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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
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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
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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
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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
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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:
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(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
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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
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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
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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
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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
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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.
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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:
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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]
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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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