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CITY OF MUSKEGON
CITY COMMISSION MEETING
November 25, 2025 @ 5:30 PM
MUSKEGON CITY COMMISSION CHAMBERS
933 TERRACE STREET, MUSKEGON, MI 49440
AGENDA
☐ CALL TO ORDER:
☐ PRAYER:
☐ PLEDGE OF ALLEGIANCE:
☐ ROLL CALL:
☐ HONORS, AWARDS, AND PRESENTATIONS:
A. Citizen Life Savings Award Fire
B. Recognition of Lt. Pastoor - Firefighter of the Year Public Safety
☐ PUBLIC HEARINGS:
A. Neighborhood Enterprise Zone Certificates - 438 E Isabella Ave. and 444
E Isabella Ave. Economic Development
☐ FEDERAL/STATE/COUNTY OFFICIALS UPDATE:
☐ PUBLIC COMMENT ON AGENDA ITEMS:
☐ CONSENT AGENDA:
A. Approval of Minutes City Clerk
B. Cost of Living Adjustment-Non Union Employees Finance
C. Fleet Vehicle Replacement - Plow Trucks Public Works
D. Fleet Vehicle Replacement - Water Dept. Construction Truck Public
Works
E. Zoning Ordinance Amendment - Permitted Yard Encroachments
Planning
F. Zoning Ordinance Amendment - Residential Design Criteria Planning
G. Contract Award - Building Inspection Services Public Safety
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H. Amendment to Froebel Purchase Agreement Economic Development
I. OpenGov Asset Management (Cartegraph) for the Highway Department
Public Works
J. School Resource Officer Contract Public Safety
☐ UNFINISHED BUSINESS:
☐ NEW BUSINESS:
A. Concurrence with the Housing Board of Appeals Notice and Order to
Demolish 1763 McIlwraith St, 1853 Sanford St, 275 Dratz St. Public Safety
B. Fisherman's Landing/Third Street Wharf Lake Front Development
Manager's Office
☐ ANY OTHER BUSINESS:
☐ GENERAL PUBLIC COMMENT:
► Reminder: Individuals who would like to address the City Commission shall do the following: ►Fill out a
request to speak form attached to the agenda or located in the back of the room. ► Submit the form to
the City Clerk. ► Be recognized by the Chair. ► Step forward to the microphone. ► State name. ►Limit of
3 minutes to address the Commission.
☐ CLOSED SESSION:
☐ ADJOURNMENT:
AMERICAN DISABILITY ACT POLICY FOR ACCESS TO OPEN MEETINGS OF THE CITY OF
MUSKEGON AND ANY OF ITS COMMITTEES OR SUBCOMMITTEES
To give comment on a live-streamed meeting the city will provide a call-in telephone
number to the public to be able to call and give comment. For a public meeting that is
not live-streamed, and which a citizen would like to watch and give comment, they
must contact the City Clerk’s Office with at least a two-business day notice. The
participant will then receive a zoom link which will allow them to watch live and give
comment. Contact information is below. For more details, please visit:
www.shorelinecity.com
The City of Muskegon will provide necessary reasonable auxiliary aids and services, such
as signers for the hearing impaired and audio tapes of printed materials being
considered at the meeting, to individuals with disabilities who want to attend the
meeting with twenty-four (24) hours’ notice to the City of Muskegon. Individuals with
disabilities requiring auxiliary aids or services should contact the City of Muskegon by
writing or by calling the following:
Ann Marie Meisch, MMC. City Clerk. 933 Terrace St. Muskegon, MI 49440. (231)724-6705.
clerk@shorelinecity.com
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Citizen Life Savings Award
Submitted by: Jay Paulson, Deputy Director of Department: Fire
Fire Services
Brief Summary:
On October 5, 2025, at approx. 2:17pm, a swimmer in distress was observed at Pere Marquette Park.
Before fire rescue personnel arrived, Matthew Verplank and Nate Witney were on a personal
watercraft and noticed a woman struggling to keep afloat amid the high waves of Lake Michigan.
One rider jumped from the safety of his watercraft and swam to the woman just before she went
underwater. The other watercraft assisted both subjects to shore; both were extremely fatigued by
the time firefighters arrived and assisted them to shore. A tragedy was averted that day by two
citizens who were willing to help a stranger.
Detailed Summary & Background:
Goal/Action Item:
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes No X N/A
Fund(s) or Account(s): Budget Amendment Needed:
Yes No X N/A
Recommended Motion:
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
Page 3 of 295
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Recognition of Lt. Pastoor - Firefighter of the
Year
Submitted by: Timothy Kozal, Public Safety Department: Public Safety
Director
Brief Summary:
Lt. Samantha Pastoor has been recognized as the Firefighter of the Year for 2024 by the Michigan
American Legion for her outstanding dedication, bravery and service to the community.
Detailed Summary & Background:
Lt. Pastoor, a 6-year veteran of the Muskegon Fire Department, has been an integral part of the
team, exemplifying the core values of courage, integrity, and selflessness. Throughout the past year,
she has shown extraordinary leadership in emergencies, provided crucial support in community
outreach programs, and continuously trained and mentored fellow firefighters.
Among Lt. Pastoor’s notable achievements last year, she was pivotal in saving two lives in two
different structure fires, demonstrating quick thinking and unwavering resolve in the face of danger.
In her tenure with the Muskegon Fire Department, Lt. Pastoor has earned two lifesaving awards, three
Unit Citations, a Commendation for Excellence, and a Medical Service Award for successfully
reviving a subject while performing CPR.
In addition to responding to emergencies, she has been actively involved in fire prevention
education, CPR certification classes, and department training programs, further strengthening the
department’s impact on the community.
Lt. Pastoor was formally presented the award at the American Legion's State Conference in July of
this year. The City of Muskegon wanted to recognize this great achievement in front of our City
Commission and community.
Goal/Action Item:
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes No N/A
Fund(s) or Account(s): Budget Amendment Needed:
Yes No N/A
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Recommended Motion:
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
Page 5 of 295
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Neighborhood Enterprise Zone Certificates -
438 E Isabella Ave. and 444 E Isabella Ave.
Submitted by: Isabela Gonzalez, Development Department: Economic Development
Analyst
Brief Summary:
Staff is requesting the approval of Neighborhood Enterprise Zone (NEZ) certificates for 15 years for a
new construction home at 438 E Isabella Ave. and 444 E Isabella Ave.
Detailed Summary & Background:
Robert Muusse Builders LLC has submitted two applications for Neighborhood Enterprise Zone (NEZ)
certificates for the construction of single-family homes at 438 E Isabella Avenue and 444 E Isabella
Avenue. The proposed sale prices are $199,000 each for 438 E Isabella and 444 E Isabella. The
applicant has met all local and state requirements for the issuance of NEZ certificates. The
Neighborhood Enterprise Zone Act provides for the development and rehabilitation of residential
housing located within eligible distressed communities. Approval of these applications would grant
the future property owners a tax abatement that reduces their property taxes by approximately 50%
for up to 15 years.
Goal/Action Item:
2027 Goal 2: Economic Development Housing and Business - Diverse housing types
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes No N/A X
Fund(s) or Account(s): Budget Amendment Needed:
Yes No N/A X
Recommended Motion:
I move to close the public hearing and approve Neighborhood Enterprise Zone (NEZ) certificates for
15 years at 438 E Isabella Ave and 444 E Isabella Ave and authorize the City Clerk and Mayor to sign
the applications and resolutions.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X Diverse Housing Types
Head
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Information
Technology
Other Division Heads
Communication
Legal Review
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TABLE OF
Ê
1. Rehab and New Construction NEZMarsh
Acreage = 1,214.92± acres
Field
BARBARA ST
PORT CITY BL
MAP FEATURES
VALLEY ST
AUSTIN ST
HOLBROOK AVE
DOWD ST
ROUSE ST
HOLBROOK AVE
HOWDEN ST
HUIZENGA ST
SHELBY AVE
NEZ PERCENTAGES
BRUNSWICK ST
YOUNG AVE 2. New Construction NEZ Acreage = 48.56± acres
NEW CONSTRUCTION NEZ
HENRY ST
GLADE ST
VULCAN ST
YOUNG AVE
DISCLAIMER
OF TOTAL
CampbellCITY
Field ACERAGE
KEATING AVE
BARCLAY ST
Combined acreages of 1 & 2 = 1,263.48± acres KEATING AVE
REHAB & NEW CONSTRUCTION NEZ
GETTY ST
KEATING AVE KEATINGThe
AVEgeographic networking informationKEATING
contained in this map is NOT to be
AVE
BURTON RD
KEATING AVE
PARCELS 1 inch = 1,333 feet construed or used as "survey data" or for a "legal description"; it is provided
5TH ST
East Muskegon
THERESA ST
WILSON AVE WILSON AVE DELANO AVE for informational purposes only. Every effort has been made to ensure the
City of Muskegon acerage isNO9,595.42± acres
9TH ST
DELA highest accuracy of all data on this map, but some errors may occur.
RAILROADS
ELWOOD ST
AVE
REYNOLDS ST
SUPERIOR ST
HANCOCK AVE
JARMAN ST
HOWDEN ST
RIORDAN ST
0 500 1,000 1,500 2,000
HUDSON ST
DYSON ST
HARVEY ST
8TH ST
MAFFETT ST
7TH ST
West Percentage
Side East Side
BAKER ST
Overall NEZ Acreage of City Acreage = ±13.17% LAKES & PONDS Muskegon County GIS assumes no liability or responsibility for any errors,
RAY ST
LATIMER DR
HACKLEY AVE omissions or inaccuracies in the information provided regardless of the
AUSTIN ST
Feet
VALLEY ST
RIVERS & STREAMS
N
AREA OF NEZs INCLUDING ROW AREA
cause,
OW
STEIN ST
MANZ ST
6TH ST
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11/10/25, 2:22 PM about:blank
438 & 444 E Isabella Parent Parcel - Property Report
Area of Interest (AOI) Information
Area : 9,030.67 ft²
Nov 10 2025 14:21:09 Eastern Standard Time
about:blank 1/2
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11/10/25, 2:22 PM about:blank
Summary
Name Count Area(ft²) Length(ft)
Parcels 1 9,030.67 N/A
Parcels
Property Property Property Property
Municipality Acreage per Acreage per
# PIN Address Address Address Address
Code GIS Assessor
Number Direction Combined City
438 E
61-24-205-
1 24 0.21 0.20 438 E ISABELLA MUSKEGON
068-0010-00
AVE
Property Property Owner Owner
Owner Owner Owner Care Owner
# Address Address Zip Address Address
Name 1 Name 2 Of Address
State Code City State
ROBERT
MUUSSE 3465 SAUGATUC
1 MI 49442 No Data No Data MI
BUILDER PALMER DR K
LLC
Owner State PRE Property School
Assessed Taxable Property
# Address Zip Equalized Homestead Class District
Value Value Class Code
Code Value Pct Description Code
Residential -
1 49453 2,000.00 2,000.00 2,000.00 0 401 61010
Improved
Zoning per Assessor
# School District Name Tax Description Area(ft²)
Primary
CITY OF MUSKEGON
MUSKEGON CITY
1 R REVISED PLAT OF 1903 9,030.67
SCHOOL DIST
LOT 10 BLK 68
©2020 Muskegon County GIS Data reported herein is believed to be accurate and up to date, however Muskegon County and Muskegon County GIS make no warranty
to the accuracy of the data. It is advised that before any decisions are made from this data, that the local assessor or building officials are contacted.
about:blank 2/2
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Resolution No. ________
MUSKEGON CITY COMMISSION
RESOLUTION TO APPROVE THE ISSUANCE
OF A NEIGHBORHOOD ENTERPISE ZONE CERTIFICATE
WHEREAS, an application for a Neighborhood Enterprise Zone Certificate has been filed with the City
Clerk by Robert Muusse Builders LLC to construct a new home at 438 E. Isabella Ave. in the Angell
neighborhood, and;
WHEREAS, the applicant has satisfied both the local and state eligibility criteria for a Neighborhood
Enterprise Zone Certificate;
WHEREAS, the local unit of government is allowing the six (6) month grace period after construction
commencement to apply, which is allowed under the law;
WHEREAS, the Neighborhood Enterprise Zone Certificate has been approved for fifteen (15) years;
NOW, THEREFORE, BE IT RESOLVED that the application for a Neighborhood Enterprise Zone
Certificate for the new construction of a home by Robert Muusse Builders LLC be approved.
Adopted this 25th day of November, 2025.
Ayes:
Nays:
Absent:
By: __________________________
Ken Johnson, Mayor
Attest: _________________________
Ann Meisch
City Clerk
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CERTIFICATION
I hereby certify that the foregoing constitutes a true and complete copy of a resolution adopted by the
City Commission of the City of Muskegon, County of Muskegon, Michigan at a regular meeting held on
November 25, 2025.
By: ________________________
Ann Meisch
City Clerk
Page 20 of 295
Resolution No. ________
MUSKEGON CITY COMMISSION
RESOLUTION TO APPROVE THE ISSUANCE
OF A NEIGHBORHOOD ENTERPISE ZONE CERTIFICATE
WHEREAS, an application for a Neighborhood Enterprise Zone Certificate has been filed with the City
Clerk by Robert Muusse Builders LLC to construct a new home at 444 E. Isabella Ave. in the Angell
neighborhood, and;
WHEREAS, the applicant has satisfied both the local and state eligibility criteria for a Neighborhood
Enterprise Zone Certificate;
WHEREAS, the local unit of government is allowing the six (6) month grace period after construction
commencement to apply, which is allowed under the law;
WHEREAS, the Neighborhood Enterprise Zone Certificate has been approved for fifteen (15) years;
NOW, THEREFORE, BE IT RESOLVED that the application for a Neighborhood Enterprise Zone
Certificate for the new construction of a home by Robert Muusse Builders LLC be approved.
Adopted this 25th day of November, 2025.
Ayes:
Nays:
Absent:
By: __________________________
Ken Johnson, Mayor
Attest: _________________________
Ann Meisch
City Clerk
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CERTIFICATION
I hereby certify that the foregoing constitutes a true and complete copy of a resolution adopted by the
City Commission of the City of Muskegon, County of Muskegon, Michigan at a regular meeting held on
November 25, 2025.
By: ________________________
Ann Meisch
City Clerk
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Approval of Minutes
Submitted by: Ann Meisch, City Clerk Department: City Clerk
Brief Summary:
To approve minutes of the November 10, 2025, Worksession/Commission Meeting.
Detailed Summary & Background:
Goal/Action Item:
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes No N/A X
Fund(s) or Account(s): Budget Amendment Needed:
Yes No N/A X
Recommended Motion:
Approval of the minutes.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
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CITY OF MUSKEGON
WORKSESSION/COMMISSION
MEETING
November 10, 2025 @ 5:30 PM
MUSKEGON CITY COMMISSION CHAMBERS
933 TERRACE STREET, MUSKEGON, MI 49440
MINUTES
The Regular Commission Meeting of the City of Muskegon was held at City Hall,
933 Terrace Street, Muskegon, Michigan at 5:30 p.m., Monday, November 10,
2025. Mayor Johnson opened the meeting with a moment of silence, after which
the Commission and public recited the Pledge of Allegiance to the Flag.
ROLL CALL
Present: Mayor Ken Johnson, Vice Mayor Rebecca St. Clair, Commissioners Jay
Kilgo, Destinee Keener, Rachel Gorman, Katrina Kochin, and Willie German, Jr.
(arrived at 5:45 p.m.), City Manager Jonathan Seyferth, City Attorney John Schrier,
and City Clerk Ann Marie Meisch
2025-86 HONORS, AWARDS, AND PRESENTATIONS
A. Presentation from Melissa Howell, Muskegon County Department of
Health and Human Services - Foster Parents City Clerk
Melissa Howell explained the need to find and recruit Foster Parents.
B. Work session Item — Beach Parking Report/Revenue Discussion Public
Safety
Public Safety Director Tim Kozal and Parking Enforcement Manager Ashley May
presented an overview of Beach Parking for the 2025 season.
There is an action item under the consent agenda for a parking incentive
program for 2026.
2025-87 PUBLIC HEARINGS
A. Brownfield Plan Amendment #1 — Harbor 31 Hotel, Lakeshore Hotel
Partners, LLC Economic Development
Harbor 31 Hotel is requesting approval of Brownfield Plan Amendment #1. This
amendment includes the addition of state school tax capture for reimbursement
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of costs associated with Michigan Strategic Fund (MSF) eligible activities.
The Brownfield Redevelopment Authority (BRA) approved the original Brownfield
Plan on December 10, 2024, and the City Commission granted final approval on
the same date. Amendment #1 includes the addition of state school tax capture
for reimbursement of costs associated with Michigan Strategic Fund (MSF) eligible
activities. The amendment adds $15,000 for plan preparation, increases
contingency by $1,500 due to the addition of plan preparation costs, and reflects
a decrease in interest from $770,742 to $533,328, resulting in a total reduction of
$237,414.
The 2.99-acre development will consist of a five-story hotel with 126 rooms. The
project will include two meeting rooms, an indoor pool, fitness center, restaurant,
and a bar with outdoor dining and patio space. The estimated total investment is
approximately $28.8 million and is expected to create approximately 35 full-time
jobs. Construction is anticipated to begin in the winter of 2026 and be completed
in the fall of 2027. The hotel will be part of the larger 31-acre Harbor 31 mixed-use
community.
The Brownfield Plan is anticipated to remain in effect for up to 25 years, or until all
eligible activities have been reimbursed. The final five years of the plan will allow
for capture by the Local Brownfield Revolving Fund (LBRF). The total estimated
cost of eligible activities is approximately $2.2 million, with an estimated $927,000
allocated to LBRF capture.
The Brownfield Redevelopment Authority approved Amendment #1 at their
November 10, 2025 meeting. The Development and Reimbursement Agreement
must be approved separately.
STAFF RECOMMENDATION: I move to close the public hearing and approve the
resolution and authorize the Mayor and City Clerk to sign the resolution.
The Public Hearing opened to hear and consider any comments from the
public. Comments were heard from Jamie Cross about public access, and Brad
Hastings about ADA compliance.
Motion by Vice Mayor St.Clair, second by Commissioner Kochin, to close the
public hearing and approve the resolution with the same condition attached by
the Brownfield Redevelopment Authority on November 10, 2025, and authorize the
Mayor and City Clerk to sign the resolution.
ROLL VOTE: Ayes: Keener, German, Gorman, Kochin, St.Clair, Johnson, and Kilgo
Nays: None
MOTION PASSES
B. PA 198 Industrial Facilities Exemption — 2034 Latimer Drive Economic
Development
Pursuant to Public Act 198 of 1974, as amended, Johnson Technology, INC has
requested the issuance of an Industrial Facilities Exemption Certificate for their
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property located at 2034 Latimer Drive.
Johnson Technology, Inc., a subsidiary of GE Aerospace, has submitted an
application for an Industrial Facilities Exemption (IFT) certificate for real property
improvements at 2034 Latimer Drive. The company is proposing a 20,000 sq. ft.
addition with a total investment of $9,078,845. This addition will expand shipping
and receiving facilities and add manufacturing floor space to support increasing
production demands.
If approved, the IFT certificate would reduce property taxes on the real property
improvements by 50% for the duration of the exemption.
Johnson Technology, Inc. is an aircraft engine parts manufacturer headquartered
in the City of Muskegon, with additional facilities in Norton Shores. GE Aerospace
employs over 330 people at its Muskegon location and plans to hire an additional
90 employees as part of this expansion. GE Aerospace (formerly GE Aviation) has
been part of the Muskegon area since 1997, when it acquired Johnson
Technology. The company is also investing $70 million in a separate expansion in
Norton Shores and has announced a broader $1 billion nationwide commitment.
Due to Johnson Technology’s status as a federal contractor and pursuant to
Executive Order 14173, the company is not subject to local affirmative action plan
requirements. However, Johnson Technology remains committed to non-
discrimination and ensuring equal opportunity for all employees and applicants,
and has provided the City with a copy of its Respectful Workplace Policy
reflecting that commitment.
Following its review, the City’s Internal Tax Committee recommends approval of
a 12-year abatement term for the proposed investment.
STAFF RECOMMENDATION: I move to close the public hearing and approve the
issuance of an Industrial Facilities Exemption certificate for a period of 12 years for
the property located at 2034 Latimer Dr. and to authorize the Mayor and City
Clerk to sign the application and the resolution.
The Public Hearing opened to hear and consider any comments from the
public. No public comments were made.
Motion by Commissioner German, second by Commissioner Kochin, to close the
Public Hearing.
ROLL VOTE: Ayes: German, Gorman, Kochin, St.Clair, Johnson, Kilgo, and Keener
Nays: None
MOTION PASSES
PUBLIC COMMENT ON AGENDA ITEMS
Public comments received.
2025-88 CONSENT AGENDA
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A. Approval of Minutes City Clerk
To approve minutes of the October 13, 2025, Commission Worksession Meeting
and the October 14, 2025, City Commission Meeting.
STAFF RECOMMENDATION: Approval of the minutes.
B. Ordinance Adoption: Unlawful Speed Exhibition Events (SECOND
READING) Public Safety
The City of Muskegon Police Department requests consideration to adopt an
ordinance to address the rise in unauthorized vehicle speed exhibitions—
commonly known as “street takeovers”—which threaten public safety, disrupt
neighborhoods, and damage infrastructure, by enhancing enforcement and
providing progressive responses such as impoundment authority and advance
notice procedures.
The City of Muskegon finds that unauthorized motor vehicle speed exhibition
events—commonly known as “street takeovers,” “sideshows,” or “slideshows”—
pose a serious threat to public safety, disrupt neighborhoods, damage
infrastructure, and endanger motorists, pedestrians, and first responders. Events
like these have been an issue in other communities, like Grand Rapids and
Kalamazoo, and the police department has seen an uptick in these events in
Muskegon. This ordinance is adopted to deter such behavior, enhance
enforcement options, and provide for progressive administrative response
through impoundment authority and advance notice procedures.
STAFF RECOMMENDATION: I move to adopt Chapter 92, Article VIII, Sections 92-
500 through 92- 504 of the Code of Ordinances of the City of Muskegon, Michigan
to deter unauthorized speed exhibitions.
G. FY26 State Revolving Fund Engineering Services Public Works
Staff requests authorization to enter into two contracts with Prein & Newhof in the
total amount of $839,700 for design and construction engineering services related
to the FY26 DWSRF and CWSRF programs, associated projects and service line
replacements.
The City is again fortunate to have been offered loans, grants and principal
forgiveness through the FY26 Drinking Water State Revolving Fund (DWSRF) and
the Clean Water State Revolving Fund (CWSRF) programs through the State of
Michigan Department of Environment, Great Lakes & Energy (EGLE). Specifically,
the City has been offered a combination of grants and principal forgiveness
totaling 28% funding, with the remaining 72% eligible for a 20-year loan at a 2%
interest rate which is well below market.
Due to scoring requirements, several projects were included in the City's
application and must be completed under the program in order to take
advantage of the principle forgiveness (most of which is associated with the lead
service line replacement work). The overall budget for the projects is $14,450,000.
Note that these represent the amounts the City is eligible for, and construction
costs may be different once fully designed. Specifically, the program includes:
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The Glenside/9th Project includes 9th Street from Keating to Shelby, which will loop
a dead end water main and provide better interconnects between the City's
transmission mains, and work in Glenside to continue moving sewer and water
mains from the alleys to the streets (work will occur on Hadden, Lexington,
Randolph and Winchester, all west of Wickham).
Depending on bid prices, it is anticipated the FY26 program will replace up to 700
lead service lines. The debt service fees the SRF-eligible portion of the program
are expected to add to the water bill are estimated at $1.62 per month for a water
residential account and at $1.33 for a sewer residential account, for a total of
$2.95 per month which would begin impacting customer's bills in FY28 or FY29.
Portions of the engineering work required for these projects are included in the
25/26 budget and should they move forward, the projects will continue to have
allocations included in the 26/27 and 27/28 fiscal year budgets. The engineering
costs are eligible for the principle forgiveness and bond at the same cost split as
the construction work.
A qualifications-based process was used in 2019 that shortlisted Prein & Newhof
along with two other firms to provide engineering services for these projects. Staff
solicited proposals from Prein & Newhof which total $1,113,600, split into one
contract for the lead service line replacements and a second contract for the
remainder of the projects. Prein & Newhof has already performed about 25% of
the design work on the Glenside project for a prior SRF funding round, which the
City elected not to take advantage of at that time due to system finances. The
staff has reviewed the proposals and feels Prein & Newhof are best suited to
handle these projects based on their experience and their intimate familiarity with
our water system, the DWSRF program, and their history of exemplary
performance on similar projects over the past several years.
STAFF RECOMMENDATION: Move to authorize staff to enter into two contracts with
Prein & Newhof in the total amount of $839,700 for design and construction
engineering services related to the FY26 DWSRF and CWSRF programs, associated
projects and service line replacements.
K. Harbor 31 Development and Reimbursement Agreement Economic
Development
Harbor 31 Hotel is seeking approval of their development and reimbursement
agreement for their hotel at 181 and 201 Viridian Dr.
The draft Development and Reimbursement Agreement between the Brownfield
Redevelopment Authority (BRA), the City of Muskegon, and the developer
extends through 2047 or until all eligible activities have been reimbursed through
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tax increment financing (TIF) capture, whichever occurs first.
Brownfield Plan Amendment #1 was presented to the BRA on November 10, 2025,
to incorporate state school tax capture for reimbursement of eligible non-
environmental activities. The BRA approved the development and
reimbursement agreement at their November 10, 2025 meeting.
The Development and Reimbursement Agreement complements the Brownfield
Plan Amendment by defining the specific terms, conditions, and timeline for
reimbursement.
STAFF RECOMMENDATION: I move to approve the Development and
Reimbursement Agreement for Harbor 31 Hotel as presented and to authorize the
Mayor and City Clerk to sign.
M. Bid/RFP contract award - Engineering AutoCad standards DPW-
Engineering
Staff is requesting authorization to enter into a contract with Fleis & Vandenbrink
in the amount of $98,490.00 for engineering services to update City specifications,
bid documents, standard details and CAD software.
Bids were solicited for a technical project to develop and improve City Standards
and AutoCad Templates; including but not limited to creating drawing details,
blocks and layers, creating new front end construction specifications, and
updating the City's construction specifications, training for engineering staff on
these items, and a year of ongoing technical support. The bid tabulation is below.
Staff recommends Fleis & Vandenbrink, a local firm, based on the details of their
proposal being in line with staff's expectations for the project, and their local
presence for the training and support components. The project was budgeted
at $100,000.
Spicer Group: $95,500.00
Fleis & Vandenbrink: $98,490.00
Prein & Newhof: $160,900.00
STAFF RECOMMENDATION: Move to authorize staff to enter into a contract with
Fleis & Vandenbrink in the amount of $98,490.00 for establishing engineering
services to update City specifications, bid documents, standard details and CAD
software.
O. Brunswick Sewer Work Manager's Office
The sewer fund would receive $49,195 from Brunswick to cover its share of the
repair costs. This is a reduction of the total bill, taking into account the costs
Brunswick had already incurred in the repair process.
In 2024, the City collaborated with Brunswick to perform repair work on their sewer
lateral within Laketon Ave. After taking into account various costs both parties
incurred, this represents the balance that Brunswick is responsible for, $49,195.
Since this adjustment to the total bill exceeds $25,000, approval from the
Commission is required.
In 2024, the City collaborated with Brunswick to perform repair work on their sewer
lateral within Laketon Ave. After taking into account various costs both parties
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incurred, this represents the balance that Brunswick is responsible for, $49,195.
Since this adjustment to the total bill exceeds $25,000, approval from the
Commission is required.
STAFF RECOMMENDATION: To approve the sewer repair bill to Brunswick for
$49,195.
Motion by Commissioner German, second by Commissioner Keener, to approve
the Consent Agenda as presented minus Items C, D, E, F, H, I, J, L, and N.
ROLL VOTE: Ayes: Kochin, St.Clair, Johnson, Kilgo, German, and Gorman
Nays: None
(Commissioner Keener stepped out for a moment)
MOTION PASSES
2025-89 ITEMS REMOVED FROM THE CONSENT AGENDA
C. Limited Traffic Data Software Subscription Public Works
Staff requests authorization to enter into a three-year contract with Vertosoft, LLC
for $26,752 per year for a subscription to Urban SDK traffic data software.
Staff in the Police Department and Engineering Department have long been
interested in taking advantage of improving technology to gain a better
understanding of traffic in the City. Current technology involves placing radar
trailers or rubber hoses on the roadways and returning later to pick up the devices
and process the data, one location at a time. Urban SDK offers a solution that will
give both departments access to speed and volume data across the entire City
network, instantaneously, via software. Urban SDK uses the connected devices
already in nearly all vehicles to anonymously report speed and volume data.
Vertosoft has provided the City with a quote for a three-year contract that is
based on Sourcewell pricing. Sourcewell is a purchasing cooperative that
competitively bids goods and services and offers its members the ability to
purchase those items at the lowest bid price. It meets the City's purchasing policy
requirements for a public bid. While this item was not specifically budgeted for in
the street fund budgets, reserves are available to cover this expense, and the
budget will be amended accordingly. This advanced software will improve the
staff's efficiency, knowledge and accuracy.
STAFF RECOMMENDATION: Move to authorize staff to enter into a three-year
contract with Vertosoft, LLC for $26,752 per year for a subscription to Urban SDK
traffic data software.
Motion by Commissioner Kilgo, second by Commissioner Kochin, to authorize staff
to enter into a three-year contract with Vertosoft, LLC for $26,752 per year for a
subscription to Urban SDK traffic data software.
ROLL VOTE: Ayes: St.Clair, Johnson, Keener, German, and Gorman
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Nays: Kilgo and Kochin
MOTION PASSES
D. Sale of 617, 625, & 635 Oak Planning
Staff is seeking authorization to sell the City-owned vacant lots at 617, 625, and
635 Oak to Sjaarda Homes and Properties LLC (Derek Sjaarda).
Sjaarda Homes and Properties LLC (Derek Sjaarda) would like to purchase the
City-owned buildable lots at 617, 625, and 635 Oak for $6,100 (50% of the True
Cash Value of $12,200) plus half of the closing costs, and the fee to register the
deed. Sjaarda Homes and Properties LLC (Derek Sjaarda) will be constructing a
duplex on each of the properties.
STAFF RECOMMENDATION: Authorize staff to sell the City-owned vacant lots at 617,
625, and 635 Oak to Sjaarda Homes and Properties LLC (Derek Sjaarda).
Motion by Commissioner German, second by Commissioner Kilgo, to authorize
staff to sell the City-owned vacant lots at 617, 625, and 635 Oak to Sjaarda Homes
and Properties LLC (Derek Sjaarda).
ROLL VOTE: Ayes: Johnson, Kilgo, Keener, Gorman, Kochin, and St.Clair
Nays: German
MOTION PASSES
E. Sale of 638 & 644 Oak Planning
Staff is seeking authorization to sell the City-owned vacant lots at 638 and 644 Oak
to Sjaarda Homes and Properties LLC (Derek Sjaarda).
Sjaarda Homes and Properties LLC (Derek Sjaarda) would like to purchase the
City-owned buildable lots at 638 and 644 Oak for $4,000 (50% of the True Cash
Value of $8,000) plus half of the closing costs, and the fee to register the deed.
Sjaarda Homes and Properties LLC (Derek Sjaarda) will be constructing a duplex
on each property.
STAFF RECOMMENDATION: Authorize staff to sell the City-owned vacant lots at 638
and 644 Oak to Sjaarda Homes and Properties LLC (Derek Sjaarda).
Motion by Commissioner German, second by Commissioner Kilgo, to authorize
staff to sell the City-owned vacant lots at 638 and 644 Oak to Sjaarda Homes and
Properties LLC (Derek Sjaarda).
ROLL VOTE: Ayes: Kilgo, Keener, Gorman, Kochin, St.Clair, and Johnson
Nays: German
MOTION PASSES
F. Sale of 595 Oak & 594 Orchard Planning
Staff is seeking authorization to sell the City-owned vacant lots at 595 Oak and
594 Orchard to Sue Ann Properties LLC (Eric Payne).
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Sue Ann Properties LLC (Eric Payne) would like to purchase the City-owned
buildable lots at 595 Oak and 594 Orchard for $4,000 (50% of the True Cash Value
of $8,000) plus half of the closing costs, and the fee to register the deed. Sue Ann
Properties LLC will be constructing a duplex on each property.
STAFF RECOMMENDATION: Authorize staff to sell the City-owned vacant lots at 595
Oak and 594 Orchard to Sue Ann Properties LLC.
Motion by Commissioner German, second by Commissioner Kochin, to authorize
staff to sell the City-owned vacant lots at 595 Oak and 594 Orchard to Sue Ann
Properties LLC.
ROLL VOTE: Ayes: Keener, Gorman, Kochin, St.Clair, Johnson, and Kilgo
Nays: German
MOTION PASSES
H. Beach Pass Online Discount Public Safety
Request to give a discount to patrons who purchase their annual beach parking
permits on the portal.
As we introduce our new license plate reader program for beach passes, a portal
is available for the public to purchase all beach passes. As an incentive to
encourage people to use the portal, we would like to offer a $4.00 discount for
annual passes purchased on the portal.
STAFF RECOMMENDATION: Approve $4.00 discount for patrons who purchase
annual beach passes on the new portal.
Motion by Commissioner Kilgo, second by Commissioner German, to approve a
$4.00 discount for patrons who purchase annual beach passes and a $3 discount
for patrons who purchase a daily beach pass on the new portal and request staff
to move forward with the BOGO.
ROLL VOTE: Ayes: German, Gorman, Kochin, St.Clair, Johnson, Kilgo, and Keener
Nays: None
MOTION PASSES
I. Rezoning of 560 Mart St from Waterfront Marine (WM) to Waterfront
Industrial PUD (WI-PUD). Planning
Request to rezone a portion of the property at 560 Mart St from Waterfront Marine
(WM) to Waterfront Industrial PUD (WI-PUD), by West Michigan Dock & Market
Corp.
The applicant is requesting to rezone 23.5 acres of the 43.5 acre site to WI-PUD.
The area to be rezoned is located behind the existing security fence. This area has
historically been used for port-related activities. Although these uses are not
allowed in the WM zoning district, they are considered legally non-conforming
(grandfathered). Rezoning this portion of the property to WI-PUD would allow the
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applicant to apply for a PUD for port-related uses, which would allow them to
become legally-conforming. The rest of the parcel would remain under
Waterfront Marine (WM) zoning.
This rezoning request is related to the "land swap" project between the City, Mart
Dock, and Verplank. More information regarding the project can be found
here: https://muskegon-mi.civilspace.io/en/projects/connecting-community-to-
the-water-ports-and-parks
The land swap project would help complete several goals identified in City plans,
including the following:
o Increasing publicly-accessible land along the waterfront - Imagine
Muskegon Lake (page 10).
o Increasing publicly-accessible shoreline - Imagine Muskegon Lake (page
10)
o Increasing multi-use paths and trails align the shoreline - Imagine Muskegon
Lake (page 10)
o Increasing mixed-use development along the waterfront - Imagine
Muskegon Lake (page 11)
o Activating the Mart Dock property as an activity center - Imagine
Muskegon Lake (page 37,40,41)
o Habitat restoration at the future park on the Verplank site - Imagine
Muskegon Lake (page 59)
o Connecting the Western & Central Waterfront Districts to Downtown -
Imagine Muskegon Lake (page 15)
o Become regionally and nationally designated by organizations that will
bring visibility and economic development to Muskegon Lake - Master Plan
(Economic Development, page 19)
o Improve the environmental quality of greenway corridors by cleaning up
contaminated sites, safeguarding areas highly susceptible to private land
use, and reducing dumping - Master Plan (Natural Features, page 13)
o Increase and enhance publicly-accessible amenities along the waterfront
and soften shorelines where possible - Master Plan (Economic
Development, page 18)
o Invest in placemaking opportunities that capitalize on community assets -
Master Plan (Economic Development, page 10)
o Increase access to the Muskegon Lake shoreline - Master Plan (Jackson Hill,
page 11).
The Planning Commission recommended approval of the request by a 7-2 vote
at their special meeting on October 23.
STAFF RECOMMENDATION: I move that the request to rezone a portion of the
property at 560 Mart St. from Waterfront Marine to Waterfront Industrial PUD be
approved.
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Motion by Commissioner Kilgo, second by Commissioner Kochin, to move that the
request to rezone a portion of the property at 560 Mart St. from Waterfront Marine
to Waterfront Industrial PUD be approved.
ROLL VOTE: Ayes: Gorman, Kochin, St.Clair, and Kilgo
Nays: Keener and German
Abstain: Johnson
MOTION PASSES (REQUIRES SECOND READING)
J. Rezoning of 501 E Western Ave from Open Space Recreation (OSR) to
Waterfront Industrial PUD (WI-PUD). Planning
Staff-initiated request to rezone 501 E Western Ave from Open Space Recreation
(OSR) to Waterfront Industrial PUD (WI-PUD).
Staff is requesting to rezone a portion of Fisherman's Landing (501 E Western) to
WI-PUD to allow for port activities on-site. Once the property is rezoned to WI-PUD,
the owner would be able to apply for a PUD for port-related activities. The
remainder of the property will remain OSR zoning, and the boat launch, fishing
areas, and bathrooms will remain open to the public. About 3.5 of the 5 parking
lots on-site will remain (about 46 parking spaces to be eliminated). Please see the
map depicting the portion of the property to be rezoned and the zoning
ordinance excerpts for WI-PUD and OSR.
This rezoning request is related to the "land swap" project between the City, Mart
Dock, and Verplank. More information regarding the project can be found
here: https://muskegon-mi.civilspace.io/en/projects/connecting-community-to-
the-water-ports-and-parks
The land swap project would help complete several goals identified in City plans,
including the following:
o Increasing publicly-accessible land along the waterfront - Imagine
Muskegon Lake (page 10).
o Increasing publicly-accessible shoreline - Imagine Muskegon Lake (page
10)
o Increasing multi-use paths and trails align the shoreline - Imagine Muskegon
Lake (page 10)
o Increasing mixed-use development along the waterfront - Imagine
Muskegon Lake (page 11)
o Activating the Mart Dock property as an activity center - Imagine
Muskegon Lake (page 37,40,41)
o Habitat restoration at the future park on the Verplank site - Imagine
Muskegon Lake (page 59)
o Connecting the Western & Central Waterfront Districts to Downtown -
Imagine Muskegon Lake (page 15)
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o Become regionally and nationally designated by organizations that will
bring visibility and economic development to Muskegon Lake - Master Plan
(Economic Development, page 19)
o Improve the environmental quality of greenway corridors by cleaning up
contaminated sites, safeguarding areas highly susceptible to private land
use, and reducing dumping - Master Plan (Natural Features, page 13)
o Increase and enhance publicly-accessible amenities along the waterfront
and soften shorelines where possible - Master Plan (Economic
Development, page 18)
o Invest in placemaking opportunities that capitalize on community assets -
Master Plan (Economic Development, page 10)
o Increase access to the Muskegon Lake shoreline - Master Plan (Jackson Hill,
page 11).
The Planning Commission recommended approval of the rezoning by a 7-2 vote
at their special meeting on October 23.
STAFF RECOMMENDATION: I move that the request to rezone a portion of the
property at 501 E Western Ave from Open Space Recreation to Waterfront
Industrial PUD be approved.
Motion by Commissioner Keener, second by Commissioner Kilgo, to move that
the request to rezone a portion of the property at 501 E. Western Ave. from Open
Space Recreation to Waterfront Industrial PUD be approved.
ROLL VOTE: Ayes: St.Clair, Johnson, Kilgo, and Gorman
Nays: Kochin, Keener, and German
MOTION PASSES (REQUIRES SECOND READING)
L. Bid Award - Park Building Renovations DPW- Parks
Staff requests authorization to enter into a contract with JWK in the amount of
$390,295 for park building renovations to Sheldon Park and Hartshorn Marina &
Park.
The parks department published a Request for Proposals in September for
renovations to 3 park buildings in need of renovation and repairs. The
improvements include restoring Sheldon Park bathroom and making ADA
improvements. Hartshorn Marina harbormaster building will be renovated to
improve work operations and properly seal the building. Hartshorn Boat Ramp &
Park restroom will be renovated as well with all new fixtures and a new roof. Short
Elliot Hendricks is the architect and project manager for these projects and will
assist with project oversight. These projects are scheduled to be completed no
later than fall of 2026. These improvements have been planned and budgeted
since the Parks Master Plan update in 2024 due to high community desire for these
bathrooms to reopen.
Bid Tab:
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JWK Construction Inc - $390,295
Clifford Buck Construction Company - $409,481 ($401,291 with 2% City preference)
Midwest Construction Group - $424,312
Tridonn Construction Company - $513,913 ($508,774 with 1% County preference)
JWK Construction is the recommended contractor for this project. The Purchasing
Policy does offer a 2% local contractor preference, and JWK is the lowest bidder
with the 2% preference factored in.
STAFF RECOMMENDATION: Move to authorize staff to enter into a contract with
JWK in the amount of $390,295 for park building renovations to Sheldon Park and
Hartshorn Marina & Park.
Motion by Commissioner Keener, second by Commissioner Kochin, to authorize
staff to enter into a contract with JWK in the amount of $390,295 for park building
renovations to Sheldon Park and Hartshorn Marina & Park.
ROLL VOTE: Ayes: St.Clair, Johnson, Kilgo, Keener, German, Gorman, and Kochin
Nays: None
MOTION PASSES
N. Police Department Wage Increase Public Safety
The City of Muskegon is proposing a wage increase for both the Patrol and
Command Police Unions. This proposal recognizes the tremendous work our
police officers and command staff perform under extraordinary circumstances
and supports our commitment to retaining compassionate, professional, ethical,
and community-focused officers. The proposed wage increase would pay officers
at their 2026 rate starting on October 1, 2025, with an additional $1 added to those
wages.
The Muskegon Police Department, like many police departments nationwide, has
experienced staffing shortages. Despite these challenges, our officers and
command staff have continued to provide exceptional service to the community.
The City of Muskegon must continue to reward our officers for their hard work and
also have a competitive wage to attract new talent to fill our staffing shortage.
The City of Muskegon is proposing a wage increase for the Patrol and Command
Unions. The proposed wage increase would pay officers at their 2026 wage rate
beginning October 1, 2025, with an additional $1 added to those wages. The pay
adjustment will be retroactive to October 1 and issued in the first pay period of
December. Below is the breakdown of the wage increase.
Police Patrol Union Wage Matrix (hourly)
Recruit Start 1 YR 2 YRS 3 YRS 4 YRS 5-9 YRS 10+
YRS
2025 23.00 28.00 29.00 32.00 35.00 37.00 38.00 39.00
2026 24.00 29.00 32.00 35.00 37.00 38.00 39.00 41.00
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Proposed25.00 30.00 33.00 36.00 38.00 39.00 40.00 42.00
Increase
Police Command Union Wage Matrix (hourly)
Sergeant Lieutenant Captain
2025 45.20 48.29 51.39
2026 47.10 50.16 53.21
Proposed Increase48.10 51.16 54.21
It should be noted that for FY 2025-26, we were projecting a $232,000 budget
surplus, with total revenues of $44,335,812. However, fiscal Year 2024–25 revenues
came in better than expected at approximately $44,251,000. This number is only
about $85,000 less than our projected revenues for the current fiscal year. Given
the revenue number from this past fiscal year, and considering changes in state
revenues, we're now projecting general fund revenues closer to $45,000,000. This
would give us more than enough flexibility in our budget to absorb this increase.
Additionally, because FY 2024-25 revenues came in higher than initially forecast
(and expenses were also down) we did not have to touch the fund balance as
initially anticipated. So, we're projecting a slight increase in our fund balance
position when the auditors present the audit after the first of the year.
STAFF RECOMMENDATION: I move to approve the wage increase for both the
Patrol and Command Police Unions to begin 2026 wage rates plus a $1 increase
retroactively beginning October 1, 2025.
Motion by Commissioner German, second by Vice Mayor St.Clair, to approve the
wage increase for both the Patrol and Command Police Unions to begin 2026
wage rates plus a $1 increase retroactively beginning October 1, 2025.
ROLL VOTE: Ayes: Johnson, Kilgo, Keener, German, Gorman, Kochin, and St.Clair
Nays: None
MOTION PASSES
ANY OTHER BUSINESS
Mayor Johnson thanked the Clerk and her staff for operating another excellent
election and for sharing the results as soon as they were available.
Commissioner German also thanked the Clerk and those who ran for office and
congratulated those who won.
City Manager Jonathan Seyferth stated we cannot get pennies anymore, they
stopped being minted in May. We are working on a pilot program on rounding.
Mayor Johnson reminded that we have the kiosk in the atrium where you can pay
your water bill and DTE bill.
Commissioner Kilgo asked council about Closed Session.
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Commissioner Kochin announced that those who are struggling to get food there
is an event on November 15, starting at noon, at the Paradise Event Center, 465
W. Broadway. They will be handing out food.
Mayor Johnson stated the fall menu at the Love Café is launching Tuesday,
November 11. It is a pay-as-you-can diner. He also stated that our Farmers Market
is a participant in the double-up food bucks program, and there is also bonus
bucks.
GENERAL PUBLIC COMMENT
Public comments received.
2025-90 CLOSED SESSION
A. Discussion of Attorney/Client Privilege Manager's Office
Motion by Vice Mayor St.Clair, second by Commissioner Keener, to go into Closed
Session to consider material exempt from discussion and disclosure by State or
Federal Statute, being an attorney client communication.
ROLL VOTE: Ayes: Kilgo, Keener, German, Gorman, Kochin, St.Clair, and Johnson
Nays: None
MOTION PASSES
Motion by Commissioner Kilgo, second by Commissioner German, to go into
Open Session.
ROLL VOTE: Ayes: Keener, German, Gorman, Kochin, St.Clair, Johnson, and Kilgo
Nays: None
MOTION PASSES
ADJOURNMENT
The City Commission meeting adjourned at 10:07 p.m.
Respectfully Submitted,
Ann Marie Meisch, MMC City
Clerk
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Cost of Living Adjustment-Non Union
Employees
Submitted by: Kenneth Grant, Finance Director Department: Finance
Brief Summary:
At the end of the calendar year management recommends an adjust to non-union wages.
Management recommends a 3% COLA that is consistent with U.S Bureau of Labor Statics data thru
September 2025.
Detailed Summary & Background:
Overall, with the 3% increase, it looks like the NU group is projecting a decrease of around $270K from
budgeted figures, specifically $150K from the GF. Every fund affected is included in the summary, but
the increases are less then $20K, of which many impact the street funds.
This decrease is most likely from a combination of a few items:
1. Budgeted numbers are finalized at the end of April, but staff currently employed by the end of
March/ early April are assumed to continue employment. Just considering GF, we had three
individuals either retire or resign prior to the end of FY 24-25, and were replaced sometime in
early FY 25-26. The staff who replaced these members began at lower wages and lower fringe
rates.
2. We had already considered at 2.3% increase in wages, due to projected inflation, so the
additional 0.7% isn’t all too much more
3. With the increase in opt-out rates, we are seeing that more new hires are choosing to go onto
their spouse/ partner’s insurance.
Goal/Action Item:
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
No impact on budget Yes No x N/A
Fund(s) or Account(s): Budget Amendment Needed:
various Yes No x N/A
Recommended Motion:
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I move to approve the 3.0% wage increase for non-union employees effective January 1, 2026
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
Page 40 of 295
Estimated Expenses: Budgeted FY 25-26 Estimated w/ 3% FY 25-26 Increase (Decrease)
Total: 9,131,569 8,860,504 (271,065)
Per Fund
101 5,470,130 5,315,042 (155,088)
202 174,831 192,369 17,538
203 174,831 195,267 20,436
252 95,736 103,657 7,921
254 343,956 335,535 (8,421)
394 127,203 87,681 (39,522)
467 5,095 5,095
472 197,834 156,372 (41,462)
473 84,179 83,281 (898)
475 2,097 5,817 3,720
496 122 122
590 403,958 397,182 (6,775)
591 796,076 782,319 (13,757)
594 137,113 105,966 (31,147)
642 748,704 730,308 (18,397)
643 175,038 170,934 (4,103)
661 132,554 127,424 (5,129)
677 67,331 66,135 (1,196)
(271,065)
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Fleet Vehicle Replacement - Plow Trucks
Submitted by: Joe Buthker, DPW Superintendent, Department: Public Works
Dawson Romanosky, DPW Equipment Supervisor
Brief Summary:
Staff is requesting approval to purchase two replacement plow trucks.
Detailed Summary & Background:
This request is to purchase two replacement plow trucks for the City’s equipment fleet. These new
vehicles will replace existing plow trucks that are nearly 25 years old. The cab and chassis for
each truck will be purchased from West Michigan International through the Sourcewell contract for
$117,632.82 per unit. The plow truck components, including the dump box, underbody scraper
blade, and salt box, will be built and installed by Viking-Cives under the Sourcewell contract for
$139,952.69 per unit. Sourcewell is a purchasing collective that publicly bids items to offer the
best value to member organizations, and its public bid process satisfies the City's purchasing
policy requirements.
Quantity Price Total
Cab and chassis 2 $117,632.82 $235,265.64
Dump box, underbody 2 $139,952.69 $279,905.38
scraper blade, and salt
spreader
Total $515,171.02
The total cost of $515,171.02 is a budgeted expense from the Equipment Fund. Delivery timelines
for fully assembled plow trucks have recently exceeded one year. It is likely the purchases of the
cab and chassis ($235,265.64) will occur this FY (2025-26), but the installation of the dump box,
underbody scraper blade, and salt spreader ($279,905.38) will be next FY (2026-27).
Goal/Action Item:
2027 GOAL 4: FINANCIAL INFRASTRUCTURE - Reliable and efficient short and long term financial
practices
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
$515,171.02 Yes X No N/A
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Fund(s) or Account(s): Budget Amendment Needed:
Equipment Fund (661-563) Yes No X N/A
Recommended Motion:
I move to authorize staff to purchase two new plow trucks through West Michigan International and
Viking-Cives for $515,171.02.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X Purchasing Policy
Head
Information
Technology
Other Division Heads
Communication
Legal Review
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Fleet Vehicle Replacement - Water Dept.
Construction Truck
Submitted by: Joe Buthker, DPW Superintendent, Department: Public Works
Dawson Romanosky, DPW Equipment Supervisor
Brief Summary:
Staff is requesting approval to purchase a replacement construction truck for the Water Department.
Detailed Summary & Background:
Staff is requesting approval to purchase a construction truck from Gorno Ford at a cost of $72,838.
Construction trucks are used by the Water and Sewer Department to transport staff and equipment
to job sites, as well as to carry the tools and supplies needed to install, repair, and replace water and
sewer infrastructure throughout the city. The truck being replaced is from the early 2000s.
Updating this vehicle will provide more reliable transportation for our staff and reduce emissions
produced by the City's fleet. The truck will be purchased from Gorno Ford, a MiDEAL partner. MiDEAL
is a state-negotiated purchasing program that allows local governments to purchase vehicles and
equipment at a discounted rate without conducting their own bidding process. This purchase is a
budgeted expense from the Equipment Fund.
Goal/Action Item:
2027 Goal 4: Financial Infrastructure
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
$72,838 Yes X No N/A
Fund(s) or Account(s): Budget Amendment Needed:
Equipment Fund (661-563) Yes No X N/A
Recommended Motion:
I move to authorize staff to purchase a construction truck from Gorno Ford for $72,838.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X Purchasing Policy
Head
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Information
Technology
Other Division Heads
Communication
Legal Review
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DPW Construction Truck
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Page 74 of 295
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Zoning Ordinance Amendment - Permitted
Yard Encroachments
Submitted by: Mike Franzak, Planning Director Department: Planning
Brief Summary:
Staff-initiated request to amend Section 2307 of the zoning ordinance to modify the permitted yard
encroachment criteria.
Detailed Summary & Background:
This amendment is to clarify some information found in Section 2307 (permitted yard encroachments)
of the zoning ordinance. The amendment will clean up some language regarding porches that
encroach on the front setback requirement and will also allow steps on a porch to encroach a little
further than currently allowed. This amendment will also eliminate #4 in the section that describes
regulations for subdivisions that were 90% developed prior to 1940. Zoning reform has replaced the
need for these requirements. Please see the redline version of the amendments in the attachments.
The Planning Commission unanimously recommended approval of the request at their November 13
meeting.
Goal/Focus Area/Action Item Addressed:
Key Focus Areas:
Zoning Ordinance
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:
I move the request to amend Section 2307 of the zoning ordinance to modify the permitted yard
encroachment criteria be approved.
Approvals: Guest(s) Invited / Presenting:
Immediate Division X No
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Head
Information
Technology
Other Division Heads
Communication
Legal Review
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ARTICLE XXIII – GENERAL PROVISIONS
SECTION 2305: REDUCTION OF PARCELS BELOW MINIMUM REQUIRED SIZE, WIDTH, OR DEPTH
No parcel, whether or not platted as a lot, shall be split or reduced in size, width, or depth by any conveyance,
survey, leasing, occupancy, or other means which creates a parcel substandard in size, width, or depth according
to the requirements of this zoning ordinance. The splitting of a lot or parcel to add to another shall not be
allowed unless the remaining portion is of legal size, width, and depth for the zone where the split parcel is
located, or it is simultaneously combined by conveyance with a contiguous parcel which will thereafter be of
legal size, width, and depth. Further, if contiguous nonconforming lots or parcels whether or not of record, are
under common ownership or control, they shall be combined to meet the provisions of this Ordinance prior to
permitting future site development or the issuance of a building permit.
SECTION 2306: ALLOCATION OF LOT AREAS & CONFIGURATION OF LOTS
1. Setback and yard allocations: No portion of a lot can be used more than once in complying with the
provisions for lot area and yard dimensions for construction or alteration of buildings.
2. Corner Lots: Corner lots shall have the minimum lot width and front setback as required by that zoning
district for each property line which is adjacent to a public or private road.
a. A corner lot shall have the required front setback measured from both the principal and
secondary front lot lines.
b. The remaining setbacks shall be a rear and a side setback. The rear setback shall be measured
from the rear lot line.
c. The driveway of the principal building on a corner lot shall be located on the secondary front lot
line.
d. The width of a corner lot shall be determined by the length of the principal front lot line.
3. Width to depth ratios: The depth of lot(s) or parcel(s) created in all zoning districts after the effective
date of this Ordinance shall not be more than three (3) times longer their width.
4. Frontage required: All parcels shall have the required minimum lot width along and adjacent to a public
road or approved private road.
SECTION 2307: PERMITTED YARD ENCROACHMENTS
Encroachments may be made upon required yards under the following conditions:
1. Architectural elements: Existing buildings or structures shall be permitted to encroach upon the
minimum setback requirements of this Ordinance with architectural elements that are necessary to the
integrity of the structure of the building, or health or safety of the occupants such as cornices, gutters,
chimneys, pilasters, outside stairways, fire escapes, and similar features. Such features may project into
a required setback area no more than five (5) feet.
2. Patios, porches and decks: Patios and uncovered decks no more than two feet above grade may be built
to the rear or side property line where an established fence line exists. If no established fence line exists,
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ARTICLE XXIII – GENERAL PROVISIONS
patios and uncovered decks no more than two feet above grade must be a minimum of three (3) feet
from rear and side property lines. All decks or porches more than two feet above grade, must comply
with the setback requirements of the principal structure.
3. Unenclosed structures, front yard: Unenclosed porches, steps or similar facilities and stoops (not
including steps) may project into a required front setback and beyond a required front build-to-zone for
a distance not to exceed five (5) ten (10) feet, but shall be no closer than five (5) feet to the front property
line. Steps may completely encroach into the front setback or front build-to-zone, but shall not extend
beyond the front property line. In the case of a handicap wheelchair ramp, the Zoning Administrator may
waive setback requirements at his/her their discretion, if no other options are available to provide a
ramp, provided that the applicant agrees to remove the ramp if it is no longer necessary on the property.
A performance letter or performance guarantee may be required.
4. Additions: Additions to homes on minor streets (not collectors), built in subdivisions ninety percent
(90%) developed with homes prior to 1940 may encroach upon existing yards so long as:
a. A minimum 10 foot front setback is maintained
b. A minimum 15 foot rear setback is maintained
c. Lot coverage, with accessory structures does not exceed 50%
d. The addition does not further encroach upon existing side yards
SECTION 2308: OUTDOOR SEATING
Outdoor seating for restaurants, cocktail lounges, and similar uses is permitted, provided:
1. The area devoted to outdoor seating must be ancillary to the main use of an indoor restaurant, cocktail
lounge, bakery, coffee shop, delicatessen, specialty food store, or similar establishment.
2. Where City bollards are located, they shall be treated as the curb as it pertains to this ordinance. These
bollards may be moved by the City. When the City bollards are to be moved, the outdoor seating area
may be moved, and it is the responsibility of the property owner to make sure the outdoor seating area
is still in compliance with this ordinance.
3. Pedestrian circulation and access to the building entrance shall not be impaired (see Figure 2-10). A
minimum of six (6) feet of sidewalk leading to the entrance to the establishment must be maintained
free of tables, chairs, and other encumbrances. Pedestrians must have at least six (6) feet of clearance
between the outdoor seating area and the building or at least six (6) feet of clearance between the
outdoor seating area and the curb or City bollards. Pedestrians must always have at least four (4) feet of
clearance around any fixed object. This distance is increased to six (6) feet if the pedestrian is directed
towards the curb/City bollard or any other area with a drop off such as a planting bed.
4. The seating area shall be limited to the same property directly adjacent to the permitted use to which
the seating area is accessory and shall not extend into adjoining sites.
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CITY OF MUSKEGON
MUSKEGON COUNTY, MICHIGAN
ORDINANCE NO._____
An ordinance to amend Section 2307 of the zoning ordinance to modify the regulations on permitted yard
encroachments.
THE CITY COMMISSION OF THE CITY OF MUSKEGON HEREBY ORDAINS:
The regulations on permitted yard encroachments have been amended as proposed.
This ordinance adopted:
Ayes:______________________________________________________________
Nayes:_____________________________________________________________
Adoption Date:
Effective Date:
First Reading:
Second Reading:
CITY OF MUSKEGON
By: _________________________________
Ann Meisch, MMC, City Clerk
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CERTIFICATE
The undersigned, being the duly qualified clerk of the City of Muskegon, Muskegon County,
Michigan, does hereby certify that the foregoing is a true and complete copy of an ordinance
adopted by the City Commission of the City of Muskegon, at a regular meeting of the City
Commission on the 25th day of November, at which meeting a quorum was present and
remained throughout, and that the original of said ordinance is on file in the records of the City
of Muskegon. I further certify that the meeting was conducted and public notice was given
pursuant to and in full compliance with the Michigan Zoning Enabling Act, Public Acts of
Michigan No. 33 of 2006, and that minutes were kept and will be or have been made available as
required thereby.
DATED: ___________________, 2025. __________________________________________
Ann Meisch, MMC
Clerk, City of Muskegon
Publish: Notice of Adoption to be published once within ten (10) days of final adoption.
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CITY OF MUSKEGON
NOTICE OF ADOPTION
Please take notice that on November 25, 2025, the City Commission of the City of Muskegon
adopted an ordinance to amend Section 2307 of the zoning ordinance to amend the regulations on
permitted yard encroachments.
Copies of the ordinance may be viewed and purchased at reasonable cost at the Office of the City
Clerk in the City Hall, 933 Terrace Street, Muskegon, Michigan, during regular business hours.
This ordinance amendment is effective ten days from the date of this publication.
Published ____________________, 2025. CITY OF MUSKEGON
By _________________________________
Ann Meisch, MMC
City Clerk
---------------------------------------------------------------------------------------------------------------------
PUBLISH ONCE WITHIN TEN (10) DAYS OF FINAL PASSAGE.
Account No. 101-80400-5354
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Zoning Ordinance Amendment - Residential
Design Criteria
Submitted by: Mike Franzak, Planning Director Department: Planning
Brief Summary:
Staff-initiated request to amend Section 2319 of the zoning ordinance to modify the residential design
criteria.
Detailed Summary & Background:
These minor amendments are to address some incorrect information in the zoning ordinance that
was created when zoning reform was approved. These changes would also require a house to have
a door at the front of the house, which is not required as of now. The numbering of the design
requirements has also been updated. Please see the redline version of the ordinance excerpt that is
attached.
The Planning Commission unanimously recommended approval of the request at their November 13
meeting.
Goal/Focus Area/Action Item Addressed:
Key Focus Areas:
Zoning Ordinance
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:
I move the request to amend Section 2319 of the zoning ordinance to modify the residential design
criteria be approved.
Approvals: Guest(s) Invited / Presenting:
Immediate Division X No
Head
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Information
Technology
Other Division Heads
Communication
Legal Review
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ARTICLE XXIII – GENERAL PROVISIONS
9. The cottage court development must contain a common, shared open space that is at least twenty (20)
feet but no more than sixty (60) feet in width and landscaped in grass, ground cover, perennials, and/or
other natural, living, landscape material.
10. All housing units that do not front on a street must front and have their main entrance face the shared
open space.
11. The lot must be serviced by an alley at the side or rear of the lot or, if an alley is not available, from a
single drive approach on a side street. If both an alley and side street is not available, parking may be
accessed from a single drive approach on a front street.
12. All units must meet the living area standards listed in Section 2319, and each unit shall not exceed a
maximum building footprint of 30’x30’.
13. Building facades facing streets or the shared open space shall have 10% to 50% of the facade be windows
between the adjacent grade and the cornice expression line or eave.
14. Accessory dwelling units are not permitted in cottage court developments.
SECTION 2319: RESIDENTIAL DESIGN CRITERIA
It is the intent and purpose of this section to establish design review standards and controls over housing
development in the City of Muskegon. It is recognized that there are unique design aspects inherent in the
community appearance that need to be preserved and enhanced. The adoption of these criteria will guide and
ensure that all future growth fits with the unique vernacular of the City of Muskegon’s urban setting. A positive
community image: enhances economic development opportunity; safeguards property values; curbs blight and
deterioration; and enhances public safety and welfare.
All single-family houses, duplexes, rowhouses and small multiplexes (3-6 units), other than a mobile home
located in a licensed mobile home park approved under the provisions of Article V, MHP Mobile Home Park
Districts, shall conform to the following regulations in addition to all other regulations of this Ordinance:
1. Each dwelling unit shall have a minimum living area of five hundred and fifty (550) square feet for a one
(1) bedroom dwelling. For each bedroom, an additional 100 square feet shall be provided. This shall be
measured from the outside wall of the unit as described on the site plan.
2. If a principal structure is less than 850 square feet and is to be located on a lot that is large enough to
split under the zoning regulations, it must be placed in such a fashion as to allow enough room to split
the lot and create an additional buildable lot. The lot does not actually have to be split at the time of
construction and may be done at a later date at the property owner’s discretion.
3. All buildings located in Neighborhood Residential districts must comply with Section 400.2 of the zoning
ordinance. Multiple family dwellings are only allowed in single-family residential districts if the home has
already been altered with prior approval to allow for multiple dwellings.
4.3. Roof drainage in the form of a roof overhang of at least twelve inches (12”) shall be provided to
direct storm or meltwater way from the foundation, unless a gambrel roof or other design elements
necessitate an alternative roof drainage system.
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5.4. The building shall have a minimum width across the front elevation view which is the lesser of:
a. Twenty-four (24) feet on lots that are at least forty feet wide or
b. The average width of the homes on the same street, one block in any direction.
6.5. A structure with a front elevation view of over 40 linear feet shall have a design offset including
but not limited to; bay windows, covered porches, or structural offsets from the principal plane of the
building.
6. The main entrance to the principal structure is required to be located at the front and shall be directly
accessed from and face the front street. In the case where a building contains multiple dwelling units, at
least one individual entrance or shared entrance to the principal structure is required to be located at
the front and shall be directly accessed from and face the front street.
7. In the case of an attached garage, garage doors may not comprise more than fifty percent (50%) of the
width of the front elevation view.
8. In the event that a dwelling unit is a mobile home as defined herein, it shall be installed with the wheels
removed. No dwelling unit shall have any exposed towing mechanism, undercarriage or chassis.
9. The subject building shall be aesthetically compatible in design and appearance with other buildings on
the same street, one block in any direction. The review shall include but not necessarily be limited to:
roof pitch, scale, size, mass, minimum transparency, orientation to the street, and overhangs. The
foregoing shall not be construed to prohibit innovative design concepts involving such matters as (but
not limited to) solar energy, view, or unique land contour.
10. The compatibility of design and appearance shall be determined in the first instance by the Zoning
Administrator upon review of the plans submitted for a particular building. The Zoning Administrator’s
decision may be appealed, to the Zoning Board of Appeals within a period of fifteen (15) days from the
receipt of notice to the official’s decision.
11. Each building shall have established vegetative ground cover no less than 12 months after occupancy.
Approval shall be given by zoning staff of the Planning Department as part of the initial residential site
plan review. A minimum of one shade tree, two and one-half inches (2.5”) in diameter, four feet (4’)
from the ground or one six foot (6’) evergreen tree shall be provided. Existing landscaping may be
accepted in lieu of this requirement.
12. Each building shall have a garage or a shed providing a minimum of sixty-four (64) square feet of storage.
All dwelling units within large multiplexes (6 units and above), mixed-use buildings, and accessory dwelling units
shall conform to the following regulations in addition to all other regulations of this Ordinance:
1.13. Each dwelling unit shall have a minimum size (excluding all basement area) of 375 square feet.
For each bedroom, an additional 100 square feet shall be provided. This shall be measured from the
outside wall of the unit as described on the site plan.
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ARTICLE XXIII – GENERAL PROVISIONS
2. All buildings located in Neighborhood Residential districts must comply with Section 400.2 of the zoning
ordinance. Multiple family dwellings are only allowed in single-family residential districts if the home has
already been altered with prior approval to allow for multiple dwellings. One-family dwellings may not
be altered to allow for multiple dwellings, nor may new homes be built for multiple dwellings.
3.14. Roof drainage in the form of a roof overhang of at least twelve inches (12”) shall be provided to
direct storm or meltwater away from the foundation, unless a gambrel roof or other design elements
necessitate an alternative roof drainage system.
15. At least one individual or shared entrance to the principal structure is required to be located at the front
and shall be directly accessed from and face the front street.
4.16. In the case of an attached garage, garage doors may not comprise more than fifty percent (50%)
of the width of the front elevation view.
5.17. The subject building shall be aesthetically compatible in design and appearance with other
buildings on the same street, one block in any direction. The review shall include but not necessarily be
limited to: roof pitch, scale, size, mass, minimum transparency, orientation to the street, and overhangs.
The foregoing shall not be construed to prohibit innovative design concepts involving such matters as
(but not limited to) solar energy, view, or unique land contour.
6.18. Each building shall have an established vegetative ground cover no less than 12 months after
occupancy. A minimum of one shade tree, two and one-half inches (2.5”) in diameter, four feet (4’) from
the ground or one six foot (6’) evergreen tree shall be provided. Existing landscaping may be accepted
in lieu of this requirement.
7.19. Each building shall have a garage or a shed providing a minimum of sixty-four (64) square feet of
storage.
SECTION 2320: PRIVATE STREETS
1. Private streets shall require a development permit.
2. Regulation Michigan State Highway stops signs shall be positioned and installed in accordance with the
Michigan State Manual of Uniform Traffic Control Devices on all private streets. Signs in the right of way
shall be reviewed and installed by the City.
3. All private streets shall have names approved by the “911” emergency services coordinating agency.
4. All private streets shall provide an adequate right-of-way approved by the city in the event the street is
eventually incorporated into the city street system.
5. Identification signs approved by the City shall be required for private streets and shall note they are
private.
6. All private streets servicing or intended to serve two (2) or more lots, parcels or condominium units shall
be under the control of an approved and recorded road maintenance agreement and deed restrictions
which provide for the perpetual maintenance of such roads and/or easements to a necessary and
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CITY OF MUSKEGON
MUSKEGON COUNTY, MICHIGAN
ORDINANCE NO._____
An ordinance to amend Section 2319 of the zoning ordinance to modify the regulations on residential design
criteria.
THE CITY COMMISSION OF THE CITY OF MUSKEGON HEREBY ORDAINS:
The regulations on permitted yard encroachments have been amended as proposed.
This ordinance adopted:
Ayes:______________________________________________________________
Nayes:_____________________________________________________________
Adoption Date:
Effective Date:
First Reading:
Second Reading:
CITY OF MUSKEGON
By: _________________________________
Ann Meisch, MMC, City Clerk
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CERTIFICATE
The undersigned, being the duly qualified clerk of the City of Muskegon, Muskegon County,
Michigan, does hereby certify that the foregoing is a true and complete copy of an ordinance
adopted by the City Commission of the City of Muskegon, at a regular meeting of the City
Commission on the 25th day of November, at which meeting a quorum was present and
remained throughout, and that the original of said ordinance is on file in the records of the City
of Muskegon. I further certify that the meeting was conducted and public notice was given
pursuant to and in full compliance with the Michigan Zoning Enabling Act, Public Acts of
Michigan No. 33 of 2006, and that minutes were kept and will be or have been made available as
required thereby.
DATED: ___________________, 2025. __________________________________________
Ann Meisch, MMC
Clerk, City of Muskegon
Publish: Notice of Adoption to be published once within ten (10) days of final adoption.
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CITY OF MUSKEGON
NOTICE OF ADOPTION
Please take notice that on November 25, 2025, the City Commission of the City of Muskegon
adopted an ordinance to amend Section 2319 of the zoning ordinance to amend the regulations on
residential design criteria.
Copies of the ordinance may be viewed and purchased at reasonable cost at the Office of the City
Clerk in the City Hall, 933 Terrace Street, Muskegon, Michigan, during regular business hours.
This ordinance amendment is effective ten days from the date of this publication.
Published ____________________, 2025. CITY OF MUSKEGON
By _________________________________
Ann Meisch, MMC
City Clerk
---------------------------------------------------------------------------------------------------------------------
PUBLISH ONCE WITHIN TEN (10) DAYS OF FINAL PASSAGE.
Account No. 101-80400-5354
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Contract Award - Building Inspection
Services
Submitted by: Timothy Kozal, Public Safety Department: Public Safety
Director
Brief Summary:
Staff recommends awarding the contract for Building Inspection Services to SAFEbuilt. SAFEbuilt is the
City’s current provider and has demonstrated strong performance, comprehensive service
capability, and reliable responsiveness. After reviewing the three proposals received, staff
determined that SAFEbuilt is the most qualified firm to continue providing these services.
Detailed Summary & Background:
SAFEbuilt has provided building inspection services for the City of Muskegon since 2012. Over the past
thirteen years, they have delivered professional, reliable, and timely inspection services for projects of
all sizes, handled dangerous buildings, and the City’s rental program. Their team has developed a
strong working relationship with City staff, local contractors, and developers, and has maintained a
clear understanding of the City’s permitting processes, service expectations, and community
development goals.
In 2024, the City extended SAFEbuilt’s contract for one year, with the current agreement set to expire
on December 31, 2025. As part of the City’s standard procurement process, staff solicited proposals
for continued building inspection services. Three proposals were received and evaluated based on
qualifications, experience, scope of services, and ability to meet the City’s inspection and customer
service needs.
After a thorough review, staff determined that SAFEbuilt remains the most qualified provider. Their
long-term performance, institutional knowledge, and demonstrated capacity to support Muskegon’s
continued growth make them the strongest choice for ongoing service delivery.
Goal/Action Item:
2027 Goal 1: Destination Community & Quality of Life
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes No N/A
Fund(s) or Account(s): Budget Amendment Needed:
Yes No N/A
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Recommended Motion:
I move to award SAFEbuilt the Building Inspections Services Contract.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
Page 91 of 295
Summarized SAFEBuilt McKenna Muskegon County
Weight Raw Weighted Raw Weighted Raw Weighted
Experience with muni inspections services 25 10 250 10 250 5 125
Approach to quality, responsiveness, performance metrics 20 8 160 8 160 6 120
Commitment to customer service and comm education 15 8 120 8 120 8 120
Depth of proposed services and resources 15 10 150 8 120 6 90
Past performance and references 15 8 120 6 90 5 75
Price competitiveness 10 9 90 9 90 5 50
Total Score 1000 890 830 580
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Amendment to Froebel Purchase
Agreement
Submitted by: Jake Eckholm, Development Department: Economic Development
Services Director
Brief Summary:
Samaritas is requesting an extension on closing on the former Froebel School building for the Froebel
Place Apartments project. They are also requesting to split the lot and have the city retain the large
vacant area on Jackson.
Detailed Summary & Background:
With the changes to the scoring system for LIHTC that has been codified this year by the Michigan
Statewide Housing Development Authority, there are 3-5 additional points available for a project in
the event the parcel has been subject to a Request for Proposals to seek redevelopment by the
community in the preceding 24 months. In the event that Samaritas closed on the whole property
now, that would not be the case and would make any future application for a new construction
phase at Froebel non-competitive. Therefore, staff and Samaritas have prepared the attached
addendum to the original purchase agreement which provides an updated legal description
reflecting the lot split, and also extends the closing deadline to better align with the State Land Bank
Blight Elimination Grant requirements.
Goal/Action Item:
2027 Goal 2: Economic Development Housing and Business
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
NA
Fund(s) or Account(s): Budget Amendment Needed:
NA Yes No N/A
Recommended Motion:
Motion to approve the addendum as presented, and to authorize the City Manager to sign.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
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Information
Technology
Other Division Heads
Communication
Legal Review
Page 152 of 295
ADDENDUM # _______
1
NAI Wisinski of West Michigan
Office of: _______________________________________________________________________________________________________,REALTOR®
Grand Rapids
_______________________________________________________Michigan, 616-250-8151
Phone: _________________________ 616-776-0101
FAX: _____________________
jackg@naiwwm.com
Email: _________________________________________________________Date: ________________________________, Time: _______________
8/14/2023
1. Addendum to Agreement dated _______________________ covering property commonly known as:
417 JACKSON AVE, MUSKEGON, MI 49442
61-24-205-024-0001-00
Permanent Parcel Number ________________________________________________________________________________________________
2. This Addendum to be an integral part of the Agreement, which is amended as follows:
THE "LAND" SHALL BE AMMENDED AND REDUCED TO THE FOLLOWING LEGAL DESCRIPTION:
All that part of Blocks 25, 26 and 27 of the CITY OF MUSKEGON REVISED PLAT OF 1903 described as: BEGINNING at the
Northwest corner of Block 26, said point being the intersection of the South right of way line of Jackson Avenue (66 feet wide) and
the East right of way line of Wood Street (66 feet wide); thence South 87°51'42" East 369.73 feet along the north line of said
Blocks 26 and 25 and South right of way line of Jackson Avenue; thence South 02°05'21" West 346.12 feet; thence North 87°
49'19" West 213.60 feet parallel with the northerly right of way of Sumner Avenue (66 feet wide); thence South 02°05'21" West
182.05 feet to a point on the North right of way line of said Sumner Avenue; thence North 87°49'19" West 156.13 feet along said
line to its intersection with the East right of way line of Wood Street; thence North 02°05'21" East 527.92 feet along said line and
the West line of Blocks 27 and 26 to the place of beginning.
Containing 156,347 Square feet (3.59 acres), more or less. Subject to any and all easements of record.
The Financing Contingency Period shall extend the buyer's obligation purchase contingent upon obtaining financing to "December
31, 2026" The Closing Date shall be extended to "December 31, 2026"
The Agreement, as amended by the above, constitutes the entire agreement between the parties relative to the subject matter of the Agreement. If there
is a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall control. Except as expressly amended by this
Addendum, all terms and conditions of the Agreement remain in full force and effect.
3. By signing below, Buyer/Tenant acknowledges having read and received a copy of this agreement.
Samaritas Affordable Living Froebel LDHA LP
Buyer/Tenant: __________________________________________ Buyer/Tenant: _________________________________________
(print name of individual or entity) (print name of individual or entity)
Signature: ______________________________________ Signature: ____________________________________________
Managing General Partner, Sole Member, CEO
Its: _____________________________________________ Its: __________________________________________________
(if Buyer is an entity) (if Buyer is an entity)
8131 East Jefferson Avenue
Buyer/Tenant Address: __________________________________ Bus. Phone: ____________________ Fax: _________________
Detroit, MI 48214
______________________________________________________ Email: _______________________________________________
4. By signing below, Seller/Landlord acknowledges having read and received a copy of this agreement.
CITY OF MUSKEGON
Seller/Landlord: ______________________________________ Seller/Landlord: ________________________________________
(print name of individual or entity) (print name of individual or entity)
Signature: ___________________________________________ Signature: ____________________________________________
CITY MANAGER
Its: _________________________________________________ Its: ________________________________________________
(if Seller is an entity) (if Seller is an entity)
933 TERRACE STREET
Seller/Landlord Address: __________________________________ Bus. Phone: ____________________ Fax: ________________
MUSKEGON, MI, 49440
______________________________________________________ Email: ______________________________________________
Copyright Commercial Alliance of REALTORS® 2025-2026
Revision Date 5/2025
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: OpenGov Asset Management (Cartegraph)
for the Highway Department
Submitted by: Joe Buthker, DPW Superintendent, Department: Public Works
Dan VanderHeide, Public Works Director
Brief Summary:
Staff requests approval to enter into a contract modification with OpenGov for Asset Management
and Work Order Software in the total amount of $173,477.74 over a three-year contract.
Detailed Summary & Background:
Cartegraph, a division of OpenGov (a government software services company), is an asset
management software designed for public works. It tracks asset condition and
maintenance practices and uses department priorities and AI to recommend new maintenance
tasks, replacement schedules and other valuable information. It also has the important benefit of
including a work order management system that will allow for electronic work order management,
improving efficiency at DPW, providing better tools for supervision of labor, equipment and materials,
and increasing the data available for reporting and decisions.
In November of 2023, the City's Water & Sewer Department began the transition to Catetgraph, and
as of about six months ago (after delays due to the BS&A cloud conversion), is fully utilizing the
software for their daily operations. During that time the Water Filtration Plant also implemented
Cartegraph, and the Equipment department is also working to prepare the system for their needs. As
the SeeClickFix citizen reporting tool came online, we integrated it with Cartegraph to allow citizen
requests to flow directly into work tasks in the Cartegraph system. These experiences have been
positive. The workflows, asset management capabilities, reporting and financial tracking are helping
DPW's operations move into the modern era. When fully realized and implemented, the software will
allow the department to do more with less, track material and equipment costs much more
accurately, and more clearly and easily report how dollars are being spent. To continue this
transition, staff looked at how various departments work together and determined that the Highway
Department (in charge of the City's streets and drainage as their main tasks) would be the best area
to next bring on to the software.
In order to have the tools needed for Highway to use the software, additional "modules" are needed.
This includes the Transportation, Stormwater and Walkability (sidewalks and forestry) domains. The
first year of this contract modification is higher than the annual costs to allow Cartegraph staff to help
DPW implement the software and develop customizations that will assist our operations. Attachments
include the fees by year and the scope of work document which defines the implementation
services. This will be a modification to our existing contract with OpenGov to provide Cartegraph to
our other departments. The Streets funds (202 and 203) will be paying these costs. While the
implementation schedule was not known at the time of budgeting, these costs are well within the
capability of the funds and a budget amendment will be prepared for an upcoming reforecast.
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Additional device costs are necessary to make the system function, including approximately $20,000
for in-vehicle computer systems in the highway department trucks. These additional costs will be
made following the purchasing policy and will be brought to the Commission, if applicable, in the
future.
Goal/Action Item:
2027 GOAL 4: FINANCIAL INFRASTRUCTURE - Maximized efficient use of existing infrastructure
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
FY25-26: $95,743.19 (includes implementation) Yes No X N/A
FY26-27: $37,919.29
FY27-28: $39,815.26
Fund(s) or Account(s): Budget Amendment Needed:
202 & 203 (Streets Funds) Yes X No N/A
Recommended Motion:
Move to approve staff to enter into a contract modification with OpenGov for Asset Management
and Work Order Software in the total amount of $173,477.74 over a three-year contract.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X
Head
Information X
Technology
Other Division Heads
Communication
Legal Review
Page 155 of 295
Statement of Work
City of Muskegon, MI
Creation Date: 11/17/2025
SoW Expiration Date: 12/31/2025
Document Number: PS-10483.1
Created by: Brittany Worthy
PS-10483.1
1
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Table of Contents
OpenGov Statement of Work 3
1. Project Scope and Understanding 3
2. Exhibits 3
3. OpenGov Responsibilities 3
4. Customer Responsibilities 3
5. Project Delivery 4
6. Estimated Schedule 4
7. Acceptance Procedure 4
8. Modifications 5
9. Communication and Escalation Procedure 5
Exhibit 1: Implementation Activities 6
OpenGov Implementation Methodology Overview 6
Enterprise Asset Management 6
Initiate 6
Validate 7
Configure 7
Train 9
Launch 13
PS-10483.1
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OpenGov Statement of Work
1. Project Scope and Understanding
This Statement of Work (“SOW”) outlines the Professional Services OpenGov will
provide to City of Muskegon, MI (“Customer”) under the applicable Order Form.
Professional Services or technical requirements not listed in this SOW are out of
scope.
2. Exhibits
The following exhibits are incorporated by reference and are part of this SOW:
2.1. Exhibit 1: Implementation Activities
2.1.1. Enterprise Asset Management (EAM)
3. OpenGov Responsibilities
OpenGov will provide a framework for planning, communication, progress tracking,
and coordination for activities in Exhibit 1. In collaboration with Customer, OpenGov
will develop and maintain the Project Plan. The “Project Plan” is a detailed, living
document that defines how the project will be executed, including tasks, timelines,
milestones, and team assignments. OpenGov will monitor progress against the
Project Plan, coordinate adjustments to tasks and schedules as needed, and
conduct status meetings as agreed to by the parties. OpenGov will provide weekly
status reports, a Project Charter, and a RAID register (Risks, Actions, Issues, and
Decisions). The “Project Charter” is a high-level document outlining the project’s
purpose, goals, key stakeholders, success criteria, and major milestones.
4. Customer Responsibilities
The Customer will appoint a primary point of contact with authority to make binding
decisions (“Customer’s Project Manager”). This person will coordinate internal
resources, assign subject matter experts (“SMEs”), and oversee implementation.
Responsibilities include attending status meetings, making timely decisions,
providing requested information, escalating issues internally, and collaborating on
the Project Plan and Change Order process, if applicable.
Customer acknowledges that the success of this project is contingent on its full
participation. Customer must provide data within ten (10) business days of a
request, maintain consistent data formats and access throughout the project, and
allocate the necessary Customer resources and time to support deliverables and
meet agreed-upon timelines.
Any failure by Customer to meet its responsibilities under this SOW (each, a
“Customer Delay”) will automatically suspend the affected obligations of OpenGov
for the duration of the Customer Delay and for a reasonable restart period
thereafter. All affected milestones, delivery dates, and service-level commitments
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will be extended on a day-for-day basis (or as otherwise reasonably necessary) to
account for the Customer Delay, and may result in an adjustment of the fees if
OpenGov incurs additional time, materials, or other costs as a result. Under no
circumstances will any consequence of a Customer Delay constitute a breach by
OpenGov of this SOW or of the Agreement, nor will OpenGov be liable for any failure
to meet a performance obligation that is caused, in whole or in part, by a Customer
Delay.
5. Project Delivery
OpenGov will perform services under this SOW remotely and provide up to two
onsite trips for project-related activities. Customer will provide a suitable
workspace, including a conference room with attendee capacity, non-public Wi-Fi,
and AV equipment. Travel expenses are estimated not to exceed $4800. OpenGov
may use a combination of OpenGov personnel and OpenGov-trained implementation
partners to deliver the services described in this SOW.
6. Estimated Schedule
The estimated duration of this work is [8] months. The specific timeline, including
order of delivery of the suite(s), will be determined during the project planning
activities in the Initiate Phase. Services are estimated to begin within two (2) weeks
and no later than four (4) weeks from contract signature. OpenGov reserves the
right to adjust the schedule based on the availability of Customer or OpenGov
resources, and the timeliness of deliverables provided by the Customer.
7. Acceptance Procedure
OpenGov will submit completed deliverables to the Customer’s Project Manager for
review. Within five (5) business days of receipt, the Customer’s Project Manager will
either provide written acceptance or a list of requested revisions. In the event there
are requested revisions, the subsequent review period for acceptance will follow
the same timeline until final acceptance. If Customer does not respond within this
period, the deliverable will be deemed accepted. Once a deliverable is accepted, any
requested changes will require a paid Change Order.
Acceptance milestones and review timelines will be tracked in the Project Plan.
Both parties acknowledge that delays in task completion or unresolved issues may
impact the project timeline. If OpenGov determines in good faith that Customer is
not fulfilling its responsibilities under this SOW, OpenGov may place services on
hold following a minimum of five (5) business days’ written notice. The notice will
specify the actions needed to progress the project. During the hold period, OpenGov
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may reallocate resources without penalty and will not be responsible for resulting
delays.
8. Modifications
The fees and estimated timeline are based on the scope and assumptions in this
SOW. If either party determines that a change to the scope is necessary, the parties
will collaborate to define the required modification, which may result in fee
adjustments based on OpenGov’s standard rates. All modifications must be
documented in a written Change Order and signed by both parties (“Change Order”) .
Examples of changes include revisions to the project timeline, deliverables, or
resource allocation.
9. Communication and Escalation Procedure
OpenGov and Customer agree to maintain regular communication in alignment with
the Project Plan to ensure progress, resolve questions promptly, and minimize risk.
Both parties will raise any issues or concerns in a timely manner. If challenges are
not resolved through standard project discussions, Customer and OpenGov Project
Managers will escalate to their respective executive leadership teams to jointly
determine a resolution and align on a path to successful implementation.
PS-10483.1
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Exhibit 1: Implementation Activities
OpenGov Implementation Methodology Overview
Every OpenGov implementation follows a five-phase hybrid methodology designed to ensure a
structured and collaborative deployment. The phases are:
1. Initiate – OpenGov provisions access and performs initial system setup.
2. Validate – OpenGov works with the Customer to confirm requirements and review initial
configurations.
3. Configure – OpenGov completes system configuration as outlined in this SOW.
4. Train – OpenGov provides training to system administrators and/or end users, as applicable.
5. Launch – OpenGov provides post-go-live support and transitions the Customer to
OpenGov’s Customer Success Team.
Each implementation is structured around these phases. Deliverables, sign-offs, and completion
criteria are aligned to the relevant phase.
Enterprise Asset Management
Use Cases Build for Enterprise Asset Management:
● Transportation
● Walkability
● Stormwater
Initiate
OpenGov will:
● Setup a hosted sandbox and a hosted production OpenGov Asset Management
environment, if one does not already exist
● Conduct one (1) remote session to review customer assets (see asset section
below), source data, GIS capabilities, Esri authentication, and single sign on identity
provider (if applicable).
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OpenGov Assumptions:
● OpenGov assumes that the customer is responsible for performing quality control measures
on its data in EAM.
Completion Criteria:
● The project kicked off with an initial project timeline delivered.
Validate
OpenGov will:
● Provide a remote, up to twelve (12) hours, validation workshop to increase our
understanding of Customer business and functional goals. Through workshops and
interviews, OpenGov will identify best fit scenarios for OpenGov Asset Management
and provide a brief including any challenges as well as recommendations for
OpenGov Asset Management best practices relevant to Customer implementation.
● Provide a template file to be utilized by Customer staff to populate resources,
libraries, and users/roles data that OpenGov will import into OpenGov Enterprise
Asset Management.
● Provide up to two (2) remote sessions for Customer technical GIS staff to configure
Esri Feature Services for the bidirectional GIS integration and authentication.
Completion Criteria:
● Completion of validation workshop.
Configure
Configurations
OpenGov will:
● Provide configuration services, including:
o Up to ten (10) custom fields and up to two (2) custom layouts per asset type
listed in the Assets section below
o Up to thirty (30) custom fields and up to ten (10) custom layouts to be utilized
in any of the shared areas of the system, such as Tasks
o Up to twenty (20) automations
o Up to twenty (20) preventative maintenance plans
OpenGov Assumptions:
● Implementation of any custom modification developed by OpenGov; your internal staff; or
any third-party is not included in the scope of this project unless specifically listed above.
Data Services
OpenGov will:
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● Provide one sandbox and one production data load service through standard
import/export functionality. OpenGov will provide template documents for data
population. Once populated by Customer staff, OpenGov will load the data into
Customer sandbox or production OpenGov Asset Management environment. Data
loads may include data such as:
o Parent level asset records
o Asset location (spatial x/y) attributes
o Parent level resource (Labor, Equipment Material, Vendor) records
o Resource Rate (Labor, Equipment, Material) records
o Standard system libraries
● Provide service for Customer historical data listed below:
o Roadsoft data related to: assets, work history, total cost history, up to 250k
records, up to 15 asset types.
o For the custom data conversion service(s) listed above, OpenGov will
provide:
▪ A review of the historical data along with recommendations for
OpenGov Asset Management best fit.
▪ A field map workshop, which will identify where and how historical
data will appear within OpenGov Asset Management
▪ A test conversion service to facilitate data conversion validation and
testing
▪ One revision of the field map used for the test conversion service
▪ A production conversion service utilizing the final, approved field
map
o All data must be accessible to OpenGov from a SQL DB, SQL View, Access DB
or Comma Delimited Files.
o Maximum historical record count:
▪ Requests : 150,000
▪ Tasks: 1,000,000
▪ Overall Asset count: 2,000,000
o Exclusions:
▪ Child records and associated child-level attributes, condition
inspection history, request history, attachments, and resources.
● Provide service for Customer historical data listed below:
o TreeKeeper data related to: assets, work history, total cost history, up to
250k records, up to 15 asset types.
o For the custom data conversion service(s) listed above, OpenGov will
provide:
▪ A review of the historical data along with recommendations for
OpenGov Asset Management best fit.
▪ A field map workshop, which will identify where and how historical
data will appear within OpenGov Asset Management
▪ A test conversion service to facilitate data conversion validation and
testing
▪ One revision of the field map used for the test conversion service
▪ A production conversion service utilizing the final, approved field
map
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o All data must be accessible to OpenGov from a SQL DB, SQL View, Access DB
or Comma Delimited Files.
o Maximum historical record count:
▪ Requests : 150,000
▪ Tasks: 1,000,000
▪ Overall Asset count: 2,000,000
o Exclusions:
▪ Child records and associated child-level attributes, condition
inspection history, request history, attachments, and resources.
OpenGov Assumptions:
● OpenGov assumes that the customer is responsible for performing quality control measures
on its data in EAM.
● Data conversion services from other software system(s) or sources (including Navigator
databases) are not included in the scope of this project unless specifically listed above.
Assets
OpenGov will:
● Provide installation and training on the following asset types:
o Transportation (8)
▪ Bridge; Light Fixture; Pavement; Sign; Guardrail; Marking; Pavement
Area; Support
o Walkability (7)
▪ ADA Ramp; Pavement Area: Sign; Tree; Light Fixture; Sidewalk;
Support
o Stormwater (9)
▪ Storm Basin; Storm Channel; Storm Culvert; Storm Facility; Storm
Inlet; Storm Manhole; Storm Outlet; Storm Pipe; Storm Pump
Completion Criteria:
● Customer sign-off on ability to login and access to the sandbox.
Train
Foundational Training
● Provide remote train-the-trainer training, up to two (2) hours, on overall system
navigation and functionality to help familiarize Customer staff with the software
environment and its common functions. Training topics include:
o Dashboards
o Standard KPI/ROI Gadgets
o Logins/Permission
o Layers
o Filters
o Maps
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o Grids
o System Navigation
o Views (List & Detail)
o Standard Reports
o Attachments
o Requests, Work, Assets, Resources, Reports, and Administrator Tabs
OpenGov assumptions:
● OpenGov assumes that the customer is responsible for testing its workflows, automations,
integrations, and configurations within the EAM and will update the configurations as part
of its testing and training activities.
Train the Trainer Training Event
● Provide a two-day (2-day) onsite "train-the-trainer" training event. The training
agenda will be defined and agreed upon by both OpenGov and Customer project
manager. To avoid redundancy, and to utilize service time efficiently, training may
cover a subset of the assets listed in the Asset section of the scope. Topics may
include any of the following:
o Request Management:
▪ Requests
▪ Requesters
▪ Task Creation from Requests
▪ Issue library (including settings such as Applies to Asset and
Non-Location)
▪ OpenGov recommended best practices for Request and Requester
Management
o Work Management:
▪ Create Task(s) (Asset/Non-Asset)
▪ Assignments (Add, Edit, Remove)
▪ Task Menu Actions
▪ Related Work Items
▪ Create Work Order
▪ Associate Task to Work Order
▪ Repeat Work Orders
▪ Work Order Menu Actions
▪ Enter Resources
▪ Timesheets
▪ Activity library (including settings such as Applies to Asset,
Inspection, Key Dates, Cost, and Productivity)
▪ OpenGov recommended best practices for Work Management
o Asset Management:
▪ Asset Details
▪ Preventative Maintenance Plans
▪ Inspections
▪ Linked assets (if applicable)
▪ Container/Component Relationships (if applicable)
▪ OpenGov recommended best practices for Asset Management
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o Resource Management:
▪ Resource Details
▪ Labor/Equipment Rates
▪ Material Management (Stock, Usage, Adjustments)
▪ Vendor Price Quotes
▪ OpenGov recommended best practices for Resource Management
o OpenGov Mobile:
▪ Overall system functionality (Navigation, Interface, Maps,
Attachments, Sorting)
▪ Work Management
● Create and Update Tasks (Asset/Non-Asset)
● Assign Tasks
● Enter Resources
● Inspections
▪ Asset Management
● Create and Update Assets
▪ Request Management
● View and Update Requests
● View Requester information
● Create Task from Request
▪ OpenGov recommended best practices for mobile device use
o Administrator:
▪ Administrator:
● User Administration, Role Administration, Asset Administration,
Record Filter Administration, Import/Export, Scheduled Process
Log, Error Log
▪ Settings:
● System Settings, Map Administration, Geocode Settings, GIS
Integration settings, Asset Color Manager
▪ Manager:
● Layout Manager, Library Manager, Preventative Maintenance, Asset
Condition Manager, Notification Manager, Structure Manager,
Automation Manager
Core Training:
● Provide remote train-the-trainer training, up to two (2) sessions on OpenGov Asset
Builder. Training topics include:
o OpenGov Asset Management Administrator
▪ Structure Manager
▪ Library Manager
▪ Layout Manager
▪ User/Role Configurations
o OpenGov recommended best practices for expanding the system’s use
and/or building assets
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● Provide Preventative Maintenance Plans remote train-the-trainer training, up to two
(2) sessions. Training topics include:
o Preventative Maintenance
o OpenGov recommended best practices for proactive asset management
● Provide Advanced Inspections, Asset Condition Manager, and Asset Risk remote
train-the-trainer training, up to three (3) sessions. Training topics include:
o Performance Management
▪ Prediction Groups
▪ Minimum Condition Groups
▪ Activities and Impacts
▪ Criticality Factor
▪ Install/Replaced Dates
o Business Risk Exposure
▪ Risk
▪ Consequence of Failure
▪ Probability of Failure
o OpenGov recommended best practices for Asset Risk Functionality ,
advanced inspections and condition management
● Provide Advanced Material Management and Material Planning remote
train-the-trainer training, up to four (4) sessions. Training topics include:
● Material Locations
● Material Transfers
● Material Orders
● Settings:
o Vendor Price Quotes
o Re-order points
● Material Planning
o Status Default
o Workflow Setup
o Notifications
● OpenGov recommended best practices for advanced material management
and Material Planning.
● Provide SeeClickFix Request remote train-the-trainer training, up to three (3)
sessions. Training topics include:
● Integrated Request workflow
● Configuring or enabling of OpenGov Request Issues
● Provide Integration Toolkit remote train-the-trainer, up to two (2) sessions. Training
topics include:
o API
o Webhooks
o Scheduled Import/Export
o OpenGov recommended best practices for utilizing the Integration Toolkit
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Completion Criteria
● Core Training and train-the-trainer has been conducted.
Launch
OpenGov will:
● Provide a two-day (2-day) onsite, The agenda will be defined, and agreed upon, by both
Customer and OpenGov’s project managers. Topics may include any of the following:
o Refresher training for items listed in the scope of work
o Software and process support for staff during production roll out
o Field, Layout, and Report configuration guidance, if applicable
Completion Criteria:
● Go Live Support has been conducted.
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OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-12546 Prepared By: Samantha Grabovac
Created On: 11/18/2025 Email: sgrabovac@opengov.com
Order Form Expiration: 11/28/2025 Contract Term: 34 Months
Subscription Start Date: 01/27/2026
Subscription End Date: 11/26/2028
Customer Information:
Customer: City of Muskegon, MI Contact Name: Dan VanderHeide
Bill To/Ship To: PO Box 536 207 Email: dan.vanderheide@shorelinecity.com
Muskegon, Michigan Phone: 231-724-6705
49440
United States
Order Details:
Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:
Product Name Start Date End Date Annual Fee
Stormwater Domain 01/27/2026 11/26/2026 $9,937.20
Transportation Domain 01/27/2026 11/26/2026 $10,645.59
Walkability Domain 01/27/2026 11/26/2026 $9,511.88
Stormwater Domain 11/27/2026 11/26/2027 $12,520.87
Transportation Domain 11/27/2026 11/26/2027 $13,413.45
Walkability Domain 11/27/2026 11/26/2027 $11,984.97
Stormwater Domain 11/27/2027 11/26/2028 $13,146.92
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Transportation Domain 11/27/2027 11/26/2028 $14,084.12
Walkability Domain 11/27/2027 11/26/2028 $12,584.22
PROFESSIONAL SERVICES:
Product Name Start Date Description Fee
Professional Services Custom Deployment from OpenGov Professional Services team.
01/27/2026 $65,648.52
Deployment - Prepaid Scope-dependent.
Professional Services Total: $65,648.52
Travel and Expense (Billed as incurred and not to exceed): $4,800.00
Customer Billing/Service Periods:
Period: Total:
01/27/2026 $95,743.19
11/27/2026 $37,919.29
11/27/2027 $39,815.26
Order Form Legal Terms:
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at
https://opengov.com/terms-of-service/master-services-agreement/.
The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and,
if Professional Services are purchased, the Statement of Work.
Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in
advance, 30 days from receipt of the invoice.
By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the
Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the
exclusion of all other terms
City of Muskegon, MI: OpenGov, Inc.
Signature: Signature:
____________________________ ____________________________
Name: Name:
____________________________ ____________________________
Title: Title:
____________________________ ____________________________
Date: Date:
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____________________________ ____________________________
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: School Resource Officer Contract
Submitted by: Timothy Kozal, Public Safety Department: Public Safety
Director
Brief Summary:
Approve annual School Resource Officer (SRO) contract with Muskegon High and Muskegon Middle
School
Detailed Summary & Background:
Muskegon Middle School is to pay the City of Muskegon $60,437.00 per year for one officer.
Muskegon High School is to pay the City of Muskegon $32,049.55 per year for one officer.
Goal/Action Item:
2027 Goal 1: Destination Community & Quality of Life
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
n/a Yes No N/A
Fund(s) or Account(s): Budget Amendment Needed:
n/a Yes No N/A
Recommended Motion:
Please approve both contracts
Approvals: Name the Policy/Ordinance Followed:
Immediate Division
Head
Information
Technology
Other Division Heads
Communication
Legal Review
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November 25, 2025 Title: Concurrence with the Housing Board of
Appeals Notice and Order to Demolish 1763
McIlwraith St, 1853 Sanford St, 275 Dratz St.
Submitted by: Timothy Kozal, Public Safety Department: Public Safety
Director
Brief Summary:
The Housing Board of Appeals is requesting that the City Commission concur with their findings that
the three properties 1763 McIlwraith St, 1853 Sanford St, and 275 Dratz St are unsafe, substandard, a
public nuisance and that these properties be demolished.
Detailed Summary & Background:
See attached document for details.
Goal/Action Item:
2027 Goal 1: Destination Community & Quality of Life
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
$50,000 Yes No N/A
Fund(s) or Account(s): Budget Amendment Needed:
Yes No N/A
Recommended Motion:
I move to concur with the Housing Board of Appeals decision to demolish properties 1763 McIlwraith
St, 1853 Sanford St, and 275 Dratz St.
Approvals: Name the Policy/Ordinance Followed:
Immediate Division City Ordinance Chapter 010 - Building and
Head Regulations
Information
Technology
Other Division Heads
Communication
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Legal Review
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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: November Title: Fisherman's Landing/Third Street Wharf Lake Front
25, 2025 Development
Submitted by: Jonathan Seyferth, City Department: Manager's Office
Manager
Brief Summary:
For nearly a year, and at the direction of the City Commission, the City Manager and legal counsel
have been working with Mart Dock on the potential transition of Fisherman’s Landing Campground
into a commercial port. Enclosed is the final development agreement.
Detailed Summary & Background:
In September, staff presented a draft of the development agreement. At that time, several exhibits
were still incomplete. Following feedback from the commission and the public, the development
agreement, including exhibits, has been finalized.
Key points include:
• The City would lease Fisherman’s Landing to Mart Dock for 50 years, with an optional 40-year
renewal. Mart Dock would also have the option to purchase the site after 2028. The lease
would begin March 15, 2026.
• The campground will remain in operation until the City closes on/acquires the conversion
property (Verplank acreage).
• The City would purchase 2.5 acres of the Third Street Wharf property, using a portion of the $2.8
million state appropriation to cover costs.
• The City would agree to riparian restrictions at Third Street Wharf to safeguard docking (cruise
ships) and launching activities.
• The Mart Dock has agreed to keep the shoreline on the north side of the campground "soft" up
to 25 feet beyond the ordinary highwater mark. There will not be public access in this area.
• The development agreement notes that Mart Dock would be responsible for the cost of
moving the picnic pavilion at Fisherman's Landing.
• Revenue sharing is outlined in the agreement.
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Funding:
• The City will sponsor or co-sponsor with Mart Dock grants for port infrastructure at Fisherman’s
Landing (most likely Port Infrastructure Development grants).
• The City would be compensated for the Fisherman’s Landing property in a pre-paid lease
(same value as a property sale) and use those funds to acquire the Verplank property (with
additional funding required to complete the purchase, the funding gap will be in the six-figure
range).
• The cost to rehab Verplank is still unknown. Staff is working with the Great Lakes and St.
Lawrence Seaway Cities Initiative to develop plans for the next steps in the redevelopment of
the Verplank properties into a park. (Including a list of unknowns, possible avenues forward for
grants, and planning options.) We anticipate securing grants for the river estuary restoration.
• The $2.8 million state enhancement grant (of which the City already holds one-quarter) would
support:
o Acquisition and improvements to the City-acquired Third Street property
o A minimum of 50%—or $1 million, whichever is greater—for sewer relocation and
preservation of the LST and Silversides.
• If Mart Dock/the City secures a Port Infrastructure Development Grant and operations begin at
Fisherman’s Landing, Mart Dock must cease operations at Mart Dock Proper within five years
(extendable one year at a time at the City Manager’s discretion).
• A deed restriction would be placed on the Mart Dock Parcel, requiring commission approval
to amend or remove. This restriction runs with the land and applies to current and future
owners.
o Prohibited uses: All port operations, including cargo handling, container storage, freight
loading/unloading, and related logistics
o Permitted uses:
▪ Cruise ship operations and related activities
▪ Boat storage, service, and repair (current allowable use under zoning via Special
Land Use)
▪ Marinas (by-right use under current zoning)
• Mart Dock Proper would be rezoned to Waterfront Industrial PUD (zoning ordinance attached),
with final approval to occur alongside the agreement. (2 (e))
• Fisherman’s Landing would also be rezoned to Waterfront Industrial PUD at the same time. This
is not explicitly stated in the agreement because, as property owner, the City has sole authority
to initiate the rezoning.
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This summary highlights the main elements of the agreement. Staff will present additional details at
Tuesday night’s Commission Meeting focusing on what's changed since the last presentation,
providing context and connecting this draft to the earlier public engagement presentations.
Public Engagement:
In Person:
• Muskegon Lake Watershed Partnership, January 7, 2025
• Muskegon Rotary, West Michigan Port Operators, January 9, 2025 (available on YouTube for
viewing)
• Parks & Recreation Advisory Committee, February 15, 2025
• Public Information Session #1 - Sim Ray Community Building at Smith Ryerson, January 27, 2025
• Public Information Session #2 - Public Works Building, February 4, 2025
• Neighborhood Associations of Muskegon, February 5, 2025
• Public Information Session #3 - The HUB, February 17, 2025
• Muskegon Chamber Governmental Affairs Meeting, March 4, 2025
• Commission Worksession, September 8, 2025
• Public Q&A Session at Muskegon High School, October 21, 2025 (available online for viewing)
• Muskegon Rotary Presentation, November 6, 2026 (available on YouTube for viewing)
(more than 18 hours of large-scale public engagement. This does not include Neighborhood
Association Meetings attended where Ports & Parks have been a topic of discussion.)
Digital:
• Social media Q&A (taken from engagement questions/online/written feedback)
• Connect Muskegon Page
o All documents available on Connect Muskegon
o The public can provide feedback
o The public can sign up for updates when documents change/information changes on
the page (641 subscribers to Ports & Parks (86 only for Ports & Parks, 555 for all city
projects on Connect Muskegon))
o Summaries of public meetings can be viewed
o Copies of feedback received can be viewed
o Digital presentations (same presentations as given in the public information sessions)
Print:
• Covered in our Fall/Winter 2025 newsletter
Goal/Action Item:
2027 Goal 1: Destination Community & Quality of Life
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Staff presented a draft development agreement in September. This is an updated development
agreement that has been reworked in light of Commission feedback following the September
discussion.
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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:
none - discussion only
Approvals: Name the Policy/Ordinance Followed:
Immediate Division X
Head
Information
Technology
Other Division Heads X
Communication X
Legal Review X
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DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("Agreement") is made effective as of
, 2025, between the City of Muskegon, a Michigan municipal corporation ("City"),
and West Michigan Dock & Market Corporation, a Michigan corporation ("WMD"). City and
WMD are sometimes individually referenced as a "Party" and collectively referenced as "Parties"
in this Agreement.
RECITALS
A. City owns certain real property located in the City of Muskegon, commonly known
as 501 E. Western Ave., Muskegon, MI 49442 (Parcel No. ), more particularly described on
Exhibit A attached to this Agreement, together with all the improvements, fixtures, easements,
division rights, bonus division rights, re-division rights, hereditaments, and appurtenances
associated with that real estate ("Fisherman's Landing Property").
B. WMD owns certain real property located in the City of Muskegon more particularly
described in Exhibit B (Parcel No. 24-205-567-0002-00) ("WMD Property"). WMD engages in
commercial port activities on the portion of the WMD Property commonly known as the Mart
Dock, depicted on Exhibit C ("Mart Dock Parcel").
C. The Parties seek to collaborate on a redevelopment project to enhance public access
and use of the Muskegon Lake waterfront, historical preservation, and economic development of
the Fisherman's Landing Property and WMD Property.
D. WMD desires to lease, with an option to purchase, the portion of the Fisherman's
Landing Property set forth on Exhibit D ("FL Campground Property") and the City desires to
purchase the portion of the WMD Property depicted on Exhibit E ("City Acquired Property").
NOW, THEREFORE, for good and valuable consideration, the Parties agree as follows:
AGREEMENT
1. Background. The Parties agree that the Recitals set forth above are true and correct
and are incorporated into the body of this Agreement. This Agreement serves as a global agreement
with regards to the Parties' collaboration to enhance public access and use of the Muskegon Lake
waterfront, historical preservation, and economic development of the Fisherman’s Landing
Property and WMD Property, including the City Acquired Property. The Parties acknowledge and
agree that the agreements, obligations, and responsibilities described in paragraphs two through
seven are legally independent of one another, unless otherwise specified.
2. FL Campground Lease Agreement. Following the conclusion of the 2025
camping season or at a date as mutually agreed, but no later than January 1, 2026, the City shall
lease to WMD the FL Campground Property ("Campground Lease") (attached as Exhibit F).
The City shall deliver the FL Campground Property to WMD in a substantially similar condition
as it existed on the date of this Agreement, reasonable wear and tear excepted.
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(a) The Campground Lease shall be for a term of fifty (50) years, with one option to
extend for an additional period of forty (40) years (the “Campground Lease
Term").
(b) The Campground Lease shall require WMD to operate the FL Campground
Property as a campground until the closing of the Conversion Property Purchase
defined below in Section 5. WMD may terminate its obligation to operate the FL
Campground Property as a campground upon thirty (30) days’ written notice to the
City after the Conversion Property Purchase is completed, provided that such
termination shall not take effect during the camping season, defined as April 15 to
October 15, in which case WMD shall continue to operate the campground through
the end of the camping season before terminating its obligations. If the Conversion
Property Purchase does not close, WMD shall operate the FL Campground Property
as a campground for the Campground Lease Term per the conditions of the
Campground Lease.
(c) The Parties agree that the value of the FL Campground Property shall be determined
by an independent, licensed appraiser mutually selected by the Parties, whose
appraisal ("FL Campground Appraisal") shall be conducted at the Parties' joint
expense, with the cost allocated equally between the Parties. The appraiser selected
shall be the same appraiser used to determine the value of the City Acquired
Property. The Appraiser shall consider the restrictions in Section 2(g) when
determining the value of the FL Campground Property. The Parties' obligations
under this Agreement and the Campground Lease will be contingent on the receipt
of the FL Campground Appraisal that is satisfactory to each Party, in its sole
discretion. If either Party deems the initial FL Campground Appraisal
unsatisfactory, such Party shall notify the other in writing within thirty (30) days of
receipt of such initial FL Campground Appraisal. Upon such notice, the Parties
shall each select an additional independent, licensed appraiser. Both of the
additionally selected appraisers shall independently appraise the FL Campground
Property. The final appraised value shall be the average of the two appraisals
provided by the two additionally selected independent appraisers. The costs of the
additional independent appraisals shall be shared equally by the Parties. The final
appraised value, as determined pursuant to this subsection (c), shall be final,
binding, and conclusive on the Parties.
(d) The Parties agree that the total rent for the entire Campground Lease Term
("Campground Lease Payments") shall be paid in two installments. The first rent
payment shall be equal to the value of the City Acquired Property and is due upon
closing of the City Acquired Property. The second rent payment shall be equal to
the amount by which the value of the FL Campground Property exceeds the value
of the City Acquired Property (the “Second Rent Payment”), as determined
pursuant to Section 4(c) of this Agreement. The amount of the Campground Lease
Payments shall be equal to the appraised value of the FL Campground Property set
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forth in the FL Campground Appraisal, as determined pursuant to Section 2(c) of
this Agreement.
(e) The Parties agree to act diligently and in good faith with each other in connection
with WMD’s simultaneous application for rezoning of the Mart Dock Parcel to
allow waterfront industrial port terminal uses on no more than 65% of the Mart
Dock Parcel.
(f) Beginning on January 1, 2028, and continuing until the expiration of the
Campground Lease Term, WMD may exercise an option to purchase, and acquire
fee simple title through a quitclaim deed to the FL Campground Property from the
City ("WMD Option"); provided, however, that the WMD Option shall not be
exercisable unless and until both rent payments have been completed by WMD
under the Campground Lease, WMD is not in default of the Campground Lease,
and provided further that WMD may only exercise such WMD Option upon or after
the City’s closing on the purchase of the Conversion Property (as defined below),
Neighboring Property (as defined below) or Alternative Property as the case may
be. The Parties expressly intend that, upon WMD's exercise of the WMD Option
pursuant to the terms set forth in the Campground Lease, the Campground Lease
Payments shall constitute the economic consideration (i.e., the purchase price) for
the WMD Option.
(g) Language shall be included in the Campground Lease and in a quitclaim deed to
the FL Campground Property, upon WMD’s exercise of the WMD Option, to the
following effect: WMD shall be prohibited from developing the northwesterly
shoreline parallel to Muskegon Lake, (the “Muskegon Lake Shoreline”), for port
operations on the surface or against any dock face parallel to Muskegon Lake and
that any development on the FL Campground Property be set back at least 25 feet
from the ordinary high water line of the Muskegon Lake Shoreline.
Further, WMD may utilize the minimal portion of the Muskegon Lake Shoreline,
located closest to and perpendicular to the port slip, for the purpose of fortifying
and tying back the slip wall infrastructure and/or enhancing the port's surface load
capacity. Any portion of the Muskegon Lake Shoreline not required for these
purposes may be designed and improved for the purpose of erosion control and
surface drainage, provided that such improvements promote biotic connectivity
and, to the extent feasible, maintain the natural characteristics of the shoreline
consistent with the design of adjacent shores to the north of the FL Campground
Property.
(h) The Parties recognize that the port capacity at the terminal to be located on the FL
Campground Property (“FL Terminal”) will be developed over a period of years,
requiring substantial capital investment. Upon Commencement of Port Operations
at FL Terminal, WMD will have five (5) years to vacate port operations at the Mart
Dock Parcel, except that the City Manager may, at their sole and absolute
discretion, annually grant additional one-year extensions to WMD (together the
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“Mart Dock Vacation”). For the purposes of this Agreement, “Commencement of
Port Operations” shall mean the earliest of the following events: (i) the first loading
or unloading of cargo (whether containerized, bulk, or otherwise) onto or from a
vessel that isn’t solely for the purpose of constructing improvements at FL
Terminal; or (ii) the use of any FL Terminal infrastructure or equipment (including
berths, storage areas, or handling equipment) for the purpose of supporting port
operations that are not the result of constructing improvements at the FL Terminal.
(i) Upon Mart Dock Vacation, WMD agrees to contemporaneously create a deed
restriction on the property title of the Mart Dock Parcel, recorded in the public
records (the “Restriction”) (attached hereto as Exhibit G). WMD will require the
consent of the City to remove or modify the Restriction. The Restriction shall run
with the land, binding all current and future owners, tenants, lessees, licensees, and
occupiers of the property, and may be enforced by the City through legal means,
including injunctive relief and monetary penalties. The Restriction shall prohibit
any use of the Mart Dock Parcel for port operations of any kind, including but not
limited to cargo handling, container storage, loading or unloading of freight, and
related logistical support, except that the Mart Dock Parcel may be used as a port
solely for the embarking and disembarking of cruise ship and other commercial
excursion vessel passengers and associated cruise and excursion-related activities,
and recreational boat storage, service, and repair. No other port-related uses shall
be permitted under this exception. This exception shall in no way prohibit the
development and operation of private or public marina services at the Mart Dock
Parcel. If WMD fails to record the Restriction within sixty (60) days of Mart Dock
Vacation, the City is hereby authorized to file the Restriction on behalf of WMD.
(j) The Campground Lease shall be executed by the Parties simultaneously with the
execution City Acquired Property Purchase Agreement.
3. Profit Sharing Agreement. The Parties agree to enter into a Profit Sharing Agreement
(attached hereto as Exhibit H) in which WMD agrees to pay 0.3% of its operating
margins for each $1,000,000 of grant funds received to [ ]. For the
purposes of this Section, “WMD’s operating margins” shall mean [ ].
Certain items shall be excluded from operating expenses for this calculation and will
be further detailed in the Profit Sharing Agreement. WMD shall provide to the City, on
an annual basis, an accounting statement detailing WMD’s operating margins. City
shall have the right to conduct an independent audit of WMD’s financial records at the
City’s sole cost, but not more than once every 12 months, to verify the accuracy of the
WMD’s operating margins calculations.
In the event of a sale, transfer, or merger of WMD, or a significant change in the
operations of the FL Campground Property, WMD shall notify the City in writing
within 30 days. The obligations under this Profit-Sharing Agreement shall survive any
such change, and the successor entity shall assume all of WMD’s responsibilities under
this Agreement, including but not limited to the payment of operating margin
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percentages to the Fund. Failure to notify the City of such changes shall be considered
a material breach of this Agreement.
4. City Acquired Property Purchase Agreement. The Parties agree to enter into a
purchase agreement, in the form attached hereto as Exhibit I, whereby the City
acquires fee simple ownership in the City Acquired Property from WMD ("City
Acquired Property Purchase Agreement").
(a) The Parties agree that the warranty deed from WMD to the City for the City
Acquired Property will include a restriction that prohibits the City from using the
area along the perimeter of the City Acquired Property bordering the Third Street
Wharf and extending into the Third Street Wharf as depicted on Exhibit J
("Restricted Riparian Area"), in a manner that would unreasonably impede or
otherwise prohibit vessel docking and launching.
(b) The City acknowledges that the WMD Property is subject to a certain Declaration
of Restrictive Covenant for a Restricted Nonresidential (MDEQ Reference No.:
RC-RRD-201-18-041), which is recorded at Liber 4184, Page 454 of the Muskegon
County Register of Deeds ("Restrictive Covenant"), attached for reference as
Exhibit K. City understands that the Restrictive Covenant places restrictions and
limitations on development of the WMD Property. The City has reviewed the
Restrictive Covenant and is entering into this Agreement and the City Acquired
Property Purchase Agreement with full knowledge of the restrictions and
limitations imposed on development of the WMD Property.
(c) The Parties agree that the value of the City Acquired Property shall be determined
by an independent, licensed appraiser mutually selected by the Parties, whose
appraisal ("City Acquired Property Appraisal") shall be conducted at the Parties'
joint expense, with the cost allocated equally between the Parties. The appraiser
selected shall be the same appraiser used to determine the value of the FL
Campground Property, as described in Section 2(c), above. The Appraiser shall
consider the restrictions in Section 4(a) and 4(b) when determining the value of the
City Acquired Property. The Parties' obligations under this Agreement will be
contingent on the receipt of the City Acquired Property Appraisal that is
satisfactory to each Party, in its sole discretion. If either Party deems the initial City
Acquired Property Appraisal unsatisfactory, such Party shall notify the other in
writing within thirty (30) days of receipt of the initial City Acquired Property
Appraisal. Upon such notice, the Parties shall each select an additional independent,
licensed appraiser. Both of the additionally selected appraisers shall independently
appraise the City Acquired Property. The final appraised value shall be the average
of the two appraisals provided by the two additionally selected independent
appraisers. The costs of the additional independent appraisals shall be shared
equally by the Parties. The final appraised value, as determined pursuant to this
subsection (c), shall be final, binding, and conclusive on the Parties.
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(d) The City Acquired Property Purchase Agreement shall be executed by the Parties
simultaneously with the execution of the Campground Lease.
5. Conversion Property Purchase. In connection with the Campground Lease and
City Acquired Property Purchase Agreement, the City desires to enter into a real estate purchase
agreement with the then owner of the Conversion Property ("Conversion Property Owner") to
purchase an estimated 25-acre portion of the Neighboring Property (as defined below) located at
205 E. Western Avenue, Muskegon, MI 49442 (Parcel No. 61-24-117-300-0004-00) (the
“Conversion Property”). The City may, in its sole discretion select an alternate property to satisfy
this condition, but there shall be no obligation to do so (the “Alternate Property"). City intends
to use the proceeds from the Campground Lease to purchase the Conversion Property or Alternate
Property. The Conversion Property or Alternate Property must be similar in kind, nature, and value
to the FL Campground Property. It is the City's intent to acquire the Conversion Property to
develop the parcel into a City of Muskegon park for the public's use and benefit.
WMD has entered into a purchase agreement to purchase in fee simple (the "Option," attached as
Exhibit L) approximately 57 acres of the neighboring real estate on the terms identified in Exhibit
M from the current owner ("Neighboring Property"). The Parties shall enter into an Assignment
Agreement (the “Assignment,” attached as Exhibit M) to assign the Option from WMD to the
City.
The Assignment shall provide the Parties may mutually exercise the Option any time until
December 31, 2027, however, that at any time prior to July 1, 2027, the City may only exercise
the Option with the written consent of WMD. On or after July 1, 2027, the City may exercise the
Option unilaterally, in its sole discretion, upon written notice to WMD. If the City exercises the
Option unilaterally, WMD shall not be required to (i) pay the Additional Funds (as defined below)
or (ii) make the Second Rent Payment until WMD elects to add the Additional Leased Parcel (as
defined below) to the Campground Lease (the “Election”). WMD shall provide written notice of
the Election to the City. The Election shall be effective only upon WMD’s simultaneous payment
of the Additional Funds and the Second Rent Payment to the City.
At any time after October 1, 2027, if the City has not exercised the Option and the Parties have not
mutually agreed to exercise the Option, upon written notice to the City, WMD shall have the right,
at WMD’s discretion, to reclaim the Option and close on the Neighboring Property. If WMD closes
on the Neighboring Property in this way, WMD shall convey the Neighboring Property shall be
conveyed to the City for One Dollar ($1.00), and the Parties shall add the Neighboring Property to
the Campground Lease. If the Neighboring Property is conveyed in this way, the City shall have
an option to remove the Conversion Property from the Lease upon written notice to WMD and a
simultaneous payment of a termination fee (the “Termination Fee”). The Termination Fee shall
be equal to the purchase price allocable to the Conversion Property, calculated on a pro rata per-
acre basis, less the value of the Second Rent Payment, to be exercised within five years from the
date of the date of WMD’s closing on the Neighboring Property (the “City Option”). If WMD
reclaims the Option and closes on the Neighboring Property unilaterally, the Additional Funds (as
defined below) and the Second Rent Payment shall be considered paid in full. The Conversion
Property is excluded from the WMD Option.
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If the Parties mutually exercise the Option, at the closing of the Neighboring Property, WMD shall
provide the funds to the City for that portion of the purchase price allocable to the 32 acres of the
Neighboring Property that will be utilized by WMD (the “Additional Funds”), as further
described in the Campground Lease (the "Additional Leased Parcel"), with such allocation to be
calculated on a pro rata per-acre basis. Further, WMD shall have the right, exercisable in its sole
discretion, to elect to have the Additional Leased Parcel added to the Campground Lease, pursuant
to the terms set forth in the Campground Lease. If any or all of the Additional Leased Property is
conveyed to the City in a manner other than the Assignment described above, upon payment to the
City, WMD may elect to incorporate the Additional Lease Parcel into the Campground Lease, with
such payment allocation to be calculated based on the City’s purchase price on a pro rata per-acre
basis.
6. Utilization of Grant Funds for City Acquired Property Improvements. The
City commits to utilizing its $2,800,000 Michigan Enhancement Grant from the State of Michigan
(the "Grant Funds") in or around the City Acquired Property with use of such Grant Funds for
activities including, but are not limited to rerouting applicable sewer lines, the acquisition and
improvement of the City Acquired Property, and for the relocation and display of the USS LST
393 ("LST Vessel"). Notwithstanding the following, any Grant Funds expended by the City in
connection with the acquisition of the City Acquired Property shall be excluded from the
calculation of the Priority Allocation (defined below) threshold, such that the Priority Allocation
amount shall begin to be counted only after the City has finalized the acquisition cost following
the completion of the City Acquired Property purchase. City agrees that fifty percent (50%) of any
Grant Funds actually received shall be utilized for the rerouting applicable sewer lines and for the
relocation and display of USS LST 393 (the “LST Allocation”), provided that the first One Million
Dollars ($1,000,000) of any Grant Funds actually received be used for the LST Allocation (the
“Priority Allocation”). The LST Allocation may be used for relocation and display of any other
vessel which might relocate in or around the City Acquired Property, subject to the Parties’ mutual
agreement.
7. Financial Incentives & Grants. The City shall sponsor, co-sponsor, or, upon
mutual agreement allow an alternative sponsor for, WMD's application for grants to assist with
port infrastructure development at the FL Campground Property. The Parties shall also cooperate
in applying for any grant programs, as mutually agreed upon by the Parties. The cost of the
relocation or replacement of the pavilion located on the Fisherman’s Landing Property shall be
included in the port construction project. While WMD operates the FL Campground Property as a
campground, the pavilion shall be accessible to the public. Upon commencement of construction
of the port construction project, WMD shall relocate or replace the pavilion at a location mutually
agreed by the Parties. The City will continue maintain the launch ramp, bathrooms, fish cleaning
station, and fishing dock in its sole discretion.
8. Representations and Warranties of City. City represents and warrants to WMD,
to the best of the City Manager’s knowledge, as follows:
(a) Organization and Powers. City is a Michigan municipal corporation, duly
organized, validly existing, and in good standing under the laws of the State of Michigan.
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City has all requisite corporate power and authority to enter into this Agreement and to
carry out and perform all of its covenants and agreements contained herein.
(b) Authorization. The execution, delivery, and performance of this Agreement
by City has been duly authorized by all necessary action, pursuant to resolution passed by
the City Commission.
(c) No Conflict. The execution, delivery and performance by City of this
Agreement and consummation of the transactions contemplated hereby do not and will not,
except for conversion as governed by Michigan Department of Natural Resources (DNR)
law: (i) violate any provisions of law applicable to it or its ordinances, or any order,
judgment or decree of any court or other agency of government binding on it; or (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or both) a default
under any of its contractual obligation, subject to the Encumbrances noted above.
(d) Governmental Consents. The execution, delivery and performance by City
of this Agreement and consummation of the transactions contemplated hereby may require
any registration with consent or approval of or notice to, or other action to, with or by,
federal, state or other governmental authority, judicial or regulatory body.
(e) Binding Obligation. This Agreement, when executed and delivered by the
Parties, will be a legally valid and binding obligation of City, enforceable against it in
accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally, by general principles of equity, and subject to the Encumbrances noted
above.
9. Representations and Warranties of WMD. WMD represents and warrants to
City as follows:
(a) Organization and Powers. WMD is a Michigan corporation, duly
organized, validly existing, and in good standing under the laws of the State of Michigan.
WMD has all requisite corporate power and authority to enter into this Agreement and to
carry out and perform all of its covenants and agreements contained herein.
(b) Authorization. The execution, delivery, and performance of this Agreement
by WMD has been duly authorized by all necessary corporation action.
(c) No Conflict. The execution, delivery and performance by WMD of this
Agreement and consummation of the transactions contemplated hereby do not and will not:
(i) violate any provisions of law applicable to it; or (ii) conflict with, result in a breach of
or constitute (with due notice or lapse of time or both) a default under any of its contractual
obligations.
(d) Governmental Consents. The execution, delivery and performance by
WMD of this Agreement and consummation of the transactions contemplated hereby may
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require any registration with consent or approval of or notice to, or other action to, with or
by, federal, state or other governmental authority, judicial or regulatory body.
(e) Binding Obligations. The execution, delivery and performance by WMD
of this Agreement and consummation of the transactions contemplated hereby do not and
will not: (i) violate any provisions of law applicable to it, or any order, judgment or decree
of any court or other agency of government binding on it; or (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default under any of its
contractual obligation.
10. 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 days after sending by first class, registered, or certified mail.
Notices shall be sent to the Parties as follows:
To City: City of Muskegon
933 Terrace Street
Muskegon, MI 49440
Attn: City Manager
Email: jonathan@shorelinecity.com (or the then City Manager’s email)
w/ copy to: Parmenter Law
601 Terrace St.
Muskegon, MI 49440
Attn: Muskegon City Attorney
To WMD: West Michigan Dock & Market Corporation
560 Mart St.
Muskegon, MI 49440
Attn: Max McKee, President
Email: MMcKee@sandproductscorp.com
w/ copy to: Warner Norcross + Judd LLP
150 Ottawa Avenue NW, Suite 1500
Grand Rapids, MI 49503
Attn: Rob Davies
Email: rdavies@wnj.com
11. Recording. This Agreement shall not be recorded; however, upon the request of
either party hereto, the other party shall join in the execution of a memorandum or "short form" of
this Agreement for the purposes of recordation.
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12. Non-Binding Arbitration Prior to Litigation. Any dispute or matter arising in
connection with or relating to this Agreement shall first be submitted to non-binding arbitration
before either party may initiate a proceeding in Circuit Court. The non-binding arbitration shall be
conducted pursuant to applicable state or federal arbitration law. Any such dispute shall be
determined on an individual basis, shall be considered unique as to the facts, and shall not be
consolidated in any non-binding arbitration or other proceeding with any claim or controversy of
any other party. Participation in the non-binding arbitration process shall be a condition precedent
to the filing of any legal action in Circuit Court. The exclusive jurisdiction and forum for resolution
of any such dispute shall lie in Muskegon County, Michigan.
13. General Provisions.
(a) Governing Law. This Agreement will be governed by and interpreted in accordance
with the laws of the state of Michigan. The Parties agree that for purposes of any dispute in
connection with this Agreement.
(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.
(c) 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; Fax or Electronic Signatures. 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. Electronic or fax copies of the signed Agreement
shall constitute a valid, enforceable agreement.
(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. This Agreement shall become effective on the date
when signed by all of the Parties as shown below (“Effective Date”). If the date for closing, for
the delivery of a document, or for giving of a notice, falls on a Saturday, Sunday or bank holiday,
then it shall be automatically deferred to the next day that is not a Saturday, Sunday or bank
holiday.
(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.
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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. 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, which approval shall not be unreasonably withheld, delayed, or conditioned.
[Remainder of page intentionally left blank].
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The Parties have executed this Agreement on the date set forth below.
City – City of Muskegon WMD – West Michigan Dock & Market
Corporation
By: _________________________________ By: _________________________________
Name: Kenneth Johnson Name: Max B. McKee
Title: Mayor Title: President
Date: _________________, 2025 Date: _______________, 2025
By: _________________________________
Name: Ann Meisch
Title: City Clerk
Date: _________________, 2025
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Exhibit A
Fisherman's Landing Property Legal Description
CITY OF MUSKEGON COM AT INTERSECTION OF N LN OF BLK 551 & W LN OF E
WESTERN AVE TH N 65 DEG 55 MIN W 200 FT TH N 78 DEG 45 MIN W 50 FT TH N 11
DEG 15 MIN E 600 FT TH N 78 DEG 45 MIN W TO CENTER OF MUSKEGON LAKE TO A
POINT TO BE HEREINAFTER REFERRED TO AS PT A RECOMMENCE AT POB TH SLY
ALG W LN OF E WESTERN AVE 140 FT TH N 80 DEG 30 MIN W 123.06 FT TH N 76 DEG
00 MIN W TO CENTER OF MUSKEGON LAKE TH NLY ALG CENTER OF MUSKEGON
LAKE TO POINT A BEING ENTIRE BLK 551 TH NLY 90 FT OF BLK 552 & PART OF BLKS
547 548 & 549 SUBJ TO AFFIDAVIT CONCERNING ASSIGNMENT OF ESMT 2320/960
SUBJ TO ESMT RECOR'D IN L/P 3673/635
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Exhibit B
WMD Property Legal Description
CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 9 BLK 563 ALSO THAT PART OF
CENTRAL WARF LYING NLY OF SLY LN OF SD LOT 9 EXTD WLY ALSO PART OF LOT
2 BLK 567 LYING NWLY OF A LN BEG ON WLY LN THIRD ST 965.75 FT NWLY OF NE
COR BLK 566 & RUNNING TH S 24D 27M W TO SW LN BLK 567 TO CENTER OF
MUSKEGON LAKE ALSO PART OF LOT 2 BLK 567 BEG ON WLY LN THIRD ST 858.25
FT NWLY OF NELY COR BLK 566 NLY ALG THIRD ST 107.5 FT TH S 24D 27M W 378.8
FT TH S 41D 45M E 132.4 FT NELY ALG CURVE PAR TO GRAND TRUNK TRACKS TO
POB ALSO ENTIRE BLK 569
SUBJ TO ESMTS/COVENANTS L/P 3609/137
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Exhibit C
Mart Dock Parcel
CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 9 BLK 563 ALSO THAT PART OF
CENTRAL WARF LYING NLY OF SLY LN OF SD LOT 9 EXTD WLY ALSO PART OF LOT
2 BLK 567 LYING NWLY OF A LN BEG ON WLY LN THIRD ST 965.75 FT NWLY OF NE
COR BLK 566 & RUNNING TH S 24D 27M W TO SW LN BLK 567 TO CENTER OF
MUSKEGON LAKE ALSO PART OF LOT 2 BLK 567 BEG ON WLY LN THIRD ST 858.25
FT NWLY OF NELY COR BLK 566 NLY ALG THIRD ST 107.5 FT TH S 24D 27M W 378.8
FT TH S 41D 45M E 132.4 FT NELY ALG CURVE PAR TO GRAND TRUNK TRACKS TO
POB ALSO ENTIRE BLK 569
EXC THAT PART OF BLK 567 LOT 2 & BLK 563 LOT 9, DESCRIBED AS FOLLOWS:COM
AT SE COR OF SAID BLK 566 BEING THE NW COR OF 3RD & WESTERN AVE FOR POB
THEN 1,944 FT NWLY ALG THE SW LINE OF 3RD ST TO NW COR OF LOT 9, BLK 563
ALSO W 100 FT & N 200 FT LOT 9 BLK 563 NW OF CURVE OF TERRACE PT RD
SUBJ TO ESMTS/COVENANTS L/P 3609/137
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16
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Exhibit D
FL Campground Property
CITY OF MUSKEGON COM AT INTERSECTION OF N LN OF BLK 551 & W LN OF E
WESTERN AVE TH N 65 DEG 55 MIN W 200 FT TH N 78 DEG 45 MIN W 50 FT TH N 11
DEG 15 MIN E 600 FT TH N 78 DEG 45 MIN W TO CENTER OF MUSKEGON LAKE TO A
POINT TO BE HEREINAFTER REFERRED TO AS PT A RECOMMENCE AT POB TH SLY
ALG W LN OF E WESTERN AVE 140 FT TH N 80 DEG 30 MIN W 123.06 FT TH N 76 DEG
00 MIN W TO CENTER OF MUSKEGON LAKE TH NLY ALG CENTER OF MUSKEGON
LAKE TO POINT A BEING ENTIRE BLK 551 TH NLY 90 FT OF BLK 552 & PART OF BLKS
547 548 & 549 EXC EASTRLY 472FT
SUBJ TO AFFIDAVIT CONCERNING ASSIGNMENT OF ESMT 2320/960 SUBJ TO ESMT
RECOR'D IN L/P 3673/635
Subject to a final survey.
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Exhibit E
City Acquired Property
CITY OF MUSKEGON REVISED PLAT OF 1903
THAT PART OF BLK 567 LOT 2 & BLK 563 LOT 9, DESCRIBED AS FOLLOWS: WLY LN
COM AT SE COR OF SAID BLK 566 BEING THE NW COR OF 3RD & WESTERN AVE FOR
POB
THEN 1,944 FT NWLY ALG THE SW LINE OF 3RD ST TO NW COR OF LOT 9, BLK 563
ALSO W 100 FT & N 200 FT LOT 9 BLK 563 NW OF CURVE OF TERRACE PT RD
SUBJ TO ESMNTS/COVENANTS L/P 3609/137
Subject to a final survey.
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Exhibit F
Campground Lease
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LEASE
THIS LEASE ("Lease") is made and entered into on this _____ day of _________ 2025,
by and between the CITY OF MUSKEGON (the “Effective Date”), a Michigan municipal corporation
("City"), and WEST MICHIGAN DOCK & MARKET CORPORATION, a Michigan corporation
("WMD"). City and WMD are sometimes individually referenced as a "Party" and collectively referenced
as "Parties" in this Lease.
1. Premises. City is the owner of the real property commonly known as 501 E. Western
Avenue, in the City of Muskegon, Muskegon County, Michigan (Parcel No. 61-24-120-100-0001-
00), as legally described on the attached Exhibit A. City leases to WMD, and WMD hires from
City, only a portion of the Premises as further described an identified on the attached Exhibit B
(the “Premises”), on the terms and subject to the conditions contained herein, together with all
improvements, buildings, and appurteanances thereon and all apparatus, equipment, fittings, and
fixutres used in connection with the operation and maintenance of the Premises as listed on Exhibit
C.
2. Commencement Date; Term. The initial term of this Lease shall be fifty (50) years,
commencing on March 15, 2026 ("Commencement Date"), and expiring on March 14, 2076 ("Initial
Term"), unless sooner terminated or otherwise extended as provided herein. Provided WMD is not then in
default in the performance of any of its covenants and agreements under this Lease, WMD may renew this
Lease for one (1) additional forty (40) year term ("Renewal Term"), upon the same terms and conditions
as provided in this Lease. In order to exercise such renewal right, WMD shall serve City with written notice
of WMD’s election to renew not less than one hundred eighty (180) days prior to the end of the Initial Term.
The Renewal Term, if exercised, shall continue as if such term were part of the Initial Term of this Lease.
As used in this Lease, the word "Term" shall including the Initial Term of this Lease and any Renewal
Term.
3. Rent.
(a) "Rent" means the appraised value of the Premises, as determined in accordance
with the following appraisal process: The Parties agree that the value of the Premises shall be
determined by an appraisal ("Appraisal") of the Premises conducted by an independent, licensed
appraiser mutually selected by the Parties and at the Parties' joint expense, with the cost allocated
equally between the Parties. The Appraiser shall consider the restrictions as detailed in section 2(g)
of the Development Agreement, dated the same, between the Parties. The Parties' obligations under
this Lease will be contingent on the receipt of the Appraisal satisfactory to each Party, in its sole
discretion. If either Party deems the Appraisal unsatisfactory, such Party shall notify the other in
writing within thirty (30) days of receipt of such Appraisal. Upon such notice, the Parties shall each
select an additional independent, licensed appraiser. Both of the additionally selected appraisers
shall independently appraise the FL Campground Property. The final appraised value shall be the
average of the two appraisals provided by the two additionally selected independent appraisers.
The costs of the additional independent appraisals shall be shared equally by the Parties. The final
appraised value, as determined pursuant to this subsection (c), shall be final, binding, and
conclusive on the Parties.
(b) Rent shall be paid in two installment payments by WMD. The first Rent payment
shall be made within seven (7) days following the closing City’s purchase of a portion of 560 Mart
St., Muskegon, MI 49440 (Parcel No. 24-205-567-0002-00) (the “TSW Parcel”), depicted on
Exhibit D, in the amount equal to the price the City paid for the TSW Parcel (the “First Rent
Payment”). The second Rent payment shall be equal to the amount by which the value of the
Page 217 of 295
Premises exceeds the value of the TSW Parcel, as determined pursuant to Section 3(a) of this Lease
(the “Second Rent Payment”).
(c) WMD has entered into a purchase agreement to purchase in fee simple (the
"Option," attached as Exhibit E) approximately 57 acres of the neighboring real estate on the terms
identified in Exhibit D from the current owner (Parcel No. 61-24-117-300-0004-00 (the
"Neighboring Property"). The Parties shall enter into an Assignment Agreement (the
“Assignment,” attached as Exhibit F) to assign the Option from WMD to the City.
The Assignment shall provide the Parties may mutually exercise the Option any time until
December 31, 2027, however, that at any time prior to July 1, 2027, the City may only exercise the
Option with the written consent of WMD. On or after July 1, 2027, the City may exercise the Option
unilaterally, in its sole discretion, upon written notice to WMD. If the City exercises the Option
unilaterally, WMD shall not be required to (i) pay the Additional Rent (as defined below) or (ii)
make the Second Rent Payment until WMD elects to add the Additional Leased Parcel (as defined
below) to the Campground Lease (the “Election”). WMD shall provide written notice of the
Election to the City. The Election shall be effective only upon WMD’s simultaneous payment of
the Additional Rent and the Second Rent Payment to the City.
At any time after October 1, 2027, if the City has not exercised the Option and the Parties have not
mutually agreed to exercise the Option, upon written notice to the City, WMD shall have the right,
at WMD’s discretion, to reclaim the Option and close on the Neighboring Property. If WMD closes
on the Neighboring Property in this way, WMD shall convey the Neighboring Property shall be
conveyed to the City for One Dollar ($1.00), and the Parties shall add the Neighboring Property to
the Campground Lease. If the Neighboring Property is conveyed in this way, the City shall have
an option to remove the Conversion Property from the Lease upon written notice to WMD and a
simultaneous payment of a termination fee (the “Termination Fee”). The Termination Fee shall
be equal to the purchase price allocable to the Conversion Property, calculated on a pro rata per-
acre basis, less the value of the Second Rent Payment, to be exercised within five years from the
date of the date of WMD’s closing on the Neighboring Property (the “City Option”). If WMD
reclaims the Option and closes on the Neighboring Property unilaterally, the Additional Rent (as
defined below) and the Second Rent Payment shall be considered paid in full. The Conversion
Property is excluded from the WMD Option.
If the Parties mutually exercise the Option, at the closing of the Neighboring Property, WMD shall
provide the funds to the City for that portion of the purchase price allocable to the 32 acres of the
Neighboring Property that will be utilized by WMD (the “Additional Rent”), as further described
in this Lease (the "Additional Leased Parcel"), with such allocation to be calculated on a pro rata
per-acre basis. Further, WMD shall have the right, exercisable in its sole discretion, to elect to have
the Additional Leased Parcel added to the Campground Lease, pursuant to the terms set forth in the
Campground Lease. If any or all of the Additional Leased Property is conveyed to the City in a
manner other than the Assignment described above, upon payment to the City, WMD may elect to
incorporate the Additional Lease Parcel into the Campground Lease, with such payment allocation
to be calculated based on the City’s purchase price on a pro rata per-acre basis.
(d) All Rent payment(s) and Additional Rent payment(s) made, or accounted for as
described below, by WMD shall be credited toward the Purchase Price (as defined below) and
treated as economic consideration under WMD’s purchase option set forth in Section 28.
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4. Use of Premises.
(a) Except as otherwise set forth herein, WMD shall use the Premises for the operation
of a campground ("Campground Operations"). For the purposes of this Lease, “Campground
Operations” shall mean WMD’s obligations to perform the following during Campground
Operations Term (as defined below):
i. WMD shall operate the campground facility in an efficient and competent
manner and shall adhere to generally accepted standards for the operation of
campgrounds of similar size, nature, and location. The campground shall be
open, at a minimum, from April 15th to October 15th on an annual basis (the
“Campground Season”). During the Campground Season, the campground
must remain open at reasonable hours for check-in and check-out, and staff
must be available for customer service and maintenance during all staffed
operational hours.
ii. WMD shall maintain a minimum of 105 campsites available for daily rental
throughout each Campground Season.
iii. WMD shall establish and maintain clear and efficient check-in and check-out
procedures for guests, including providing necessary documentation (such as
guest registrations, liability waivers, and rules of conduct).
iv. WMD shall ensure that the premises are maintained in a clean and acceptable
condition, including regular upkeep of the grounds such as mowing the grass
and picking up litter. WMD shall make necessary capital improvements,
replacements, and upgrades to keep the park and its facilities safe, accessible,
and functional for use.e
v. WMD shall supply cleaning supplies and paper products as necessary for the
maintenance and operation of the restroom and shower facilities.
vi. WMD shall use reasonable measures to secure and maintain any and all
required licenses and permits for the operation of a campground on the
Premises.
vii. WMD shall be responsible for preparing the Premises for each season,
including but not limited to winterizing systems, ensuring proper drainage for
the spring thaw, and inspecting all structures (e.g., cabins, pavilions, etc.) for
weather-related damage before opening for the season.
viii. WMD shall ensure that all waste, including trash, sewage, and hazardous
materials, is properly disposed of in accordance with local and state
environmental regulations. WMD is responsible for maintaining waste
disposal systems, including any septic tanks, sewer lines, or trash removal
systems.
ix. WMD shall be responsible for ensuring that appropriate signage is posted
around the campground, including but not limited to safety rules, fire safety
information, campground regulations, emergency contacts, and any local
ordinances or restrictions.
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x. WMD shall maintain and display emergency procedures for guests, including
evacuation routes, emergency contact information, and instructions in case of
fire, medical emergency, or natural disaster.
xi. WMD shall be responsible for commercially reasonable control of rodents,
insects, and other pests that could negatively affect the health and safety of the
campers or damage the Premises.
xii. WMD shall ensure that all operations, activities, and facilities comply with all
applicable local, state, and federal health and safety standards. This includes
but is not limited to fire safety, sanitation standards, accessibility requirements,
and food service safety, consistent with existing operations, if applicable.
xiii. WMD shall operate the campground in a manner that provides a safe and
welcoming environment, for guests. WMD agrees to respond promptly to
guest inquiries and complaints, and take reasonable steps to ensure that all
guests comply with campground rules and regulations. WMD shall maintain
an active system for receiving and addressing guest feedback and complaints.
(b) WMD may terminate its obligation to provide Campground Operations at the
Premises under this Lease upon thirty (30) days' written notice to City; provided that such
termination may only occur upon or after City’s closing on the purchase of the Neighboring
Property and provided further that such termination shall not take effect during the camping season,
defined as April 15th to October 15th, in which case WMD shall continue to operate the
campground through the end of the camping season before terminating its obligations. WMD may
not terminate its obligation to provide Campground Operations prior to November 1, 2026 (together
with the above, the “Campground Operations Term”).
(c) Upon termination of the Campground Operations Term, WMD shall use the
Premises only in accordance with Waterfront Industrial PUD zoning district solely for the operation
of commercial port, which may include, but are not limited to, the docking, loading, and unloading
of vessels, the management of port facilities, and any ancillary services related to the operation of
a commercial port. WMD shall not engage in any other business or use of the Premises without the
prior written consent of the City. Upon termination of the Campground Operations Term, WMD
shall work in diligently and in good faith to complete the construction of its port facilities and
commence port operations. WMD shall take all commercially reasonable actions necessary to
ensure that the port facilities are operational and that port operations commence in a timely manner.
5. Possession. WMD shall have possession of the Premises on the Commencement Date.
6. As-Is. WMD shall perform a visual inspection of the Premises no later than thirty (30)
days prior to the Commencement Date, to determine if (the “WMD Inspection”). Except as otherwise
expressly set forth in this Lease, WMD agrees that City shall not be obligated to make improvements,
alterations, or replacements to the Premises prior to April 15, 2026 the Commencement Dateunless they
are a result ofto remedy any substantial changes or removal of substantial equipment from the Premises
after the 2025 camping season ended on November 15, 2025, or a failure to properly winterize the Premises
or secure the Camp Ground Operations after the 2025 camping season ended on November 15, 2025. WMD
shall have until June 15, 2026 to notify the City of any necessary repairs or replacements. Except as
otherwise provided in this Lease, by taking possession of the Premises on the Commencement Date, WMD
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shall be deemed to have accepted the Premises in its as-is and where-is condition and acknowledged that
the Premises are in satisfactory condition and repair.
7. Repair and Maintenance. Until the termination of the Campground Operations Term,
WMD shall keep, maintain, repair and replace the Premises, and each component of the Premises, including
but not limited to any improvements, all grounds, shoreline, equipment, structures, and amenities, in good
order, condition, and repair. WMD shall be responsible for normal, routine maintenance and care of the
Premises including all necessary maintenance, repairs, and replacements of the electrical and plumbing
systems servicing the Premises, as well as all normal, routine, and preventative maintenance and care of
other electrical and plumbing systems servicing the Premises, as well as minor repairs of the same. WMD
shall, at its own expense shall install and maintain fire extinguishers, other protection devices, and/or fire
suppression or prevention facilities or systems as may be required by any agency having jurisdiction and
the insurance underwriters insuring the Premises. Any repairs, replacements, systems, improvements, or
alterations necessary or required for fire protection/suppression within the Premises shall be completed by
WMD. WMD shall keep and maintain the Premises in accordance with the laws of the State of Michigan
and in accordance with all directions, rules and regulations of the governmental agencies having
jurisdiction, at the sole cost and expense of WMD, and WMD shall comply with all Legal Requirements,
ordinance and otherwise, affecting the Premises.
At all times during the Term, all maintenance, repairs and/or replacements made to the Premises
by or on behalf of WMD shall be made and performed (i) at WMD’s cost and expense (subject to the
limitations above), (ii) by fully licensed, insured, and bonded contractors and mechanics, (iii) in a good and
workmanlike manner, (iv) with materials at least equal in quality, value, and utility to those being
maintained, repaired and/or replaced in their respective original state, (v) in accordance with such
reasonable requirements as City may impose with respect to insurance to be obtained by WMD or WMD’s
contractors with respect to such work, (vi) in compliance with all applicable Legal Requirements in all
material respects, and (vii) free and clear of any mortgage, pledge, lien, encumbrance or security interest
of any kind, including any Liens.
8. Alterations, Additions, and Improvements. Upon termination of the Campground
Operations Term, WMD shall have the right, at its sole cost and expense, to make alterations, additions,
and improvements to the Premises as WMD deems necessary or desirable for its use. WMD shall not be
required to obtain City’s consent, only in its capacity as City, for any such alterations, additions, and/or
improvements. WMD is subject to all zoning ordinance requirements, Legal Requirements, and applicable
governmental approvals.
9. Covenant Against Liens. WMD has no express or implied authority to create or place, or
permit to be placed, any mechanic’s lien, construction lien, charge, order for payment of money, or any
other lien or encumbrance of any kind whatsoever (a “Lien”) upon, or in any manner to bind the interest of
City or WMD in, the Premises, or any other part of the Premises for any claim in favor of any person dealing
with WMD, including those who may furnish materials or perform labor for any construction or repairs,
and will not subject the Premises, or any part thereof or City’s interest in the Premises to any Liens of any
kind. WMD shall at all times keep the Premises, free from any and all Liens arising out of any work
performed, materials furnished, or obligations incurred by or for WMD or any of WMD’s Agents. If any
Lien is filed as a result of the act or omission of, or work performed by or at the direction of, WMD or any
of WMD’s Agents, WMD will cause such Lien to be immediately discharged, but in no event later than
fifteen (15) days after notice from City thereof. If WMD fails to cause the Lien to be fully discharged and
released within the 15-day period, then, in addition to any other right or remedy, City will be entitled, but
not obligated to, discharge the same by paying the amount claimed to be due or by deposit or bonding
proceedings. WMD will indemnify and save City and City’s Agents harmless from all Losses (defined
below) to the extent arising from any Liens filed as a result of the act or omission of, or work performed by
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or at the direction of, WMD or any of WMD’s Agents, or arising from WMD’s failure to timely discharge
same. WMD shall reimburse City for any and all reasonable costs and expenses which may be incurred by
City by reason of the filing of any such Liens and/or the removal of same, such reimbursement to be made
within 10 days after receipt of a statement from City setting forth the amount of such costs and expenses.
10. Complaince with Legal Requirements. WMD shall, at its sole cost and expense, comply
with all Legal Requirements insofar as it relates to the use of the Premises by WMD and WMD’s managers,
directors, contractors, officers, employees, agents, invitees, or assignees (the “WMD’s Agents”). WMD
shall be responsible for ensuring that all applicable covenants, restrictions, easements, zoning and other
Legal Requirements in effect as of the date hereof and as of the Commencement Date permit the use of the
Premises for the above Use(s) and uses incidental thereto.
11. Expenses. WMD shall be responsible for all Operating Costs for the Premises, which will
mean all costs, expenses, fees, sums, and disbursements (and taxes thereon) of any kind or nature
whatsoever incurred in connection with the leasing, operation, cleaning, repair, safety, management,
security or maintenance of the Premises that City or WMD shall pay or become obligated to pay, including,
but not limited to, (A) property management fees; (B) wages and salaries of all employees engaged in the
operation, maintenance, or security of the Premises, including all taxes, insurance and benefits relating to
such employees; (C) WMD’s Insurance with respect to the Premises of every kind and nature; (D) energy
costs, including cost of heating, air conditioning, gas and electrical service; (E) water, sewer, and other
utility costs; (F) the cost of interior and exterior repairs, maintenance, replacements (including capital
repairs and replacements), and painting, including, without limitation, all maintenance, repair and
replacement, as well as repairs, replacements, and maintenance of all parking areas on or servicing the
Premises, including, without limitation, snowplowing, snow and ice removal, and parking lot striping and
resurfacing; (G) the cost or rental of all supplies, tools, materials, and equipment; (H) the cost of cleaning
and sanitary control, dumpsters, and removal of trash, rubbish, garbage, and other refuse from the Premises;
(I) charges of independent contractors performing work included within this definition of Operating
Expenses; (J) legal, accounting, and other professional fees and disbursements incurred in connection with
the operation and management of the Premises; (K) costs and expense of fire suppression systems and other
safety and/or security systems and repairs and maintenance thereof; (L) gardening, landscaping, and
irrigation costs and repairs, including, without limitation, lawn maintenance, fertilizer costs, sprinkler
system costs; snow and ice removal from the Premises; (M) licensing and permitting fees, costs, and
expenses incurred in connection with the operation of the Premises; and (N) all real estate taxes,
assessments of any kind (special or otherwise), real property taxes, sewer and water rents, rates and charges,
and any other governmental levies, impositions and charges of a similar nature, which may be levied,
assessed or imposed on or in respect of all or any part of the Premises, whether or not the same constitute
one or more tax lots.
12. Services and Utilities.
(a) All lines and current utility connections at the Premises are taken “As-Is, Where-
Is.” WMD shall be responsible for the installation of any supply runs, hook-ups to WMD-owned
or leased equipment, fixtures, or trade fixtures, pipes or other facilities required for services from
the connection points currently provided within and throughout the Premises.
(b) WMD will be responsible for all costs and charges of all water, sewer, electricity,
gas, trash removal, janitorial, security services, cable, telephone, internet, and any other utility
service of any kind provided to or used at the Premises (together, “Services”). WMD will directly
pay, without penalty or delinquency, for any and all such Services provided to or used at the
Premises, to the extent separately metered. Notwithstanding anything to the contrary herein,
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WMD’s responsibility for all costs and charges of all Services shall begin upon the Commencement
Date.
13. Environmental Compliance.
(a) WMD represents and warrants that (i) it will conduct its activities on the Premises
in compliance with all applicable Environmental Laws and Environmental Permits; (ii) WMD will
not, nor will it allow any guests, agents, or invitees to bring any hazardous substances or hazardous
wastes, products or pollutants, including without limitation asbestos, oil, or any other substances
defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous
materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,”
“toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any
Environmental Laws (collectively called “Hazardous Substances”), onto or into the Premises or
any part of the Premises; and (iii) the Premises will not be used by WMD to emit through ground,
water or air, or to refine, manufacture, generate, produce, store, contain, handle, transfer, process,
treat or transport, Hazardous Substances; provided, however, WMD may have limited quantities of
Hazardous Substances used or stored at the Premises to the extent required in connection with its
routine operations at the Premises, and then only in strict compliance with all applicable
Environmental Laws and Environmental Permits.
(b) City shall not be responsible for any and all liabilities, damages, losses, costs,
assessments, penalties, fines, expenses and fees, including reasonable legal fees and costs, that City
or City’s managers, directors, contractors, officers, employees, agents, guests, invitees, or assignees
(“City’s Agents”) may incur or suffer arising from or related to (i) the existence or discovery of
Hazardous Substances on the Premises or released into the environment that are caused by the acts,
omissions, or negligence of WMD or WMD’s Agents or by the use of the Premises or any of the
Common Areas by WMD or WMD’s Agents, (ii) any Environmental Claim arising from the acts,
omissions, or negligence of WMD or any of WMD’s Agents, or (iii) WMD’s breach of any of the
above representations and warranties. The indemnifications of this Section specifically include
reasonable costs, expenses and fees incurred in connection with any investigation of Premises
conditions or any clean-up, remedial, removal or restoration work required.
(c) For purposes of this Section, “Environmental Laws” means any federal, state, or
local statute, law, rule, regulation, ordinance, code, policy, or rule of common law now or hereafter
in effect and in each case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent decree, or judgment, relating to the
environment, health, safety, or Hazardous Substances in any way; “Environmental Claims” means
any and all administrative, regulatory, or judicial actions, suits, demands, demand letters, claims,
liens, notices of non-compliance or violation, investigations, proceedings, consent orders, or
consent agreements relating in any way to any Environmental Law or any Environmental Permit,
including without limitation (i) any and all Environmental Claims by governmental or regulatory
authorities for enforcement, clean up, removal, response, remedial, or other actions or damages
pursuant to any applicable Environmental Law and (ii) any and all Environmental Claims by any
third party seeking damages, contribution, indemnification, cost recovery, compensation, or
injunctive relief resulting from Hazardous Substances or arising from alleged injury or threat of
injury to health, safety, or the environment; and “Environmental Permits” means all permits,
approvals, identification numbers, licenses, and other authorizations required under any applicable
Environmental Law.
14. Indemnification. WMD shall defend, indemnify and hold City, its successors, subWMDs,
assigns, officers, directors, shareholders, members, managers, employees and agents, harmless from and
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against any and all liabilities, obligations, damages, penalties, claims, costs and expenses, including
reasonable attorneys' fees, paid or incurred as a result of or in connection with: (i) WMD's use or occupancy
of the Premises, (ii) any breach by WMD, WMD's agents, contractors, employees, customers, invitees, or
licensees, of any covenant or condition of this Lease, or (iii) any act or omission of the WMD, or WMD's
agents, contractors, employees, customers, invitees or licensees. WMD's liability under this Lease extends
to the acts and omissions of any subWMD, and any agent, contractor, employee, customer, invitee or
licensee of any subWMD. In case any action or proceeding is brought against City by reason of any such
claim, WMD, upon written notice from City, will, at WMD's expense, resist or defend such action or
proceeding by reasonable counsel chosen by City in writing.
15. Assignment and Subletting. Neither Party shall assign all or any portion of its rights and
obligations contained in this Agreement, including WMD’s Campground Operations, without the express
prior written approval of the other party, which approval [___________________]. (the foregoing herein
collectively called "Transfers"). The foregoing notwithstanding, if WMD is not in default of this Lease
and the assignee will operate the premises as a port, City's consent shall not be required and the assigning
WMD shall be released from liability under this Lease for any Transfer: (a) to any parent, subsidiary or
entity related or affiliated with WMD that has substantially the same net worth as WMD; (b) made as part
of a sale of all or substantially all of WMD's assets, merger, consolidation or reorganization of WMD, or
transfer as part of the sale of the stock of, an interest in or the assets or property of WMD or of a transferee
to whom City has consented; or (c) to a transferee to whom City has consented or the parent, subsidiary or
entity related or affiliated with WMD or such transferee (each, a “Permitted Transfer”), provided that in
the event of any Permitted Transfer, (i) the successor WMD shall have a net worth equal to or greater than
WMD at the time of the Permitted Transfer, (ii) WMD shall have first provided sixty (60) days prior written
notice of the Permitted Transfer, and (iii) the Profit-Sharing Agreement between City and WMD dated
XX/XX/2025 is simultaneously assigned to the same entity (the “Profit-Sharing Agreement”).
16. Default. The following events shall be deemed to be events of default (each, a "Default")
by WMD under this Lease: (a) WMD fails to pay Rent or Additional Rent within ten (10) days following
written notice from City that such payment is overdue; (b) WMD breaches or otherwise fails to perform
any other term or obligation under this Lease or violates any Legal Requirement, and such breach, violation,
or failure shall continue for 30 days after written notice from City (unless such default is not reasonably
capable of being cured within such thirty (30) day period, City may exercise all remedies available to City
at law and equity); provided, however, that if the cure cannot be completed within 30 days and WMD
promptly commences such cure upon receipt of City’s notice and thereafter diligently pursues such cure to
completion, WMD shall be afforded the benefit of such additional period of time as may be necessary to
complete such cure, but in no event more than an additional 45 days (or such lesser applicable period if
required under any applicable Legal Requirement; (c) WMD files a voluntary petition in bankruptcy or
shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any
future federal bankruptcy act or any other present or future federal, state or other bankruptcy or insolvency
statute or law, or shall seek or consent to or acquiesce in the appointment of any bankruptcy or insolvency
trustee, receiver or liquidator of WMD or of all of any substantial part of WMD’s properties or of the
Premises; (d) WMD shall attempt or there shall occur any assignment, subleasing or other Transfer of
WMD’s interest in or with respect to this Lease or the Premises except as otherwise expressly permitted in
this Lease; (e) WMD shall fail to timely discharge any Lien pursuant to Section 9 above; (f) WMD dissolves
or otherwise fails to maintain its legal existence; (g) WMD is in default of the Profit-Sharing Agreement;
or (h) WMD fails to continuously maintain any insurance required to be maintained by WMD pursuant to
this Lease or such insurance shall be canceled or terminated or shall expire or shall be reduced or materially
changed and such required insurance coverage is not restored within forty-eight (48) hours.
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17. City's Remedies Upon Default.
(a) In the event of any Default by WMD as set forth in Section 16 above, City, at its
option, may exercise any and all of its rights and remedies provided in this Lease, as well as any or
all rights and remedies available at law or in equity. Included among City’s remedies is the right to
terminate this Lease and/or WMD’s right of possession of the Premises by any lawful means, in
which case WMD shall immediately surrender possession to City. Any and all third party out-of-
pocket costs, expenses and disbursements, of any kind or nature, reasonably incurred by City in
connection with the successful enforcement of any and all of the terms and provisions of this Lease,
including attorneys’ reasonable fees (through all appellate proceedings), shall be due and payable,
as Additional Rent, upon City’s submission of an invoice therefore. If WMD shall be in Default
under this Lease, City may cure the Default at any time for the account and at the expense of WMD.
If City cures any Default on the part of WMD, WMD shall reimburse City, upon demand, for any
third party out-of-pocket amount reasonably expended by City to effectuate the cure, including,
without limitation, reasonable attorneys’ fees.
(b) The rights and remedies of City set forth herein shall be in addition to any other
right and remedy now and hereafter provided by law. All rights and remedies shall be cumulative
and not exclusive of each other. A single or partial exercise of a right or remedy shall not preclude
a further exercise thereof, or the exercise of another right or remedy from time to time. No delay
or omission by City in exercising a right or remedy shall exhaust or impair the same or constitute
a waiver of, or acquiescence to, a Default. No waiver of Default shall extend to or affect any other
Default or impair any right or remedy with respect thereto, and no waiver of a Default shall be
effective unless it is in writing and signed by City.
(c) Neither the termination of this Lease nor the exercise of any remedy under this
Lease or otherwise available at law or in equity shall affect City’s right of indemnification set forth
in this Lease or otherwise available at law or in equity for any act or omission of WMD, and all
rights to indemnification and all other obligations of WMD intended to be performed after
termination of this Lease shall survive termination of this Lease
18. City Default; Remedies. If City fails to perform any obligation under this Lease and such
failure continues beyond a reasonable period of time, not to exceed thirty (30) days after City's receipt of
written notice from WMD specifying in reasonable detail the nature of such failure (unless such default is
not reasonably capable of being cured within such thirty (30) day period and City is diligently prosecuting
such cure to completion) ("City Default"), WMD may, by written notice to City, elect to cure the City
Default and City shall, on demand, reimburse WMD for the cost of curing the City Default. Additionally,
in the event City’s default cannot be cured as set forth herein, WMD may exercise all remedies available to
WMD at law and equity.
19. Termination; Surrender of Possession.
(a) City shall have the right to terminate this Lease upon written notice to City in the
event that either Party terminates the City Acquired Property Purchase Agreement prior to the
closing of its purchase of the City Acquired Property. Neither Party shall have any further rights or
obligations, hereunder, except for those that expressly survive termination of this Lease.
(b) WMD shall have the right to terminate this Lease upon 60 days written notice to
the City. Such termination shall not take effect during the camping season, defined as April 15th to
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October 15th. Neither Party shall have any further rights or obligations, hereunder, except for those
that expressly survive termination of this Lease.
(c) Upon the expiration or termination of this Lease, whether by lapse of time,
operation of law or pursuant to the provisions of this Lease, WMD shall (a) remove all of its
personal property from the Premises and repair any damage to the Premises caused by such
removal; and (b) surrender possession of the Premises to City clean and undamaged, normal and
customary wear and tear, casualty event, and eminent domain excepted.
20. Insurance; Release. By this Section, City and WMD intend that the risk of loss or
damages described in this Section shall be borne by responsible insurance carriers licensed in the state of
Michigan, to the extent provided in this Lease.
(a) WMD shall maintain, at its sole cost and expense, insurance coverage customary
for properties of similar use and nature, including but not limited to comprehensive general liability
insurance, property insurance covering improvements and personal property, and any other
insurance required by applicable laws or reasonably required by City and shall contain a clause that
the insurer will not cancel or change the insurance without first giving the City thirty (30) days
prior written notice.
(b) WMD's insurance policies shall name City as an additional insured. Following
City’s written request, WMD shall deliver to City evidence of its required insurance coverage.
(c) All insurance required to be maintained by WMD herein shall be with an insurance
company authorized to do business in the State of Michigan, with a rating of at least “A ” or better,
unless otherwise approved by City in writing, and a copy of the paid-up policies evidencing such
insurance or certificates of insurers certifying to the issuance of such policies shall be delivered to
City prior to commencement of the Term and upon renewals not less than 30 days prior to the
expiration of such coverage. Such policies shall also provide that no act or default of any person
shall render the policy void as to City or affect City’s right to recover thereon. Such coverage shall
be primary and noncontributory with any coverage that City or any other party may obtain. If, in
the opinion of City’s insurance advisor, the amount or scope of such coverage required to be carried
by WMD hereunder is deemed inadequate at any time during the Term, WMD shall increase such
coverage to such reasonable amounts or scope as City’s advisor deems adequate. Prior to the
Commencement Date, WMD shall submit to City insurance certificates demonstrating the required
policies.
(d) The limits of insurance required by this Lease, or as carried by WMD, shall not
limit the liability of WMD or relieve WMD of any obligation thereunder. Any deductibles selected
by WMD shall be the sole responsibility of WMD.
(e) In the event that WMD fails to comply with the foregoing insurance requirements
or to timely deliver to City copies of such policies and certificates evidencing the coverage required
herein, City, in addition to any remedy available pursuant to this Lease or otherwise, may, but shall
not be obligated to, obtain such insurance and WMD shall pay to City on demand all costs thereof,
plus an administrative fee of ten percent (10%) of such costs.
21. Compliance With Laws. WMD, at its sole expense, shall comply with applicable laws,
statutes, ordinances, rules, and regulations of all federal, state, county, city and local departments and
agencies having jurisdiction over the Premises, including, without limitation all orders, judgments,
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ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions of record now or
hereafter applicable to the Premises, including all regulations imposed upon the City by the Michigan
Department of Environment, Great Lakes, and Energy insofar as such regulations pertain to any of the
promises or undertakings of WMD set forth in this Lease, and including making such alterations and
modifications within or without the Premises that are required by Legal Requirements as the result of
WMD’s use or operation of the Premises (collectively, “Legal Requirements”).
22. Interruption of Services. City does not warrant that any of the services or utilities referred
to in this Lease will be free from interruption, curtailment, or suspension, WMD acknowledging that any
one or more of such services may be suspended by reason of accident or repairs, alterations, or
improvements, or by reason of causes beyond the control of City. City shall not be liable to WMD in
damages or otherwise.
23. Signs. WMD may erect, maintain and remove such signs as it deems necessary,
appropriate or desirable to its operations in, on or about the Premises, provided that the signs are in
compliance with all governmental regulations.
24. Taxes. WMD shall be pay or discharge all real estate taxes, assessments, liens, bond
obligations, license fees or taxes levied or assessed by any lawful authority against the Premises during the
Term. WMD shall also be responsible for any costs, penalties, interest, or fines that may arise due to the
WMD’s failure to pay such amounts in a timely manner. Additionally, if this Lease is deemed a 'transfer'
of the Premises under MCL 211.27a, WMD shall be responsible for any resulting increase in or assessment
of such real estate taxes. WMD shall pay when due and before the same become delinquent any personal
property taxes levied on WMD's merchandise, equipment, inventory, furniture, and other personal property
and contents at the Property.
25. Notices. All notices, approvals, consents and other communications required under this
Lease 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 days after sending by
first class, registered, or certified mail. Notices shall be sent to the Parties as follows:
To City: City of Muskegon
933 Terrace Street
Muskegon, MI 49440
Attn:City Manager
Email: jonathan@shorelinecity.com (or the then current City Manager’s email)
w/ copy to: Parmenter Law
601 Terrace St.
Muskegon, MI 49440
Attn: Muskegon City Attorney
To WMD: West Michigan Dock & Market Corporation
560 Mart St.
Muskegon, MI 49440
Attn: Max McKee, President
Email: MMcKee@sandproductscorp.com
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w/ copy to: Warner Norcross + Judd LLP
150 Ottawa Avenue NW, Suite 1500
Grand Rapids, MI 49503
Attn: Rob Davies
Email: rdavies@wnj.com
26. Successors and Assigns. The covenants, conditions, and agreements contained in this
Lease shall bind and inure to the benefit of City and WMD and their respective permitted successors and
assigns.
27. Subordination; Attornment. Provided that WMD is provided with a signed non-
disturbance and attornment agreement in form and substance reasonably acceptable to WMD, this Lease
shall be subject and subordinate at all times to any ground lease, mortgage or deed of trust that may now
exist or hereafter be placed upon, and encumber, any or all of the Property. To confirm WMD’s
subordination, WMD agrees, within ten (10) days after written request, to execute and deliver a
subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to
WMD.
28. Option to Purchase.
(a) Beginning on January 1, 2028, and continuing until the end of the Term unless
terminated sooner ("WMD Option Term"), City grants to WMD the exclusive option to purchase
the Premises or any Additional Leased Parcel acres, excluding the Conversion Property, upon the
terms and conditions contained in this Section ("WMD Option").
(b) The Parties expressly intend that, upon WMD’s exercise of the WMD Option, the
Rent shall constitute the economic consideration for the WMD Option ("Purchase Price").
(c) WMD may exercise its WMD Option at any time during the WMD Option Term,
provided that the following conditions are satisfied:
i. The Purchase Price is paid in full (including both Rent payments and Additional
Rent payment);
ii. WMD is not in default of this Lease; and
iii. The City of Muskegon acquired fee simple title to the Neighboring Property.
The City of Muskegon may, in its sole discretion select an alternate property
to satisfy this condition, but there shall be no obligation to do so.
(d) The closing ("Closing") shall take place at the offices of a Title Company (defined
below) or by whatever method, including by electronic exchange of documents, that WMD and
City mutually determine. The Closing shall take place at a time and date to be selected by WMD, but
in no case later than forty-five (45) days after WMD exercises the WMD Option ("Closing Date").
(e) At any time during the Term of this Lease, WMD shall be permitted to undertake a
due diligence investigation of the Premises, including review of surveys, engineering plans, title
policies/commitments, environmental reports and other documents related to the Premises which are
in City's possession. WMD shall also be permitted to obtain, at its sole cost and expenses, its own
surveys, environmental reports and building inspections of the Premises. WMD acknowledges and
agrees that it shall acquire the Premises in its then current "AS IS," "WHERE IS" condition without
any representations or warranties from City. WMD shall cause and require all of its representatives
and consultants to comply with all applicable health, safety, and environmental laws, rules, regulations,
and ordinances while on the Premises.
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(f) Within twenty (20) days after WMD exercises its WMD Option, City will cause a
title commitment covering the Premises or any Additional Leased Property acres, excluding the
Conversion Property ("Title Commitment") to be prepared and delivered to WMD by Transnation
Title Agency, of 570 Seminole Rd #102, Muskegon, MI 49444 ("Title Company"). WMD will
have ten (10) business days after receipt of the Title Commitment to notify City in writing of
WMD's disapproval of any Schedule B exceptions shown on the Title Commitment ("Disapproved
Exceptions"). If, on or before Closing, the Title Company notifies City or WMD of any
Schedule B exception in addition to the Schedule B exceptions shown in the Title Commitment
("Additional Exceptions"), the ten (10) business day period with respect to Additional Exceptions
will run from the date WMD is given notice of such Additional Exceptions. City will have thirty
(30) days from the date of receipt of any notice of disapproval to cause the Disapproved Exceptions
to be removed from the Title Commitment or cause the Title Company to commit to insure against
loss or damage that may be occasioned by the Disapproved Exceptions, during which time the
Closing will be delayed as necessary. If City is unwilling or unable to modify, remove or obtain a
commitment for title insurance over Disapproved Exceptions within such period, WMD will notify
City within five (5) days from the expiration of such thirty (30) day period whether WMD will
either: (i) proceed to Closing and take title to the Premises subject to the Disapproved Exceptions,
in which case the Disapproved Exceptions will be deemed to have been waived by WMD, or
(ii) terminate its exercise of its WMD Option. The Closing Date will be delayed as necessary to
permit the completion of all time periods provided for under this paragraph. Upon conveyance of
title to WMD on the Closing Date, City shall purchase a policy of title insurance to be issued pursuant
to the Title Commitment, insuring WMD's fee simple absolute title in the Premises in the amount of
the Purchase Price, which policy of title insurance shall not contain any exceptions other than those
shown on the Title Commitment and not objected to by WMD as Disapproved Exceptions.
(g) At the time of Closing, City shall execute and deliver to WMD a quitclaim deed
conveying good, clear and marketable title to the Premises subject to easements, restrictions,
interests, and reservations of record; taxes and assessments not yet due and payable; and any matters
that would be disclosed by an accurate ALTA/NSPS Land Title Survey. Provided, however, that
the quitclaim deed shall include a use restriction to prohibit any development or construction from
occurring within 25 feet of the high water line on the western portion of the Premises and in the
immediately adjacent bottomlands in order to preserve the natural integrity and environmental
quality of Muskegon Lake.
(h) If the Title Company requires a survey to remove any standard exceptions to title,
WMD, at its own expense, shall obtain and provide such survey. For purposes of this WMD Option,
WMD shall be responsible for all taxes and assessments with respect to the Premises.
(i) Transaction costs contemplated by this Lease will be paid on or prior to Closing
on the following basis: (i) City will be solely responsible for the cost of the title insurance policy,
any special title insurance endorsements City may obtain over any Disapproved Exceptions, the
cost of recording any title clearance documents or collateral discharges, all transfer taxes or stamps
on the quitclaim deed (if applicable), half of all closing fees or escrow fees charged by the Title
Company, and the fees and expenses of City's attorneys and its designated representatives;
(ii) WMD will be solely responsible for the cost of any special title insurance endorsements
requested by WMD, any survey, the cost of all recording fees for the quitclaim deed, half the costs
of all closing fees or escrow fees charged by the Title Company, the cost of all environmental
assessments, inspections, investigations and tests by WMD, and the fees and expenses of WMD's
attorneys, accountants, engineers, and consultants.
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(j) At Closing, City and WMD shall deliver to the other such other documents or
instruments as shall reasonably be required by such party's counsel or by the Title Company to
consummate the transaction contemplated herein or to issue the policy of title insurance which, in the
other party's counsel's opinion, does not increase such parties' liability or decrease such parties' rights
or which are customarily provided in the sale and purchase of real estate similar to the Premises.
29. OFAC Representation. WMD represents and warrants to City that WMD is currently in
compliance with and shall at all times during the Term (including any extension thereof) remain in
compliance with the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the
Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) and any
statute, executive order (including the September 24, 2001, Executive Order Blocking Premises and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action relating thereto. WMD hereby certifies that: (i) WMD is not acting, directly or
indirectly, of or on behalf of any person, group, entity, or nation named by any Executive Order or the
United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or
other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation
that is enforced or administered by the Office of Foreign Assets Control; and (ii) WMD is not engaged in
this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or
indirectly on behalf of, any such person, group, entity or nation.
30. Obligations Survive. All obligations arising prior to the termination of this Lease and all
provisions of this Lease allocating responsibility or liability between the parties, including without
limitation the indemnity provisions, shall survive the termination of this Lease.
31. Memorandum of Lease. City shall, upon the mutual agreement of the parties, enter into
and record a memorandum or notice of this Lease reasonably satisfactory to City and WMD, and WMD
shall be responsible for the preparation thereof, and the cost of recording the same.
32. Waiver of Security Interest. City waives any security interest in and to all City's liens
over WMD's goods, inventory, trade fixtures and all other personal property, whether statutory, consensual
or equitable.
33. Counterparts. This Lease may be executed in counterparts each of which shall be deemed
an original and all of which together shall constitute one agreement. Faxed signatures, or scanned and
electronically transmitted signatures on this Lease, shall be deemed to have the same legal effect as original
signatures on this Lease.
34. Litigation Costs. In connection with any dispute or litigation between the parties arising
under this Lease, the nonprevailing party shall pay the prevailing party all costs and expenses, including
reasonable attorneys’ fees, incurred by such prevailing party in successfully enforcing the nonprevailing
party’s obligations or successfully defending the prevailing party’s rights under this Lease against the
nonprevailing party.
35. Non-Binding Arbitration Prior to Litigation. Any dispute or matter arising in connection
with or relating to this Lease shall first be submitted to non-binding arbitration before either party may
initiate a proceeding in Circuit Court. The non-binding arbitration shall be conducted pursuant to applicable
state or federal arbitration law. Any such dispute shall be determined on an individual basis, shall be
considered unique as to the facts, and shall not be consolidated in any non-binding arbitration or other
proceeding with any claim or controversy of any other party. Participation in the non-binding arbitration
process shall be a condition precedent to the filing of any legal action in Circuit Court. The exclusive
jurisdiction and forum for resolution of any such dispute shall lie in Muskegon County, Michigan.
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36. Miscellaneous. This Lease may be modified only by a written instrument signed by both
parties. Failure to exercise or delay in exercising any right or remedy hereunder shall not operate as a
waiver thereof, nor excuse future performance. No waiver, discharge, or renunciation of any claim or right
arising out of a breach of these terms and conditions shall be effective unless in writing signed by the party
so waiving and supported by consideration. Any waiver of any breach shall be a waiver of that breach only
and not any other breach, whether prior or subsequent thereto. This Lease shall be governed by and
construed in accordance with the laws of the state of Michigan. If any provision of this Lease should be or
become invalid, such invalidity shall not in any way affect any of the other provisions of this Lease, which
shall continue to remain in full force and effect. This Lease may be executed in any number of counterparts
and each such counterparts shall for all purposes be deemed to be an original; and all such counterparts, or
as many of them as the parties shall preserve undestroyed, shall together constitute one and the same
instrument. The headings of the several sections shall be solely for convenience of reference and shall not
affect the meaning, construction or effect hereof. This Lease 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.
[Signature Page Follows]
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The parties have caused this Lease to be executed as of the date first indicated above.
CITY WMD
CITY OF MUSKEGON WEST MICHIGAN DOCK & MARKET
CORPORATION
By: By:
Its: Its:
By:
Its:
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Exhibit A
Legal Description of 501 E. Western Avenue
CITY OF MUSKEGON COM AT INTERSECTION OF N LN OF BLK 551 & W LN OF E WESTERN
AVE TH N 65 DEG 55 MIN W 200 FT TH N 78 DEG 45 MIN W 50 FT TH N 11 DEG 15 MIN E 600
FT TH N 78 DEG 45 MIN W TO CENTER OF MUSKEGON LAKE TO A POINT TO BE
HEREINAFTER REFERRED TO AS PT A RECOMMENCE AT POB TH SLY ALG W LN OF E
WESTERN AVE 140 FT TH N 80 DEG 30 MIN W 123.06 FT TH N 76 DEG 00 MIN W TO CENTER
OF MUSKEGON LAKE TH NLY ALG CENTER OF MUSKEGON LAKE TO POINT A BEING
ENTIRE BLK 551 TH NLY 90 FT OF BLK 552 & PART OF BLKS 547 548 & 549 SUBJ TO
AFFIDAVIT CONCERNING ASSIGNMENT OF ESMT 2320/960 SUBJ TO ESMT RECOR'D IN L/P
3673/635
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Exhibit B
Legal Description of the Premises
CITY OF MUSKEGON COM AT INTERSECTION OF N LN OF BLK 551 & W LN OF E WESTERN
AVE TH N 65 DEG 55 MIN W 200 FT TH N 78 DEG 45 MIN W 50 FT TH N 11 DEG 15 MIN E 600
FT TH N 78 DEG 45 MIN W TO CENTER OF MUSKEGON LAKE TO A POINT TO BE
HEREINAFTER REFERRED TO AS PT A RECOMMENCE AT POB TH SLY ALG W LN OF E
WESTERN AVE 140 FT TH N 80 DEG 30 MIN W 123.06 FT TH N 76 DEG 00 MIN W TO CENTER
OF MUSKEGON LAKE TH NLY ALG CENTER OF MUSKEGON LAKE TO POINT A BEING
ENTIRE BLK 551 TH NLY 90 FT OF BLK 552 & PART OF BLKS 547 548 & 549 EXC EASTRLY
472FT
SUBJ TO AFFIDAVIT CONCERNING ASSIGNMENT OF ESMT 2320/960 SUBJ TO ESMT RECOR'D
IN L/P 3673/635
-2-
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Exhibit C
Equipment List
-3-
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Exhibit D
Legal Description of the TSW Parcel
CITY OF MUSKEGON REVISED PLAT OF 1903 THAT PART OF BLK 567 LOT 2 & BLK 563 LOT
9, DESCRIBED AS FOLLOWS:WLY LN COM AT SE COR OF SAID BLK 566 BEING THE NW COR
OF 3RD & WESTERN AVE FOR POB THEN 1,944 FT NWLY ALG THE SW LINE OF 3RD ST TO
NW COR OF LOT 9, BLK 563 ALSO W 100 FT & N 200 FT LOT 9 BLK 563 NW OF CURVE OF
TERRACE PT RD SUBJ TO ESMNTS/COVENANTS L/P 3609/137
-4-
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Exhibit E
Option Agreement Neighboring Property
-5-
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Exhibit F
Assignment Agreement for
Option Agreement Neighboring Property
-6-
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Exhibit G
Mart Dock Deed Restriction
20
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DECLARATION OF RESTRICTIONS
This Declaration of Restrictions (“Declaration” is hereby declared, imposed, and made
effective as of the ________ day of ______________, 202__ by West Michigan Dock and
Market Corporation (“WMD”), whose address is 560 Mart St., Muskegon, MI 49440, and the
City of Muskegon (the “City”), whose address is 933 Terrace St., Muskegon, MI 49440
(individually a “Party,” together the “Parties”).
RECITALS
A. The Parties have entered into a Development Agreement that includes the purchase, sale,
and leasing of various real property between the Parties. As an integral part of the
Development Agreement, cessation of certain activities on the Property is required.
B. WMD is the owner of certain real property and improvements situated in the City of
Muskegon, County of Muskegon, and State of Michigan more particularly described on
Exhibit A, attached hereto and made a part of this Declaration (the “Property”).
C. To facilitate and implement the Development Agreement, the Parties desire to impose
certain covenants, conditions, restrictions, and reservations upon the Property that will
promote and provide benefit to the City of Muskegon.
NOW, THEREFORE, to further the intentions and desires of WMD set forth in the above
Recitals, which are incorporated herein, WMD does hereby impose the following conditions,
covenants, restrictions and reservations on the Property.
1. The Property is and shall be held, transferred, sold, conveyed, leased, and occupied
subject to the restriction that any use of the Property for port operations of any kind,
including but not limited to cargo handling, container storage, loading or unloading of
freight, and related logistical support, except that the Property may be used as a port
solely for the embarking and disembarking of cruise ship and other commercial excursion
vessel passengers and associated cruise and excursion-related activities, and recreational
boat storage, service, and repair. No other port-related uses shall be permitted under this
exception. This exception shall in no way prohibit the development and operation of
private or public marina services at the Property.
2. All subsequent owners of any interest in the Property, including but not limited to a land
contract or lease interest in the Property or any part thereof (the “Successors”) are hereby
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deemed to have received record notice of the existence of this Declaration imposed on the
Successors from their grantor, seller, licensee, occupiers, lessor or predecessor in interest
in the Property.
3. The conditions, covenants, restrictions, and reservations on the Property under this
Declaration (collectively the “Restrictions”) shall be imposed upon and control the use of
the Property by the following (each an “Owner”): (a) WMD; (b) the initial purchaser
from or successor to the interest of WMD; (c) all Successors; and (d) all other parties and
persons claiming an interest in the Property. The Restrictions shall be enforceable by the
City against the Owner during such Owner’s period of seisin, title, or interest in and to
the Property.
4. The Restrictions against the Property and all rights and remedies of the City under this
Declaration shall survive and not be merged into the interests of WMD that are conveyed
to an Owner under any instrument of conveyance, assignment, or lease.
5. This Declaration and the rights and remedies of the City under this Declaration, at law or
in equity, shall run with the land.
6. All references in this Declaration to WMD or the City shall include the successors and
assigns of either Party without prior requirement of consent by any Owner.
7. The City shall have the exclusive right to enforce the Restrictions under this Declaration,
however, if the City shall fail to do so from time to time, such failure shall not act as a
waiver of the right to enforce these Restrictions as to any violation thereof. Any Owner
will require the consent of the City to remove, amend, or modify the Restriction.
8. In addition to all other remedies, the City shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any breach of this Declaration.
9. Acceptance by any Owner of an interest in any portion of the Property shall constitute the
agreement of such persons, persons, or entity of continued compliance with this
Declaration.
10. This Declaration is to be governed by and construed in accordance with the laws of the
State of Michigan. In the event that any provision of this Declaration or the application
thereof to any person or circumstance shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Declaration and the application of such provisions
to other persons or circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted by law.
City – City of Muskegon WMD – West Michigan Dock & Market
Corporation
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By: _________________________________ By: _________________________________
Name: Kenneth Johnson Name: Max B. McKee
Title: Mayor Title: President
Date: _________________, 2025 Date: _______________, 2025
By: _________________________________
Name: Ann Meisch
Title: City Clerk
Date: _________________, 2025
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Exhibit H
Profit Sharing Agreement
21
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Exhibit I
City Acquired Property Purchase Agreement
22
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REAL ESTATE PURCHASE AGREEMENT
This Agreement is made by and between West Michigan Dock & Market Corporation, a
Michigan corporation, of 560 Mart St., Muskegon, MI 49440 (“Seller”), and City of Muskegon, a
Michigan municipal corporation, of 933 Terrace St, Muskegon, MI 49440 (“Buyer”) (collectively the
“Parties”), with reference to the following facts:
Therefore, for good and valuable consideration, the parties agree as follows:
1. Sale of Premises. Subject to the terms and conditions of this Agreement, Seller agrees to
sell, convey, and assign and Buyer agrees to purchase, a portion of real estate located in the
City of Muskegon, County of Muskegon, State of Michigan (Parcel No.: 61-24-205-567-0002-
00), and further described on the attached Exhibit A, together with all the improvements,
fixtures, easements, and appurtenances associated with such Premises, but subject to all
easements, matters, and building and use restrictions apparent or of record, zoning ordinances,
and any Permitted Exceptions (collectively, the “Premises”).
2. Purchase Price and Manner of Payment. The purchase price for the Premises shall be
determined by an independent, licensed appraiser mutually selected by the Parties, whose
appraisal ("City Acquired Property Appraisal") shall be conducted at the Parties' joint expense,
with the cost allocated equally between the Parties. The Appraiser shall consider the
restrictions in Sections 4(a) and 4(b) of the Development Agreement between the Parties when
determining the value of the City Acquired Property. The Parties' obligations under this
Agreement will be contingent on the receipt of the City Acquired Property Appraisal that is
satisfactory to each Party, in its sole discretion. If either Party deems the initial City Acquired
Property Appraisal unsatisfactory, such Party shall notify the other in writing within thirty (30)
days of receipt of the initial City Acquired Property Appraisal. Upon such notice, the Parties
shall each select an additional independent, licensed appraiser. Both of the additionally selected
appraisers shall independently appraise the City Acquired Property. The final appraised value
shall be the average of the two appraisals provided by the two additionally selected
independent appraisers. The costs of the additional independent appraisals shall be shared
equally by the Parties. The final appraised value, as determined pursuant to this subsection (c),
shall be final, binding, and conclusive on the Parties.
3. Inspection Period. As used in this Agreement, the term “Inspection Period” means the
period commencing on the Effective Date and ending at 5:00 p.m., Eastern Time, on the date
that is sixty (60) days thereafter; provided, however, Buyer may extend the expiration of the
Inspection Period for up to thirty (30) days by delivering written notice to Seller prior to the
expiration of the initial 60-day Inspection Period.
4. Title; Survey; Deed Restriction.
a. As evidence of title to the Premises, Buyer shall, within fourteen (14) days following
the full execution of this Agreement, order from Transnation Title, whose address is
570 Seminole Rd #102, Muskegon, MI 49444 (“Title Company”), a commitment
(“Title Commitment’) to issue an owner’s title insurance policy insuring the Premises
in the amount of the Purchase Price, without the standard printed exceptions to the
extent the same can be removed by delivery of an executed owner’s affidavit in form
requested by the Title Company, which shall be in a form approved by the American
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Land Title Association (“ALTA”). Within thirty (30) days following the last to occur
of (i) Buyer’s receipt of the Title Commitment, and (ii) Buyer’s receipt of the Survey,
but in no event later than the end of the Inspection Period, Buyer shall notify Seller in
writing if the Title Commitment discloses any requirements, exceptions, or other
matters not acceptable to Buyer or if the Survey (defined below) is not acceptable to
Buyer (individually and collectively, a “Defect”). If Buyer fails to notify Seller of such
objections within such period, Buyer shall be deemed to have waived any objection
and accepted all exceptions. Seller shall notify Buyer within three (3) business days
after Seller’s receipt of Buyer’s objections whether or not Seller is willing to cure
Buyer’s objections. Seller's failure to respond to such objections shall be deemed an
election by Seller not to remove or cure any such title objections. If Seller fails or
refuses to remove any Defect or satisfy any requirement on the Title Commitment,
Buyer may: (y) proceed to Closing, waiving the Defect or requirement at issue; or (z)
terminate this Agreement by a written notice to Seller. The Parties shall use
commercially reasonable efforts to satisfy the requirements set forth in the Title
Commitment on or before the Closing Date. The term “Permitted Exceptions” means
(A) applicable zoning ordinances and building codes of record; (B) current taxes and
assessments not yet due and payable as of Closing; and (C) any matters and exceptions
revealed on the Title Commitment that Buyer (y) does not object to as provided herein,
or (z) initially objects to but later accepts by proceeding to Closing.
b. Survey. Buyer may, at Buyer’s expense, obtain a survey of the Premises which is
certified to Buyer, Buyer’s lender, and the Title Company insuring the transaction
along with its underwriter (“Survey”). If a survey by a registered land surveyor made
prior to Closing discloses an encroachment or substantial variation from the presumed
land boundaries or area, Seller shall have the option of affecting a remedy within 30
days after disclosure. Buyer may elect to purchase the Premises subject to said
encroachment or variation.
c. Deed Restriction. The Parties agree that the Deed (as defined below) shall include a
deed restriction that prohibits the Buyer from using the area along the perimeter of
the Premises, as depicted on Exhibit C ("Restricted Riparian Area"), in a manner that
would impede or otherwise prohibit vessel docking and launching.
5. Buyer’s Contingencies and Other Closing Requirements. Buyer’s obligation to purchase
the Premises and the remainder of Buyer’s obligations under this Agreement shall be subject
to its approval of each contingency set forth below (collectively, the “Buyer Contingencies”).
The Buyer Contingencies are for the sole benefit of Buyer. The satisfaction or waiver of each
of the Buyer Contingencies, in Buyer’s sole discretion, is a condition precedent to the Closing.
This Agreement may be terminated by Buyer upon written notice to Seller as a result of Buyer’s
disapproval of any of the Buyer Contingencies in its discretion. If this Agreement is so
terminated, neither Seller nor Buyer shall have any further liability to the other under this
Agreement.
a. Inspections. On or before the end of the Inspection Period, Buyer’s satisfaction, in
its sole discretion, with the results of all inspections of the Premises that Buyer desires,
to be performed at Buyer’s discretion and expense, including, but not limited to,
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compliance of the Premises with applicable laws, ordinances and regulations; the
physical condition of the Premises and the improvements thereon; the environmental
condition of the Premises; to determine whether any necessary zoning exceptions,
variances, or conditional use permits may be obtained; to determine whether the
Premises may be developed as intended by performing any soil compaction or other
necessary geological or engineering or architectural analysis; and to obtain necessary
governmental permits and approvals for Buyer’s intended use and development of the
Premises. The foregoing Buyer Contingency shall be deemed approved and waived by
Buyer upon the expiration of the Inspection Period, unless Buyer has previously
exercised its right of termination hereunder.
b. Documents to be Provided by Seller. Within seven (7) business days following the
Effective Date, to the extent in the possession of Seller, Seller shall deliver to Buyer
copies of the following documentation, along with such other documents as Buyer
may reasonably request within seven (7) business days of such request, all to the extent
within Seller’s possession (the “Premises Documents”), for Buyer’s review and
approval, in its sole discretion:
i. all plans and specifications, soil, engineering, environmental reports and
studies or architectural notices, studies, reports or plans, and all other reports
concerning the Premises or any portion thereof which relate to the physical
condition or operation of the Premises (collectively, the “Plans and Reports”);
ii. zoning and land use applications, site plan, land use and governmental
approvals, city resolutions, permits, licenses, entitlements and other
governmental, utility service provider and other quasi-governmental
authorizations, including any certificates of occupancy that Seller now holds in
connection with the ownership, planning, development, construction, use,
operation or maintenance of the Premises and all amendments, modifications,
supplements, general conditions and addenda thereto, and including any and
all licenses, permits, or authorizations for any well, septic system, or private
waste water treatment system on or serving the Premises (collectively, the
“Licenses”);
iii. all written guarantees, representations and/or warranties, made to or inuring
to the benefit of Seller regarding the Premises or its operation (“Warranties”).
Seller shall also cause to be delivered to Buyer copies of all written contracts
and other agreements currently in effect relating to the Premises and/or the
use thereof, together with any and all amendments, modifications or
supplements thereto (collectively, the “Contracts”);
iv. copies of any and all written notices received by Seller from any governmental
or quasi-governmental authorities with respect to (A) violations or alleged
violations of any License, law, code or regulation, including, without limitation,
any health and sanitation, fire or building codes; (B) defects or other
deficiencies in the Premises and (C) results of all inspections of the Premises;
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v. such other documents or items as Buyer may reasonably request during the
Inspection Period in connection with its due diligence investigation of the
Premises or the operation thereof.
The foregoing Buyer Contingency shall be deemed approved and waived by Buyer upon the
expiration of the Inspection Period, unless Buyer has previously exercised its right of termination
hereunder.
c. Date Down of Representations; No Breach of Covenants. All representations and
warranties of Seller pursuant to Paragraph 9 below shall be true and correct in all
material respects as of the Closing Date and, prior to the Closing Date, there shall be
no material breach of Seller’s covenants or obligations under this Agreement.
d. Title Policy. The Title Company issuing a marked-up title commitment or proforma
owner’s title policy to be issued at the Closing, along with title insurance policy
endorsements required by Buyer and to be obtained at Buyer’s expense.
6. Property Taxes; Assessments. All taxes and assessments that are due and payable at the
time of Closing shall be paid by Seller prior to or at Closing, without proration. All taxes and
special assessments that become due and payable after Closing shall be the responsibility of
Buyer.
7. Closing.
a. Closing; Closing Date. The closing of the transaction contemplated herein (the
“Closing”) shall take place on a date mutually agreeable to Buyer and Seller (“Closing
Date”) that is within fourteen (14) days following Buyer’s written notice to Seller that
Buyer is prepared to close and has waived all of the Buyer Contingencies (other than
those set forth in this Paragraph, but in no event later than [_______] (“Closing
Deadline”). Closing shall be deemed to have occurred as of 12:01 a.m. local time on
the date of the Closing Date. The Closing shall be held as an escrow closing at the
Title Company, unless otherwise agreed in writing by the parties.
b. Seller Closing Deliverables. As a condition precedent to the Closing in favor of
Buyer, Seller shall deliver or cause to be delivered the items set forth below in a timely
manner to the Title Company:
i. duly executed and acknowledged warranty deed for the Premises in the form
attached to this Agreement as Exhibit B (“Deed”);
ii. duly executed non-foreign affidavit;
iii. Real Estate Transfer Tax Valuation Affidavit;
iv. payoff letters from the holders or claimants of, or with respect to, any
monetary lien or mortgage affecting the Premises or any portion thereof that
arises from Seller’s acts or omissions;
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v. any and all transfer declarations or disclosure documents, duly executed by the
appropriate parties, required in connection with the recordation of the Deed
by any state, city, or county agency having jurisdiction over the Premises or
the transactions contemplated hereby;
vi. a duly executed closing statement setting forth the Purchase Price and closing
adjustments (“Closing Statement”);
vii. a corporate resolution of the Board of Directors of Seller authorizing the
closing of the transaction in a form reasonably acceptable to Title Company
and Seller;
viii. any other documents reasonably required by the Title Company to
consummate this transaction.
c. Buyer Closing Deliverables. As a condition precedent to the Closing in favor of
Seller, Buyer shall deliver or cause to be delivered in a timely manner to the Title
Company the following:
i. a sum equal to the Purchase Price less any credits against the Purchase Price
and other adjustments provided for in this Agreement, plus any other sums
required for costs to be paid by Buyer pursuant to the terms of this Agreement,
all in immediately available U.S. funds;
ii. a duly executed counterpart of the Closing Statement; and
iii. any executed or other documents reasonably required by the Title Company
or Seller to consummate this transaction.
d. Possession. Seller shall deliver actual physical possession of the Premises to Buyer at
Closing, free of all tenants and other occupants.
8. Costs.
a. Seller Costs. Seller shall pay (i) any documentary transfer tax, revenue tax or excise
tax (and any surtax thereon) due in connection with the consummation of this
transaction; (ii) Seller’s legal, accounting and other professional fees and expenses, and
the cost of all certificates, instruments and documents required to be delivered, or to
cause to be delivered, by Seller hereunder; (iii) fifty percent (50%) of all closing fees of
the Title Company; (iv) any and all costs, expenses or fees associated with Seller’s
paying off of any loans or liens on the Premises that arise from acts or omissions of
Seller.
b. Buyer Costs. Buyer shall pay (i) all costs incurred by Buyer in connection with its
investigation of the Premises, including site inspections or environmental audits;
(ii) Buyer’s legal, accounting, and other professional fees and expenses and the cost of
all certificates, instruments, and documents required to be delivered by Buyer
hereunder; (iii) fifty percent (50%) of all closing fees of the Title Company; and (iv)
the fees for recording the Deed.
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c. Cost of the Title Policy. Buyer shall pay the cost of the premium for the Title Policy,
including any special endorsements requested by Buyer which shall be paid by the
Buyer.
d. Other Costs. Any other costs of the Title Company or of closing pertaining to this
transaction not otherwise expressly allocated among the Parties under this Agreement
shall be apportioned in the manner customary in Muskegon County.
9. Representations and Warranties of Seller. Seller represents and warrants to Buyer that the
following matters are true and correct as of the execution of this Agreement and also will be
true and correct as of the Closing Date.
a. Organization; Authority; Enforceability; Conflict. Seller is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Michigan. This Agreement and all the documents and items to be executed and
delivered by Seller pursuant to the terms of this Agreement (i) have been or will be
duly authorized, executed and delivered by Seller; (ii) are or will be legal and binding
obligations of Seller as of the date of their respective executions; (iii) are or will be
enforceable in accordance with their respective terms (except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, moratorium and
other principles relating to or limiting the rights of contracting parties generally); and
(iv) do not, and will not as of the Closing Date, violate any provision of any agreement
to which such Seller is a party, any of such Seller’s organizational documents or any
existing obligation of or restriction on Seller under any order, judgment or decree of
any state or federal court or governmental authority binding on Seller.
b. Condition of Premises; Compliance with Laws. To Seller’s knowledge, there are
no violations of any applicable laws, moratoria, initiative, referenda, ordinances, rules,
regulations, codes, standards, judgments, orders, directives, injunctions, writs or
decrees promulgated by any federal, state or local governmental body or by any quasi-
governmental body having authority over Seller or the Premises or the operations
thereof (collectively, “Laws”), and Seller has not received written notice of any such
violations.
c. Accuracy of Information. To Seller’s knowledge, the information provided to Buyer
is true in all material respects and include complete copies (or summaries, with respect
to verbal leases or contracts) of all material documents, contracts, warranties, licenses,
and schedules with respect to the Premises that are in Seller’s possession, and there
are no other written material agreements or understandings to which Seller or any of
its affiliates are a party or are bound relating to the Premises or their operation or use
in Seller’s possession other than as delivered or disclosed in writing to Buyer or
disclosed on the Title Commitment.
d. Litigation; Condemnation. There are no (i) actions, suits or proceedings pending or,
to Seller’s knowledge, threatened before or by any governmental authority or other
person, against or affecting Seller, any of its affiliates or the Premises or (ii) to Seller’s
knowledge, proposed or threatened eminent domain or similar proceedings which
would affect the Premises in any manner whatsoever.
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e. CC&Rs. Seller has received no notice or complaint with respect to any violation of
any covenant, condition or restriction applicable to the Premises.
f. Hazardous Materials. To Seller’s knowledge, other than the restrictions imposed by
a certain Declaration of Restrictive Covenant for a Restricted Nonresidential (MDEQ
Reference No.: RC-RRD-201-18-041), which is recorded at Liber 4184, Page 454 of
the Muskegon County Register of Deeds ("Restrictive Covenant"): (i) there has been
no release or threatened release of hazardous substances or hazardous materials (as
those terms are defined in all applicable environmental laws) on, from, or onto the
Premises; (ii) the Premises is not a “facility”, as defined under applicable Michigan
Laws, and is not subject to any environmental restrictions, easements, or other
encumbrances; (iii) there are no underground storage tanks located at or under the
Premises; and (iv) Seller has not received any notice, claim, demand, or other
communication, written or oral, alleging that the Premises is or may be contaminated,
subject to environmental restrictions, easements, or other encumbrances, that the
Premises is or may be in violation of any applicable environmental laws, or that the
Premises is the subject of any investigatory, remedial or cleanup action, order, or
directive.
g. Third Party Consents. Seller has the full right and authority to consummate the
transactions contemplated by this Agreement, including, without limitation, assigning
to Buyer the Warranties, Licenses, and Contracts, pursuant to the terms and conditions
contained herein and no consents from third parties are required in connection
therewith. No approval, authority, or consent of, or filing by, Seller with, or
notification to, any federal, state, or local court, authority, or governmental or
regulatory body or agency or any other corporation, limited liability company,
partnership, individual, or other entity is necessary (a) to authorize the execution and
delivery of this Agreement or any of the related agreements by Seller; or (b) to
authorize the consummation of the transactions contemplated by this Agreement or
any of the related agreements by Seller.
h. Foreign Person. Seller is not a “foreign person” within the meaning of
Section 1445(f)(3) of the United States Internal Revenue Code of 1986. Neither Seller
nor any of its investors, affiliates or brokers or other agents (if any), acting or benefiting
in any capacity in connection with this Agreement is a Prohibited Person. “Prohibited
Person” means any of the following: (A) a person or entity that is listed in the Annex
to, or is otherwise subject to the provisions of, Executive Order No. 13224 on
Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (B) a
person or entity owned or controlled by, or acting for or on behalf of any person or
entity that is listed in the Annex to, or is otherwise subject to the provisions of, the
Executive Order; (C) a person or entity that is listed as a “specially designated national”
or “blocked person” on the most current list published by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) at its official website
www.treas.gov/office/enforcement/ofac; (D) a person or entity that is otherwise the
target of any economic sanctions program currently administered by OFAC; or (E) a
person or entity that is affiliated with any person or entity identified in subsection (A),
(B), (C) and/or (D).
Page 251 of 295
No representation or warranty made by Seller in this Agreement shall merge into any
instrument of conveyance delivered at the Closing, but shall survive the Closing.
10. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller
that the following matters are true and correct as of the execution of this Agreement and
also will be true and correct as of the Closing Date:
a. Organization. Buyer is a municipal corporation, duly organized, validly existing and
in good standing under the laws of the State of Michigan.
b. Authority; Enforceability; Conflict. This Agreement and all the documents to be
executed and delivered by Buyer to Seller or Title Company pursuant to the terms of
this Agreement (i) have been or will be duly authorized, executed and delivered by
Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their
respective executions; (iii) are or will be enforceable in accordance with their respective
terms (except to the extent that such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium and other principles relating to or limiting the
rights of contracting parties generally); and (iv) do not, and will not at the Closing
Date, violate any provision of any agreement to which Buyer is a party, any of Buyer’s
organizational documents or any existing obligation of or restriction on Buyer under
any order, judgment or decree of any state or federal court or governmental authority
binding on Buyer. This Agreement has been duly authorized by all requisite action on
the part of Buyer and the individual executing this Agreement on behalf of Buyer has
full power and authority to legally bind Buyer.
No representation or warranty made by Buyer in this Agreement shall merge into any
instrument of conveyance delivered at the Closing but shall survive the Closing.
11. Right to Enter Premises. Buyer and its agents and contractors shall be afforded the right
and opportunity, at Buyer’s sole cost and expense, to enter onto the Premises for the purpose
of making such tests and inspections as Buyer deems necessary in connection with its
investigation of the Premises and all improvements thereon, including, without limitation,
inspections and evaluations of the physical condition of the Premises and the improvements
thereon, a Phase I environmental site assessment (ESA), a Phase II ESA, or any other
environmental inspections, samplings, drillings, borings, or testing of any kind. Buyer agrees
to keep the Premises free from any liens arising out of any work performed, materials
furnished or obligations incurred by or on behalf of Buyer with respect to any inspection,
testing or visits of the Premises. If any such lien at any time shall be filed, Buyer shall cause
the same to be discharged within twenty (20) days thereafter by satisfying the same or, if Buyer,
in its discretion and in good faith determines that such lien should be contested, by recording
a bond.
If this Agreement fails to close for any reason, Buyer shall repair any damage to the
Premises caused by Buyer, its agents, or Buyer’s activities on the Premises, and shall return the
Premises to the condition it was materially in before Buyer’s activities on the Premises, unless
such damage was caused by Seller or its representatives or agents.
Page 252 of 295
Notwithstanding the foregoing, Buyer’s rights under this paragraph are subject to the
following limitations, covenants, and agreements: (i) prior to any entry onto the Premises by
Buyer or its agents, Buyer shall give Seller notice at least one (1) business day before
conducting any inspections on the Premises, and a representative of Seller shall have the right
to be present when Buyer or its representatives conducts its or their investigations on the
Premises; and (ii) Buyer shall comply with all applicable federal, state, and local laws, statutes,
rules, regulations, ordinances, and policies in conducting any of its inspections or testing of
the Premises.
12. Indemnification by Seller. Seller hereby agrees to indemnify, defend, and hold harmless
Buyer (including the Buyer’s officers, directors, employees, advisors, accountants, and
attorneys) from and against any losses, damages, costs and expenses (including attorney fees)
resulting from (i) any claims, demands, causes of action, liabilities and obligations of any kind
or description arising from facts or circumstances occurring before the Closing, or (ii) any
inaccuracy or breach of any representation, warranty, or covenant of Seller contained herein.
13. Real Estate Commission. Buyer and Seller both acknowledge and agree that no agent,
broker, salesperson, or other party is entitled to a real estate commission upon the Closing of
this sale. Buyer and Seller 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. Notice. 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 e-mail; (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 e-mail; one day after depositing with a nationally
recognized overnight delivery service; and three days after sending by first class, registered, or
certified mail. Notices shall be sent to the parties as follows:
To Seller: To Buyer:
c/o Max McKee c/o Jonathan Seyferth
560 Mart St. 933 Terrace St.
Muskegon, Michigan 49440 Muskegon, Michigan 49440
Email: MMcKee@sandproductscorp.com Email: jonathan@shorelinecity.com
with a copy to: with a copy to:
_____________________ City Attorney
_____________________ 601 Terrace Street, Suite 200
_____________________ Muskegon, Michigan 49440
Attn: ________________ E-mail: brennen@parmenterlaw.com
15. Operating Covenants; Final Walkthrough Inspection. From the Effective Date until the
Closing or earlier termination of this Agreement: (a) Seller shall continue to maintain the
Premises in good condition and repair and to operate the Premises and pay for all expenses in
Page 253 of 295
a manner similar to its operation prior to the execution of this Agreement, including, without
limitation, to the providing of insurance, management, maintenance and services in the
ordinary course; (b) no leases, rental or use agreements, service contracts, restrictions,
declarations, agreements or options shall be entered into, amended, or terminated without
Buyer’s prior written consent, not to be unreasonably withheld; (c) Seller shall promptly
furnish Buyer copies of (i) all notices of violation by Seller or the Premises of federal, state or
municipal laws, ordinances, regulations, orders, or requirements of departments of housing,
buildings, fire, labor, health, environment or other federal, state or municipal departments or
other governmental authorities, (ii) disputes with adjacent land owners and other third parties,
(iii) all notices of any changes in assessed value and/or taxes for the Premises and (iv) any
material matter, claim, threat, or complaint threatening to adversely affect the Premises or
Seller of which Seller has knowledge or received notice; and (d) Seller shall not market the
Premises for sale or otherwise accept or negotiate any offers for sale or refinancing.
On the day prior to the Closing Date, or such other date and time as mutually agreed
by Seller and Buyer, Buyer shall be entitled to conduct a final walk-through inspection of the
Premises to inspect the Premises and to ensure that the Premises is in substantially the same
state and condition as it was on the Effective Date, that no material damage has occurred to
the Premises between the end of the Inspection Period and such final walk-through inspection,
that all representations and warranties of Seller pursuant to Paragraph 9 with respect to the
physical condition of the Premises and improvements thereon continue to be true and correct
in all material respects, and that any repairs agreed to be made by Seller to the Premises prior
to Closing have been completed (the “Final Walk-Through Inspection”).
16. Condition of Premises. Buyer acknowledges and agrees that Seller is selling and conveying
the Premises to Buyer, and Buyer is accepting and purchasing the Premises, “AS IS, WHERE
IS”, and that, except for the representations and warranties of Seller provided in this
Agreement.
17. Miscellaneous Provisions.
a. Incorporation of Prior Agreements. This Agreement contains the entire
understanding of Buyer and Seller with respect to the subject matter hereof, and no
prior or contemporaneous written or oral agreement or understanding pertaining to
any such matter shall be effective for any purpose. No provision of this Agreement
may be amended or added to except by an agreement in writing, expressly stating that
such agreement is an amendment of this Agreement, signed by the parties to this
Agreement or their respective successors in interest.
b. Attorney Fees. In the event any action or proceeding is commenced to obtain a
declaration of rights hereunder, to enforce any provision hereof or to seek rescission
of this Agreement for default contemplated herein, whether legal or equitable, the
prevailing party in such action will be entitled to recover its reasonable attorney fees
in addition to all other relief to which it may be entitled therein.
c. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and to their respective transferees, successors, and
assigns.
Page 254 of 295
d. No Third Party Beneficiaries. This Agreement is made and entered into solely for
the protection and benefit of the parties and their successors and permitted assigns.
No other person shall have any right of action hereunder.
e. Governing Law. This Agreement shall be construed in accordance with and governed
by the internal laws of the State of Michigan without giving effect to any “conflict of
law” rules of such state.
f. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which, when taken together, shall
constitute one and the same instrument. Executed copies hereof may be delivered by
email or other electronic means and upon receipt will be deemed originals and binding
upon the parties hereto, regardless of whether originals are delivered thereafter. The
parties further agree that the electronic signature, whether digital or encrypted,
including a digital signature delivered via DocuSign or Adobe Sign, of a party on this
Agreement or any of the closing documents referenced herein shall be deemed an
original signature having the same legal effect as its manual signature.
g. Interpretation; Construction. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be valid under applicable law, but, if any
provision of this Agreement shall be invalid or prohibited thereunder, such invalidity
or prohibition shall be construed as if such invalid or prohibited provision had not
been inserted herein and shall not affect the remainder of such provision or the
remaining provisions of this Agreement. The language in all parts of this Agreement
shall be in all cases construed simply according to its fair meaning and not strictly
against the party that drafted such language. Section and paragraph headings of this
Agreement are solely for convenience of reference and shall not govern the
interpretation of any of the provisions of this Agreement.
h. Exhibits; Schedules; Recitals Verified. All Exhibits attached hereto are
incorporated herein by reference. The Recitals to this Agreement are hereby stated to
be true and correct and are incorporated herein by this reference.
i. Waiver by a Party. The waiver of any contingency, representation, warranty,
covenant, or other matter or provision hereof may only be made in writing (including
electronic mail) by the party benefited by the same.
j. Further Assurances. In addition to the actions recited herein and contemplated to be
performed, executed and/or delivered hereunder, Buyer and Seller agree to perform,
execute and/or deliver or cause to be performed, executed and/or delivered any and
all such further acts, instruments and assurances as may be reasonably required to
consummate the transactions contemplated hereby.
k. Default; Injunctive and Equitable Relief. In the event all conditions precedent to
Buyer’s obligation to close have been satisfied or otherwise waived and Buyer fails to
close by the Closing Deadline and Seller is not otherwise in default hereunder, such
default not being cured within seven (7) days after Buyer’s receipt of written notice
thereof from Seller, then Seller may either (a) terminate this Agreement as Seller’s sole
Page 255 of 295
and exclusive remedy against Buyer and neither party shall have any further obligations
hereunder except as expressly survives the termination of this Agreement, or (b)
pursue a claim for damages arising from Buyer’s default and breach of this Agreement.
Seller hereby waives and releases any right to (and hereby covenants that it shall not)
sue Buyer for specific performance of this Agreement. In the event of a default or
breach by Buyer of any of Buyer’s covenants, representations, or warranties set forth
in this Agreement but not described above in this paragraph (m), Seller shall be entitled
to pursue any right or remedy available under applicable law.
Seller and Buyer hereby agree that the Premises are of a special and unique
character which gives it a peculiar value, and that Buyer cannot reasonably or
adequately be compensated in damages in an action at law if Seller breaches its
obligations under the Agreement. Therefore, Buyer shall be entitled to injunctive and
other equitable relief (including, without limitation, the right to specifically enforce
Seller’s obligation to sell the Premises) in the event of such breach, in addition to any
other rights or remedies which may be available to Buyer at law or in equity.
l. Business Days. As used in this Agreement, a “business day” shall mean a day other
than Saturday, Sunday or any day on which banking institutions in Muskegon County,
Michigan, are authorized by law or other governmental action to close. All other
references to “days” or “calendar days” in this Agreement shall refer to calendar days.
If any period expires or delivery date falls on a date that is not a business day under
this Agreement, such period shall be deemed to expire, and such delivery date shall be
deemed to fall on the immediately succeeding business day.
m. Survival. All covenants, representations, and indemnities set forth in this Agreement
shall survive the Closing or any termination of this Agreement.
n. Review by Legal Counsel. Seller acknowledges that this Agreement was prepared
by Parmenter Law, legal counsel for Buyer, on behalf of Buyer only; that Parmenter
Law does not represent Seller in this transaction; and that Seller is strongly advised to
seek (and has had an adequate opportunity to seek) advice from independent legal
counsel with respect to their rights, the execution of this Agreement, and the
consummation of the purchase of the Premises.
Page 256 of 295
The parties have executed this Agreement to be effective as of the Effective Date.
Seller – West Michigan Dock & Market Buyer – City of Muskegon, a Michigan
Corporation, a Michigan corporation municipal corporation
______________________________ _______________________________
By: Max McKee By: Ken Johnson
Its: President Its: Mayor
Date: ______________ Date: ______________
_______________________________
By: Ann Meisch
Its: Clerk
Date: ______________
Page 257 of 295
Exhibit A
Description of Premises
The following Premises are located in the City of Muskegon, County of Muskegon, State of
Michigan, and legally described as follows:
Parcel No.:
Page 258 of 295
Exhibit B
Warranty Deed
Page 259 of 295
Exhibit C
Restricted Riparian Area
Page 260 of 295
Exhibit J
Restricted Riparian Area
23
Page 261 of 295
DECLARATION OF RESTRICTIONS
This Declaration of Restrictions (“Declaration” is hereby declared, imposed, and made
effective as of the ________ day of ______________, 202__ by West Michigan Dock and
Market Corporation (“WMD”), whose address is 560 Mart St., Muskegon, MI 49440, and the
City of Muskegon (the “City”), whose address is 933 Terrace St., Muskegon, MI 49440
(individually a “Party,” together the “Parties”).
RECITALS
A. The Parties have entered into a Development Agreement that includes the purchase, sale,
and leasing of various real property between the Parties. As an integral part of the
Development Agreement, cessation of certain activities on the Property is required.
B. The City is the owner of certain real property and improvements situated in the City of
Muskegon, County of Muskegon, and State of Michigan more particularly described on
Exhibit A, attached hereto and made a part of this Declaration (the “Property”).
C. To facilitate and implement the Development Agreement, the Parties desire to impose
certain covenants, conditions, restrictions, and reservations upon the Property that will
promote and provide benefit to the City of Muskegon.
NOW, THEREFORE, to further the intentions and desires of the City set forth in the
above Recitals, which are incorporated herein, the City does hereby impose the following
conditions, covenants, restrictions and reservations on the Property.
1. The Property is and shall be held, transferred, sold, conveyed, leased, and occupied
subject to the restriction that any use of the Property shall not at any time be used,
occupied, or permitted to be used in any manner that unreasonably impedes or prohibits
vessel docking or launching within the riparian area along the southwestern shoreline of
the Property. This restriction shall not apply to the riparian area along the northwestern
shoreline of the Property or the appurtenant riparian rights thereto. This restriction is
intended to run with the land and shall be binding upon all successors and assigns.
2. All subsequent owners of any interest in the Property, including but not limited to a land
contract or lease interest in the Property or any part thereof (the “Successors”) are hereby
deemed to have received record notice of the existence of this Declaration imposed on the
Page 262 of 295
Successors from their grantor, seller, licensee, occupiers, lessor or predecessor in interest
in the Property.
3. The conditions, covenants, restrictions, and reservations on the Property under this
Declaration (collectively the “Restrictions”) shall be imposed upon and control the use of
the Property by the following (each an “Owner”): (a) the City of Muskegon; (b) the initial
purchaser from or successor to the interest of the City of Muskegon; (c) all Successors;
and (d) all other parties and persons claiming an interest in the Property. The Restrictions
shall be enforceable by WMD against the Owner during such Owner’s period of seisin,
title, or interest in and to the Property.
4. The Restrictions against the Property and all rights and remedies of WMD under this
Declaration shall survive and not be merged into the interests of the City that are
conveyed to an Owner under any instrument of conveyance, assignment, or lease.
5. This Declaration and the rights and remedies of WMD under this Declaration, at law or in
equity, shall run with the land.
6. All references in this Declaration to WMD or the City shall include the successors and
assigns of either Party without prior requirement of consent by any Owner.
7. The City shall have the exclusive right to enforce the Restrictions under this Declaration,
however, if the City shall fail to do so from time to time, such failure shall not act as a
waiver of the right to enforce these Restrictions as to any violation thereof. Any Owner
will require the consent of the City to remove, amend, or modify the Restriction.
8. In addition to all other remedies, WMD shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any breach of this Declaration.
9. Acceptance by any Owner of an interest in any portion of the Property shall constitute the
agreement of such persons, persons, or entity of continued compliance with this
Declaration.
10. This Declaration is to be governed by and construed in accordance with the laws of the
State of Michigan. In the event that any provision of this Declaration or the application
thereof to any person or circumstance shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Declaration and the application of such provisions
to other persons or circumstances shall not be affected thereby, but rather shall be
enforced to the greatest extent permitted by law.
Page 263 of 295
City – City of Muskegon WMD – West Michigan Dock & Market
Corporation
By: _________________________________ By: _________________________________
Name: Kenneth Johnson Name: Max B. McKee
Title: Mayor Title: President
Date: _________________, 2025 Date: _______________, 2025
By: _________________________________
Name: Ann Meisch
Title: City Clerk
Date: _________________, 2025
Page 264 of 295
Exhibit K
Restrictive Covenant
24
Page 265 of 295
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or Michigan tsofEnvironmental
Department
entitieson
ibehalf. its
successor
Quality, and
entities,
persons acting
"Owner"
means
thereof. at
any time
given the
then
current
title
holder
of
the or
Property
any
portion
means
"Remedy"
and construction,
installation,
maintenance,
operation, and
implementation
monitori
of, any
and associated
with:
investigation
other aHydraulic
(a) be
to Control as
System
addressed
underdescribed
NFA
the in
the
NFA
Report (b)
any
does
not response
includeactivity
required
on
t he causeda Report.
new
"Remedy"
anOwner. any response
activity
Property by developmen
by
Allother
201terms
of used
in
this which
documentare in
defined
Part
3, of
the
Definitions,
NREPA;
Part the
299.5101
et or
NREPA,
shallthe
have Part
the 201
sameAdministrative
in Rules
this 201
("Part
document
as
inParts
3and1990
201AACS
Rules"),
oftheR
NREPA
andthe seg.,
Part
201 as
of
Rules,the meaning
date
of this
of Covenant.
Restrictive
filing
NOW THEREFORE,
of
Land
DeclarationUse
or Use
Resource
Restrictions
Pursuant
to
betweenSections
20120a
MichCon of
DTE NREPA
and
and the
WestAccess
Settlement
Dock dated
Agreement,
and
Market June
18,
2004,
West (now
Dock
and Gas)
Market Michigan
560
(WMD), Mart, Corp.
MI ("Agreemen
4and
9440, declares
and Michigan
covenants
the
that Corp.
shall
be to
the Muskegon. hereby
restrictions
following conditions
Property subject
1.
TheOwner areas
that
acknowledges
in contained
of within
the of
the
boundary
concentrations
which are
Property
the
known
tocontain
ofhazardous
substances
Section orexcess
and the
have been
not satisfy
remediated
asof date
the of of
requirements
this 20120a(1)(a)
Restrictive
Covenant. (17) filing
2.T he
Owner
shall all
uses
prohibitof
inthe are
that
Property
20120a
of not
Part with
the
compatible
201
of as
nonresidential
orother
useland
that
isuse
not asdefined
category
with
the
consistent Sectionbasis
and for
the NREPA,
criteria amended,
established
to 20120a.
Section the assumptions
Specifically land
uses
residential
prohibited but
is
include,
may pursuan
not
limited
tohomes
and and
condominiums,
surrounding
yards, where live
people
apartments and for
sleep
of
significant
the
time.
periods
Government
criteria
Cleanup
Documents of
the
section
for
land
State
of
remedial
use-based
Library. plansin
actionare
located
Michigan
3. Unless
(tA) first
otherwise MDEQ.
by
approved Owner
the shall the
followin
prohibit
on
activities
he
Property:
3
P
F.
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OFDEEDS
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Page 268 of 295
i.criteria
use
any ofthe
nonresidential that
is
Property
establishedtonot
consistent
Sectionwith
the and
basis
assumptions ofthe
ii. use
not pursuant
consistent
with
other 20120a:
criteria established to
Sectiona ny
20120a; subsequently pursuant
iii. use
any determined
to
beunacceptable to
according 3(B)
paragraphsand of
3(C)this
Restrictive
Covenant,
iv. use
of located
under
the and construction
ofwells
or
other aextract
devices
to ny groundwater
for
groundwater Property
consumption, any
irrigation, or
dewatering,other
any use,
for
wells
except and
devicesare
that of
partaresponse or
activity
any ae
dewatering
by nasement
holder
that
is tomaintain
necessary
corridor
onthe so or
as a
repair
such located
utility
easement within
holder a
with easement
utility
Part
201of or
utility
NREPA
and
the
Part
201 Property,
and
Rules, long
an
develops complies
health
and
appropriate safetyfor
plan in
involved
persons such
and
activities;
v. any of
structures
below
the
elevation
of
thesurface
soils
that
are
of construction
capable
being
occupied.
With
(B) to
future
respect ofthe
use(s) Owner
the
Property, shall
in an
conduct
appropria
soils
and
evaluation
of
the
in risks
potential
order from
assure
to that to
contaminants
exposure to the
present subsurface
does
not
contaminants occur.
The
groundwater,
evaluation
shall
be
consistentunacceptable
with
Section exposure
20120a
of
Part
201of
NREPA. control
measures
that
areidentified
to
be to
necessary
prevent Appropriate
unacceptable shall
exposurebeincorpora
into
the and
construction
plans In the
Owner
addition,
implemented. M CLshall conduct
timelyandand
thefile
a
baseline
environmental
assessment
Administrative
Rules
for
Part to
orthe
extent
permitted
by
amendments 324.20126(1)(c
and ifederal if
tscounterpar
201,any thereto,
by any.
(C) the
Notwithstanding of
provisions 3(A)
(v.),
paragraph in
construction
and
occupancy
of
areas
that
are
above
the ofthe
surface
elevations soils
areasare
allowed
of as as
longaareintrusio
vapor above
risk
evaluation
the is
elevations
ofthe and
surfaceso
completed,
soils.as
longthe
Structurescapable
below
the being
of occupied
elevation
the
surfaceentirely
soils
that
are
of
capable
being are
occupied Construction
prohibited.
ont he of
and foundations,and
related
utilities,
maintenance
structural
the of
surfacebuildings
components
soils
into
areas
of property
subsequent
soil
without
contaminated suchthereof,
risk mayso
penetrate
as
such doesnot existing
interfere
with of
the and evaluatio
so
and
NFA,
long
as activity
or manhole
utility in
usedconnection
withsuch
any Remedy
implementation
structural is
component long
located
any
sump
outside
of
anyoccupied The
structure.
building to
beu
elevations sed
as
referencefor
any
points
be
construction
to in
completed this
with
compliance section
are
involved
in those in
shown 2.
Ahealth
Exhibit
construction
and
maintenan
and
safety shall
plan be
assure of for
developed
persons
workers toallsubsurface
worker laws.
activities
to protection pursuantapplicablesafety
The
(D) Owner
shall notice
written
provide to
the
MDEQ, and
Remediation
Redevelop
would
or
and
Division, an
provideoat to
pportunityand
reviewapproveconstruction
any that
plans
to
DTEGas
interfere
with
theRemedythe Thewritten
Property. notice
with
a
constructioncopy
provided
shall
be least
at
provided 90days to
any
prior activity.
The
(E) Owner
shall with
comply its
due
care
obligationsto
pursuant 20107a
Section of
4
MARK
F.
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NREPA.
4. Remedial
Interference
with ofActions.
The shall
Owner
is on
activities
prohibit the
Propert
that
mayinterfere
the with element
any
of the or
Remedy
and otherwise
maintenance to
the
contraryAgreement
or measures
other
including
toassure
the operation
performance
effectiveness
and of activities,
the monitoring,
unless to in
necessary
the are
Remedy addressed
Section
per 3(D). Remedy
integrity changes
agreement
5.
onC ontaminated
Soil
in The
Owner
Management.
accordance
the shall all
manage media
soils,
of
Sectionand/or
debris
20120c
of
the
located
the
PartProperty
Hazardous
Wastewith applicable
oftherequirements
Subtitle
Cof Resource
the
NREPA; Ill,
Conservation
and 42Management,
U.S.C.
SectionNREPA;
6901 the rules
administrative
Act,
Recovery
and
all
other
relevant
state
and ets;
laws.
federal
thereunder;
promulgated
6.Access.
The
Owner
shall
and ntDTE
to Gas
access
to Pro
the
the as
rt rovided
in
the
at
andto
Agreement,
reasonable
timesthe
forMDEQ
the its
of designated
and to
enter
representatives
right
the the
condition
of Property
the
the to purpose
take
samples, the monitoring
determiningofthe and,
Remedy groundwat
records
including
right
and
thereto,
relating to
performinspect
operation
actions
any tomaintain
necessary inspect
with
complianceany
201.
Part
7.Ninotice.
interest The
Owner
shall
rovide
notice
tothe
MDEQof
the
Owner's
intent
to
transfer
any Athe
conveyance.
at
least
Property
of fourteen
title,
conveyance
Owner
business
(14)
or
other
easement, days to
prior
interest
in
the the
consummating
shall
Property
for not
be
with
the
consummated
terms
and the
by
conditions
of without
this and
adequate
Restrictive complete
and
Covenant
the provision
compliance
ofSection
20116
of
NREPA.
the Thenotice to
be
requiredm ade
to
the
MDEQapplicable
provisions
under
this shall
Paragraphbe
made
to:
Director,
MDEQ, P.O.
Box30473,
Lansing,
Michigan
of
thisand include
shall
48909-7973; a
Restrictivestatemen
Covenant.
A of
that
the
notice
is
Restrictivemade
being to
itsthe
pursuant requirements
be
shall to when copy
such
this
notice
andto Covenant,
allfuture exhibits,
including MDEQ
peasement
rovided providing
and
transfer
the owners,
the successors,
heirs,
interest. lessees, holders,
assigns,
by transferring
person
8.
theTermandEnforcement
and
shall
be ofRestrictive
on
the This
Covenant.
future and Covenant
Restrictive
all shall
current
and run
future
withProperty binding
easement Owner;
their and owners;
their
authorized or
successors,
lessees,
under
theirholders,
direction
and assigns,
This agents,
Restrictive
control. Covenantemployees,
bem odified
persons
or acting
rescinded
with
thewritten of
MDEQand
DTEGas. mayonly
approval
TheState
ofMichigan, the
through DTE
and
MDEQ, Gas enforce
may the
restrictio
set
this
forth
in Restrictive legal of
Covenant
by in
acourt
action competent
jurisdiction.
If
9.Severability.
any of
this
provision Covenant
Restrictive is
held
to
beinvalid
byany
court
of
competent the ofsuch
invalidity
jurisdiction, shall
provisionnot
affect
the of
validity
and
in any
full
force
other and
all
hereof,
provisions such
other shall
continue
provisions unimpaired
and
effect.
5
MARK
F.
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Page 270 of 295
10. to
Execute
Restrictive
Covenant
theRestrictive
Authority
is or
hasCovenant.
the The
undersigned
written person
of
the this
executing
Owner
and
the
of as
a Owner,
holder
of
a express
interest
whose permission
interest
be
a ffected
t his City
Restrictiv
Muskegon
Covenantandlegal
certifies
that
he
or
she
is may by
authorized
and
has
been to
empowered
represents
execute
and
deliver
this duly
Restrictive
Covenant.
POF
F.
MARK DEEDS
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MASWIMMWWWWhabillli
Page 271 of 295
has this
caused
WCovenant
IN ITNESS
to
be West
WHEREOF,
on A Dock
his
executed
Restrictive
&Market
tMichigan
day Company
it\
ofMarc,2019.
West Dock
&Market
MichiganCompany
By:Signature
Name:
Print
or Name
Type
its:
Title
OF
MMICHIGAN
STATE
COUNTY
OF USKEGON
& &2b?by
Theforegoinginstrumentwasacknowled
of
West Dock
Michigan aMichigan
&Market of
the
behalf
corporatio
Corporation
Company,
Public
Notary
Name CO7 01<
inMak a county,11'
Commissioned
Commission
My Expires:
a
Drafted
by when
nd
to:
return
recorded
E.
Vincent
Buening
Environmental
TRC Corporation
Place
Eisenhower
1540
Ann MI
Arbor,48108
7
FOF
P.
MARK DEEDS
REGZSTER 4184
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AIRCHILD
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Muskegon
0445650192
AIMYOMERMWWWhilIII
Page 272 of 295
EXHIBIT
1
Legal and of
the
Description
Survey
Property
MARK
F.
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Michigan
0445650192
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Page 273 of 295
PROPERTY
NFADESCRIP'nON
Lot9
That of
part
North, L
16ot
9,B
West,lock
563
ofofthe
Revised
Plat
of1903,SectionTown
19, 10
described
as:
Range
COMMENCING
at the CityM uskegon,
Southernmost Muskegon
corner
ofs aid County,
Block
563;Michigan,
North
thence 40046'05
West
461.33
said
Lot feet the
along
thence line
Easterly
South of
34o28'55"3
West rd
Street
68.24 to
feetthe line
Southeaster
saidline of
tothe
9;line
ofs aid
Lot
9;tthence
North along
40045'05"
West feet
408.08 the
along
Southwesterly
line
ofs
Southwesterly aid
Lot
9to he
PLACE
OF thence
BEGINNING; 28019'0
North
East
480.49
Lots
9and 10
Lot thence
feet;
of North
said 51013'17"
Block West531.47
thence
Northfeet
41o56'01"
Westline
the
along 240between
feet said
moreor
less
to
the of
shore Mto 563;
thence
Lake;
uskegon traveling the
along ordinarywater
high
line
of
M
from
the Lake
uskegon
of a which
point is
South
thence l ocated
North
40045'05" 40o45'05"
East
150.00 West
to
feet 150.00
the feet
of
place
beginning.b eginning; place
6.5
acres
more
orleSS F.
HARKFOF
AIRCHILD
REGISTER Liber:
DEEDS 4184 464
Page:
9of109:43
3 AM
P63/27/2819
AGE:
Couniv
HuskegonRichigan
0449656192
AlllMAl MMIZ55'Whabilil
BRBEAANKKE
R
240'
W
N41*S6'01"
TERRACE
DRIVE
POINT
(AN PUBUC
86'
MIDE
OF
RIGHT
WAY)
o
BETWEEN
LINE
9&10.,
LOTS
MART
DOCK
PROPERTY /
LOT
9
SHORE
OF
MUSKEGON
LAKE AS-8UILT
SLURRY
WALL
AND
(FUNNEL)
GATE
SEALS
9&10/
LINE
BETWEEN
LOTS
150.00'
N40o45'OS"
W
POINT
OF
0.'\ EASTERLY
LINE,
'I'y6 THIRD
STREET
461.33'
W
N40"46'05"
=200
1"
SCALE: 4/
68.24'
W S
S34*28'55" MOST
CORNER
OUTH
563
BLOCK
c*
FIELD
SURVEY
BY:
M&B BY: SJG Prepared
CHECKED
OFFICE By:
INFo: MOore+Bruggink
2DRAwn
av: MDJcourAcr Consulting
sgreen@mbce.com
in2020 Engineers
Ave.
Monroe
2DATE:
SEPTEMBER NO.:
PROJECT
2018
27. gBGrand 49505
MI
Rapids,
363-9801
023038.4 (616) mailbox@m
Page 274 of 295
2
EXHIBIT
Surface
Ground to
be
Maintained
Elevationon
the
Property
P.
MARK
FOF
REGISTER
DEEDS
County
4184
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10
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Muskegon f3AR
1
AGE:
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044SS60192
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Page 275 of 295
as.
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bolt.
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sy: 83).
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in
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relative fourth
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tracks.
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to U.S top
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NOTFS:
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most Alr Pt
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EXHIBIT information
1929
is
Notional 587.29
American
coordinate
Survey
the
hyd. signal
walkway
587.89
587.35
Yard
Light
shoreline,
wide Phone
nearest Clean
on
of
Monitor
2 SCALE
IN in topographical
West
Feet.
of Marina.anchor
base,
located
marker
West Pole
Light Bit
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Riser Curb
vv 125 (NGVD
U.SDatum
systern
in ?
of (under
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(YL.)(Co)
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sEPTEMBER the S. NW side
located
"W(ploque),
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sosoes.oooo
201e information
1983
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Page 276 of 295
3
EXHIBIT
Extent
of
Dense Phase
Non-Aqueous
Liquid
FOF
F.
MARKDESDS
REGISTER
4184
AIRCHELD
P o454
Page:
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121
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044County
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EXHIBIT
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REGISTER 4184
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AIRCHILD 455
Page:
3of
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AGE:
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County
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Page 281 of 295
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Liber:
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Page 282 of 295
Exhibit L
Option Agreement Neighboring Property
25
Page 283 of 295
REAL ESTATE OPTION AND SALE AGREEMENT
THIS REAL ESTATE OPTION AND SALE AGREEMENT (“Agreement”) has been
made as of November 26, 2025 (“Effective Date”), by and between VERPLANK DOCK CO., a
Michigan corporation, of 705 West Second Street, PO Box 8, Ferrysburg, Michigan 49409
(“Seller”), and WEST MICHIGAN DOCK & MARKET CORPORATION, a Michigan
corporation, of 560 Mart Street, Muskegon, Michigan 49440 (“Buyer”). Seller and Buyer shall
each be referred to as a “Party” or collectively be referred to herein as the “Parties. “
Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and
subject to the conditions set forth in this Agreement, that parcel of real estate commonly known as
205 East Western Avenue, City of Muskegon, Muskegon County, Michigan, and more particularly
described on Exhibit A attached to this Agreement, together with all improvements, fixtures,
easements, hereditaments and appurtenances (including not more than two division rights which
shall be conveyed without warranty) associated with that real estate with the riparian rights to be
determined as provided in this Agreement (collectively, “Property”). The purchase and sale
transaction provided for in this Agreement is sometimes referred to as the “Purchase.”
1. Purchase Price; Earnest Money. The purchase price for the Property shall be Five
Million Dollars ($5,000,000.00) (“Purchase Price”) to be paid at Closing (as defined below) by
bank money order, cashier’s check, or wire transfer of immediately available funds. Buyer shall
pay Seller Two Hundred Thousand Dollars ($200,000.00) earnest money (“Earnest Money”)
within 10 days of the Effective Date, which shall be credited against the Purchase Price at Closing
(defined below) or otherwise applied as provided in this Agreement. If Buyer does not timely make
such Earnest Money deposit, Seller may exercise the Termination Remedy (defined below).
2. Seller’s Retained Rights.
(a) Use Restriction.
(i) The Property shall not be used for aggregate dock purposes. Without
limiting the foregoing, and except for those uses described in 2(a)(iv) below, the Property
shall not be used for: lading, unlading, loading, offloading, shipping, transportation,
storage or handling of bulk aggregates, including, but not limited to, limestone, dolomite,
slag, trap rock, natural stone, and salt. The foregoing sentences are the “Use Restriction”.
(ii) The Use Restriction shall be set forth in the Warranty Deed, shall burden
the Property, and shall benefit tax parcels 61-23-168-004-0002-10, 61-24-117-300-0001-
00, 61-24-205-546-0001-00, 61-24-205-552-0001-10, 61-24-205-552-0001-00, 61-24-
205-553-0001-20, and 61-24-205-596-0008-20 (collectively, the “Benefitted Property”).
The Use Restriction shall run with the land. The Use Restriction may be enforced by any
owner or occupant of any of the Benefitted Property, as described in 2(a)(iii) immediately
below.
Page 284 of 295
(iii) The Use Restriction shall last for 40 years from the date of Closing and shall
continue thereafter until such time that no activity prohibited by the Use Restriction has
occurred on any portion of any Benefitted Property for more than 365 continuous days.
(iv) Seller agrees that (i) the export of natural sands handled by Buyer or a Buyer
Affiliate in the 30 mesh to 200 mesh size range does not violate the Use Restriction, and/or
(ii) the import of any bulk aggregates by Buyer or a Buyer Affiliate for use on a
development project majority owned by Buyer or a Buyer Affiliate does not violate the
Use Restriction. “Buyer Affiliate” means: any entity or trust affiliated with or controlled
by Buyer; any entity or trust affiliated with or controlled by any person who is a
shareholder, member, director, officer, owner, employee or agent of Buyer or by any
person who is a Close Relative of a shareholder, member, director, officer, owner,
employee or agent of Buyer; any person who is a shareholder, member, director, officer,
owner, employee or agent of Buyer or a Close Relative of a shareholder, member, director,
officer, owner, employee or agent of Buyer. “Close Relative” means a: spouse, parent,
child, or grandchild.
3. Seller’s Specific Contingency. Seller’s obligations under this Agreement are
contingent on Seller prior to Closing being satisfied in its sole discretion as to the bottomland,
riparian, and littoral rights to be included in the Property, the Parties recognizing that Seller does
not intend to include in the Property any bottomland, riparian, or littoral rights that Seller may
deem necessary or convenient, in its sole discretion, for current or anticipated operations on any
of the Benefitted Property.
4. Buyer’s Specific Contingencies. Buyer’s obligations under this Agreement are
contingent on Buyer prior to Closing being satisfied:
(a) Riparian Rights. As to the bottomland, riparian, and littoral rights to be included
in the Property, the Parties recognizing that Seller does not intend to include in the Property any
bottomland, riparian, or littoral rights that Seller may deem reasonably necessary or convenient,
for current or anticipated operations on any of the Benefitted Property.
(b) Zoning Prospects. In its reasonable discretion with its investigation of zoning
approvals that may be needed for Buyer’s proposed use.
5. Title. As evidence of Seller’s title to the Property, Seller has, at Seller’s expense,
furnished Buyer with a commitment dated July 11, 2025, at 8:00 a.m. (“Title Commitment”) from
First American Title Insurance Company (“Title Company”) issued by Transnation Title Agency
of Michigan Grand Rapids Division, 921 North Division, Grand Rapids, Michigan 49503 (“Title
Agent”). Buyer acknowledges and agrees that the Title Commitment shows that Seller has good
and marketable title to the Property. Buyer agrees to take title to the Property subject to: Seller’s
Retained Rights set out in Section 2, above, all of which shall survive Closing; easements,
restrictions, interests and reservations of record; taxes and assessments not yet due and payable;
all laws, regulations, codes, and ordinances, including, but not limited to, zoning ordinances and
building codes; any matters that would be shown by an accurate land title survey prepared in
accordance with the latest standards approved by the American Land Title Association and the
2
Page 285 of 295
National Society of Professional Surveyors (“ALTA/NSPS”); and any matters shown on the
Survey (defined below) (collectively, the “Permitted Exceptions”). Seller agrees to convey good
and marketable title to the Property to Buyer by a warranty deed (“Deed”) subject to the Permitted
Exceptions. If the Title Agent issues an updated Title Commitment that shows additional
exceptions to title, Buyer shall have ten (10) business days after receipt of same to object in writing
to Seller of any additional exception shown on such updated Title Commitment. If Buyer gives
Seller timely written notice of its objections, then the Seller shall, in its sole discretion, have thirty
(30) days from receipt of the notice to remedy the defect, during which time the Closing shall be
delayed as necessary. If Seller, in its sole discretion, is unable or unwilling to remedy the objections
within the specified time then Buyer may waive its objection and proceed to Closing in which case
such exceptions shall be deemed Permitted Exceptions, or Buyer, as Buyer’s sole remedy for
Seller’s refusal or inability to remedy the title objection, may exercise Buyer’s Termination
Remedy. “Termination Remedy” means that the party entitled to the remedy may terminate this
Agreement by notice to the other party, in which case neither party shall have any further liability
to the other under this Agreement except under provisions of this Agreement that specifically
survive its termination and the Earnest Money shall be returned to Buyer (unless otherwise
provided in this Agreement).
6. Survey.
(a) Obtaining Survey. Prior to the Option Date (defined below), Buyer shall obtain
and provide to Seller a survey of the Property, all improvements to the Property, any easements or
rights of way affecting or benefiting the Property, any encroachments across the boundaries of the
Property, the bottomland, riparian and littoral rights to be included with the Property (subject to
the approval by Seller and Buyer as provided above) (“Survey”). The Survey shall be performed
at Buyer’s expense. The Survey shall be performed in accordance with the current standards for
an ALTA/NSPS Land Title Survey, and include a survey of the riparian rights, and shall be
certified to Seller, Buyer, and the Title Company.
(b) Buyer’s Survey Contingency. Buyer has to approve or object to any matter
disclosed on the Survey. Buyer will be deemed to have waived any objection if not made in writing
no less than sixty (60) days prior to the Option Date and all matters shown on the Survey shall be
deemed Permitted Exceptions. If Buyer gives Seller timely written notice of its objections, then
the Seller shall, in its sole discretion, have thirty (30) days from receipt of the notice to remedy the
defect, during which time the Closing shall be delayed as necessary. If Seller, in its sole discretion,
is unable or unwilling to remedy the objections within the specified time then Buyer may waive
its objection and proceed to Closing in which case such exceptions shall be deemed Permitted
Exceptions, or Buyer, as Buyer’s sole remedy for Seller’s refusal or inability to remedy the title
objection, may exercise Buyer’s Termination Remedy. For purposes of clarification, this
contingency is in addition to the bottomland, riparian and littoral rights contingency that each Party
has as set forth in Sections 3 and 4, above.
7. General Inspections.
(a) Obtaining Inspections. Buyer and its agents may, at Buyer’s expense, conduct
general inspections or inquiries. Buyer acknowledges that the Property may require repairs or
3
Page 286 of 295
maintenance and Buyer agrees to accept the Property in its present “AS IS” condition, with no
warranties concerning its condition or permitted use. All inspections and tests performed on the
Property by Buyer or Buyer’s agents shall be conducted in compliance with all federal, state, and
local laws, orders, regulations, and ordinances. Buyer and its agents shall provide Seller with
certificates of commercial general liability insurance acceptable to Seller in its reasonable
discretion before Buyer or its agents access the Property.
(b) Buyer’s Inspection Contingency. Buyer has to approve or object to any matter
disclosed through Buyer’s general inspections or inquiries. Buyer will be deemed to have waived
any objection if not made in writing the earlier of the date Buyer exercises its option to purchase
under this Agreement or sixty (60) days prior to the Option Date. If Buyer gives Seller timely
written notice of its objections, then the Seller shall, in its sole discretion, have thirty (30) days
from receipt of the notice to remedy the objection, during which time the Closing shall be delayed
as necessary. If Seller, in its sole discretion, is unable or unwilling to cure the objection, then
Buyer may proceed to Closing and take title to the Property subject to the objection, in which case
the objection shall be considered to have been waived by Buyer, or Buyer, as Buyer’s sole remedy,
may terminate this Agreement, in which case the Termination Remedy shall apply.
8. Notice of Transfer of a Facility; Environmental Matters.
(a) Buyer acknowledges that Seller has advised Buyer pursuant to MCL 324.20116(1)
that Seller has knowledge or information or is on notice through a recorded instrument that the
Property is a “facility” within the meaning of MCL 324.20101(o). The general nature of the
hazardous substances present on the Property is documented in the Baseline Environmental
Assessment (“BEA”) for the Property dated December 9, 1999, by Abonmarche Environmental,
Inc., which Buyer acknowledges having received.
(b) Prior to the Option Date (defined below), Buyer may, at its expense, conduct an
environmental assessment of the Property in one or more phases, including the procurement and
analysis of samples of soil, groundwater, indoor air, or any other environmental medium, and any
building component or other material located at the Premises. The entire environmental
assessment, including the generation of any reports or follow-up procedures, shall be completed
within the time period noted at the beginning of this subsection. Seller shall provide reasonable
access and information to Buyer and otherwise reasonably cooperate with Buyer in the
environmental assessment. Buyer shall provide copies of all environmental assessment reports
and related data it receives to Seller within forty-eight (48) hours of its receipt. Buyer shall have
the right to interview representatives of Seller who have knowledge of conditions and events
relevant to the operating history or environmental condition of the Property. If the environmental
assessment confirms that the Property is a “facility” within the meaning of Part 201 of the
Michigan Natural Resources and Environmental Protection Act, MCL 324.20101 et seq. (“Part
201”), Buyer may, at Buyer’s expense and with Seller’s prior written approval, prepare and submit
to the Michigan Department of Environment, Great Lakes and Energy (“EGLE”) its own BEA for
the Property pursuant to Section 26 of Part 201, MCL 324.20126. Upon receiving Seller’s written
approval to prepare and submit the BEA, Buyer shall be absolutely obligated to close the Purchase.
Buyer shall not submit the BEA to EGLE until after the Closing. Before submitting, Buyer shall
prepare a draft BEA for Seller’s review and shall incorporate any Seller comments or suggested
4
Page 287 of 295
revisions to the BEA before submittal. If any environmental condition is disclosed by the
environmental assessment, then, as Buyer’s sole remedy, Buyer shall have five (5) days from the
date it receives the disclosure to terminate this Agreement, in which case the Termination Remedy
shall apply. If Buyer shall fail to complete any environmental investigations or terminate this
Agreement within the time periods provided, Buyer shall be considered to have waived any
objection to the environmental condition of the Property.
(c) Buyer acknowledges that Buyer has had or will have the opportunity to investigate
all matters of interest pertinent to the Property, including, without limitation, its environmental
condition and history. Buyer shall bear all responsibility and liability that is or may be asserted,
claimed or determined in respect of the Property after the Closing from any cause, regardless of
whether the responsibility and liability arose or might have arisen, or was or might have been
caused by acts or omissions occurring, before Closing. Buyer hereby releases Seller from all
responsibility, claims, obligations, and liability arising from or associated with (i) the presence or
release of any hazardous substance or solid or hazardous waste (as those terms are defined in
applicable federal and state environmental protection laws and regulations, including, without
limitation, petroleum and its derivatives, polychlorinated biphenyls, radon gas, urea formaldehyde
foam insulation, per and polyfluoroalkyl substances, and asbestos) relating to the Property; and
(ii) any environmental matters associated with or arising from the condition or use of the Property
prior to, on or after the Closing. This release shall survive the Closing indefinitely.
9. Buyer’s Representations and Warranties. Buyer represents and warrants to
Seller that: Buyer has all necessary power and authority to enter into and perform this Agreement;
Buyer has taken all necessary action to approve, execute, deliver, and perform this Agreement,
and this Agreement is the valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms; and no judgment is outstanding against Buyer 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 Buyer, threatened, that has the
stated purpose or the probable effect of enjoining or preventing the Closing.
10. Seller’s Representations and Warranties. Seller represents and warrants to
Buyer that: Seller has all necessary power and authority to enter into and perform this Agreement;
Seller has taken all necessary action to approve, execute, deliver, and perform this Agreement, and
this Agreement is the valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms; and no judgment is outstanding against Seller 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 Seller, threatened, that has the
stated purpose or the probable effect of enjoining or preventing the Closing.
5
Page 288 of 295
11. Buyer’s Exercise of Option and Closing.
(a) Buyer shall have until December 31, 2027 (the “Option Date”), to exercise its
option to purchase the Property on the terms contained in this Agreement by giving written notice
to Seller.
(b) The closing (“Closing”) shall take place on a date (“Closing Date”) specified by
Seller on at least seven (7) days’ advance notice, but no later than thirty (30) days after the date
Buyer has exercised its option to purchase the Property, via a deed and money escrow with the
Title Agent. At Closing: (a) Seller shall execute and deliver to Buyer the Deed for the Property,
which shall be subject to Permitted Exceptions; (b) Seller shall pay the real estate transfer taxes
and the premium for the owner’s title insurance policy; (c) Buyer shall pay to Seller the Purchase
Price as provided in Section 1, above, pay the recording fee for the Deed, and pay the cost of any
title insurance policy endorsements issued by the Title Company; and (d) each Party shall sign and
deliver a closing statement setting forth the transaction, and all other documents that may be
reasonably necessary to evidence the transaction. Each party shall be responsible for its own
attorney fees and shall share equally any closing fee charged by the Title Agent.
12. Possession. Buyer shall have possession of the Property immediately following
Closing, subject to the Permitted Exceptions.
13. Taxes and Assessments. Seller shall pay all real estate property taxes and
installments of special assessments with respect to the Property that first become due and payable
(or in the case of special assessments, a lien on the Property) on or before the Closing Date,
prorated as provided below. Taxes and assessments shall be prorated to the Closing Date on a
calendar year basis for the twelve (12) month period constituting the year in which they first are
billed and become due and payable. Buyer shall be responsible for all other taxes and assessments,
including, without limitation, deferred installments not yet payable of special assessments that are
a lien on the Property.
14. Option Fee. If Buyer has not duly exercised the option to purchase the Property by
the Option Date, then the Termination Remedy shall automatically apply except that the Earnest
Money shall be retained by the Seller upon such termination as a fee for the option.
15. Seller Termination Right. If Buyer has not duly exercised its option to purchase
the Property by October 15, 2027, then any time on or before the Option Date Seller may by written
notice to Buyer terminate this Agreement and the Termination Remedy shall apply.
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16. Default by Seller or Buyer.
(a) Seller Default. If Buyer duly exercises the option to purchase by the Option Date
and Seller, after notice and opportunity to cure, defaults on Seller’s obligations to close under this
Agreement then Buyer may either (i) sue for specific performance, or (ii) exercise the Termination
Remedy.
(b) Buyer Default. If Buyer duly exercises the option to purchase by the Option Date
and Buyer, after notice and opportunity to cure, defaults on Buyer’s obligation to close under this
Agreement, then Seller may either (i) sue for specific performance, or (ii) exercise the Termination
Remedy except that the Earnest Money shall be retained by the Seller upon such termination.
(c) Except for Seller’s right to seek damages under any indemnification, responsibility
or release provision contained in this Agreement, each Party hereby waives and releases all other
rights and remedies it may have relative to default of the other Party, including, but not limited to,
the right to seek damages.
17. Assignment to the City of Muskegon or the County of Muskegon as Buyer /
Simultaneous Closings. The Seller hereby authorizes the Buyer to complete the Closing on the
purchase of the Property in two simultaneous Closings, made up of two properly surveyed and
duly approved sub-parcels, so long as the Closing of the purchase encompasses the entire Property.
So long as Buyer duly and timely exercises its option to purchase under this Agreement and
remains primarily liable under this Agreement, the Seller authorizes the Buyer to assign the
purchase of one or both sub-parcels constituting the entire Property, under the same terms and
conditions contained in this Agreement, to either the City of Muskegon and/or Muskegon County.
The Seller shall have no additional costs if the Buyer shall choose to close under multiple sub-
parcels and transactions and Buyer shall promptly reimburse Seller, no later than Closing, for all
such costs incurred by Seller.
18. Condemnation; Fire; Other Casualty. Seller shall promptly notify Buyer of any
impending or actual condemnation proceedings against the Property or any portion of the Property
of which Seller has actual notice or any fire or other casualty to the Property. Following any one
of these events, Buyer shall take the Property at Closing in its then-current condition and shall be
entitled to receive all of the condemnation or insurance proceeds attributable to the Property
payable as a result of the condemnation or damage.
19. Brokers. Each party agrees and represents to the other that no broker is involved
in this transaction who is entitled to a commission.
20. Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding between the
parties to this Agreement with respect to the subject matter of this Agreement and supersede all
prior oral or written agreements and understandings relating to the subject matter of this
Agreement. No statement, representation, warranty, covenant or agreement of any kind not
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expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the
express terms and provisions of this Agreement.
(b) Each party to this Agreement acknowledges and agrees that: (i) such party and the
party’s counsel have reviewed and negotiated, or have had the opportunity to review and negotiate,
the terms and provisions of this Agreement and have contributed to its review and revision; (ii) any
rule of construction to the effect that any ambiguities are resolved against the drafting party shall
not be used to interpret this Agreement; and (iii) the terms and provisions of this Agreement shall
be construed fairly as to all parties to this Agreement and not in favor of or against any party,
regardless of which party was generally responsible for the preparation of this Agreement.
(c) This Agreement shall bind and benefit Seller and Buyer and their respective
successors and assigns.
(d) Time is of the essence of this Agreement.
(e) If the date for Closing, for the delivery of a document, or for giving of a notice falls
on a Saturday, Sunday, or bank holiday, then it shall be automatically deferred to the next day that
is not a Saturday, Sunday, or bank holiday.
(f) All notices, requests, consents and other communications required by this
Agreement must be in writing and shall be delivered to Seller and Buyer at their respective
addresses set forth above, or at another place designated by like notice to one another. Personal
delivery or mailing of a notice by certified mail, postage prepaid, shall be sufficient notice. Notice
shall be effective upon receipt, if personally delivered, or upon mailing, if mailed.
(g) Nothing in this Agreement shall be construed to create any rights or obligations
except between the parties to this Agreement, and no person or entity shall be regarded as a third-
party beneficiary of this Agreement.
(h) The terms and provisions of this Agreement may be waived, or consent for the
departure from the terms and provisions may be granted, only by written document executed by
the parties. No waiver or consent shall be deemed to be or shall constitute a waiver or consent
with respect to any other terms or provisions of this Agreement, whether or not similar. Each
waiver or consent shall be effective only in the specific instance and for the purpose for which it
was given, and shall not constitute a continuing waiver or consent.
(i) This Agreement and the rights and obligations of the parties under this Agreement
shall be governed and interpreted by Michigan law, without giving effect to the conflict of law
principles of the state of Michigan.
(j) In the event that any court of competent jurisdiction shall determine that any
provision, or any portion of a provision, contained in this Agreement shall be unenforceable in any
respect, then the provision shall be deemed limited to the extent that the court deems it enforceable,
and as so limited shall remain in full force and effect. In the event that the court shall deem any
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provision, or portion of any provision, wholly unenforceable, the remaining provisions of this
Agreement shall nevertheless remain in full force and effect.
(k) The headings and captions of the various subdivisions of this Agreement are for
convenience of reference only and shall in no way modify or affect the meaning or construction of
any of the terms or provisions of this Agreement.
(l) Except as otherwise specifically set forth in this Agreement, each party shall pay
the party’s respective fees and expenses (including the fees of any attorneys, accountants,
appraisers or others engaged by the party) in connection with the preparation or enforcement of,
or of any requests for consents or waivers under, this Agreement, including any amendments or
waivers to this Agreement.
(m) This Agreement may be signed in one or more counterparts, and by different parties
to this Agreement on separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document. Faxed signatures, or scanned and
electronically transmitted signatures, on this Agreement or any notice delivered pursuant to this
Agreement, shall be deemed to have the same legal effect as original signatures.
(n) No party shall issue any press release or otherwise make any public statement with
respect to the transactions contemplated by this Agreement without prior written notice to the other
party, except as may be required by law.
(o) In the event of a dispute arising out of this Agreement, the prevailing party will be
entitled to actual attorney fees and costs.
(p) Notwithstanding any other provision of this Agreement, other than those rights
afforded in Section 17, Buyer shall not be permitted to assign its interest hereunder, in whole or in
part, without Seller’s consent, which consent Seller may withhold in its sole and absolute
discretion for any or no reason.
{signatures on following page}
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Seller and Buyer have signed or caused this Real Estate Option and Sale Agreement to be
signed by their duly authorized representatives as of the Effective Date.
SELLER: BUYER:
VERLANK DOCK CO. WEST MICHIGAN DOCK & MARKET
CORPORATION
By: By:
Ron Matthews, CEO Max McKee, President
29192320-14
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Exhibit A
Property
A parcel of land in the Southwest 1/4 of Section 17, the Southeast 1/4 of Section 18, the Northeast
1/4 of Section 19 and the Northwest 1/4 of Section 20, all in Township 10 North, Range 16 West,
City of Muskegon, Muskegon County, Michigan, said parcel of land containing all or parts of
Blocks 547, 548, 549 and 551 of the Revised Plat (of 1903) of the City of Muskegon and other
land, said parcel of land being more specifically described as follows: Commence at the point
where the center line of Giddings Avenue intersects the East line of Ottawa Street; thence Westerly
along said center line of Giddings Avenue extended to the Westerly line of Western Avenue;
thence North 22 degrees 50 minutes East along said Westerly line of Western Avenue, 50.00 feet;
thence North 67 degrees 10 minutes West along the Northerly line of property sold to the City of
Muskegon by Consumers Power Company (Warranty Deed dated May 11, 1944), 200.00 feet to
the place of beginning of this description; thence North 10 degrees East along the Westerly line of
property now or formerly owned by the Pere Marquette Railway Company, 600.00 feet to a point,
said point hereinafter referred to as Point "A"; thence continuing North 10 degrees East along said
railroad property line, 2335.33 feet to an iron rod near the Southerly bank of the Muskegon River;
thence continuing North 10 degrees East to the thread of said river; thence Westerly and
Southwesterly along said thread to the Easterly shore of Muskegon Lake extended; thence
Southerly along said shore as extended and said shore to a point North 80 degrees West of Point
"A"; thence South 80 degrees East to an iron rod near the Easterly shore of Muskegon Lake; thence
continuing South 80 degrees East along the North line of property sold to the City of Muskegon
by Consumers Power Company (Warranty Deed dated May 11, 1944), 1289.21 feet to the Easterly
line of said property sold to the City of Muskegon by Consumers Power Company; thence South
10 degrees West along said Easterly line, 600.00 feet; thence South 80 degrees East 50.00 feet to
the place of beginning. (Bearings are based on the Westerly line of Western line of Western
Avenue assumed as North 22 degrees 50 minutes East.)
Together with the right of ingress and egress on, over and across the existing driveway extending
Westerly and Northerly from East Western Avenue upon the Southerly 140 feet of the land sold
to the City of Muskegon by Consumers Power Company (Warranty Deed dated May 11, 1944) to
the Southerly line of property sold to CMS Shoreside Resort Co., by Consumers Power Company
by Quit Claim Deed dated July 28, 1989 and recorded August 11, 1989 in Liber 1485, Page 654,
Muskegon County Records.
EXCEPT: That part of Section 17 and 20, Town 10 North, Range 16 West, City of Muskegon and
part of Blocks 549 and 551, Revised Plat of (1903) of the City of Muskegon, described as:
Beginning at a point on the Westerly line of the CSX Railroad right of way which is South 09
degrees 36 minutes 47 seconds West along the Westerly line of the CSX Railroad 1229.71 feet
and North 78 degrees 28 minutes 13 seconds West 135.00 feet from the intersection of the
Southwesterly line of M-120 Causeway and the Westerly line of the CSX Railroad right of way;
thence South 09 degrees 28 minutes 05 seconds West along said Westerly line 3004.77 feet; thence
North 80 degrees 31 minutes 55 seconds West 16.00 feet; thence North 09 degrees 28 minutes 05
seconds East 3005.35 feet; thence South 78 degrees 28 minutes 13 seconds East 16.01 feet to the
point of beginning.
Page 294 of 295
Exhibit M
Assignment Agreement for
Option Agreement Neighboring Property
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