfer, a conveyance, a lease with a term (including both primary and renewal terms) of more than five (5) years, or a lease with an option to purchase in conflict with this right of first refusal, Buyer may have a court of competent jurisdiction declare this Agreement breached and order that the assignment, sale, transfer, conveyance, or lease be voided. This provision shall not be construed to prevent specific performance of this right of first refusal or of any of its conditions by either party.
- This right of first refusal shall not restrict Seller’s right to mortgage the Premises or grant easements to the Premises. Nor shall this right of first refusal restrict or prohibit transfers by operation of law or transfers between Seller and Buyer.
- Termination. This right of first refusal shall terminate on the consummation of the assignment, sale, transfer, or conveyance in fee simple to a third party of the Premises after full compliance with the conditions of this right of first refusal.
- Notices. Any writings required under this right of first refusal shall be sent by certified mail, postage prepaid, to the parties at the following addresses:
- Seller:
- Buyer: Office of the President, 611 E. Porter Street, Albion, Michigan 49224
If either party’s name or address changes, the party must notify the other party by a certified letter at the address specified above.
- Entire agreement. This right of first refusal constitutes the entire agreement between the parties and may be modified only by a written document signed by both parties to this right of refusal.
- Binding effect. The provisions of this right of first refusal shall benefit and bind the parties and their heirs, legal representatives, successors, and assigns.
- Effective date. This Agreement shall be effective when all the parties listed below have signed it.
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OWNER
_____________________
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BUYER
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Albion College
By: _______________________
Its: ______________________
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STATE OF MICHIGAN
CALHOUN COUNTY
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Acknowledged before me in Calhoun County, Michigan, by ____________________________, of Albion College, a Michigan corporation, on behalf of the corporation.
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Notary public, State of Michigan, County of Calhoun.
My commission expires ____________.
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STATE OF MICHIGAN
CALHOUN COUNTY
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Acknowledged before me in Calhoun County, Michigan, by ____________________________.
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Notary public, State of Michigan, County of Calhoun.
My commission expires ____________.
Drafted by and when recorded return to:
Richard C. Lindsey, Jr. (P51342)
405 South Jackson Street
Post Office Box 450
Jackson, Michigan 49204-0450
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EXHIBIT B
PROMISSORY NOTE
$_________________
Albion College
611 E. Porter Street
Albion, Michigan 49224
Date:
For value received, the undersigned (Borrower) promises to pay to the order of Albion College, of 611 E. Porter Street, Albion, Michigan (Creditor), the principal amount of $________________. The principal amount reflects the amount of a grant provided to the Debtor.
If Debtor leaves employment with Albion College for any reason, prior to the end of the 5-year term of the grant agreement pursuant to which the Grant is being provided, the Debtor shall immediately repay the College, a prorated amount of the Grant funds based on a 5-year amortization schedule, as to the remainder of the 5-year term.
Each payment on this note shall be made at Creditor’s address (set forth above) or any other place that holder of this note directs in writing.
If default occurs in the payment of any installment of principal or interest or in the payment of any other indebtedness or obligation now or in the future owing by Borrower to Creditor, and if the default continues for thirty (30) days after the holder of this note gives Borrower written notice, or if a voluntary or involuntary case in bankruptcy, receivership, or insolvency is at any time begun by or against Borrower, the indebtedness evidenced by this note shall, at the option of the holder, become immediately due and payable, without notice or demand.
Borrower shall reimburse the holder for all expenses, including reasonable attorney fees and legal expenses that the holder pays or incurs in attempting to collect this note.
Borrower waives demand for payment, presentment, notice of dishonor, and protest of this note.
This note shall be governed by and interpreted according to the laws of the State of Michigan.
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BORROWER
By: ____________________
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Accepted:
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CREDITOR – Albion College
By: _________________
Its: _________________
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EXHIBIT C - Mortgage
MORTGAGE
This mortgage (the Mortgage) is made effective as of ___________, by _____________________________________ (Mortgagor), of _____________________, Michigan, in favor of Albion College (Mortgagee), of _______________________, on the terms and conditions stated below.
- Grant of mortgage and description of premises. As security for the Indebtedness (defined below), Mortgagor mortgages and warrants to Mortgagee and all successors, assigns, heirs, and personal representatives the real property described on the attached Exhibit A, located in the City of Albion, Calhoun County, Michigan, tax identification number ______________, common address _____________________, together with all proceeds, easements, appurtenances, rents, and licenses now or later pertaining or issuing and all buildings, improvements, and fixtures now or later situated on the real property (the Premises).
- Indebtedness. The Indebtedness secured by this Mortgage consists of the performance and observance by Mortgagor of the terms and conditions of this Mortgage. The principal amount secured by this Mortgage, is $____________________________ pursuant to the terms of a promissory note of even date. Mortgagor agrees that all of the following representations are true as of the date of this Mortgage and agrees to observe all of the following covenants for as long as any of the Indebtedness remains outstanding.
- Payment. Mortgagor will pay all the Indebtedness as and when it becomes due.
- Taxes. Mortgagor shall pay all taxes, assessments, or other charges that are or may become a lien against the Premises before they become delinquent and, on Mortgagee’s request, shall provide Mortgagee official receipts evidencing the payments.
- Insurance. Mortgagor shall at all times maintain adequate insurance on the Premises, including, without limitation, hazard insurance providing an all-risk extended coverage endorsement. All such policies of insurance shall name Mortgagee as mortgagee and loss payee under a standard mortgage loss payable clause. Mortgagor shall give immediate notice to Mortgagee of any accident or occurrence that gives, or may give, rise to any claim under any insurance policy required by this section, and Mortgagee may make proof of loss to the insurance carrier if Mortgagor does not do so in a timely manner. Any proceeds of any such insurance policies received by either Mortgagor or Mortgagee shall be applied to the Indebtedness, in inverse order of maturity, whether or not it is then due and payable.
- Maintenance of security. Mortgagor shall not commit waste or permit or suffer the commission of waste regarding the Premises. Mortgagor shall keep the improvements and fixtures on the Premises in good condition and repair. None of the buildings, structures, or improvements now or later erected or located on the Premises shall be removed, demolished, or substantially or structurally altered in any way without the prior written consent of Mortgagee. Mortgagor shall comply with all applicable laws and regulations and all requirements of any governmental authority relating to the Premises or their use or occupancy.
- Performance by Mortgagee. Mortgagee may, at its option, take any action it deems necessary, including, without limitation, the payment of taxes, assessments, or insurance premiums, to protect the Premises and Mortgagee’ interests in them, if Mortgagor fails or neglects to do so. All sums Mortgagee spends doing so, including expenses, costs, and reasonable attorney fees, shall become a part of the Indebtedness, shall bear interest at the highest lawful rate, shall be due and payable on demand, and shall be a lien on the Premises until paid.
- Condemnation. If all or any part of the Premises are damaged, taken, or acquired, either temporarily or permanently, in any condemnation proceeding or by exercise of any right of eminent domain or any conveyance under threat of eminent domain, the amount of any award or other payment shall be applied to the Indebtedness, in inverse order of maturity, whether or not it is then due and payable.
- Default. Any of the following shall constitute a default under this Mortgage:
- Any default or event of default exists or occurs regarding the Indebtedness, including (without limitation) any failure to pay the Indebtedness as and when due.
- Mortgagor fails to observe or perform any obligation or covenant required under this Mortgage.
- A trustee or receiver is appointed for the whole or any substantial part of the Premises; the holder of any lien or encumbrance on the Premises, other than this Mortgage, commences foreclosure proceedings or other proceedings to enforce its lien or encumbrance; or Mortgagor becomes a debtor in any voluntary or involuntary bankruptcy or insolvency proceeding.
- Mortgagor sells, transfers, conveys, mortgages, or encumbers its interest in the Premises.
- Remedies. On the occurrence of any default, Mortgagee may, at its sole option, declare the entire Indebtedness immediately due and payable. On the occurrence of any such event of default and Mortgagee’s election to accelerate the Indebtedness, Mortgagee shall be authorized and empowered to sell or cause to be sold the Premises and to convey them to a purchaser, pursuant to the applicable statute, and out of the proceeds of such sale to retain the moneys due under the terms of this Mortgage and the costs and expenses of the sale, including attorney fees provided for in this Mortgage or by statute, rendering the surplus money, if any, to Mortgagor, as provided by law. In the event of a public sale, the Premises may, at the option of Mortgagee, be sold in one or more parcels. Each and every right, remedy, and benefit provided to Mortgagee shall be cumulative and shall not be exclusive of any other right, remedy, or benefit provided in this Mortgage or provided at law or in equity, including, without limitation, the right to seek the appointment of a receiver or to commence judicial foreclosure proceedings.
- Invalidity. If any term, covenant, or condition of this Mortgage or its application to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Mortgage or the application of the term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and each term, covenant, or condition of this Mortgage shall be valid and be enforced to the fullest extent permitted by law.
- Expenses. Any expense, including reasonable attorney fees, reasonably incurred by Mortgagee in protecting its security, in enforcing its rights, or otherwise regarding the Indebtedness shall become a part of the Indebtedness, shall be immediately due and payable, and shall bear interest at the highest lawful rate from the time incurred until paid.
- Definitions. As used in this Mortgage, when appropriate and unless the context requires otherwise, the singular number shall include the plural, the plural shall include the singular, and any gender shall include all genders.
- Notices. Any notice, demand, or other communication shall be deemed properly given if delivered personally or if deposited in the U.S. mail, postage prepaid, addressed to the addresses of the parties stated at the outset or to another address a party specifies in writing to the other party. Any such notice shall be deemed given on the date of personal service or on the date of mailing, as the case may be.
- Binding effect. All of the covenants and conditions shall run with the land, be binding on the successors and assigns of the Mortgagor, and inure to the benefit of the successors and assigns of the Mortgagee. Any reference in this Mortgage to Mortgagee shall include the successors and assigns of the Mortgagee.
- Waiver of rights. This Mortgage contains a power of sale that permits Mortgagee to cause the Premises to be sold in the event of a default. Mortgagee may elect to cause the Premises to be sold by advertisement rather than pursuant to court action, and Mortgagor voluntarily and knowingly waives any right Mortgagor may have by virtue of any applicable constitutional provision or statute to any notice or court hearing before the exercise of the power of sale, except as may be expressly required by the Michigan statute governing foreclosures by advertisement.
- Exhibit. One exhibit is attached to and is made part of this Mortgage:
- Exhibit A—Legal description of the Premises
- Effective date. Mortgagor has signed and delivered this Mortgage on the date written above.
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MORTGAGOR
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By: _______________________
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STATE OF MICHIGAN
CALHOUN COUNTY
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Acknowledged before me in Calhoun County, Michigan, on _________________, by ________________________.
Notary public, State of Michigan, County of Calhoun.
My commission expires _____________.
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MORTGAGEE
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Albion College
By: ______________________
Its: ______________________
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STATE OF MICHIGAN
CALHOUN COUNTY
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Acknowledged before me in Calhoun County, on __________, ______, by ____________________, ____________________ Albion College.
Notary public, State of Michigan, County of Calhoun.
My commission expires ____________.
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Drafted by and when recorded return to:
Richard C. Lindsey, Jr. (P51342)
405 South Jackson Street
Post Office Box 450
Jackson, Michigan 49204-0450
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Exhibit D
PURCHASE AGREEMENT FOR RESIDENTIAL REAL ESTATE
Colchester Properties, a Michigan not for profit corporation, whose address is 611 E. Porter, Albion, Michigan, 49224, (“Seller”), agrees to sell, and ___________________________ of ____________________________________________________ (“Buyer”), agrees to purchase, on the terms and subject to the conditions set forth in this Agreement, Seller’s fee simple interest in that certain parcel of real estate located in the City of Albion, County of Calhoun, Michigan and as described as follows:
Legal description:
Commonly known as :
Tax Parcel ID #
(With regard to the above description of the real estate, the Seller believes it to be correct however, should the description be incorrect, the correct legal description, as determined by the Title Company, will be used in the deed to be delivered at closing).
- Purchase Price. The Purchase Price for the above-described premises (hereinafter referred to as “the Property”), is ____________________________________________, which shall be paid in the following manner:
- The balance of the Purchase Price will be paid, at closing by certified funds.
- At the closing, the Seller shall sign and deliver to Buyer a standard Michigan Warranty Deed, subject only to standard easements and restrictions of record such as utility easements, as are acceptable to Buyer.
- The Property being purchased includes all buildings, all attached fixtures such as carpeting and vinyl, mirrors, complete lighting and fan fixtures, screens, storm windows, and doors; stationary laundry tub; heating and air conditioning equipment; water heater, (unless rented), water pump and pressure tank; sump pump; garage door opener and control; built-in appliances; plantings; and the following additional items of personal property, if any: _None_______________ __________________________________________________________________
- Title. Seller specifically represents that it has no knowledge of any defect or cloud on title which would render the title to the Property unmarketable, nor has Seller done any act or permitted any act to be done which would render such title unmarketable. Seller shall purchase, at Seller’s cost and expense, a title commitment, certified to a date subsequent to the date of this Agreement, for an owner’s policy of title insurance in the full amount of the purchase price, to be issued subsequent to the closing, to the Buyer. The title commitment shall include tax histories, a tax lien search, and a financing statement. It must show good and marketable title to the Property to be in Seller’s name, subject only to the standard expectations to be contained in the policy and shall disclose no easements, restrictions or encumbrances whatever, except normal utility easements and building restrictions in connection with the subdivision plat. If any unpermitted exceptions resulting from Seller’s actions or inactions are disclosed, Seller shall have 20 days to remove them at Seller’s cost. Thereafter, Buyer may terminate this Agreement and be returned all payments made hereunder, or in the alternative cure the defects and deduct the cost of doing so from the purchase price. This paragraph is subject to the condition set out in 1(c), above.
- Condition of Premises and Inspection. Buyer shall have the right to inspect the Property prior to closing, and Seller shall provide Buyer with the results of a current termite inspection, prior to closing. To close, Buyer must be satisfied with the condition of the Property as stated in the contingencies stated below, and with the results of the termite inspection. Subject to its right to an inspection and a termite inspection, and its satisfaction with the results of said inspections, Buyer is purchasing the Property, except as may later be stated herein, in its AS IS, present condition. Buyer acknowledges there are no representations or warranties made by Seller as to the condition thereof, except the sale contemplated by this Agreement shall be contingent on the Buyer being satisfied the Property is not contaminated with any hazardous or toxic substances in excess of the concentrations which satisfy the requirements of Section 201210 a(1)(a) or (17), or 1994 PA of Michigan 451, and as stated below. Any environmental evaluation of said Property shall be at the sole cost and expense of the Buyer, and must be completed before the closing of this transaction. The closing is also subject to Buyer being satisfied the Property is usable for the Buyer’s intended use. The Buyer will have 45 days from the date of execution of this Agreement to complete its inspection.
- Closing.
- Closing shall take place on or before April 15, 2021, unless the Parties mutually agree in writing, to a later date.
- The closing shall be held at American Title Company, 160 West Cortland, Jackson, Michigan, or at such other location as the parties shall mutually agree upon.
- At closing, Seller and Buyer shall execute any and all necessary documents so that this transaction can close. Among the documents to be executed by Seller shall be a Warranty Deed, as set forth in 1(c) above, to be delivered to Buyer, conveying marketable title to the Property, with no liens, encumbrances or restrictions, except as may be stated elsewhere is this agreement, or in the Title insurance commitment and which are acceptable to Buyer and its attorney.
- Taxes. Seller represents and warrants that all taxes due and payable up to the day of closing are paid, or will be paid at or prior to closing. All real estate taxes with respect to the Property, which are due and payable prior to closing, shall be paid in full by Seller subject to the following proration. All real estate taxes becoming due and payable during the year of closing shall be prorated on a calendar year basis with Seller paying the prorated amount representing taxes for January 1, through and including the closing date, and Buyer paying the amount representing taxes for the day following closing through to December 31.
- Possession. Buyer shall have possession of the Property on the date of close (the “Possession Date”).
- Headings. The headings used herein have been used for the convenience of the parties and are not to be relied upon in construing this Agreement.
- Time of the Essence. Time is of the essence in regard to the performance of this Agreement, except that Buyer may waive this provision for the purpose of curing title defects.
- Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective officers, successors, heirs, assigns and personal representatives.
- Pronouns. Whenever in this Agreement words, including pronouns, are used in the masculine, they shall be read in the feminine or neuter whenever they would so apply and vice versa, and words in this Agreement that are singular shall be read as plural whenever the latter would so apply and vice versa.
- Amendment. The Agreement may not be amended, altered or modified unless done so in writing by the persons against whom enforcement of any waiver, change, modification or discharge is sought.
- Contingencies. The closing of the sale contemplated by this Agreement is contingent upon the following:
- Buyer being satisfied with the condition of the Property.
- Buyer being satisfied with the condition of title.
- Buyer being satisfied with the closing documents.
- Seller paying off all liens on the Property.
- Assessments. Seller shall pay for all assessments billed or that have become a lien on the Property up to the date of closing.
- Expenses. The Seller will pay for the transfer taxes and for the title insurance policy. Buyer will pay the recording fees. Each party will pay for their own expenses incurred in the transaction, except as otherwise set forth herein.
- Seller’s Warranties. In addition to other warranties set forth herein, the Seller hereby represents and warrants to Buyer, that to the best of Seller’s knowledge:
- The Property, during the time of Seller’s ownership, has been a residence and has been used and operated in compliance with all applicable federal, state, and local laws and regulations related to air quality, water quality, waste disposal or management, hazardous or toxic substance, and the protection of health and the environment applicable to residential property.
- Seller has not disposed of any hazardous or toxic substances on or in the Property and, the Property and the groundwater beneath the Property are free from environmental contamination of any kind.
- The Property does not include any “underground storage tank,” as that term is defined in the Hazardous Solid Waste Amendments of 1984 to the Resource Conservation and Recovery Act, as amended.
The above warranties and representations shall survive the closing.
- Brokers. The parties acknowledge no real estate brokers are involved with this transaction. Should a broker claim a commission, the party hiring that broker will pay the commission and hold the other party harmless for the same.
- Internal Revenue Code Section 6045 and other reporting. Seller and Buyer acknowledge that Section 6045 of the Internal Revenue Code of 1986, as amended, requires the entity closing a real estate transaction to report the terms of the transaction to the IRS, Seller and Buyer agree that they will request the title company to close the transaction and file the proper reports with the IRS, Further, Seller certifies to Buyer that it is not a nonresident alien for purposes of United States income taxation reporting.
- Divisions. Seller will transfer ALL AVAILABLE property divisions to Buyer, at closing. At this time, Seller does not know the number of available divisions.
- Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of Michigan. Proper venue and jurisdiction for any disputes regarding this Agreement or any disputes concerning the Property which is the subject of this Agreement, shall be the Courts in the County of Calhoun, where the Property is located.
- Execution by Facsimile and in Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each of which shall constitute an original signature, and all of which, when taken together, shall constitute one original document.
- Survival of Seller’s Representations and Warranties. Seller’s representations and warranties shall be deemed to have been made again by Seller as of the closing date and shall survive the closing. Seller holds Buyer harmless, indemnifies, and at Buyer’s option, defends Buyer from and against any loss, including reasonable attorney fees, incurred by reason of Seller’s breach of Seller’s representations and warranties.
- Receipt of copy. By signing below, Buyer acknowledges receipt of a copy of this Agreement and acceptance of the terms contained herein.
SELLER SHALL PROVIDE BUYER WITH THE REQUIRED MICHIGAN DISCLOSURE STATEMENT AND LEAD BASED PAINT NOTICES UPON EXECUTION OF THIS AGREEMENT.
BUYER:
Witness: __________________________ By: _________________________________
Phone No. ________________________ _________________________________
Buyer’s Address: Phone: ______________________________
NOTE: Please sign as you wish your name
to appear on final papers.
Date of signing: ________________
Seller(s) Social Security Number or Federal Identification Number:
BUYER: _______________________________
BUYER: _______________________________
SELLER’S ACCEPTANCE:
Date: ___________________, 2021, ____________________a.m./p.m.
By signing below, Seller acknowledges that Seller has read the Agreement, acknowledges receipt of a copy of this Agreement and acceptance of the terms contained herein.
Witness: ________________________________ Seller: Colchester Properties
Phone No. _______________________ By: _________________________________
Seller’s Address: Its: ________________________________
611 E. Porter Street Phone ___________________________
Albion, MI 49224 NOTE: Please sign as you wish you name
To appear on final papers.
Date of Signing: _____________________
Seller(s) Federal Identification Number: #38-2025320
