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SITE ACCESS AGREEMENT
This Site Access Agreement (“Agreement”) is made by and between the City of Muskegon,
a Municipal corporation, of 933 Terrace Street, Muskegon, Michigan 49440 (“City”) and Muskegon
County Land Bank Authority, a Michigan limited liability company, of 173 E Apple Ave #104,
Muskegon, MI 49442 (“Land Bank”) (together the “Parties”) with reference to the following facts:
Background
A. City owns the real property commonly known as 417 Jackson Ave., Muskegon,
Michigan 49442, Parcel No. 24-205-024-0001-00 (“Site”). The Site includes two (2) buildings
(“Buildings”).
B. Land Bank requests permission to enter the Site for the exclusive purposes of
preparing the Site for redevelopment, demo, remodeling, remediation, site prep, and general
construction (the “Scope of Work”).
Therefore, for good and valuable consideration, the parties agree as follows:
1. Access. City gives permission to Land Bank or its agents, contractors, or other
authorized representatives (collectively, “Authorized Parties”) to enter upon the Site to perform the
Scope of Work. This permission is effective immediately upon the execution of this Agreement by
City and Land Bank. Authorized Parties may enter the Site during normal business hours and may
also make special arrangements to enter the Site at other times after agreement from the City.
2. Scope of Work. The permission granted by City under this Agreement is
contemplated to be used solely for the purposes of redevelopment, demo, remodeling, remediation,
site prep, and general construction (the “Scope of Work”). No actions outside of the Scope of Work
may be taken by the Authorized Parties without the express prior written consent of the City. Land
Bank agrees that the structural integrity of the Buildings or their foundations will be maintained
during the course of the investigation and upon completion of the Scope of Work. City shall have
the right at any time during the term of this Agreement to inspect the Site.
3. Costs. Authorized Parties will perform the Scope of Work and any other activity
telated to this Agreement at their sole cost and expense. Authorized Parties will not allow any
mechanics or other lien to be placed on the Site. Should any such lien atise due to the acts or
omissions of Authorized Parties or subcontractors working on behalf of Authorized Parties, Land
Bank will, no later than 20 days from the claim of such lien, fully discharge the lien at their expense.
City is not requited to perform any activity or incur any expense for any purpose under this
Agreement.
4, Default. If Authorized Parties fails to perform any of its respective obligations, or
Land Bank fails to perform their obligations set forth in this Agreement, City may terminate and
cancel Authorized Parties’ right of access to the Site, cure the default, and/or pursue all or any other
remedies available under law or in equity, including, without limit, pursuit of equitable remedies such
as enforcement of obligations by specific performance and/or pursuit of a temporary and/or
permanent injunction. If City cures a default, then Land Bank shall reimburse City for the costs
thereof within ten (10) business days of written request for reimbursement. A default by Authorized
Parties shall be deemed a default by Land Bank.
5. No Admission. The granting of this permission by the City is not intended, nor
should it be construed, as an admission of liability on the part of the City or the City’s successors
and assigns for any contamination discovered on the Site.
6. Indemnification. Land Bank shall require that any of its agents, contractors,
representatives, or consultants indemnify and hold City harmless from any and all liabilities, claims,
losses, suits, actions, judgments, damages, costs (including reasonable attorneys’ fees), or penalties
atising out of an Authorized Party’s exercise of the right to access the Site and conduct the
investigation.
7. Insurance. Prior to Authorized Parties entering the Site to conduct the Scope of
Work, Land Bank shall, and shall cause Authorized Parties to, obtain, maintain, and deliver to City
evidence thereof, at no cost or expense to City:
a. Professional liability errors and omissions coverage in an amount of not less than
$2,000,000.00;
b. Commercial general liability coverage including personal injury, products, and
completed operations liability, with bodily injury and property damage limits of not
less than $2,000,000.00 per occurrence, and contractual liability, advertising, and
personal injury limits of $1,000,000.00 per person or organization;
c. Worket’s compensation coverage with statutory limits; and
d. Commercial automobile liability coverage, including owned, non-owned, and hired
vehicles with coverages of not less than $1,000,000.00 for bodily injury and property
damage for each accident. This insurance must be in the form of an “occurrence”
policy.
Such policies to name City as an additional insured party, which insurance shall provide coverage
against any claim for personal liability or property damage caused by the Authorized Parties or their
employees, agents, representatives, or consultants in connection with the Scope of Work.
8. Waiver of Claims. Land Bank acknowledges that it enters onto the Site and
performs the Scope of Work at its own risk. Land Bank, for themselves and their respective officers,
directors, shareholders, members, affiliates, agents, employees, and subconttactors, waive any and all
Claims against City arising out of, in connection with, resulting from, or incidental to, directly or
indirectly, the conditions of the Property or any improvements on the-Propetty.
9. Term. The term is this Agreement shall commence immediately upon the execution
of this Agreement by the Parties and end on DeCemberd|, 20236, 2624-Any party to this
Agreement may terminate this Agreement by giving 30 days advanced ya ot all Parties
may terminate the Agreement at any time by written agreement.
10. Notices. Any notices requited to be made under this Agreement shall be made in
writing to the address of the appropriate party as set forth below. All such notices shall be deemed
to have been duly given and received upon the transmission of an e-mail when sent by e-mail to the
other patty; three (3) business days after mailing by certified mail return receipt requested; or upon
delivery by courier or personal delivery service. Parties may alter or modify their notice address by
delivery of written notice pursuant to the terms of this Agreement.
To City: City of Muskegon
Attn: City Manager
933 Terrace Street
Muskegon, MI 49440
With a copy to: Parmenter Law
601 Terrace Street, Suite 200
Muskegon, Michigan 49440
Attention: Brennen Gorman
E-mail: brennen@parmenterlaw.com
To Land Bank: Muskegon County Land Bank Authotity
173 E Apple Ave #104
Muskegon, MI 49442
Attention:
E-mail:
11. General Provisions.
a. Notices. Any notice required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given (a) on the same date as the date
on which such notice is delivered personally; (b) on the date that is three (3) business days
after the date on which such notice is deposited in the United States registered or certified
mail, postage prepaid, return receipt requested; or (c) on the date that is one (1) business day
after the date on which such notice is sent by overnight coutier services (such as Federal
Express or any other nationally-recognized courier service) for next business day delivery,
and, in each case, sent to the address set forth above, or to such other address as either party
may from time to time specify in a written notice to the other in accordance with the terms
hereof.
b. Assignment. Land Bank shall not assign this Agreement without City’s prior
consent, which consent may be withheld or granted in Sellet’s sole and absolute discretion.
€. Successots and Assigns. Subject to Section 11(b), this Agreement shall be
binding upon, and inure to the benefit of, the patties hereto and their respective successors
and assigns.
d. Amendments. This Agreement may be amended or modified only by a
written instrument duly authorized and executed by the patty or parties intended to be
bound thereby.
é. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan, without regard to the application of
choice of law principles.
f. Counterparts. ‘This Agreement may be executed in two of more
counterpatts, each of which shall be deemed an original, but all of which together shall
constitute one and the same document.
g. Severability. In the event that any provision of this Agreement is held to be
invalid or unenforceable by a Court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the other provisions hereof so that this Agreement is
valid and enforceable to the fullest extent permitted by law.
h. Non-Business Days. If a Party is required to perform an act or give a
notice on a date that is a Saturday, Sunday, or national holiday, the date such performance or
notice is due shall be deemed to be the next business day.
CITY: LAND BANK:
CITY OF MUSKEGON MUSKEGON COUNTY LAND BANK
AUTHORITY
By: © irl done By:
Name’“Ken Johnson Name: “Timalhy S WSuvest
Title: Its Mayor , Title: Zend. forwk ) prevbn
Date: Y—-16: 223 Y Date: “@Ul-2Qy
Name: Ann Meisch
Title: City Clerk
Date: MA-|¢-Ve2e
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