Approved Agreements and Contracts 2024/02/13 Hackley Library/Torrent House Agreement

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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]




                                                                                            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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