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MUNICIPAL SERVICES AGREEMENT
THIS MUNICIPAL SERVICES AGREEMENT (“Agreement”) is entered into on
thisi.;day of September, 2024 between SPRING STREET CROSSING
LIMITED DIVIDEND HOUSING ASSOCIATION LIMITED PARTNERSHIP, a Michigan
limited partnership its successors and/or assigns (the “Sponsor”) and the CITY OF
MUSKEGON, 933 Terrace Street, Muskegon, MI 49440 (the “City”) is made pursuant
to the following terms:
RECITALS
A. Sponsor has assumed an agreement to purchase a site in the City of Muskegon
known as 48 E. Western Avenue for the construction of a proposed low-income housing project
(the “Project’’).
B. The parties recognize that due to the high concentration of persons residing at
the Project that the City will be providing a higher level and greater amount of Municipal Services
(as defined in this Agreement) to the Project.
C, The City, through its Police and Fire Departments and otherwise, provides
Municipal Services within the City. The Project will have special needs for these types of
Municipal Services and Sponsor acknowledges that such needs may be greater than typically
situated residential developments.
D. The Sponsor desires to guarantee that certain Municipal Services will be provided to
the Project during the term that the Payment in Lieu of Tax (hereinafter referred to as the “Contract
for Housing Exemption”) Ordinance for this Project is in place, such Municipal Services to include,
but not be limited to:
1. Emergency services, including police and fire services specifically administered
through the City, and, on public streets and sidewalks, maintenance, repair, snow removal,
and street lighting; also to include other matters as the City deems necessary;
2. Other miscellaneous services as may, from time to time, be mutually agreed to for
the benefit of the Project;
3, Said municipal services shall be provided in the customary way and in accordance
with all laws, rules and regulations of the United States of America, State of Michigan,
County of Muskegon and City of Muskegon or other applicable jurisdictions or bodies.
(All of the above collectively referred to as “Municipal Services”)
4, Nothing in this Agreement shall be deemed to waive any defense to claims based
on sovereign or governmental immtnity.
AGREEMENT
The parties agree as follows:
l. Provision of Services. The City will provide the Municipal Services.
2. Payment. The Sponsor shall pay a service charge on or before July 1, of each year
during the time the CONTRACT FOR HOUSING EXEMPTION is in effect (the “Municipal
Service Fee’). The Municipal Service Fee shall be three (3%) percent of the net rent, which
includes reductions for vacancies and collection losses, received annually, reduced by project paid
utilities, starting during the calendar year that a unit in the Project is placed in service. The first year
shall be pro-rated based on that portion of the City’s fiscal year (July 1 — June 30) that any unit is
ready to be placed in service.
3, Term. Payment for Municipal Services shall commence during the calendar year
the CONTRACT FOR HOUSING EXEMPTION Ordinance becomes effective and continue for
as long as the CONTRACT FOR HOUSING EXEMPTION is in effect.
4, Audit. Sponsor shall submit, upon request, a copy of the annual audit of the Project
prepared by an independent CPA’s along with the payment of the Municipal Service Fee.
5. Exclusive Benefit. The obligations of the Sponsor hereunder are imposed solely
and exclusively for the benefit of the City and no other person or entity shall have the standing to
enforce such obligations or be deemed to be beneficiaries of such obligations.
6, Remedies. The Sponsor agrees that if it does not perform its obligations under this
Agreement the City is entitled to pursue any and all remedies legal or equitable that it is entitled to
under Michigan law. The Sponsor agrees to be liable for all costs of collection including
reasonable attorney's fees and costs incurred by the City in the enforcement of the terms of this
Agreement, if Sponsor is found to be in default of this Agreement by a court of competent
jurisdiction.
7. Assignment. Upon the written consent of the City, the Sponsor may transfer or
assign its rights and obligations under this Agreement to a buyer (“Transferee’’) of the Project. The
Transferee must agree to assume the Sponsor’s obligations under this Agreement and the
Development Agreement which has been executed by the Sponsor with the City. Upon assignment
and assumption of this Agreement by the Transferee (or an affiliate, as provided below), the
Sponsor shall be relieved of any further liabilities or obligations accruing under this Agreement or
the Development Agreement. Notwithstanding the foregoing, the Sponsor may assign this
Agreement, without the written consent of the City, to an affiliate of Sponsor (provided that such
affiliate agrees to assume the Sponsor’s obligations hereunder and provided that the Sponsor and
assignee give prior notice of the assignment to the City with evidence that the assignee has agreed
to assume the obligations of the Sponsor).
8. Severability. If any term or condition of this Agreement is found to be void,
invalid, or unenforceable, the validity or enforceability of the remaining terms and conditions shall
not be affected or impaired and will continue in full force and effect.
9. Notices. All notices under this Agreement must be in writing and sent to the
respective parties as follows:
If to Sponsor:
Attn: Thomas A. Grywalski
Clay Commons Limited Dividend Housing Association Limited Partnership
330 West Spring Street, Suite 430
Columbus, Ohio 43215
If to the City:
City of Muskegon
Attn: City Manager
933 Terrace Street
Muskegon, MI 49440
Every notice must be in writing and sent by one of the following methods:
a. Personal delivery, in which case delivery shall be deemed to occur the day of the
delivery;
b. Certified or registered mail, postage prepaid, return receipt requested, in which case
delivery shall be deemed to occur the day it is officially recorded by the U.S. Postal Service
that is has delivered it to the intended recipient; or
C. Next day delivery by a recognized private delivery service such as Federal Express,
providing proof of mailing and delivery comparable to certified or registered mail, return
receipt requested, in which case delivery shall be deemed to occur upon delivery as
recorded by the delivery service.
Either party may change the address provided in this paragraph for itself or its attorney by
providing notice of such change to the other party as required in this paragraph.
10. No Waiver. No delay, omission, or failure of the City to act under this Agreement
or to insist upon strict compliance with any term and condition of this Agreement, and no custom
or practice of the parties at variance with the terms and conditions of this Agreement shall
constitute a waiver of City’s right to demand exact compliance with this Agreement. No waiver
of any right or remedy of City shall be construed as a bar to or a waiver of any such right or
remedy on any future occasion.
11. Headings. The headings in this Agreement have only been inserted for
convenience and shall not affect the meaning or interpretation of this Agreement. No heading
shall have any legal significance of any nature whatsoever.
12. Binding Effect. This Agreement shall be binding on the parties, their heirs,
successors, and assigns,
13. Amendments. There shall be no modification or amendments to this Agreement,
including this section, unless they are in writing and signed by all the parties to this Agreement.
14. Governing Law. This Agreement has been executed in the State of Michigan, and
shall be governed by Michigan law.
15. Complete Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior oral or written representations, negotiations and agreement on
the subject matter stated herein.
{Signatures on next page}
Municipal Services Agreement
Signature Page
IN WITNESS WHEREOF, this Municipal Services Agreement is executed as of the day and year
first written above.
CITY:
CITY OF MUSKEGON
Dated: “Sy L.A) , 2024 By: _ CN cee
Ken Johnson, Mayor
\ ° wa a
Dated:
Choa
ee, 2024
Noy ae
By: NR Voda
Ann Meisch, City Clerk. |
SPONSOR:
SPRING STREET CROSSING LIMITED DIVIDEND
HOUSING ASSOCIATION LIMITED PARTNERSHIP a
Michigan limited partnership
By: Spring Street Crossing GP, LLC
Its: Managing Member
By: Spire Real Estate Holdings, LLC,
Its: Managing Member
By: i A LBM
Name: Thomas Gefooalale:
Its: Authorized Signer
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