Approved Agreements and Contracts 2023-05-25 Adelaide Pointe 15L8069-Easement Agreement

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DocuSign Envelope ID: 9193C736-B704-4841-B9C7-797DB5765C8A

                                                   EASEMENT AGREEMENT

                  THIS EASEMENT is entered ;mo                  M°"x'
                                                             1,1,6 • ,;;io:;i        3 ,   /jjf!
                                                                                    by Adelaide Po;nre
             QOZB, LLC, a Michigan limited liability compru y ("Grantor"), and the City of Muskegon, a
             Michigan municipal corporation ("City"), with reference to the following facts:


             A.        Grantor is the owner ofreal property in the City of Muskegon, Muskegon County, Michigan (the
             ·'Premises" and the "Easement Prope1iy" shown on Exhibit A hereto).

             B.        The City desires to obtain and Grantor desires to grant an easement over, on, across, and through
             a portion of Grantor's Property for the purpose of providing public access and enjoyment of Muskegon
             Lake in accordance with the tenm of this Agreement.

                     THEREFORE, for good and valuable consideration, receipt of which is acknowledged, the parties
             agree as follows:

             1.       GRANT OF EASEMENT. In consideration of payment by City to Grantor in the amount of One
             ($1.00) Dollar and other valuable consideration, Grantor grants, warrants, and conveys an easement to the
             City for the right of public access to the "Easement Prope1iy", which is depicted as Exhibit A:

             2.      USE OF EASEMENT. The Easement shall be used to provide the public access to, and
             enjoyment of, the entire Easement Property. Functions of public access and enjoyment include, but are
             not limited to access to Muskegon Lake for recreational activities including fishing, park activities, and
             quiet use and enjoyment.

             3.       MAINTENANCE. Grantor shall be responsible for the maintenance of the Easement Property.
             Grantor may not reduce the size of the Easement Property as required for development per the Planned Unit
             Development approved by City. The City has the right to enter both the Premises and the Easement Property
             to repair and maintain all public right of ways, including roads, water systems, sto1m sewer systems,
             sanitary sewer systems, sidewalks, parks, and landscaping.

             4.      TERM OF EASEMENT, The term of the Easement shall be perpetual and shall run with the
             land unless terminated pursuant to Section 5.

             5.     TERMINATION. This Easement automatically tenninates upon tennination of the Cooperative
             Development and Use Agreement to which this Easement is attached as Exhibit B ("Development
             Agreement") is tenninated.

             6.      EVIDENCE OF TITLE. Gran tor warrants as that it has good title to the Easement Property and
             the power to grant this Easement.

             Furthennore, City may order a commitment for an Owner's Policy of Title Insurance (the "Commitment"),
             in an amount detennined by the City and issued by a title company to be selected in the sole discretion of
             City ("Title Escrow Agent"). The Commitment shall show Grantor to hold marketable title in fee simple
             to the Easement Property free and clear from all liens and encumbrances whatsoever except for: (a) zoning
             ordinances, (b) easements, agreements and restrictions of record which have been approved by City prior
             to closing, and (c) real estate taxes due and payable after the closing date.
DocuSign Envelope ID: 9193C736-B704-4841-B9C7-797DB5765C8A

             Grantor may have liens in place by its bank and/or financ ial partners at any time for any reason and any
             and al I easements must be subordinate and subject to approval and /or revocation by these parties provided
             all lenders, currently holding a mortgage or obtaining a mortgage in the future shall execute a subordination,
             non-disturbance agreement with the City which shall require any such lender to acknowledge the existence
             of this Easement and agree not to interfere with the City's rights under the Easement.

             7.      ENVffiONMENTAL MATTERS. Grantor agrees to the following:

                     (a)    Grantor shall provide to City copies of all notices that may be received from any
                     governmental agency involved with any environmental matter, and any responses to such notices .

                     (b)     Grantor shall promptly provide to City copies of testing results and reports that arc
                     generated in connection with environmental matters.

                     (c)     Intentionally omitted.

                     (d)     Except as disclosed in writing to, and accepted by City, there are, and shall be no uncured
                     violations including, without limitation, environmental violations of any laws, ordinances, orders,
                     regulations, rules or requirements of any governmental authority, affecting the Easement
                     Prope1ty or any part thereof.

                     (e)      Except as disclosed in writing to the City, no toxic or hazardous substance or waste,
                     including, without limitation, any Hazardous Substance, as defined hereunder, or any federal,
                     state or local environmental law, ordinance, rule or regulation have been used, stored, generated,
                     recycled, treated, released, spilled, discharged, or otherwise disposed of on, in, under, adjacent
                     to or otherwise affecting the Easement Property. Moreover, except as disclosed in the
                     information and documents provided by Grantor to the City, Grantor has not received any notice
                     from any applicable governmental entity of the potential or actual existence of any Hazardous
                     Substance on, in, under, adjacent to, or otherwise affecting the Easement Property .

                     (f)     There are no underground storage tanks or underground storage tank systems on, in, or
                     under the Easement Property.

             For the purposes of this agreement, "Hazardous Substance" means any substance:

                     (i)       The presence of which requires investigation, remediation, or any other response under
                     any federal, state or local statute, regulation, ordinance, order, action, policy, or common law; or

                     (Ji)       Which is or becomes defined as a "hazardous waste," "hazardous substance,"
                     " pollutant", or "contaminant" under any federal, state, or local statute, regulation, rule, or ordinance
                     or amendments thereto including, without limitation, the Comprehensive Environmental Response,
                     Compensation and Liability Act (42 U .S.C . § 9601 et seq.) and/or the Resource Conservation and
                     Recovery Act (42 U.S .C. § 6901 et seq.); or

                     (iii)      Which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
                     mutagenic, or otherwise hazardous or dangerous and is or becomes regulated by any governmental
                     authority, agency, department, commission, board, agency, or instrumentality of the United States,
                     the State of Michigan, or any political subdivision thereof.

DocuSign Envelope ID: 9193C736-B704-4841-B9C7-797DB5765C8A

             8.       NO INTERRUPTION. Grantor shall make all reasonable efforts to avoid any interrnption of the
             use of the Easement Property and any occupants thereof and visitors thereto, and if such interruption is not
             avoidable, Grantor shall minimize such interruption and shall repair as soon as possible any damage to the
             Easement Prope1ty occasioned by the performance of any obligation in this section.

             For safety and liability reason, the City shall not object to the temporary lack of use of the easement property
             while construction and/or development activities are taking place.

             9.      INSURANCE. Grantor shall maintain reasonable insurance policies with respect to its activities
             and those of its agents and representatives at any time on the Easement Prope1ty and shall take all
             necessary and appropriate precautions for the safety of the occupants of and visitors to the Easement

             10.     INTENTIONAL OMITTED.

             11.     WARRANTY. The parties warrant that they have the right and authority to enter into this
             Easement Agreement. Grantor further warrants that all statements and information relating to the Easement
             Property provided to the City arc true and accurate.

             12.      BINDING EFFECT. This Easement Agreement shall bind the parties and their successors and

            13.     ASSIGNMENT OR DELEGATION. Except as otherwise specifically set forth in this
            Agreement, neither pa1ty shall assign all or any po1iion of its rights and obligations contained in this
            Agreement without the express or prior written approval of the other patty, in which approval may be
            withheld in the other paity's sole discretion.

             14.     COUNTERPARTS. This Agreement may be executed in counterparts, and each set of duly
             delivered identical counterparts which includes all signatories, shall be deemed to be one original document.

             15.    FULL EXECUTION. This Agreement requires the signature of all parties. Until fully executed,
            on a single copy or in counterparts, this Agreement is ofno binding force or effect and if not fully executed,
            this Agreement is void.

             16.     NON-WAIVER. No waiver by any patty of any provision of this Agreement shall constitute a
             waiver by such pa1ty of any other provision of this Agreement.

             17.     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.

            18.      NOTICES. All notices, approvals, consents, and other communications required under this
            Agreement 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:
DocuSign Envelope ID: 9193C736-B704-4841-B9C7-797DB5765C8A

                     To: City of Muskegon
                     933 Terrace Street
                     Muskegon, MI 49440
                     Attn: City Manager

                     w/copy to

                     Parmenter Law
                     60 l Terrace Street
                     Muskegon, Michigan 49440
                     Attn: City Attorney

                     To: Grantor:

                     1204 W. Western Ave.
                     Muskegon, Michigan 49440
                     Attn: Ryan and/or Emily Leestma
                     Email: n11l@leest111amni_1ngcmcnt.conLt:;

             19.     AMENDMENT. This Easement Agreement shall not be amended or modified except in a writing
             signed by both parties.

             20.     GOVERNING LAW. This Easement Agreement shall be construed and enforced in accordance
             with the laws of the State of Michigan.

            21.      VENUE AND JURISDICTION. The paities agree that for purposes of any dispute in connection
            with this agreement, the Muskegon County Circuit Court shall have exclusive personal and subject matter
            jurisdiction and that Muskegon County is the exclusive venue

             22.     ELECTRONIC SIGNATURES. The parties agree that electronic copies of the signed Agreement
             shall constitute a valid, enforceable agreement.

             23.     PRONOUNS. Nouns and pronouns will be deemed to refer to the masculine, feminine, neutral,
             singular and plural, as the identity of the person or persons, firm, or corporation may in the context require.

             24.    ENTIRE AGREEMENT. This Easement Agreement and Exhibit A and the Development
             Agreement constitute the entire agreement as to this matter between the parties and supersedes all prior
             agreements and understandings, both written and oral, with respect to the subject matter of this Easement

             25.      RECORDING OF MEMORANDUM. Upon the execution hereof, Grantor and City shall
             execute and cause to be recorded with the Muskegon County Register of Deeds a memorandum hereof in
             form reasonably acceptable to Grantor. All recording charges and any stamp or similar tax shall be paid by
             City. Upon the expiration or earlier termination of this agreement, Grantor and City shall cooperate to
             execute a recordable termination of same. Grantor shall pay the recording charges and any stamp or similar
             tax to terminate this agreement.

             This Easement Agreement was entered into on the date set forth above.
DocuSign Envelope ID: 9193C736-B704-4841-B9C7-797OB5765CBA

                                                  Signature Page to Easement Agreement

             Adelaide Pointe QOZH,
             a Mir;;a.Ji\T,U~til;d liability company
             By:      ~ l,u.,s~~
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                                                                                                                                                                    MUSKEGON LAKE -

 r---               Demarcation Line
 r-'..              N 59°49'18" E
 v                                    1O' Easement                                                       .
 r---                             Ns2·sa·2a-w 1so.e a · - - - - ·

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