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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: December 9, 2025 Title: SAFEBuilt Contract Award
Submitted by: Timothy Kozal, Public Safety Department: Public Safety
Director
Brief Summary:
Staff recommends awarding a three-year contract to SAFEbuilt fo continue providing Building
Inspection Services for the City of Muskegon. SAFEbuilt is the City's current provider and has
demonstrated strong performance, comprehensive service capability, and reliable responsiveness.
After reviewing the three proposals received, staff determined that SAFEbuilt is the most qualified firm
to continue providing these services.
Detailed Summary & Background:
On Monday, December 1, 2025, the City Commission at its Legislative Policy Committee meeting
directed staff to develop a 3-year contract renewal with SAFEBuilt. The updated Contract follows this
memo and will run from January 1, 2026, through December 31, 2028.
The contract does have an auto-renewal for 12 months at the end of December 2028 "as approved
by the City Commission” (Sec. 8.1). The City can give 90 days’ notice at any time to terminate the
agreement (Sec. 8.3).
Please see Exhibit C, "Performance Standards," for SAFEBuilt's expectations (p. 19 of the contract). This
includes the following: "SAFEbuilt will utilize customer service surveys to determine if department
activity is satisfactory for the end user and to identify areas of strengths and areas that need
improvement."
Goal/Action Item:
2027 Goal 1: Destination Community & Quality of Life
Is this a repeat item?:
Explain what change has been made to justify bringing it back to Commission:
Amount Requested: Budgeted Item:
Yes X | No N/A
Fund(s) or Account(s): Budget Amendment Needed:
101-387 Yes No X | N/A
Recommended Motion:
| move to award SAFEBuilt a three-year contract for the building and inspection services for the City
of Muskegon.
CITY OF MUSKEGON, MICHIGAN
PROFESSIONAL SERVICES AGREEMENT
This Agreement for Professional Services ("Agreement") effective January 1, 2026 is entered into by and
between the City of Muskegon, a Michigan municipal corporation, 933 Terrance Street, Muskegon, MI 49440,
("City") and SAFEbuilt Michigan, LLC, ("SAFEbuilt"), a wholly owned subsidiary of SAFEbuilt, LLC, with an
address at 444 North Cleveland, Suite 444, Loveland, CO 80537 . City and SAFEbuilt are individually referred
to as a "Party" and may be collectively referenced as the "Parties."
RECITALS AND REPRESENTATIONS
WHEREAS, the City has the responsibility under State laws and City Ordinance to adopt and enforce certain
building codes and other ordinances, conduct inspections, review building plans, and conduct other professional
services as described in this Agreement; and
WHEREAS, SAFEbuilt has represented to the City that it has substantial knowledge and experience in the
interpretation and application of the City's adopted Code of Ordinances with regard to various building
construction, including but not limited to, the inspection of buildings to determine compliance with State laws
and City ordinances, which include building codes, the review of building plans and other building code services.
WHEREAS, SAFEbuilt represents that SAFEbuilt has the skill, ability, and expertise to perform the services
described in this Agreement; and
WHEREAS, the City desires to engage SAFEbuilt to provide the services described in this Agreement subject
to the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually
agree as follows:
1.0 AGREEMENT
1.1 References to "SAFEbuilt" shall include any employees of SAFEbuilt, its contractors, subcontractors,
independent contractors.
2.0 SERVICES
2.1 Services. As directed by and under the supervision of the City ‘s Director of Public Safety (“Director of
Public Safety”), or his/her designee, SAFEbuilt shall provide the City with the services described in Exhibit
A (‘Scope of Services").
2.2 Building Official. City and SAFEbuilt agree to jointly hire the City’s Building Official. Although jointly
employed, City and SAFEbuilt agree City has no obligation to compensate the Building official in any way
and that all compensation, fringe benefits, including retirement programs and insurance, shall be provided
by SAFEbuilt. The Building Official shall report to the Director of Public Safety, but SAFEbuilt shall be fully
responsible for training, overseeing, and managing the Building Official.
2.3 Changes to Services. The City may request a change or changes in the Services. Any changes to
Services that are mutually agreed upon between the City and SAFEbuilt shall be made in writing which
shall specifically designate any changes in compensation for the Services and be made an amendment
to the Agreement after approval by City Commission. To be effective, any changes must be approved by
City Commission, and signed by SAFEbuilt and the Mayor and City Clerk.
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3.0 COMPENSATION
3.1 Commencement of Services. Following execution of this Agreement by both Parties and on the Effective
Date of January 01, 2026, SAFEbuilt shall be authorized to commence performance of the Services subject
to the requirements and limitations on compensation as provided by this Section 3.0 and its subsections.
3.2 Building Department Compensation. Unless otherwise provided and specifically provided for in paragraph
3.12, SAFEbuilt shall receive 80% of all adopted building department fees that are collected by the City
each month except the following: rental property and associated fees; and certificate of occupancy fees.
The City shall retain the remaining 20% of the fees.
3.3 Rental Program/Code Enforcement Compensation. SAFEbuilt shall receive payment as specified in
Exhibit B.
3.4 Dangerous Building Compensation. SAFEbuilt shall receive payment as specified in Exhibit B.
3.5 Municipal Civil Infractions (MCI) Compensation. SAFEbuilt and the City shall receive a 50/50 split of
recovered fees (after sent to collections).
3.6 Hourly Fees. Where a permit fee is not collected for the service performed or if SAFEbuilt is required by
the City to perform any service not included as part of its Scope of Services outlined in Exhibit A, the City
shail be responsible for the hourly rate listed in Exhibit B. That hourly rate includes pay rate, overhead,
profit, travel necessary to perform the task and all other costs to SAFEbuilt. This hourly rate would also
apply to any services for which a fee has been collected but the City has requested that services be
performed by SAFEbuilt, when SAFEbuilt is required to perform any service not included as part of its
Scope of Services outlined in Exhibit A.
3.7 Misc. Compensation. The City will discontinue the practice of charging SAFEbuilt for postage, copy
machine rent, phone rent, and information technology service. The City will begin to supply paper and
envelopes. SAFEbuilt postage allowance shall be capped at $10,000 annually; envelope supply will be
capped at 18,000 envelopes and paper supply will be capped at 18 cases.
3.8 Responsibility for Outstanding Permits. SAFEbuilt will report on the number of open permits quarterly,
providing assurance that the City is covered for open permits and shall receive payment as specified in
Exhibit B.
3.9 Collection of Fees. The Building Department, through SAFEbuilt, shall collect Building Department fees
on behalf of the City.
3.9.1 No Reimbursable Expenses. No "reimbursable expenses" or other fee, cost, charge, or
fee for the value or expense of any materials, goods, travel, mileage, depreciation, or
other item related to the performance of the Services shall be paid by the City. Any cost,
charge, fee, or expense incurred by SAFEbuilt in the performance of the Services shall
be deemed a non-reimbursable cost and shall be borne by SAFEbuilt and shall not be
billed or invoiced to the City and shall not be paid by the City.
3.9.2 Free or Reduced Cost Services. The Parties recognize and understand that the City is
or may be required by law to waive inspection fees on a limited number of projects during
a calendar year or may, at its discretion, waive or reduce inspection fees for certain
projects that provide a substantial and direct public benefit (e.g., City owned buildings,
inspection related to court cases or following up services directed by a court of law).
The City shall notify SAFEbuilt of such circumstance(s) at the earliest opportunity and
the City may request SAFEbuilt to perform building and inspection services at no cost
or at a reduced cost.
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3.9.3 Increases in Compensation or Addition of Reimbursable Expenses. Any increases or
modification of compensation or the addition of a reimbursable expense(s) shall be
subject to written amendment of this Agreement approved by City Commission and
executed by both Parties.
3.10 Payment Processing. SAFEbuilt shall submit invoices and requests for payment in a form
acceptable to the City. Invoices shall be submitted by the 15" of each month unless otherwise
approved by this Agreement or in writing by the City. All invoices shall contain sufficient information to
account for all SAFEbuilt time (or other appropriate measure(s) of work effort for the Services during
the stated period of the invoice. Invoices shall be given to the Director of Public Safety with a
computation of the fees received and a total amount on which the 80% payment request is based
(Building Department Only). The City shall have thirty (30) days from receipt of the invoice to issue
payment to SAFEbuilt’s corporate offices at: SAFEbuilt; 444 North Cleveland, Suite 444; Loveland,
CO 80537 unless there is a dispute as to the amount due and owning. If there is a dispute, the parties
shall use the procedures set out in paragraph 3.7. City, in its sole discretion, shall establish all fees
charged to all parties seeking permits, certificates, building department fees, building inspection fees,
dangerous building fees, rental program fees, and code enforcement fees, in whatever form or name.
If the city exercises its right to change fees in its sole discretion which resulted in lower fees, then
SAFEbuilt would have the right to terminate the agreement with 90 days’ notice to the city.
3.11. Gity's Dispute of Amount of Payment. The City may request additional information from
SAFEbuilt substantiating any and all compensation sought by SAFEbuilt before accepting the invoice.
When additional information is requested by the City, the City shall advise SAFEbuilt in writing,
identifying the specific item(s) that are in dispute and giving specific reasons for any request for
information. The City shall pay SAFEbuilt within thirty (30) days of the receipt of an invoice for any
undisputed charges or, if the City disputes an item or invoice and additional information is requested,
within thirty (30) days of acceptance of the item or invoice by the City following receipt of the
information requested and resolution of the dispute. To the extent possible, undisputed charges within
the same invoice as disputed charges shall be timely paid in accordance with this Agreement.
Payment by the City shall be deemed made and completed upon hand delivery to SAFEbuilt or
designee of SAFEbuilt or upon deposit of such payment in the U.S. Mail, postage pre-paid, addressed
to SAFEbuilt.
3.12 Remittance to City for Outstanding Permits. Upon termination fo this Agreement, either at its
conclusion or earlier, SAFEBuilt shall remit to City all fees paid prior to termination of this Agreement,
for whatever case, for work to be done after termination of this Agreement.
4.0 SAFEBUILT'S GENERAL RESPONSIBILITIES
4.1 Reference to "SAFEbuilt" under this Section shall include SAFEbuilt employees, contractors,
subcontractors, independent contractors, or anyone performing services under this Agreement for
SAFEbuilt.
4.2 The City shall supply SAFEbuilt with individual identification badges ("ID badges") for each SAFEbuilt
employee. The City shall have the discretion to determine the type, size and design for those ID badges.
SAFEbuilt shall require that all employees have their ID badges visible to the public at all times while
performing services under this Agreement. Lost ID badges shall be immediately reported to the Director
of Public Safety.
4.3 SAFEbuilt shall provide to the City the work telephone numbers of all employees, including any mobile
telephones that will be used while performing services under this Agreement.
4.4 The City shall provide copies and amendments of the City Code of Ordinances, Michigan State Building
Codes, street maps or other relevant code books or materials to SAFEbuilt. These Code of Ordinances,
Michigan State Codes, street maps and all other materials shall remain the property of the City and shall
be turned into the City at the termination of this Agreement. SAFEbuilt shall become familiar with those
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codes and any unusual applications of those codes to City issues. SAFEbuilt is obligated to affirmatively
request from the City such information that SAFEbuilt, based on SAFEbuilt's professional experience,
should reasonably expect is available and which would be relevant to the performance of the Services.
4.5 SAFEbuilt shall perform the Services in accordance with this Agreement and shall promptly inform the
City concerning ambiguities and uncertainties related to SAFEbuilt's performance that are not addressed
by the Agreement.
4.6 SAFEbuilt shall employ a sufficient number of employees sufficiently experienced and knowledgeable to
perform the Services in a timely and prompt manner and such employees shall at all times act in a
professional, polite, and courteous manner to all persons regardless of the circumstances.
4.7 SAFEbuilt shall not allow employees, contractors, or subcontractors that are convicted of specific crimes
to do work in the City. Those crimes include, but are not limited to, fraud, theft, criminal sexual conduct,
assaultive or violent behavior, serious moral turpitude, gambling, prostitution, weapons violations, tax
evasion, or controlled substances.
4.8 SAFEbuilt shall promptly comply with any written City request for the City or any of its duly authorized
representatives to reasonably access and review any books, documents, and papers, other than
SAF Ebuilt’s financial records, that are pertinent to SAFEbuilt’s performance under this Agreement for the
purpose of the City performing an audit, examination, or other review of the Services.
4.9 SAFEbuilt shall comply with all applicable federal, state and local laws, ordinances, regulations, and
resolutions.
4.10 SAFEbuilt shall be responsible at SAFEbuilt's expense for obtaining, and maintaining in a valid and
effective status, all licenses and permits necessary to perform the Services unless specifically stated
otherwise in this Agreement. SAFEbuilt shall supply copies to the City of appropriate licenses and
permits for any individual performing services under this Agreement.
4.11 If requested by the City, SAFEbuilt shall make the appropriate employees, contractors, subcontractors,
agents and independent contractors available for court proceeding, as witnesses, expert witnesses or
otherwise, instituted by or involving the City in either criminal or civil matters which involve services
performed under this Agreement, including but not limited to, appearances at pre-trials, hearings, bench
trials, jury trial and at all other times requested by the City.
4.12 SAFEbuilt shall reasonably make the appropriate employee, contractor, subcontractor, and independent
contractor available for consultation with the Director of Public Safety and the City Attorney, or their
designees, to discuss issues regarding litigation and/or matters of interest to City Commission or the
public.
5.0 PERFORMANCE STANDARDS
5.1 In performing the Services, SAFEbuilt shall use that degree of care, skill, and professionalism ordinarily
exercised under similar circumstances by members of the same profession practicing or performing the
substantially same or similar services in the State of Michigan. SAFEbuilt represents to the City that
SAFEbuilt is, and its employees performing such Services are, properly licensed and/or registered within
the State of Michigan for the performance of the Services (if licensure and/or registration is required by
applicable law) and that SAFEbuilt and employees possess the skills, knowledge, and abilities to
competently, timely, and professionally perform the Services in accordance with this Agreement. In
addition, more specific standards of SAFEbuilt performance are included within Exhibit C.
5.2 In a timely manner, SAFEbuilt shall inform the Director of Public Safety of all oral complaints and submit
a copy of all written complaints it receives from third parties against any employee, contractor,
subcontractor or independent contractor of SAFEbuilt to the Director of Public Safety. The Director of
Public Safety shall determine the disposition of all written complaints.
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5.3 The Parties mutually agree that SAFEbuilt's actions reflect on the reputation of the City. It is imperative
to the City that SAFEbuilt treats the City and the public with the utmost fairness and respect. SAFEbuilt
shall strictly comply with all the terms and conditions set out in this Agreement.
6.0 LEASING OF CITY PROPERTY - OFFICE SPACE
6.1 The City of Muskegon and SAFEbuilt shall execute and adhere to the obligations of a rental lease as
outlined in Exhibit D.
7.0 USE OF CITY SOFTWARE
7.1 The City is licensed to use BS&A software for its Building Department permit programs. The City has
obtained permission from BS&A to allow SAFEbuilt to have access to the City's BS&A software as long
as that software is only used by SAFEbuilt to perform the services under this Agreement for the City.
SAFEbuilt acknowledges that the license to use the BS&A software terminates with the termination of this
Agreement.
7.1.1. All Code Enforcement Case identification numbers; Rental Program Identification numbers;
will incorporate a prefix that signifies case or registration was generated under this Agreement.
7.2 SAFEbuilt shall provide an original signed statement from each of its employees acknowledging that
he/she understands that the BS&A software is the sole property of BS&A and at no time may he/she
download, copy, alter, or take other prohibited actions regarding that software. SAFEbuilt is permitted to
use standard City software loaded on the City's computers leased under Section 7, for example, Microsoft
Office and Outlook email. SAFEbuilt's right to use the software applies only to work performed for the City
and any rights to the use of that software ceased upon their termination by SAFEbuilt and/or the
termination of the Agreement.
7.3 SAFEbuilt agrees to defend, pay on behalf of, indemnify, and hold harmless the City, its elected and
appointed officials, employees, and volunteers against any claims, demands, suits or loss, and for any
damages which may be asserted, claimed or recovered against or from the City, its elected and appointed
officials, employees or volunteers by reason of any allegation of illegal use or misuse of BS&A software
or a violation of the licensing agreement by SAFEbuilt.
8.0 TERM AND TERMINATION
8.1 Term. This Agreement shall be effective on the January 01, 2026, (the "Effective Date") and shall
terminate on December 31, 2028. At the end of this period, this Agreement will automatically renew for
subsequent twelve (12) month terms and as approved by City Commission. This Agreement may also be
terminated as provided in paragraphs 8.3 and 9.3 or suspended as provided in paragraphs 8.4 and 8.5.
8.2 Continuing Services Required. SAFEbuilt shall perform the Services in accordance with this Agreement
commencing on the Effective Date until such Services are terminated or suspended in accordance with
this Agreement. SAFEbuilt shall not temporarily delay, postpone, or suspend the performance of the
Services without the written consent of the City Commission, City Manager, or a person expressly
authorized in writing to direct SAFEbuilt's services.
8.3 City Unilateral Termination. Notwithstanding paragraph 13, this Agreement may be terminated by the
City for any or no reason upon written notice delivered to SAFEbuilt at least ninety (90) days prior to
termination. In the event of the City's exercise of the right of unilateral termination as provided by this
paragraph:
8.3.1. Unless directed to continue performing work during the ninety (90) day period prior to
termination or unless otherwise provided in any notice of termination, SAFEbuilt shall provide
no further services in connection with this Agreement after receipt of a notice of termination;
and
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8.3.2 All finished or unfinished documents, data, studies and reports prepared by SAFEbuilt
pursuant to this Agreement shall be delivered by SAFEbuilt to the City and shall become the
property of the City; and
8.3.3 SAFEbuilt shall retain any building fees collected, regardless of service performed, through
last day worked based on termination notice. SAFEbuilt will provide a final accounting within
thirty (30) days of the date of termination unless directed otherwise.
8.4 Termination for Non-Performance. Should a Party to this Agreement fail to materially perform in
accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the
performing Party if the performing Party first provides written notice to the non-performing Party which
notice shall specify the non-performance, provide both a demand to cure the non-performance and
reasonable time to cure the non-performance, and state a date upon which the Agreement shall be
terminated if there is a failure to timely cure the non-performance. For purpose of this Section 8.4,
"reasonable time" shall be not less than five (5) business days. In the event of a failure to timely cure a
non-performance and upon the date of the resulting termination for nonperformance, SAFEbuilt shall
prepare a final accounting and final invoice of charges for all performed but unpaid Services and
authorized reimbursable expenses. Such final accounting and final invoice shall be delivered to the City
within fifteen (15) days of the date of termination; thereafter, no other invoice, bill, or other form of
statement of charges owing to SAFEbuilt shall be submitted to or accepted by the City. Provided that
notice of non-performance is provided in accordance with this Section 8.4, nothing in this Section 8 shall
prevent, preclude, or limit any claim or action for default or breach of contract resulting from non-
performance by a Party.
8.5 Unilateral Suspension of Services. The City may suspend SAFEbuilt's performance of the Services at the
City's discretion and for any reason by delivery of written notice of suspension to SAFEbuilt which notice
shall state a specific date of suspension. Upon receipt of such notice of suspension, Safe Built shall
immediately cease performance of the Services on the date of suspension except: (1) as may be
specifically authorized by the notice of suspension (e.g., to secure the work area from damage due to
weather or to complete a specific report or study); or (2) for the submission of an invoice for Services
performed prior to the date of suspension in accordance with this Agreement.
8.6 Reinstatement of Services Following City's Unilateral Suspension. The City may at its discretion direct
SAFEbuilt to continue performance of the Services following suspension. If such direction by the City is
made within (30) days of the date of suspension, SAFEbuilt shall recommence performance of the
Services in accordance with this Agreement. If such direction to recommence suspended Services is
made more than thirty-one (31) days following the date of suspension, SAFEbuilt may elect to: (1) provide
written notice to the City that such suspension is considered a unilateral termination of this Agreement
pursuant to Section 9.3; or (2) recommence performance in accordance with this Agreement; or (3) if
suspension exceeded sixty (60) consecutive days, request from the City an equitable adjustment in
compensation or a reasonable re-start fee and, if such request is rejected by the City, to provide written
notice to the City that such suspension and rejection of additional compensation is considered a unilateral
termination of this Agreement pursuant to Section 9.3. Nothing in this Agreement shall preclude the
Parties from executing a written amendment or agreement to suspend the Services upon terms and
conditions mutually acceptable to the Parties for any period.
8.7 Delivery of Notice of Termination. Any notice of termination permitted by this Section 8 and its subsections
shall be deemed given as set out in Section 14.13 of this Agreement titled "Notices".
9.0 INSURANCE
9.1 Insurance Generally. SAFEbuilt shall obtain and shall continuously maintain during the term of this
Agreement insurance of the kind and in the amounts specified as follows:
[Xx] The Contactor shall secure and maintain the following ("Required insurance"):
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BX] Worker's compensation insurance to cover obligations imposed by applicable law for any employee
engaged in the performance of work under this Agreement, and Employer's Liability insurance with
minimum limits of one hundred thousand dollars ($100,000) each accident, five hundred thousand dollar
($500,000) disease - policy limit, and one hundred thousand dollars ($100,000) disease - each
employee. Evidence of qualified self-insured status may be substituted for the worker's compensation
requirements of this paragraph.
Commercial general liability insurance with minimum combined single limits of one million dollars
($1,000,000) each occurrence and two million dollars ($2,000,000) general aggregate. The policy shall
be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad
form property damage (including completed operations), personal injury (including coverage for
contractual and employee acts), blanket contractual, independent Corporations, an Annual Contract
Aggregate Limit endorsement, and products and completed operations. The policy shall contain a
severability of interest provision, and shall be endorsed to include the Municipality including Architects
and Engineers, all elected and appointed officials, all employees and volunteers, boards, commissions
and/or authorities and their board members, employees, and volunteers as additional insured. No
additional insured endorsement shall contain any exclusion for bodily injury or property damage arising
from completed operations.
[X] Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury
and property damage of not less than of One Million Dollars ($1,000,000.00) each occurrence with
respect to each of SAFEbuilt's owned, hired and non-owned vehicles assigned to or used in
performance of the Services. The policy shall contain a severability of interest’s provision. Such
insurance coverage must extend to all levels of subcontractors. Such coverage must include all
automotive equipment used in the performance of the Agreement, both on the work site and off the work
site, and such coverage shall include non-ownership and hired cars coverage. Such insurance shall be
endorsed to name the City as Certificate Holder and name the City, and its elected officials, officers,
employees and agents as additional insured parties.
| Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of One
Million Dollars ($1,000,000) per claim and annual aggregate. Such policy of insurance shall be obtained
and maintained for one (1) year following completion of all Services under this Agreement. Such policy
of insurance shall be endorsed to include the City as a Certificate Holder.
The Required Insurance shall be procured and maintained with insurers licensed and admitted in
Michigan with an A- or better rating as determined by Best's Key Rating Guide. All Required Insurance
shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed
by SAFEbuilt.
9.2 Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by
this Section 9 and its subsections, insurance shall conform to all of the following:
9.2.1. Insurance carried or obtained by the City, its officers, or its employees shall be in excess of
and not contributory insurance to that provided by SAFEbuilt; provided, however, that the
City shall not be obligated to obtain or maintain any insurance whatsoever for any claim,
damage, or purpose arising from or related to this Agreement and the Services. SAFEbuilt
shall not be an insured party for any City-obtained insurance policy or coverage.
9.2.2 SAFEbuilt shall be solely responsible for any deductible losses for Required Insurance.
9.2.3 No policy of insurance shall contain any exclusion for bodily injury or property damage
arising from completed operations.
9.2.4 Every policy of insurance shall provide that the City will receive notice no less than thirty (30)
days prior to any cancellation, termination, or a material change in such policy.
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9.3 Failure to Obtain or Maintain Insurance. SAFEbuilt's failure to obtain and continuously maintain policies
of insurance in accordance with this Section 9 and its subsections shall not limit, prevent, preclude,
excuse, or modify any liability, claims, demands, or other obligations of SAFEbuilt arising from
performance or non-performance of this Agreement. Failure on the part of SAFEbuilt to obtain and to
continuously maintain policies providing the required coverage, conditions, restrictions, notices, and
minimum limits shall constitute a material breach of this Agreement upon which the City may immediately
terminate this Agreement, or, at its discretion, the City may procure or renew any such policy or any
extended reporting period thereto and may pay any and all premiums in connection therewith, and all
monies so paid by the City shall be repaid by SAFEbuilt to the City immediately upon demand by the City,
or at the City's sole discretion, the City may offset the cost of the premiums against any monies due to
SAFEbuilt from the City pursuant to this Agreement.
9.4 Insurance Certificates. Prior to commencement of the Services, SAFEbuilt shall submit to the City
certificates of insurance for all Required Insurance. Insurance limits, term of insurance, insured parties,
and other information sufficient to demonstrate conformance with this Section 10 and its subsections shall
be indicated on each certificate of insurance. Certificates of insurance shall reference SAFEbuilt / Building
Inspection Services. The City may request and SAFEbuilt shall provide within ten (10) business days of
such request a current certified copy of any policy of Required Insurance and any endorsement of such
policy. The City may, at its election, withhold payment for Services until the requested insurance policies
are received and found to be in accordance with the Agreement.
10.0 OWNERSHIP OF DOCUMENTS
10.1 Any work product, materials, and documents produced by SAFEbuilt pursuant to this Agreement shall
be and remains property of the City and shall not be made subject to any copyright unless authorized by
the City. SAFEbuilt hereby assigns to the City the copyright to all works prepared, developed, or created
pursuant to the Services outlined in this Agreement, including the rights to: (1) reproduce the work; (2)
prepare derivative works; (3) distribute copies to the public by sale, rental, lease, or lending; (4) perform
the works publicly; and (5) to display the work publicly. SAFEbuilt waives its rights to claim authorship of
the works, to prevent its name from being used in connection with the works, and to prevent distortion of
the works.
Other materials, methodology and proprietary work used or provided by SAFEbuilt to the City not
specifically created and delivered pursuant to the Services outlined in this Agreement may be protected
by a copyright held by SAFEbuilt and SAFEbuilt reserves all rights granted to it by any copyright. The
City shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the
following exceptions: (1) for exclusive use internally by City staff and/or employees; or (2) pursuant to a
request under the Michigan Freedom of Information Act, MCI 15.231 et. seq., or any Federal open
records act, to the extent that such statutes apply; or (3) pursuant to law, regulation, or court order.
SAF Ebuilt waives any right to prevent its name from being used in connection with the Services.
10.2 SAFEbuilt will be provided with a copy of the City's Freedom of Information Act ("FOIA") policy. The City
is responsible for responses to FOIA requests and SAFEbuilt shall not directly respond to any third parties
regarding any received FOIA requests. Upon receipt of a FOIA request, SAFEbuilt shall immediately give
that request to the City Clerk. SAFEbuilt shall provide specific information requested by the City for
response to the FOIA request by the date and time requested by the City Clerk and in a specific format if
so requested by the City Clerk, excluding those documents prepared by or on behalf of the City.
10.3 If SAFEbuilt receives a claim for damages, a Summons or Complaint, a subpoena or other document
concerning a request for money damages, a threat of a law suit, or any court action proceeding, SAFEbuilt
shall immediately hand deliver these documents to the City Clerk.
11.0 INDEPENDENT CONTRACTOR.
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11.1 SAFEbuilt shall perform the Services as an independent contractor and shall not be deemed by virtue
of this Agreement to have entered into any partnership, joint venture, employer/employee or other
relationship with the City other than as a contracting party and independent contractor. City and SAFEbuilt
agree to jointly hire the City’s Building Official. Although jointly employed, City and SAFEbuilt agree City
has no obligation to compensate the Building official in any way and that all compensation, fringe benefits,
including retirement programs and insurance, shall be provided by SAFEbuilt. The Building Official shall
report to the Director of Public Safety, but SAFEbuilt shall be fully responsible for training, overseeing,
and managing the Building Official. The City shall not be obligated to secure, and shall not provide, any
insurance coverage or employment benefits of any kind or type to or for SAFEbuilt or SAFEbuilt's
employees, sub-consultants, contractors, agents, or representatives, including coverage or benefits
related but not limited to: local, state, or federal income or other tax contributions; insurance contributions
(e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors and
omissions insurance; or retirement account contributions.
12.0 CONFLICT OF INTEREST
12.1 SAFEbuilt shall refrain from providing services to other persons, firms, or entities that would create a
conflict of interest for SAFEbuilt with regard to providing the Services pursuant to this Agreement.
SAFEbuilt shall not offer or provide anything of benefit to any City official or employee that would place
the official or employee in a position of violating the public trust as provided under the City Charter, City
Code of Ordinance, state or federal statute, case law or ethical principles.
13.0 REMEDIES
13.1 In addition to any other remedies provided for in this Agreement, and without limiting its remedies
available at law, the City may exercise the following remedial actions if SAFEbuilt substantially fails to
perform the duties and obligations of this Agreement. Substantial failure to perform the duties and
obligations of this Agreement shall mean a significant, insufficient, incorrect, or improper performance,
activities or inactions by SAFEbuilt. The remedial actions include:
13.1.1 Suspend SAFEbuilt's performance pending necessary corrective action as specified by the
City without SAFEbuilt's entitlement to an adjustment in any charge, fee, rate, price, cost, or
schedule; and/or
13.1.2 Withhold payment to SAFEbuilt until the necessary services or corrections in performance are
satisfactorily completed; and/or
13.1.3 Deny payment for those services which have not been satisfactorily performed, and which,
due to circumstances caused by SAFEbuilt, cannot be performed, or if performed would be of
no value to the City; and/or
13.1.4 Terminate this Agreement in accordance with this Agreement.
The foregoing remedies are cumulative and the City, in its sole discretion, may exercise any or
all of the remedies individually or simultaneously.
14.0 MISCELLANEOUS PROVISIONS
14.1 No Waiver of Rights. A waiver by any Party to this Agreement of the breach of any term or provision of
this Agreement shall not operate or be construed as a waiver of any subsequent breach or continued
breach by either Party or continued breach by either Party. The City's approval or acceptance of, or
payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided
under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the City
Page 9 of 34
except in writing signed by the City Commission or by a person expressly authorized to sign such waiver
by resolution of the City Commission of the City and any written waiver of a right shall not be construed
to be a waiver of any other right or to be a continuing waiver unless specifically stated.
14.2 No Waiver of Governmental Immunity. Nothing in this Agreement shall be construed to waive, limit, or
otherwise modify any governmental immunity that may be available by law to the City, its officials,
employees, contractors, or agents, volunteers or any other person acting on behalf of the City and, in
particular, governmental immunity afforded or available pursuant to the Michigan Governmental Immunity
Act, MCL 691.1401, et. seq.
14.3 Affirmative Action. SAFEbuilt will not discriminate against any employee or applicant for employment
because of race, color, religion, sex or national origin. SAFEbuilt will take affirmative action to ensure
applicants are employed, and employees are treated during employment, without regard to their race,
color, religion, sex or national origin. Such action shall include, but not be limited to the following:
employment, upgrading, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
14.4 Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding upon the
successors, heirs, legal representatives, and assigns.
14.5 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall create a
contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including
any agent, Sub-consultant or subcontractor of SAFEbuilt. Absolutely no third party beneficiaries are
intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and
unintended beneficiary only.
14.6 Governing Law, Venue, and Enforcement. This Agreement shall be governed by and interpreted
according to the law of the State of Michigan. Venue for any action arising under this Agreement shall be
in the County of Muskegon. If there is any conflict between the language of this Agreement and any exhibit
or attachment, the language of this Agreement shall govern.
14.7 Survival of Terms and Conditions. The Parties understand and agree that all terms and conditions of
the Agreement that require continued performance, compliance, or effect beyond the termination date of
the Agreement shall survive such termination date and shall be enforceable in the event of a failure to
perform or comply.
14.8 No Assignment. Neither Party shall assign all or part of the rights, duties, obligations, responsibilities,
or benefits set forth in this Agreement to another party or entity
14.9 Paragraph Captions. The captions of the paragraphs are set forth only for the convenience and
reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of
this Agreement.
14.10 Integration and Amendment. This Agreement represents the entire and integrated agreement between
the City and SAFEbuilt and supersedes all prior negotiations, representations, or agreements, either
written or oral, unless specified herein. Any amendments to this must be in writing and be signed by both
the City and SAFEbuilt.
14.11 Severability. Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause,
phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of
any other provision of this Agreement.
14.12Incorporation_of Exhibits. Unless otherwise stated in this Agreement, exhibits, applications, or
documents referenced in this Agreement shall be incorporated into this Agreement for all purposes. In the
event of a conflict between any incorporated exhibit and this Agreement, the provisions of this Agreement
shall govern and control.
Page 10 of 34
14.13Notices. Unless otherwise specifically required by a provision of this Agreement any notice required or
permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all
purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the Party to
whom such notice is to be given at the address set forth below or at such other address as has been
previously furnished in writing, to the other Party. Such notice shall be deemed to have been given when
deposited in the United States Mail properly addressed to the intended recipient.
If to the City: If to SAFEbuilt:
Director of Public Safety Joe DeRosa, CROSAFEbuilt, LLC
City of Muskegon 444 North Cleveland, Suite 444
PO Box 536 / 933 Terrance Street Loveland, CO 80537
Muskegon, MI 49440
With Copy to: With Copy to:
Muskegon City Attorney
c/o Parmenter O'Toole Attorneys at Law Glenn Lindsey
601 Terrace Street SAFEbuilt, LLC
Muskegon, MI 49440 444 North Cleveland, Suite 444
Loveland, CO 80537
15.0 SPECIAL PROVISIONS
15.1 Indemnification and Hold Harmless. To the fullest extent permitted by law, SAFEbuilt agrees to defend,
pay on behalf of, indemnify, and hold harmless the City its elected and appointed officials, employees and
volunteers and others working on behalf of the City against any and all claims, demands, suits, or loss,
including all costs connected therewith brought by a third-party, and for any damages which may be
asserted, claimed or recovered against or from the City, its elected and appointed officials, employees,
volunteers or others working on behalf of the City, by reason of personal injury, including bodily injury or
death and/or property damage, including loss of use thereof which arises out of or is in any way connected
or associated with SAFEbuilt's negligent acts or omissions under this Agreement. At no time does the
City waive its right to governmental immunity.
15.2 Force Majeure. Neither SAFEbuilt nor the City shall be liable for any delay in, or failure of performance
of, any covenant or promise contained in this Agreement, nor shall any delay or failure constitute default
or give rise to any liability for damages if, and only to extent that, such delay or failure is caused by "force
majeure." As used in this Agreement, "force majeure" means acts of God, acts of the public enemy,
unusually severe weather, fires, floods, epidemics, quarantines, strikes, labor disputes and freight
embargoes, to the extent such events were not the result of, or were not aggravated by, the acts or
omissions of the non-performing or delayed party.
15.3 Authority. The individuals executing this Agreement represent that they are expressly authorized to
enter into this Agreement on behalf of City and SAFEbuilt and bind their respective entities.
THIS AGREEMENT is executed and made effective as provided above.
City of Muskegon, Ml SAFEbuilt Michigan, LLG tally signed by
Matthew K. Matthew K. Causley
g Causley Date: 2025.12.18
14:27:44 -05'00!
Gignature / _ Signature ~
Mame Den Than aor Name: Matthew K. Causley
Page 11 of 34
Title: 7/We VOSS Title. Chief Operating Officer
/
Dates / 1 JS 1 LORS Date: 12 18 j 2025
ATTEST Signature
Lap Marie Beis ch (i 2y Oprk
Name/ Title :
Date: Ja! IF i noas
Page 12 of 34
EXHIBIT A: Scope of Services
Customer Service Complaint Mitigation Plan
SAFEbuilt will develop an updated customer service plan to address complaints and will provide it to the City
by the end of January 2026. The plan will focus on increasing transparency, accessibility, and accountability
between SAFEbuilt and the public. Proposed efforts include enhanced customer service training for all staff,
maintaining transparent information on the City’s website, and implementing an updated complaint procedure.
SAFEbuilt will also provide the City with quarterly updates on customer complaints.
Administrative Services
Provide onsite administrative staff
NNN
Provide permit counter intake during current City Hall business hours.
Inform applicant when submitting plans of what the maximum amount of time it will be to first comments
and also the estimated time to first comments and/or completion
Answer all questions at the counter or over the phone and provide ongoing communication as needed
\LNNNAN
Review and provide handouts at the counter
Administer the City of Muskegon contractor registration program
Provide input, tracking, and reporting using the City’s current system (BS&A)
All Code Enforcement case identification numbers; Rental Program identification numbers will incorporate
a prefix that signifies case or registration was generated under this Agreement.
Implement performance measurements to ensure agreed upon service levels
NNN NNN SN
Provide scheduling support to inspection staff
Prepare reports within mutually agreed upon timeframes and frequencies
Follow up on complaints and provide resolution
Provide emergency disaster response as it relates to building code — available via cell phone after hours
Attend required staff level meeting with City staff, public officials, community leaders, and the public
Submit monthly activity and compliance reports to the Director of Public Safety
Building Department Services
Y Monitor and enforce adopted building codes, related codes, and amendments
¥Y Demonstrate experience and applied knowledge in the aspects of plan review and building and
construction inspections related to historic structures
Document areas of non-compliance using written records, electronic communications, photographs or
UN
other appropriate means
Provide training for our inspectors on City of Muskegon ordinances and amendments
\N\NN
Manage and pay for CEU training required to maintain Act 407 compliance
Be available for meetings as requested — including representing the City at HBA meetings as needed
Work in partnership with the City of Muskegon staff to pursue the City providing building code
compliance and consulting services to the local school districts, local community colleges and local
colleges as allowed by all applicable regulations
Work with the City Clerk to facilitate Freedom of Information Act (FOIA) requests
NN
Report directly to the position of Director of Public Safety
Existing Open Permits
SAFEbuilt will report on the number of open permits quarterly, providing assurance that the City is covered for
open permits.
Plan Review Services
Y Accept and perform plan review
Y_ Work with the applicant on submittal requirements in order to ensure the process is not held up for
minor issues
Y Examine all commercial and residential projects including drawings, specifications, computations, and
additional data
Y Determine if plans conform to the required strengths, stresses, strains, loads, and stability of adopted
building codes, local amendments, and all other pertinent laws and ordinances
Page 13 of 34
Perform the following reviews: building code, accessibility, mechanical, electrical, plumbing, use and
occupancy classification, general building heights and areas, construction type, means of egress,
accessibility, energy code, and foundation
SN
Be available for pre-submittal meetings in order to help facilitate the timeliness of reviews and the
completeness of submittals
v Coordinate plan review tracking, reporting, and interaction with applicable departments
v Add resources as needed to keep reviews on schedule and provide needed expertise
v Review all revisions and be available for consultation after review is completed
Inspection Services
ONIN SN
Coordinate all inspection requests
Offer the option of having the inspection performed in the morning or the afternoon — am/pm inspections
Perform inspections of residential and nonresidential buildings to determine that construction activity
complies with approved plans, applicable codes and ordinances
ON
Perform all inspections as per adopted building codes and local amendments including liquor license
inspections and coordination with Fire Marshall as warranted
ON
Provide onsite inspection consultations to citizens and contractors at an hourly rate, if determined by
Building Official
LNLNN
Observe safety and security procedures and report potentially unsafe conditions
Identify and document any areas of non-compliance and suggest alternate means
Notify appropriate jurisdiction staff when we observe code violations
Perform work associated with abatement of dangerous buildings as allowed by adopted ordinance and
state law
SN
Process and deliver stop-work notices for non-conforming building activities — as approved by the
Building Official
v Leave a copy of the inspection notice with appropriate site personnel — as approved by the Bldg. Official
Administrative Supporl/Permit Technician Services
v Provide a qualified team member to facilitate the permitting process from initial permit intake to final
issuance of permit
\QN\NNNUN
Provide a qualified team member to facilitate administration of the City’s dangerous building, rental and
code enforcement programs
Determine and collect fees if desired by the City of Muskegon
Provide inspection scheduling and tracking to ensure code compliance
Provide customer service
Process permits that require minimal or no plan review at time of submittal as approved by the Building
Official
S
Respond to citizen complaints and communicate effectively with citizens to minimize impact of building
activities on the public and neighborhoods
Dangerous Building Program
v SAFEbuilt shall provide notices to property owners in compliance with the International Property
Maintenance Code
v SAFEbuilt is responsible to follow through with all steps in the declaring and the demolition of
dangerous buildings, including coordination with demolition contractors
v SAFEbuilt will facilitate and prepare for Housing Board of Appeals (HBA) meetings
v SAF Ebuilt will prepare all City Commission agenda items and attend City Commission meetings
v SAFEbuilt will provide any reporting data required to obtain grants related to demolitions. The City is
responsible for obtaining and managing any grants from the State or County.
v SAFEbuilt will attempt to issue and collect on all tickets (Ex B #8) and demolition fees (Ex B #5) from the
property owner(s) per the method outlined in Exhibit B
Rental Program Services
v Monitor and enforce applicable City adopted ordinances
v International Property Maintenance Code will be enforced
v Act as an educator of ordinances and regulations as adopted or amended, so that citizens and
businesses understand requirements and time frames for becoming compliant
Page 14 of 34
Document areas of non-compliance using written records, electronic communications, photographs or
ON
other appropriate means
Prepare and maintain all materials for any court action in a form approved by the court, City ordinance,
ON
and State statute
Attend court sessions — as required
KXNNNN
Prepare and maintain all reports, issue citations and other documents for action
Prepare and distribute invoicing with regards to rental to citizens and/or owners
Provide training for our inspectors on City of Muskegon ordinances and amendments
Observe safety and security procedures and report potentially unsafe conditions
Provide rental inspections as mutually scheduled with tenant and/or owner and provide follow-up as
required
v Contact and inform owners of identified violations and compliance deadlines
A new Rental Registration Program will be implemented to inspect properties on a two, four or six year
program based on the condition of the property. The City reserves the right to approve the final plan prior to
formal implementation.
Code Enforcement Services
v Code enforcement focus will be “grass, trash, and leaves”
v Patrol to identify violations of City code, especially focused on violations such as overgrown vegetation;
trash and debris; grass and terrace violations
Act as an educator of ordinances and regulations as adopted or amended, so that citizens and
CNN NNUN
businesses understand requirements and time frames for becoming compliant
Monitor and enforce applicable City adopted ordinances and International Property Maintenance Code.
Responds to and investigate code violation complaints promptly and provide follow-up as required
Respond to and investigate terrace violations promptly and provide next day follow-up
Contact and inform owners of identified violations and compliance deadlines
Document areas of non-compliance using written records, electronic communications, photographs or
other appropriate means
Prepare and maintain all materials for any court action in a form approved by the court, City ordinance
SN
and State statute
Attend required court cases
NON
Issue citations, violation notices, and follow-up letters on violations of applicable City ordinances and
International Property Maintenance Code
Observe safety and security procedures and report potentially unsafe conditions
NNN ANNAN
KANNAN
Notify appropriate staff when we observe vacant/dangerous buildings
Administer code violations like tall grass and weeds
Cleanup of lots on privately owned property
Issue work order to contractors
Search for and find violations
Invoice property owners
Oversee appeals and issue citations as needed
Review photographic evidence
Submit unpaid bills for collection
Manage cutting and cleanup of City, County or State owned lots
Manage collections for unpaid fees paid by the City for cutting and cleanup of private property; unpaid
fees will be submitted for collection and facilitated by SAFEbuilt (no split, City retains all CE fees after
submittal for collections)
Municipal Civil Infractions (MCI) Collection Services
Y Administer the MCI collections program for citations issued by SAFEbuilt on behalf of the City
» SAFEbuilt issues citations for Building, Rental and Code Enforcement Departments only
Y Collect and document unpaid MCl’s for submittal to a collection agency designated by the City
" Citation documentation will be submitted electronically to the collection agency
"Collection agency will submit payment payable to the City and to be sent to SAFEbuilt office,
documented and split 50/50 on monthly invoicing
Page 15 of 34
* Citation documentation will be submitted for collection a minimum of once per quarter and a
maximum of once per month
SAFEbuilt Provides
SAFEbuilt would propose leasing office space from the City of Muskegon and will provide:
v Vehicles, vehicle maintenance, and insurance
Vv All hiring expenses
¥ Ongoing training and certification of employees
¥ Office computer hardware
Y Cell phones and usage
City Provided Location & Equipment
oy of Muskegon will:
Provide Room 201 for lease to SAFEbuilt at the rate of $4,972.50 per month, subject to a 3%increase
January 01, 2027 and annually thereafter. This lease rate includes all utilities.
Y Allow SAFEbuilt to service other W. Michigan communities from the leased space within City Hall
v Absorb costs associated with the electronic storage of department permit and inspection records —
SAF Ebuilt will facilitate the conversion and storage process with City Clerk
City ¢Obligations/Provisions
City shall discontinue the practice of charging SAFEbuilt for postage, copy machine rent, phone rent,
and information technology services.
Vv City shall permit SAFEbuilt to use its telephone and internet service through the City’s service
provider. City retains the rights to continue with current telephone/internet provider or switch provider
with thirty (30) day notice to SAFEbuilt.
v City shall maintain and staff its vacant building program; including board-ups
v City shall update and increase City fee schedule for building permit, plan review, and rental fees per
mutual agreement of both Parties.
¥ City shall implement a “Certificate of Occupancy” charge on all building permits requiring a Certificate
of Occupancy. The City shall keep 100% of the funds collected.
<\
City is responsible for obtaining and managing any grants from the State or County,
City shall provide SAFEbuilt access to water billing records and assessors data in order to help find
unregistered rental properties
NAAN
City shall supply property map on CD that can be installed on any computer or laptop.
City shall continue to supply property map in the printed book format for those without a laptop
City shall pay for newspaper advertising for code enforcement related issues or seek an alternate
program for advertising like Facebook or the City website.
LN
City shall supply paper and envelopes as needed.
City shall pay all code enforcement contractor invoices, including the current contractor of SAFEbuilt’s
choice, Muskegon County Landfill and current tire disposal contractor of SAFEbuilt’s choice.
Page 16 of 34
EXHIBIT B: Fee Schedule
SAFEbuilt does not utilize a company-wide fee schedule. A majority of our fees are based on an appropriate
percentage of the jurisdictions adopted fee schedule for services being provided by SAFEbuilt. SAFEbuilt
proposes services to be performed at the following rates. SAFEbuilt’s fees are all inclusive with no separate
billing for:
e Wages/Benefits
e Mileage/Vehicle Expense
e Materials
e Disbursement (copying, telephone rates, courier services)
Fee Schedule
1. Building Department Related Fees — 80% of all adopted building department fees
Except the following:
e Rental property and associated fees
e Certificate of Occupancy Fees
e A project is defined as the aggregate of the project itself.
e For projects over $100,000,000 up to $199,000,000 in valuation SAFEbuilt will reduce the
percentage of fee split from 80% of fees to 75% of fees associated with the project
e For projects over $200,000,000 up to $299,000,000 in valuation SAFEbuilt will reduce the
percentage of fee split from 75% of fees to 70% of fees associated with the project
e For projects over $300,000,000 up to $399,000,000 in valuation SAFEbuilt will reduce the
percentage of fee split from 70% of fees to 65% of fees associated with the project
e For projects over $400,000,000 up to $499,000,000 in valuation SAFEbuilt will reduce the
percentage of fee split from 65% of fees to 60% of fees associated with the project
e For projects over $500,000,000 in valuation SAFEbuilt will reduce the percentage of fee split
from 60% of fees to 50% of fees associated with the project
e For the avoidance of doubt, this impacts only the percentage of the permit fee split. Hourly
rates for additional/other services, including those for the Rental Program, the Dangerous
Building Program and for code enforcement remain unchanged and will be charged in
addition to the percentage of the permit fee.
2. Liquor License Inspection & Re-Inspection Fees — 80% of fee
3. Hourly Rate Fee - $70.00 (see Section 3.3)
4. Postage Fee - $10,000 maximum annual allowance
5. Dangerous Building Fees
SAFEbuilt will attempt to issue and collect on all tickets and demolition fees from the property owner(s) as
follows:
e When the City pays for a demolition a 20% Administrative Fee shall be applied to the demolition costs
charged to the property owner(s) — Administrative Fee shall be returned to the City after recovery
Page 17 of 34
e¢ SAFEbuilt shall keep 30% of any demolition cost recovered prior to sending items to collections
excluding the Administrative Fee
e City and SAFEbuilt will share the net after collections 50/50 unless otherwise provided
e Title Search fees shall be paid by the City — if required
e City shall be responsible for collecting any escrow funds
6. Rental Program Fee Schedule — City shall pay SAFEbuilt $27,318.18 per month for the administration of
the Rental Program beginning January 01,2026.
e¢ A 3% inflator will be implemented January 01, 2027 and every January 1* thereafter through December
31, 2029
e Arate-opener will be held to determine the rate for years beginning January 01, 2030 and thereafter
e Rental Program Revenue Sharing shall be a 50/50 split for all revenue in excess of $300,000 annually,
City shall keep first $300,000 in revenue
7. Code Enforcement Program Fee Schedule — City shall pay SAFEbuilt $14,369.37 per month for the
administration of the code enforcement program beginning January 01, 2026.
e¢ A 3% inflator will be implemented January 01, 2027 and every January 1° thereafter through December
31, 2029
e Arate-opener will be held to determine the rate for years beginning January 01, 2030 and thereafter
e Manage cutting and cleanup of City, County or State owned parcels for a $10 fee per work order
e Code Administrative Fees for private lot cleanup that are paid without being submitted to collections will
be retained by SAFEbuilt; fees that are submitted for collection will become part of the collections for the
City
8. Municipal Civil Infractions (MCl) Fee — SAFEbuilt and the City shall receive a 50/50 split of recovered fees
(after going to collection)
Page 18 of 34
EXHIBIT C: Performance Standards
We use a number of performance measures to gauge the effectiveness of our systems and the efficiency of
our staff. The most visible of quantitative measures are the following:
Area Performance Measurement Goal Comments
Overall Customer Service Ratings 100% |SAFEbuilt will utilize customer service surveys to
Department satisfaction |determine if department activity is satisfactory for
the end user and to identify areas of strengths and
areas that need improvement.
Administrative |Percentage of walk-ins 100% A front counter log will be reviewed each month to
Support experiencing counter wait times ensure that any customer requests or issues are
of less than 10 minutes handled quickly and effectively so as not to be an
inconvenience. The data will be compiled into a
report.
Administrative |Percentage of phone 100% =‘ |Inquiries and complaints from walk-in traffic, emails
Support inquiries/information and phone calls will be tracked and compiled into a
requests/complaints handled report.
within 24 hours
Pian Review [Residential (IRC) plan reviews — 100% City of Muskegon permit software should capture
maximum time to first comment this information. If not, SAFEbuilt will utilize its
is 5 business days. proprietary software to provide reporting. The 5
business day’s time frame is a maximum time to
comments. All plans will be reviewed on an As Soon
As Possible (ASAP) basis. Estimated time to
completion will be communicated to applicant.
Plan Review [Multi-family plan reviews 100% City of Muskegon permit software should capture
maximum time to first this information. If not, SAFEbuilt will utilize its
comments is 10 business days. proprietary software to provide reporting. The 10
Maximum time to second and 5 business day’s time frames are a maximum
comments is 5 business days time to comments. All plans will be reviewed on an
As Soon As Possible (ASAP) basis. Estimated time to
completion will be communicated to applicant.
Plan Review [Small Commercial (<$5M in 100% City of Muskegon permit software should capture
valuation) plan reviews first this information. If not, SAFEbuilt will utilize its
comments within 10 business proprietary software to provide reporting. The 10
days/second comments 5 and 5 business day’s time frames are a maximum
business days time to comments. All plans will be reviewed on an
As Soon As Possible (ASAP) basis. Estimated time to
completion will be communicated to applicant.
Plan Review |Large Commercial (>$5M in 100% = |City of Muskegon permit software should capture
valuation) plan reviews first this information. !f not, SAFEbuilt will utilize its
comments within 15 business proprietary software to provide reporting. The 15
days/second comments 10 and 10 business day’s time frames are a maximum
business days time to comments. All plans will be reviewed on an
As Soon As Possible (ASAP) basis. Estimated time to
completion will be communicated to applicant.
Building and |All inspections performed 100% City of Muskegon permit software should capture this
Trade within 24 hours of request information. If not, SAFEbuilt will utilize its
Inspections unless otherwise requested by proprietary software to provide reporting. The
applicant maximum time to complete a scheduled inspection is
24 hours — this does not include non business days or
City holidays.
Page 19 of 34
EXHIBIT D: Lease Agreement
CITY OF MUSKEGON
Landlord
TO
SAFEbuilt Michigan, LLC
Tenant
LEASE
Dated: January 01, 2026
Premises in the City Hall Building
City of Muskegon
County of Muskegon
State of Michigan
Room 201
Page 20 of 34
LEASE
THIS LEASE, made January 01, 2026, between the City of Muskegon, a Michigan
municipality (“Landlord” or “the City”) of 933 Terrace Street, Muskegon, Michigan, 49440,
and SAFEbuilt Michigan, LLC, (“Tenant”);
ARTICLE |
DEFINITIONS
1.01 DEFINITIONS: As used herein the following terms and phrases shall have the
meanings indicated:
A. Commencement Date: January 01, 2026
B. Term: The period of January 01, 2026 through December 31, 2029 ending
at midnight of the last day. At the end of this period, and upon mutual
agreement of the parties as approved by City Commission, this Lease
may be renewed for up to a two (2) year period.
C. Rent Commencement Date: January 01, 2026
Dz. Demised Premises: Room 201, which is approx. 3250 square feet of
office space, located on the second floor within the building containing
the City of Muskegon’s City Hall at 933 Terrace Street, Muskegon,
Michigan, 49440.
E, Common Areas: All areas, spaces and improvements which Landlord
makes available from time to time for the common use and benefit of Tenant, including,
without limitation, customer parking spaces, roads, walkways, promenades, sidewalks,
landscaped and planted areas, public rest rooms, and those portions of utility and sewer
lines and systems and fire protection and sprinkler alarm systems serving the common use
and benefit of Tenant.
F, Landlord: The City of Muskegon, the owner of the fee of the Demised
Premises.
G. Requirements: All laws, statutes, ordinances (including, but not limited to,
building codes and zoning regulations and ordinances), orders, rules, regulations and
requirements of all federal, state, county and municipal governments, and the appropriate
agencies, officers, departments, boards and commissions thereof, and the board of fire
underwriters and/or the fire insurance rating organization or similar organization
performing the same or similar functions, whether now or hereafter in force, applicable to
of 34
Pape 21
the Building or any part thereof and/or the Demised Premises or the use or manner of use
of the Building or any part thereof and/or
the Demised Premises or the sidewalks and curbs
adjacent thereto.
H. The Building: The structure located at 933 Terrace Street, in which the
Demised Premises are located and in which City of Muskegon City Hall is located.
ARTICLE Il
DEMISE AND CONSTRUCTION
2.01 DEMISE. Upon and subject to the terms and conditions of this Lease,
Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Demised
Premises, for the Term. Tenant acknowledges that the dimensions, shape and location of
the Demised Premises as described herein are approximate. Notwithstanding the
foregoing, Landlord reserves exclusively to itself and Tenant shall have no right in and to
(a) the use of the exterior faces of all perimeter walls, (b) the use of the roof, (c) the use of
the land, improvements and space below the bottom of the lower floor slabs of the
Demised Premises and above the interior surface of the ceiling of the Demised Premises,
and (d) the use of the improvements and space above the highest ceiling of the Demised
Premises. Landlord also reserves and Tenant shall have no right in and to the air rights
above Tenant's office space.
2.03 FURNITURE. Landlord shall provide any cubicle dividers, desks, file cabinets,
shelves, tables, floor mates, and/or wall document holders that are existing in the Demised
Premises on the Commencement Date. The use of the existing property shall be included
in the Fixed Rent and be included as part of the Demised Premises.
2.04 ACCEPTANCE OF DEMISED PREMISES. Tenant’s occupancy of Room 201
shall be conclusive evidence against Tenant as an admission that every part of the Demised
Premises is accepted "as is". Landlord shall have no responsibility in any respect for
damages to property of Tenant caused by water, flooding, waves or fluids of any nature or
origin whatsoever. Tenant hereby waives any and all benefits or rights to which Tenant
might become entitled by reason of any and all provisions of law that permit a tenant to
make repairs at the expense of a landlord or to terminate a lease by reason of the condition
of the Demised Premises.
ARTICLE III
FIXED RENT AND SECURITY
3.01 PAYMENT OF FIXED RENT. Commencing upon the Rent Commencement
Date, Tenant shall pay rent at the monthly rate of $4.972.50, in advance of the first day of
each month during the Term, except that the rent owed on January 1, 2026 shall be owed
and paid upon execution of thisAgreement without proration. The Fixed Rent shall be paid
promptly when due, in lawful money of the United States, without notice or demand and
without deduction, abatement, counterclaim or setoff of any amount or for any reason
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whatsoever, to Landlord at the address of Landlord set forth at the head of this Lease or
such other address as Landlord may designate or to such other person as Landlord may
designate. Tenant rent shall be subject to a 3% increase January 01, 2027 and annually
thereafter.
3.02 LATE CHARGES AND RETURN CHECK CHARGES. If payment of any Fixed
Rent shall not have been paid by the date on which such amount was due and payable a
late charge equal to the greater of (i) FIFTY DOLLARS ($50.00) and (ii) one and one-half
percent (1-1/2%) per calendar month or any part thereof (or the then maximum lawful
interest rate, if less), from the date on which such amount was due, on the amount overdue
shall, at the Landlord's option, be payable as damages for Tenant's failure to make prompt
payment. In addition to any other penalties or remedies available to Landlord in the event
of any late payment by Tenant, if any check in payment of any Fixed Rent is returned to
Landlord by Tenant's bank by reason of insufficient funds, uncollected funds or otherwise,
a return check administrative charge of FIFTY DOLLARS ($50.00) shall be payable to
Landlord by Tenant. The late charges and return check administrative charges for any
month shall be payable the first day of the following month, and in default of payment of
any such charges, Landlord shall have (in addition to all other remedies) the same rights as
provided in this Lease for nonpayment of Rent. Landlord and Tenant agree that the
foregoing late charges and return check administrative charges represent a reasonable
estimate of the costs which Landlord will incur by reason of late payment by Tenant and
returned checks, and are fair compensation to Landlord for its loss suffered by such late
payment or returned check. Nothing in this Section contained and no acceptance of late
charges by Landlord shall be deemed to extend or change the time for payment of Fixed
Rent.
3.03 ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord
of any lesser amount than the amount stipulated to be paid hereunder shall be deemed
other than on account of the earliest stipulated Fixed Rent nor shall any endorsement or
statement on any check or letter be deemed an accord and satisfaction, and Landlord may
accept any check or payment without prejudice to Landlord's right to recover the balance
due or to pursue any other remedy available to Landlord.
3.04 SECURITY DEPOSIT: None required
ARTICLE IV
COMMON AREAS AND PARKING
4.01 MAINTENANCE OF AND CHANGES IN COMMON AREAS. Subject to the
provisions of Section 7.04, Landlord will operate, manage, equip, light, repair and maintain,
or cause to be operated, managed, equipped, lighted, repaired and maintained, the
Common Areas for their intended purposes. Landlord reserves the right, at any time and
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from time to time to make changes, additions, alterations or improvements in and to such
Common Areas provided same shall not unreasonably block or interfere with Tenant's
means of ingress or egress to and from the Demised Premises.
4.02 USE OF COMMON AREAS. Tenant and its licensees and their respective
officers, employees, agents, customers and invitees, shall have the non-exclusive right, in
common with Landlord and all others to whom Landlord has granted or may hereafter
grant such rights. Landlord reserves the right, at any time and from time to time, to close
temporarily all or any portions of the Common Areas for any of the following purposes
when in Landlord's reasonable judgment any such closing is necessary or desirable: to
make repairs or changes therein or to effect construction, repairs or changes, to prevent
the acquisition of public rights in such areas, to protect or preserve persons or property
and Landlord may do such other acts in and to the Common Areas as in its judgment may
be desirable. While conducting business after regular business hours on weeknights or
weekends, Tenant may access the public restrooms. Tenant's clients may be permitted to
use the public restrooms but are not permitted to enter any other part of the City Hall
building closed to the public after regular business hours on weeknights and weekends.
4.03 PARKING. Tenant and its officers, agents, and employees shall have the non-
exclusive access to park their vehicles only in areas from time to time designated by
Landlord as the areas for such parking. Tenant shall, upon written notice from Landlord,
within five (5) days, furnish Landlord, or its authorized agent, the State automobile license
tag number assigned to its vehicle or vehicles and the vehicles of all of its officers, agents
and employees employed in the Demised Premises. Landlord, after notice to Tenant that
Tenant or any of its officers, agents or employees are not parking in said designated parking
areas or off-premises, as applicable, may, at its option, in addition to any other remedies it
may have, tow away such vehicles at Tenant's expense.
ARTICLE V
UTILITIES AND SERVICES
5.01 UTILITIES AND MECHANICAL MAINTENANCE. Landlord shall furnish heat,
electricity and water/sewer utilities serving Tenant and charges for said utilities shall be
included in the Fixed Rent. Tenant shall make all necessary arrangements for internet
services and shall be responsible for all associated charges for said utilities. The City of
Muskegon will provide phone land lines and bill SAFEbuilt Michigan, LLC at actual cost
with no markup. Separate telephone and internet lines are required for Tenant that shall
not be connected to the telephone or internet systems used by City employees in the
building.
ARTICLE VI
USE AND ENJOYMENT OF DEMISED PREMISES
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6.01 PERMITTED USES. Tenant shall use the Demised Premises solely for the
purpose of conducting the business of SAFEbuilt Michigan, LLC and Tenant shall not use
or permit or suffer the use of the Demised Premises for any other purpose whatsoever. The
City of Muskegon will allow SAFEbuilt Michigan, LLC to service other W. Michigan
communities form the leased space within City Hall. Tenant shall not advertise its services
by stating it conducts business in Muskegon City Hall or in any way suggest the City
endorses Tenant's services because of this Lease agreement. Marketing brochures,
business cards and all forms of advertising may state the address of the building of the
Demised Premises but may not refer to “City Hall” so as to suggest a connection between
SAFEbuilt Michigan, LLC and the City beyond that of Tenant and Landlord. Tenant
acknowledges that Muskegon City Hall is open to the public between the hours of 8:30 a.m.
to 5:00 p.m. Monday through Thursday and for morning and evening meetings before or
after those hours on certain days. City retains the right to change City Hall hours in its sole
discretion. Tenant waives any claim or cause of action regarding the nonavailability of the
office space during emergency periods when, due to electrical power outages, police or fire
situations or acts of nature that City Hall remains closed to Tenant.
6.02 SIGNS. Tenant shall provide a suitable identification sign or signs of such size,
design and character as Landlord shall designate and/or approve, and Tenant shall install
same on the door to Suite 201. All costs of fabricating, constructing, installing, operating,
maintaining and removing any and all such identification signs shall be borne by Tenant.
Other than such permitted signs, Tenant shall not place or install, or permit or suffer to be
placed or installed, or maintain, any sign upon or outside of the Demised Premises or in
any part of the building unless approved by Landlord. Tenant shall not place, install or
maintain, or permit or suffer to be placed, installed or maintained, on the exterior of the
Demised Premises, any awning, canopy, banner, flag, pennant, aerial, antenna or the like,
nor place or maintain on the interior or exterior of the glass of the windows or the doors of
the Demised Premises any sign.
6.03 COMPLIANCE WITH LAWS. Tenant shall comply with the certificate of
occupancy relating to the Demised Premises and with all Requirements. Without limiting
the generality of the foregoing, Tenant shall not engage in any activity on or about the
Demised Premises that violates any Requirement(s) pertaining to environmental laws or
hazardous substances and shall take all investigatory and/or remedial action required by
any governmental agency or applicable Requirements for cleanup and removal of any
contamination involving any hazardous substance created or caused, directly or indirectly,
by Tenant.
6.04 ACCESS TO PREMISES AND EXCAVATION. Landlord shall have the right to
enter upon and in the Demised Premises at all reasonable times to examine the same and
to make such repairs, alterations, improvements and additions in the Demised Premises as
Landlord may deem necessary, and Landlord shall be allowed to take all materials into and
upon the Demised Premises that may be required therefor without the same constituting
an eviction of Tenant, in whole or in part, and the Fixed Rent shall in no way abate while
such repairs, alterations, improvements or additions are being made by reason of loss or
interruption of the business of Tenant due to the prosecution of any such work; provided,
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however, Landlord shall use reasonable efforts not to unreasonably interfere with or
interrupt Tenant's business in the Demised Premises, but in no event shall Landlord be
required to incur any additional expense for work to be done during hours or days other
than regular business hours and days.
6.05 MECHANICS' LIENS. Nothing contained in this Lease shall be deemed,
construed or interpreted to imply any consent or agreement on the part of Landlord to
subject Landlord's interest or estate to any liability under any mechanic's or other lien law.
If any mechanic's or other lien or any notice of intention to file a lien is filed against the
City, or the Demised Premises, or any part thereof, for any work, labor, services or materials
claimed to have been performed or furnished for or on behalf of Tenant or anyone holding
any part of the Demised Premises through or under Tenant, Tenant shall cause the same
to be canceled and discharged of record by payment, bond or order of a court of competent
jurisdiction within 20 days after the earlier to occur of (i) such lien or notice becoming of
record or (ii) the giving of notice by Landlord to Tenant. Landlord shall have the right to
post any notices of non-responsibility which Landlord may deem necessary for the
protection of Landlord and Landlord's interest in the Demised Premises from mechanics’
liens or liens of a similar nature; and Tenant shall, before the commencement of any work
which might result in any such lien, give written notice to Landlord of its intention to do so
in sufficient time to enable the posting of such notices.
ARTICLE VII
ALTERATIONS, REPAIRS AND CHANGES
7.01 ALTERATIONS BY TENANT. Tenant shall not make or cause to be made any
improvements, alterations, additions, changes, replacements or installations to the
Demised Premises, or make any holes or cuts in the walls, ceilings, roofs, or floors thereof,
or architectural treatment of the Demised Premises, without on each occasion first
obtaining the consent of Landlord, and if such consent is granted, Tenant shall carry such
worker's compensation and general liability insurance and such other insurance as
Landlord may require, naming Landlord as an additional insured. In no event whatsoever
shall Tenant make any penetrations into the roof deck or the concrete slab or any fire wall
without having obtained Landlord's prior written consent, which consent, it is expressly
understood and agreed by Tenant may be given or withheld by Landlord in Landlord's sole
and absolute discretion, and which consent may be expressly conditioned upon Landlord,
at Tenant's sole cost and expense, performing such work on Tenant's behalf and/or
overseeing the performance of such work by Tenant to Landlord's satisfaction. Tenant shall
submit to Landlord plans and specifications for such work at the time Landlord's consent
is sought. Any such improvements, alterations, additions, changes, replacements or
installations will be performed in a good and workmanlike manner in.accordance with the
approved plans and specifications and in compliance with all Requirements and shall be
performed and completed by Tenant in an expeditious manner. The cost of such
improvements, alterations, additions, changes, replacements or installations shall be paid
in cash or its equivalent so that the Demised Premises shall at all times be free of liens for
work, labor, services or materials claimed to have been performed or furnished for or on
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behalf of Tenant or anyone holding any part of the Demised Premises through or under
Tenant. All contractors and subcontractors performing work in or to the Demised Premises
shall be approved by Landlord prior to the performance of any such work.
7.02 REPAIRS BY LANDLORD. Landlord shall make necessary structural repairs to
the Demised Premises (but excluding windows and window frames, doors, plate glass,
store fronts, showcases and signs) and shall keep in good condition and repair the
foundations and roof of the Demised Premises and those portions of the utility systems
that are for common use. Landlord shall not be required to make any such repairs where
same were caused or occasioned by any act, omission or negligence of Tenant, or licensees
of Tenant, or any of their respective officers, employees, agents, customers, invitees or
contractors. Landlord shall not be required to commence any such repair until notice shall
be received from Tenant specifying the nature of the repair. The provisions of this Section
shall not apply in the case of damage by fire or other casualty or by eminent domain, in
which event the obligations of the parties shall be as provided in other Sections of this
Lease. All costs and expenses incurred by Landlord pursuant to the provisions of this
Section shall be deemed to constitute Common Area costs.
7.03 REPAIRS AND MAINTENANCE BY TENANT. Except for repairs required to be
performed by Landlord under Section 7.02, Tenant shall make all repairs and replacements
to, and shall keep clean, neat, safe, sanitary, in good order, repair and condition (including
all painting and decorating necessary to maintain at all times a clean and sightly
appearance) and free of vermin, the Demised Premises, including both inside and the
outside, and any equipment, facilities, fixtures and systems therein. In making repairs,
Tenant shall use materials equal in kind and quality to the original work. Tenant shall
repaint and refurbish the Demised Premises at reasonable periodic intervals to assure that
the Demised Premises is kept in a first-class and attractive condition through the Term. All
alterations and repairs hereunder shall be subject to the requirements and conditions set
forth in Section 7.01 hereinbefore and shall be performed by contractors approved by
Landlord, and all such work shall conform to existing structures and quality of the building.
7.04 CHANGES BY LANDLORD. Landlord reserves the right, at any time and from
time to time, to increase, reduce or change the number, type, size, location, elevation,
nature and use of any of the Common Areas including, without limitation, the right to move
and/or remove same and to add additional stories thereon, provided same shall not
unreasonably block or interfere with Tenant's means of ingress or egress to and from the
Demised Premises.
7.05 LANDLORD'S CONSENT. In no event shall Landlord be required to consent to
any improvements, alterations, additions, changes, replacements or installations which,
when completed, will, in Landlord's judgment, be of such a character which will reduce the
value, rentability or usefulness of the Demised Premises or which will affect the facade,
mechanical, electrical or structural components of either the Demised Premises or the
building or which would reduce the Floor Space of the Demised Premises.
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7.06 FIRE OR CASUALTY; CONDEMNATION. In the event the Demised Premises
are totally destroyed by fire, wind, or other causes beyond the control of the Landlord, or
are condemned or otherwise taken by authority of local, state or federal government, then
in any of these events the lease Term shall cease and terminate as of the date of such
destruction, condemnation or taking. In the event of any loss or damage by fire or other
casualty for which the building or improvements on the Demised Premises may be insured,
all amounts payable upon any policy or policies of insurance shall be paid to Landlord. If
the Demised Premises are damaged by fire, rain, wind or other such causes, so as to render
the same partially untenable or partially unfit for use, but are repairable within a reasonable
time, then this Lease shall remain in full force and effect, but Tenant’s rent shall be
proportionately reduced until the Demised Premises are repaired.
ARTICLE VIII
INSURANCE AND INDEMNITY
8.01 INSURANCE BY TENANT. A. Tenant shall maintain the following insurance
at Tenant's sole cost and expense: (a) commercial general public liability insurance
covering the Demised Premises and the conduct or operation of business therein, naming
Landlord as additional insured, with limits of not less than $1,000,000 combined single limit
for bodily injury or death and for property damage, including water damage and sprinkler
leakage liability, (b) fire and extended coverage insurance covering Tenant's stock in trade,
fixtures, furniture, furnishings, removable floor coverings, equipment, signs and all other
property of Tenant in the Demised Premises to the extent of one hundred (100%) percent
of the full insurable value of the property covered and not less than the amount sufficient
to avoid the effect of the co-insurance provisions of the applicable policy or policies, (c)
comprehensive automobile liability insurance including owned, non-owned and hired car
coverage in an amount not less than $3,000,000 combined single limit per occurrence for
bodily injury or death and for property damage, and (d) any other insurance required for
compliance with any Requirements. Tenant shall deliver to Landlord and any additional
insured specified by Landlord to Tenant such fully paid-for-policies or certificates
evidencing such coverage before the Commencement Date. Tenant shall procure and pay
for renewals of such insurance from time to time before the expiration thereof, and Tenant
shall deliver to Landlord and any additional insured such renewal policy or certificates
evidencing such renewal at least 30 days before the expiration of any existing policy. All
such policies shall be issued by companies of recognized responsibility licensed to do
business in the state in which the Demised Premises is located and having a general policy
holder's rating of not less than A, and financial ratings of not less than Class VIII as rated in
the most current "Best's" Insurance Reports, and all such policies shall contain a provision
whereby the same cannot be canceled or modified unless Landlord and any additional
insured are given at least 30 days prior written notice by certified or registered mail of such
cancellation or modification.
B. Tenant shall require any contractor of Tenant performing work in, on or
about the Demised Premises to take out and keep in full force and effect, at no expense to
Landlord (a) commercial general public liability insurance in respect of the Demised
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Premises, and the conduct of its work therein, naming Landlord as additional insured, with
limits of not less than $3,000,000 combined single limit for bodily injury or death and for
property damage, including water damage and sprinkler leakage legal liability; (b) workers’
compensation or similar insurance in form and amounts required by law (but in no event
less than a combined single limit of $1,000,000 per occurrence); and (c) comprehensive
automobile liability insurance including owned, non-owned and hired car coverage in an
amount not less than $3,000,000 combined single limit per occurrence for bodily injury or
death and for property damage.
C. It is understood and agreed by naming Landlord as an additional insured,
coverage afforded is considered to be primary and any other insurance Landlord may have
in effect shall be considered secondary and/or excess. It is further understood and agreed
that thirty (30) days advance written notice shall be given to Landlord of cancellation, non-
renewal, reduction and/or material change of any required insurance policy.
8.02 INCREASE IN PREMIUMS. Tenant shall not do, permit or suffer to be done
any act, matter, thing or failure to act in respect of the Demised Premises or use or occupy
the Demised Premises or conduct or operate Tenant's business in any manner
objectionable to insurance companies whereby the fire insurance or any other insurance
now in force or hereafter to be placed on the Demised Premises or the building or any part
thereof shall become void or suspended or bring or keep anything upon the Demised
Premises which shall increase the rate of premiums of insurance on the Demised Premises
or the building or any part thereof or on the property located therein. If by reason of failure
of Tenant to comply with the foregoing provisions of this Section, any premiums in respect
of insurance maintained by Landlord shall be higher than those which would normally have
been in effect, then Tenant shall be liable to Landlord as hereinafter set forth. In case of a
breach of this covenant, in addition to all other rights and remedies of Landlord hereunder,
Tenant shall (a) indemnify Landlord and hold Landlord harmless from and against any loss
which would have been covered by insurance which shall have become void or suspended
because of such breach by Tenant and (b) pay to Landlord any and all increases of
premiums on any insurance, including, without limitation, rent insurance, resulting from
any such breach. In addition to the foregoing, Tenant will, if Landlord so requests, cease
any action and/or remove any objects or improvements which have resulted in increases
in Landlord's insurance premiums.
8.03 INDEMNIFICATION AND RELEASE. In the event legal proceedings are
threatened or filed against either party involving in any manner the performance of this
Lease, notification shall be given to the other party, including any knowledge or information
which may result in a claim against either of them, and cooperation shall take place
between the parties whenever any claim is filed against either party, involving in any
manner the performance of this Lease. Tenant shall defend and indemnify Landlord and
shall hold Landlord harmless from and against any and all injuries, losses, claims, actions,
damages, liabilities and expenses (including attorneys' fees and expenses) to persons or
property arising from, related to or in connection with the use or occupancy of the Demised
Premises or the conduct or operation of business therein or any default in the performance
of any obligation of Tenant under this Lease. Landlord shall not be liable or responsible
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for, and Tenant hereby releases Landlord from, all liability or responsibility to Tenant or
any person claiming by, through or under Tenant, by way of subrogation or otherwise, for
any loss or damage to any property in or around the Demised Premises or to Tenant's
business irrespective of the cause of such loss or damage, and Tenant shall require its
insurer(s) to include in all of Tenant's casualty insurance policies which could give rise to a
right of subrogation against Landlord a clause or endorsement whereby the insurer(s) shall
waive any rights of subrogation against Landlord. If Landlord shall, without fault on its
part, be made a party to any litigation commenced by or against Tenant, Tenant shall
indemnify and hold Landlord harmless from and against all costs, expenses and reasonable
attorneys’ fees incurred or paid by Landlord in connection with such litigation.
ARTICLE IX
MISCELLANEOUS
9.01 ASSIGNMENT OR SUBLETTING. Tenant shall not assign or sublet its rights
under this Lease.
9.02 RENEWAL. This Lease may be renegotiated for additional terms following the
completion of the current Term.
9.03 DEFAULT AND REPOSSESSION. Ifthe Demised Premises shall be deserted or
vacated, or if there shall be a default in the payment of rent or any part thereof for more
than seven days after written notice of such default by the Landlord, or if there shall be
default in the performance of any other covenant, agreement, condition, rule or regulation
herein contained or incorporated herein by reference for more than seven days after written
notice of such default by the Landlord, this Lease (if the Landlord so elects) shall thereupon
become null and void, and the Landlord shall have the right to reenter or repossess the
Demised Premises, either by summary proceedings, surrender, or otherwise, and
dispossess and remove therefrom the Tenant, or other occupants thereof, and their effects,
without being liable to any prosecution therefor. Tenant agrees to pay all expenses and
damages incurred by Landlord as a result of Tenant’s default, including Landlord’s
reasonable attorney fees. If Tenant shall fail to perform any of its obligations hereunder,
Landlord may, if it so elects, and after five days' prior notice to Tenant, cure such default at
Tenant’s expense, and Tenant agrees to reimburse Landlord (as additional rent) for all costs
and expenses incurred as a result thereof upon demand.
9.04 NULL AND VOID. This Lease runs with an Agreement for Professional Services,
entered into by and between the City of Muskegon and SAFEbuilt Michigan, LLC, and (if
the Landlord so elects) shall become null and void at the expiration or termination of the
Agreement for Professional Services. The Agreement for Professional Services runs with
this Lease and (if the Landlord so elects) shall become null and void at the expiration or
termination of this Lease.
9.05 OWNERSHIP OF IMPROVEMENTS AND PERSONAL PROPERTY. All
installations, alterations, additions, betterments and improvements upon the Demised
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Premises, made by any party, shall become the property of Landlord when installed and
shall remain upon and be surrendered with the Demised Premises as a part thereof at the
expiration or sooner termination of the Term. Movable trade fixtures and other personal
property which Tenant installs at its own expense shall remain Tenant's property and may
be removed at any time provided Tenant promptly repairs any damage caused by such
removal and provided further that Tenant shall not then be in default under this Lease.
9.06 END OF TERM. At the expiration or sooner termination of the Term, Tenant
shall quit and surrender to Landlord the Demised Premises, broom clean and in good order
and condition, ordinary wear and tear and damage by fire and any other insured casualty
excepted. At such expiration or sooner termination Tenant shall remove all property of
Tenant and its signage and at the option of Landlord, shall remove any or all alterations
and other improvements made by Tenant to the Demised Premises as designated by
Landlord and Tenant shall repair all damage to the Demised Premises caused by such
removal and restore the Demised Premises to the condition in which they were at the
Commencement Date. Such removal, repair and restoration shall be effected in accordance
with the rules and regulations, including construction rules and guidelines, of Landlord. It
is agreed that any holding over by the Tenant upon expiration of the Term of this Lease or
any renewal or extension hereof, shall operate as an extension of this Lease from month to
month only.
9.07 WAIVER OF JURY TRIAL AND RIGHT TO COUNTERCLAIM. Landlord and
Tenant shall and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any matters
arising out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Demised Premises, and any emergency or other
statutory remedy. Tenant further agrees that it shall not interpose any counterclaim(s) in a
summary proceeding or in any action based on holdover or non-payment of Fixed Rent.
9.08 NO WAIVER. The failure of Landlord to insist in any one or more cases upon
the strict performance or observation of any obligation of Tenant hereunder or to exercise
any right or option contained herein shall not be construed as a waiver or relinquishment
for the future of any such obligation of Tenant or any right or option of Landlord. Landlord's
receipt and acceptance of Fixed Rent, or Landlord's acceptance of performance of any other
obligation by Tenant, with knowledge of Tenant's breach of any provision of this Lease,
shall not be deemed a waiver of such breach. No consent, approval or waiver, express or
implied, by Landlord or Tenant to or of any breach of any covenant, agreement or
obligation, of Landlord or Tenant shall be construed as a consent or waiver to or of any
other breach of the same or any other covenant, agreement or obligation unless in each
case in writing signed by Landlord or Tenant, whichever the case may be. Landlord's failure
during the Term to prepare and deliver to Tenant any bill, statement or notice with respect
to any item of Fixed Rent or any increases thereto by operation of any provision of this
Lease, shall not in any way cause Landlord to forfeit or surrender its right to collect any
item of Fixed Rent which may become due during the Term nor shall such failure extend
the date(s) on which any such items of Fixed Rent is due. In no event shall Landlord be
deemed to have any obligation to bill any item of Fixed Rent or any increases thereto. IN
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NO EVENT SHALL LANDLORD BE LIABLE FOR THE ACTS OF ANY TENANT OR OCCUPANT.
IN ADDITION, IN NO EVENT SHALL LANDLORD BE LIABLE FOR SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION,
TENANT'S LOST PROFITS OR GOOD WILL.
9.09 QUIET ENJOYMENT. Landlord covenants that Tenant, on paying the Fixed
Rent and performing all of Tenant's obligations under this Lease, shall peacefully and
quietly have, hold and enjoy the Demised Premises, the Common Areas and the
appurtenances throughout the Term without hindrance, ejection or molestation by any
person lawfully claiming under Landlord, subject to the terms and provisions of this Lease
and to all mortgages and ground and underlying leases of record to which this Lease may
be or become subject and subordinate. The parties acknowledge that as of the date of
signing this Lease, the City is one of Tenant’s clients and uses Tenant’s business services.
Leasing space within the City Hall building is in no way to be construed as entering into an
employer-employee relationship.
9.10 NOTICES. Any notice, demand, waiver, approval or consent hereunder shall
be in writing and shall be deemed duly served if mailed by registered or certified mail,
postage prepaid, in any post office station or letter box in the continental United States,
return receipt requested, or sent by reputable overnight carrier with delivery charges
prepaid and proof of delivery service to be provided, addressed:
If to Tenant, to it at the address Tenant shall have last designated by notice to
Landlord.
lf to Landlord, to it at 933 Terrace St., Muskegon, MI 49440; Attention: City Manager
or such other address as Landlord shall have last designated by notice to Tenant. With a
copy to, Parmenter O'Toole at 601 Terrace Street, Muskegon MI 49440; Attention:
Muskegon City Attorney.
Such notice, demand, waiver, approval or consent shall be deemed served two (2) days
after mailing, or the next business day if sent by reputable overnight carrier.
9.11 LEGAL EXPENSES. If a suit be brought for recovery of possession of the
Demised Premises, for the recovery of Fixed Rent, or because of the breach of any other
covenant, agreement or condition on the part of Tenant to be kept or performed, or a
violation of any rules and regulations promulgated pursuant to this Lease and a breach
shall be established, Tenant shall pay Landlord all expenses incurred in connection
therewith, including appeals of the above, including reasonable attorneys' fees and
expenses. In case any such suit is settled before judgment is entered therein, such costs,
expenses and fees, including reasonable actual attorney fees, shall nevertheless be
recoverable by Landlord as part of said settlement.
9.12 INTERPRETATION. Irrespective of the place of execution or performance, this
Lease shall be governed by and construed in accordance with the laws of the state of
Michigan.
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9.13 LANDLORD'S RIGHTS. The taking of any action permitted hereunder by
Landlord shall not be construed or deemed to be a forcible or unlawful entry into or a
detainer of the Demised Premises, or an eviction, partial eviction or constructive eviction
of Tenant from the Demised Premises or any portion thereof and shall not relieve Tenant
of its obligations under this Lease.
9.14 COMPLETE AGREEMENT. There are no representations, agreements,
arrangements or understandings, oral or written, between the parties relating to the subject
matter of this Lease that are not fully expressed in this Lease. This Lease cannot be
changed or terminated orally or in any manner other than by a written agreement executed
by both parties. In making and executing this Lease, Tenant has relied solely on such
investigations, examinations and inspections as Tenant has chosen to make or has made
and Tenant acknowledges that Landlord has afforded Tenant the opportunity for full and
complete investigations, examinations and inspections.
9.15 SEVERABILITY. Should any one or more of the provisions of this Lease be
determined to be invalid, unlawful, or unenforceable in any respect, the validity, legality,
and enforceability of the remaining provisions of this Lease shall not in any way be
impaired or affected.
9.16 COUNTERPARTS. This Lease may be executed in any number of counterparts,
each of which shall be an original, but all of which shall together constitute but one Lease.
9.17 TIME OF THE ESSENCE. Time is of the essence of each term, covenant,
condition and obligation of this Lease.
9.18 INDEPENDENT CONTRACTOR STATUS. Nothing in this Lease shall be deemed
to alter Tenant's independent contractor status in relationship to Landlord. This Lease shall
not create an employee-employer relationship between Tenant and Landlord. At no time
during the Term of this Lease shall the City be the source of the majority of SAFEbuilt
Michigan’s work.
IN WITNESS WHEREOF, Landlord and Tenant have hereunto executed this Lease as of the
day and year first above written.
LANDLORD:
City of Muskegon, a Michigan municipal
corporation
py: Ham olbvag/———
Ken Johnson,Mayor
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By: NN
Ann Meisch, City Clerk
TENANT:
SAFEbuilt Michigan, LLC
Matthew K.
signe
Matthew ie Cauley
Date: 2025.12.18 14:27:30
By: Causley -05'00'
Name: Matthew K. Causley
Title: Chief Operating Officer
(Tenant's Federal Taxpayer Identification
Numberis - 27-1314735 )
Page 34 of 34
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