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REAL ESTATE PURCHASE AND SALE AGREEMENT Property located at 2675 Olthoff Drive Muskegon, MI being Parcel #61-24-696-000-0069-00 by and between BLUEWATER INDUSTRIAL DEVELOPMENT, LLC, as Buyer and the CITY OF MUSKEGON as Seller REAL ESTATE PURCHASE AND SALE AGREEMENT This Real Estate Purchase and Sale Agreement (the “Agreement”) is made this _[Y. day of May, 2024, (the last date of execution of this Agreement by Buyer and Seller being the (“Effective Date”) by and between BLUEWATER INDUSTRIAL DEVELOPMENT, LLC, a Michigan limited liability company (“Buyer”), whose address is the 16920 Ferris Street, Grand Haven, Michigan 49417, and the CITY OF MUSKEGON (“Seller”), whose address is 933 Terrace Street, Muskegon, MI 49440. RECITALS A. Seller is the fee simple owner of approximately 12.87 acres of unimproved land located at 2675 Olthoff Drive, Muskegon, MI being parcel #61-24-696-000-0069-00 and depicted on Exhibit A (the “Property”). NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows: AGREEMENT 1. Purchase and Sale. Subject to the terms and conditions contained in this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, the Property. The sale of the Property is subject to taxes for the year of Closing (as defined in Paragraph 14 (Taxes and Assessments)) and all subsequent years and Permitted Exceptions (as defined in Paragraph 6 (Title Insurance)). 2. Purchase Price. The purchase price for the Property shall be One Hundred Thirty Thousand Dollars ($130,000) (the “Purchase Price”). 3. Earnest Money Deposit. Within five (5) business days after execution and delivery of this Agreement by the parties, Buyer shall deliver to the Title Company (as defined herein) an earnest money deposit in the amount of One Thousand Dollars ($1,000) (the “Deposit”). The Title Company shall hold the Deposit in escrow in accordance with this Agreement. If the title is not marketable, if any contingencies cannot be met, or if Buyer is otherwise entitled to a refund of the Deposit, then the Deposit shall be promptly refunded to Buyer. 4. Property Information. Within five (5) business days following the Effective Date, Seller shall deliver, without warranty, to Buyer copies of the items listed below to the extent they exist and are in Seller’s possession (collectively, the “Property Information”): (i) Any prior title evidence, such as a title commitment or policy together with copies of all easements and restrictions affecting the Property; (ii) The most recent survey of the Property in hard copy and CAD form, if possible; (iii) The written results, if any, of any environmental site assessments, engineering reports, geotechnical reports, wetland studies or remediation plans, or other inspections done at or on the Property, including testing and certification results from any on-site grading activities completed to date; (iv) All documentation, if any, relating to traffic mitigation and/or impact fees, mobilization fees, concurrency fees, or other similar fees; (v) All permits, if any, issued by governmental authorities for the Property; and (vi) All documentation, if any, relating to site plans or utility plans. All information obtained by Buyer or Buyer’s agents from Seller or Seller’s agents, employees, or contractors, or by reason of any study, inspection, test, examination, assessment of the Property, or other due diligence by Buyer or Buyer’s agents, including, but not limited to, the Property Information (collectively, “Confidential Information”), shall be held strictly confidential by Buyer and Buyer’s agents, subject only to mandatory disclosure pursuant to legal process, and provided, however, that Buyer shall have the right to share such Confidential Information with Buyer’s members, managers, investors, partners, employees, agents, contractors, advisors, attorneys, accountants, consultants, bankers, and financial advisors who agree to respect the confidentiality of this information. Seller makes no representation or warranty as to the accurateness ot completeness of the Property Information. 5, Survey. Within five (5) business days after the Effective Date, Buyer shall order an ALTA survey of the Property (the “Survey”). The Survey shall be prepared in accordance with Buyer’s requirements. The cost of the Survey shall be paid by Buyer. 6. Title Insurance. Within five (5) business days after the Effective Date, Buyer shall order a commitment for an ALTA owner’s policy of title insurance (the “Commitment”) in the amount of the Purchase Price and insuring marketable title vested in Buyer, issued by the following title insurance company (the “Title Company”): Sun Title Agency 16916 Robbins Road Grand Haven, MI 49417 Attn: TJ Pontarelli Email: tjpontarelli@suntitleagency.com Phone: 616-402-1700 The policy to be issued pursuant to the Commitment shall guarantee Buyer’s title to be in the condition called for by this Agreement. If either the Survey or the Commitment reveals any encroachments, overlaps, easements, restrictions, covenants, conditions, or other title matters that are not objected to in writing or waived in accordance with the provisions herein, then such matters shall be deemed “Permitted Exceptions.” If either the Survey or the Commitment reveals any encroachments, overlaps, easements, restrictions, covenants, conditions, or other title matters that are objectionable to Buyer, then Buyer, within thirty (30) days after receipt of the Survey and Commitment (whichever is received last), may notify Seller in writing of such objections (hereinafter “Title Objections”). Seller shall have a period of thirty (30) days after receipt of Buyer’s written notice of Title Objections (the “Seller’s Cure Period”) to, at its option, cure any such Title Objections it intends to cure at or before Closing (the “Seller’s Cure Notice”). Seller shall use commercially reasonable efforts to cure any Title Objections and Seller must cure those liens or encumbrances securing monetary obligations of Seller which can be discharged upon payment of an ascertainable amount (the “Monetary Obligations”). If Seller elects not to cure or fails to cure one or more Title Objections within the Seller’s Cure Period, Buyer may in addition to any other remedy hereunder: (i) Accept the uncured Title Objections, which shall then be deemed Permitted Exceptions, and require Seller to deliver title to the Property at Closing in its existing condition subject only to the Permitted Exceptions with no reduction in the Purchase Price; or (ii) Terminate this Agreement and require the Title Company to return to Buyer the Deposit paid to date, whereupon this Agreement shall be automatically terminated and all parties released from further obligation hereunder, except for those matters that expressly survive such termination. Buyer shall have the right to update the Commitment from time to time prior to Closing. If any updated Commitment discloses new exceptions affecting title since the effective date of the previous Commitment, Buyer shall have the right to have said exceptions depicted on the Survey and to object to them in accordance with the timeframes and process provided for above, except that (a) any new Title Objection must be given not later than five (5) business days after the date of Buyer’s receipt of the updated commitment, (b) Seller’s Cure Period shall be thirty (30) days, and (c) if any new Title Objection is not cured during the Seller’s Cure Period, then Buyer shall have three (3) business days from the expiration of the Seller’s Cure Period cure period to terminate this Agreement by written notice to Seller in accordance with clause (ii) in the preceding paragraph. At Closing, the Title Company shall issue to Buyer a “marked” commitment or an ownet’s policy issued pursuant to the Commitment without standard exceptions and, as available and as requested by Buyer, with extended coverage containing a “Gap” endorsement (if such endorsement is required to insure the “Gap”), insuring the Buyer’s title in the condition as approved by Buyer pursuant to this Paragraph 6, a “Same Land” endorsement, an “Access” endorsement, a “Contiguity to Street” endorsement, a “Survey” endorsement, and a “P.I.N.” endorsement. Buyer, at its expense, shall be responsible for obtaining any survey sufficient to delete the standard survey exception and for the cost of any search required to delete the standard exception for oil, gas, and mineral rights. If any cure period provided to Seller under this Paragraph 6 extends beyond the expiration of the Due Diligence Period, as defined in Paragraph 7, then the Due Diligence Period shall be extended to the fifth (5"") business day following the expiration of such cure period. 7. Lease Up and Due Diligence. Commencing on the Effective Date and continuing until the sooner of (a) sixty (60) days thereafter, or (b) the date Buyer and its tenant enter into a written lease for the Property, Buyer shall use its best efforts to enter into a definitive lease agreement with its intended tenant for the building and other improvements Buyer intends to construct on the Property (the “Lease Up Period”). The “Due Diligence Period” shall commence upon the expiration of the Lease Up Period and shall expire at 11:59 p.m. on the date that is 90 days following the expiration of the Lease Up Period. Buyer shall use the Due Diligence Period to satisfy Buyer’s standard conditions for title, survey, environmental, physical inspection, zoning, utilities, final project costs, business feasibility, and all governmental approvals. Buyer may extend the Due Diligence Period by two (2) additional 30 day extension periods by written notice to Seller on or before the last day of the then current Due Diligence Period together with an additional earnest money deposit in the amount of Five Thousand and 00/100 Dollars ($5,000) to be held by the Title Company which shall be non-refundable to Buyer but applicable to the Purchase Price at Closing. Seller agrees to cooperate with Buyer in the pursuit of development and other incentives for Buyer’s intended development project on the Property as well as Buyer’s intended tenant for the project to the extent reasonably possible. Buyer and its representatives and consultants shall have the right to enter the Property to perform such tests as Buyer deems reasonably necessary, including, without limitation, soils and engineering tests, demolition and asbestos surveys and environmental tests. Buyer shall INDEMNIFY AND HOLD HARMLESS Seller, its partners, and it officers, directors, employees and agents from all claims, liability, and expense arising as a result of any activities of Buyer or its employees, agents, contractors, or representatives on the Property in connection with such inspections, studies and tests, and Buyer shall restore any portion of the Property or improvements disturbed by any such inspections, studies, and tests to the condition existing immediately prior to such operation. 8 Failure of Due Diligence Contingencies. If any of the contingencies and conditions in Paragraph 7 (Due Diligence) have not been met, or, in Buyer’s sole discretion, will not be met during the Due Diligence Period Buyer shall have the right and option, upon written notice to Seller prior to the end of the Due Diligence Period, to (1) waive any contingency or condition and proceed to Closing and the Deposit shall be nonrefundable except in the event of Seller’s default or (2) declare this Agreement terminated and have the Deposit, along with accrued interest, if any, returned to Buyer immediately. If Buyer timely exercises its right to declare this Agreement terminated and to receive a return of the Deposit, or if this Agreement otherwise becomes terminated, Buyer and Seller shall have no further obligation or liability to each other under this Agreement, except as expressly provided in this Agreement. 9. Conditions Precedent to Closing. Notwithstanding anything to the contrary contained in this Agreement, in addition to the other conditions set forth in this Agreement, Buyer will have no obligation to proceed with Closing unless all of the following conditions are satisfied or waived in writing as of the Closing Date: (i) Performance by Seller of its covenants and obligations under this Agreement; (it) No action, suit, or proceeding before any court or governmental authority is pending or threatened against Seller or the Property wherein an unfavorable judgment or outcome would materially prevent the catrying out of this Agreement or any of the transactions described herein; (iii) Seller’s representations and warranties set forth in Paragraph 10 (Seller’s Warranties) of this Agreement are true and accurate in all material respects as of the Closing Date; (iv) Site Delivery: Seller shall deliver exclusive possession of the Property at Closing free and clear of all tenancies and other rights of possession. (v) Satisfaction of Buyer’s standard conditions for title and survey, business feasibility, concurrency, physical inspection, zoning, utilities, and all governmental approvals. 10. Seller’s Warranties. Seller represents and warrants as follows: (i) Seller is the owner of the Property and has the full right, title, power, and authority to enter into this Agreement and convey title to the Property free and clear of all liens and encumbrances other than the Permitted Exceptions at Closing; (it) Seller’s title to the Property is a good, marketable and recordable title in fee simple, free and clear of all liens, encumbrances, easements, tenancies, rights, covenants, restrictions, reservations, conditions, charges, agreements, and other exceptions to title except: a. The lien of real property taxes that are not due or payable on or before Effective Date; b. Permitted Exceptions; c. The lien of Seller’s primary lender (if applicable) which shall be discharged upon Closing; d. The interest of the State of Michigan under Public Act 260 of 2003 and Public Act 261 of 2003 will expire by or before 12/31/24; and e. Any restrictions provided in Public Act No. 578 of Public Acts of 2018. (iii) No litigation or other proceeding is pending or threatened with respect to the Property; (iv) The person executing this Agreement has been fully authorized and empowered to bind Seller; (v) Seller has received no notice of any violations of any federal, state, county or municipal laws, ordinances, orders, regulations, or requirements affecting the Property; (vi) Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code ("IRC"), i.c., the Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the IRC and Income Tax Regulations); (vii) During the term of this Agreement, Seller shall not sell, convey, lease, mortgage, encumber, assign, or otherwise dispose of or market the Property or any parts . thereof, nor shall Seller cause title to the Property to be adversely affected; (viii) To the best of Seller’s knowledge, which is expressly limited to that of the City Manager without further investigation, the Property is not subject to any unrecorded restrictions or requirements with which Buyer must comply other than the State of Michigan’s pursuant to Michigan Public Act 578 of 2018; and (ix) No third party has an option to purchase, right of first refusal, right of first offer or other similar right with respect to any portion of the Property and Seller has not entered into any other contracts for the sale or lease of any portion of the Property with any third party and, during the term of this Agreement, Seller shall not enter into any lease, right of first refusal, option or other contract affecting the Property without Buyer’s prior written consent except for the State of Michigan’s pursuant to Michigan Public Act 578 of 2018. (x) To the best of Seller’s knowledge, which is expressly limited to that of the City Manager without further investigation, during the time Seller has owned or operated the Property, no toxic or hazardous substances or wastes, including without limitation any substance defined as hazardous under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, ef seq, as amended), or any federal, state or local environmental law, ordinance, rule or regulation (collectively, “Hazardous Materials”) have been used, stored, released, spilled, discharged, or otherwise disposed of on, in under, or otherwise affecting the Property. Seller has not received and has no knowledge of the receipt by any other party of any notice from any applicable governmental entity of the potential or actual existence of any Hazardous Materials on, in, or under or otherwise affecting the Property. For purposes of this subparagraph (x) “Seller’s knowledge” shall mean the actual knowledge of the then current City Manager without a duty to investigate. The representations and warranties contained in this paragraph shall be true and correct on the Closing Date and shall survive one (1) year from the Closing and continue in full force and effect notwithstanding the Closing and consummation of the transaction contemplated herein, and the obligation of the Buyer to close this transaction is expressly conditioned upon said representations and warranties. 11. Buyer’s Warranties. Buyer represents and warrants to Seller the truth and accuracy of each of the following: (i) Buyer is validly existing and in good standing under the laws of the State of Michigan, and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) Buyer shall make a good faith effort to satisfy all conditions to Closing; and (iii) The person executing this Agreement has been fully authorized and empowered to bind Buyer. The representations and warranties contained in this paragraph shall be true and correct on force and the Closing Date and shall survive one (1) year from the Closing and continue in fullherein, effect notwithstanding the Closing and consummation of the transaction contemplated upon saidand the obligation of the Seller to close this transaction is expressly conditi oned representations and warranties. 12. Compliance with Municipal and State Regulations. All violations of law, ordinances shall be or orders of state, county, and municipal agencies affecting the Property at the date hereofn shall cured by Seller before the date of closing, and all notices and warnings of such violatio be complied with by Seller before that time, and the Property shall be conveyed free of all such notices and warnings. Seller shall furnish Buyer with authorization to make and/or have made searches for such violations. 13. Environmental Investigations. Within the Due Diligence Period, Buyer shall order a Phase I Environmental Site Assessment for the Property (the “Phase I ESA”) by an environ mental consultant selected by Buyer, along with such other additional environmental reports require d to confirm that the Property is environmentally suitable for the Proposed Development, in Buyer’s sole but reasonable discretion. The cost of the Phase I ESA shall be paid by Buyer. In the event shall that the Phase I discloses any evidence of any recognized environmental condition, Buyer have the right to conduct such additional testing and investigation as buyer may desire in Buyer’s sole discretion. 14. Taxes and Assessments. On or before the Closing, Seller shall pay all real estate taxes and all general and special assessments that are then a lien upon and due and payable with respect for to the Property whether or not such assessments ate payable in installments. Real Estate taxes ible for the calendar year in which the Closing occurs shall be prorated with Seller being respons and Buyer such taxes from January 1 of such calendar year to and including the date of Closing being responsible for the remainder of such taxes for the calendar year. The foregoing proration of taxes shall be based upon the most recent available tax bill for the Property. 15. Closing and Closing Costs. Unless otherwise agreed to by the parties, this transaction shall be closed in escrow through the offices of the Title Company. Closing of the transaction contemplated hereby shall be held on a date mutually agreed upon by Buyer and Seller, but no later than thirty (30) days after the expiration or earlier waiver of Due Diligence by Buyer (“Closing”). Seller shall pay its own attorney fees, all applicable transfer taxes, deed stamps, revenue stamps, real estate brokerage commissions, the premium for an owner’s title insurance policy in Buyer’s name insuring fee title subject only to Permitted Exceptions, title search fees, and one-half of the Title Company’s Closing fee. Buyer shall pay its Due Diligence costs, attorney fees, recording fees, Survey fees, the cost of any title endorsements, and one-half of the Title Company’s Closing fee. Buyer agrees to reimburse Seller for any survey fees paid by Seller related to the Property in furtherance of this transaction. Exclusive possession of the Property shall be given to Buyer at the Closing as set forth in further detail in Paragraph 17 (Possession) of this Agreement. 16. Conveyance. At Closing, Seller shall deliver or cause the Title Company to deliver to Buyer or the Title Company, as applicable, at Seller’s sole cost and expense, each of the following items: (i) Executed Quit Claim Deed (in recordable. form) subject only to the Permitted Exceptions, along with such other documents, instruments, certifications, and confirmations as may be reasonably required to fully effect and consummate the conveyance transaction contemplated by this Agreement, (ii) The “marked” title commitment or Pro Forma in the form specified in Paragraph 6 (Title Insurance) of this Agreement; (iii) Closing Statement; (iv) Real Estate Transfer Valuation Affidavit; (v) The Stormwater Easement, (vi) The Reimbursement Agreement, (vii) The Stormwater Basin Maintenance Agreement; (viii) Such evidence or documents as may be reasonably required by the Buyer or the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of the Seller in connection with the sale of the Property; (ix) A certification (“Certification”) in a form to be provided or approved by Buyer, signed by Seller under penalties of perjury, containing the following: a. Seller’s U.S. Taxpayer Identification Number; b. The home address of Seller (or the business address of Seller if seller is not an individual); c. A statement that Seller is not a foreign person within the meaning of Section 1445 of the IRC, ie., Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the IRC and Income Tax Regulations); d. A statement that Seller is not (1) a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control; (2) listed in annex to, and is not otherwise subject to the provisions of, Executive Order No. 13224 (the “Executive Order”); and (3) acting on behalf of any person listed in the annex to, or is otherwise subject to the provisions of the Executive Order. In the event that Seller fails to deliver such Certification at Closing or Seller delivers such Certification, but Buyer has actual knowledge that such Certification is false or Buyer receives notice that the Certification is false from any agent of the Buyer or the Seller, Buyer shall be entitled to withhold from the Purchase Price a sum equal to fifteen percent (15%) of the total amount which otherwise would have been realized by Seller from such sale, which sum will be paid by the Buyer to the United States treasury pursuant to the requirements of Section 1445 of the IRC and the regulations promulgated thereunder; e. An affidavit of title warranting that (1) no outstanding mechanic’s lien rights exist, (2) the Property is not subject to any unrecorded interests or encumbrances, adverse claims, possession, or occupancies excluding any Aboriginal Antiquities Rights reserved to the State. of Michigan pursuant to Michigan Public Act 578 of 2018, (3) the Property is not subject to any leases oral or written, and (4) all assessments, utility charges, and taxes have been paid to the date of Closing; f. Closing Prorations: All adjustments shall be made based upon Seller being responsible for the Closing Date and shall be in accordance with the customs in respect to title closing recommended by Title Company; and g. All applicable city, county, and state transfer declarations executed by Seller; (x) All additional documents and instruments deemed necessary, in the reasonable opinion of Buyer’s counsel for the proper consummation of this transaction; and (xi) | The Property free and clear of all liens, encumbrances, easements, tenancie s, rights, covenants, restrictions, reservations, conditions, charges, agreeme nts, and other exceptions to title except the Permitted Exceptions. 10 At Closing, Buyer shall deliver or cause to be delivered to Seller or the Title Company, as applicable, at Buyer’s sole cost and expense, each of the following items: (i) Closing Statement, Gi) The Stormwater Easement; (iii) The Reimbursement Agreement, (iv) The Stormwater Basin Maintenance Agreement; (v) The Purchase Price, as adjusted by prorations and credits, in immediately available funds transferred to Title Company’s account with instructions to immediately release the full amount to Seller upon Closing; (vi) Property Transfer Affidavit; and (vii) All additional documents and instruments deemed necessary, in the reasonable opinion of Seller’s counsel for the proper consummation of this transaction. Buyer on 17. Possession. Exclusive legal possession of the Property shall be deliveredtotoaccept the date of Closing. Except as otherwise expressly provided herein, Buyer agrees the Property in its “as is” condition. ) Seller to provide the following: a. All Surveys, Legal Descriptions, Designs, Engineering, testing and studies (collectively “Stormwater Design Documents”) necessary or appropriate for the shared stormwater detention/retention basin necessary to provide for the detention/retention of all stormwater from the Property and any other properties identified and owned by Seller (the “Stormwater Basin”). The Stormwater Design Documents shall be completed during the first 90 days of the Due Diligence Period. b. All materials, catch basins, risers, orifices, plantings, storm lines and other improvements necessary or appropriate for the construction of the Stormwater Basin and a properly sized stormwater line connecting the Stormwater Basin and the Property at points to be agreed upon between Buyer and Seller with one point being not less than 5 feet inside the Property (collectively, the “Stormwater Improvements”). c. A fully executed and recorded Stormwater easement agreement in a commercially reasonable form acceptable to both Buyer and Seller for the benefit of the Property and any other properties identified and owned by Seller (the “Stormwater Easement”). The Stormwater Easement shall: 11 i. provide that the basin shall be owned and maintained by Seller; and ii. require all properties described therein to connect to the Stormwater Improvements at such time as construction is commenced upon such properties. The form of the Stormwater Easement agreement shall be initially drafted by Buyer and agreed to by Seller and Buyer during the Due Diligence Period. (ii) Buyer will excavate and construct the Stormwater Basin in accordance with the Stormwater Design Documents (the “Stormwater Basin Work”). All excavated material will be placed, spread and graded upon Seller’s remaining property adjacent to the Stormwater Basin provided, however, that Buyer shall be entitled to keep and use any suitable fill materials excavated from the Stormwater Basin to raise the level of the Property pursuant to Buyer’s intended development plans for the Property. Prior to Closing, Buyer and Seller shall agree upon the budget for the Stormwater Basin Work to be completed by Buyer’s contractor. The budget shall be incorporated into a recordable Reimbursement Agreement (the “Reimbursement Agreement”) which shall be entered between Buyer and Seller and recorded with the Muskegon County Register of Deeds at Closing. The Reimbursement Agreement shall provide for the prorata reimbursement of Buyer for the actual cost of the Stormwater Improvements based upon the total acreage of all properties benefitted by the Stormwater Improvements by the owners or future owners of the other properties to be benefitted by the Stormwater Improvements prior to and as a condition of (a) the sale of any other property benefitted by the Stormwater Easement or (b) the earlier commencement of any construction on such properties. The Reimbursement Agreement shall require Seller to require the future buyers for any benefited property to reimburse Buyer for its actual costs on a prorata basis upon closing of the sale(s) by Seller to such future buyer(s). [f any such future buyer does not make such reimbursements upon such sale, then Buyer shall have a lien on the property sold as security for the collection of such obligation. The form of the Reimbursement Agreement shall be initially drafted by Buyer and agreed to by Seller and Buyer during the Due Diligence Period. Buyer and Seller shall enter into a commercially reasonable Stormwater Basin Maintenance Agreement (the “Stormwater Basin Maintenance Agreement”) that will provide that Buyer shall maintain the Stormwater Basin until the earlier of (a) the sale by Seller of any other property benefitted by the Stormwater Easement or (b) the earlier termination of the Stormwater Basin Maintenace Agreement by Seller for purposes of retaining another party to assume such maintenance obligations. 18. Brokers. Seller represents that it has not dealt with any broker, realtor, or agent in connection with this transaction except Brian Bench of Core Realty Partners (“Seller’s Broker” ), and Buyer represents that it has not dealt with any broker, realtor, or agent in connect ion with this 12 transaction except Steve Wilson of Northstar Commercial (“Buyer’s Broker”). At Closing, Seller shall pay a commission of six percent (6%) of the Purchase Price to be split equally between Seller’s Broker and Buyer’s Broker. 19. Entire Agreement, Amendments, and Waivers. This Agreement and all exhibits thereto contain the entire agreement and understanding of the parties, supersedes all prior oral or written agreements between the parties, and may not be amended or modified except by written consent of both parties. 20. Further Assurances. The parties each agree to execute, acknowledge, deliver, and do all such further acts, instruments, and assurances, and to take all such further action before or after the Closing as shall be necessary or desirable to fully carry out this Agreement and to fully consummate and effect the transactions contemplated hereby. 21. Interpretation and Choice of Law. (i) The headings and captions herein are inserted for convenient reference only and the same shall not limit or construe the paragraphs or sections to which they apply or otherwise affect the interpretation hereof. (ii) Both parties have contributed to the drafting of this Agreement. In the event of a controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Agreement or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Agreement or any portion thereof. (iii) | This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located. 22. Notices. Any notice, demand, request, or other communication which may or shall be given or served by the Seller to or on the Buyer, or by the Buyer to or on the Seller, shall be deemed to have been given or served on the date the same is sent by email or deposited in the United States Mail, registered or certified, return receipt requested, postage prepaid or given to a nationally recognized overnight courier service for next business day delivery and addressed as follows: 13 If to the Seller: City of Muskegon Attn: Jake Eckholm 933 Terrace Street Muskegon, MI 49440 Phone: (231) - Email: jake.eckholm@shorelinecity.com With a Copy to: Parmenter Law Attn: City of Muskegon City Attorney 601 Terrace Street Muskegon, MI 49440 Phone: (231) 722-1621 Email: john@parmenterlaw.com If to the Buyer: Bluewater Industrial Development, LLC c/o NorthStar Commercial 16920 Ferris Street Grand Haven, MI 49417 Attn: Steve Wilson Phone Number: (616) 638-8844 Email Address: swilson@northstarcommercial.com With a Copy to: Doug Poland 3770 Sundance Lane NE Grand Rapids, MI 49525 Phone Number: (616) 560-3169 Email Address: dpoland@retaildevelopmentspecialists.com The above addresses may be changed at any time by the parties by notice given in the manner provided above. Seller and Buyer agree that electronically reproduced signatures such as by email transmission are valid for execution or amendment of this Agreement and that email is an authorized form of notice as that term is used in this Purchase Agreement. 23, Condemnation. In the event that any portion of the Property shall be threatened by or taken in condemnation or under the right of eminent domain after the Effective Date hereof and prior to the Closing Date, this Agreement, at the option of Buyer, may either: (a) be declared null and void with respect to the Property; (b) continued in effect and the proceeds received from such condemnation or eminent domain proceeding shall be retained by Seller and applied to reduce the Purchase Price, or (c) if condemnation or eminent domain proceedings are not completed, assigned. at Closing to Buyer. If Buyer elects to complete the sale of the Property pursuant hereto, Seller shall not negotiate a settlement of any pending condemnation or eminent domain proceedings without the prior written consent of Buyer. 14 24. Assignment & 1031 Exchange. Buyer shall have the right to assign its right to purchase the Property, or any part thereof, without obtaining the Seller’s consent provided that no such assignment shall relieve Buyer of its obligations under this Agreement. Either party may also elect to exchange fee title in the Property for other Property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. In order to facilitate the transaction, the electing party may retain the services of a Qualified Intermediary within the meaning of Treas. Reg. 1.1031(k)-1(g)(4). The Qualified Intermediary will provide services to the electing party in connection with the Section 1031 transaction. The parties expressly reserve the right to assign their rights under this Agreement to a Qualified Intermediary on or before the date of Closing. However, this assignment in no way relieves either party of any obligation or duty under the Agreement. The assigning or electing party shall bear any and all additional cost or expense as a result of its 1031 exchange. 25. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns. 26. Severability. If any provision or portion of this Agreement is determined invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 27. Confidentiality. Neither party shall disclose the terms of this Agreement to any third party except (i) legal counsel or other professional advisor(s) (provided that the disclosing party causes such advisors to keep the terms of this Agreement strictly confidential), (41) prospective mortgagees, partners and investors and their counsel and other professionals (provided that the disclosing party causes such recipients to keep the terms of this Agreement strictly confidential) and (iii) as required by applicable law or by subpoena or other similar legal process. 28, Calculation of Time Periods. Unless otherwise specified herein, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Property is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. 29. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument. 30. Force Majeure. Any delay on the part of either party to perform its obligations will be excused if, and to the extent that, it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, such as, but not limited to: acts of God; restrictions or prohibitions imposed or actions taken by a governmental authority (including, but not limited to government shutdown orders as a result of pandemics); embargoes; fires; explosions; natural disasters; riots; wars; sabotage; or court injunction or order, or by other causes which the party determines justify delay; however, as soon as possible after the occurrence, the party shall provide written notice to the other party describing such delay and communicating to the other 15 party the anticipated duration of the delay and the time needed to cure to the extent, in the sole discretion of the nonperforming party, the delay can be cured. 31. Disclosure. Steve Wilson, a member of Buyer, is a licensed real estate broker in the State of Michigan. [SIGNATURES ON FOLLOWING PAGE] 16 IN WITNESS WHEREOF, Buyer and Seller cause this Agreement to be executed, effective as of the Execution Date. BUYER: Date: May 3 _, 2024 BLUEWATER INDUSTRIAL DEVELOPMENT;LLC, a Michiga limited liability By: Steve Wilson vv” Its: Manager SELLER: CITY OF MUSKEGON Date: May JY, 2024 By: Keds — Ken Johnson/ Its; | Mayor Ann Marie Meisch Its: City Clerk 17 EXHIBIT A Property — Legal Description LOT 69 AND PART OF LOT 68 OF THE PLAT OF PORT CITY INDUSTRIAL PARK NO. 6 AS RECORDED IN UBER 22 OF PLATS PAGES 5-8, MUSKEGON COUNTY RECORDS, CITY OF MUSKEGON, MUSKEGON COUNTY, MICHIGAN AND MORE ALSO DESCRIBED AS; BEGINNING AT THE SOUTH 1/4 CORNER OF SECTION 35 ALSO BEING THE SOUTHEAST CORNER OF LOT 69, PORT CITY INDUSTRIAL CENTER NO. 6 UBER 22, PAGES 5-8, THENCE NORTH 89 DEGREES 14 MINUTES 02 SECONDS WEST, A DISTANCE OF 633.62 FEET; - THENCE NORTH 01 DEGREE 28 MINUTES 35 SECONDS EAST, A DISTANCE OF 889.87 FEET; . THENCE SOUTH 89 DEGREES 7 MINUTES 7 SECONDS EAST, A DISTANCE OF 10.78 FEET; THENCE EASTERLY, ALONG A CURVE TO THE RIGHT CURVE DATA BEING RADIUS = 167.00 FEET, DELTA = 18 DEGREES 15 MINUTES 4 SECONDS, LONG CHORD = 52.97 FEET, LONG CHORD BEARING = SOUTH 79 DEGREES 59 MINUTES 35 SECONDS EAST, A DISTANCE OF 53.20 FEET; THENCE ALONG A LINE NON-TANGENT TO SAID CURVE, SOUTH 70 DEGREES 52 MINUTES 3 SECONDS EAST, A DISTANCE OF 564.06 FEET TO A CURVE TO THE RIGHT; THENCE SOUTHEASTERLY, ALONG SAID CURVE TO THE RIGHT CURVE DATA BEING RADIUS = 167.00 FEE.T, DELTA = 72 DEGREES 20 MINUTES 38 SECONDS, LONG CHORD = 197.13 FEET, LONG CHORD BEARING = SOUTH 34 DEGREES 41 MINUTES 44 SECONDS EAST, A DISTANCE OF 210.86 FEET; THENCE ALONG A LINE NON-TANGENT TO SAID CURVE, SOUTH 01 DEGREES 28 MINUTES 35 SECONDS WEST, A DISTANCE OF 543.33 FEET TO THE SOUTH LINE OF THE PORT CITY INDUSTRIAL CENTER NO. 6; THENCE NORTH 89 DEGREES 15 MINUTES 10 SECONDS WEST, ALONG SAID SOUTH LINE OF THE PORT CITY INDUSTRIAL CENTER NO. 6, A DISTANCE OF 75.52 FEET; THENCE NORTH 89 DEGREES 14 MINUTES 02 SECONDS WEST, A DISTANCE OF 7.91 FEET TO THE POINT OF BEGINNING. 18 SUBJECT TO A 10' PUBLIC UTILITY EASEMENT ALONG THE NORTH AND EAST 10! OF THE PARCEL AND ANY AND ALL EASEMENTS, RESTRICTIONS, OR RESERVATIONS OF RECORD OR APPARENT THEREOF. SAID PARCEL CONTAINS 12.87 ACRES MORE OR LESS. 19
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