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AGREEMENT TO BUY AND SELL REAL ESTATE THIS AGREEMENT TO BUY AND SELL REAL ESTATE (“Agreement”) is by and between the Muskegon Public Schools, a Michigan general powers school district, of 1458 5" Street, Muskegon, Michigan 49441 (“Seller”), and Hackley Public Library, a Michigan district library, of 316 West Webster Avenue, Muskegon, Michigan 49440 (“Buyer”). The “Effective Date” of this Agreement is the date of the last signature below. RECITALS A. Seller is the owner of real property commonly known as the Torrent House, located at 315 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-334-0006-00 (“Torrent House”) and real property commonly known as the Hackley Public Library, located at 316 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-327-0006- 00 (“Hackley Public Library Property”); both properties are legally described on Exhibit A (the Torrent House and the Hackley Public Library Property, collectively, the “Real Estate”). B. Buyer currently leases the Real Estate from Seller, and both parties want to have the Real Estate conveyed to Buyer. C. The Seller and the City of Muskegon are parties to a District Library Agreement dated February 20, 2001, pursuant to which Buyer was established (“District Library Agreement”). D. The above-mentioned leases are pursuant to lease agreements attached to the District Library Agreement (collectively, the “Leases”). E. The above-mentioned Real Estate conveyance is conditioned on the removal of certain provisions from the District Library Agreement and its attachments, among other conditions, as further described below. AGREEMENT The parties agree as follows: 1. Sale and Purchase. Seller agrees to sell the Real Estate to Buyer, and Buyer agrees to purchase the Real Estate from Seller, for the Purchase Price and according to the terms and conditions set forth in this Agreement. Buyer will pay to Seller the Purchase Price in immediately available funds at the Closing. The Buyer shall ensure that the official name of the Hackley Public Library Property remains “Hackley Public Library” after Closing, unless otherwise agreed to by the Seller in writing. The preceding sentence shall survive Closing. 2. District Library Agreement and Attachments. Closing is contingent on the City of Muskegon signing an amendment to the District Library Agreement, substantially as reflected in Exhibit B, and the State Librarian approving that amendment pursuant to the amendment Paae 198 of 228 procedure in the District Library Establishment Act, MCL 397. 171, ef seq. If such an amendment is not signed by the City of Muskegon and approved by the State Librarian within 90 days of the Effective Date, the Seller may terminate this Agreement by providing a written notice to the Buyer. At Closing, the Buyer and Seller shall sign the Amendment and Termination Agreement attached as Exhibit C, revising and terminating certain attachments to the District Library Agreement, including the Leases. The District Library Agreement shall remain in effect, including after Closing, except as amended pursuant to the first paragraph in this Section. 3. Definitions. As used in this Agreement, the following terms are defined as: (a) Agreement: This Agreement to Buy and Sell Real Estate. (b) Closing: Consummation of the transaction described in this Agreement. The closing will take place on a day mutually determined by the parties (“Closing”), but not later than thirty (30) days after all contingencies in this Agreement are satisfied (the “Closing Date”), at the office of the Title Insurance Company. “Pre-Closing” means the period from the date of this Agreement to the Closing Date, during which time the parties will work in good faith to satisfy all requirements of this Agreement necessary to transfer the Real Estate. (c) Purchase Price: The Purchase Price shall be $1.00 for each address (total of $2.00) payable at Closing. (d) Title Insurance Company: Transnation Title, 570 Seminole Road, Muskegon, Michigan 49444. 4, Title and Survey. (a) Deeds. At the Closing, Seller will transfer the Real Estate to Buyer using two deeds — one for the Torrent House and one for the Hackley Public Library Property. The deeds that the Seller anticipates signing at Closing are attached as Exhibit D. (b) Title Insurance. Within ten (10) days of the Effective Date, Buyer may — at Buyer’s expense - obtain a title commitment for an ALTA Owner’s title insurance policy from the Title Insurance Company, which will include copies of all recorded documents identified in the title commitment, in the amount of the Real Estate Purchase Price or another amount communicated by the Buyer to the Title Company, covering title to the Real Estate on or after the Effective Date, showing Seller as the owner of the Real Estate. The title commitment will provide for full coverage subject to standard exceptions unless the Buyer provides the survey described below. Buyer shall be responsible for the delivery of any survey required by the Title Insurance Company for the removal of standard exceptions or required to close this transaction. Within five (5) days of receiving the title commitment, the Buyer shall notify the Seller of any restrictions, reservations, limitations, easements, liens, and other conditions of record (together hereinafter called “Title Defects”), disclosed in such title commitment which would Paae 199 of 228 unreasonably interfere with the Buyer’s proposed use of the Real Estate. If Buyer fails to timely notify the Seller of any such Title Defects, Buyer shall purchase the property subject to the Title Defects. If Buyer does timely notify the Seller of any such Title Defects, the Seller may cure or remove the Title Defects within ten (10) days of receiving such notice (“Remedy Period”). If such Title Defects are not cured or removed within the Remedy Period, then Buyer or Seller may terminate this Agreement within two (2) days of the expiration of the Remedy Period by written notice to the other party. If neither Buyer nor Seller timely terminates this Agreement, then the parties shall proceed to Closing and the Buyer shall purchase the Real Estate with the Title Defects. Buyer will pay the cost of a title insurance policy to be subsequently issued pursuant to the title commitment. The cost of any title insurance endorsements requested by Buyer shall be paid by Buyer. The Buyer and the Seller acknowledge that the Torrent House is burdened by a right of first refusal held by the City of Muskegon, as reflected in Liber 1810 Page 891 and Liber 1810, Page 893 of the Muskegon County Register of Deeds (“Right of First Refusal.”). According to the deed in Liber 1810 Page 891, the Right of First Refusal applies to a “transfer of ownership to other than a not for profit entity.” The Buyer and Seller believe that the transfer pursuant to this Agreement is a transfer to a “not for profit entity,” as contemplated by that deed. Closing is contingent on the City of Muskegon acknowledging in writing that the transfer is to a “not for profit entity,” which acknowledgement shall be executed substantially as reflected in Exhibit E. If such an acknowledgement is not signed by the City of Muskegon within 90 days of the Effective Date, the Seller may terminate this Agreement by providing a written notice to the Buyer. (c) Survey. Buyer may, at its option, within fifteen (15) days after the Effective Date, obtain a survey (“Survey”) of the Real Estate. Any defects set forth on the Survey that are not objected to in writing from Buyer to Seller within five (5) days of the Survey completion date shall be deemed accepted by Buyer. If Buyer timely notifies Seller of such objections, and if Seller is unable or unwilling to cure such defects within ten (10) days of receiving such notice (“Survey Remedy Period”), then Buyer or Seller may terminate this Agreement within two (2) days of the expiration of the Survey Remedy Period by written notice to the other party. If neither Buyer nor Seller timely terminates this Agreement, then the parties shall proceed to Closing and the Buyer shall purchase the Real Estate with those defects. 5. Contingencies. Seller's obligation to close under this Agreement is contingent upon the approval of this Agreement by the Seller's Board of Education. Buyer’s obligations under this Agreement are subject to the satisfaction or waiver of each and all of the following conditions: (a) Feasibility, Inspections and Investigations. Buyer shall complete any feasibility studies and inspections of the Real Estate (including without limitation environmental inspections, easements, leases, and/or other encumbrances) that Buyer determines are feasible and desirable. Buyer shall have ten (10) days from the Effective Date (the “Feasibility Period”) to give Seller written notice that it is not satisfied with the results of such studies and inspections (“Feasibility Notice”). Seller shall then have fourteen (14) days after receipt of such a written Paae 200 of 228 notice to cure the objectionable matter (‘Feasibility Cure Period”). If Seller attempts but does not or cannot cure the objectionable matter within such fourteen-day period, then Buyer may, at any time before the completion of such cure period, provide written notice to Seller terminating this Agreement, in which event the parties shall have no further rights or obligations hereunder except as otherwise specifically stated. If Buyer fails to provide a Feasibility Notice within the Feasibility Period or fails to provide a timely notice terminating this Agreement pursuant to the preceding sentence, then the Buyer shall purchase the Real Estate. Seller will, within ten (10) days of the Effective Date, deliver to Buyer any surveys, drawings of any buildings, and environmental reports regarding the Real Estate that are in Seller’s possession and that are readily available to the Seller. (b) Board Approval. Buyer’s obligation to close is contingent upon the approval of Buyer’s Board of Trustees. 5A. Torrent House. The Buyer acknowledges that the Torrent House is subject to restrictions in the deed recorded in Liber 1810, Page 891 and the deed recorded in Liber 1810, Page 893 of the Muskegon County Register of Deeds, which restrictions shall be mentioned in the Torrent House deed in Exhibit D. Buyer shall use its best efforts to keep the current building on the Torrent House property within the City of Muskegon, an obligation which shall be mentioned in that same deed. The obligation in the preceding sentence shall survive Closing. 5B. Hackley Public Library Property Right of First Refusal. After Closing, the Seller shall have the right of first refusal to purchase the Hackley Public Library Property for $1.00 if the Buyer decides to sell or otherwise transfer the Hackley Public Library Property in whole or in part as follows: (a) The Buyer shall notify the Seller of Buyer’s intent to sell or otherwise transfer title to the Hackley Public Library Property or part of the Hackley Public Library Property by sending a written notice to the Seller to the Seller’s address above (“Hackley Property Buyer Notice”). (b) Seller may exercise its right of first refusal by sending a written notice to the Buyer to the Buyer’s address above within 30 days of Seller’s receipt of the Hackley Property Buyer Notice, advising the Buyer of Seller’s exercise of its right of first refusal (“Hackley Property Seller Notice”). If Seller fails to send such written notice, its Hackley Public Library Property right of first refusal shall terminate and the Buyer may sell or otherwise transfer the Hackley Public Library Property in whole or in part to another party. (c) If the Seller timely exercises its right of first refusal, then the Buyer shall sell the Hackley Public Library Property to the Seller for $1.00. Provided, however, that the Seller shall have 90 calendar days after sending the Hackley Property Seller Notice to conduct title work, inspections, and other due diligence for the Hackley Public Library Property and the Seller may choose not to purchase the Hackley Public Library Property if it is reasonably not satisfied with the results of the title work, inspections, or other due diligence; the Seller shall have the right to enter the Hackley Public Library Property to conduct such inspections and other due diligence. (d) Seller’s right of first refusal under this Section 5B shall continue for 50 years from the date of the deed conveying the Hackley Public Library Property to the Buyer, at which time Paae 201 of 228 the right will automatically extend for successive periods of 10 years each unless the Buyer and Seller earlier agree in writing to terminate the right. (e) This Section 5B shall survive Closing and shall be included in the deed conveying the Hackley Public Library Property to the Buyer. 6. Feasibility Period. (a) Feasibility Period. During the Feasibility Period, Buyer will have full access to the Real Estate during normal business hours for purposes of fully inspecting the same. (i) During the Feasibility Period, Buyer and its employees, agents or contractors may go upon the Real Estate for the purpose of making any investigations or inspections which Buyer deems necessary. Buyer shall use reasonable efforts to minimize any disturbance to the Real Estate. (ii) To the extent permitted by law, Buyer shall indemnify, defend and hold Seller harmless from and against any and all liens, claims, losses, damages and liabilities arising out of Buyer’s (and/or its employees, agents or contractors) entry onto the Real Estate prior to Closing. Any damage caused by such entry, inspections, testing or studies shall be promptly repaired by Buyer at Buyer’s expense. The provisions of this Section shall survive the Closing or any termination of this Agreement. (b) Closing. (i) Closing Documents. At the Closing, the following documents will be executed and delivered by and between the parties: (A) Buyer will pay all taxes and assessments due after Closing. (B) Seller and Buyer will execute and deliver to each other a Closing Statement reflecting the manner in which the Purchase Price is allocated and paid. (C) Buyer will obtain at Buyer's cost, an owner’s policy of title insurance in the form contemplated by Section 4(b). (D) Seller will execute and deliver the deeds for the Real Estate. (E) The parties will execute such further documentation as is reasonably necessary to evidence and close the transaction. (ii) Purchase Price. At the Closing, Buyer shall pay the Purchase Price in immediately available funds, subject to adjustment as provided below. (iii) | Closing Costs. At the Closing, the following expenses will be paid and the Purchase Price will be adjusted in accordance with the following provisions: Paae 202 of 228 (A) Buyer will pay all taxes and assessments due after Closing. (B) Seller will pay any Michigan real estate transfer tax applicable to this transaction. Buyer will be responsible for all recording fees pertaining to the deeds referenced in Section 4(a), the City Right of First Refusal acknowledgement referenced in Section 4(b), the purchaser’s statement referenced in Section 8(d), and the transfer of liability agreement referenced in Section 12. (C) Buyer will pay any closing fees charged by the Title Insurance Company. 7. Possession. Seller will tender possession of the Real Estate to Buyer at Closing. 8. Warranties and Representations; Covenants; AS-IS Condition. (a) Warranties and Representations. Seller represents and warrants to Buyer as follows: (i) Authority. This Agreement is subject to the approval of Seller’s Board of Education. (b) Buyer’s Warranties and Representations. Buyer represents and warrants to Seller as follows: (i) Authority. Subject to the approval of Buyer’s Board of Trustees, Buyer has the full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Buyer, and all required actions and approvals have been taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed on behalf of Buyer are and will be authorized to sign on Buyer’s behalf and to bind Buyer. This Agreement and all documents to be executed by Buyer are and will be binding upon and enforceable against Buyer. (c) Survival of Representations and Warranties. Any and all covenants, representations, warranties and agreements made by Buyer or Seller in this Agreement or in any instrument to be furnished pursuant to this Agreement will be true through and will survive the Closing. Each party agrees to notify the other promptly if it becomes aware of any transaction or occurrence prior to the Closing Date which would make any of their representations or warranties in this Agreement untrue in any material respect. (d) “AS-IS” “WHERE-IS”. AT CLOSING, BUYER WILL EXECUTE THE PURCHASER'S STATEMENT THAT IS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT F (THE "PURCHASER'S STATEMENT"). THE PURCHASERCONFIRMS THAT (A) THE BUILDINGS ON THE REAL ESTATE ARE IN A STATE OF DISREPAIR AND CONTAIN ASBESTOS; (B) THE BUYER HAS INSPECTED THE REAL ESTATE AND AGREES TO TAKE THE REAL ESTATE "AS IS" AND IN ITS PRESENT CONDITION AND THAT THERE ARE NO OTHER OR ADDITIONAL WRITTEN OR ORAL UNDERSTANDINGS; AND (C) THE SELLER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND WITH Paae 203 of 228 REGARD TO THE REAL ESTATE. THE PROVISIONS IN THIS PARAGRAPH SHALL SURVIVE CLOSING. THE PROVISIONS CONTAINED IN THE PURCHASER’S STATEMENT SHALL ALSO SURVIVE CLOSING. (e) Hackley Trust and Public Improvement Fund. (i) Hackley Library trust accounts held by the Seller will continue to be held by the Seller. (ii) Public Improvement Fund. A “Transfer of Assets and Assumption of Liabilities and Contractual Obligations” agreement attached to the District Library Agreement between the Seller and the City of Muskegon established a Public Improvement Fund (“Fund”) for Real Estate capital replacements and repairs. Amounts within that Fund as of Closing will be split by the Buyer and the Seller at Closing in amounts proportionate to their respective total annual contributions to the Fund, specifically the Buyer and Seller shall each receive 1/3 of the Fund amount as of Closing. Amounts remaining in the Fund after Closing will be used for Torrent House and Hackley Public Library capital replacements or repairs, as reflected in Exhibit C. Notwithstanding anything to the contrary in this Agreement, if the Seller and Buyer determine (or if there is disagreement, if a court or arbitrator determines) that a document or law restricts Fund use in such a way that the distribution of Fund amounts at Closing pursuant to this paragraph is prohibited by that document or law, then the Buyer and Seller shall promptly deposit Fund amounts received at Closing back into the Fund. The obligation in the preceding sentence shall survive Closing. 9. Default. (a) By Seller. Upon occurrence of any event of default by Seller, Buyer's sole remedy shall be to terminate this Agreement. (b) By Buyer. If Buyer breaches this Agreement , then Seller's remedies shall include, but not be limited to, termination of this Agreement. 10. Miscellaneous. (a) Eminent Domain. If, after the execution ofthis Agreement, but prior to Closing, all or any material portion (in Buyer’s reasonable judgment) of the Real Estate is takenaby exercise of the power of eminent domain or any proceedings are threatened or instituted to effect such taking, Seller will immediately give Buyer notice of such occurrence, and Buyer may, within fourteen (14) of days after receipt of such notice, elect either (i) to terminate this Agreement, in which event all obligat ions the parties will cease and this Agreement will have no further force and effect, or (ii) to close the transaction contemplated hereby as scheduled, in which event Seller will assign and/or pay to Buyer at Closing all condemnation awards or other damages collected or claimed with respect to such taking. (b) [Omitted]. (c) Waiver. No provision in this Agreement may be waived except in ag of conduct or course of dealin writing signed by the waiving party. No oral statements, courseion will be deemed a waiver. No waiver by any party of any violat or breach of this Agreement Paae 204 of 228 will be deemed or construed to constitute a waiver of any other violation or breach, or as a continuing waiver of any violation or breach. (d) Binding Effect, This Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. (e) Merger and Modification. This constitutes the entire Agreement between the parties and any prior discussions, negotiations and agreements between the parties are merged herein. No amendment or modification of this Agreement will be enforceable except if in writing and signed by both parties. (fH Governing Law. This Agreement is governed by the laws of the State of Michigan. (g) Professional Representation. Each of the parties shall pay all of the costs that it incurs incidental to this Agreement and the performance of any related obligations, whether or not the transactions contemplated by this Agreement are consummated. The parties have had a full and fair opportunity to consult with advisors of their choosing regarding this Agreement and the transactions contemplated herein. The parties enter into this Agreement knowledgeably and voluntarily. This Agreement shall be construed in a reasonable manner consistent with good faith and as if the parties had jointly drafted it. (h) Severability. Any terms of this Agreement that may be found to be contrary to law or otherwise unenforceable will not affect the remaining terms of this Agreement, which will be construed as if the unenforceable terms were absent from this Agreement. (i) Time of Performance. Time is of the essence of this Agreement. (j) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. The delivery of an executed signature page to this Agreement by facsimile, electronic or telecopy transmission shall constitute due execution and delivery of this Agreement for all purposes. 11. Acknowledgment. By signing this Agreement, the parties acknowledge that they have read this document, they know its contents and they are voluntarily signing it. 12. Environmental Matters. Itis the intention and agreement of Seller and Buyer that following conveyance of the Real Estate to the Buyer, Seller shall have no liability or exposure to Buyer with respect to any environmental remediation required on the Real Estate. Buyer is accepting the Real Estate in its “as is” condition with full liability therefor. Seller and Buyer agree, if a conveyance of the Real Estate occurs: (a) Buyer shall, at its sole expense, be responsible for and pay the cost of investigation, repairs, and modifications as are necessary to assure that the Real Estate is safeand appropriate for its intended uses; that the Real Estate complies with all applicable building codes or other applicable laws or regulations, and that the Real Pade 205 of 228 Estate is not in violation of any federal, state, or local laws, regulations, or orders pertaining to the environment or use of the Real Estate. (b) Buyer shall not look to and shall to the fullest extent permitted by law indemnify and hold harmless the Seller or its successors or assigns, including without limitation actual attorneys’ fees incurred by the Seller or its successors or assigns, for any reimbursement, apportionment, or contribution with respect to the liability assumed, and expenditures incurred by Buyer pursuant to subparagraph (a) above by reason of the existence of any hazardous waste or which may be assessed as response costs or investigative costs by any governmental agency, whether such right be pursuant to common law or statute. (c) The provisions of this Section 12 shall, in the case any one or more of the same is deemed to be unenforceable, be severable, meaning that the unenforceability of any given provisions shall not affect the enforceability of the remaining provisions. (d) This Section 12 shall inure to the benefit and be binding upon the Buyer, its successors and assigns, including any party to whom any of the Real Estate is conveyed or leased in whole or in part, by the Buyer. (ec) The provisions of subparagraphs (a) through (d), above, shall survive Closing. At Closing, the provisions of subparagraphs (a) through (d) shall be placed in recordable form, signed, and acknowledged by Buyer and Seller and then recorded by Seller, at Buyer’s expense, with the Muskegon County, Michigan, Register of Deeds. A copy of the Transfer of Liability Agreement is attached hereto and made a part hereof as Exhibit G. 13. Notices. All notices required or given under this Agreement shall be in writing and either delivered personally or mailed by certified mail, return receipt requested, addressed to the parties as follows: If to the Seller: Muskegon Public Schools Attention: Superintendent 1458 5" Street Muskegon, Michigan 49441 With a copy to: Thrun Law Firm, P.C. Attention: Piotr M. Matusiak, Esq. PO Box 2575 East Lansing, Michigan 48826 Paae 206 of 228 If to the Buyer: Hackley Public Library Attn: Library Board President 316 West Webster Avenue Muskegon, Michigan 49440 or to such other person or address as the party receiving such notice shall hereafte r have requested . in writing. Notices shall be effective on the date of personal delivery or mailing 14. Assignment. Neither party shall have the right to assign its rights under this Agreement to any person or entity without the prior written consent of the other party, which consent shall not be unreasonably withheld. 15. Student Commitment. Buyer shall maintain a purposeful and continuous relationship with Muskegon Public Schools and shall prioritize Muskegon Public Schools students over other students on a regular basis, an obligation which shall survive Closing. BUYER: Dated: January 8, 2024 HACKLEY PUBLIC LIBRARY Kevin Huss Its: Board President \ Karen Evans Its: Board Secretary Dated; January 10, 2024 SELLER: MUSKEGON PUBLIC SCHOOLS Zo By: Matthew T. Cortez [.WA Its: Superintendent 10 Paae 207 of 228 EXHIBIT A (Legal Description) Parcel 1: (Torrent House): Lot 6 and part of Lot 5 of Block 334 of the Revised Plat of 1903 of the City of Muskegon, Muskegon County, Michigan, described as follows: Commencing at the Northwest corner of said Lot 6 for point of beginning; thence North 50 degrees 57 minutes East along the Southerly line of Webster Avenue 70.60 feet; thence South 38 degrees 50 minutes East 33.00 feet; thence North 51 degrees 10 minutes East 10.65 feet; thence South 38 degrees 50 minutes East 19.45 feet; thence North 51 degrees 10 minutes East 5.65 feet; thence South 38 degrees 24 minutes East 82.15 feet to the Northerly line of the 20 foot alley in said block; thence SouthS1 degrees 18 minutes West along said Northerly line 87.30 feet to the Easterly line of Third Street; thence North 38 degrees 24 minutes West along said Easterly line 134.15 feet to the point of beginning. Parcel] 2: (Hackley Public Library): The Westerly 142.28 feet of Lot 6, Block 327 of the Revised Plat (of 1903) of the City of Muskegon, Muskegon County, Michigan as, recorded in Liber 3 of Plats Page 71. Paae 208 of 228 B EXHIBIT DISTRICT LIBRARY AGREEMENT AMENDMENT This District Library Agreement Amendment (“Amendment”) is by and between Muskeg on Public Schools, a Michigan general powers school district organized and operatin g under the Michigan Revised School Code, MCL 380.1, ef seg., whose address is 1458 5" Street, Muskegon, Michig an 49441 (“District”) and the City of Muskegon, a Michigan home rule city organized and operating under the Michigan Home Rule City Act, MCL 117.1, et seq., whose address is 933 Terrace Street, Muskegon, Michigan 49440 (“City”) (the District and the City, individually a “Party” and collectively, the “Parties”. Whereas: 1. The District and the City are parties to a February 20, 2001 District Library Agreement (“District Library Agreement”), which established the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Library”). 2. District Library Agreement Section 7 may require — directly or through an incorporation by reference — the District to lease certain property to the Library, which property is commonly known as the Torrent House and the Hackley Public Library. 3. The second sentence of District Library Agreement Section 5(h) may require — directly or through an incorporation by reference — the District to make certain annual contributions to a Public Improvement Fund. 4. The District and the Library have entered into a Buy and Sell Real Estate dated Ten vary G 2024 (“Buy and Sell Agreement”), pursuant to which the Library plans to purchase the Torrent House and the Hackley Public Library, which property is more specifically described in that Buy and Sell Agreement (the “Property”), and pursuant to which the District and the Library desire to cease certain District annual contributions to the Public Improvement Fund. 5. The City supports the Property sale to the Library. 6. To resolve any ambiguity as to the District’s lease and annual contribution obligations under the District Library Agreement, the parties desire to amend the District Library Agreement to remove any such lease and annual contribution obligations from the District Library Agreement. Now Therefore, for the consideration of $1.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the District and the City, the parties agree as follows: Paae 209 of 228 1. Effective Date. The effective date of this Amendment shall be the date that Property title is transferred from the District to the Library. If the Property is not transferred from the District to the Library, then this Amendment shall have no force and effect. 2, Lease. The Parties hereby delete District Library Agreement Section 7 in its entirety, but personal property already transferred pursuant to that Section shall remain the personal property of the transferee. 3. Annual Contribution. The Parties hereby delete the second sentence of District Library Agreement Section 5(h) in its entirety. 4. Entire Agreement, This Amendment contains all of the agreements of the Parties with respect to any matter mentioned in this Amendment, and no prior agreement, ‘understanding, or representation pertaining to any such matter shall be effective for any purpose. No amendment or modification of this Amendment will be enforceable except if in writing and signed by both parties. 5. Ratification, Except as amended hereby, the District Library Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of a conflict between the District Library Agreement and this Amendment, this Amendment shall control. 6. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Michigan. 7. Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 8. Counterpart Signatures. This Amendment may be executed in one or more counterparts, which shall be construed together as one document. Any signature to this Amendment that is transmitted electronically or by facsimile or by portable document format (PDF), when so executed and delivered, shall be deemed to be an original signature for all purposes. 9. Signatory Authority. The City representative signing this Amendment on behalf of the City represents that the representative has authority to sign this Amendment on behalf of the City. [Signatures on the Following Page] Paae 210 of 228 MUSKEGON PUBLIC SCHOOLS eratebedtle= ie By: Matthew T. Cortez Its: Superintendent Date: feh 29 2024 CITY OF SKEGON (Cennrserm By: Johathan Seyferthas Signa >) Its: City Manager — Date: Fed. 22, » 2024 EXHIBIT C AMENDMENT AND TERMINATION AGREEMENT This Amendment and Termination Agreement (“Agreement”) is entered into as of the date of the last signature below (“Effective Date”) by and between Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, et seg., whose address is 1458 5" Street, Muskegon, Michigan 49441 (“District”) and the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Library”) (the District and the Library, individually a “Party” and collectively, the “Parties”). Whereas: 1, The District and the City of Muskegon are parties to a District Library Agreement dated February 20, 2001 (“District Library Agreement”), which established the Library. 2. The District Library Agreement contains attachments, which attachments are agreements between the District and the Library. 3. Those attachments include leases pursuant to which the District is leasing certain real property to the Library, and the attachments also contain provisions about the District making public improvement fund contributions for property leased to the Library. 4. The Library and the District have entered into an Agreement to Buy and Sell Real Estate dated Janvagge /0, 2024 (“Buy and Sell Agreement”), pursuant to which the District plans to sell the above-mentioned real property to the Library, which real property is more specifically described in the Buy and Sell Agreement (the “Property”). 5. The Parties are amenable to terminating and amending certain attachments to the District Library Agreement, as further specified below. Now Therefore, for the consideration of $1.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties agree as follows: 1. Termination. The following attachments to the District Library Agree ment are hereby terminated in their entirety and neither party shall have any further rights or obligations pursuant to those attachments: a. Schedule 2 to Exhibit C, Lease, Hackley Public Library Building. b. Schedule 3 to Exhibit C, Lease, Torrent House. it C — >. Amendment. The District Library Agreement contains an attachment labeled as Exhib Paae 212 of 228 “Transfer of Assets and Assumption of Liabilities and Contractual: Obligations” (the “Transfer Agreement”). The Transfer Agreement is amended as follows a. The last “whereas” clause is hereby deleted in its entirety, but any personal property already transferred pursuant to that clause shall remain the transferee’s. b. Section 3 is hereby deleted in its entirety. c. The first sentence of Section 9 is hereby revised to read as follows: “The School District and the District Library hereby establish a Public Improvement Fund to be held by the School District (‘Fund’).” ng: d. The rest of Section 9 is hereby deleted in its entirety and replaced with the followifirst “The School District will contribute amounts to the Fund as provided in the sentence of paragraph 5(h) ofthe District Library Agreement. The Fund shall be used exclusively for capital replacements or extraordinary repairs to real property commonly known as the Torrent House, located at 315 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-334-0006-00 and real property commonly known as the Hackley Public Library, located at 316 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-327-0006-00. No expenditure shall be made from the Fund without the prior written approval of the School District and the District Library, which approval shall not be unreasonably withheld. All interest earned on the Fund shall accrue to the Fund. The parties may terminate the Fund by mutual written agreement, in which case the unused Fund balance will be distributed equally between the School District and the District Library.” 3. Ratification. Except as amended hereby, the above-mentioned “Transfer of Assets and Assumption of Liabilities and Contractual Obligations” shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of an inconsistency between that document and this Agreement, this Agreement shall govern. 4. Entire Agreement. This Agreement, together with the District Library Agreement and its attachments as modified, contain all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement or those documents, and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No amendment or modification of this Agreement will be enforceable except if in writing and signed by both parties. 5. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Michigan. 6. Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 7. Counterpart Signatures. This Agreement may be executed in one or more counterparts, which shall be construed together as one document. Any signature to this Agreement that Paae 213 af 228 is transmitted electronically or by facsimile or by portable document format (PDF), when so executed and delivered, shall be deemed to be an original signature for all purposes. MUSKEGON PUBLIC SCHOOLS Signature: (For Signature at Closing) By: Matthew T. Cortez Its: Superintendent Date: , 2023 HACKLEY PUBLIC LIBRARY Signature: (For Signature at Closing) By: Its: Date: , 2023 Paae 214 of 228 EXHIBIT D QUITCLAIM DEED operating Muskegon Public Schools, a Michigan general powers school district organized andMuskeg Street, on, under the Revised School Code, MCL 380.1, et seq., whose address is 1458 5" district library, Michigan 49441 (“Grantor”) quit claims to Hackley Public Library, a Michigan property whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Grantee”),Michiga n, commonly known as the Torrent House, located at 315 W. Webster Avenue, Muskegon, which property is legally described as: Lot 6 and part of Lot 5 of Block 334 of the Revised Plat of 1903 of the City of Muskegon, Muskegon County, Michigan, described as follows: Commencing at the Northwest corner of said Lot 6 for point of beginning; thence North 50 degrees 57 minutes East along the Southerly line of Webster Avenue 70.60 feet; thence South 38 degrees 50 minutes East 33.00 feet; thence North 51 degrees 10 minutes East 10.65 feet; thence South 38 degrees 50 minutes East 19.45 feet; thence North 51 degrees 10 minutes East 5.65 feet; thence South 38 degrees 24 minutes East 82,15 feet to the Northerly line of the 20 foot alley in said block; thence South51 degrees 18 minutes West along said Northerly line 87.30 feet to the Easterly line of Third Street; thence North 38 degrees 24 minutes West along said Easterly line 134.15 feet to the point of beginning. (the “Property”), Parcel No. 24-205-334-0006-00, for the sum of one and 00/100 dollar ($1.00). Restrictions. This Deed is subject to the restrictions contained in (1) the deed by which Grantor’s predecessor obtained title to the Property (Liber 1810, Page 891 of the Muskegon County Register of Deeds), including the City of Muskegon’s right to repurchase the Property, and (2) the deed by which Grantor obtained title to the Property (Liber 1810, Page 893 of the Muskegon County Register of Deeds). Nothing herein is intended to be a prohibition by the Grantor against using the Property for any lawful educational purpose. Buyer shall use its best efforts to keep the building that is on the Property as of the date on this Deed within the City of Muskegon. This transaction is exempt from real estate transfer tax pursuant to MCL 207.505(h)@) and MCL 207.526(h)(i). Paae 215 of 228 GRANTOR: MUSKEGON PUBLIC SCHOOLS a Michigan general powers school district Dated: , 2023 By: (For Signature at Closing) Matthew T. Cortez Its: Superintendent Acknowledged before me in Muskegon County, Michigan, this day of , 2023 by Matthew T. Cortez, Superintendent, Muskegon Public Schools, a Michigan general powers school district. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: When Recorded Return | Send Subsequent Tax Bills - | Prepared By (Without To:. os | Tos _ Opinion): Grantee Grantee Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, MI 48826-2575 Paae 216 of 228 QUITCLAIM DEED Muskegon Public Schools, a Michigan general powers school district organized and operating under the Revised School Code, MCL 380.1, et seq., whose address is 1458 5 Street, Muskegon, Michigan 49441 (“Grantor”) quit claims to Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Grantee”), property commonly known as the Hackley Public Library, located at 316 W. Webster Avenue, Muskegon, Michigan, which property is legally described as: The Westerly 142.28 feet of Lot 6, Block 327 of the Revised Plat (of 1903) of the City of Muskegon, Muskegon County, Michigan as, recorded in Liber 3 of Plats Page 71. (the “Property”), Parcel No. 24-205-327-0006-00, for the sum of one and 00/100 dollar ($1.00). Right of First Refusal. The Grantor shall have the right of first refusal to purchase the Property for $1.00 if the Grantee decides to sell or otherwise transfer the Property in whole or in part as follows: 1. The Grantee shall notify the Grantor of Grantee’s intent to sell or otherwise transfer title to the Property or part of the Property by sending a written notice to the Grantor to the Grantor’s address above (“Grantee Notice”). 2. Grantor may exercise its right of first refusal by sending a written notice to the Grantee to the Grantee’s address above within 30 days of Grantor’s receipt of the Grantee Notice, advising the Grantee of Grantor’s exercise of its right of first refusal (“Grantor Notice”). If Grantor fails to send such written notice, its Property right of first refusal shall terminate and the Grantee may sell or otherwise transfer the Property in whole or in part to another party. 3. If Grantor timely exercises its right of first refusal, then the Grantee shall sell the Property to the Grantor for $1.00. Provided, however, that the Grantor shall have 90 calendar days after sending the Grantor Notice to conduct title work, inspections, and other due diligence for the Property and the Grantor may choose not to purchase the Property if it is reasonably not satisfied with the results of the title work, inspections, or other due diligence; the Grantor shall have the right to enter the Property to conduct such inspections and other due diligence. Grantor’s right of first refiusal shall continue for 50 years from the date of this Deed, at which time the right will automatically extend for successive periods of 10 years each unless the Grantor and Grantee earlier agree in writing to terminate the right. This transaction is exempt from real estate transfer tax pursuant to MCL 207.505(h)(i) and MCL 207,526(h)(i). Paae 217 of 228 GRANTOR: MUSKEGON PUBLIC SCHOOLS a Michigan general powers school district Dated: , 2023 By: (For Signature at Closing) Matthew T. Cortez Its: Superintendent Acknowledged before me in Muskegon County, Michigan, this day of , 2023 by Matthew T. Cortez, Superintendent, Muskegon Public Schools, a Michigan general powers school district. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: When Recorded Return | Send Subsequent Tax Bills | Prepared By (Withont To: To: Opinion): Grantee Grantee Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, MI 48826-2575 Paae 218 of 228 EXHIBIT E RIGHT OF FIRST REFUSAL MEMORANDUM OF UNDERSTANDING This Right of First Refusal Memorandum of Understanding (“MOU”) is entered into as of the date of the last signature below (“Effective Date”) by and between Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, et seg., whose address is 1458 5" Street, Muskegon, Michigan 49441 (“District”) and the City of Muskegon, a Michigan home rule city organized and operating under the Michigan Home Rule City Act, MCL 117.1, et seg., whose address is 933 Terrace Street, Muskegon, Michigan 49440 (“City”) (the District and the City, individually a “Party” and collectively, the “Parties”). Whereas: 1. The District and the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Library”) have entered into an Agreement to Buy and Sell Real Estate dated (“Buy and Sell Agreement”), pursuant to which the District plans to sell certain real property to the Library, which property is commonly known as the Torrent House and the Hackley Public Library and which property is more specifically described in the Buy and Sell Agreement attached as Attachment 1 to this MOU (the “Property”). 2. Some of the Property is burdened by a right of first refusal held by the City, as reflected in deeds recorded in Liber 1810 Page 893 and Liber 1810 Page 891 with the Muskegon County Register of Deeds (“Right of First Refusal”), which Right of First Refusal specifically applies to a “transfer of ownership to other than a not for profit entity,” as that phrase is used in the deed recorded in Liber 1810 Page 893 (“Deed”) 3. The City supports the Property transfer and acknowledges that a transfer of the Property from the District to the Library is a transfer of ownership to a “not for profit entity” as used in the Deed and, accordingly, the Right of First Refusal does not apply to such a transfer of ownership. Now Therefore, for the consideration of $1.00 and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the District and the City, the parties agree as follows: 1. Right of First Refusal. The City acknowledges and agrees that a transfer of the Property from the District to the Library is a transfer of ownership to a “not for profit entity” as that phrase is used in the Deed and, accordingly, the Right of First Refusal does not apply to such a transfer of ownership. 2, Entire Agreement. This MOU contains all of the agreements of the Parties with respect to any matter covered or mentioned in this MOU, and no prior agreement, understanding, or Paae 219 of 228 representation pertaining to any such matter shall be effective for any purpose. No amendment or modification of this MOU will be enforceable except if in writing and signed by both parties. 3. Governing Law. This MOU shall be construed in accordance with and governed by the laws of the State of Michigan. 4. Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 5. Counterpart Signatures. This MOU may be executed in one or more counterparts, which shall be construed together as one document. Any signature to this MOU that is transmitted electronically or by facsimile or by portable document format (PDF), when so executed and delivered, shall be deemed to be an original signature for all purposes. 6. Signatory Authority. The City representative signing this MOU on behalf of the City represents that the representative has authority to sign this MOU on behalf of the City. MUSKEGON PUBLIC SCHOOLS Signature: By: Matthew T. Cortez Its: Superintendent Date: , 2023 The foregoing was acknowledged before me in Muskegon County, Michigan, this day of , 2023, by Matthew T. Cortez, Superintendent, Muskegon Public Schools, a Michigan general powers school district. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: 2 Paae 220 of 228 CITY OF MUSKEGON Signature: By: Jonathan Seyferth Its: City Manager Date: , 2023 The foregoing was acknowledged before me in Muskegon County, Michigan, this day of _, 2023, by Jonathan Seyferth, the City Manager ofthe City ofMuskegon, a Michigan home rule city. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: Prepared by and after recording return to: Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, Michigan 48826-2575 3 Paae 221 of 228 EXHIBIT F PURCHASER’S STATEMENT The Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Purchaser”), is purchasing from Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, ef seg., whose address is 1458 5" Street, Muskegon, Michigan 49441 (‘Seller’), real property commonly known as the Torrent House, located at 315 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-334-0006-00 and real property commonly known as the Hackley Public Library, located at 316 W. Webster Avenue, Muskegon, Michigan, Parcel No. 24-205-327- 0006-00; both properties are legally described as: Parcel 1: (Torrent House): Lot 6 and part of Lot 5 of Block 334 of the Revised Plat of 1903 of the City of Muskegon, Muskegon County, Michigan, described as follows: Commencing at the Northwest comer of said Lot 6 for point of beginning; thence North 50 degrees 57 minutes East along the Southerly line of Webster Avenue 70.60 feet; thence South 38 degrees 50 minutes East 33.00 feet; thence North 51 degrees 10 minutes East 10.65 feet; thence South 38 degrees 50 minutes East 19.45 feet; thence North 51 degrees 10 minutes East 5.65 feet; thence South 38 degrees 24 minutes East 82.15 feet to the Northerly line of the 20 foot alley in said block; thence South51 degrees 18 minutes West along said Northerly line 87.30 feet to the Easterly line of Third Street; thence North 38 degrees 24 minutes West along said Easterly line 134.15 feet to the point of beginning. Parcel 2: (Hackley Public Library): The Westerly 142.28 feet of Lot 6, Block 327 of the Revised Plat (of 1903) of the City of Muskegon, Muskegon County, Michigan as, recorded in Liber 3 of Plats Page 71. (collectively, the “Property”), Parcel Nos. 24-205-334-0006-00 and 24-205-327-0006-00. The Purchaser confirms, acknowledges, and agrees that: (1) Ithas inspected the Property and agrees to take the Property “as is” with all personal property and debris and in its present condition. (2) The Seller expressly disclaims any and all warranties of any kind with regards to the Property. Paae 222 of 228 (3) Except as provided in the Agreement to Buy and Sell Real Estate between these Parties dated , there are no written or oral understandings between theSeller and the Purchaser regarding the Property. The provisions stated above shall survive closing. PURCHASER: HACKLEY PUBLIC LIBRARY Signature: (For Signature at Closing) By: Its: Date: , 2023 The foregoing was acknowledged before me in Muskegon County, Michigan, this day of , 2023, by , the of Hackley Public Library, a Michigan district library. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: Prepared by and after recording return to: Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, Michigan 48826-2575 2 Paae 223 of 228 EXHIBIT G TRANSFER OF LIABILITY AGREEMENT This Transfer of Liability Agreement (this “Agreement”) is entered into as of the date of the last signature below. It is the intention and agreement of Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, et seq., whose address is 1458 5" Street, Muskegon, Michigan 49441 (“Seller”) and the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Purchaser”), that following conveyance by the Seller to the Purchaser of property commonly known as the Torrent House and property commonly known as the Hackley Public Library, both of which are legally described in Attachment 1 to this Agreement (collectively, the “Property”), the Seller shall have no liability or exposure to Purchaser with respect to any environmental remediation required on the Property. The Purchaser is accepting the Property in its “as is” condition with full liability therefor. Seller and the Purchaser agree as follows: (a) Purchaser shall, at its sole expense, be responsible for and pay the cost of investigation, repairs, and modifications as are necessary to assure that the Property is safe and appropriate for its intended uses; that the Property complies with all applicable building codes or other applicable laws or regulations; and that the Property is not in violation of any federal, state, or local laws, regulations, or orders pertaining to the environment or use of the Property. (b) Purchaser to the fullest extent permitted by law shall not look to and shall indemnify and hold harmless the Seller or its successors or assigns, including without limitation actual attomeys’ fees incurred by the Seller orits successors or assigns, for any reimbursement, apportionment, or contribution with respect to the liability assumed, and expenditures incurred by Purchaser pursuant to Paragraph (a) above by reason of the existence of any hazardous waste or which may be assessed as response costs or investigative costs by any governmental agency, whether such right be pursuant to common law or statute. (c) The provisions of this Agreement shall, in the case any one or more of the same is deemed to be unenforceable, be severable, meaning that the unenforceability of any given provisions shall not affect the enforceability of the remaining provisions. (d) This Agreement shall inure to the benefit and be binding upon the Purchaser and its successors and assigns, including any party to whom any of the Property is conveyed or leasedin whole or in part by the Purchaser. (e) The provisions of paragraphs (a) through (d), above, shall surviv e closing. This Seller, Agreement shall be signed and acknowledged by the Purchaser and the Regist and record ed by the Seller, at Purchaser’s expense, with the Muskegon County, Michigan, er of Deeds. Paae 224 of 228 SELLER: MUSKEGON PUBLIC SCHOOLS, a Michigan general powers school district Signature: (For Signature at Closing) Printed Name: Matthew T. Cortez Its: Superintendent Dated: , 2023 Acknowledged before me in Muskegon County, Michigan, this day of ,2023 by Matthew T. Cortez, Muskegon Public Schools, a Michigan general powers school district. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: 2 Paae 225 of 228 PURCHASER: HACKLEY PUBLIC LIBRARY, a Michigan district library Signature: (For Signature at Closing) Printed Name: Its: Dated: , 2023 The foregoing was acknowledged before me in Muskegon County, Michigan, this day of , 2023, by , the of Hackley Public Library, a Michigan district library. (signature) (printed) Notary Public, County, Michigan My Commission Expires: Acting in the County of: Prepared by and after recording return to: Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, Michigan 48826-2575 3 Paae 226 of 228 Attachment 1 to Transfer of Liability Agreement: Legal Description of Property Paae 227 of 228 Real property commonly known as the Torrent House, located at 315 W. Webster Avenue, Muskegon, Michigan, and real property commonly known as the Hackley Public Library, located at 316 W. Webster Avenue, Muskegon, Michigan; both parcels are legally described as: Parcel 1: (Torrent House): _ Lot 6 and part of Lot 5 of Block 334 of the Revised Plat of 1903 of the City of Muskegon, Muskegon County, Michigan, described as follows: Commencing at the Northwest corner of said Lot 6 for point of beginning; thence North 50 degrees 57 minutes East along the Southerly line of Webster Avenue 70.60 feet; thence South 38 degrees 50 minutes East 33.00 feet; thence North 51 degrees 10 minutes East 10.65 feet; thence South 38 degrees 50 minutes East 19.45 feet; thence North 51 degrees 10 minutes East 5.65 feet; thence South 38 degrees 24 minutes East 82.15 feet to the Northerly line of the 20 foot alley in said block; thence South51 degrees 18 minutes West along said Northerly line 87.30 feet to the Easterly line of Third Street; thence North 38 degrees 24 minutes West along said Easterly line 134.15 feet to the point of beginning. é Parcel 2: (Hackley Public Library): The Westerly 142.28 feet of Lot 6, Block 327 of the Revised Plat (of 1903) of the City of Muskegon, Muskegon County, Michigan as, recorded in Liber 3 of Plats Page 71. (collectively, the “Property”), Parcel Nos. 24-205-334-0006-00 and 24-205-327-0006-00. Paae 228 of 228 DISTRICT LIBRARY AGREEMENT AMENDMENT This District Library Agreement Amendment (“Amendment”) is by and between Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, ef seg., whose address is 1458 5" Street, Muskegon, Michigan 49441 (‘District”) and the City of Muskegon, a Michigan home rule city organized and operating under the Michigan Home Rule City Act, MCL 117.1, e¢ seg., whose address is 933 Terrace Street, Muskegon, Michigan 49440 (“City”) (the District and the City, individually a “Party” and collectively, the “Parties”’). Whereas: 1. The District and the City are parties to a February 20, 2001 District Library Agreement (“District Library Agreement”), which established the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Library”). District Library Agreement Section 7 may require — directly or through an incorporation by reference -- the District to lease certain property to the Library, which property is commonly known as the Torrent House and the Hackley Public Library. The second sentence of District Library Agreement Section 5(h) may require ~ directly or through an incorporation by reference — the District to make certain annual contributions to a Public Improvement Fund. The District and the Library have entered into a Buy and Sell Real Estate dated January 10, 2024 (“Buy and Sell Agreement’), pursuant to which the Library plans to purchase the Torrent House and the Hackley Public Library, which property is more specifically described in that Buy and Sell Agreement (the “Property”), and pursuant to which the District and the Library desire to cease certain District annual contributions to the Public Improvement Fund. . The City supports the Property sale to the Library. To resolve any ambiguity as to the District’s lease and annual contribution obligations under the District Library Agreement, the parties desire to amend the District Library Agreement to remove any such lease and annual contribution obligations from the District Library Agreement. Now Therefore, for the consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the District and the City, the parties agree as follows: lt. Effective Date, The effective date of this Amendment shall be the date that Property title is transferred from the District to the Library. If the Property is not transferred from the District to the Library, then this Amendment shall have no force and effect. . Lease. The Parties hereby delete District Library Agreement Section 7 in its entirety, but personal property already transferred pursuant to that Section shall remain the personal property of the transferee. Annual Contribution. The Parties hereby delete the second sentence of District Library Agreement Section S(h) in its entirety. . Entire Agreement. This Amendment contains all of the agreements of the Parties with respect to any matter mentioned in this Amendment, and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No amendment or modification of this Amendment will be enforceable except if in writing and signed by both parties. . Ratification. Except as amended hereby, the District Library Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified. In the event of a conflict between the District Library Agreement and this Amendment, this Amendment shall control. . Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Michigan. . Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. . Counterpart Signatures. This Amendment may be executed in one or more counterparts, which shall be construed together as one document. Any signature to this Amendment that is transmitted electronically or by facsimile or by portable document format (PDF), when so executed and delivered, shall be deemed to be an original signature for all purposes. . Signatory Authority. The City representative signing this Amendment on behalf of the City represents that the representative has authority to sign this Amendment on behalf of the City. [Signatures on the Following Page] MUSKEGON PUBLIC SCHOOLS Signature: ledlle= Zi / By: Matthew T. Cortez 7 Its: Superintendent Date eh LF 2024 CITY OF SKEGON Signa Cenverm CSJ By: Jonathan Seyferth Its: City Manager pate: Key, 22, 2024 RIGHT OF FIRST REFUSAL MEMORANDUM OF UNDERSTANDING This Right of First Refusal Memorandum of Understanding (“MOU”) is entered into as of the date of the last signature below (“Effective Date”) by and between Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, et seg., whose address is 1458 5 Street, Muskegon, Michigan 49441 (“District”) and the City of Muskegon, a Michigan home rule city organized and operating under the Michigan Home Rule City Act, MCL 117.1, et seg., whose address is 933 Terrace Street, Muskegon, Michigan 49440 (“City”) (the District and the City, individually a “Party” and collectively, the “Parties”). Whereas: 1. The District and the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskegon, Michigan 49440 (“Library”) have entered into an Agreement to Buy and Sell Real Estate dated January 10, 2024 (“Buy and Sell Agreement”), pursuant to which the District plans to sell certain real property to the Library, which property is commonly known as the Torrent House and the Hackley Public Library and which property is more specifically described in the Buy and Sell Agreement excerpt attached as Attachment 1 to this MOU (the “Property”). 2. Some of the Property is burdened by a right of first refusal held by the City, as reflected in deeds recorded in Liber 1810 Page 893 and Liber 1810 Page 891 with the Muskegon County Register of Deeds (“Right of First Refusal”), which Right of First Refusal specifically applies to a “transfer of ownership to other than a not for profit entity,” as that phrase is used in the deed recorded in Liber 1810 Page 893 (“Deed”). 3. The City supports the Property transfer and acknowledges that a transfer of the Property from the District to the Library is a transfer of ownership to a “not for profit entity” as used in the Deed and, accordingly, the Right of First Refusal does not apply to such a transfer of ownership. Now Therefore, for the consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the District and the City, the parties agree as follows: 1. Right of First Refusal. The City acknowledges and agrees that a transfer of the Property from the District to the Library is a transfer of ownership to a “not for profit entity” as that phrase is used in the Deed and, accordingly, the Right of First Refusal does not apply to such a transfer of ownership. 2. Entire Agreement. This MOU contains all of the agreements of the Parties with respect to any matter covered or mentioned in this MOU, and no prior agreement, understanding, or representation pertaining to any such matter shall be effective for any purpose. No amendment or modification of this MOU will be enforceable except if in writing and signed by both parties. 3. Governing Law. This MOU shall be construed in accordance with and governed by the laws of the State of Michigan. 4, Successors and Assigns. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 5, Counterpart Signatures. This MOU may be executed in one or more counterparts, which shall be construed together as one document. Any signature to this MOU that is transmitted electronically or by facsimile or by portable document format (PDF), when so executed and delivered, shall be deemed to be an original signature for all purposes. 6. Signatory Authority. The City representative signing this MOU on behalf of the City represents that the representative has authority to sign this MOU on behalf of the City. MUSKEGON PUBLIC SCHOOLS Signature: | a By: Matthew T. Cortez Its: Superintendent Date: 2/ a , 2024 The foregoing was acknowledged before me in Muskegon County, Michigan, this” day of are , 2024, by Matthew T. Cortez, Superintendent, Muskegon Public Schools, a Michigan general powers school district. Gul ro ~ N erase (printed) BROWN SHEILA- State | Sheila Brow/ . of Michigan County of Muskegon Notary Public Notary Public, Viuesleq ov _____County, Michigan sy Commission Expires Mar 7, 3029 My Commission Expires? 2/7/2029 f acting in tne County of £1 Acting in the County of: Mus Weegon) CITY OF SIKEGON Signaturé: C Sa eh By: Jonathan $eyferth Its: City Manager pate; eh, 22. , 2024 The foregoing was acknowledged before me in Muskegon County, Michigan, this My of LIA WK, 2024, by Jonathan Seyferth, the City Manager of the City of Muskegon, a Michigan home rule city! LyY) . KO. Sect (t¢___ (signature) , WD. Shbib— (printed) Notary Public, YW\USYecw County, Michigan My Commission Expires: (2-[(|202.3 Acting in the County of: van {oe A BO Prepared by and after recording return to: Piotr M. Matusiak, Esq. Thrun Law Firm, P.C. P.O. Box 2575 East Lansing, Michigan 48826-2575 MOU Attachment 1 Buy and Sell Agreement Excerpt DISTRICT LIBRARY AGREEMENT AMENDMENT This District Library Agreement Amendment (“Amendment”) is by and between Muskegon Public Schools, a Michigan general powers school district organized and operating under the Michigan Revised School Code, MCL 380.1, ef seg., whose address is 1458 5" Street, Muskegon, Michigan 49441 (“District”) and the City of Muskegon, a Michigan home tule city organized and operating under the Michigan Home Rule City Act, MCL 117.1, et seq., whose address is 933 Terrace Street, Muskegon, Michigan 49440 (“City”) (the District and the City, individual ly a “Party” and collectively, the “Parties’’), Whereas: 1. The District and the City are parties to a February 20, 2001 District Library Agreement (“District Library Agreement”), which established the Hackley Public Library, a Michigan district library, whose address is 316 West Webster Avenue, Muskego n, Michigan 49440 (“Library”). District Library Agreement Section 7 may require — directly or through an incorporation by reference — the District to lease certain property to the Library, which property is commonly known as the Torrent House and the Hackley Public Library. The second sentence of District Library Agreement Section 5 (h) may require — directly or through an incorporation by reference — the District to make certain annual contributions to a Public Improvement Fund. The District and the Library have entered into a Buy and Sell Real Estate dated January 10, 2024 (“Buy and Sell Agreement”), pursuant to which the Library plans to purchase the Torrent House and the Hackley Public Library, which property is more specifically described in that Buy and Sell Agreement (the “Property”), and pursuant to which the District and the Library desire to cease certain District annual contributi ons to the Public Improvement Fund. The City supports the Property sale to the Library. To resolve any ambiguity as to the District’s lease and annual contributi on obligations under the District Library Agreement, the parties desire to amend the District Library Agreement to remove any such lease and annual contribution obligatio ns from the District Library Agreement. Now Therefore, for the consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both the District and the City, the parties agree as follows: I, Effective Date. The effective date of this Amendment shall be the date that Property title is transferred from the District to the Library. If the Property is not transferred from the District to the Library, then this Amendment shall have no force and effect. EXHIBIT A (Legal Description) Parcel 1: (Torrent House): Lot 6 and part of Lot 5 of Block 334 of the Revise d Plat of 1903 of the City of Muskegon, Muskegon County, Michigan, described as follows: Commencing at the Northwest corner of said Lot 6 for point of beginn ing; thence North 50 degrees 57 minutes East along the Southerly line of Webste r Avenue 70.60 feet; thence South 38 degrees 50 minutes East 33.00 feet; thence North 51 degrees 10 minutes East 10.65 feet; thence South 38 degrees 50 minutes East 19.45 feet; thence North 51 degrees 10 minutes East 5.65 feet; thence South 38 degrees 24 minutes East 82.15 feet to the Northerly line of the 20 foot alley in said block; thence South51! degrees 18 minutes West along said Northerly line 87.30 feet to the Easterly line of Third Street; thence North 38 degrees 24 minutes West along said Easterly line 134.15 feet to the point of beginning. Parcel 2: (Hackley Public Library): The Westerly 142.28 feet of Lot 6, Block 327 of the Revise d Plat (of 1903) of the City of Muskegon, Muskegon County, Michigan as, record ed in Liber 3 of Plats Page 71.
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