Approved Agreements and Contracts 2024/10/22 2675 Olthoff Amend Purchase & Sale Agreement

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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 {4 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 DEVELOPMEN                 T, LLC, a
                                                                                Street, Grand
Michigan limited liability company (“Buyer”), whose address is the 16920 Ferrisaddress
Haven, Michigan 49417, and the CITY OF MUSKEGON (“Seller”),            whose            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
                                                                                         (Taxes and
 the Property is subject to taxes for the year of Closing (as defined in Paragraphin 14Paragr
 Assessments)) and all subsequent years and Permitted Exceptions (as defined                  aph 6
 (Title Insurance)).

        4. 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 an    of
 this Agreement by the parties, Buyer shall deliver to the Title Company (as defined     herein)
 earnest money deposit in the amount of One Thousand Dollars ($1,000) (theent.“Deposit’”). The Title
 Company shall hold the Deposit in escrow in accordance with this Agreem d toIf athe      title is not
 marketable, if any contingencies cannot be met, or if Buyer is otherwise entitle      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”):
         (4)      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, assess ment of
the Property, or other due diligence by Buyer or Buyer’s agents, includ ing, 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 todisclo sure pursuant to legal
process, and provided, however, that Buyer shall have the right share such Confidential
                                                                          yees, agents, contractors,
Information with Buyer’s members, managers, investors, partners, emplo                    to respect
advisors, attorneys, accountants, consultants, bankers, and financial advisors who agree
                                                                                       ty as to the
the confidentiality of this information. Seller makes no representation or watran
accurateness or completeness of the Property Information.
        5, Survey. Within five (5) business days after the Effective Date,edBuyer shall order an
ALTA survey of the Property (the “Survey”). The Surveybyshall be prepar      in accordance with
Buyer’s requirements. The cost of the Survey shall be paidBuyer.

        6. Title Insurance. Within five (5) business days after the Effect ive Date, Buyer shall
 order a commitment for an ALTA owner’s policy of title insurance (the,“Comm   itment’”) in the
                                                                         issued by the following
 amount of the Purchase Price and insuring marketable title vested in Buyer
 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 guaranCommitee Buyer’s title to be in
                                                                       the
 the condition called for by this Agreement. If either the Survey orions,          tment reveals any
 encroachments, overlaps, easements, restrictions, covenants,   condit       or other title matters that
 are not objected to in writing or waived in accordance with the provis ions herein, then such matters
 shall be deemed “Permitted Exceptions.” If either the Surve      y or the Commitment reveals any
                                                                conditions, or other title matters that
 encroachments, overlaps, easements, restrictions, covenants,days
 are objectionable to Buyer, then Buyer, within thirty (30)          after receipt of the Survey and
Commitment (whichever is received last), may notify Seller thirty  in writing of such objections
(hereinafter “Title Objections”). Seller shall have a petiod of           (30) days after receipt of
Buyer’s written notice of Title Objections (the “Seller’s Cure Period”)r’s to, at its option, cure any
such Title Objections it intends to cure at or before Closing (the “Selle      Cure Notice”). Seller
                                                                   ions and Seller must cure those
shall use commercially reasonable efforts to cure any Title Objectwhich
liens or encumbrances securing monetary obligations of Seller ). If Seller  can be discharged upon
payment of an ascertainable amount (the “Monetary Obligations”                    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 bé deeme         d Permitted
                Exceptions, and require Seller to deliver title to the Property at Closing in in its
                existing condition subject only to the Permitted Exceptions with no reduction   the
                Purchase Price; or

         (ii)                                                                         Buyer the
                Terminate this Agreement and require the Title Company to return toy termin
                Deposit paid to date, whereupon this Agreement shall be automaticall        ated
                                                                                        matters
                 and all parties released from further obligation hereunder, except for those
                 that expressly survive such termination.

         Buyer shall have the right to update the Commitment from time to the   time prior to Closing. If
 any updated Commitment discloses new exceptions affectsaid   ing title since effective date of the
 previous Commitment, Buyer shall have the right to have          exceptions depicted on the Survey
 and to object to them in accordance with the timeframes and process busine provided for above, except
                                                                       (5)
 that (a) any new Title Objection must be given not later than fivePerio           ss days after the date
                                                                Cure
 of Buyer’s receipt of the updated commitment, (b) Seller’sSeller            d shall be thirty (30) days,
 and (c) if any new Title Objection is not cured during the s Cure   ’s Cure Period, then Buyer shall
 have three (3) business days from the expiration of the Seller’ withPeriod      cure period to terminate
 this Agreement by written notice to Seller in accordance                 clause (ii) in the preceding
  paragraph.

          At Closing, the Title Company shall issue to Buyer a “marked”ionscommi tment or an ownet’s
  policy issued pursuant to the Commitment without standard except           and, as available and as
  requested by Buyer, with extended coverage containing a “Gap”theendor sement (if such endorsement
  is required to insure the “Gap”), insuring the Buyer’s title in condition as approved by Buyera
                                                                         “Access” endorsement,
  pursuant to this Paragraph 6, a “Same Land” endorsement, a an             .” endorsement. Buyer,
  “Contiguity to Street” endorsement, a “Survey” endorsement, andient“P.L.N                 rd survey
  at its expense, shall be responsible for obtaining any survey suffic to delete the standa
                                                                                     for oil, gas, and
                            of any search required to delete the standard exception
   exception and for the cost
   mineral rights.

           Ifany cure period provided to Seller under this Paragraph 6 extend s 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. Tease 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 defini  tive lease agreement
with its intended tenant for the building and other improvemen              intends to construct on the
                                                                     ts Buyer
Property (the “Lease Up Period”). The “Due Diligatence               Perio d” shall commence upon the
expiration of the Lease Up Period and shall expire 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, environmen       tal, physical inspection, zoning,
                                                              governmental approvals. Buyer may extend
utilities, final project costs, business feasibility, and all extens
 the Due Diligence Period by two (2) additional 30 day nceionPeriod     periods by written notice to Seller
 on or before the last day of the then current Due Dilige                     together with an additional
 earnest money deposit in the amount of Five Thousand and but       00/100 Dollars ($5,000) to be held by
                                                                                                         at
 the Title Company which shall be non-refundable to Buyer applicable to the Purchase Price
 Closing.

        Seller agrees to cooperate with Buyer in the pursuit of devel opment and other incentives
 for Buyer’s intended development project on the Property as well as Buyet’s intended tenant for
 the project to the extent reasonably possible.

         Buyer and its representatives and consultants shall have the right toutenter the Property to
 perform such tests as Buyer deems reasonably necessysary,and including, witho   limitation, soils and
 engineering tests, demolition and asbestos ,surve                environmental tests. Buyer shall
 INDEMNIFY AND HOLD HARMLESS Seller its partneg as            rs, and it officers, directors, employees
 and agents from all claims, liability, and expense arisin thea result    of any activities of Buyer or
 its employees, agents, contractors, or representativesanyonportionPrope  rty in connection with such
 inspections, studies and tests, and Buyer shall restore             of the Property or improvements
                                                                                                      to
  disturbed by any such inspections, studies, and tests to the condition existing immediately prior
  such operation.

          8 Failure of Due Diligence Contingencies. Ifany of the      contingencies and conditions in
  Paragraph 7 (Due Diligence) have not been met, or, inright  Buyer’s sole discretion, will not be met
  during the Due Diligence Period Buyer shall have the waiveandanyoption     , upon written notice to
                                                       to (1)
  Seller prior to the end of the Due Diligence Period,funda              contingency or condition and
  proceed to Closing and the Deposit shall be nonre Depos   ble except in the event of Seller’s default
  or (2) declare this Agreement terminated and have the sesit,itsalong    with accrued interest, if any,
  returned to Buyer immediately. If Buyer timely exerci if this right      to declare this Agreement
                                                                      Agreement otherwise becomes
  terminated and to receive a return of the Deposit, or tion or liabili
  terminated, Buyer and Seller shall have no further obliga                 ty to each other under this
   Agreement, except as expressly provided in this Agreement.
            9, Conditions Precedent to Closing. Notwithstanding anyth      ing 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 follo wing conditions are satisfied or waived
   in writing as of the Closing Date:

            (i)     Performance by Seller of its covenants and obligations under this Agreement,
                                                        5
                                                                              authority is
              No action, suit, or proceeding before any court or governmental unfavo
              pending or threatened against Seller or the Property wherein an Agreerable
(i)

              judgment or outcome would materially prevent the carrying out of this  ment
              or any of the transactions described herein;

              Seller’s representations and warranties set forth in Paragraph 10 (Seller         ’s
(iii)
              Warranties) of this Agreement are true and accurate in all materi al respec ts 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.

               Satisfaction of Buyer’s standard conditions for title and survey, business feasibility,
               concurrency, physical inspection, zoning, utilities, and all governmental approvals.
 (v)


 10. Seller’s Warranties. Seller represents and warrants as follows:
                                                                                        , and authority
               Seller is the owner of the Property and has the full right, title, powerand
 (i)
               to enter into this Agreement and convey title to the Proper     ty  free     clear of all
               liens and encumbrances other than the Permitted Exceptions at Closing;
               Seller’s title to the Property is a good, marketable and recordable title in fee simple,
 (ii)                                                                                              nts,
               free and clear of all liens, encumbrances, easements, tenancies, rights, covena
               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    affect ing the
              Property;


    (vi)      Seller is not a foreign person within the meaning of Section 1445 of the Intern al
              Revenue Code ("IRC"), ic, 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)                                                                                     ge,
               During the term of this Agreement, Seller shall not sell, convey, lease, mortgaparts
               encumber, assign, or otherwise dispose of or market the Property or any
               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
                                                                   subject to any unrecorded
               Manager without further investigation, the Property is not
               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)                                                                                  first offer or
               No third party has an option to purchase, right of first refusal, right ofSeller
               other similar right with respect to any portion of the Property and               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)                                                                     d to that of the City
                To the best of Seller’s knowledge, which is expressly limiteSeller
                Manager without further investigation, during the time              has owned or
                operated the Property, no toxic or hazardous substances or wastes, includive     ing
                without limitation any substance defined as hazardous under the Compr    ehens
                Environmental Response, Compensation and Liability Act    (42 U.S.C.  9601,  et seq,
                                                                                            rule or
                as amended), or any federal, state or local environmental law, ordinance,releas
                regulation (collectively, “Hazardous Materials”) have been  used, stored,        ed,
                spilled, discharged, or otherwise disposed of on, in under, or otherwise affect  ing
                the Property. Seller has not received and has no knowledge   of the receipt by   any
                                                                                      the potential
                 other party of any notice from any applicable governmental entity of or
                 or actual existence of any Hazardous Materials on, in, or under         otherwise
                 affecting the Property. For purposes of this subparagraph (x) “Selle     r’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
                                                                                    said
the obligation of the Buyer to close this transaction is expressly conditioned upon
representations and warranties.

        11. Buyer’s Watranties. 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
 the Closing Date and shall survive one (1) year from the Closing and    continue in full force and
                                                      of the transaction contemplated herein, and
 effect notwithstanding the Closing and consummationction
 the obligation of the Seller to close this transa         is expressly conditioned upon said
 representations and warranties.

          12. Compliance with Municipal and State Regulations. All violat     ions of law, ordinances
                                                                                                     be
  or orders of state, county, and municipal agencies affecting the Property at the date hereof shall
                                                            s and warnings of such violation shall be
  cured by Seller before the date of closing, and all notice
                                                         rty shall be conveyed free of all such notices
  complied with by Seller before that time, and the Propeizatio n to make and/or have made searches
  and warnings. Seller shall furnish Buyer with author
  for such violations.

          13. Environmental Investigations. Within the Due Diligence      Period, Buyer shall order a
  Phase I Environmental Site Assessment for the Prope rty (the “Phase I ESA”) by an environmental
  consultant selected by Buyet, along with such other additi   onal environmental reports required to
                                                              the Proposed Development, in Buyer's
  confitm that the Property is environmentally suitable IforESA
  sole but reasonable discretion. The cost of the Phase          shall be paid by Buyer. In the event
  that the Phase I discloses any evidence of any recog  nized   environmental condition, Buyer shall
                                                                                             Buyer’s
  have the right to conduct such additional testing and investigation as buyer may desire in
   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 lienleuponand due and payable with respect
   to the Property whether or not such assessments are bepayab in installments. Real Estate taxes for
   the calendar year in which the Closing occurs shall andprora    ted with Seller being responsible for
                                                                                              and Buyer
   such taxes from January 1 of such calendar year to including the date of Closing               ion of
                                                           the calendar year. The foregoing prorat
   being responsible for the remainder of such taxesblefortax
   taxes shall be based upon the most recent availa           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 thellyTitle  Company. Closing of the transaction
                                                         agreed upon by Buyer and Seller, but no
contemplated hereby shall be held on a date mutuaor earlie
later than thirty (30) days after the expiration            r 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 commission  s, the premium for an ownet’s title insurance
                                                  only to Permitted Exceptions, title search fees,
policy in Buyer’s name insuring fee title subjectBuyer
 and one-half of the Title Company’s Closing fee.         shall pay its Due Diligence costs, attorney
                                                     title endorsements, and one-half of the Title
fees, recording fees, Survey fees, the cost of any Selle
Company’s Closing fee. Buyer agrees to reimburse Exclursive for any survey fees paid by Seller related
to the Property in furtherance of this transaction. r detail inposse  ssion of the Property shall be
given to Buyer at the Closing as set forth in furthe             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 costand expense, each of the following
 items:


          (i)                                                     subject only to the Permitted
                   Executed Quit Claim Deed (in recordable. form)instruments, certifications, and
                   Exceptions, along with such other documents, fully effect
                   confirmations as may be reasonably required to            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 reaso nably required by the Buyer or the
                                                       capacity of Seller and the authority of the
                    Title Company evidencing the status and                                         r
                    person or persons who are executing the various documents on behalf of the Selle
                    in connection with the sale of the Property;

            (ix)                                                           ded or approved by Buyer,
                    A certification (“Certification”) in a form to be provithe
                    signed by Seller under penalties of perjury, containing    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);

           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);

         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
                                                                                        from
            Certification is false or Buyer receives notice that the Certification is false
            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;

            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, of 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;

             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;
                                                                            reasonable
         All additional documents and instruments deemed necessary, in thection;
(x)                                                                              and
          opinion of Buyer’s counsel for the proper consummation of this transa

(x1)      The Property free and clear of all liens, encumbrances, easements, tenancies, rights,
          covenants, restrictions, reservations, conditions, charges, agreements, 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,

       (ii)     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 availab le
                funds transferred to Title Company’s account with instructions to immedi     ately
                release the full amount to Seller upon Closing;

        (vi)    Property Transfer Affidavit; and.
                                                                           in the reasonable
         (vii) All additional documents and instruments deemed necessary, transac
                 opinion of Seller’s counsel for the proper consummation of this  tion.
                                                                           be delivered to Buyer on
         17, Possession. Exclusive legal possession of the Property shallBuyer
 the date of Closing. Except as otherwise expressly provided herein,            agrees to accept the
 Property in its “as is” condition.

         (i)     Seller to provide the following:

                 a. All Surveys, Legal Descriptions, Designs, Engineering, testing and studie      s
                    (collectively “Stormwater Design Documents”) necessary or appropriate for
                    the shared stormwater detention/retention basin necessary to provide for the
                    detention/tetention 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.

                                                                                               other
                  b. All materials, catch basins, risers, orifices, plantings, storm lines and water
                     improvements necessary or appropriate for the construction of the Storm
                     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 agreem              ent 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:


                                                    1
                    i. provide that the basin shall be owned and maintained by Seller ; and
                   ii. require all properties described therein to connect to the Storm  water
                       Improvements at such time as construction is comm    ence d upon   such
                       properties.

                The form of the Stormwater Easement agreement shall be initia lly drafted by
                                                                           ence Period.
                Buyer and agreed to by Seller and Buyer during the Due Dilig
    (ii)    Buyer will excavate and construct the StormwaterBasi Basin in accordance with the
            Stormwater Design Documents (the “Stormwater Seller      n Work”). All excavated
            material will be placed, spread and graded upon             ’s remaining property
            adjacent to the Stormwater Basin provided, however, that Buyer   shall be entitled to
            keep and use any suitable fill materials excavated fromdedthe Stormwater Basin to
            raise the level of the Property pursuant to Buyer’s inten development plans for
            the Property.

                                                                           t for the Stormwater
             Prior to Closing, Buyer and Seller shall agree upon the budgeThe
             Basin Work to be completed by Buyer’s contractor.                 budget shall be
             incorporated into a recordable Reimbursement Agreement (the      “Rei  mbursement
             Agreement”) which shall be entered between Buyer and         Seller and recorded with
             the Muskegon County Register of Deeds at Closing.Buye            The Reimbursement
             Agreement shall provide for the prorata reimbursement ofacreage    r for the actual cost
             of the Stormwater Improvements based upon the total s or futurofe owner   all properties
             benefitted by the Stormwater Improvements by the ownerovements prior to and     s of the
             other properties to be benefitted by the Stormwater Impr itted by the Stormwater     as a
             condition of (a) the sale of any other property benef on on such properties.
             Easement or (b) the earlier commencement of any rconst     ructi
              The Reimbursement Agreement shall requi      re Selle to requi re the future buyers for
                                                                    actual costs on a prorata basis
              any benefited property to reimburse Buyer for eitsbuyer
              upon closing of the sale(s) by Seller to such futur      (s). If any such future buyer
              does not make such reimbursements upon such sale, thenoblig   Buyer shall have a lien
              on the property sold as security for the collection of such        ation. 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 commerciallyMainreasonable Stormwater Basin
              Maintenance Agreement (the “Stormwater Basin er Basi   tenance Agreement”) that
                                                                         n until the earlier of (a)
              will provide that Buyer shall maintain the Stormwatby the Storm
              the sale by Seller of any other property benefitted             water Easement or
              (b) the earlier termination of the Stormwater Basin    Maintenace Agreement by
              Seller for purposes of retaining another patty to assume such maintenance
               obligations.

       1. Brokers. Seller represents that it has notofdealt  with any broker, realtor, or agent in
                                                  h Core Realty Partners (“Seller’s Broker”)       ,
connection with this transaction except Brian Bencbroke r, realtor, or agent in connection with this
and Buyer represents that it has not dealt with any
                                                  12
transaction except Steve Wilson of Norths                                        Closing, Seller
                                          tar Commercial (“Buyer’s Broker”). Atequall
shall pay a commission of six percen  t (6%) of the Purchase Price to be split        y between
Seller’s Broker and Buyer’s Broker.

        19, Entire Agreement, Amendments, and Waivers, This Agreement and all exhibit      s thereto
                                                                supersedes all prior
 contain the entite agreement and understanding of the parties,modifi                oral or written
agreements between the parties, and may not be amended or             ed 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 Agree        ment and to fully
 consummate and effect the transactions contemplated hereby.

         21. Interpretation and Choice of Law.

         (i)                                                                                    and the
                    The headings and captions herein are inserted for convenient reference onlyapply
                    same shall not limit or construe the paragraphs or sections to which they        or
                    otherwise affect the interpretation hereof.

          (ii)      Both parties have contributed to the drafting of this Agreement. In the eventy,ofora
                    controversy, dispute, or contest over the meaning, interpretation, validitbe no
                    enforceability of this Agreement or any of its terms or conditions, there shall
                    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 shall    may or shall be
                                                                       or on the Seller,
  given or served by the Seller to or on the Buyer, or by the Buyer to or                    be deemed
  to have been given or served on the date the same is sent by email deposited in the United States
                                                                          d or given to a nationally
  Mail, registered or certified, return receipt requested, postage prepai
                                                                    ry and addressed as follows:
  recognized overnight courier service for next business day delive




                                                        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 ate 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), (ii) 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.

         98. 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;
                                                                                                   but
  restrictions or prohibitions imposed or actions taken by a governmental authority (including,ons,
  not limited to government shutdown orders as a result of pandemics); embargoes; fires; explosi the
  natural disasters; riots; wars; sabotage; or court injunction or order, or by other causes which
                                                                                               shall
  patty determines justify delay, however, as soon as possible after the occurrence, the party
                                                                                           the other
  provide written notice to the other party describing such delay and communicating to
                                                    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
                                      DEVELOPMEN               LC, a Michiga
                                      limited liability       pan         /

                                                   Steve Wilson
                                      Its:         Manager



                                      SELLER:


                                      CITY OF MUSKEGON



 Date: May _/7_, 2024                 By: oY OndeelKen Johnson/’
                                      Its;         Mayor



                                      Bye gD nc No we
                                                   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
FERT;


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
            = 167.00 FEE.T, DELTA= 72 DEGREES 20 MINUTES 38 SECONDS, LONG
 BEING RADIUS
     = 197.13 FEET, LONG CHORD BEARING= SOUTH 34 DEGREES 41 MINUTES 44
 CHORD
 SECONDS EAST, A DISTANCE OF 2.10.86 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
                                     FIRST AMENDMENT
                                                 TO
                  REAL ESTATE PURCHASE AND SALE AGREEMENT

       This First Amendment to Real Estate Purchase and Sale Agreement (the “Amendment”)
is made this .7.2/“day of October, 2024, (the last date of execution of this Agreement by Buyer
and Seller being the (“Effective Date”) by and between 2675 OLTHOFF, 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.     Buyer and Seller are parties to that certain Real Estate Purchase and Sale
Agreement dated My 14, 2024 assigned by Bluewater Industrial Development, LLC to Buyer on
September 5, 2024 (as assigned, the “Agreement”).

       B.      The Agreement contemplates an offsite storm water detention area. Offsite
stormwater detention is no longer required for Buyer’s development of the Property and Buyer
and Seller desire to amend the Agreement to eliminate all provisions related thereto.

       NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Agreement is amended as follows:

                                           AGREEMENT



         1,      Paragraph 16 of the Agreement is hereby amended by (a) deleting Subparagaphs
(v), (vi) and (vii) from the list of Seller’s deliveries at Closing and (b) deleting Subparagaphs (11),
(iii) and (iv) from the list of Buyer’s deliveries at Closing.


        2.      Paragraph 17 of the Agreement is hereby amended to read in its entirety as
follows:


                17.    Possession. Exclusive legal possession of the Property shall be
        delivered to Buyer on the date of Closing. Except as otherwise expressly provided
        herein, Buyer agrees to accept the Property in its “as is” condition.

        3.    Due Diligence Extension. Buyer hereby exercises its first thirty (30) day extension
of the Due Diligence Period and will make the required additional earnest money deposit of Five
Thousand and 00/100 Dollars ($5,000.00) on or before Monday, October 14, 2024.

        4,      Capitalized Terms. Capitalized terms appearing but not defined herein shall have
 the meanings assigned to them in the Agreement.
        5,     Effect. Except as modified herein, all other terms of the Agreement remain in full
force and effect.


        IN WITNESS WHEREOF, Buyer and Seller cause this Agreement to be executed,
effective as of the Execution Date.



                                            BUYER:


Date:   October 11, 2024                    2675 OLTHOFF, LLC, a Michigan limited
                                             liability company


                                             By:     BLUEWATER INDUSTRIAL
                                                     DEVELOPMENT, LLC, a Michigan
                                                     limited liability company
                                             Its:   | Manager




                                                                    W. Poland
                                                              Dougias
                                                     Its:     Manager



                                             SELLER:


                                             CITY OF MUSKEGON


Date: October QQ_, 2024                      By: Nerd
                                                     Kén Johnson *
                                             Its:   | Mayor




                                             By     \\\)e~Sea!Tg\Qv‘
                                                                   .)
                                                     Ann Marie Meisch
                                             Its:    City Clerk

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