City Commission Packet 03-28-2023

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                                                 City of Muskegon
                                             City Commission Meeting
                                                      Agenda

                                             March 28, 2023, 5:30 pm
                                               Muskegon City Hall
                                   933 Terrace Street, Muskegon, MI 49440

AMERICAN DISABILITY ACT POLICY FOR ACCESS TO OPEN MEETINGS OF THE CITY OF MUSKEGON AND ANY OF
ITS COMMITTEES OR SUBCOMMITTEES

To give comment on a live-streamed meeting the city will provide a call-in telephone number to the public to
be able to call and give comment. For a public meeting that is not live-streamed, and which a citizen would like
to watch and give comment, they must contact the City Clerk’s Office with at least a two-business day notice.
The participant will then receive a zoom link which will allow them to watch live and give comment. Contact
information is below. For more details, please visit: www.shorelinecity.com

The City of Muskegon will provide necessary reasonable auxiliary aids and services, such as signers for the
hearing impaired and audio tapes of printed materials being considered at the meeting, to individuals with
disabilities who want to attend the meeting with twenty-four (24) hours’ notice to the City of Muskegon.
Individuals with disabilities requiring auxiliary aids or services should contact the City of Muskegon by writing
or by calling the following: Ann Marie Meisch, MMC – City Clerk, 933 Terrace Street, Muskegon, MI 49440;
231-724-6705; [email protected]

                                                                                                          Pages

   1.    Call To Order

   2.    Prayer

   3.    Pledge of Allegiance

   4.    Roll Call

   5.    Honors, Awards, and Presentations

   6.    Public Comment on Agenda Items

   7.    Consent Agenda

          7.a     Approval of Minutes                                                                          1

         7.b      Sale of 1379 Pine Street                                                                    11
      7.c    Sale of 263 Catherine Avenue                                        20

      7.d    Sale of 1373 Pine Street                                            28

      7.e    Arena Solar Power Purchase Agreement                                35

      7.f    Laketon-Lakeshore DNR Trust Fund Grant                              81

      7.g    Portable Restroom Service Extension                                 82

      7.h    CCTV Services for Sewer Mains                                       85

      7.i    EGLE Brownfield Grant/Loan Application for Shaw-Walker Project      99

 8.   Public Hearings

 9.   Unfinished Business

10.   New Business

      10.a    Off-Premises Tasting Room License - The People's Cider Company    103

      10.b    1170 W. Southern Avenue (MOCAP Building) Property Sale/Transfer   109

11.   Any Other Business

12.   Public Comment on Non-Agenda items

13.   Closed Session

14.   Adjournment
                          Agenda Item Review Form
                           Muskegon City Commission

    Commission Meeting Date: March 28, 2023              Title: Approval of Minutes

    Submitted By: Ann Marie Meisch, MMC                  Department: City Clerk

    Brief Summary:      To approve minutes of the February 28, 2023 Regular Meeting.



    Detailed Summary:



    Amount Requested: N/A                              Amount Budgeted: N/A

    Fund(s) or Account(s): N/A                         Fund(s) or Account(s): N/A

    Recommended Motion: To approve the minutes.




    For City Clerk Use Only:


    Commission Action:




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                                        City of Muskegon
                                   City Commission Meeting
                                            Minutes


                                  February 28, 2023, 5:00 pm
                                      Muskegon City Hall
                            933 Terrace Street, Muskegon, MI 49440

     Present:               Mayor Ken Johnson
                            Commissioner Rachel Gorman
                            Commissioner Rebecca St.Clair
                            Commissioner Eric Hood
                            Vice Mayor Willie German, Jr.
                            Commissioner Michael Ramsey
                            Commissioner Teresa Emory

     Staff Present:         City Manager Jonathan Seyferth
                            City Clerk Ann Meisch
                            City Attorney John Schrier
                            Deputy City Clerk Kimberly Young



     1.     Call To Order
            Mayor Johnson called the meeting to order at 5:30 p.m.
     2.     Prayer
            Vice Mayor German opened the meeting with a prayer.
     3.     Pledge of Allegiance
            The Commission and public recited the Pledge of Allegiance to the Flag.
     4.     Roll Call
            As recorded above
     5.     Honors, Awards, and Presentations
            5.a   Introduce New Staff - Department of Public Works




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                  Dan VanderHeide, Director of Public Works, introduced Kyle Karczewski -
                  our new Parks & Recreation Director.
            5.b   Ken James from Muskegon Community College

                  To present to the City Commission on the work that has been done to
                  advance DEI at MCC and in our community.

                  Ken James, Chief Diversity Officer with Muskegon Community College
                  was in attendance to provide an update to the City Commission regarding
                  Diversity, Equity and Inclusion programs and opportunities that are offered
                  by his Department.

            5.c   Fair Housing Settlement Update - Community and Neighborhood
                  Services

                  Presenting Update on Fair Housing of West Michigan settlement with
                  Fannie Mae.

                  Sharonda Carson, Community and Neighborhood Services Director,
                  provided an update on the Fair Housing Settlement.
     6.     Public Comment on Agenda Items
            No public comments were received.
     7.     Consent Agenda
            Action No. 2023-36

            Motion by: Commissioner Ramsey
            Second by: Commissioner Hood
            To accept the consent agenda as presented, minus item B.

            Ayes: (7): Mayor Johnson, Commissioner Gorman, Commissioner St.Clair,
            Commissioner Hood, Vice Mayor German, Commissioner Ramsey, and
            Commissioner Emory

                                                                  MOTION PASSES (7 to 0)


            7.a   Approval of Minutes - City Clerk

                  To approve the corrected September 13, 2022 minutes and the January
                  24, 2023 Regular meeting minutes.
                  STAFF RECOMMENDATION: To approve the minutes.



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            7.c   Landscaping Contract - Department of Public Works

                  Staff requests award of a three-year landscaping services contract to
                  Barry’s Greenhouses in the amount of $111,185 (first year) for service
                  areas including downtown, City Hall, the Farmers Market, and others.

                  Staff has worked with the Downtown BID, DDA, Chamber and other
                  stakeholders to develop a landscaping contract that covers a wide array of
                  landscaping services currently provided through the City Parks
                  Department. There is a desire among the stakeholders to improve the
                  level of service being provided, and a desire among city staff to free up
                  staffing resources to improve service in other areas of the city parks. The
                  RFP was presented to the Commission at the November 7, 2022
                  combined work session and regular meeting, and the results were
                  discussed with the Commission at the Work Session Meeting on February
                  13, 2023.

                  The contract proposes eight (8) areas identified on the included map, with
                  each area having a distinct scope of work and a proposed assigned cost
                  share, as a 3-year contract with optional extensions for a 4th and 5th year.
                  The original RFP included work in the Lakeside area, but those
                  businesses have decided not to participate at this time.

                  The Community Foundation for Muskegon County (CFFMC, via a
                  generous donor, is participating in this contract by contributing the full
                  amount for the continuation of services at Hackley Park in the amount of
                  $36,500 (for the first year).

                  The DDA and Downtown BID discussed their future in a joint meeting on
                  February 14, 2023. The Downtown BID is expiring at the end of 2023, so
                  the organizations have decided to jointly fund their share going forward
                  (the BID in year one, and the DDA in the following years). The City will
                  manage the contract on behalf of the BID and DDA and invoice for their
                  portions ($38,925 in the first year).

                  AMOUNT REQUESTED: $27,840 Parks/General and $7,920 Farmers
                  Market
                  AMOUNT BUDGETED: $0 FY23 and As Needed FY24
                  FUND OR ACCOUNT: 101-770 (Parks) and 101-808 (Farmers Mkt)

                  STAFF RECOMMENDATION: To authorize staff to enter into a three-year
                  contract with Barry's Greenhouses for landscaping services in various
                  parts of the City for a first-year contract total of $111,185.

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            7.d   Sale of 769 Catawba - Community and Neighborhood Services

                  Seeking authorization to sell 769 Catawba to a qualified buyer. The CNS
                  Department utilized HOME Investment Partnership Program funds to
                  rehabilitate a home at 769 Catawba to sell through our Homebuyer
                  Program. Renovations are completed, and a qualified buyer, Jacob
                  Insinga, has put in an offer of $134,000 with a $14,000 subsidy, which
                  CNS has accepted. Income from this sale will be reinvested in our
                  programming.

                  STAFF RECOMMENDATION: Adopt the resolution for the sale of 769
                  Catawba to Jacob Idsigna and authorize the City Clerk to sign it.
            7.e   Relocation Plan - Community & Neighborhood Services

                  As an entitlement community that receives CDBG and HOME funds from
                  the US Department of Housing and Urban Development (HUD), we are
                  required to have a written Residential Antidisplacement and Relocation
                  Assistance Plan (RARAP). This plan has been reviewed and approved by
                  the regional relocation expert for HUD, Maureen Thurman on February 13,
                  2023. The standards set forth in this plan minimizes and prevents
                  unnecessary displacement of people within our community for CDBG and
                  HOME funded projects.

                  STAFF RECOMMENDATION: Adopt the resolution for the approval of the
                  Residential Antidisplacement and Relocation Assistance Plan (RARAP).
            7.f   1194 Pine Lease Agreement

                  Staff is seeking commission approval to adopt lease agreement for 1194
                  Pine St. Unit B. Tenant living at 1194 Pine Unit B is subject to protection
                  from displacement under the Residential Anti-displacement and
                  Relocation Assistance Plan. The Plan was executed by way of the
                  Uniform Rental Assistance (URA) Act of 1070 to avoid unnecessary
                  displacement triggered by acquisition or demolition of properties
                  purchased utilizing CDBG or HOME funds.

                  STAFF RECOMMENDATION: To approve the lease agreement for 1194
                  Pine Street, Unit B.
            7.b   Financing a Fire Pumper Truck - Finance

                  At this time, we are seeking authorization to enter into a lease agreement
                  with Huntington Bank for the purchase of a Fire Pumper Truck. At the
                  August 10, 2021 City Commission meeting the Commission voted to


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                  purchase two Fire Trucks. The first truck has already been financed in
                  2021. By the beginning of March 2023, the second Fire Pumper Truck will
                  be ready to purchase for $761,602.65. At this time, we are seeking
                  authorization to enter into a lease agreement with Huntington Bank. The
                  proposed terms are for a five-year lease at 4.4% interest rate with the City
                  purchasing the truck at the end of the lease for $1. There is a one-time
                  $500.00 processing fee.
                  AMOUNT BUDGETED: $14,163.97 per month for 60 months
                  FUND OR ACCOUNT: 101-50336-5700

                  STAFF RECOMMENDATION: To allow staff to enter into a lease
                  agreement with Huntington Bank for Fire Pumper Truck.
                  Action No. 2023-37

                  Motion by: Commissioner St.Clair
                  Second by: Vice Mayor German
                  To allow staff to enter into a lease agreement with Huntington Bank for
                  Fire Pumper Truck.
                  Ayes: (7): Mayor Johnson, Commissioner Gorman, Commissioner
                  St.Clair, Commissioner Hood, Vice Mayor German, Commissioner
                  Ramsey, and Commissioner Emory

                                                                   MOTION PASSES (7 to 0)


     8.     Public Hearings
     9.     Unfinished Business
            9.a   Housing Board of Appeals, Demolition 835 W. Forest - Public Safety

                  To concur with the Housing Board of Appeals decision to demolish and
                  authorize administration to obtain bids for the demolition and that the
                  Mayor and Clerk be authorized and directed to execute a contract for
                  demolition with the lowest responsible bidder. The Housing Board of
                  Appeals has deemed 835 W. Forest Avenue to be in property
                  maintenance violation. Property has been a long-standing area of blight
                  and public nuisance/hazard.

                  STAFF RECOMMENDATION: To concur with the Housing Board of
                  Appeals decision to demolish and authorize administration to obtain bids



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                   for the demolition and that the Mayor and Clerk be authorized and directed
                   to execute a contract for demolition with the lowest responsible bidder.
                   Action No. 2023-38

                   Motion by: Commissioner Ramsey
                   Second by: Commissioner Emory

                   To concur with the Housing Board of Appeals decision to demolish and
                   authorize administration to obtain bids for the demolition and that the
                   Mayor and Clerk be authorized and directed to execute a contract for
                   demolition with the lowest responsible bidder.

                   Amendment:
                   Motion by: Vice Mayor German
                   Second by: Commissioner St.Clair
                   To table this item until the April 11, 2023 General Session.

                   Ayes: (3): Commissioner St.Clair, Commissioner Hood, and Vice Mayor
                   German

                   Nays: (4): Mayor Johnson, Commissioner Gorman, Commissioner
                   Ramsey, and Commissioner Emory

                                                                      MOTION FAILS (3 to 4)


                   Amendment:
                   Motion by: Commissioner St.Clair
                   Second by: Commissioner Hood
                   To table this item until the March 14, 2023 General Session.

                   Ayes: (4): Mayor Johnson, Commissioner St.Clair, Commissioner Hood,
                   and Vice Mayor German

                   Nays: (3): Commissioner Gorman, Commissioner Ramsey, and
                   Commissioner Emory

                                                                    MOTION PASSES (4 to 3)


     10.    New Business

            10.a   Housing Board of Appeals, Demolition - 771 McLaughlin Ave & 1984
                   Reynolds St. - Public Safety



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                    To concur with the Housing Board of Appeals decision to demolish and
                    authorize administration to obtain bids for the demolition and that the
                    Mayor and Clerk be authorized and directed to execute a contract for
                    demolition with the lowest responsible bidder. Housing Board of Appeals
                    has deemed 771 McLaughlin Ave and 1984 Reynolds St. to be in property
                    maintenance violation. Property has been a long-standing area of blight
                    and public nuisance/hazard.

                    STAFF RECOMMENDATION: To concur with the Housing Board of
                    Appeals decision to demolish and authorize administration to obtain bids
                    for the demolition and that the Mayor and Clerk be authorized and directed
                    to execute a contract for demolition with the lowest responsible bidder.
                    Action No. 2023-39

                    Motion by: Commissioner Ramsey
                    Second by: Vice Mayor German
                    To concur with the Housing Board of Appeals decision to demolish and
                    authorize administration to obtain bids for the demolition and that the
                    Mayor and Clerk be authorized and directed to execute a contract for
                    demolition with the lowest responsible bidder.

                    Ayes: (7): Mayor Johnson, Commissioner Gorman, Commissioner
                    St.Clair, Commissioner Hood, Vice Mayor German, Commissioner
                    Ramsey, and Commissioner Emory

                                                                   MOTION PASSES (7 to 0)


     11.    Any Other Business

            Vice Mayor German recognizes that it is Black History month and would like to
            pay tribute to several historic black leaders including:

                   U.S. House Representative, Joseph Hayne Rainey - the first African
                    American to serve in the U.S. House of Representatives. The First to
                    preside over the House, and the longest-serving Black lawmaker in
                    Congress during the Reconstruction era.

                   Lewis Howard Latimer - an African American inventor and patent
                    draftsman of the late 19th and early 20th centuries

                   Benjamin O Davis, Sr. - the first Black general in the United States Army.
                    He led the Tuskegee Airmen during World War II and played an essential
                    role in integrating the U.S. Air Force.

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                   Dr. June Jackson Christmas - Graduate from Vassar College, psychiatrist
                    specializing in community mental health care and was mental health
                    commissioner for New York City under three mayors. Her fight against
                    housing discrimination changed New York City law.

                   President Barack Hussein Obama - 44th President of the United States
                    and the first African American commander-in-chief. He served two terms,
                    in 2008 and 2012.
            Community Engagement Manager, Deborah Sweet announced three open
            houses coming up to discuss road projects happening in the City.
     12.    Public Comment on Non-Agenda items

                   Reminder: Individuals who would like to address the City Commission
                    shall do the following:

                   Fill out a request to speak form attached to the agenda or located in the
                    back of the room.

                   Submit the form to the City Clerk.

                   Be recognized by the Chair.

                   Step forward to the microphone.

                   State name and address.

                   Limit of 3 minutes to address the Commission

                   (Speaker representing a group may be allowed 10 minutes if previously
                    registered with City Clerk.)
            Public comments were received.
     13.    Closed Session
     14.    Adjournment

            Motion by: Vice Mayor German
            Second by: Commissioner St.Clair
            To adjourn the City Commission meeting at 7:43 p.m.

                                                                            MOTION PASSES




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                         _________________________
                                Respectfully Submitted,
                     Ann Marie Meisch, MMC - City Clerk




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                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023                              Title: Sale of 1379 Pine
                                                                         Street

    Submitted By: LeighAnn Mikesell                                      Department: City Manager’s
                                                                         Office

    Brief Summary: Staff is requesting approval of a purchase agreement for 1379 Pine Street.



    Detailed Summary & Background:
    1379 Pine Street was constructed through the agreement with Dave Dusendang to construct infill
    housing with ARPA funding. The offer is for the full listing price with no seller concessions. The
    offer also includes costs to cover appliances and air conditioning.

    Goal/Focus Area/Action Item Addressed:
    Create an environment that effectively attracts new residents and retains existing residents by
    filling existing employment gaps, attracting new and diverse businesses to the city, and expanding
    access to a variety of high-quality housing options in Muskegon. Diverse housing types

    Amount Requested: N/A                                Amount Budgeted: N/A



    Fund(s) or Account(s):                               Fund(s) or Account(s):

    Recommended Motion: to approve the purchase agreement for 1379 Pine Street.



    Approvals:                                                           Guest(s) Invited / Presenting
    Immediate Division Head          Information Technology
    Other Division Heads             Communication                       Yes

    Legal Review                                                         No


    For City Clerk Use Only:
    Commission Action:




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dotloop signature verification: dtlp.us/YBws-7db9-aGIK
                                dtlp.us/vbO5-yNBm-fkUr




                                                 Please read and have buyer/s sign. Attach with offer.
                     Paragraph 8- Seller will provide a quit claim deed vs a warranty deed.
                     Builder one year warranty starts from day of Certificate of Occupancy.

                     Each dwelling unit shall have an approved established vegetative ground cover, native to the immediate
                     area within 600 feet, no less than 12 months after occupancy. Approval shall be given by zoning staff of
                     the Planning Department as part of the initial residential site plan review. A minimum of one shade tree,
                     two and one-half inches (2.5") in diameter, four feet (4') from the ground or one six foot (6') evergreen
                     tree shall be provided. Existing landscaping may be accepted in lieu of this requirement. "



                      Joseph Harris
                                                            dotloop verified
                                                            03/07/23 6:55 PM EST
                     __________________________________________
                                                            E8TM-PJY2-7GPE-Q0FE


                     Buyer

                       Lauren Harris
                                                           dotloop verified
                                                           03/07/23 6:53 PM EST
                                                           YGKE-FM8H-RKLP-GQRM
                     __________________________________________
                     Buyer


                         Teona Proos
                                                              dotloop verified
                                                              03/07/23 7:14 PM EST
                     __________________________________________
                                                 GKR5-U0JW-WUHV-SEJJ


                     Buyer’s Agent


                       LeighAnn Mikesell
                                                            dotloop verified
                                                            03/13/23 11:09 AM EDT
                                                            E7OC-DNV9-B2VA-BTUX



                      LeighAnn Mikesell




            Packet Page 12
Monday, February 6, 2023



Dear Teona,

We are excited to inform you that your clients, Joseph & Lauren Harris, are pre-approved and ready to
make offers.

We pride ourselves on helping our clients make responsible financial decisions, as well as giving
Realtors the confidence that they have strong buyers. The Treadstone pre-approval is based on a close
analysis and confirmation of your client’s income, credit, and assets. Because of our unwavering
commitment to responsible lending, we have the strongest, most respected pre-approval letter in the
industry. Our pre-approvals are as good as cash.




                         $250,000
                    FHA

                     July 7, 2023




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                                dtlp.us/tfEN-t5Vb-mZiH

                                                         WEST MICHIGAN REGIONAL PURCHASE AGREEMENT
                                                                                                                                                                                    #
         DATE:                       03/07/2023                    ,       6:33 PM         (time)                                                       MLS #                  23001387

         SELLING OFFICE:                        Bellabay Realty SW            BROKER LIC.#:         6505400607                        REALTOR® PHONE:                         616-427-0814

         LISTING OFFICE:                       West Urban Realty              REALTOR® PHONE:                           6163662459

        1. Effective Date: This Agreement is effective on the date of Seller's acceptance of Buyer's offer or Buyer's acceptance of any
            counteroffer, as the case may be, and this date shall hereafter be referred to as the "Effective Date". Further, any reference to "days"
            in this Agreement refers to calendar days. The first calendar day begins at 12:01 a.m. on the day after the Effective Date. Any reference
            to "time" refers to local time.
         2. Agency Disclosure: The Undersigned Buyer and Seller each acknowledge that they have read and signed the Disclosure Regarding
             Real Estate Agency Relationships. The selling licensee is acting as (choose one):
                  Agent/Subagent of Seller             Buyer’s Agent          Dual Agent (with written, informed consent of both Buyer and Seller)
                  Transaction Coordinator
              Primary Selling Agent Name:                              Teona Proos                  Email:                  [email protected]                     Lic.#:       6501423143

             Alternate Selling Agent Name:                                            Email:                               Lic.#:
         3. Seller’s Disclosure Statement: (This paragraph applies to sales of one-to-four family residential units.)
                 Buyer has received the Seller’s Disclosure Statement, dated                          .
                 Buyer has not received the Seller’s Disclosure Statement. Buyer may terminate this Agreement, in writing, any time prior to receipt
                 of the Seller’s Disclosure Statement. Once Buyer has received the Seller’s Disclosure Statement, Buyer may terminate this
                 Agreement, in writing, within 72 hours of receipt if the disclosure was received in person, or within 120 hours if received by
                 registered mail. Exceptions:
                 Seller is exempt from the requirements of the Seller Disclosure Act.
        4. Lead-Based Paint Addendum: Transactions involving homes built prior to 1978 require a written disclosure which is hereby attached
            and will be an integral part of this Agreement.
        5. Property Description: Buyer offers to buy the property located in the       City  Village Township of               Muskegon            ,
            County of             Muskegon County             , Michigan, commonly known as (insert mailing address: street/city/state/zip code)
                                                                          1379 Pine Street, Muskegon, MI 49442
             with the following legal description and tax parcel ID numbers:
                                                    CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 8 EXC N 6.50 FT TH'OF BLOCK 267


            PP#                                                                      24-205-267-0008-00                                                                                                .
           The following paragraph applies only if the Premises include unplatted land:
           Seller agrees to grant Buyer at closing the right to make (insert number)                     division(s) under Section 108(2), (3), and
           (4) of the Michigan Land Division Act. (If no number is inserted, the right to make divisions under the sections referenced above stays
           with any remainder of the parent parcel retained by Seller. If a number is inserted, Seller retains all available divisions in excess of the
           number stated; however, Seller and/or REALTOR® do not warrant that the number of divisions stated is actually available.) If this sale
           will create a new division, Seller’s obligations under this Agreement are contingent on Seller’s receipt of municipal approval on or
           before                                  , of the proposed division to create the Premises.
        6. Purchase Price: Buyer offers to buy the Property for the sum of $                                   175,962.00
                                             one hundred seventy-five thousand nine hundred sixty-two                                      U.S. Dollars
        7. Seller Concessions, if any:                                                                                  0
                                                                               zero dollars and zero cents
        8. Terms: The Terms of Purchase will be as indicated by “X” below: (Other unmarked terms of purchase do not apply.)
           SOURCE OF FUNDS TO CLOSE: Buyer represents that the funds necessary to close this transaction on the terms specified below
           are currently available to Buyer in cash or an equally liquid equivalent.
            If the Property’s value stated in an appraisal obtained by Buyer or Buyer’s lender is less than the Purchase Price, Buyer shall within
            three (3) days after receipt of the appraisal: 1) renegotiate with the Seller, 2) terminate the transaction, in which case Buyer shall
            receive a refund of Buyer’s Earnest Money Deposit, or 3) proceed to close the transaction at the agreed Purchase Price.
                  CASH. The full Purchase Price upon execution and delivery of Warranty Deed. Buyer Agrees to provide Buyer Agent/Dual Agent
                  verification of funds within five (5) days after the Effective Date, and consents to the disclosure of such information to Seller and/or
                  Seller’s Agent. If verification of funds is not received within 5 days after the Effective Date, Seller may terminate this Agreement
                  at any time before verification of funds is received by giving written notice to Buyer. Any appraisal required by Buyer shall be
                  arranged and paid for by Buyer within ten (10) days after the Effective Date of this Agreement.
                  NEW MORTGAGE. The full Purchase Price upon execution and delivery of Warranty Deed, contingent upon Buyer’s ability to
                  obtain a               fha              type        30       (year) mortgage in the amount of      96.5    % of the Purchase Price
                  bearing interest at a rate not to exceed        7.5     % per annum (rate at time of loan application), on or before the date the sale is
                  to be closed. Buyer agrees to apply for a mortgage loan, and pay all fees and costs customarily charged by Buyer’s lender to
                  process the application, within           3        days after the Effective Date, not to impair Buyers’ credit after the date such loan if
                  offered.      Seller    Buyer will agree to pay an amount not to exceed $               0         representing repairs required as a
                  condition of financing. Buyer         agrees      does not agree to authorize Buyer’s Agent/Dual Agent to obtain information from
         ©Copyright, West Michigan REALTOR® Associations
         Page 1 of 6 Rev. Date 1/2023
            Packet Page 14
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                                                                                                                             LH
                                                                                                                           03/07/23
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                                                                                                                                           Buyer’s Initials         LM                  Seller’s Initials
                                                                                                     dotloop verified   dotloop verified                           03/13/23
                                                                                                                                                                 11:09 AM EDT
                                                                                                                                                                dotloop verified
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                                dtlp.us/tfEN-t5Vb-mZiH



                                                                                                                      West Michigan Regional Purchase Agreement                    Page 2 of 6
                   Buyer’s lender regarding Buyer’s financing, and consents to the disclosure of this information to Seller and/or Seller’s Agent.
                   Exceptions:

                   SELLER FINANCING (choose one of the following):                      CONTRACT or                       PURCHASE MONEY MORTGAGE
                   In the case of Seller financing, Buyer agrees to provide Seller with a credit report within 72 hours after the Effective Date. If the
                   credit report is unacceptable to Seller, Seller shall have the right to terminate this offer within 48 hours of Seller’s receipt, or if
                   Buyer fails to provide said credit report to Seller within the time frame allotted, Seller shall have the right to terminate this offer
                   within 48 hours. Seller is advised to seek professional advice regarding the credit report.
                   $                           upon execution and delivery of a
                   form (name or type of form and revision date), a copy of which is attached, wherein the balance of $
                   will be payable in monthly installments of $                            or more including interest at                    % per annum,
                   interest to start on date of closing, and first payment to become due thirty (30) days after date of closing. The entire unpaid balance
                   will become due and payable                            months after closing. Any appraisal required by Buyer shall be arranged and
                   paid for by Buyer within ten (10) days after the Effective Date of this Agreement. Exceptions:


                   EQUITY (choose one of the following):         Formal Assumption or       Informal Assumption
                   Upon execution and delivery of:       Warranty Deed subject to existing mortgage OR             Assignment of Vendee Interest
                   in Land Contract, Buyer to pay the difference (approximately $                             ) between the Purchase Price above
                   provided and the unpaid balance (approximately $                             ) upon said mortgage or land contract, which Buyer
                   agrees to assume and pay. Buyer agrees to reimburse Seller for accumulated funds held in escrow, if any, for payment of future
                   taxes and insurance premiums, etc. Any appraisal required by Buyer shall be arranged and paid for by Buyer within ten
                   (10) days after the Effective Date of this Agreement. Exceptions:

                   OTHER:


         9. Contingencies: Buyer’s obligation to consummate this transaction (choose one):
                   IS NOT CONTINGENT - is not contingent upon the sale or exchange of any other property by Buyer.
                   IS CONTINGENT UPON CLOSING - is contingent upon closing of an existing sale or exchange of Buyer’s property located at:

                   A copy of Buyer’s agreement to sell or exchange that property is being delivered to Seller along with this offer. If the existing sale
                   or exchange terminates for any reason, Buyer will immediately notify Seller, and either party may terminate this Agreement in
                   writing, within 3 days of Buyer’s notice to Seller. If either party terminates, Buyer shall receive a refund of any applicable Earnest
                   Money Deposit.
                   IS CONTINGENT UPON THE SALE AND CLOSING - is contingent upon the execution of a binding agreement and the closing
                   of a sale or exchange of Buyer’s property located at
                                                         on or before                                      . Seller will have the right to continue to
                   market Seller’s Property until Buyer enters into a binding agreement to sell or exchange Buyer’s property and delivers a copy
                   thereof to Seller. During such marketing period, Seller may enter into a binding contract for sale to another purchaser on such
                   price and terms as the Seller deems appropriate. In such event, this Agreement will automatically terminate, Buyer will be notified
                   promptly, and Buyer’s Earnest Money Deposit will be refunded. Exceptions:

         10. Fixtures & Improvements: The following is not intended to be an all-inclusive list of items included with the Property. All
             improvements and appurtenances are included in the Purchase Price, if now in or on the Property, unless rented, including the
             following: all buildings; landscaping; attached smart home devices; attached security systems; lighting fixtures and their shades and
             bulbs; ceiling fans; hardware for draperies and curtains; window shades and blinds; built-in kitchen appliances, including garbage
             disposal and drop-in ranges; wall to wall carpeting, if attached; all attached mirrors; all attached TV mounting brackets; all attached
             shelving; attached work benches; stationary laundry tubs; water softener; water heater; incinerator; sump pump; water pump and
             pressure tank; heating and air conditioning equipment (window units excluded); attached humidifiers; heating units, including add-on
             heating stoves and heating stoves connected by flue pipe; fireplace screens, inserts, and grates; fireplace doors, if attached; liquid
             heating and cooking fuel tanks; TV antenna and complete rotor equipment; satellite dish and necessary accessories and complete
             rotor equipment; all support equipment for inground pools; screens and storm windows and doors; awnings; installed basketball
             backboard, pole and goal; mailbox; flagpole(s); fencing, invisible inground fencing and all related equipment, including collars;
             detached storage buildings; underground sprinkling, including the pump; installed outdoor grills; all plantings and bulbs; garage door
             opener and control(s); and any and all items and fixtures permanently affixed to the Property; and also includes:
                                              Range/oven, refrigerator, washer, dryer, microwave, dishwasher, central air conditioning unit




              but does not include:


                                                         1379 Pine Street, Muskegon, MI 49442                                                               03/07/2023            6:33 PM
                                                 Subject Property Address/Description                                                                         Date                 Time
         ©Copyright, West Michigan REALTOR® Associations
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                                                                                                                   West Michigan Regional Purchase Agreement                   Page 3 of 6

        11. Heating and Cooking Fuels: Liquid heating and cooking fuels in tanks are included in the sale and will transfer to Buyer at time of
            possession unless usage is metered (in which case it is not included in the sale). Sellers are responsible for maintaining heating and
            cooking liquid fuels at an operational level and shall not permit fuels to fall below 10% in the tank(s) at the time of possession, except
            that the tank(s) may be empty only if now empty. Further, Seller is precluded from removing fuel from tank(s) other than what is
            expended through normal use. Exceptions:

        12. Assessments (choose one):
            If the Property is subject to any assessments,
                 Seller shall pay the entire balance of any such assessments that are due and payable on or before the day of closing (regardless
                 of any installment arrangements), except for any fees that are required to connect to public utilities.
                Seller shall pay all installments of such assessments that become due and payable on or before day of closing. Buyer shall assume
                and pay all other installments of such assessments.
            Seller has an ongoing obligation through the Closing to disclose to the Buyer any known pending assessments, including, but not limited
            to, any mandatory utility connection requirements, and/or benefit charges, and condominium special assessments, that have not been
            previously disclosed in writing to Buyer.
        13. Property Taxes: Seller will be responsible for any taxes billed prior to those addressed below. Buyer will be responsible for all taxes
            billed after those addressed below.
             Buyer is also advised that the state equalized value of the Property, principal residence exemption information and other real property
             tax information is available from the appropriate local assessor’s office. Buyer should not assume that Buyer’s future tax bills on the
             Property will be the same as Seller’s present tax bills. Under Michigan law, real property tax obligations can change significantly when
             property is transferred.
                 No proration.           (Choose one):
                        Buyer                Seller    will pay taxes billed summer                         (year);
                        Buyer                Seller    will pay taxes billed winter                         (year);
                 Calendar Year Proration (all taxes billed or to be billed in the year of the closing). Calendar year tax levies will be estimated, if
                 necessary, using the taxable value and the millage rate(s) in effect on the day of closing, broken down to a per diem tax payment
                 and prorated to the date of closing with Seller paying for January 1 through the day before closing.
                 Fiscal Year Proration - Taxes will be prorated as though they are paid in (choose one):         advance.         arrears.
                 Fiscal Year will be assumed to cover a 12-month period from date billed, and taxes will be prorated to the date of closing. Fiscal
                 year tax levies will be estimated, if necessary, using the taxable value and millage rate(s) in effect on the day of closing, broken
                 down to a per diem tax payment and prorated to the date of closing with Seller paying through the day before closing. Exceptions:

        14. Well/Septic: Within ten (10) days after the Effective Date, (choose one)  Seller or     Buyer will arrange for, at their own expense,
            an inspection of the primary well used for human consumption (including a water quality test for coliform bacteria and nitrates) and
            septic systems in use on the Property. The inspection will be performed by a qualified inspector in a manner that meets county (or
            other local governmental authority, if applicable) protocol.
             If any report discloses a condition unsatisfactory to Buyer, or doesn’t meet county standards that are a condition of sale, Buyer may,
             within three (3) days after Buyer has received the report, by written notice to Seller, either terminate this Agreement and receive a
             refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct those unsatisfactory conditions. If Buyer fails
             to make a written proposal within the above referenced time period, then Buyer will be deemed to have accepted the well/septic as-is.
             Seller will respond in writing within three (3) days to Buyer’s request. If Seller fails to respond or to arrive at a mutually agreeable
             resolution within three (3) days after Seller’s receipt of Buyer’s proposal, Buyer will have three (3) days to provide written notice of
             termination of this Agreement and receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate the contract,
             Buyer will proceed to closing according to the terms and conditions of this Agreement.
            Other:
        15. Inspections & Investigations:
             Inspections: Buyer, or someone selected by Buyer, has the right to inspect the buildings, premises, components and systems, at
             Buyer’s expense. Any damage, misuse, abuse, or neglect of any portion of the Property or premises as a result of inspections will be
             Buyer’s responsibility and expense.
             Investigations: It is Buyer’s responsibility to investigate (i) whether the Property complies with applicable codes and local ordinances
             and whether the Property is zoned for Buyer’s intended use; (ii) whether Buyer can obtain a homeowner’s insurance policy for the
             Property at price and terms acceptable to Buyer; (iii) and whether or not the Property is in a flood zone.
             All inspections and investigations will be completed within ____5 days after the Effective Date. If the results of Buyer’s inspections and
             investigations are not acceptable to Buyer, Buyer may, within the above referenced period, either (a) terminate this Agreement by
             written notice to Seller and receive a refund of Buyer’s Earnest Money Deposit, or (b) make a written proposal to Seller to correct those
             unsatisfactory conditions, which proposal must be in the form of a proposed addendum and must be signed by Buyer in order for it to
             be effective. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be deemed to have
                                                         1379 Pine Street, Muskegon, MI 49442                                                            03/07/2023           6:33 PM
                                                 Subject Property Address/Description                                                                      Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                        JH
                                                                                                   03/07/23
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                                                                                                                   West Michigan Regional Purchase Agreement                    Page 4 of 6
            accepted the Property as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s proposal or terminate this
            Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days after Seller’s receipt of
            Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and receive a refund of
            any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day period, Buyer will be deemed
            to accept the Inspections & Investigations and will proceed to closing according to the terms and conditions of this Agreement.
                Buyer has waived all rights under this Inspections & Investigations paragraph.
            Exceptions:
        16. Municipal Compliances: Seller will arrange and pay for current certificates of occupancy, sidewalk compliance, and smoke detector
            ordinances, if applicable.
        17. Title Insurance: Seller agrees to convey marketable title to the Property subject to conditions, limitations, reservation of oil, gas and
            other mineral rights, existing zoning ordinances, and building and use restrictions and easements of record. An expanded coverage
            ALTA Homeowner’s Policy of Title Insurance in the amount of the Purchase Price shall be ordered by Seller and furnished to Buyer at
            Seller’s expense, and a commitment to issue a policy insuring marketable title vested in Buyer, including a real estate tax status
            report, will be made available to Buyer within ten (10) days after the Effective Date. If Buyer so chooses, or if an expanded policy is
            not applicable, then a standard ALTA Owners’ Policy of Title Insurance shall be provided.
             If Buyer objects to any conditions, Buyer may, within three (3) days of receipt of the Title Commitment, by written notice to Seller,
             either terminate this Agreement and receive a refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct
             those unsatisfactory conditions. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be
             deemed to have accepted the Title Commitment as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s
             proposal or terminate this Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days
             after Seller’s receipt of Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and
             shall receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day
             period, Buyer will be deemed to accept the Title Commitment as-is and will proceed to closing according to the terms and conditions
             of this Agreement. Exceptions:

        18. Property Survey: Broker advises that Buyer should have a survey performed to satisfy Buyer as to the boundaries of the Property
            and the location of improvements thereon.
                 Buyer or     Seller (choose one) shall within ten (10) days of the Effective Date, order, at their expense, a boundary survey with iron
              corner stakes showing the location of the boundaries, improvements and easements in connection with the Property. Upon receipt of
              the survey, Buyer will have three (3) days to review the survey. If the survey shows any condition, in Buyer’s sole discretion, which
              would interfere with Buyer’s intended use of the Property, the marketability of the title, or zoning non-compliance, then Buyer may,
              within said three (3) day period, terminate this Agreement, in writing, and Buyer will receive a full refund of Buyer’s Earnest Money
              Deposit.
                No survey. Buyer has waived all rights under this paragraph.
             When closing occurs, Buyer shall be deemed to have accepted the boundaries of the Property and the location of such improvements
             thereon. Exceptions:

        19. Home Protection Plan: Buyer and Seller have been informed that home protection plans may be available. Such plans may provide
            additional protection and benefit to the parties. Exceptions:

        20. Prorations: Rent; association dues/fees, if any; insurance, if assigned; interest on any existing land contract, mortgage or lien
            assumed by Buyer; will all be adjusted to the date of closing. For the purposes of calculating prorations, it is presumed that Seller
            owns the Property through the day before closing.
        21. Closing: If agreeable to Buyer and Seller, the sale will be closed as soon as closing documents are ready, but not later than
                        04/21/2023            . An additional period of fifteen (15) days will be allowed for closing to accommodate the correction of
            title defects or survey problems which can be readily corrected, or for delays in obtaining any lender required inspections/repairs. During
            this additional period, the closing will be held within 5 days after all parties have been notified that all necessary documents have been
            prepared. Buyer and Seller will each pay their title company closing fee, if applicable, except in the case of VA financing where Seller
            will pay the entire closing fee. Exceptions:

        22. Pre-Closing Walk-Through: Buyer (choose one)                     reserves        waives the right to conduct a final walk-through of the
            Property within three (3) days of the scheduled closing date. The purpose of the walk-through is to determine that the Property is in
            a substantially similar condition as of the Effective Date, any contractually agreed upon items have been fulfilled, and that any included
            personal property is still located at the Property. Buyer shall immediately report to Seller any objections to these conditions and Buyer’s
            requested corrective action.
        23. Possession: Seller will maintain the Property in its present condition until the completion of the closing of the sale. Possession to be
            delivered to Buyer, subject to rights of present tenants, if any.
                At the completion of the closing of the sale.
                At                a.m.     p.m. on the                     day after completion of the closing of the sale, during which time Seller


                                                         1379 Pine Street, Muskegon, MI 49442                                                            03/07/2023            6:33 PM
                                                 Subject Property Address/Description                                                                      Date                 Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023
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                                                                                                                   West Michigan Regional Purchase Agreement                   Page 5 of 6
             will have the privilege to occupy the Property and hereby agrees to pay Buyer $                                             as an occupancy
             fee for this period payable at closing, WITHOUT PRORATION. Payment shall be made in the form of cash or certified funds.
             If Seller fails to deliver possession to Buyer on the agreed date, Seller shall become a tenant at sufferance and shall pay to Buyer as
             liquidated damages $           100.00       per day plus all of the Buyer’s actual reasonable attorney's fees incurred in removing the Seller
             from the Property.
             If Seller occupies the Property after closing, Seller will pay all utilities during such occupancy. Buyer will maintain the structure and
             mechanical systems at the Property. However, any repairs or replacements necessitated by Seller’s misuse, abuse, or neglect of any
             portion of the Property will be Seller’s responsibility and expense.
             On the agreed delivery date, Seller shall deliver the Property free of trash and debris and in broom-clean condition, shall remove all
             personal property (unless otherwise stated in this or an additional written agreement), shall make arrangements for final payment on
             all utilities, and shall deliver all keys to Buyer. Exceptions:

        24. Earnest Money Deposit: For valuable consideration, Buyer gives Seller until                            10:00 PM                     (time) on
                         03/10/2023             (date), to deliver the written acceptance of this offer and agrees that this offer, when accepted by
            Seller, will constitute a binding Agreement between Buyer and Seller. An Earnest Money Deposit in the amount of $                 1800.00
            shall be submitted to                                     Bellabay Realty SW                                    (insert name of broker, title
            company, other) within 72 hours of the Effective Date of this Agreement, and shall be applied against the Purchase Price. If the Earnest
            Money Deposit is not received within 72 hours of the Effective Date or is returned for insufficient funds, Seller may terminate this
            Agreement until such time as the Earnest Money Deposit is received. If Seller terminates this Agreement under this provision, Seller
            waives any claim to the Earnest Money Deposit. If the sale is not closed due to a failure to satisfy a contingency for a reason other
            than the fault of Buyer, the Earnest Money Deposit shall be refunded to Buyer. If the sale is not closed as provided in this Agreement
            and Buyer and Seller do not agree to the disposition of the Earnest Money Deposit, then Buyer and Seller agree that the Broker holding
            the Earnest Money Deposit may notify Buyer and Seller, in writing, of Broker’s intended disposition of the Earnest Money Deposit. If
            Buyer and Seller do not object to such disposition in writing within fifteen (15) days after the date of Broker’s notice, they will be deemed
            to have agreed to Broker’s proposed disposition; if either Buyer or Seller object and no mutually agreeable disposition can be
            negotiated, Broker may deposit the funds by interpleader with a court of proper jurisdiction or await further actions by Buyer and Seller.
            In the event of litigation involving the deposit, in whole or in part, either the Seller or the Buyer that is not the prevailing party, as
            determined by the court, will reimburse the other for reasonable attorneys’ fees and expenses incurred in connection with the litigation,
            and will reimburse the Broker for any reasonable attorneys’ fees and expenses incurred in connection with any interpleader action
            instituted. If the entity holding the Earnest Money Deposit is not the Broker, then to the extent that the terms of any escrow agreement
            conflict with this paragraph, then the terms and conditions of the escrow agreement shall control.
        25. Professional Advice: Broker hereby advises Buyer and Seller to seek legal, tax, environmental and other appropriate professional
            advice relating to this transaction. Broker does not make any representations or warranties with respect to the advisability of, or the
            legal effect of this transaction. Buyer further acknowledges that REALTOR® above named in the Agreement hereby recommends to
            Buyer that an attorney be retained by Buyer to pass upon the marketability of the title and to ascertain that the required details of the
            sale are adhered to before the transaction is consummated. Buyer agrees that Buyer is not relying on any representation or statement
            made by Seller or any real estate salesperson (whether intentionally or negligently) regarding any aspect of the Property or this sale
            transaction, except as may be expressly set forth in this Agreement, a written amendment to this Agreement, or a disclosure statement
            separately signed by Seller.
        26. Disclosure of Information: Buyer and Seller acknowledge and agree that the Purchase Price, terms, and other details with respect
            to this transaction (when closed) are not confidential, will be disclosed to REALTORS® who participate in the applicable Multiple Listing
            Service, and may otherwise be used and/or published by that Multiple Listing Service in the ordinary course of its business.
        27. Other Provisions:




        28. Mergers and Integrations: This Agreement is the final expression of the complete agreement of Buyer and Seller, and there are no
            oral agreements existing between Buyer and Seller relating to this transaction. This Agreement may be amended only in writing signed
            by Buyer and Seller and attached to this Agreement.
        29. Fax/Electronic Distribution and Electronic Signatures: Buyer and Seller agree that any signed copy of this Agreement, and any
            amendments or addendums related to this transaction, transmitted by facsimile or other electronic means shall be competent evidence
            of its contents to the same effect as an original signed copy. Buyer and Seller further agree that an electronic signature is the legal
            equivalent of a manual or handwritten signature, and consent to use of electronic signatures. Buyer and Seller agree that any notice(s)
            required or permitted under this Agreement may also be transmitted by facsimile or other electronic means.
        30. Wire Fraud: Seller and Buyer are advised that wire fraud is an increasingly common problem. If you receive any electronic

                                                         1379 Pine Street, Muskegon, MI 49442                                                            03/07/2023           6:33 PM
                                                 Subject Property Address/Description                                                                      Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023
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                                                                                                   03/07/23
                                                                                                 7:12 PM EST
                                                                                                                        LH
                                                                                                                      03/07/23
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                                                                                                                       West Michigan Regional Purchase Agreement                                    Page 6 of 6
             communication directing you to transfer funds or provide nonpublic personal information (such as social security numbers, drivers’
             license numbers, wire instructions, bank account numbers, etc.), even if that electronic communication appears to be from the
             Broker, Title Company, or Lender, DO NOT reply until you have verified the authenticity of the email by direct communication with
             Broker, Title Company, or Lender. DO NOT use telephone numbers provided in the email. Such requests may be part of a scheme
             to steal funds or use your identity.
        31. Buyer’s Approval and Acknowledgment: Buyer approves the terms of this offer and acknowledges receipt of a copy of this offer.

             Buyer 1 Address                                                                              X        Joseph Harris                                                                         Buyer
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             Buyer 1 Phone: (Res.)                                    (Bus.)                                                                    Joseph Harris
                                                                                                                              Print name as you want it to appear on documents.
                                                                                                                  Lauren Harris
                                                                                                                                                                                 dotloop verified

             Buyer 2 Address                                                                              X                                                                      03/07/23 7:11 PM EST
                                                                                                                                                                                 GF5J-DXK1-IOYT-GHTC     Buyer
             Buyer 2 Phone: (Res.)                                    (Bus.)                                                                    Lauren Harris
                                                                                                                              Print name as you want it to appear on documents.


        32. Seller’s Response: The above offer is approved:                       As written.    As written except:




            Counteroffer, if any, expires                                       , at                     (time). Seller has the right to withdraw this
            counteroffer and to accept other offers until Seller or Seller’s Agent has received notice of Buyer’s acceptance.
        33. Certification of Previous Disclosure Statement: Seller certifies to Buyer that the Property is currently in the same condition as
            disclosed in the Seller’s Disclosure Statement dated                          (choose one): Yes No.
            Seller agrees to inform Buyer in writing of any changes in the content of the disclosure statement prior to closing.
        34. Notice to Seller: Seller understands that consummation of the sale or transfer of the Property described in this Agreement will not
            relieve Seller of any liability that Seller may have under the mortgages to which the Property is subject, unless otherwise agreed to by
            the lender or required by law or regulation. Buyer and Seller are advised that a Notice to Seller & Buyer of Underlying Mortgage form
            is available from the respective agents via the West Michigan REALTOR® Boards.
       35. Listing Office Address:                  3265 Walker Ave NW,, Suite D, Grand Rapids, MI 49544                   Listing Broker License #
            Listing Agent Name:                                   Mariana Murillo VanDam                                    Listing Agent License #                          6506015435

        36. Seller’s Approval and Acknowledgment: Seller approves the terms of this Agreement and acknowledges receipt of a copy. If Seller’s
            response occurs after Buyer’s offer expires, then Seller’s response is considered a counteroffer and Buyer’s acceptance is required
            below.
                                                                         LeighAnn Mikesell
                                                                                                          dotloop verified

            X (Seller’s Signature, Date, Time):
                                                                                                          03/13/23 11:09 AM EDT
                                                                                                          RYE0-NWO4-QPNM-B1XN

                                                                                                                       Is Seller a U.S. Citizen or Resident Alien?                           Yes           No*
                               Print name as you want it to appear on documents.

            X (Seller’s Signature, Date, Time):
                                                                                                                       Is Seller a U.S. Citizen or Resident Alien?                           Yes           No*
                                Print name as you want it to appear on documents.
            Seller’s Address:                                                             Seller’s Phone (Res.)                                                (Bus)
                 * If Seller(s) is not a U.S. Citizen or Resident Alien, there may be tax implications and Buyer and Seller are advised to seek professional advice.


        37. Buyer’s Receipt/Acceptance: Buyer acknowledges receipt of Seller’s response to Buyer’s offer. In the event Seller’s response
            constitutes a counteroffer, Buyer accepts said counteroffer. All other terms and conditions in the offer remain unchanged.


            X (Buyer’s Signature, Date, Time):

            X (Buyer’s Signature, Date, Time):

        38. Seller’s Receipt: Seller acknowledges receipt of Buyer’s acceptance of counter offer.
            X (Seller’s Signature, Date, Time):

            X (Seller’s Signature, Date, Time):

                                                         1379 Pine Street, Muskegon, MI 49442                                                                03/07/2023                          6:33 PM
                                                 Subject Property Address/Description                                                                          Date                                  Time
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                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023                               Title: Sale of 263 Catherine
                                                                          Avenue

    Submitted By: LeighAnn Mikesell                                       Department: City Manager’s
                                                                          Office

    Brief Summary: Staff is requesting approval of a purchase agreement for 263 Catherine Avenue.



    Detailed Summary & Background:
    263 Catherine Avenue was constructed through the agreement with Dave Dusendang to construct
    infill housing with ARPA funding. The offer is for $6,000 over the full listing price with $6,000 in
    seller concessions.

    Goal/Focus Area/Action Item Addressed:
    Create an environment that effectively attracts new residents and retains existing residents by
    filling existing employment gaps, attracting new and diverse businesses to the city, and expanding
    access to a variety of high-quality housing options in Muskegon. Diverse housing types

    Amount Requested: N/A                                Amount Budgeted: N/A



    Fund(s) or Account(s):                               Fund(s) or Account(s):

    Recommended Motion: to approve the purchase agreement for 263 Catherine Avenue.



    Approvals:                                                            Guest(s) Invited / Presenting
    Immediate Division Head          Information Technology
    Other Division Heads             Communication                        Yes

    Legal Review                                                          No


    For City Clerk Use Only:
    Commission Action:




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                                                         WEST MICHIGAN REGIONAL PURCHASE AGREEMENT
                                                                                                                                                                            #
         DATE:                        03/13/2023                    ,                      (time)                                              MLS #                      TBD

         SELLING OFFICE:                             616 REALTY                BROKER LIC.#:        6505367456                  REALTOR® PHONE:                     616-421-5327

         LISTING OFFICE:                        West Urban Realty              REALTOR® PHONE:                             616-366-2459

        1. Effective Date: This Agreement is effective on the date of Seller's acceptance of Buyer's offer or Buyer's acceptance of any
            counteroffer, as the case may be, and this date shall hereafter be referred to as the "Effective Date". Further, any reference to "days"
            in this Agreement refers to calendar days. The first calendar day begins at 12:01 a.m. on the day after the Effective Date. Any reference
            to "time" refers to local time.
         2. Agency Disclosure: The Undersigned Buyer and Seller each acknowledge that they have read and signed the Disclosure Regarding
             Real Estate Agency Relationships. The selling licensee is acting as (choose one):
                  Agent/Subagent of Seller             Buyer’s Agent          Dual Agent (with written, informed consent of both Buyer and Seller)
                  Transaction Coordinator
              Primary Selling Agent Name:                            Catherine Conklin              Email:                     [email protected]             Lic.#:          6506046008

             Alternate Selling Agent Name:                                            Email:                               Lic.#:
         3. Seller’s Disclosure Statement: (This paragraph applies to sales of one-to-four family residential units.)
                 Buyer has received the Seller’s Disclosure Statement, dated                          .
                 Buyer has not received the Seller’s Disclosure Statement. Buyer may terminate this Agreement, in writing, any time prior to receipt
                 of the Seller’s Disclosure Statement. Once Buyer has received the Seller’s Disclosure Statement, Buyer may terminate this
                 Agreement, in writing, within 72 hours of receipt if the disclosure was received in person, or within 120 hours if received by
                 registered mail. Exceptions:       Home Warranty
                 Seller is exempt from the requirements of the Seller Disclosure Act.
        4. Lead-Based Paint Addendum: Transactions involving homes built prior to 1978 require a written disclosure which is hereby attached
            and will be an integral part of this Agreement.
        5. Property Description: Buyer offers to buy the property located in the       City  Village Township of               Muskegon            ,
            County of                 Muskegon                , Michigan, commonly known as (insert mailing address: street/city/state/zip code)
                                                                                     263 Catherine St
             with the following legal description and tax parcel ID numbers:
                              CITY OF MUSKEGON REVISED PLAT OF 1903 LOT 16 BLK 260 EXC THE EAST 48.75 FT OF SD LOT
                                            AND THE E 31.5 FT OF LOTS 1 & 2 EX W 11.5 FT OF S 45 FT BLK 260
             PP#                                                                     24-205-260-0016-10                                                                                        .
           The following paragraph applies only if the Premises include unplatted land:
           Seller agrees to grant Buyer at closing the right to make (insert number)                     division(s) under Section 108(2), (3), and
           (4) of the Michigan Land Division Act. (If no number is inserted, the right to make divisions under the sections referenced above stays
           with any remainder of the parent parcel retained by Seller. If a number is inserted, Seller retains all available divisions in excess of the
           number stated; however, Seller and/or REALTOR® do not warrant that the number of divisions stated is actually available.) If this sale
           will create a new division, Seller’s obligations under this Agreement are contingent on Seller’s receipt of municipal approval on or
           before                                  , of the proposed division to create the Premises.
        6. Purchase Price: Buyer offers to buy the Property for the sum of $                                    175,900
                                                  one hundred seventy-five thousand nine hundred                                           U.S. Dollars
        7. Seller Concessions, if any:                                                                              6,000


        8. Terms: The Terms of Purchase will be as indicated by “X” below: (Other unmarked terms of purchase do not apply.)
           SOURCE OF FUNDS TO CLOSE: Buyer represents that the funds necessary to close this transaction on the terms specified below
           are currently available to Buyer in cash or an equally liquid equivalent.
             If the Property’s value stated in an appraisal obtained by Buyer or Buyer’s lender is less than the Purchase Price, Buyer shall within
             three (3) days after receipt of the appraisal: 1) renegotiate with the Seller, 2) terminate the transaction, in which case Buyer shall
             receive a refund of Buyer’s Earnest Money Deposit, or 3) proceed to close the transaction at the agreed Purchase Price.
                   CASH. The full Purchase Price upon execution and delivery of Warranty Deed. Buyer Agrees to provide Buyer Agent/Dual Agent
                   verification of funds within five (5) days after the Effective Date, and consents to the disclosure of such information to Seller and/or
                   Seller’s Agent. If verification of funds is not received within 5 days after the Effective Date, Seller may terminate this Agreement
                   at any time before verification of funds is received by giving written notice to Buyer. Any appraisal required by Buyer shall be
                   arranged and paid for by Buyer within ten (10) days after the Effective Date of this Agreement.
                   NEW MORTGAGE. The full Purchase Price upon execution and delivery of Warranty Deed, contingent upon Buyer’s ability to
                   obtain a              FHA               type        30       (year) mortgage in the amount of      100     % of the Purchase Price
                   bearing interest at a rate not to exceed         8      % per annum (rate at time of loan application), on or before the date the sale is
                   to be closed. Buyer agrees to apply for a mortgage loan, and pay all fees and costs customarily charged by Buyer’s lender to
                   process the application, within           3        days after the Effective Date, not to impair Buyers’ credit after the date such loan if
                   offered.      Seller    Buyer will agree to pay an amount not to exceed $              n/a        representing repairs required as a
                   condition of financing. Buyer         agrees      does not agree to authorize Buyer’s Agent/Dual Agent to obtain information from
         ©Copyright, West Michigan REALTOR® Associations
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                                                                                                               West Michigan Regional Purchase Agreement        Page 2 of 6
                   Buyer’s lender regarding Buyer’s financing, and consents to the disclosure of this information to Seller and/or Seller’s Agent.
                   Exceptions:

                   SELLER FINANCING (choose one of the following):                 CONTRACT or                   PURCHASE MONEY MORTGAGE
                   In the case of Seller financing, Buyer agrees to provide Seller with a credit report within 72 hours after the Effective Date. If the
                   credit report is unacceptable to Seller, Seller shall have the right to terminate this offer within 48 hours of Seller’s receipt, or if
                   Buyer fails to provide said credit report to Seller within the time frame allotted, Seller shall have the right to terminate this offer
                   within 48 hours. Seller is advised to seek professional advice regarding the credit report.
                   $                           upon execution and delivery of a
                   form (name or type of form and revision date), a copy of which is attached, wherein the balance of $
                   will be payable in monthly installments of $                            or more including interest at                    % per annum,
                   interest to start on date of closing, and first payment to become due thirty (30) days after date of closing. The entire unpaid balance
                   will become due and payable                            months after closing. Any appraisal required by Buyer shall be arranged and
                   paid for by Buyer within ten (10) days after the Effective Date of this Agreement. Exceptions:


                   EQUITY (choose one of the following):         Formal Assumption or       Informal Assumption
                   Upon execution and delivery of:       Warranty Deed subject to existing mortgage OR             Assignment of Vendee Interest
                   in Land Contract, Buyer to pay the difference (approximately $                             ) between the Purchase Price above
                   provided and the unpaid balance (approximately $                             ) upon said mortgage or land contract, which Buyer
                   agrees to assume and pay. Buyer agrees to reimburse Seller for accumulated funds held in escrow, if any, for payment of future
                   taxes and insurance premiums, etc. Any appraisal required by Buyer shall be arranged and paid for by Buyer within ten
                   (10) days after the Effective Date of this Agreement. Exceptions:

                   OTHER:


         9. Contingencies: Buyer’s obligation to consummate this transaction (choose one):
                   IS NOT CONTINGENT - is not contingent upon the sale or exchange of any other property by Buyer.
                   IS CONTINGENT UPON CLOSING - is contingent upon closing of an existing sale or exchange of Buyer’s property located at:

                   A copy of Buyer’s agreement to sell or exchange that property is being delivered to Seller along with this offer. If the existing sale
                   or exchange terminates for any reason, Buyer will immediately notify Seller, and either party may terminate this Agreement in
                   writing, within 3 days of Buyer’s notice to Seller. If either party terminates, Buyer shall receive a refund of any applicable Earnest
                   Money Deposit.
                   IS CONTINGENT UPON THE SALE AND CLOSING - is contingent upon the execution of a binding agreement and the closing
                   of a sale or exchange of Buyer’s property located at
                                                         on or before                                      . Seller will have the right to continue to
                   market Seller’s Property until Buyer enters into a binding agreement to sell or exchange Buyer’s property and delivers a copy
                   thereof to Seller. During such marketing period, Seller may enter into a binding contract for sale to another purchaser on such
                   price and terms as the Seller deems appropriate. In such event, this Agreement will automatically terminate, Buyer will be notified
                   promptly, and Buyer’s Earnest Money Deposit will be refunded. Exceptions:

         10. Fixtures & Improvements: The following is not intended to be an all-inclusive list of items included with the Property. All
             improvements and appurtenances are included in the Purchase Price, if now in or on the Property, unless rented, including the
             following: all buildings; landscaping; attached smart home devices; attached security systems; lighting fixtures and their shades and
             bulbs; ceiling fans; hardware for draperies and curtains; window shades and blinds; built-in kitchen appliances, including garbage
             disposal and drop-in ranges; wall to wall carpeting, if attached; all attached mirrors; all attached TV mounting brackets; all attached
             shelving; attached work benches; stationary laundry tubs; water softener; water heater; incinerator; sump pump; water pump and
             pressure tank; heating and air conditioning equipment (window units excluded); attached humidifiers; heating units, including add-on
             heating stoves and heating stoves connected by flue pipe; fireplace screens, inserts, and grates; fireplace doors, if attached; liquid
             heating and cooking fuel tanks; TV antenna and complete rotor equipment; satellite dish and necessary accessories and complete
             rotor equipment; all support equipment for inground pools; screens and storm windows and doors; awnings; installed basketball
             backboard, pole and goal; mailbox; flagpole(s); fencing, invisible inground fencing and all related equipment, including collars;
             detached storage buildings; underground sprinkling, including the pump; installed outdoor grills; all plantings and bulbs; garage door
             opener and control(s); and any and all items and fixtures permanently affixed to the Property; and also includes:
                                                             Garage Door Opener; Home Warranty; Laminate Floor




              but does not include:


                                                           263 Catherine St                                                               03/13/2023
                                                 Subject Property Address/Description                                                       Date                Time
         ©Copyright, West Michigan REALTOR® Associations
                                                                                                                       Buyer’s Initials                      Seller’s Initials
         Revision Date 1/2023                                                                    AC
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                                                                                                            West Michigan Regional Purchase Agreement         Page 3 of 6

        11. Heating and Cooking Fuels: Liquid heating and cooking fuels in tanks are included in the sale and will transfer to Buyer at time of
            possession unless usage is metered (in which case it is not included in the sale). Sellers are responsible for maintaining heating and
            cooking liquid fuels at an operational level and shall not permit fuels to fall below 10% in the tank(s) at the time of possession, except
            that the tank(s) may be empty only if now empty. Further, Seller is precluded from removing fuel from tank(s) other than what is
            expended through normal use. Exceptions:

        12. Assessments (choose one):
            If the Property is subject to any assessments,
                 Seller shall pay the entire balance of any such assessments that are due and payable on or before the day of closing (regardless
                 of any installment arrangements), except for any fees that are required to connect to public utilities.
                 Seller shall pay all installments of such assessments that become due and payable on or before day of closing. Buyer shall assume
                 and pay all other installments of such assessments.
             Seller has an ongoing obligation through the Closing to disclose to the Buyer any known pending assessments, including, but not limited
             to, any mandatory utility connection requirements, and/or benefit charges, and condominium special assessments, that have not been
             previously disclosed in writing to Buyer.
        13. Property Taxes: Seller will be responsible for any taxes billed prior to those addressed below. Buyer will be responsible for all taxes
            billed after those addressed below.
             Buyer is also advised that the state equalized value of the Property, principal residence exemption information and other real property
             tax information is available from the appropriate local assessor’s office. Buyer should not assume that Buyer’s future tax bills on the
             Property will be the same as Seller’s present tax bills. Under Michigan law, real property tax obligations can change significantly when
             property is transferred.
                 No proration.           (Choose one):
                        Buyer                Seller    will pay taxes billed summer                 (year);
                        Buyer                Seller    will pay taxes billed winter                 (year);
                 Calendar Year Proration (all taxes billed or to be billed in the year of the closing). Calendar year tax levies will be estimated, if
                 necessary, using the taxable value and the millage rate(s) in effect on the day of closing, broken down to a per diem tax payment
                 and prorated to the date of closing with Seller paying for January 1 through the day before closing.
                 Fiscal Year Proration - Taxes will be prorated as though they are paid in (choose one):         advance.         arrears.
                 Fiscal Year will be assumed to cover a 12-month period from date billed, and taxes will be prorated to the date of closing. Fiscal
                 year tax levies will be estimated, if necessary, using the taxable value and millage rate(s) in effect on the day of closing, broken
                 down to a per diem tax payment and prorated to the date of closing with Seller paying through the day before closing. Exceptions:

        14. Well/Septic: Within ten (10) days after the Effective Date, (choose one)  Seller or     Buyer will arrange for, at their own expense,
            an inspection of the primary well used for human consumption (including a water quality test for coliform bacteria and nitrates) and
            septic systems in use on the Property. The inspection will be performed by a qualified inspector in a manner that meets county (or
            other local governmental authority, if applicable) protocol.
             If any report discloses a condition unsatisfactory to Buyer, or doesn’t meet county standards that are a condition of sale, Buyer may,
             within three (3) days after Buyer has received the report, by written notice to Seller, either terminate this Agreement and receive a
             refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct those unsatisfactory conditions. If Buyer fails
             to make a written proposal within the above referenced time period, then Buyer will be deemed to have accepted the well/septic as-is.
             Seller will respond in writing within three (3) days to Buyer’s request. If Seller fails to respond or to arrive at a mutually agreeable
             resolution within three (3) days after Seller’s receipt of Buyer’s proposal, Buyer will have three (3) days to provide written notice of
             termination of this Agreement and receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate the contract,
             Buyer will proceed to closing according to the terms and conditions of this Agreement.
            Other:
        15. Inspections & Investigations:
             Inspections: Buyer, or someone selected by Buyer, has the right to inspect the buildings, premises, components and systems, at
             Buyer’s expense. Any damage, misuse, abuse, or neglect of any portion of the Property or premises as a result of inspections will be
             Buyer’s responsibility and expense.
             Investigations: It is Buyer’s responsibility to investigate (i) whether the Property complies with applicable codes and local ordinances
             and whether the Property is zoned for Buyer’s intended use; (ii) whether Buyer can obtain a homeowner’s insurance policy for the
             Property at price and terms acceptable to Buyer; (iii) and whether or not the Property is in a flood zone.
             All inspections and investigations will be completed within ____5 days after the Effective Date. If the results of Buyer’s inspections and
             investigations are not acceptable to Buyer, Buyer may, within the above referenced period, either (a) terminate this Agreement by
             written notice to Seller and receive a refund of Buyer’s Earnest Money Deposit, or (b) make a written proposal to Seller to correct those
             unsatisfactory conditions, which proposal must be in the form of a proposed addendum and must be signed by Buyer in order for it to
             be effective. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be deemed to have
                  263 Catherine St                                                                                                     03/13/2023
                                                 Subject Property Address/Description                                                    Date                 Time
         ©Copyright, West Michigan REALTOR® Associations
                                                                                                                    Buyer’s Initials                       Seller’s Initials
         Revision Date 1/2023                                                                 AC
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                                                                                                                    West Michigan Regional Purchase Agreement         Page 4 of 6
            accepted the Property as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s proposal or terminate this
            Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days after Seller’s receipt of
            Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and receive a refund of
            any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day period, Buyer will be deemed
            to accept the Inspections & Investigations and will proceed to closing according to the terms and conditions of this Agreement.
                Buyer has waived all rights under this Inspections & Investigations paragraph.
            Exceptions:
        16. Municipal Compliances: Seller will arrange and pay for current certificates of occupancy, sidewalk compliance, and smoke detector
            ordinances, if applicable.
        17. Title Insurance: Seller agrees to convey marketable title to the Property subject to conditions, limitations, reservation of oil, gas and
            other mineral rights, existing zoning ordinances, and building and use restrictions and easements of record. An expanded coverage
            ALTA Homeowner’s Policy of Title Insurance in the amount of the Purchase Price shall be ordered by Seller and furnished to Buyer at
            Seller’s expense, and a commitment to issue a policy insuring marketable title vested in Buyer, including a real estate tax status
            report, will be made available to Buyer within ten (10) days after the Effective Date. If Buyer so chooses, or if an expanded policy is
            not applicable, then a standard ALTA Owners’ Policy of Title Insurance shall be provided.
             If Buyer objects to any conditions, Buyer may, within three (3) days of receipt of the Title Commitment, by written notice to Seller,
             either terminate this Agreement and receive a refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct
             those unsatisfactory conditions. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be
             deemed to have accepted the Title Commitment as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s
             proposal or terminate this Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days
             after Seller’s receipt of Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and
             shall receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day
             period, Buyer will be deemed to accept the Title Commitment as-is and will proceed to closing according to the terms and conditions
             of this Agreement. Exceptions:              Buyer agrees to pay an Administrative Processing Fee of 395   to 616 REALTY at closing of sale.


        18. Property Survey: Broker advises that Buyer should have a survey performed to satisfy Buyer as to the boundaries of the Property
            and the location of improvements thereon.
                 Buyer or     Seller (choose one) shall within ten (10) days of the Effective Date, order, at their expense, a boundary survey with iron
              corner stakes showing the location of the boundaries, improvements and easements in connection with the Property. Upon receipt of
              the survey, Buyer will have three (3) days to review the survey. If the survey shows any condition, in Buyer’s sole discretion, which
              would interfere with Buyer’s intended use of the Property, the marketability of the title, or zoning non-compliance, then Buyer may,
              within said three (3) day period, terminate this Agreement, in writing, and Buyer will receive a full refund of Buyer’s Earnest Money
              Deposit.
                No survey. Buyer has waived all rights under this paragraph.
             When closing occurs, Buyer shall be deemed to have accepted the boundaries of the Property and the location of such improvements
             thereon. Exceptions:
                                                                  Seller to provide existing survey, if available
        19. Home Protection Plan: Buyer and Seller have been informed that home protection plans may be available. Such plans may provide
            additional protection and benefit to the parties. Exceptions:
                                                                      1 year warranty provided by builder.
        20. Prorations: Rent; association dues/fees, if any; insurance, if assigned; interest on any existing land contract, mortgage or lien
            assumed by Buyer; will all be adjusted to the date of closing. For the purposes of calculating prorations, it is presumed that Seller
            owns the Property through the day before closing.
        21. Closing: If agreeable to Buyer and Seller, the sale will be closed as soon as closing documents are ready, but not later than
                        04/14/2023            . An additional period of fifteen (15) days will be allowed for closing to accommodate the correction of
            title defects or survey problems which can be readily corrected, or for delays in obtaining any lender required inspections/repairs. During
            this additional period, the closing will be held within 5 days after all parties have been notified that all necessary documents have been
            prepared. Buyer and Seller will each pay their title company closing fee, if applicable, except in the case of VA financing where Seller
            will pay the entire closing fee. Exceptions:

        22. Pre-Closing Walk-Through: Buyer (choose one)                     reserves        waives the right to conduct a final walk-through of the
            Property within three (3) days of the scheduled closing date. The purpose of the walk-through is to determine that the Property is in
            a substantially similar condition as of the Effective Date, any contractually agreed upon items have been fulfilled, and that any included
            personal property is still located at the Property. Buyer shall immediately report to Seller any objections to these conditions and Buyer’s
            requested corrective action.
        23. Possession: Seller will maintain the Property in its present condition until the completion of the closing of the sale. Possession to be
            delivered to Buyer, subject to rights of present tenants, if any.
                At the completion of the closing of the sale.
                At                a.m.     p.m. on the                     day after completion of the closing of the sale, during which time Seller


                    263 Catherine St                                                                                                           03/13/2023
                                                 Subject Property Address/Description                                                            Date                 Time
         ©Copyright, West Michigan REALTOR® Associations
                                                                                                      AC                    Buyer’s Initials                       Seller’s Initials
         Revision Date 1/2023                                                                       03/14/23
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                                                                                                              West Michigan Regional Purchase Agreement         Page 5 of 6
             will have the privilege to occupy the Property and hereby agrees to pay Buyer $                         0                   as an occupancy
             fee for this period payable at closing, WITHOUT PRORATION. Payment shall be made in the form of cash or certified funds.
             If Seller fails to deliver possession to Buyer on the agreed date, Seller shall become a tenant at sufferance and shall pay to Buyer as
             liquidated damages $             250        per day plus all of the Buyer’s actual reasonable attorney's fees incurred in removing the Seller
             from the Property.
             If Seller occupies the Property after closing, Seller will pay all utilities during such occupancy. Buyer will maintain the structure and
             mechanical systems at the Property. However, any repairs or replacements necessitated by Seller’s misuse, abuse, or neglect of any
             portion of the Property will be Seller’s responsibility and expense.
             On the agreed delivery date, Seller shall deliver the Property free of trash and debris and in broom-clean condition, shall remove all
             personal property (unless otherwise stated in this or an additional written agreement), shall make arrangements for final payment on
             all utilities, and shall deliver all keys to Buyer. Exceptions:

        24. Earnest Money Deposit: For valuable consideration, Buyer gives Seller until                              3 p.m.                     (time) on
                         03/15/2023             (date), to deliver the written acceptance of this offer and agrees that this offer, when accepted by
            Seller, will constitute a binding Agreement between Buyer and Seller. An Earnest Money Deposit in the amount of $                   1000
            shall be submitted to                                        Chicago Title                                      (insert name of broker, title
            company, other) within 72 hours of the Effective Date of this Agreement, and shall be applied against the Purchase Price. If the Earnest
            Money Deposit is not received within 72 hours of the Effective Date or is returned for insufficient funds, Seller may terminate this
            Agreement until such time as the Earnest Money Deposit is received. If Seller terminates this Agreement under this provision, Seller
            waives any claim to the Earnest Money Deposit. If the sale is not closed due to a failure to satisfy a contingency for a reason other
            than the fault of Buyer, the Earnest Money Deposit shall be refunded to Buyer. If the sale is not closed as provided in this Agreement
            and Buyer and Seller do not agree to the disposition of the Earnest Money Deposit, then Buyer and Seller agree that the Broker holding
            the Earnest Money Deposit may notify Buyer and Seller, in writing, of Broker’s intended disposition of the Earnest Money Deposit. If
            Buyer and Seller do not object to such disposition in writing within fifteen (15) days after the date of Broker’s notice, they will be deemed
            to have agreed to Broker’s proposed disposition; if either Buyer or Seller object and no mutually agreeable disposition can be
            negotiated, Broker may deposit the funds by interpleader with a court of proper jurisdiction or await further actions by Buyer and Seller.
            In the event of litigation involving the deposit, in whole or in part, either the Seller or the Buyer that is not the prevailing party, as
            determined by the court, will reimburse the other for reasonable attorneys’ fees and expenses incurred in connection with the litigation,
            and will reimburse the Broker for any reasonable attorneys’ fees and expenses incurred in connection with any interpleader action
            instituted. If the entity holding the Earnest Money Deposit is not the Broker, then to the extent that the terms of any escrow agreement
            conflict with this paragraph, then the terms and conditions of the escrow agreement shall control.
        25. Professional Advice: Broker hereby advises Buyer and Seller to seek legal, tax, environmental and other appropriate professional
            advice relating to this transaction. Broker does not make any representations or warranties with respect to the advisability of, or the
            legal effect of this transaction. Buyer further acknowledges that REALTOR® above named in the Agreement hereby recommends to
            Buyer that an attorney be retained by Buyer to pass upon the marketability of the title and to ascertain that the required details of the
            sale are adhered to before the transaction is consummated. Buyer agrees that Buyer is not relying on any representation or statement
            made by Seller or any real estate salesperson (whether intentionally or negligently) regarding any aspect of the Property or this sale
            transaction, except as may be expressly set forth in this Agreement, a written amendment to this Agreement, or a disclosure statement
            separately signed by Seller.
        26. Disclosure of Information: Buyer and Seller acknowledge and agree that the Purchase Price, terms, and other details with respect
            to this transaction (when closed) are not confidential, will be disclosed to REALTORS® who participate in the applicable Multiple Listing
            Service, and may otherwise be used and/or published by that Multiple Listing Service in the ordinary course of its business.
        27. Other Provisions:




        28. Mergers and Integrations: This Agreement is the final expression of the complete agreement of Buyer and Seller, and there are no
            oral agreements existing between Buyer and Seller relating to this transaction. This Agreement may be amended only in writing signed
            by Buyer and Seller and attached to this Agreement.
        29. Fax/Electronic Distribution and Electronic Signatures: Buyer and Seller agree that any signed copy of this Agreement, and any
            amendments or addendums related to this transaction, transmitted by facsimile or other electronic means shall be competent evidence
            of its contents to the same effect as an original signed copy. Buyer and Seller further agree that an electronic signature is the legal
            equivalent of a manual or handwritten signature, and consent to use of electronic signatures. Buyer and Seller agree that any notice(s)
            required or permitted under this Agreement may also be transmitted by facsimile or other electronic means.
        30. Wire Fraud: Seller and Buyer are advised that wire fraud is an increasingly common problem. If you receive any electronic

                  263 Catherine St                                                                                                       03/13/2023
                                                 Subject Property Address/Description                                                       Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                   AC
                                                                                              03/14/23
                                                                                                                      Buyer’s Initials
                                                                                                                                              LM             Seller’s Initials

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                                                                                                                      West Michigan Regional Purchase Agreement                            Page 6 of 6
             communication directing you to transfer funds or provide nonpublic personal information (such as social security numbers, drivers’
             license numbers, wire instructions, bank account numbers, etc.), even if that electronic communication appears to be from the
             Broker, Title Company, or Lender, DO NOT reply until you have verified the authenticity of the email by direct communication with
             Broker, Title Company, or Lender. DO NOT use telephone numbers provided in the email. Such requests may be part of a scheme
             to steal funds or use your identity.
        31. Buyer’s Approval and Acknowledgment: Buyer approves the terms of this offer and acknowledges receipt of a copy of this offer.

             Buyer 1 Address                                                                             X        Adam Clark                                                                    Buyer
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                                                                                                                                                                       9MVS-W7VH-RLJT-UKCN




             Buyer 1 Phone: (Res.)                               (Bus.)
                                                                                                                         Print name as you want it to appear on documents.

             Buyer 2 Address                                                                             X                                                                                      Buyer
             Buyer 2 Phone: (Res.)                               (Bus.)
                                                                                                                         Print name as you want it to appear on documents.


        32. Seller’s Response: The above offer is approved:                  As written.       As written except:




             Counteroffer, if any, expires                                       , at                     (time). Seller has the right to withdraw this
             counteroffer and to accept other offers until Seller or Seller’s Agent has received notice of Buyer’s acceptance.
        33. Certification of Previous Disclosure Statement: Seller certifies to Buyer that the Property is currently in the same condition as
            disclosed in the Seller’s Disclosure Statement dated       na                 (choose one): Yes No.
            Seller agrees to inform Buyer in writing of any changes in the content of the disclosure statement prior to closing.
        34. Notice to Seller: Seller understands that consummation of the sale or transfer of the Property described in this Agreement will not
            relieve Seller of any liability that Seller may have under the mortgages to which the Property is subject, unless otherwise agreed to by
            the lender or required by law or regulation. Buyer and Seller are advised that a Notice to Seller & Buyer of Underlying Mortgage form
            is available from the respective agents via the West Michigan REALTOR® Boards.
       35. Listing Office Address: 3265 Walker Ave NW, Suite D, Grand Rapids, MI 49544                                  Listing Broker License # 6506015435
             Listing Agent Name: Mariana Murillo VanDam                                                                  Listing Agent License # 6506015435

        36. Seller’s Approval and Acknowledgment: Seller approves the terms of this Agreement and acknowledges receipt of a copy. If Seller’s
            response occurs after Buyer’s offer expires, then Seller’s response is considered a counteroffer and Buyer’s acceptance is required
            below.
                                                        LeighAnn Mikesell
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            X (Seller’s Signature, Date, Time):                                            XZGV-HR3S-90HN-8TRE

                      LeighAnn Mikesell                                                      Is Seller a U.S. Citizen or Resident Alien? Yes No*
                                Print name as you want it to appear on documents.

             X (Seller’s Signature, Date, Time):
                                                                                                                      Is Seller a U.S. Citizen or Resident Alien?                    Yes          No*
                                Print name as you want it to appear on documents.
             Seller’s Address:                                                          Seller’s Phone (Res.)                                       (Bus)
                 * If Seller(s) is not a U.S. Citizen or Resident Alien, there may be tax implications and Buyer and Seller are advised to seek professional advice.


        37. Buyer’s Receipt/Acceptance: Buyer acknowledges receipt of Seller’s response to Buyer’s offer. In the event Seller’s response
            constitutes a counteroffer, Buyer accepts said counteroffer. All other terms and conditions in the offer remain unchanged.


             X (Buyer’s Signature, Date, Time):

             X (Buyer’s Signature, Date, Time):

        38. Seller’s Receipt: Seller acknowledges receipt of Buyer’s acceptance of counter offer.
             X (Seller’s Signature, Date, Time):

             X (Seller’s Signature, Date, Time):
                          263 Catherine St                                                                                                        03/13/2023
                                                 Subject Property Address/Description                                                               Date                                       Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                           AC
                                                                                                      03/14/23
                                                                                                                               Buyer’s Initials
                                                                                                                                                        LM                           Seller’s Initials

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        March 5, 2023

        RE: PRE-APPROVAL LETTER

        Dear Adam Clark:

        Congratulations!!! Purchasing a home is such an exciting experience. I would like to take this
        opportunity to say “Thank You” for calling upon me to assist you in your home buying
        needs. I look forward to the opportunity of working with you and strive to provide you with
        excellent customer service. My goal is to make your loan process an enjoyable one.

        Based upon the preliminary information that you have provided me, I am pleased to inform
        you that you are pre-approved for a FHA Loan with Team Mortgage Company LLC.

        This approval is contingent upon an acceptable appraisal, title review, and survey of the
        subject property. It is also assuming that there is no change in income, debt, credit score, and
        employment after the date indicated on this letter.

        Please do not hesitate to contact me at 616-318-0385 if you have any questions.

        Sincerely,




        Thomas C. Girardot
        President / Senior Mortgage Consultant




                             5043 CASCADE ROAD SE• GRAND RAPIDS, MI • 49546
                                 PHONE: 616-318-0385• FAX: 616-829-5912
                                      EMAIL:[email protected]
Packet Page 27
                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023                              Title: Sale of 1373 Pine
                                                                         Street

    Submitted By: LeighAnn Mikesell                                      Department: City Manager’s
                                                                         Office

    Brief Summary: Staff is requesting approval of a purchase agreement for 1373 Pine Street.



    Detailed Summary & Background:
    1373 Pine Street was constructed through the agreement with Dave Dusendang to construct infill
    housing with ARPA funding. The offer is over the full listing price with 6% seller concessions. The
    offer also includes costs to cover appliances. Once the appliances and seller concessions are
    accounted for, the offer is for full price.

    Goal/Focus Area/Action Item Addressed:
    Create an environment that effectively attracts new residents and retains existing residents by
    filling existing employment gaps, attracting new and diverse businesses to the city, and expanding
    access to a variety of high-quality housing options in Muskegon. Diverse housing types

    Amount Requested: N/A                                Amount Budgeted: N/A



    Fund(s) or Account(s):                               Fund(s) or Account(s):

    Recommended Motion: to approve the purchase agreement for 1373 Pine Street.



    Approvals:                                                           Guest(s) Invited / Presenting
    Immediate Division Head         Information Technology
    Other Division Heads            Communication                        Yes

    Legal Review                                                         No


    For City Clerk Use Only:
    Commission Action:




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                                                         WEST MICHIGAN REGIONAL PURCHASE AGREEMENT
                                                                                                                                                                         #
         DATE:                        03/10/2023                      ,                        (time)                                     MLS #               71023001386

         SELLING OFFICE:                           Pinnacle Realty                 BROKER LIC.#:        6505392630          REALTOR® PHONE:                          6164471255

         LISTING OFFICE:                        West Urban Realty                 REALTOR® PHONE:

        1. Effective Date: This Agreement is effective on the date of Seller's acceptance of Buyer's offer or Buyer's acceptance of any
            counteroffer, as the case may be, and this date shall hereafter be referred to as the "Effective Date". Further, any reference to "days"
            in this Agreement refers to calendar days. The first calendar day begins at 12:01 a.m. on the day after the Effective Date. Any reference
            to "time" refers to local time.
         2. Agency Disclosure: The Undersigned Buyer and Seller each acknowledge that they have read and signed the Disclosure Regarding
             Real Estate Agency Relationships. The selling licensee is acting as (choose one):
                  Agent/Subagent of Seller             Buyer’s Agent          Dual Agent (with written, informed consent of both Buyer and Seller)
                  Transaction Coordinator
              Primary Selling Agent Name:                                 Claire Ritter                 Email: [email protected] Lic.#:                  6501448802

             Alternate Selling Agent Name:                                            Email:                               Lic.#:
         3. Seller’s Disclosure Statement: (This paragraph applies to sales of one-to-four family residential units.)
                 Buyer has received the Seller’s Disclosure Statement, dated                          .
                 Buyer has not received the Seller’s Disclosure Statement. Buyer may terminate this Agreement, in writing, any time prior to receipt
                 of the Seller’s Disclosure Statement. Once Buyer has received the Seller’s Disclosure Statement, Buyer may terminate this
                 Agreement, in writing, within 72 hours of receipt if the disclosure was received in person, or within 120 hours if received by
                 registered mail. Exceptions:
                 Seller is exempt from the requirements of the Seller Disclosure Act.
        4. Lead-Based Paint Addendum: Transactions involving homes built prior to 1978 require a written disclosure which is hereby attached
            and will be an integral part of this Agreement.
        5. Property Description: Buyer offers to buy the property located in the       City  Village Township of               Muskegon            ,
            County of                 Muskegon                , Michigan, commonly known as (insert mailing address: street/city/state/zip code)
                                                                                1373 Pine St, Muskegon, MI 49442
             with the following legal description and tax parcel ID numbers:
                                           CITY OF MUSKEGON REVISED PLAT OF 1903 N 6.50 FT OF LOT 8 AND S 33 FT OF LOT 9 BLOCK 267


             PP#                                                                          24205267000800                                                                                    .
           The following paragraph applies only if the Premises include unplatted land:
           Seller agrees to grant Buyer at closing the right to make (insert number)          All        division(s) under Section 108(2), (3), and
           (4) of the Michigan Land Division Act. (If no number is inserted, the right to make divisions under the sections referenced above stays
           with any remainder of the parent parcel retained by Seller. If a number is inserted, Seller retains all available divisions in excess of the
           number stated; however, Seller and/or REALTOR® do not warrant that the number of divisions stated is actually available.) If this sale
           will create a new division, Seller’s obligations under this Agreement are contingent on Seller’s receipt of municipal approval on or
           before            04/20/2023            , of the proposed division to create the Premises.
        6. Purchase Price: Buyer offers to buy the Property for the sum of $                                    184215
                                                one hundred eighty-four thousand two hundred fifteen                                       U.S. Dollars
        7. Seller Concessions, if any:                               6% of the purchase price towards the buyers closing costs, discount points, and prepaids


        8. Terms: The Terms of Purchase will be as indicated by “X” below: (Other unmarked terms of purchase do not apply.)
           SOURCE OF FUNDS TO CLOSE: Buyer represents that the funds necessary to close this transaction on the terms specified below
           are currently available to Buyer in cash or an equally liquid equivalent.
             If the Property’s value stated in an appraisal obtained by Buyer or Buyer’s lender is less than the Purchase Price, Buyer shall within
             three (3) days after receipt of the appraisal: 1) renegotiate with the Seller, 2) terminate the transaction, in which case Buyer shall
             receive a refund of Buyer’s Earnest Money Deposit, or 3) proceed to close the transaction at the agreed Purchase Price.
                   CASH. The full Purchase Price upon execution and delivery of Warranty Deed. Buyer Agrees to provide Buyer Agent/Dual Agent
                   verification of funds within five (5) days after the Effective Date, and consents to the disclosure of such information to Seller and/or
                   Seller’s Agent. If verification of funds is not received within 5 days after the Effective Date, Seller may terminate this Agreement
                   at any time before verification of funds is received by giving written notice to Buyer. Any appraisal required by Buyer shall be
                   arranged and paid for by Buyer within ten (10) days after the Effective Date of this Agreement.
                   NEW MORTGAGE. The full Purchase Price upon execution and delivery of Warranty Deed, contingent upon Buyer’s ability to
                   obtain a              FHA               type        30       (year) mortgage in the amount of      96.5    % of the Purchase Price
                   bearing interest at a rate not to exceed                % per annum (rate at time of loan application), on or before the date the sale is
                   to be closed. Buyer agrees to apply for a mortgage loan, and pay all fees and costs customarily charged by Buyer’s lender to
                   process the application, within           3        days after the Effective Date, not to impair Buyers’ credit after the date such loan if
                   offered.      Seller    Buyer will agree to pay an amount not to exceed $               0         representing repairs required as a
                   condition of financing. Buyer         agrees      does not agree to authorize Buyer’s Agent/Dual Agent to obtain information from
         ©Copyright, West Michigan REALTOR® Associations
         Page 1 of 6 Rev. Date 1/2023
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                                                                                                                     West Michigan Regional Purchase Agreement        Page 2 of 6
                   Buyer’s lender regarding Buyer’s financing, and consents to the disclosure of this information to Seller and/or Seller’s Agent.
                   Exceptions:

                   SELLER FINANCING (choose one of the following):                    CONTRACT or                      PURCHASE MONEY MORTGAGE
                   In the case of Seller financing, Buyer agrees to provide Seller with a credit report within 72 hours after the Effective Date. If the
                   credit report is unacceptable to Seller, Seller shall have the right to terminate this offer within 48 hours of Seller’s receipt, or if
                   Buyer fails to provide said credit report to Seller within the time frame allotted, Seller shall have the right to terminate this offer
                   within 48 hours. Seller is advised to seek professional advice regarding the credit report.
                   $                           upon execution and delivery of a
                   form (name or type of form and revision date), a copy of which is attached, wherein the balance of $
                   will be payable in monthly installments of $                            or more including interest at                    % per annum,
                   interest to start on date of closing, and first payment to become due thirty (30) days after date of closing. The entire unpaid balance
                   will become due and payable                            months after closing. Any appraisal required by Buyer shall be arranged and
                   paid for by Buyer within ten (10) days after the Effective Date of this Agreement. Exceptions:


                   EQUITY (choose one of the following):         Formal Assumption or       Informal Assumption
                   Upon execution and delivery of:       Warranty Deed subject to existing mortgage OR             Assignment of Vendee Interest
                   in Land Contract, Buyer to pay the difference (approximately $                             ) between the Purchase Price above
                   provided and the unpaid balance (approximately $                             ) upon said mortgage or land contract, which Buyer
                   agrees to assume and pay. Buyer agrees to reimburse Seller for accumulated funds held in escrow, if any, for payment of future
                   taxes and insurance premiums, etc. Any appraisal required by Buyer shall be arranged and paid for by Buyer within ten
                   (10) days after the Effective Date of this Agreement. Exceptions:

                   OTHER:


         9. Contingencies: Buyer’s obligation to consummate this transaction (choose one):
                   IS NOT CONTINGENT - is not contingent upon the sale or exchange of any other property by Buyer.
                   IS CONTINGENT UPON CLOSING - is contingent upon closing of an existing sale or exchange of Buyer’s property located at:

                   A copy of Buyer’s agreement to sell or exchange that property is being delivered to Seller along with this offer. If the existing sale
                   or exchange terminates for any reason, Buyer will immediately notify Seller, and either party may terminate this Agreement in
                   writing, within 3 days of Buyer’s notice to Seller. If either party terminates, Buyer shall receive a refund of any applicable Earnest
                   Money Deposit.
                   IS CONTINGENT UPON THE SALE AND CLOSING - is contingent upon the execution of a binding agreement and the closing
                   of a sale or exchange of Buyer’s property located at
                                                         on or before                                      . Seller will have the right to continue to
                   market Seller’s Property until Buyer enters into a binding agreement to sell or exchange Buyer’s property and delivers a copy
                   thereof to Seller. During such marketing period, Seller may enter into a binding contract for sale to another purchaser on such
                   price and terms as the Seller deems appropriate. In such event, this Agreement will automatically terminate, Buyer will be notified
                   promptly, and Buyer’s Earnest Money Deposit will be refunded. Exceptions:

         10. Fixtures & Improvements: The following is not intended to be an all-inclusive list of items included with the Property. All
             improvements and appurtenances are included in the Purchase Price, if now in or on the Property, unless rented, including the
             following: all buildings; landscaping; attached smart home devices; attached security systems; lighting fixtures and their shades and
             bulbs; ceiling fans; hardware for draperies and curtains; window shades and blinds; built-in kitchen appliances, including garbage
             disposal and drop-in ranges; wall to wall carpeting, if attached; all attached mirrors; all attached TV mounting brackets; all attached
             shelving; attached work benches; stationary laundry tubs; water softener; water heater; incinerator; sump pump; water pump and
             pressure tank; heating and air conditioning equipment (window units excluded); attached humidifiers; heating units, including add-on
             heating stoves and heating stoves connected by flue pipe; fireplace screens, inserts, and grates; fireplace doors, if attached; liquid
             heating and cooking fuel tanks; TV antenna and complete rotor equipment; satellite dish and necessary accessories and complete
             rotor equipment; all support equipment for inground pools; screens and storm windows and doors; awnings; installed basketball
             backboard, pole and goal; mailbox; flagpole(s); fencing, invisible inground fencing and all related equipment, including collars;
             detached storage buildings; underground sprinkling, including the pump; installed outdoor grills; all plantings and bulbs; garage door
             opener and control(s); and any and all items and fixtures permanently affixed to the Property; and also includes:
                                                                Refigerator, Range, dishwasher, microwave, dryer, washer




              but does not include:


                                                         1373 Pine St, Muskegon, MI 49442                                                       03/10/2023
                                                 Subject Property Address/Description                                                              Date               Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                          LP
                                                                                                     03/09/23
                                                                                                                             Buyer’s Initials
                                                                                                                                                    LM             Seller’s Initials

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                                                                                                                     West Michigan Regional Purchase Agreement        Page 3 of 6

        11. Heating and Cooking Fuels: Liquid heating and cooking fuels in tanks are included in the sale and will transfer to Buyer at time of
            possession unless usage is metered (in which case it is not included in the sale). Sellers are responsible for maintaining heating and
            cooking liquid fuels at an operational level and shall not permit fuels to fall below 10% in the tank(s) at the time of possession, except
            that the tank(s) may be empty only if now empty. Further, Seller is precluded from removing fuel from tank(s) other than what is
            expended through normal use. Exceptions:
                                                                                            n/a
        12. Assessments (choose one):
            If the Property is subject to any assessments,
                 Seller shall pay the entire balance of any such assessments that are due and payable on or before the day of closing (regardless
                 of any installment arrangements), except for any fees that are required to connect to public utilities.
                 Seller shall pay all installments of such assessments that become due and payable on or before day of closing. Buyer shall assume
                 and pay all other installments of such assessments.
             Seller has an ongoing obligation through the Closing to disclose to the Buyer any known pending assessments, including, but not limited
             to, any mandatory utility connection requirements, and/or benefit charges, and condominium special assessments, that have not been
             previously disclosed in writing to Buyer.
        13. Property Taxes: Seller will be responsible for any taxes billed prior to those addressed below. Buyer will be responsible for all taxes
            billed after those addressed below.
             Buyer is also advised that the state equalized value of the Property, principal residence exemption information and other real property
             tax information is available from the appropriate local assessor’s office. Buyer should not assume that Buyer’s future tax bills on the
             Property will be the same as Seller’s present tax bills. Under Michigan law, real property tax obligations can change significantly when
             property is transferred.
                 No proration.           (Choose one):
                        Buyer                Seller    will pay taxes billed summer                           (year);
                        Buyer                Seller    will pay taxes billed winter                           (year);
                 Calendar Year Proration (all taxes billed or to be billed in the year of the closing). Calendar year tax levies will be estimated, if
                 necessary, using the taxable value and the millage rate(s) in effect on the day of closing, broken down to a per diem tax payment
                 and prorated to the date of closing with Seller paying for January 1 through the day before closing.
                 Fiscal Year Proration - Taxes will be prorated as though they are paid in (choose one):         advance.         arrears.
                 Fiscal Year will be assumed to cover a 12-month period from date billed, and taxes will be prorated to the date of closing. Fiscal
                 year tax levies will be estimated, if necessary, using the taxable value and millage rate(s) in effect on the day of closing, broken
                 down to a per diem tax payment and prorated to the date of closing with Seller paying through the day before closing. Exceptions:

        14. Well/Septic: Within ten (10) days after the Effective Date, (choose one)  Seller or     Buyer will arrange for, at their own expense,
            an inspection of the primary well used for human consumption (including a water quality test for coliform bacteria and nitrates) and
            septic systems in use on the Property. The inspection will be performed by a qualified inspector in a manner that meets county (or
            other local governmental authority, if applicable) protocol.
             If any report discloses a condition unsatisfactory to Buyer, or doesn’t meet county standards that are a condition of sale, Buyer may,
             within three (3) days after Buyer has received the report, by written notice to Seller, either terminate this Agreement and receive a
             refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct those unsatisfactory conditions. If Buyer fails
             to make a written proposal within the above referenced time period, then Buyer will be deemed to have accepted the well/septic as-is.
             Seller will respond in writing within three (3) days to Buyer’s request. If Seller fails to respond or to arrive at a mutually agreeable
             resolution within three (3) days after Seller’s receipt of Buyer’s proposal, Buyer will have three (3) days to provide written notice of
             termination of this Agreement and receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate the contract,
             Buyer will proceed to closing according to the terms and conditions of this Agreement.
            Other:
        15. Inspections & Investigations:
             Inspections: Buyer, or someone selected by Buyer, has the right to inspect the buildings, premises, components and systems, at
             Buyer’s expense. Any damage, misuse, abuse, or neglect of any portion of the Property or premises as a result of inspections will be
             Buyer’s responsibility and expense.
             Investigations: It is Buyer’s responsibility to investigate (i) whether the Property complies with applicable codes and local ordinances
             and whether the Property is zoned for Buyer’s intended use; (ii) whether Buyer can obtain a homeowner’s insurance policy for the
             Property at price and terms acceptable to Buyer; (iii) and whether or not the Property is in a flood zone.
             All inspections and investigations will be completed within ____5 days after the Effective Date. If the results of Buyer’s inspections and
             investigations are not acceptable to Buyer, Buyer may, within the above referenced period, either (a) terminate this Agreement by
             written notice to Seller and receive a refund of Buyer’s Earnest Money Deposit, or (b) make a written proposal to Seller to correct those
             unsatisfactory conditions, which proposal must be in the form of a proposed addendum and must be signed by Buyer in order for it to
             be effective. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be deemed to have
                                                         1373 Pine St, Muskegon, MI 49442                                                       03/10/2023
                                                 Subject Property Address/Description                                                             Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                          LP
                                                                                                     03/09/23
                                                                                                                             Buyer’s Initials       LM             Seller’s Initials

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                                                                                                                      West Michigan Regional Purchase Agreement        Page 4 of 6
            accepted the Property as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s proposal or terminate this
            Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days after Seller’s receipt of
            Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and receive a refund of
            any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day period, Buyer will be deemed
            to accept the Inspections & Investigations and will proceed to closing according to the terms and conditions of this Agreement.
                Buyer has waived all rights under this Inspections & Investigations paragraph.
            Exceptions:                                                             none
        16. Municipal Compliances: Seller will arrange and pay for current certificates of occupancy, sidewalk compliance, and smoke detector
            ordinances, if applicable.
        17. Title Insurance: Seller agrees to convey marketable title to the Property subject to conditions, limitations, reservation of oil, gas and
            other mineral rights, existing zoning ordinances, and building and use restrictions and easements of record. An expanded coverage
            ALTA Homeowner’s Policy of Title Insurance in the amount of the Purchase Price shall be ordered by Seller and furnished to Buyer at
            Seller’s expense, and a commitment to issue a policy insuring marketable title vested in Buyer, including a real estate tax status
            report, will be made available to Buyer within ten (10) days after the Effective Date. If Buyer so chooses, or if an expanded policy is
            not applicable, then a standard ALTA Owners’ Policy of Title Insurance shall be provided.
             If Buyer objects to any conditions, Buyer may, within three (3) days of receipt of the Title Commitment, by written notice to Seller,
             either terminate this Agreement and receive a refund of Buyer’s Earnest Money Deposit, or make a written proposal to Seller to correct
             those unsatisfactory conditions. If Buyer fails to make a written proposal within the above referenced time period, then Buyer will be
             deemed to have accepted the Title Commitment as-is. Seller may negotiate with Buyer, or by written notice to Buyer, accept Buyer’s
             proposal or terminate this Agreement. If Seller fails to respond, or to arrive at a mutually agreeable resolution within three (3) days
             after Seller’s receipt of Buyer’s proposal, Buyer shall have three (3) days to provide written notice of termination of this Agreement and
             shall receive a refund of any applicable Earnest Money Deposit. If Buyer fails to terminate this Agreement within said three (3) day
             period, Buyer will be deemed to accept the Title Commitment as-is and will proceed to closing according to the terms and conditions
             of this Agreement. Exceptions:
                                                                                            none
        18. Property Survey: Broker advises that Buyer should have a survey performed to satisfy Buyer as to the boundaries of the Property
            and the location of improvements thereon.
                 Buyer or     Seller (choose one) shall within ten (10) days of the Effective Date, order, at their expense, a boundary survey with iron
              corner stakes showing the location of the boundaries, improvements and easements in connection with the Property. Upon receipt of
              the survey, Buyer will have three (3) days to review the survey. If the survey shows any condition, in Buyer’s sole discretion, which
              would interfere with Buyer’s intended use of the Property, the marketability of the title, or zoning non-compliance, then Buyer may,
              within said three (3) day period, terminate this Agreement, in writing, and Buyer will receive a full refund of Buyer’s Earnest Money
              Deposit.
                No survey. Buyer has waived all rights under this paragraph.
             When closing occurs, Buyer shall be deemed to have accepted the boundaries of the Property and the location of such improvements
             thereon. Exceptions:

        19. Home Protection Plan: Buyer and Seller have been informed that home protection plans may be available. Such plans may provide
            additional protection and benefit to the parties. Exceptions:

        20. Prorations: Rent; association dues/fees, if any; insurance, if assigned; interest on any existing land contract, mortgage or lien
            assumed by Buyer; will all be adjusted to the date of closing. For the purposes of calculating prorations, it is presumed that Seller
            owns the Property through the day before closing.
        21. Closing: If agreeable to Buyer and Seller, the sale will be closed as soon as closing documents are ready, but not later than
                          4/20/23             . An additional period of fifteen (15) days will be allowed for closing to accommodate the correction of
            title defects or survey problems which can be readily corrected, or for delays in obtaining any lender required inspections/repairs. During
            this additional period, the closing will be held within 5 days after all parties have been notified that all necessary documents have been
            prepared. Buyer and Seller will each pay their title company closing fee, if applicable, except in the case of VA financing where Seller
            will pay the entire closing fee. Exceptions:

        22. Pre-Closing Walk-Through: Buyer (choose one)                     reserves        waives the right to conduct a final walk-through of the
            Property within three (3) days of the scheduled closing date. The purpose of the walk-through is to determine that the Property is in
            a substantially similar condition as of the Effective Date, any contractually agreed upon items have been fulfilled, and that any included
            personal property is still located at the Property. Buyer shall immediately report to Seller any objections to these conditions and Buyer’s
            requested corrective action.
        23. Possession: Seller will maintain the Property in its present condition until the completion of the closing of the sale. Possession to be
            delivered to Buyer, subject to rights of present tenants, if any.
                At the completion of the closing of the sale.
                At                a.m.     p.m. on the                     day after completion of the closing of the sale, during which time Seller


                                                         1373 Pine St, Muskegon, MI 49442                                                        03/10/2023
                                                 Subject Property Address/Description                                                              Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023
                                                                                                        LP
                                                                                                      03/09/23
                                                                                                    4:57 PM EST
                                                                                                                              Buyer’s Initials
                                                                                                                                                     LM             Seller’s Initials

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                                dtlp.us/UsI5-GXPk-8TKh



                                                                                                                      West Michigan Regional Purchase Agreement        Page 5 of 6
             will have the privilege to occupy the Property and hereby agrees to pay Buyer $                                             as an occupancy
             fee for this period payable at closing, WITHOUT PRORATION. Payment shall be made in the form of cash or certified funds.
             If Seller fails to deliver possession to Buyer on the agreed date, Seller shall become a tenant at sufferance and shall pay to Buyer as
             liquidated damages $             200        per day plus all of the Buyer’s actual reasonable attorney's fees incurred in removing the Seller
             from the Property.
             If Seller occupies the Property after closing, Seller will pay all utilities during such occupancy. Buyer will maintain the structure and
             mechanical systems at the Property. However, any repairs or replacements necessitated by Seller’s misuse, abuse, or neglect of any
             portion of the Property will be Seller’s responsibility and expense.
             On the agreed delivery date, Seller shall deliver the Property free of trash and debris and in broom-clean condition, shall remove all
             personal property (unless otherwise stated in this or an additional written agreement), shall make arrangements for final payment on
             all utilities, and shall deliver all keys to Buyer. Exceptions:

        24. Earnest Money Deposit: For valuable consideration, Buyer gives Seller until                              5pm                        (time) on
                         03/13/2023             (date), to deliver the written acceptance of this offer and agrees that this offer, when accepted by
            Seller, will constitute a binding Agreement between Buyer and Seller. An Earnest Money Deposit in the amount of $                    500
            shall be submitted to                                   ATA National Title Group                               (insert name of broker, title
            company, other) within 72 hours of the Effective Date of this Agreement, and shall be applied against the Purchase Price. If the Earnest
            Money Deposit is not received within 72 hours of the Effective Date or is returned for insufficient funds, Seller may terminate this
            Agreement until such time as the Earnest Money Deposit is received. If Seller terminates this Agreement under this provision, Seller
            waives any claim to the Earnest Money Deposit. If the sale is not closed due to a failure to satisfy a contingency for a reason other
            than the fault of Buyer, the Earnest Money Deposit shall be refunded to Buyer. If the sale is not closed as provided in this Agreement
            and Buyer and Seller do not agree to the disposition of the Earnest Money Deposit, then Buyer and Seller agree that the Broker holding
            the Earnest Money Deposit may notify Buyer and Seller, in writing, of Broker’s intended disposition of the Earnest Money Deposit. If
            Buyer and Seller do not object to such disposition in writing within fifteen (15) days after the date of Broker’s notice, they will be deemed
            to have agreed to Broker’s proposed disposition; if either Buyer or Seller object and no mutually agreeable disposition can be
            negotiated, Broker may deposit the funds by interpleader with a court of proper jurisdiction or await further actions by Buyer and Seller.
            In the event of litigation involving the deposit, in whole or in part, either the Seller or the Buyer that is not the prevailing party, as
            determined by the court, will reimburse the other for reasonable attorneys’ fees and expenses incurred in connection with the litigation,
            and will reimburse the Broker for any reasonable attorneys’ fees and expenses incurred in connection with any interpleader action
            instituted. If the entity holding the Earnest Money Deposit is not the Broker, then to the extent that the terms of any escrow agreement
            conflict with this paragraph, then the terms and conditions of the escrow agreement shall control.
        25. Professional Advice: Broker hereby advises Buyer and Seller to seek legal, tax, environmental and other appropriate professional
            advice relating to this transaction. Broker does not make any representations or warranties with respect to the advisability of, or the
            legal effect of this transaction. Buyer further acknowledges that REALTOR® above named in the Agreement hereby recommends to
            Buyer that an attorney be retained by Buyer to pass upon the marketability of the title and to ascertain that the required details of the
            sale are adhered to before the transaction is consummated. Buyer agrees that Buyer is not relying on any representation or statement
            made by Seller or any real estate salesperson (whether intentionally or negligently) regarding any aspect of the Property or this sale
            transaction, except as may be expressly set forth in this Agreement, a written amendment to this Agreement, or a disclosure statement
            separately signed by Seller.
        26. Disclosure of Information: Buyer and Seller acknowledge and agree that the Purchase Price, terms, and other details with respect
            to this transaction (when closed) are not confidential, will be disclosed to REALTORS® who participate in the applicable Multiple Listing
            Service, and may otherwise be used and/or published by that Multiple Listing Service in the ordinary course of its business.
        27. Other Provisions:
                                                           New build walk through and repairs at least 2 weeks before closing




        28. Mergers and Integrations: This Agreement is the final expression of the complete agreement of Buyer and Seller, and there are no
            oral agreements existing between Buyer and Seller relating to this transaction. This Agreement may be amended only in writing signed
            by Buyer and Seller and attached to this Agreement.
        29. Fax/Electronic Distribution and Electronic Signatures: Buyer and Seller agree that any signed copy of this Agreement, and any
            amendments or addendums related to this transaction, transmitted by facsimile or other electronic means shall be competent evidence
            of its contents to the same effect as an original signed copy. Buyer and Seller further agree that an electronic signature is the legal
            equivalent of a manual or handwritten signature, and consent to use of electronic signatures. Buyer and Seller agree that any notice(s)
            required or permitted under this Agreement may also be transmitted by facsimile or other electronic means.
        30. Wire Fraud: Seller and Buyer are advised that wire fraud is an increasingly common problem. If you receive any electronic

                                                         1373 Pine St, Muskegon, MI 49442                                                        03/10/2023
                                                 Subject Property Address/Description                                                              Date                Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023
                                                                                                        LP
                                                                                                      03/09/23
                                                                                                    4:57 PM EST
                                                                                                                              Buyer’s Initials       LM             Seller’s Initials

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                                dtlp.us/UsI5-GXPk-8TKh



                                                                                                                      West Michigan Regional Purchase Agreement                         Page 6 of 6
             communication directing you to transfer funds or provide nonpublic personal information (such as social security numbers, drivers’
             license numbers, wire instructions, bank account numbers, etc.), even if that electronic communication appears to be from the
             Broker, Title Company, or Lender, DO NOT reply until you have verified the authenticity of the email by direct communication with
             Broker, Title Company, or Lender. DO NOT use telephone numbers provided in the email. Such requests may be part of a scheme
             to steal funds or use your identity.
        31. Buyer’s Approval and Acknowledgment: Buyer approves the terms of this offer and acknowledges receipt of a copy of this offer.

             Buyer 1 Address                                                                             X        Lindsey Peacock                                                            Buyer
                                                                                                                                                                     dotloop verified
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                                                                                                                                                                     3KLQ-O1CO-XIGA-SO2O




             Buyer 1 Phone: (Res.)                                  (Bus.)                                                               Lindsey Peacock
                                                                                                                         Print name as you want it to appear on documents.

             Buyer 2 Address                                                                             X                                                                                   Buyer
             Buyer 2 Phone: (Res.)                                  (Bus.)
                                                                                                                         Print name as you want it to appear on documents.


        32. Seller’s Response: The above offer is approved:                     As written.    As written except:




             Counteroffer, if any, expires                                       , at                     (time). Seller has the right to withdraw this
             counteroffer and to accept other offers until Seller or Seller’s Agent has received notice of Buyer’s acceptance.
        33. Certification of Previous Disclosure Statement: Seller certifies to Buyer that the Property is currently in the same condition as
            disclosed in the Seller’s Disclosure Statement dated                          (choose one): Yes No.
            Seller agrees to inform Buyer in writing of any changes in the content of the disclosure statement prior to closing.
        34. Notice to Seller: Seller understands that consummation of the sale or transfer of the Property described in this Agreement will not
            relieve Seller of any liability that Seller may have under the mortgages to which the Property is subject, unless otherwise agreed to by
            the lender or required by law or regulation. Buyer and Seller are advised that a Notice to Seller & Buyer of Underlying Mortgage form
            is available from the respective agents via the West Michigan REALTOR® Boards.
       35. Listing Office Address:3265 Walker Ave NW, Suite D, Grand Rapids, MI                                         Listing Broker License # 6506015435
             Listing Agent Name:                                Mariana Murillo VanDam                                   Listing Agent License # 6506015435

        36. Seller’s Approval and Acknowledgment: Seller approves the terms of this Agreement and acknowledges receipt of a copy. If Seller’s
            response occurs after Buyer’s offer expires, then Seller’s response is considered a counteroffer and Buyer’s acceptance is required
            below.
                                                                            LeighAnn Mikesell
                                                                                                                              dotloop verified

            X (Seller’s Signature, Date, Time):
                                                                                                                              03/16/23 12:06 PM EDT
                                                                                                                              HRFB-K9IR-EJ6X-7PGO


                              LeighAnn Mikesell                                              Is Seller a U.S. Citizen or Resident Alien? Yes        No*
                                Print name as you want it to appear on documents.

             X (Seller’s Signature, Date, Time):
                                                                                                                      Is Seller a U.S. Citizen or Resident Alien?                 Yes          No*
                                Print name as you want it to appear on documents.
             Seller’s Address:                                                          Seller’s Phone (Res.)                                      (Bus)
                 * If Seller(s) is not a U.S. Citizen or Resident Alien, there may be tax implications and Buyer and Seller are advised to seek professional advice.


        37. Buyer’s Receipt/Acceptance: Buyer acknowledges receipt of Seller’s response to Buyer’s offer. In the event Seller’s response
            constitutes a counteroffer, Buyer accepts said counteroffer. All other terms and conditions in the offer remain unchanged.


             X (Buyer’s Signature, Date, Time):

             X (Buyer’s Signature, Date, Time):

        38. Seller’s Receipt: Seller acknowledges receipt of Buyer’s acceptance of counter offer.
             X (Seller’s Signature, Date, Time):

             X (Seller’s Signature, Date, Time):

                                                         1373 Pine St, Muskegon, MI 49442                                                        03/10/2023
                                                 Subject Property Address/Description                                                              Date                                     Time
         ©Copyright, West Michigan REALTOR® Associations
         Revision Date 1/2023                                                                           LP
                                                                                                      03/09/23
                                                                                                                              Buyer’s Initials
                                                                                                                                                      LM                           Seller’s Initials

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                           Agenda Item Review Form
                            Muskegon City Commission

    Regular Meeting Date: March 28, 2023               Title: Arena Solar Power Purchase Agreement

    Submitted By: Dan VanderHeide                      Department: DPW and Arena

    Brief Summary: Charthouse Energy proposes, with financial backing by Sunwealth, LLC, to place
    solar panels on the roof the Trinity Health Arena and sell the energy to the City under a Power
    Purchase Agreement (PPA) to reduce the City’s energy costs over the 25 year life of the system.

    Detailed Summary & Background:
    This item was discussed at the July, 2020 work session and the April 27th, 2021 regular meeting
    before being approved in a prior format at the June 8th, 2021 meeting. Due to tax issues, it was
    then rescinded at the June 14th, 2022 meeting. The tax issues have been resolved due to
    additional incentives being available under the IIJA, so a new financier (Sunwealth, LLC) has
    agreed to take the project on.
    The updated proposal was reviewed with the Commission at the February 13, 2023 Work Session
    meeting. After positive feedback and a legal review of the Power Purchase Agreement (PPA) by
    Matthew Greenberg of Miller Canfield (at the recommendation of City Attorney John Schrier, as Mr.
    Greenberg assisted the City in developing the 2021 rescinded agreement), staff is pleased to
    present the proposal and PPA for formal adoption by the City Commission. Both are attached.

    Goal/Focus Area/Action Item Addressed: Sustainability in Financial Practices & Infrastructure

    Amount Requested: $0                                Amount Budgeted: $0

    Fund(s) or Account(s): N/A                          Fund(s) or Account(s): N/A

    Recommended Motion: Enter into a 25 Year Power Purchase Agreement contract with Sunwealth,
    LLC to purchase power at a reduced cost from a solar generating facility installed on the Trinity
    Health Arena roof, and authorize the Manager to sign.

    Approvals:                                                           Guest(s) Invited / Presenting
    Immediate Division Head         Information Technology
                                                                         Yes
    Other Division Heads            Communication
    Legal Review                                                         No


    For City Clerk Use Only:
    Commission Action:


Packet Page 35
        Trinity Health Arena 449kW Rooftop Solar Energy Proposal
        Chart House Energy (CHE) is excited for the opportunity to partner with The City of Muskegon
        Trinity Health Arena in pursuing the installation and implementation of a solar energy production
        array. Solar PV projects provide power for the building, offsetting both energy usage and some
        peak power usage. The system consists of solar panels, non-penetrating racking, inverters, and
        wiring. They can also include roof membrane (solar platform), and electrical infrastructure
        related to the installation of the system. The proposed system details are:
                • Total 449kW roof mount solar system utilizing approximately 1,152 solar panels.
                • LED lighting replacement can be added to the project for additional savings.
                • The total investment to be made by an investor or Chart House Energy is
                    $1,164,142.
                • Clean, renewable solar energy will provide nearly 25% of The City of Muskegon
                    Trinity Health Arena’s electricity at ZERO UPFRONT COST to The City of
                    Muskegon Trinity Health Arena.
                • Partnering with Chart House Energy on this solar proposal means that The
                    City of Muskegon Trinity Health Arena will create job training for local
                    individuals to help with project installation.
                • Living wage jobs created in the construction field.
                • Environmental stewardship and marketing to surrounding communities and state
                    representatives.
                • CHE designs, builds, installs, owns, monetizes the tax benefits (unless The City of
                    Muskegon Trinity Health Arena has a private investor), operates, and maintains the
                    roof and solar system. All panels and parts will be American-made and Michigan-
                    made where possible. All engineering and labor will come from Michigan and be as
                    local as possible.
                • Installation of solar will demonstrate The City of Muskegon Trinity Health Arena’s
                    dedication to our community and clean, renewable solar energy.
                • In this option, The City of Muskegon Trinity Health Arena has no responsibility for
                    operations and maintenance of the solar system and if there ever is a need to
                    maintain the roof CHE will remove panels at no cost.
                 •   Over $645,000 of Total Electric Savings over 25 years from Solar
                     Installation with ZERO OUT OF POCKET COST to The City of Muskegon
                     Trinity Health Arena.
                 •   Chart House Energy will guarantee and pay any difference in cost if the
                     PPA rate and costs exceed the utility savings.
                 •   There is no PPA cost escalation in the PPA rate, protecting the City
                     against fluctuations in utility rates.




        1310 Eleventh Street, Muskegon, MI 49441   231.224.6153   www.charthouseenergy.com

Packet Page 36
                                     PV System Production vs. Historical Consumption
                     350,000

                     300,000

                     250,000

                     200,000

                     150,000

                     100,000

                      50,000

                          -
                               Jan   Feb   Mar    Apr         May            Jun             Jul      Aug   Sep      Oct        Nov   Dec
                                                    Historical Consumption         Solar Production




        Community Impacts for The City of Muskegon Trinity Health Arena:

        We believe installing solar in communities offers more than just emission free power production.
        It improves communities, one job at a time. We use solar to help create permanent jobs. As part
        of our project development, we will work with The City of Muskegon Trinity Health Arena to hire
        local unemployed or under-employed people. Chart House Energy will train them to be solar
        installers and once the projects are complete, The City of Muskegon Trinity Health Arena can
        help them get jobs in the solar industry or other construction jobs. Additionally, solar will add a
        marketing potential for The City of Muskegon Trinity Health Arena by showing their commitment
        to clean and renewable energy.

        Solar installation will bring further environmental benefits to The City of Muskegon
        Trinity Health Arena. We partner with SolarEdge, a solar monitoring system which tracks your
        reduction in emissions and accumulated total solar energy produced It also tracks The City of
        Muskegon Trinity Health Arena’s economic and environmental savings from the system’s
        production. As some consider environmental values a large motivator for installing solar PV,
        The City of Muskegon Trinity Health Arena’s decision to move forward with solar installation will
        add to the overall community impact. We are excited to partner with The City of Muskegon
        Trinity Health Arena on this next step. Installing solar PV will provide invaluable benefits to The
        City of Muskegon Trinity Health Arena and we believe will be lifechanging for community
        members.




                                                                                                                  Page 2 of 4
Packet Page 37
                 New Electricity Mix


                                       Solar
                                        25%




                 Utility
                  75%




                                               Page 3 of 4
Packet Page 38
                                        CUSTOMER SAVINGS SUMMARRY – PPA

            Trinity Health Arena
             449.3 kW Solar project



            Investment

                        Total Project             $   1,164,142


                        Customer Contribution$                 - Building integrated cost into solar system


            Savings

                        Annual total Electric bill (without solar)
                                               Cost of electricity offset by solar
                                                             Power Purchase from solar
                                                                          Annual saving from solar
                 2023 $                  58,004 $        0.1130 $        0.1150 /kWh
                                                           3.2%            0.0% Annual Index

                 2024                             $      59,860 $        60,930 $       (1,070)
                 2025                             $      61,480 $        60,638 $          842
                 2026                             $      63,142   $      60,347   $     2,795
                 2027                             $      64,850   $      60,057   $     4,793
                 2028                             $      66,604   $      59,769   $     6,835
                 2029                             $      68,405   $      59,482   $     8,923
                 2030                             $      70,256   $      59,197   $    11,059
                 2031                             $      72,156   $      58,912   $    13,243
                 2032                             $      74,107   $      58,630   $    15,478
                 2033                             $      76,112   $      58,348   $    17,763
                 2034                             $      78,170   $      58,068   $    20,102
                 2035                             $      80,284   $      57,789   $    22,495
                 2036                             $      82,456   $      57,512   $    24,944
                 2037                             $      84,686   $      57,236   $    27,450
                 2038                             $      86,976   $      56,961   $    30,015
                 2039                             $      89,329   $      56,688   $    32,641
                 2040                             $      91,745   $      56,416   $    35,329
                 2041                             $      94,226   $      56,145   $    38,081
                 2042                             $      96,775   $      55,875   $    40,899
                 2043                             $      99,392   $      55,607   $    43,785
                 2044                             $     102,080   $      55,340   $    46,740
                 2045                             $     104,841   $      55,075   $    49,766
                 2046                             $     107,677   $      54,810   $    52,866
                 2047                             $     110,589   $      54,547   $    56,042
                 2048                             $     113,580   $      54,285   $    59,295

                                                                                  $   661,111 25 year savings


            Chart House Energy will guarantee and pay any difference in cost if the PPA rate and costs exceed the utility savings.




                                                                                                                     Page 4 of 4
Packet Page 39
                               Power Purchase Agreement
                                      Sunwealth LLC
                                              And
                                    City of Muskegon
                                2067 Massachusetts Avenue, Suite 540

                                       Cambridge, MA, 02140

                                        Main: 617-752-7322




     40253870.1/063684.00052

Packet Page 40
                                  POWER PURCHASE AGREEMENT

             This POWER PURCHASE AGREEMENT (this “Agreement”) is made and entered into
     as of _________[__], 2023 (the “Effective Date”) by and between Sunwealth LLC, a Delaware
     limited liability company (“Seller”), and the City of Muskegon, Michigan (“Purchaser”). Each
     of Seller and Purchaser are sometimes referred to as a “Party” and collectively as the “Parties.”

                                                 RECITALS

            WHEREAS, Seller intends to build, own and operate a photovoltaic solar electrical
     generation system on the Premises that is described in detail in Exhibit B (the “System,” as further
     defined in Exhibit A of this Agreement); and

               WHEREAS, the Premises are owned by the City of Muskegon, Michigan (“Host”); and

             WHEREAS, Host and Seller are parties to that certain Rooftop System Site Lease
     Agreement dated of even date herewith (the “Site Lease”), pursuant to which Host has leased to
     Seller the Premises (as defined in the Site Lease) and granted to Seller certain easements over,
     across, through, under, about and on the Premises for the installation, maintenance, and operation
     of the System;

            WHEREAS, Seller desires to generate, sell and deliver to Purchaser, and Purchaser desires
     to purchase and receive from Seller, all electricity that may be generated by the System for the
     Term of this Agreement (as defined in Article 2, below) and otherwise on the terms and subject to
     the conditions set forth herein; and

             NOW, THEREFORE, in consideration of the promises and the mutual covenants and
     agreements herein contained, and other good and valuable consideration, the receipt and
     sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

                                               AGREEMENT

     1.       DEFINITIONS

             1.1      DEFINITIONS AND RULES OF INTERPRETATION. Unless otherwise
     required by the context in which any term appears: (a) capitalized terms used in this Agreement
     shall have the meanings specified in this Exhibit A; (b) the singular shall include the plural and
     vice versa; (c) references to "articles", "sections", "schedules", "annexes", "appendices' or
     "exhibits", if any, shall be to Articles, Sections, Schedules, Annexes, Appendices or Exhibits
     hereof; (d) all references to a particular entity shall include a reference to such entity's successors
     and permitted assigns; (e) the words "herein," "hereof' and "hereunder" shall refer to this
     Agreement as a whole and not to any particular Article or subparagraph hereof; (f) all accounting
     terms not specifically defined herein shall be construed in accordance with generally accepted
     accounting principles in the United States of America, consistently applied; (g) the words
     "include," "includes" and "including" mean include, includes and including "without limitation;"
     (h) references to this Agreement shall include a reference to all appendices, annexes, schedules
     and exhibits hereto as the same may be amended, modified, supplemented or replaced from time
     to time; and (i) the masculine shall include the feminine and neuter and vice versa.

     40253870.1/063684.00052

Packet Page 41
     2.       INITIAL TERM; ADDITIONAL TERMS; TERMINATION; END OF TERM

             2.1     Contract Term. The Contract Term of this Agreement shall commence on the
     Effective Date and, unless sooner terminated in accordance with the terms hereof, shall continue
     until a date that is twenty-five (25) years from the first day of the month following the month in
     which the Commercial Operation Date of the System occurs (the “Expiration Date”).

             2.2     Additional Terms. Not less than sixty (60) days before the Expiration Date of the
     then current Contract Term or Additional Term, the Parties may agree to extend the Agreement
     for up to two (2) additional terms of five (5) years each (each, an "Additional Term"). If the Parties
     agree to extend the Contract Term for an Additional Term, this Agreement shall continue in full
     force and effect pursuant to the terms and conditions set forth herein, except that the Energy Rate
     to be applicable during such Additional Term will be set at a rate that is no higher than fifteen
     percent (15%) lower than the all-inclusive average rate paid by Purchaser for electricity and
     delivery of electricity from both (if applicable) the Utility and any retail suppliers supplying
     electricity to Purchaser as of the date that the Additional Term commences (the "Utility Rate").
     The Energy Rate shall be reset on each annual anniversary of such Additional Term’s Effective
     Date thereafter, based on the then-current all-inclusive rate paid by Purchaser for electricity and
     delivery of electricity.

            2.3     Early Termination. Either Party shall have the right, but not the obligation, to
     terminate this Agreement (in whole or in part) prior to the Expiration Date only upon the
     occurrence of:

                          (a)   an unstayed order of a court or administrative agency having the effect of
                                subjecting the sales of Energy Output to federal or state regulation of prices
                                and/or service;

                          (b)   the termination of a Lease by its terms and conditions for any reason prior
                                to the Expiration Date; or

                          (c)   In the event that the Notice to Proceed Date has not occurred within one
                                year of the Effective Date, either Party may terminate this Agreement upon
                                thirty (30) days’ written notice to the other party delivered at any time prior
                                to the actual Notice to Proceed Date; provided, however, that the foregoing
                                date shall be extended on a day-for-day basis for any Force Majeure
                                occurring after the Effective Date and prior to the Notice to Proceed Date.

              2.4     End of Term. In the event Purchaser declines to exercise its Purchase Option
     provided in Article 7 of this Agreement, in connection with the final Purchase Option during the
     Contract Term, then, at least thirty (30) days before the expiration of the Contract Term, the Parties
     shall, if desired, use commercially reasonable efforts to negotiate and document an extension of
     the Contract Term.

            2.5      Obligations upon Termination, Early Termination or Expiration. If Purchaser does
     not exercise its option to purchase the Systems pursuant to Article 7 or terminates the Agreement
     pursuant to Article upon the expiration or termination of this Agreement, Seller shall remove the
     System from the Site at Seller's expense within one hundred eighty (180) days of that expiration
                                                          2                               Proprietary and Confidential
     40253870.1/063684.00052

Packet Page 42
     or termination. In such event, Seller shall remove the Systems and restore the Sites in accordance
     with Good Industry Practices.

             2.6     System Removal. At the conclusion of the Contract Term, if the Purchaser does not
     exercise its right to purchase the System, or in the event the Parties fail to reach agreement
     regarding an extension of the Agreement, then Seller shall, within one hundred eighty (180) days
     after the date of expiration of the Contract Term, remove the System from the Premises, provided
     that Seller shall not be required to remove electrical wiring or infrastructure, or any portion of the
     System below grade level. Other than as specifically provided otherwise herein or in the Site Lease,
     the removal of the System shall be at the cost of Seller.

     3.       PURCHASE AND SALE OF ENERGY.

             3.1     Sale of Energy. Beginning on the Commercial Operation Date for the System, and
     subject to the terms and conditions of this Agreement, Seller shall sell to Purchaser and Purchaser
     shall purchase from Seller all of the Energy, as and when the same is produced, at the Energy Price
     in effect at the time of delivery as identified in Exhibit D. Subject to any provision of this
     Agreement, Seller shall deliver the Energy to the Delivery Point, and Purchaser shall accept the
     Energy so delivered for the full Contract Term.

                          (a)   If, for any reason, Purchaser’s electric requirements are less than the
                                System’s Energy Output, Purchaser shall accept all Energy produced by
                                System pursuant to the terms of this Agreement. To the extent permitted by
                                law, Purchaser may deliver any excess Energy to the Utility in accordance
                                with the Net Metering Rules or Net Metering Agreement entered with the
                                Utility. Seller shall provide reasonable assistance to Purchaser in arranging
                                and coordinating such deliveries or exchanges; provided, that Seller shall
                                not be responsible for any necessary third-party costs.

                          (b)   To the extent that Purchaser’s electricity requirements exceed the System’s
                                Energy Output, Purchaser shall purchase such excess electricity from
                                Utility. Purchaser acknowledges that this Agreement is in no way intended
                                to replace Purchaser’s Utility electrical service. Such service shall remain
                                Purchaser’s primary source of electricity and, subject to Reliability
                                requirements of Section 4.9, no minimum level of Energy production is
                                guaranteed by Seller hereunder. Purchaser shall be responsible for all tariffs,
                                applicable taxes, penalties, ratcheted demand or similar charges assessed by
                                Utility for transmission and distribution service and other services
                                necessary to meet its full energy requirements.

                          (c)   The estimated production of the System is set forth in Exhibit C (“Estimated
                                Production”). Purchaser shall be entitled to utilize the entire Energy Output
                                of the System; provided, however, that subject to the System Reliability
                                requirements of Section 4.9, Seller shall not be required to deliver a
                                minimum amount, or any other specific quantity, of Energy from the
                                System. Anything herein to the contrary notwithstanding, there is no


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                                guarantee that Purchaser will realize any energy cost savings as result of
                                this Agreement or the purchase of Energy from the System.

                          (d)   Following the Commercial Operation Date, in the event the System fails to
                                generate any Energy for ninety (90) consecutive days for reasons other than
                                Force Majeure, system upgrades pursuant to Section 4.7, Purchaser’s breach
                                of this Agreement or Host’s breach of the Site Lease (an “Unexcused
                                Outage”) then, beginning on the 91st day and for each subsequent
                                consecutive day of an Unexcused Outage, Seller will pay the Purchaser on
                                a monthly basis in arrears the positive difference, if any, between the Energy
                                Rate Purchaser would have paid for Energy Output for the System and the
                                Utility Rate of the quantities of Energy Output that Purchaser obtains to
                                replace the estimated energy output that would have been achieved. Utility
                                generated electricity realized over the prior six months until the end of such
                                Unexcused Outage. Subject to Sections 2.4 and 2.5, this Section shall be
                                Purchaser’s sole and exclusive remedy for any Unexcused Outage. In the
                                Event the System fails to generate Energy for three hundred sixty (360)
                                consecutive days, then either Party may terminate this Agreement upon
                                thirty (30) days’ written notice to the other Party delivered at any time prior
                                to the date on which the System resumes generating Energy. Termination
                                under this Section shall not constitute Early Termination or Breach on
                                behalf of the Purchaser.

                          (e)   THE PARTIES AGREE THAT IT WOULD BE EXTREMELY
                                DIFFICULT OR IMPRACTICABLE UNDER THE PRESENTLY
                                KNOWN AND ANTICIPATED FACTS AND CIRCUMSTANCES TO
                                ASCERTAIN AND FIX THE AMOUNT OF ACTUAL DAMAGES
                                THAT WOULD BE SUFFERED DUE TO UNEXCUSED OUTAGES,
                                INCLUDING THOSE LASTING MORE THAN 180 DAYS.
                                THEREFORE, THE PARTIES ACKNOWLEDGE THAT THE
                                AMOUNTS DESCRIBED IN SECTION 3.1(d) ARE A FAIR AND
                                REASONABLE DETERMINATION OF THE AMOUNT OF DAMAGES
                                WHICH WOULD BE SUFFERED BY PURCHASER FOR UNEXCUSED
                                OUTAGES, AND THAT SUCH AMOUNTS DO NOT CONSTITUTE A
                                PENALTY.

              3.2       Environmental Attributes and Incentives.

                          (a)   Environmental Attributes. Seller shall have all right, title, and interest in
                                and to all Environmental Attributes attributed to the System. At Seller’s
                                expense, Purchaser agrees to cooperate with Seller in any applications for
                                Environmental Attributes related to the System.

                          (b)   Environmental Incentives. Seller shall have all right, title, and interest in
                                and to all Environmental Incentives attributed to the System. Any
                                Environmental Incentive attributed to the System that is initially credited or
                                paid to Purchaser shall be assigned by Purchaser to Seller without delay. At

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                                Seller’s expense, Purchaser agrees to cooperate with Seller in any
                                applications for Environmental Incentives related to the System.

                          (c)   Purchaser Assistance with Environmental Attributes and Incentives.
                                Purchaser shall promptly assist and cooperate with Seller in acquiring and
                                maintaining in effect all necessary permits and approvals for the System
                                from Governmental Authorities relating to Environmental Attributes and
                                Incentives. If informed by Seller, Purchaser shall comply with all laws,
                                regulations and rules relating to acquiring and maintaining Environmental
                                Attributes and Environmental Incentives. Purchaser shall deliver to Seller
                                copies of any documentation related thereto that is required by law to be in
                                the name or physical control of Purchaser. Seller shall reimburse Purchaser
                                for its reasonable and necessary third-party costs incurred in relation to
                                Purchaser’s assistance with such matters.

                          (d)   Impairment of Environmental Attributes and Incentives. Purchaser shall
                                not take any intentional action or suffer any omission that would have the
                                effect of reducing or impairing the value to Seller of the Environmental
                                Attributes and Environmental Incentives. Acknowledging that Purchaser is
                                not an expert in Environmental Attributes and Incentives, Purchaser shall
                                use commercially reasonable efforts to seek counsel and advice from an
                                expert when engaging in any matter that could reasonable be perceived as
                                affecting the Systems, and to promptly notify Seller of any event, action or
                                omission that could have the effect of reducing or impairing the value of the
                                Environmental Attributes and Environmental Incentives. Upon the
                                occurrence of any such event, action or omission, Purchaser shall consult
                                with Seller as necessary to prevent reduction or impairment of the value of
                                Environmental Attributes and Environmental Incentives.

             3.3    Estimated Purchaser Savings. Purchaser acknowledges that the Calculation of
     Estimated Benefits is solely an estimate of the ongoing costs and benefits that Purchaser may
     anticipate. Purchaser specifically acknowledges that the Calculation is an estimate based upon
     several variables that may change, resulting in a change in the amount and nature of the benefits.

     4.       THE SYSTEM.

              4.1     Installation, Operation, and Maintenance of the System. Seller shall be responsible
     for the installation, operation, and maintenance of the System in a manner consistent with the Site
     Lease. If the supply of Energy from the System is interrupted as a result of malfunction or other
     shutdown, Seller shall use commercially reasonable efforts to remedy such interruption. Both
     Parties shall comply with all applicable laws and regulations relating to the operation of the System
     and the generation and sale of Energy, including obtaining and maintaining in effect all relevant
     approvals and permits.

              4.2       Interconnection with Utility.

                          (a)   The System will be interconnected by the Utility with the electrical grid.

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                          (b)   RESERVED

                          (c)   Seller shall have sole responsibility for resolving any disputes with Utility
                                regarding the amount of energy production from the System, and shall also
                                have sole discretion over any such resolution.

                          (d)   Purchaser shall be solely responsible for resolving any disputes with Utility
                                regarding the rate applied to Energy production and the amount paid by
                                Utility to Purchaser, as defined and governed by the applicable tariff. Any
                                conflict between the terms of this Agreement and the Tariff shall be
                                resolved in favor of the tariff.

                          (e)   Seller agrees and acknowledges that this Agreement represents the
                                agreement between the Parties with respect to the interconnection of the
                                Systems to the Purchaser's Electrical System, and for Energy to flow from
                                the System to the applicable Point of Delivery. Seller shall, at no cost to
                                Purchaser, apply for and pay all application fees associated with the
                                interconnection of the System to Purchaser's Electrical System at the Site.
                                Seller shall also be responsible to procure and pay for all equipment
                                necessary to interconnect the System to Purchaser's Electrical System.

                          (f)   Purchaser agrees and acknowledges that Purchaser shall be responsible to
                                pay for costs related to the interconnection between Purchaser and the
                                Utility’s Electrical System, including (a) any upgrades to Purchaser's
                                Premises or the Utility's distribution system that are necessary for
                                interconnection and (b) the costs of any studies that may be required by the
                                Utility with respect to such upgrades.

             4.3    Maintenance of Health and Safety. Seller shall take all reasonable safety
     precautions with respect to the operation, maintenance, repair, and replacement of the System and
     shall comply with all applicable health and safety laws, rules, regulations, and permit requirements.
     If Seller becomes aware of any circumstances relating to the Premises or the System that creates
     an imminent risk of damage or injury to any Person or any Person’s property (and, should
     Purchaser become aware of such circumstances, Purchaser shall promptly notify Seller with
     respect thereto), Seller shall take prompt action to prevent such damage or injury and shall
     promptly notify Purchaser. Such action may include disconnecting and removing all or a portion
     of the System, or suspending the supply of Energy to Purchaser.

              4.4     Assistance with Permits and Licenses. Upon Seller’s request, Purchaser shall assist
     and cooperate with Seller, to acquire and maintain approvals, permits, and authorizations or to
     facilitate Seller’s compliance with all applicable laws and regulations related to the construction,
     installation, operation, maintenance, and repair of the System, including providing any building
     owner or occupant authorizations, signing and processing any applications for permits, local utility
     grid interconnection applications and utility easements, and rebate applications as are required by
     law to be signed by Purchaser. Purchaser shall also deliver to Seller copies of any necessary
     approvals, permits, rebates, or other financial incentives that are required by law in the name or


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     physical control of Purchaser. Seller shall reimburse Purchaser for reasonable and necessary third-
     party costs incurred by Purchaser in relation to Purchaser’s assistance with such matters.

             4.5     Commercial Operation Date. Seller shall use commercially reasonable efforts to
     cause the installation of the System to be completed and to achieve a Commercial Operation Date
     on or before December 31, 2023 (the "Target COD"). In the event that the Systems has not
     achieved Commercial Operation Dates on or before the Target COD, the Seller will pay the
     Purchaser on a monthly basis in arrears the positive difference, if any, between the Energy Rate
     Purchaser would have paid for Energy Output for the System and the Utility Rate of the quantities
     of Energy Output that Purchaser obtains to replace the estimated energy output that would have
     been achieved" measured on a daily basis from the Target COD date until the Commercial
     Operation Date for the subject System. The Parties may agree to amend this Agreement to revise
     the Target COD (the "Revised Target COD"). In the event that the System has not achieved the
     Commercial Operation Date on or before the Revised Target COD, the Parties may, in their
     discretion, negotiate to amend this Agreement to further revise the Target COD, along with any
     other provisions of this Agreement affected by the failure to achieve the Commercial Operation
     Date on or before the Revised Target COD. Seller shall deliver notice to Purchaser (5) days prior
     to the occurrence of the Commercial Operation Date.

                         (a)   Conditions to Commercial Operation. Seller will notify Purchaser in writing
                               when the System has achieved Commercial Operation. This notification
                               shall provide documented evidence of the satisfaction or occurrence of all
                               of the conditions set forth in this Section 4.5 (the “Conditions") and shall
                               include a declaration by Seller to that effect. In the event of a dispute
                               regarding the Commercial Operation Date, such dispute will be resolved
                               subject to Section 16.2. The Conditions are:

                               (i)     The System is capable of delivering Energy Output to the Point of
                                       Delivery;

                               (ii)    Seller has provided a list of the System’s major equipment, showing
                                       the make, model and nameplate capacity of such equipment, and has
                                       certified the nameplate capacity of the System;

                               (iii)   The System has, if applicable, demonstrated the reliability of its
                                       communications systems; and

                               (iv)    Seller has certified that all permits, consents, licenses, approvals,
                                       and authorizations required to be obtained by Seller from any
                                       Governmental Authority or Utility to operate the System in
                                       compliance with applicable law and this Agreement have been
                                       obtained and are in full force and effect and that Seller is in
                                       compliance with the terms and conditions of this Agreement in all
                                       material respects.




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            4.6     Notice of Damage. Purchaser shall promptly notify Seller of any physical
     conditions or other circumstances of which Purchaser becomes aware that indicate there has been
     or might be damage to or loss of the use of the System or that could reasonably be expected to
     adversely affect the System. Failure to provide notice under this Section 4.6 shall not be a material
     breach of this Agreement.

            4.7     System Upgrades. At any time, following notice to Purchaser, Seller may upgrade
     the System; provided that the upgraded System complies with this Agreement and applicable laws
     and, provided further, that if any System upgrade would increase the annual Estimated Production
     by more than ten percent (10%) percent, then Seller shall obtain Purchaser’s prior written consent
     before performing the System upgrade. In order to perform any System upgrades, Seller may
     disconnect the System and interrupt Energy deliveries, provided that Seller shall complete such
     upgrades and re-connect the System within 180 days of commencing the upgrades.

             4.8    Site and System Maintenance and Repair. Site System Maintenance and Repair
     obligations are detailed in the Site Lease.

             4.9    System Reliability. Beginning on the Commercial Operation Date, and continuing
     through the end of the Term, the System’s Energy Output capacity shall be not less than eighty-
     five percent (85%) of the Estimated Production identified in Exhibit B (the "Guaranteed Minimum
     Generating Capacity"), as measured over any three (3) consecutive Commercial Operation Years
     (the "Energy Measurement Period"), for any reason other than (i) Purchaser's breach of its
     obligations under this Agreement or the Lease, (ii) a System upgrade or Downgrade that has been
     agreed to in writing, or (iii) a Force Majeure event. In the event the Energy Output delivered to
     Purchaser over any Energy Measurement Period is less than the Guaranteed Minimum Generating
     Capacity for such period, then Seller shall, within fifteen (15) days following the end of such
     Energy Measurement Period, pay to Purchaser an amount equal to the product of (A) the difference
     between the Guaranteed Minimum Generating Capacity and the actual Energy Output delivered,
     and (B) the difference, if any, between Purchaser's average Utility Rate over such Energy
     Measurement Period minus the applicable Contract Price for such period.

     5.       PAYMENT

            5.1     Consideration for Energy Delivered. As consideration for the delivery of Energy
     by Seller, Purchaser shall pay for Energy delivered hereunder at the applicable Energy Price.

             5.2     Invoicing. Seller shall be responsible for reading the Electric Metering Devices at
     the end of each calendar month. Seller shall invoice Purchaser for Energy on a monthly basis.
     Seller shall deliver each invoice within thirty (30) Business Days after the end of each monthly
     billing period. Each invoice shall set out the amount of Energy delivered in kWh during such
     billing period, the then-applicable Energy Price, and the total amount then due to Seller, including
     any taxes assessed on the sale of Energy to Purchaser, offsets for amounts due from Seller to
     Purchaser pursuant to Section 3.1, and credits due to Purchaser under Section 3.2 . The amount
     due shall be prorated for any partial month during the Contract Term. Such invoice shall include
     sufficient detail so that Purchaser can reasonably confirm the accuracy of the invoice including,
     among other details, beginning and ending meter readings. Purchaser shall pay the amount due to


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     Seller on a net forty-five (45) basis after receipt of each invoice. Payments not made within 45
     days of receipt of Seller’s invoice shall be subject to interest at the Interest Rate until paid.

             5.3     Disputed Amounts. A Party may in good faith dispute the accuracy of any invoice
     (or any adjustment to any invoice) under this Agreement at any time within thirty (30) days
     following the receipt of the invoice (or invoice adjustment). In the event of such a dispute, such
     Party shall nonetheless pay the full amount of the applicable invoice or invoice adjustment on the
     applicable payment due date, except as expressly provided otherwise elsewhere in this Agreement,
     and to give written notice of the objection to the other Party. Any required refund following
     resolution of such dispute shall be made within five (5) Business Days after final resolution thereof,
     together with interest accrued at the Interest Rate from the original payment due date to the date
     refunded.

              5.4   Books and Records. To facilitate payment and verification, each Party shall
     maintain all books and records necessary for billing and payments, including copies of all invoices
     under this Agreement, for a period of at least two (2) years, and Seller shall grant Purchaser
     reasonable access to those books, records, and data at the principal place of business of Seller.
     Purchaser may examine such books and records relating to transactions under, and administration
     of, this Agreement, at any time during the period the records are required to be maintained, upon
     request with reasonable notice and during normal business hours, however not more than once per
     year.

             5.5     Change in Law. The Parties acknowledge and agree that the Energy Price is based
     on assumptions related to the availability to the Seller of the Environmental Incentives. In the
     event of the elimination or alteration of one of more Environmental Incentives or any other change
     in law that results in a material adverse economic impact on Seller in respect to this Agreement,
     the Parties shall work in good faith to amend this Agreement within thirty (30) Business Days after
     such elimination or alteration as may be reasonably necessary to restore the allocation of economic
     benefits and burdens contemplated hereunder by the Parties. If the Parties fail to enter into such
     an amendment by the end of such thirty (30) Business Day period, Seller may terminate this
     Agreement without penalty, and Seller shall remove the System from the Premises within one
     hundred eighty (180) days of such termination.

     6.       DELIVERY; CURTAILMENT; INSOLATION; METERING.

             6.1     Delivery. The System Point of Delivery shall be at the point of connection, as
     depicted on Exhibit B. Seller shall deliver Energy Output hereunder in the form of three-phase
     sixty-cycle alternating current at or exceeding the quality standards of the Utility. Seller shall bear
     the risk of electric losses up until the Point of Delivery and shall be responsible for costs required
     to deliver the Energy Output to the Point of Delivery, but shall not be bear any risk of loss after
     the Energy Output has been delivered to the Point of Delivery.

             6.2     Purchaser's Failure to Accent Delivery. On and after the Commercial Operation
     Date, if, there exists no breach or default by Seller under this Agreement and Purchaser fails to
     accept all or any amount of the Energy Output for the applicable System for any reason other than
     an event of Force Majeure, such event shall constitute a Purchaser Curtailment and be treated in
     accordance with Section 6.3, below.

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              6.3       Curtailment.

                          (a)   Each Party shall have the right to request curtailment of Energy Output
                                upon sufficient prior written notice, and Energy Output shall be curtailed
                                pursuant to such request. The Parties agree that each Party will be allotted
                                four (4) four (4) hour curtailments per Commercial Operation Year for any
                                reason (the "Curtailment Allotment'). The Parties agree that if the number
                                or duration exceed the Curtailment Allotment during periods when one
                                Party invokes such curtailment option (i) the requesting Party shall be
                                liable for Liquidated Damages in the manner set forth below; and (ii) Seller
                                shall have no right to remarket the Energy Output that is curtailed. Subject
                                to the provisions set forth in the Lease with respect to a relocation of a
                                System, the remedy provided in this Section 6.3 shall be the sole and
                                exclusive remedy of Seller for any such voluntary curtailment requested
                                by Purchaser. Seller will have no obligation to reimburse Purchaser if the
                                Curtailment Allotment is not used and the Parties agree there will be no
                                carry forward from one year to the next.

                          (b)   If Seller exceeds its Curtailment Allotment, it shall pay the Purchaser on a
                                monthly basis in arrears the positive difference, if any, between the Energy
                                Rate Purchaser would have paid for Energy Output for the System and the
                                Utility Rate of the quantities of Energy Output that Purchaser obtains to
                                replace the estimated energy output that would have been achieved.

                          (c)   If Purchaser exceeds its Curtailment Allotment, it shall pay the Seller on a
                                monthly basis in arrears an amount equal to the average Energy Output of
                                the prior three months, prorated for the duration of the exceeded
                                Curtailment Allotment.

              6.4       Electric Metering Devices.

                          (a)   Metering of Delivery. Seller shall measure the amount of Energy supplied
                                to Purchaser at the Delivery Point using a commercially available, revenue-
                                grade metering system. Such meter shall be installed and maintained at
                                Seller’s cost. Purchaser shall cooperate with Seller to enable Seller to have
                                reasonable access to the meter as needed to inspect, repair, and maintain
                                such meter. At Seller’s option, the meter may have standard industry
                                telemetry and/or automated meter reading capabilities to allow Seller to
                                read the meter remotely. If Seller elects to install telemetry allowing for
                                remote reading, Purchaser shall allow for the installation of necessary
                                communication lines and shall reasonably cooperate in providing access for
                                such installation. The meter shall be kept under seal, such seal to be broken
                                only when the meter is to be tested, adjusted, modified, or relocated. In the
                                event that either Party breaks a seal, such Party shall notify the other Party
                                as soon as practicable.



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                          (b)   Back-Up Metering. Either Purchaser or Seller may elect to install and
                                maintain, at the installing Party’s own expense, backup metering devices
                                ("Back-Up Metering") in addition to the Electric Metering Devices, which
                                installation and maintenance shall be performed in a manner acceptable to
                                Purchaser. The installing Party, at its own expense, shall inspect and test
                                Back-Up Metering upon installation and at least annually thereafter. The
                                installing Party shall provide the other Party with reasonable advance notice
                                of, and permit a representative of such Party to witness and verify, such
                                inspections and tests, provided, however, that such Party shall not
                                unreasonably interfere with or disrupt the activities of the installing Party
                                and shall comply with all applicable safety standards. Upon request, the
                                installing Party shall perform additional inspections or tests of Back-Up
                                Metering and shall permit a qualified representative of the other Party to
                                inspect or witness the testing of Back-Up Metering, provided, however, that
                                such other Party shall not unreasonably interfere with or disrupt the
                                activities of the installing Party and shall comply with all applicable safety
                                standards. The actual expense of any such requested additional inspection
                                or testing shall be borne by the Party requesting the test, unless, upon such
                                inspection or testing, Back-Up Metering is found to register inaccurately by
                                more than the allowable limits established in this Article, in which event the
                                expense of the requested additional inspection or testing shall be borne by
                                the installing Party. If requested in writing, the installing Party shall provide
                                copies of any inspection or testing reports to the requesting Party.

                          (c)   Net Metering. Seller shall deliver all Energy Output generated by the
                                System to Purchaser at the applicable Delivery Point. Purchaser shall be
                                responsible for delivery of any Energy Output generated by the System that
                                is not consumed by Purchaser at the Site pursuant to the then applicable
                                Utility net metering requirements. Seller shall provide reasonable assistance
                                to Purchaser in applying for and establishing the Utility net metering
                                agreements that may be necessary. Purchaser shall reimburse Seller for its
                                reasonable and necessary third-party costs incurred in relation to Seller’s
                                assistance with such matters.

                          (d)   Meter Verification. On each of the fifth, tenth, fifteenth and twentieth
                                anniversaries of the Commercial Operation Date, or earlier at Seller’s
                                discretion, Seller shall test the meter and provide copies of any related test
                                results to Purchaser. The tests shall be conducted by a qualified independent
                                third party. Seller shall notify Purchaser seven (7) days in advance of each
                                such test, and shall permit Purchaser to be present during such tests. If a
                                meter is inaccurate, Seller shall promptly cause the meter to be repaired or
                                replaced. If a meter is accurate or inaccurate by two percent (2%) or less,
                                then Purchaser shall pay the costs of the meter testing. If a meter is
                                inaccurate by more than two percent (2%), then Seller shall pay for the costs
                                of the meter testing. If a meter is inaccurate by more than two percent (2%)
                                and the duration of such inaccuracy is known, then prior invoices shall be
                                adjusted accordingly and any amounts owed to Purchaser shall be credited

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                               against future invoices for Energy deliveries. If a meter is inaccurate by
                               more than two percent (2%) and it is not known when the meter inaccuracy
                               commenced, then prior invoices shall be adjusted for the amount of the
                               inaccuracy on the basis that the inaccuracy persisted during the twelve-
                               month period preceding the test and any amounts owed to Purchaser shall
                               be credited against future invoices for Energy deliveries.

     7.       OPTION TO PURCHASE SYSTEM.

             7.1     Grant of Purchase Option. Seller hereby grants to Purchaser the right and option to
     purchase all of the Seller’s right, title, and interest in and to the System on the terms set forth herein
     (“Purchase Option”). Purchaser may exercise the Purchase Option on either the sixth (6th), tenth
     (10th), fifteenth (15th) or twentieth (20th) anniversary of the Commercial Operation Date, or
     simultaneously with the termination of this Agreement (collectively, the “Purchase Option
     Dates”), provided that no Purchaser Event of Default, or any event which with the passage of time
     will become a Purchaser Event of Default, has then occurred and is ongoing.

             7.2     Determination of Purchase Price. Purchaser may, on or at any time within thirty
     (30) days before each Purchase Option Date, request a determination of the purchase price under
     the Purchase Option (the “Purchase Price”). The Purchase Price shall be the fair market value of
     the System, as determined by an independent appraiser retained by the Parties (the “Independent
     Appraiser”). The Independent Appraiser shall be an individual who is a member of a national
     accounting, engineering or energy consulting firm qualified by education, experience, and training
     to determine the value of solar generating facilities of the size and age and with the operational
     characteristics of the System, and who specifically has prior experience valuing solar energy
     generating facilities. The Independent Appraiser shall be reasonably acceptable to both Seller and
     Purchaser. Except as may be otherwise agreed by the Parties, the Independent Appraiser shall not
     be (or within three (3) years before his or her appointment have been) a director, officer, or an
     employee of, or directly or indirectly retained as consultant or adviser to, either of the Parties or
     their respective Affiliates. The fair market value assessment of the System shall consider, among
     other things, the income and savings associated with the System for the remaining portion of the
     Contract Term, the terminal value of the assets and the System’s past and projected performance.
     The Independent Appraiser shall make a determination of the Purchase Price within thirty (30)
     days of appointment (the “Price Determination”). Upon making the Price Determination, the
     Independent Appraiser shall provide a written notice thereof to both Seller and Purchaser, along
     with all supporting documentation detailing the method of calculation of the Purchase Price.
     Except in the event of fraud or manifest error, the Price Determination shall be a final and binding
     determination of the fair market value. If Purchaser wishes to exercise the Purchase Option
     following the Price Determination, it shall deliver an exercise notice to Seller within ten (10) days
     of receipt of the Price Determination (the “Exercise Period”). Any such exercise notice shall be
     irrevocable once delivered. If Purchaser does not exercise the Purchase Option during the Exercise
     Period, then the Price Determination shall be null and void, and Purchaser may not request a new
     determination of the Purchase Price until the next Purchase Option Date. Each Price
     Determination by an Independent Appraiser shall be at Purchaser’s expense.

           7.3    Terms and Date of System Purchase. Unless agreed to in writing, the Parties shall
     consummate the sale of the System to Purchaser no later than forty-five (45) days following

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     Purchaser’s exercise of the Purchase Option. On the effective date of such sale (the “Transfer
     Date”) (a) Seller shall surrender and transfer to Purchaser all of Seller’s right, title, and interest in
     and to the System and shall retain all liabilities, Environmental Attributes, Environmental
     Incentives, and profits arising from or relating to the System that arose prior to the Transfer Date;
     (b) Purchaser shall pay the Purchase Price to Seller in readily available funds, and shall assume all
     liabilities arising from or relating to the System as of and after the Transfer Date; (c) Purchaser
     shall pay all amounts due under this Agreement for Energy delivered hereunder; and (d) both the
     Seller and the Purchaser shall (i) execute and deliver a bill of sale and assignment of contract
     rights, together with such other conveyance and transaction documents as are reasonably required
     to fully transfer and vest title to the System in Purchaser, and (ii) deliver ancillary documents,
     including releases, resolutions, certificates, third-party consents and approvals, and such similar
     documents as may be reasonably necessary to complete and conclude the sale of the System to
     Purchaser. The purchase and sale of the System shall be on an “as-is, where-is” basis, and Seller
     shall not be required to make any warranties or representations with regard to the System, but
     Seller shall, to the extent reasonably possible, transfer or assign to Purchaser all manufacturer and
     third-party warranties with respect to the System or any part thereof. Purchaser shall pay all
     transaction and closing costs associated with exercise of the Purchase Option.

     8.       TITLE AND RISK OF LOSS.

             8.1     Title. Seller shall at all times retain title to and be the legal and beneficial owner
     of the System, and the System shall remain the personal property of Seller and shall not attach to
     or be deemed a part or fixture of the Premises. Seller may file one or more precautionary financing
     statements in jurisdictions it deems appropriate with respect to the System in order to protect its
     rights in the System.

            8.2    Risk of Loss. Seller shall bear the risk of loss for the System, except to the extent
     caused by the breach by Purchaser of its obligations under this Agreement, the Site Lease or the
     gross negligence or intentional misconduct of Purchaser or its invitees.

              8.3       System Casualty.

                          (a)   If the System is materially damaged or destroyed prior to the fifteenth (15th)
                                anniversary of the Commercial Operation Date (as defined in this
                                Agreement), the Seller shall be obligated to repair or replace the System to
                                produce Electric Output in substantially the same amount and quality as
                                produced by the System immediately before the damage or destruction.

                          (b)   If the System is materially damaged or destroyed on or after the fifteenth
                                (15th) anniversary of the Commercial Operation Date (as defined in this
                                Agreement), then Seller may, but shall not be obligated to, repair or replace
                                the System to produce electricity in substantially the same amount and
                                quality as produced by the System immediately before the damage or
                                destruction. If Seller elects not to repair or replace the System, then this
                                Lease shall terminate in part with respect to such affected System or portion
                                thereof. If Seller does not repair or replace the System, or portion thereof, it
                                shall remove what remains of the System and restore the Premises to a

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                                condition that is reasonable similar to the condition prior to System
                                installation.

                          (c)   If Seller elects to repair or replace the System, Seller shall undertake such
                                repair or replacement as quickly as practicable. If Seller elects to terminate
                                this Agreement, the termination shall be effective immediately upon
                                delivery of the notice under this Section 8.3.

                          (d)   Seller shall under all circumstances be entitled to all insurance proceeds
                                with respect to the System and Purchaser shall under all circumstances be
                                entitled to all insurance proceeds with respect to the Premises.

     9.       FORCE MAJEURE.

            9.1    Force Majeure. To the extent either Party is prevented by an event of Force Majeure
     from performing its obligations under this Agreement, such Party shall be excused from the
     performance of its obligations under this Agreement, provided that:

                         (a)    The Party claiming Force Majeure shall use commercially reasonable
                                efforts to eliminate or avoid the Force Majeure and resume performing its
                                obligations; provided, however, that neither Party is required to settle any
                                strikes, lockouts or similar disputes except on terms acceptable to such
                                Party, in its sole discretion;

                         (b)    The non-claiming Party shall not be required to perform or resume
                                performance of its obligations to the claiming Party corresponding to the
                                obligations of the claiming Party excused by Force Majeure;

                         (c)    The suspension of performance is of no greater scope and of no longer
                                duration than is required;

                         (d)    the non-performing Party proceeds with reasonable diligence to remedy its
                                inability to perform and provides weekly progress reports to the other Party
                                describing actions taken to end the Force Majeure;

                         (e)    when the non-performing Party is able to resume performance of its
                                obligations under this Agreement that Party shall give the other Party
                                written notice to that effect; and

                         (f)    Notwithstanding the foregoing, no Party may claim relief by reason of Force
                                Majeure from a simple requirement to pay money due hereunder.

             9.2     Notice. In the event of any delay or nonperformance resulting from an event of
     Force Majeure, the Party suffering the event of Force Majeure shall, as soon as practicable, notify
     the other Party in writing of the nature, cause, date of commencement thereof and the anticipated
     extent of any delay or interruption in performance; provided, however, that a Party’s failure to give
     timely notice shall not affect such Party’s ability to assert Force Majeure unless and to the extent
     that the delay in giving notice prejudices the other Party.

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              9.3    Limitations on Effect of Force Majeure. In no event will any delay or failure of
     performance caused by any conditions or events of Force Majeure extend this Agreement beyond
     its stated Term. ln the event that any delay or failure of performance caused by conditions or events
     of Force Majeure continues for an uninterrupted period of three hundred sixty-five (365) days from
     its occurrence or inception, as noticed pursuant to Section 9.2, the Party not claiming Force
     Majeure may, at any time following the end of such three hundred sixty-five (365) day period,
     terminate this Agreement to the extent of the Force Majeure upon written notice to the affected
     Party, without further obligation by either Party except as to costs and balances incurred prior to
     the effective date of such termination. In the event of a Force Majeure event that extends beyond
     such three hundred sixty-five (365) day period, the Parties may mutually agree to extend the period
     beyond three hundred sixty-five (365) days.

     10.      RIGHTS AND OBLIGATIONS OF PURCHASER.

             10.1 Purchaser Access. To the extent authorized by this Agreement and any applicable
     Lease, Seller shall provide Purchaser with reasonable access to the System at all reasonable times
     with reasonable prior written notice for purposes of maintaining any equipment which is owned or
     otherwise the responsibility of Purchaser under this Agreement; provided, however, that Purchaser
     shall comply with Seller's written safety guidelines and risk management procedures, copies of
     which shall be provided to Purchaser by Seller upon request.

              10.2 Site Lease. As of the Effective Date hereof, Purchaser and Seller have entered into
     an Site Lease for access to, on, over, under and across each of the Sites for the purposes of: (a)
     installing, constructing, operating, owning, maintaining, accessing, removing and replacing the
     System; (b) performing all of Seller's obligations and enforcing all of Seller's rights set forth in
     this Agreement; and (c) installing, using and maintaining electric lines and equipment, including
     inverters and meters, necessary to interconnect the System to Purchaser's Electrical System at the
     Site and/or to the Utility's electric distribution system or that otherwise may from time to time be
     useful or necessary in connection with the construction, installation, operation, maintenance or
     repair of the System. Seller shall notify Purchaser prior to entering a Site as may be required in
     accordance with the terms of the Lease. During the Lease Term, Purchaser shall not interfere with
     Seller's rights under the Lease and shall take all commercially reasonable steps to prevent any third
     parties from interfering with such rights. Purchaser agrees that Seller, upon request to Purchaser,
     may record a memorandum of Lease in the land records respecting the Lease in form and substance
     reasonably acceptable to the Parties.

     11.      ADDITIONAL COVENANTS.

             11.1 Liens. Purchaser shall not directly or indirectly cause, create, incur, assume or
     suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien),
     charge, security interest, encumbrance or claim on or with respect to the System or any portion
     thereof. If Purchaser breaches it obligations under this Section 11.1, it shall promptly notify Seller
     in writing, shall promptly cause any lien to be discharged and released of record without cost to
     Seller, and shall, to the limited extent permissible under State of Michigan Law, indemnify Seller
     against all claims, losses, costs, damages, and expenses, including reasonable attorneys’ fees,
     incurred in discharging and releasing such lien.


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             11.2 Additional Purchaser Financial Information. If requested by Seller, Purchaser shall
     deliver within one hundred-eighty (180) days following the end of each fiscal year, a copy of
     Purchaser’s annual report containing audited consolidated financial statements with footnotes for
     such fiscal year. In all cases such financial statements shall be for the most recent accounting
     period and prepared in accordance with generally accepted accounting principles consistently
     applied; provided, however, that if any such financial statements are not available on a timely basis
     due to a delay in preparation or certification, such delay shall not by itself constitute a Purchaser
     Event of Default so long as Purchaser diligently pursues the preparation, certification and delivery
     of the statements. [NTD – adjust for unaudited or public entity financial reporting]

            11.3 Performance Assurance; Downgrade Event. If at any time Seller, in its sole
     judgment, determines that Purchaser’s or Purchaser’s Performance Assurance provider’s
     creditworthiness or performance under this Agreement has or will become unsatisfactory, or if
     Purchaser or Purchaser’s Performance Assurance provider experiences a Downgrade Event, then
     Seller may by written notice require Purchaser to provide Performance Assurance within fifteen
     (15) Business Days. Purchaser shall obtain and maintain such Performance Assurance, unless
     otherwise agreed upon by Seller in writing.

     12.      REPRESENTATIONS AND WARRANTIES.

             12.1 Representations and Warranties of Purchaser. Purchaser represents and warrants
     to Seller that:

                          (a)   Purchaser has the requisite legal capacity to enter into this Agreement and
                                fulfill its obligations hereunder, that the execution and delivery by it of this
                                Agreement and the performance by it of its obligations hereunder have been
                                duly, and that, subject to compliance with and obtaining all required
                                governmental approvals under any applicable regulatory laws or regulations
                                governing the sale or delivery of Energy, the entering into of this Agreement
                                and the fulfillment of its obligations hereunder does not contravene any law,
                                statute or contractual obligation of Purchaser;

                          (b)   This Agreement constitutes Purchaser’s legal, valid and binding obligation
                                enforceable against it in accordance with its terms, except as may be limited
                                by applicable bankruptcy, insolvency, reorganization, moratorium, and
                                other similar laws now or hereafter in effect relating to creditors’ rights
                                generally;

                          (c)   No suit, action or arbitration, or legal administrative or other proceeding is
                                pending or has been threatened against the Purchaser that would have a
                                material adverse effect on the validity or enforceability of this Agreement
                                or the ability of Purchaser to fulfill its commitments hereunder, or that could
                                result in any material adverse change in the business or financial condition
                                of Purchaser;

                          (d)   No governmental approval (other than any governmental approvals which
                                have been previously obtained) is required in connection with the due

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                                authorization, execution and delivery of this Agreement by Purchaser or the
                                performance by Purchaser of its obligations hereunder which Purchaser will
                                be unable to obtain in due course; and

                          (e)   The public entity financial reporting statements of Purchaser for the most
                                recent three calendar years, together with any unaudited interim financial
                                statements of Purchaser, (i) have each been prepared in accordance with
                                generally accepted accounting principles consistently applied throughout
                                the respective periods covered thereby, except as otherwise expressly noted
                                therein; and (ii) present fairly and accurately the financial condition of
                                Purchaser as of the dates thereof and results of its operations for the periods
                                covered thereby. Purchaser further represents and warrants to Seller that
                                since the date of the most recent of the above-referenced financial
                                statements, there has been no material adverse change in Purchaser’s
                                financial condition, business, operations or prospects.

            12.2 Representations and Warranties of Seller.               Seller represents and warrants to
     Purchaser that:

                          (a)   Seller has the requisite corporate, partnership or limited liability company
                                capacity to enter into this Agreement and fulfill its obligations hereunder,
                                that the execution and delivery by it of this Agreement and the performance
                                by it of its obligations hereunder have been duly authorized by all requisite
                                action of its stockholders, partners or members, and by its board of directors
                                or other governing body, and that, subject to compliance with and obtaining
                                all required governmental approvals under any applicable regulatory laws
                                or regulations governing the sale or delivery of Energy, the entering into of
                                this Agreement and the fulfillment of its obligations hereunder does not
                                contravene any law, statute or contractual obligation of Seller;

                          (b)   this Agreement constitutes Seller’s legal, valid and binding obligation
                                enforceable against it in accordance with its terms, except as may be limited
                                by applicable bankruptcy, insolvency, reorganization, moratorium, and
                                other similar laws now or hereafter in effect relating to creditors' rights
                                generally;

                          (c)   No suit, action or arbitration, or legal administrative or other proceeding is
                                pending or has been threatened against the Seller that would have a material
                                adverse effect on the validity or enforceability of this Agreement or the
                                ability of Seller to fulfill its commitments hereunder, or that could result in
                                any material adverse change in the business or financial condition of Seller;
                                and

                          (d)   Neither the System nor any of Seller’s services provided to Purchaser
                                pursuant to this Agreement infringe on any third party’s intellectual
                                property or other proprietary rights.


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     13.      DEFAULTS/REMEDIES.

            13.1 Seller Event of Default. Each of the following events shall constitute a “Seller
     Event of Default”:

                          (a)   Seller fails to pay to Purchaser any amount when due under this Agreement
                                and such failure remains uncured for ten (10) Business Days following
                                notice of such failure to Seller; or

                          (b)   Seller materially breaches any other term of this Agreement (i) if such
                                breach is capable of being cured within thirty (30) days after Purchaser’s
                                notice to Seller of such breach and Seller has failed to cure the breach within
                                such thirty (30) day period, or (ii) if Seller has diligently commenced work
                                to cure such breach but that breach is not capable of cure within such thirty
                                (30) day period, Seller may request a further one hundred fifty (150) day
                                period (such aggregate period not to exceed one hundred eighty (180) days
                                from the date of Purchaser’s notice) to cure the breach.

                          (c)   Seller making a general assignment of its assets that is not in accordance
                                with the terms of this Agreement (Excepting any general assignment for the
                                benefit of creditors that is explicitly permitted by this Agreement);

                          (d)   Seller’s dissolution, liquidation or filing of a voluntary petition in
                                bankruptcy or insolvency or for reorganization or arrangement under the
                                bankruptcy laws of the United States or under any insolvency act of any
                                state, or after the filing of a case in bankruptcy or any proceeding under any
                                other insolvency law against the Seller, the Seller’s failure to obtain a
                                dismissal of such filing within sixty (60) calendar days after the date of such
                                filing;

                          (e)   Any express representation or warranty furnished by Seller in connection
                                with this Agreement was false or misleading in any material respect when
                                made, unless the fact, circumstance or condition that is the subject of such
                                representation or warranty is made true within thirty (30) calendar days after
                                the Purchaser has given the Seller written notice thereof; provided,
                                however, that if the fact, circumstance or condition that is the subject of
                                such representation or warranty cannot be corrected within thirty (30)
                                calendar days; or if such fact circumstance or condition being otherwise
                                than as first represented does not materially adversely affect the Purchaser,
                                then Seller shall have additional time, but in any event not longer than
                                ninety (90) days, to cure the default if it commences in good faith within
                                such thirty (30) calendar day cure period to correct the fact, circumstance
                                or condition that is the subject of such representation or warranty and it
                                diligently and continuously proceeds with all due diligence to correct the
                                fact, circumstance or condition that is the subject of such representation or
                                warranty; or


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                          (f)   A failure to maintain insurance required under this Agreement, which is not
                                corrected within thirty (30) days;

             13.2 Purchaser’s Remedies. If a Seller Event of Default has occurred and is continuing,
     Purchaser may terminate this Agreement by written notice to Seller following the expiration of the
     applicable cure period, and may exercise any other remedy it may have at law or equity, including,
     in the event such Seller Event of Default occurs and is continuing after the sixth (6th) anniversary
     of the Commercial Operation Date, exercising the Purchase Option.

            13.3 Purchaser Event of Default. Each of the following events shall constitute a
     “Purchaser Event of Default”:

                          (a)   Purchaser fails to pay to Seller any amount when due under this Agreement
                                and such breach remains uncured for ten (10) Business Days following
                                notice of such breach to Purchaser;

                          (b)   (i) Purchaser commences a voluntary case under any bankruptcy law;
                                (ii) Purchaser fails to controvert in a timely and appropriate manner, or
                                acquiesces in writing to, any petition filed against Purchaser in an
                                involuntary case under any bankruptcy law; (iii) any involuntary
                                bankruptcy proceeding commenced against Purchaser remains undismissed
                                or undischarged for a period of sixty (60) days; or Purchaser becomes
                                structurally insolvent such that it becomes generally unable to meet its
                                financial obligations as and when they fall due;

                          (c)   Purchaser breaches any of its obligations under the Site Lease;

                          (d)   Purchaser breaches any of its obligations under Section 3.2;

                          (e)   Purchaser fails to secure the release of any lien imposed on the System in
                                violation of Section 11.1 more than 15 days following notice thereof; or

                          (f)   Purchaser breaches any other material term of this Agreement and such
                                breach remains uncured for thirty (30) days following notice of such breach
                                to Purchaser, or such longer cure period as may be agreed to by the Parties.

             13.4 Seller’s Remedies. If a Purchaser Event of Default has occurred and is continuing,
     Seller may terminate this Agreement by written notice to Purchaser following the expiration of the
     applicable cure period. Upon termination of the Agreement by Seller, Purchaser shall pay a
     Termination Payment to Seller equal to the amount set forth in the table attached hereto as Exhibit
     F for the applicable contract year (the “PPA Damages”). Notwithstanding any provision in this
     Agreement to the contrary, if no notice of dispute has been issued within thirty (30 days) in the
     case of a billing dispute or thirty-six (36) months in all other cases after the Seller learns of the
     Dispute (the "Claims Period"), the Dispute and all claims related thereto shall be deemed waived
     and the Seller shall thereafter be barred from proceeding thereon. For purposes of this Section,
     "the Seller learns of the Dispute" when, as to any particular Dispute, it has actual knowledge or
     should have known of the occurrence giving rise to the Dispute and a reasonable belief that the
     Purchaser is at least partially responsible for any damages arising from that occurrence. Any claim

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     reasonably arising out of a claim for which notice of a dispute was timely provided shall not be
     deemed to be waived if "the Seller learns of the Dispute," or a previously undiscovered but related
     liability, at a later date unless the Seller fails to raise the claim within the then reestablished Claims
     Period.

           13.5 Waiver of Consequential Damages. EXCEPT AS SPECIFICALLY PROVIDED
     HEREIN, THE PARTIES AGREE THAT TO THE FULLEST EXTENT ALLOWED BY LAW,
     IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE, WHETHER IN
     CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER
     BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, MULTIPLE, PUNITIVE, EXEMPLARY
     OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OR
     INTERRUPTION OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE
     SYSTEM OR THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE
     FOREGOING, THE PPA DAMAGES SHALL NOT BE CONSIDERED CONSEQUENTIAL
     DAMAGES AND SHALL NOT BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
     SECTION. (REMAINS SUBJECT TO APPROVAL BY THE CITY OF MUSKEGON)

           13.6 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, SELLER’S
     MAXIMUM LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT,
     WARRANTY, INDEMNITY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE)
     SHALL IN NO EVENT EXCEED THE AMOUNT OF THE AGGREGATE PAYMENTS
     MADE AND OR TO BE MADE BY PURCHASER TO SELLER PURSUANT TO SECTION 4
     OF THIS AGREEMENT CALCULATED. (REMAINS SUBJECT TO APPROVAL BY THE
     CITY OF MUSKEGON – THIS INCLUDES NO LIMITATION TO PURCHSER LIABILITY.
     SUGGESTION OF LIMITING PURCHASE LIABILITY TO THE TERMINATION
     PAYMENTS INCLUDED AS APPENDIX F.)

     14.      FINANCING ACCOMMODATIONS.

             14.1 Purchaser Acknowledgment. Purchaser acknowledges that Seller may finance the
     System and that Seller’s obligations may be secured by, among other collateral, a pledge or
     collateral assignment of this Agreement and a security interest in the System. In order to facilitate
     any such financing, with respect to which Seller has notified Purchaser in writing of the identity
     of such person’s offering to provide such financing (each, a “Financing Party”), Purchaser agrees
     as follows:

             14.2 Consent to Collateral Assignment. Seller shall have the right to assign this
     Agreement as collateral for financing or refinancing of the System, and Purchaser hereby consents
     to the collateral assignment by Seller to any Financing Party of Seller’s right, title, and interest in
     and to this Agreement.

             14.3 Financing Party’s Rights Following Default. Notwithstanding any contrary term
     of this Agreement:

                          (a)   Financing Party, as collateral assignee, shall be entitled to exercise, in the
                                place and stead of Seller, any and all rights and remedies of Seller under
                                this Agreement in accordance with the terms of this Agreement. Financing

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                                Party shall also be entitled to exercise all rights and remedies of secured
                                parties generally with respect to this Agreement and the System.

                          (b)   Financing Party shall have the right, but not the obligation, to pay all sums
                                due under this Agreement and to perform any other act, duty, or obligation
                                required of Seller hereunder or cause to be cured any default or event of
                                default of Seller in the time and manner provided by the terms of this
                                Agreement. Nothing herein requires Financing Party to cure any default of
                                Seller (unless Financing Party has succeeded to Seller’s interests) to
                                perform any act, duty, or obligation of Seller, but Purchaser hereby gives
                                Financing Party the option to do so.

                          (c)   Upon the exercise of remedies under its security interest in the System,
                                including any sale thereof by Financing Party, whether by judicial
                                proceeding or under any power of sale, or any conveyance from Seller to
                                Financing Party, Financing Party shall give notice to Purchaser of the
                                transferee or assignee of this Agreement. Any such exercise of remedies
                                shall not constitute a Seller Event of Default.

                          (d)   Upon any rejection or other termination of this Agreement pursuant to any
                                process undertaken with respect to Seller under the United States
                                Bankruptcy Code, at the request of Financing Party made within ninety
                                (90) days of such termination or rejection, Purchaser shall enter into a new
                                power purchase agreement with Financing Party or its assignee on
                                substantially the same terms as this Agreement.

             14.4 Financing Party Cure Rights. Purchaser shall not exercise any right to terminate or
     suspend this Agreement unless Purchaser has given prior written notice to each Financing Party
     of which Purchaser has notice. Purchaser’s notice of an intent to terminate or suspend must specify
     the condition giving rise to such right. Financing Party shall have the longer of thirty (30) days
     and the cure period allowed for a default of that type under this Agreement to cure the condition;
     provided that if the condition cannot be cured within such time but can be cured within the
     extended period, Financing Party may have up to an additional ninety (90) days to cure if Financing
     Party commences to cure the condition within the thirty (30) day period and diligently pursues the
     cure thereafter. Purchaser’s and Seller’s obligations under this Agreement shall otherwise remain
     in effect, and Purchaser and Seller shall be required to fully perform all of their respective
     obligations under this Agreement during any cure period.

             14.5 Continuation Following Cure. If Financing Party or its assignee acquires title to or
     control of Seller’s assets and cures all defaults existing as of the date of such change in title or
     control within the time allowed by Section 14.4, then this Agreement shall continue in full force
     and effect.

             14.6 Notice of Defaults and Events of Default. Purchaser agrees to deliver to each
     Financing Party a copy of all notices that Purchaser delivers to Seller pursuant to this Agreement.
     Seller agrees to deliver to each financing party a copy of all notices the Seller delivers to Purchaser
     pursuant to this Agreement.

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     15.    NOTICES. Any notice required, permitted, or contemplated hereunder shall be in writing
     and addressed to the Party to be notified at the address set forth below or at such other address or
     addresses as a Party may designate for itself from time to time by notice hereunder. Such notices
     may be sent by personal delivery or recognized overnight courier and shall be deemed effective
     upon receipt.


      To Seller:                                            To Purchaser:
      Sunwealth LLC                                         City of Muskegon
      2067 Massachusetts Avenue, Suite 540                  933 Terrace Street
      Cambridge, Massachusetts, 02140                       Muskegon, MI 49440
      Attention: Jonathan Abe, CEO                          Attention: Frank Peterson, City Manager
      Phone: 617-752-7322                                   Phone: 231-724-6724
      Email: [email protected]                         Email: [email protected]


     16.      GOVERNING LAW; DISPUTES.

             16.1 Choice of Law. This Agreement shall be construed in accordance with the laws of
     the State of Michigan, without regard to the conflicts of law principles thereof.

              16.2      Disputes.

                          (a)   Management Negotiations. In the event of any dispute arising under this
                                Agreement (a "Dispute"), within seven (7) days following the delivered date
                                of a written request by either Party (a "Dispute Notice"), (i) each Party shall
                                appoint a representative (individually, a "Party Representative", together,
                                the "Parties' Representatives"), and (ii) the Parties' Representatives shall
                                confer and then meet in person at the primary administrative offices of the
                                Purchaser within fourteen (14) days of delivery of the Dispute Notice if the
                                dispute is not settled prior to that time. The Parties' Representatives shall
                                meet to negotiate and attempt in good faith to resolve the Dispute quickly,
                                informally and inexpensively with the specific goal of reconciling
                                differences and allowing the Parties to continue in this Agreement for the
                                mutual benefit of both Parties. In the event the Parties' Representatives
                                cannot resolve the Dispute within fourteen (14) days after delivery of the
                                Dispute Notice, within fourteen (14) days following any request by either
                                Party at any time thereafter, each Party Representative (I) shall
                                independently prepare a written summary of the Dispute describing the
                                issues and claims, (II) shall exchange its summary with the summary of the
                                Dispute prepared by the other Party Representative, and (III) shall submit a
                                copy of both summaries to a senior officer of the Party Representative with
                                authority to irrevocably bind the Party to a resolution of the Dispute, subject
                                to approval by Purchaser's Board of Education. The senior officers for both
                                Parties shall negotiate in good faith to resolve the Dispute, subject to any
                                required internal approval of any such resolution by the Parties' respective
                                senior management or Board of Education. If the Parties have acted in good

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                                faith and not resolved the Dispute within ninety (90) days after delivery of
                                the Dispute Notice, either Parry may seek legal and equitable remedies.
                                During the pendency of the Parties' attempt to resolve the dispute described
                                in a Dispute Notice, any applicable limitations period, whether by contract
                                or statute, shall be tolled. Seller will not be liable for any damages, including
                                liquidated damages that accrue from the time the Parties reach an agreement
                                to the date of Board of Education action. Nothing in this Agreement shall
                                prevent either Party from pursuing judicial proceedings if (a) good faith
                                efforts to resolve a dispute under these procedures have been unsuccessful,
                                or (b) interim resort to a court of competent jurisdiction is necessary to
                                prevent serious and irreparable injury to a Party or to others.

                          (b)   Jurisdiction and Venue. Should management negotiations fail to resolve any
                                dispute, any Party may initiate dispute resolution proceedings in any state
                                or federal court in the State of Michigan. Each Party agrees to submit to the
                                personal and subject matter jurisdiction of any such court and to waive any
                                challenge it may have to the laying of venue in such location by reason of
                                inconvenient forum or otherwise.

     17.      INDEMNIFICATION.

              17.1 Seller’s Indemnity to Purchaser. Seller shall indemnify, defend, and hold harmless
     Purchaser (including Purchaser’s permitted successors and assigns) and Purchaser’s directors,
     officers, employees, agents and representatives (collectively, “Purchaser Indemnified Parties”)
     from and against any and all third-party claims, losses, costs, damages, and expenses, including
     reasonable attorneys’ fees, incurred by Purchaser Indemnified Parties arising from or relating to
     (i) Seller’s breach of this Agreement, or (ii) Seller’s negligence or willful misconduct. Seller’s
     indemnification obligations under this Section 17.1 shall be subject to the limitations of Section
     17.5, below.

             17.2 Purchaser’s Indemnity to Seller. To the limited extent permissible under Michigan
     law, Purchaser shall indemnify, defend, and hold harmless Seller (including Seller’s permitted
     successors and assigns) and directors, officers, members, shareholders, employees and agents
     (collectively, “Seller Indemnified Parties”) from and against any and all third-party claims, losses,
     costs, damages, and expenses, including reasonable attorneys’ fees, incurred by Seller Indemnified
     Parties arising from or relating to (i) Purchaser’s breach of this Agreement, or (ii) Purchaser’s
     willful misconduct. Purchaser’s indemnification obligations under this Section 17.2 shall be
     subject to the limitations of Section 17.5, below. Nothing herein shall be construed as a waiver of
     the defense of Governmental Immunity or a waiver of statutory or constitutional limitations on
     governmental indemnity.

             17.3 Notice of Claims. Any Party seeking indemnification hereunder (the "Indemnified
     Party") shall deliver to the other Party (the "Indemnifying Party") a written notice describing the
     facts underlying its indemnification claim and the amount of such claim (each such notice a "Claim
     Notice"). Such Claim Notice shall be delivered promptly to the indemnifying Party that an action
     at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim


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     Notice shall not relieve the Indemnifying Party of its obligations under this Article 18, except to
     the extent that such Indemnifying Party has been prejudiced by such failure.

             17.4 Defense of Action. If requested by the Indemnified Party, the Indemnifying Party
     shall assume on behalf of the Indemnified Party, and conduct with due diligence and in good faith,
     the defense of such Indemnified Party with counsel reasonably satisfactory to the Indemnified
     Party; provided, however, that if the Indemnifying Party is a defendant in any such action and the
     Indemnified Party reasonably believes that there may be legal defenses available to it that are
     inconsistent with those available to the Indemnifying Party, the Indemnified Party shall have the
     right to select separate counsel to participate in its defense of such action at the Indemnifying
     Party's expense. If any claim, action, proceeding or investigation arises as to which the indemnity
     provided for in this Article 17 applies, and the Indemnifying Party fails to assume the defense of
     such claim, action, proceeding or investigation after having been requested to do so by the
     Indemnified Party, then the Indemnified Party may, at the Indemnifying Party's expense, contest
     or, with the prior written consent of the Indemnifying Party, which consent shall not be
     unreasonably withheld, settle such claim, action, proceeding or investigation. All costs and
     expenses incurred by the Indemnified Party in connection with any such contest or settlement shall
     be paid upon demand by the Indemnifying Party.

              17.5 Percentage Share of Negligence. It is the intent of the Parties hereto that where
     fault, acts or omissions are determined to be contributory, principles of comparative negligence
     will be followed and each Party shall bear the proportionate cost of any loss, damage, expense and
     liability attributable to that Party's negligence, acts or omissions.

     18.      INSURANCE.

             18.1 Insurance Required. Each Party shall maintain in full force and effect throughout
     the Contract Term, with insurers of recognized responsibility authorized to do business in the State
     in which the System will be located, assigned an A.M. Best rating of no less than A IX, insurance
     coverage in the amounts and types set forth on Exhibit E. Each Party shall, within ten (10) days
     of written request therefor, furnish current certificates of insurance to the other Party evidencing
     the insurance required hereunder.

             18.2 Waiver of Subrogation. Each policy of insurance required hereunder shall provide
     for a waiver of subrogation rights against the other Party, and of any right of the insurers to any
     set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of
     that policy.

              18.3 No Waiver of Obligations. The provisions of this Agreement shall not be construed
     in a manner so as to relieve any insurer of its obligations to pay any insurance proceeds in
     accordance with the terms and conditions of valid and collectable insurance policies. The
     liabilities of the Parties to one another shall not be limited by insurance.

             18.4 Certificates of Insurance. Each Party shall provide the other Party with certificates
     of insurance evidencing coverage within ten (10) days of the effective date of this Agreement and
     at any time thereafter with thirty (30) days’ notice.

     19.      MISCELLANEOUS.
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             19.1 Confidential Information. To the extent permitted by law, if either Party provides
     confidential information, including business plans, strategies, financial information, proprietary,
     patented, licensed, copyrighted or trademarked information, and/or technical information
     regarding the design, operation and maintenance of the System or of Purchaser's business
     ("Confidential Information") to the other or, if in the course of performing under this Agreement
     or negotiating this Agreement a Party learns Confidential Information regarding the facilities or
     plans of the other, the receiving Party shall (a) protect the Confidential Information from disclosure
     to third parties with the same degree of care accorded its own confidential and proprietary
     information, and (b) refrain from using such Confidential information, except in the negotiation
     and performance of this Agreement. Notwithstanding the above, a Party may provide such
     Confidential Information to its, officers, directors, members, managers, employees, agents,
     contactors and consultants (collectively, "Representatives"), and Affiliates, lenders, and potential
     assignees of this Agreement (provided and on condition that such potential assignees be bound by
     a written agreement or legal obligation restricting use and disclosure of Confidential Information),
     in each case whose access is reasonably necessary to the negotiation and/or performance of this
     Agreement. Each such recipient of Confidential Information shall be informed by the Party
     disclosing Confidential information of its confidential nature and shall be directed to treat such
     information confidentially and shall agree to abide by these provisions. ln any event each Party
     shall be liable (with respect to the other Party) for any breach of this provision by any entity to
     whom that Party improperly discloses Confidential Information. The terms of this Agreement (but
     not its execution or existence) shall be considered Confidential Information for purposes of this
     Section 20.1 except as set forth in Section 20.2. All Confidential information shall remain the
     properly of the disclosing Party and shall be returned to the disclosing Party or destroyed after the
     receiving Party's need for it has expired or upon the request of the disclosing Party.

             19.2 Permitted Disclosure. Notwithstanding any other provision in this Agreement,
     neither Party shall not be required to hold confidential any information that (a) becomes publicly
     available other than through the receiving Party, (b) is required to be disclosed to a Governmental
     Authority under applicable law or pursuant to a validly issued subpoena (but a receiving Party
     subject to any such requirement shall promptly notify the disclosing Party of such requirement to
     the extent permitted by applicable law), (c) is independently developed by the receiving Party, (d)
     becomes available to the receiving Party without restriction from a third party under no obligation
     of confidentiality, or (e) is required to be disclosed to comply with applicable law, subpoena or
     court order. If disclosure of information is required by a Governmental Authority, the disclosing
     Parry shall, to the extent permitted by applicable law, notify the other Party of such required
     disclosure promptly upon becoming aware of such required disclosure. Seller acknowledges that
     Purchaser, as a public entity is subject to the Freedom of Information Act. As such, Purchaser's
     compliance with the Freedom of Information Act shall not be construed as a breach of any kind of
     this Agreement. If Seller does, or believes it is obligated to, disclose information to comply with
     the Freedom of information Act, Seller shall have the right to challenge or dispute the disclosure
     in a court of competent jurisdiction at no cost to Purchaser. Further, nothing contained herein shall
     be construed as the Purchaser intent or willingness to violate the Freedom of Information Act.

              19.3      Taxes

                          (a)   Tax Structure or Treatment. Notwithstanding anything to the contrary set
                                forth herein or in any other agreement to which the Parties are parties or by

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                                which they are bound, the obligations of confidentiality contained herein
                                and therein, as they relate to the transaction, shall not apply to the U.S.
                                federal tax structure or U.S. federal tax treatment of the transaction, and
                                each Party (and any employee, representative, or agent of any Party hereto)
                                may disclose to any and all persons, without limitation of any kind, the U.S.
                                federal tax structure and U.S. federal tax treatment of the transaction. The
                                preceding sentence is intended to cause the transaction not to be treated as
                                having been offered under conditions of confidentiality of this Agreement
                                (or any successor provision) of the Treasury Regulations promulgated under
                                Section 601I of the Code and shall be construed in a manner consistent with
                                such purpose. In addition, each Party acknowledges that it has no
                                proprietary or exclusive rights to the tax structure of the transaction or any
                                tax matter or tax idea related to the transaction.

                          (b)   Seller Responsibility. Seller shall be exclusively responsible for federal,
                                state and local ad valorem properly, sales, use, excise, transaction tax or any
                                income taxes imposed on Seller's revenues due to the sale of Energy or
                                construction or ownership of the System(s) under this Agreement.
                                Purchaser shall not be responsible for any taxes if imposed by operation of
                                MCL 380.1141. If, for any reason not addressed in this Agreement, Seller
                                does not receive Tax Credits for any period, Purchaser's payments under
                                this Agreement shall not be affected, and the risk of not obtaining the Tax
                                Credits shall be borne solely by Seller.

                          (c)   Purchaser Responsibility. To the extent required by law, any tax applicable
                                to Purchaser for the sale of electricity, attributes, or capacity charges shall
                                be the responsibility of the Purchaser.

              19.4      Assignment and Subcontracting.

                       (a)     Assignment. Neither Party shall have the right to assign any of its rights,
      duties, or obligations under this Agreement without the prior written consent of the other Party,
      which consent may not be unreasonably withheld or delayed. The foregoing notwithstanding,
      Seller may assign any of its rights, duties, or obligations under this Agreement, without the
      consent of Purchaser, (i) to any of its Affiliates, (ii) to any Financing Party on a collateral basis
      or (iii) to any qualified purchaser of the System. A person shall be deemed a “qualified purchaser”
      for such purposes if it can be shown to have credit at least as strong as Seller and experience with
      solar energy projects at least as deep as Seller. Any assignment of this Agreement, excepting
      assignment to any Financing Party on a collateral basis, shall include:

                                (i)    An explicit assumption of all existing and future obligations of the
                                Transferor to be performed under this Agreement;

                                (ii)   An explicit assumption of all existing and future obligations of the
                                Transferor to be performed under the Site Lease, and




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                     (b)     Subcontracting. Seller may subcontract its duties or obligations under this
      Agreement without the prior written consent of Purchaser, provided, that no such subcontract
      shall relieve Seller of any of its duties or obligations hereunder and Seller ensures that the
      subcontractors has adequate relevant experience and maintains the same insurances Seller is
      required to carry herein or is covered by the Seller's insurance policies. Purchaser may reject or
      remove any subcontractor based on such subcontractors conduct at the facility.

            19.5 Entire Agreement. This Agreement and the Site Lease represent the full and
     complete agreement between the Parties hereto with respect to the subject matter contained herein
     and supersedes all prior written or oral agreements between the Parties with respect to the subject
     matter hereof.

             19.6 Amendments. This Agreement may only be amended, modified, or supplemented
     by an instrument in writing executed by duly authorized representatives of Seller and Purchaser.

             19.7 Binding Effect. This Agreement, as it may be amended from time to time, shall be
     binding upon and inure to the benefit of the Parties hereto and their respective successors-in-
     interest, legal representatives, and assigns permitted hereunder.

            19.8 No Partnership or Joint Venture. Seller and Seller’s agents, in the performance of
     this Agreement, shall act in an independent capacity and not as officers or employees or agents of
     Purchaser. This Agreement shall not impart any rights enforceable by any third party (other than
     a permitted successor or assignee bound to this Agreement).

             19.9 Disclaimer of Third-Party Beneficiary Rights. In executing this Agreement,
     Purchaser does not, nor should it be construed to, extend its credit or financial support for the
     benefit of any third parties lending money to or having other transactions with Seller. Nothing in
     this Agreement shall be construed to create any duty to, or standard of care with reference to, or
     any liability to, any person not a party to this Agreement. Except with respect to Financing Party
     rights per this Agreement, no provision of this Agreement is intended to, nor shall it in any way,
     inure to the benefit of any other Person not a Party hereto, so as to constitute such Person as a third
     party beneficiary under this Agreement.

              19.10 Equal Employment Opportunity Compliance Certification. Seller acknowledges
     that as a government contractor Purchaser may be subject to various federal laws, executive orders,
     and regulations regarding equal employment opportunity and affirmative action. These laws may
     also be applicable to Seller as to a subcontractor to Purchaser. All applicable equal opportunity
     and affirmative action clauses shall be deemed to be incorporated herein as required by federal
     laws, executive orders, and regulations, including but not limited to 41 C.F.R. §60-l.a(a)(l-7),60-
     250.4 and 60-74L.4, if applicable.

             19.11 Nondiscrimination. Seller shall not discriminate against an employee or applicant
     for employment for employment with respect to hire, tenure, terms, conditions, or privileges of
     employment, or a matter directly or indirectly related to employment, because of race, color, creed,
     religion, national origin, sex, disability, age, height weight, veteran status, marital status, or any
     other reason prohibited by law. A breach of this covenant shall be considered a material breach of
     contract. This provision is required in accordance with MCL 37.2209.

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             19.12 Iran Economic Sanctions Act. Pursuant to Michigan Public Act No. 517 of 2012
     (the "Iran Economic Sanctions Act") Seller certifies and warrants that it is not an "Iran linked
     business" within the meaning of the Iran Economic Sanctions Act and will not become an "Iran
     linked business" at any time during the course of performing the work or services under the
     contract. Seller further acknowledges and understands that it is required as a matter of law to
     execute and notarize a separate certification to the same. Submitting a false certification will
     submit Seller to a civil penalty of not more than $250,000.00 or two (2) times the amount of the
     contract for which the false certification was made, whichever is greater, the cost of the Purchaser's
     investigation, and reasonable attorney fees, in addition to the fine. Moreover, any person
     submitting a false certification shall be ineligible to perform work or services for Purchaser for
     three (3) years from the date it is determined that the person submitted the false certification.

             19.13 Headings; Exhibits. The headings in this Agreement are solely for convenience
     and ease of reference and shall have no effect in interpreting the meaning of any provision of this
     Agreement. Any Exhibits referenced within and attached to this Agreement, including any
     attachments to the Exhibits, shall be a part of this Agreement and are incorporate by reference
     herein.

             19.14 Remedies Cumulative; Attorneys’ Fees. No remedy herein conferred upon or
     reserved to any Party shall exclude any other remedy herein or by law provided, but each shall be
     cumulative and in addition to every other remedy given hereunder or now or hereafter existing at
     law or in equity or by statute. If any action, arbitration, judicial reference, or other proceeding is
     instituted between the Parties in connection with this Agreement, the losing Party shall pay to the
     prevailing Party a reasonable sum for reasonable attorneys’ and experts’ fees and costs incurred in
     bringing or defending such action or proceeding (at trial and on appeal) and/or enforcing any
     judgment granted therein.

             19.15 Waiver. The waiver by either Party of any breach of any term, condition, or
     provision herein contained shall not be deemed to be a waiver of such term, condition, or provision,
     or any subsequent breach of the same, or any other term, condition, or provision contained herein.
     Any such waiver must be in a writing executed by the Party making such waiver.

             19.16 Severability. If any part, term, or provisions of this Agreement is determined by an
     arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such
     determination shall not affect or impair the validity, legality, or enforceability of any other part,
     term, or provision of this Agreement and shall not render this Agreement unenforceable as a whole.
     Instead, the part of the Agreement found to be invalid, unenforceable, or illegal shall be amended,
     modified, or interpreted to the extent possible to most closely achieve the intent of the Parties and
     in the manner closest to the stricken provision.

             19.17 Survival of Obligations. Cancellation, expiration, or earlier termination of this
     Agreement shall not relieve the Parties of obligations that by their nature should survive such
     cancellation, expiration, or termination, prior to the term of the applicable Statute of Limitations,
     including without limitation warranties, remedies, or indemnities which obligation shall survive
     for the period of the applicable statute(s) of limitation.



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              19.18 No Public Utility. Nothing contained in this Agreement shall be construed as an
     intent by Seller to dedicate the System to public use or subject itself to regulation as a “public
     utility” (as such term may be defined under any applicable law).

             19.19 Service Contract. The Parties acknowledge and agree that, for accounting and tax
     purposes, this Agreement is not and shall not be construed as a capital lease and, pursuant to
     Section 7701(e)(3) of the Internal Revenue Code, this Agreement is and shall be deemed to be a
     service contract for the sale to Purchaser of energy produced at an alternative energy facility.

            19.20 Forward Contract. The Parties acknowledge and agree that the transaction
     contemplated under this Agreement constitutes a “forward contract” within the meaning of the
     United States Bankruptcy Code, and the Parties further acknowledge and agree that each Party is
     a “forward contract merchant” within the meaning of the United States Bankruptcy Code.

             19.21 Publicity. The Parties agree that each may, from time to time, issue press releases
     regarding the System, provided, however that neither Party shall issue a press release regarding
     the System without the prior consent of the other Party, which consent shall not be unreasonably
     withheld or delayed. The Parties shall cooperate with each other in connection with the issuance
     of such press releases. Purchaser shall not make claims of using solar energy at the Premises.
     Purchaser may publicize that it is serving as a host for the System and display photographs of the
     System in its advertising and promotional materials, provided that such materials shall identify
     Seller as the owner and developer of the System and shall be consistent with Section 3.2.

             19.22 Counterparts and Facsimile Signatures. This Agreement may be executed in
     counterparts, which shall together constitute one and the same agreement. Facsimile or portable
     document format (“.PDF”) signatures shall have the same effect as original signatures, and each
     Party consents to the admission in evidence of a facsimile or photocopy of this Agreement in any
     court or arbitration proceedings between the Parties.

              19.23 Further Assurances.

                          (a)   Additional Documents. Upon the receipt of a written request from the other
                                Party, each Party shall execute such additional documents, instruments, and
                                assurances and take such additional actions as are reasonably necessary and
                                desirable to carry out the terms and intent hereof. Neither Party shall
                                unreasonably withhold, condition, or delay its compliance with any
                                reasonable request made pursuant to this section.

                          (b)   Certificates. From time to time, Purchaser shall provide within five
                                (5) Business Days after receipt of a written request from Seller an estoppel
                                certificate attesting, to the knowledge of Purchaser, to Seller’s compliance
                                with the terms of this Agreement or detailing any known issues of
                                noncompliance, and making such other representations, warranties, and
                                accommodations reasonably requested by the recipient of the estoppel
                                certificate.

                                       [SIGNATURE PAGES FOLLOW]


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            IN WITNESS WHEREOF, the Parties have caused this Power Purchase Agreement to
     be duly executed and delivered as of the Effective Date.


     SELLER                                      PURCHASER

     Sunwealth LLC                               City of Muskegon




     By: ___________________________             By: ___________________________
     Name: Jonathan Abe                          Name: Jonathan Seyferth
     Title: CEO                                  Title: City Manager




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                                                 EXHIBIT A

                                                DEFINITIONS


             “Affiliate” means, with respect to any person or entity, any other person or entity
     controlling, controlled by or under common control with such first person or entity. For purposes
     of this definition and this Agreement, the term “control” (and correlative terms) means the right
     and power, directly or indirectly through one or more intermediaries, to direct or cause the
     direction of substantially all of the management and policies of a person or entity through
     ownership of voting securities or by contract, including, but not limited to, the right to fifty percent
     (50%) or more of the capital or profits of a partnership or, alternatively, ownership of fifty percent
     (50%) or more of the voting stock of a corporation.

            “Agreement” has the meaning set forth in the Preamble.

            “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank
     holiday.

            “Commercial Operation Date” means the date when the System is “placed in service” for
     purposes of Section 48 of the Internal Revenue Code.

            “Confidential Information” has the meaning set forth in Section 19.1.

            “Contract Term” has the meaning set forth in Section Error! Reference source not found..

            “Contract Year” means the twelve (12) month period commencing on the Commercial
     Operation Date, and each consecutive twelve (12) month period thereafter during the Contract
     Term.

             “Delivery Point” means the point of interconnection between the System and the Premises’
     internal electrical system.

              “Downgrade Event” means Purchaser at any time (a) if rated by one of the following rating
     agencies, is rated less than (i) Baa3 by Moody’s Investors Service, Inc. (or its successor), or (ii)
     BBB- by Standard and Poor’s Rating Services, a division of McGraw-Hill (or its successor), or
     (iii) “investment grade” by any other nationally recognized rating agency, or (b) fails to maintain
     Performance Assurance.

            “Effective Date” has the meaning set forth in the Preamble.

            “Energy” means electrical energy that is generated by the System, expressed in kWh.

            "Energy Output" means the Energy generated by, or attributable to, a System and
     measured at the applicable Point of Delivery, as alternating current in whole kilowatt-hours
     (kWr). For the avoidance of doubt the Energy Output does not include RECs, Other Credits or
     Tax Credits.

                                                  Exhibit A - 1

Packet Page 71
            “Energy Price” means, for any Contract Year, the applicable amount set forth on Exhibit D.

             “Environmental Attributes” means any and all environmental benefits, air quality credits,
     emissions reductions, offsets, and allowances, howsoever entitled, attributable to energy
     generation by a renewable fuel source and its displacement of energy generation by conventional,
     nonrenewable, and/or carbon-based fuel sources. Environmental Attributes include, but are not
     limited to, (1) any benefit accruing from the renewable nature of the generation’s motive source;
     (2) any avoided emissions of pollutants to the air, soil, or water (such as sulfur oxides (SOx),
     nitrogen oxides (NOx), carbon monoxide (CO), and other pollutants other than those that are
     regulated pursuant to state or federal law); (3) any avoided emissions of carbon dioxide (CO2),
     methane (CH4), and other greenhouse gases that have been determined by the United Nations
     Intergovernmental Panel on Climate Change to contribute to the actual or potential threat of
     altering the Earth’s climate by trapping heat in the atmosphere; (4) any property rights that may
     exist with respect to the foregoing attributes howsoever entitled; (5) any green tags, renewable
     energy credits or similar credits, including RECs created pursuant to applicable law (“RECs”); and
     (6) any reporting rights to these avoided emissions, including, but not limited to, green tag or REC
     reporting rights. Environmental Attributes do not include (i) any energy, capacity, reliability, or
     other power attributes, (ii) Environmental Incentives, or (iii) emission reduction credits
     encumbered or used for compliance with local, state, or federal operating and/or air quality permits.

             “Environmental Incentives” means any and all financial incentives, from whatever source,
     related to the construction, ownership, or operation of the System. Environmental Incentives
     include, but are not limited to, (i) federal, state, or local tax credits; (ii) any other financial
     incentives in the form of credits, reductions, or allowances that are applicable to a local, state, or
     federal income taxation obligation; and (iii) other grants, rebates, or subsidies, including utility
     incentive programs. Environmental Incentives do not include Environmental Attributes.

            “Estimated Production” has the meaning set forth in Section 3.1(c).

            “Exercise Period” has the meaning set forth in Section 7.2.

            “Financing Party” has the meaning set forth in Section 14.1.

             “Force Majeure” means any act or event that delays or prevents a Party from timely
     performing obligations under this Agreement or from complying with conditions required under
     this Agreement if such act or event, despite the exercise of reasonable efforts, cannot be avoided
     by, and is beyond the reasonable control of and without the fault or negligence of, the Party relying
     thereon as justification for such delay, nonperformance, or noncompliance, which includes,
     without limitation, an act of God or the elements, site conditions, extreme or severe weather
     conditions, explosion, fire, epidemic, landslide, mudslide, sabotage, terrorism, lightning,
     earthquake, flood, volcanic eruption or similar cataclysmic event, an act of public enemy, war,
     blockade, civil insurrection, riot, civil disturbance, or strike or other labor difficulty caused or
     suffered by a Party or any third party beyond the reasonable control of such Party. However,
     financial cost alone or as the principal factor shall not constitute grounds for a claim of Force
     Majeure, nor does the regular exercise of regulatory discretion by a Governmental Authority or
     the Utility.


                                                 Exhibit A - 2

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             “Governmental Authorities” means any national, state, regional, municipal or local
     government, any political subdivision thereof, or any governmental, quasi-governmental,
     regulatory, judicial or administrative agency, authority, commission, board or similar entity having
     jurisdiction over the System or its operations, the Premises or otherwise over any Party.

            “Host” has the meaning set forth in the Preamble.

            “Independent Appraiser” has the meaning set forth in Section 7.2.

             “Interest Rate” means an annual rate equal to the lesser of (a) twelve (12) percent and (b)
     the highest interest rate permitted by applicable law.

            “kWh” means kilowatt-hours.

             “Letter of Credit” means one or more irrevocable, transferable standby letters of credit
     issued by either a U.S. commercial bank or a foreign bank with a U.S. branch, with such bank
     having a credit rating of at least “A-” from S&P or “A3” from Moody’s, in a form acceptable to
     Seller.

             “Net Metering Credits” means the credits applied to Purchaser’s bill by the Utility in
     respect of Energy produced by the System and allocated to Purchaser under this Agreement.

             “Net Metering Rules” means the rules established pursuant to Ohio law and regulation as
     well as applicable utility rules.

             “Notice to Proceed Date” means the date on which physical work of a significant nature
     relating to the installation of the System on the Premises commences.

            “Party” and “Parties” have the meanings set forth in the Preamble.

             “Performance Assurance” means collateral in an amount as reasonably determined by
     Seller and in a form (e.g., cash, Letter(s) of Credit, guaranty, or other security or credit assurance)
     reasonably acceptable to Seller.

            “Person” means any individual, corporation (including, without limitation, any non-stock
     or non-profit corporation), limited liability company, partnership, joint venture, association, joint-
     stock company, trust, unincorporated organization, or governmental body.

            "Point of Delivery” means, at any given Site, the physical points at which electrical
     interconnection are made between the System and the Purchaser's Electrical Systems.

             “PPA Damages” has the meaning set forth in Section 13.4.

            “Premises” means the leased real property under the Site Lease, located at:

            Mercy Health Arena – 470 W. Western, Muskegon, MI 49440

            “Price Determination” has the meaning set forth in Section 7.2.

                                                 Exhibit A - 3

Packet Page 73
             “Prudent Operating Practice” means the practices, methods, and standards of professional
     care, skill, and diligence engaged in or approved by a significant portion of the electric power
     industry for solar energy facilities of similar size, type, and design as the System that, in the
     exercise of reasonable judgment, in light of the facts known at the time, would have been expected
     to accomplish results consistent with applicable law, reliability, safety, environmental protection,
     applicable codes, and standards of economy and expedition.

            “Purchase Option” has the meaning set forth in Section 7.1.

            “Purchase Price” has the meaning set forth in Section 7.2.

            “Purchase Option Dates” has the meaning set forth in Section 7.1.

            “Purchaser” has the meaning set forth in the Preamble.

            “Purchaser Event of Default” has the meaning set forth in Section 13.3.

            “Purchaser Indemnified Parties” has the meaning set forth in Section 17.1.

            “Seller” has the meaning set forth in the Preamble.

            “Seller Event of Default” has the meaning set forth in Section 13.1.

            “Seller Indemnified Parties” has the meaning set forth in Section 17.2.

            “Site Lease” has the meaning set forth in the Recitals.

            “System” means the solar energy generating system described in Exhibit B.

            “Transfer Date” has the meaning set forth in Section 7.3.

            “Utility” means Consumers Energy.




                                                Exhibit A - 4

Packet Page 74
                                                 EXHIBIT B

                                    DESCRIPTION OF THE SYSTEM

     Description of Site:

     The real property located at City of Muskegon.

     Description of System:

      Equipment Name
                                   Manufacturer/ Model # Specifications Description
      And Location
                                   Modules:1,152/Hanwha
                                   Q Cells 390W
      Trinity Health Arena
                                                                           •   Ballasted Roof mount system
      470 W. Western                                         449.28kW DC
                                   Inverters: 4/ SE 100kW
      Muskegon, MI 49440
                                   Racking: Aerocompact




                                                 Exhibit B - 1
Packet Page 75
                                                  EXHIBIT C

                                  ESTIMATE SYSTEM PRODUCTION


     *Note: these values are estimates only and actual production may vary. Seller does not guarantee any
     level of actual production.

                                            SYSTEM PERFORMANCE
                                     Year                             Solar (kWh)
                                      1                                  529,830
                                      2                                  527,287
                                      3                                  524,756
                                      4                                  522,237
                                      5                                  519,730
                                      6                                  517,236
                                      7                                  514,753
                                      8                                  512,282
                                      9                                  509,823
                                      10                                 507,376
                                      11                                 504,941
                                      12                                 502,517
                                      13                                 500,105
                                      14                                 497,704
                                      15                                 495,315
                                      16                                 492,938
                                      17                                 490,572
                                      18                                 488,217
                                      19                                 485,874
                                      20                                 483,541
                                      21                                 481,220
                                      22                                 478,910
                                      23                                 476,612
                                      24                                 474,324
                                      25                                 472,047




                                                  Exhibit C - 1
Packet Page 76
                                          EXHIBIT D

                                       ENERGY PRICE
     Commencing on the Commercial Operation Date of the System, the price for the Energy
     Output produced and delivered by the System in the first year following the applicable
     Commercial Operation Date shall not exceed $0.1220/kWh and such amount shall increase
     each subsequent year as follows:

                          Contract Year          Energy Price ($/kWh)
                                1                         0.1220
                                2                         0.1244
                                3                         0.1269
                                4                         0.1295
                                5                         0.1321
                                6                         0.1347
                                7                         0.1374
                                8                         0.1401
                                9                         0.1429
                               10                         0.1458
                               11                         0.1487
                               12                         0.1517
                               13                         0.1547
                               14                         0.1578
                               15                         0.1610
                               16                         0.1642
                               17                         0.1675
                               18                         0.1708
                               19                         0.1742
                               20                         0.1777
                               21                         0.1813
                               22                         0.1849
                               23                         0.1886
                               24                         0.1924
                               25                         0.1962




                                          Exhibit D - 1
Packet Page 77
                                                EXHIBIT E

                                    INSURANCE REQUIREMENTS


     (a)   Seller shall, at its sole cost and expense obtain and maintain for the duration of this
     Agreement, the following insurance policies:

             (i)     Workers’ compensation insurance, with limits of liability at least equal to the
     statutory requirements therefor;

            (ii)    Employer’s liability insurance of not less than one million dollars ($1,000,000);

            (iii)   Commercial general liability insurance against liability for injury to or death of any
     Person, contractual liability, or damage to property in connection with the construction, use,
     operation or condition of the System of not less than $2,000,000 combined single limit per
     occurrence. Purchaser shall be named as an additional insured under this liability insurance;,
     provided however that Seller shall in no event be obligated to repair or replace Purchaser’s
     buildings or Premises;

            (iv)    Automobile liability insurance that complies with the requirements of the
     Michigan No fault law with residual liability limit of at least $2,000,000 combined single limit for
     bodily injury and properly damage. There shall be coverage for owned, hired, and non-owned
     vehicles.

             (v)     "Completed value" Builder's risk insurance with a limit of at least 100% of the
     total aggregate value for the System's construction.

            (vi)     Excess or umbrella liability insurance with a limit of at least $2,000,000.

           (vii)   Customary property insurance in the amount of the full replacement value of the
     equipment constituting the System and any other improvements installed on the Site by Seller.

           (viii) Seller may satisfy the insurance requirements contained in this Agreement though
     any combination of primary and/or excess coverage; and

             (ix)    Seller may elect to self-insure any or all of the insurance requirements contained in
     this Agreement, with the approval of Purchaser. In such event, Seller shall submit to Purchaser a
     Certificate of Self-Insurance, including evidence of financial responsibility.

     Seller shall name "the City of Muskegon", its employees, Board Members, and officers as
     additional insureds on all liability coverage other than workers compensation. The coverage
     granted to the Purchaser as an additional insured shall apply on a primary basis. The Purchaser's
     coverage shall be excess. Deductibles and retentions shall be clearly stated on any certificate of
     insurance and shall be the responsibility of the respective party. Unless otherwise provided herein,
     all insurance coverage is to be on an occurrence basis rather than claims made basis.



                                                Exhibit E - 1
Packet Page 78
     Upon request of Purchaser, Seller shall furnish a current certificate or certificates of insurance for
     the insurance then in place evidencing the existence of the required coverage and stating that
     Purchaser will be notified in writing thirty (30) days prior to cancellation, material change or non-
     renewal of such insurance.

     Seller shall cause the insurance policies obtained by it to provide that the insurance company
     waives all right of recovery by way of subrogation against Purchaser in connection with any
     damage covered by any policy. To the extent permitted by law, neither Party shall be liable to the
     other for any damage exceeding applicable policy limits that are caused by fire or any of the risks
     insured against under the property insurance policy required by this Agreement or that would have
     been covered by the property insurance policy required to be carried under this Agreement.

     Seller hereby releases Purchaser, its trustees, officers, agents, representatives, officers, employees
     and contractors, from any claims for damage to any person or to the Premises and other
     improvements located on the Premises, to the fixtures, personal property, Seller's improvements,
     and alterations of Seller in or on the Premises and the improvements located on the Premises that
     are caused by or result from risks insured against under any insurance policies carried by Seller
     under this Agreement, or that would have been covered by any insurance policy required to be
     carried under this Agreement.

     (b)    Purchaser shall obtain and maintain the following insurance policies:

             (i)     Workers’ compensation insurance, with limits of liability at least equal to the
     statutory requirements therefor;

            (ii)    Employer’s liability insurance of not less than one million dollars ($1,000,000);

             (iii)    Commercial general liability insurance or its equivalent against liability for injury
     to or death of any Person or damage to property in connection with the use, operation or condition
     of the Premises of not less than two million dollars ($2,000,000) combined single limit per
     occurrence and annual aggregate. Seller shall be named as an additional insured under this liability
     insurance; provided, however, that Purchaser shall in no event by obligated to repair or replace
     Seller’s equipment, buildings, or Premises;

            (iv)  Purchaser may satisfy the insurance requirements contained in this Agreement
     though any combination of primary and/or excess coverage; and

            (v)     Purchaser may elect to self-insure any or all of the insurance requirements
     contained in this Agreement.




                                                 Exhibit E - 1
Packet Page 79
                              EXHIBIT F

                 PURCHASER TERMINATION PAYMENT

                                      Termination
                        Year
                                       Payment
                        Year 1          $1,596,805

                        Year 2          $1,448,476

                        Year 3          $1,287,769

                        Year 4          $1,126,514

                        Year 5           $964,761

                        Year 6           $480,361

                        Year 7           $464,631

                        Year 8           $445,029

                        Year 9           $424,846

                        Year 10          $404,057

                        Year 11          $382,655

                        Year 12          $360,569

                        Year 13          $341,945

                        Year 14          $329,216

                        Year 15          $311,473

                        Year 16          $293,178

                        Year 17          $269,608

                        Year 18          $244,487

                        Year 19          $218,677

                        Year 20          $192,071

                        Year 21          $164,593

                        Year 22          $136,204

                        Year 23          $106,872

                        Year 24           $80,627

                        Year 25           $54,934




                              Exhibit F - 1
Packet Page 80
                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023              Title: Laketon-Lakeshore DNR Trust Fund Grant

    Submitted By: Dan VanderHeide                        Department: Public Works

    Brief Summary: The City intends to apply for MDNR Trust Fund grants for the Laketon-Lakeshore
    Trail Connector and would like public feedback on the project and application.

    Detailed Summary & Background:
    Two grants will be submitted for the project, one for the portion from Laketon to Apple and one for
    the portion from Apple to Shoreline, in order to maximize the potential for funding. This is based
    on recommendations from the West Michigan Trails & Greenways Coalition and Prein & Newhof,
    who have helped the City with an application for MDOT Transportation Alternatives Program (TAP)
    funding for the trail. The DNR Trust Fund grants and the MDOT TAP grant funds are able to
    match each other, potentially reducing the City’s contribution.

    Goal/Focus Area/Action Item Addressed:
    Goal 1 Key Focus Area: Public transportation options (tram, scooters, trolley, biking network)

    Amount Requested: N/A                                Amount Budgeted: N/A

    Fund(s) or Account(s): N/A                           Fund(s) or Account(s): N/A

    Recommended Motion: Authorize staff to apply for MDNR Trust Fund grants for the Laketon-
    Lakeshore Trail Connector.

    Approvals:                                                            Guest(s) Invited / Presenting
    Immediate Division Head          Information Technology               Yes
    Other Division Heads             Communication                        No

    For City Clerk Use Only:
    Commission Action:




Packet Page 81
                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023               Title: Portable Restroom Service Extension

    Submitted By: Dan VanderHeide                         Department: DPW

    Brief Summary: Staff requests approval for a one-year extension to a three-year contract from
    2020 with Kerkstra Portable Restroom Service for the 2023 season.

    Detailed Summary & Background:
    Staff reached out to other area companies seeking to determine the market, and found that
    Kerkstra Portable Restroom Service is the only company able and willing to service Muskegon for
    the 2023 season. Kerkstra has offered updated pricing, which staff has confirmed is still well
    below the market rates offered by the competitors, again none of which are even able or willing to
    provide the number of units required by the City.
    Staff plans to re-bid a three-year contract in fall of 2023 with hopes the market will be more open to
    and supportive of providing portable restroom service to the Muskegon market.
    The majority of cost is from the Parks budget, however the boat launch ramps, special events such
    as Taste of Muskegon and the fireworks, the farmers market and the Western Market all use these
    services as well.

    Goal/Focus Area/Action Item Addressed: Enhanced Parks & Recreation Department and Services

    Amount Requested: $30,000                             Amount Budgeted: $15,000 (Parks)
                                                                                $15,000 (Other)

    Fund(s) or Account(s): 101-770 and Various            Fund(s) or Account(s): 101-770 and Various

    Recommended Motion: Authorize staff to enter into a one-year extension of the City’s contract
    with Kerkstra Portable Restroom Service for the 2023 season.

    Approvals:                       Legal Review                          Guest(s) Invited / Presenting
    Immediate Division Head          Information Technology                Yes
    Other Division Heads             Communication                         No

    For City Clerk Use Only:
    Commission Action:




Packet Page 82
Affirmative Action
(231)724-6703
FAX (231)722-1214

Assessor/
Equalization Co.
(231)724-6386
FAX (231)724-1129

Cemetery/Forestry
(231)724-6783
FAX (231)724-4188
                      March 13th, 2023
City Manager
(231)724-6724
FAX (231)722-1214     Mr. Brian Van Rhee
Clerk
                      Kerkstra Portable Restroom Services Inc.
(231)724-6705         P.O. Box 284
FAX (231)724-4178
                      Hudsonville, MI 49426
Comm. & Neigh.
Services
(231)724-6717         Re: Temporary Portable Toilet Services Agreement Extension
FAX (231)726-2501

Computer Info.        Dear Mr. Van Rhee:
Technology
(231)724-4126
FAX (231)722-4301     The City of Muskegon hereby requests that our contract be extended to Friday, February
Engineering           23rd, 2024. The proposed budget for the extension period will be as listed in the previous
(231)724-6707         contract at the discretion of the city, however, within this extension we understand an
FAX (231)727-6904
                      increase in pricing is required. We have agreed this be taken into consideration with this
Finance               extension.
(231)724-6713
FAX (231)726-2325         • The extension is proposed based on the terms in the attached document. Services
Fire Department              include unit delivery, setting, cleaning, and removal.
(231)724-6795             • Trash found on the inside of the units will be the responsibility of the portable
FAX (231)724-6985
                             toilet service to throw in nearby trash receptacles.
Human Resources
Co. (Civil Service)
                          • The City intends to solicit bids for a new contract in the fall of 2023.
(231)724-6442
FAX (231)724-6840
                      Thank you for your consideration of this request.
Income Tax
(231)724-6770
FAX (231)724-6768     By
Mayor’s Office
(231)724-6701         The City of Muskegon
FAX (231)722-1214

Planning/Zoning
(231)724-6702
FAX (231)724-6790
                      Dan VanderHeide, DPW Director                                        Date
Police Department
(231)724-6750
FAX (231)722-5140     And
Public Works
(231)724-4100
FAX (231)722-4188     Kerkstra Portable Restroom Service, Inc.
SafeBuilt
(Inspections)
(231)724-6715
FAX (231)728-4371
                      Brian Van Rhee                                                       Date
Treasurer
(231)724-6720
FAX (231)724-6768     cc:    Kyle Karczewski, Parks & Recreation Director
Water Billing                Matt Schwemin, Parks Supervisor
(231)724-6718
FAX (231)724-6768

Water Filtration
(231)724-4106
                                Department of Public Works & Utilities, 1350 E. Keating Avenue, Muskegon, MI 49442
FAX (231)755-5290                                           http://www.shorelinecity.com
       Packet Page 83
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                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023              Title: CCTV Services for Sewer Mains

    Submitted By: Dan VanderHeide                        Department: Public Works

    Brief Summary: Staff requests award of a three-year contract to Rogue Industrial Services for
    cleaning and televising services in the City’s sanitary and storm sewer systems.

    Detailed Summary & Background:
    Staff issued a public bid for sewer cleaning and televising services to supplement staff capacity on
    complex and/or large televising projects. In 2023, this contract will be used to televise the sewers
    in Apple Avenue in advance of MDOT’s fiscal year 2026 reconstruction project to assist staff when
    deciding which sewers may need repairs or replacement in advance of or as a part of the MDOT
    project. In future years, staff will use this contract for televising of sewers when needed in large
    sections of the City or on a tight deadline, such as for Clean Water State Revolving Fund projects.
    Rogue Industrial Services has performed work for many West Michigan communities as shown in
    their attached proposal, and is recommended based on their work history and their low bid.

    Goal/Focus Area/Action Item Addressed: Decrease infrastructure burden on residents

    Amount Requested: $79,109 (Three Years)              Amount Budgeted: $25,000 (FY23)

    Fund(s) or Account(s): 590 (Sewer)                   Fund(s) or Account(s): 590 (Sewer)
                           202 (Highway)                                         202 (Highway)

    Recommended Motion: Authorize staff to enter into a three-year contract with Rogue Industrial
    Services for cleaning and televising service in the City’s sanitary and storm sewer systems.

    Approvals:                       Legal Review                         Guest(s) Invited / Presenting
    Immediate Division Head          Information Technology               Yes
    Other Division Heads             Communication                        No

    For City Clerk Use Only:
    Commission Action:




Packet Page 85
        COST PROPOSAL                          Bid Opening 2/28/23 2:00pm

                                                                                                             Plummers                    PipeTEK
Apple Ave Project Area – SANITARY                                                Rogue Industrial          Environmental              Infrastructure
                                               National Power Rodding               Services                  Services                   Services


Diameter (in)                    Length (ft)
                                               Unit Price      Cost          Unit Price Cost           Unit Price Cost            Unit Price Cost
                             8        1,690     $      12.65    $21,378.50   $     6.00 $10,140.00 $        5.40      $9,126.00 $      5.00 $8,450.00
                            10        6,444     $      12.65    $81,516.60   $     6.00 $38,664.00 $        5.40     $34,797.60 $      5.00 $32,220.00
                            12        2,909     $      12.65    $36,798.85   $     6.00 $17,454.00 $        5.40     $15,708.60 $      5.00 $14,545.00
                            21          993     $      15.80    $15,689.40   $     6.00 $5,958.00 $        10.60     $10,525.80 $      8.00 $7,944.00
                            24          391     $      18.95     $7,409.45   $     7.00 $2,737.00 $        10.60      $4,144.60 $      8.00 $3,128.00
                            27            6     $      25.00      $150.00    $     8.00     $48.00 $       10.60         $63.60 $     50.00   $300.00
                            30           10     $      25.00      $250.00    $     1.00     $10.00 $       10.60       $106.00 $      50.00   $500.00
                            36          733     $      25.00    $18,325.00   $     1.00   $733.00 $        10.60      $7,769.80 $     10.00 $7,330.00
Total                                13,177    Total           $181,517.80 Total          $75,744.00 Total           $82,242.00 Total          $74,417.00



Apple Avenue - Muskegon Owned Storm Sewer
Diameter                       Length (ft)
8 inch                                129      $       12.65     $1,631.85 $       6.00     $774.00 $        6.40      $825.60 $        5.00     $645.00
10 inch                                31      $       12.65      $392.15 $        6.00     $186.00 $        6.40      $198.40 $      10.00      $310.00
12 inch                               153      $       12.65     $1,935.45 $       6.00     $918.00 $        6.40      $979.20 $        5.00     $765.00
18 inch                               110      $       14.10     $1,551.00 $       6.00     $660.00 $        7.50      $825.00 $        5.00     $550.00
48 inch                               125      $       38.60     $4,825.00 $       1.00     $125.00 $      20.00      $2,500.00 $     15.00     $1,875.00
54 inch                               413      $       39.75    $16,416.75 $       1.00     $413.00 $      20.00      $8,260.00 $     15.00     $6,195.00
60 inch                               289      $       40.00    $11,560.00 $       1.00     $289.00 $      20.00      $5,780.00 $     15.00     $4,335.00
Total                               1,250      Total            $38,312.20 Total           $3,365.00 Total           $19,368.20 Total          $14,675.00


                                 TOTAL BID AMOUNT:             $219,830.00                $79,109.00                $101,610.20                $89,092.00




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                          Agenda Item Review Form
                           Muskegon City Commission

    Commission Meeting Date: 3/28/23                          Title: EGLE Brownfield Grant/Loan
                                                              Application for Shaw-Walker Project

    Submitted By: Jake Eckholm                                Department: Economic Development

    Brief Summary:
    Typically, these applications are run through the Brownfield Redevelopment Authority, but they are
    already applicants for funding on behalf of Adelaide Pointe and cannot submit two requests in the
    same program year. EGLE has indicated that the city may directly apply on behalf of the Shaw-
    Walker project.

    Detailed Summary & Background:
    We have worked closely with Environmental Resource Group for several months on the
    environmental needs that are anticipated at Shaw-Walker, and with vapor mitigation needed for all
    buildings the costs will be substantial. EGLE administers an annual program that allows public
    entities to apply for up to $1,000,000 in grant funds and up to $1,000,000 in loan funds.
    Regardless of whether the local Brownfield Board or the city serves as the applicant, all loan/grant
    applications are considered backed by the full faith and credit of the city.


    Parkland has asked for the city commission to allow the city to serve as the applicant for these
    funds, and has agreed to make sure the city is made whole either through TIF capture (the typical
    repayment method) or direct payment if TIF revenues are insufficient. ERG will do the leg work on
    the actual application and submittal, and work with our staff during implementation if funding is
    achieved for all necessary reporting. Staff recommends approval of this request.

    Goal/Focus Area/Action Item Addressed:
    Goal 1 (Image) Housing Focus Area, Goal 2 (Quality of Life) Housing Focus Area, Action Item 21-8
    Expand Housing Options, and Goal 3 (Revitalize Revenues) Housing Focus Area, Action Item 21-
    13 Increase Property Values in Urban Core and Eastside Neighborhoods, Blight Elimination

    Amount Requested: N/A                                Amount Budgeted: N/A

    Fund(s) or Account(s): N/A                           Fund(s) or Account(s): N/A

    Recommended Motion: Motion to apply for EGLE Brownfield Grant/Loan Funding for use at the
    Shaw Walker Project in an amount of $2,000,000.




Packet Page 99
    Approvals:                                          Guest(s) Invited / Presenting:
    Immediate Division Head    Information Technology   Yes
    Other Division Heads       Communication            No


    Legal Review

    For City Clerk Use Only:
    Commission Action:




Packet Page 100
     March 22, 2023

     City of Muskegon
     933 Terrace Street
     Muskegon, MI 49440

     RE:     EGLE Brownfield Funding for Former Shaw Walker Facility


     To Whom it May Concern:

     Environmental Resources Group, LLC (ERG) is pleased to discuss the opportunity for the City of Muskegon
     to support and submit a proposal for Brownfield Funding through Environment, Great Lakes, and Energy
     (EGLE). ERG is appealing to the City of Muskegon for this request rather than the Brownfield
     Redevelopment Authority (BRA) directly because a proposal for EGLE Brownfield funding for a different
     property in Muskegon has already submitted by the BRA for this fiscal year.

     ERG has been retained by Parkland Properties of Michigan to provide environmental consulting services
     for their property, the Former Shaw Walker complex, located at 965 West Western Avenue, 920 & 930
     Washington Avenue, and 1330 Division Street. Through its rich, long history of manufacturing at the
     property, former operations at the Site have left the land impacted with contaminants including volatile
     organic compounds (VOCs), heavy metals, per- and polyfluoroalkyl substances (PFAS), and polynuclear
     aromatic hydrocarbons (PNAs). To safely redevelop the Site, due care activities are necessary.

     The projected costs for due care activities, such as vapor intrusion mitigation, are currently estimated at
     over $1 million dollars for the existing structures. Asbestos abatement costs have been estimated well
     over $1 million dollars. To assist in the redevelopment of the site, ERG is proposing that the City of
     Muskegon support and submit a proposal for $1 million dollars in EGLE Brownfield grant funding and $1
     million dollars in EGLE Brownfield loan funding. ERG will assist the City of Muskegon in preparing the
     proposal.

     Should you have questions or need additional information feel free to contact us.

     Sincerely,

     ENVIRONMENTAL RESOURCES GROUP




     Jacqueline L. Freiberg, Project Manager

     Cc:     Alfred J. Jordan II, CPG – ERG, Executive Vice President



Packet Page 101
                                              March 22, 2023




     Parkland Properties of Michigan
     75 W Walton Avenue, Suite A
     Muskegon, MI 49440

     City of Muskegon
     933 Terrace Street
     Muskegon, MI 49440

     RE:    Request for Support fort Shaw Walker Furniture Company Redevelopment

     City of Muskegon Commissioners and staff:

     Parkland Properties desires to commence cleanup activities this year at the former Shaw Walker
     Furniture Company site in downtown Muskegon to prepare the site for adaptive redevelopment
     into condominiums, apartments, and retail. The Shaw Walker site is heavily contaminated due to
     its former industrial uses, and the environmental cleanup and mitigation efforts are projected to
     cost well more than $2 million.

     We are writing to request that the City of Muskegon request $2 million from the State of Michigan
     Department of Environment, Great Lakes, and Energy (EGLE) to provide funding to assist with
     ca.. g       c ea      ac     e a he e h gh EGLE B                  fed    g a . The          ed $2
     million request to EGLE would include $1 million in grant funding and a loan for $1 million.
     Parkland agrees to repay the loan from future tax capture at the site and if for any reason the tax
     capture is not sufficient, Parkland will repay the difference on the loan.

     Please do not hesitate to reach out to us if you have any questions.

                                                 Sincerely,



                                                 Jon Rooks




Packet Page 102
                           Agenda Item Review Form
                            Muskegon City Commission

    Commission Meeting Date: March 28, 2023                           Title: Off-Premises Tasting
                                                                      Room License – The
                                                                      People’s Cider Company

    Submitted By: Ann Meisch                                          Department: City Clerk

    Brief Summary: The People’s Cider Company has been chosen for a chalet at Western Market and
    needs an Off-Premises Tasting Room License

    Detailed Summary & Background:

    Goal/Focus Area/Action Item Addressed: Action item 2022 Goal 2 Economic Development,
    Housing, and Business

    Amount Requested: N/A                             Amount Budgeted: N/A



    Fund(s) or Account(s): $1,000 Revenue to          Fund(s) or Account(s):
    Liquor License

    Recommended Motion: To approve the resolution requesting an Off-Premises Tasting Room
    License for The People’s Cider Company, 307 W. Western, Suite Q and authorize the Clerk to
    sign.

    Approvals:                                                        Guest(s) Invited / Presenting
    Immediate Division Head        Information Technology
    Other Division Heads           Communication                      Yes
                                                                      No
    Legal Review

    For City Clerk Use Only:
    Commission Action:




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                             Agenda Item Review Form
                              Muskegon City Commission
    Commission Meeting Date: March 28, 2023                                       Title: 1170 W. Southern Ave.
                                                                                  (MOCAP Building) property
                                                                                  sale/transfer

    Submitted By: Jonathan Seyferth/John Schrier                                  Department: City Manager


    Brief Summary:
    MOCAP operates out of 1170 W. Southern Ave. This is currently a City owned property and MOCAP has
    expressed a desire to own the building/property the organization has been operating out of for many years.
    This action will, through a multi-step process, transfer that property to MOCAP via the Hume Home of
    Muskegon. The City will receive $3,000 for the sale.

    Detailed Summary & Background:
    The Muskegon-Oceana Community Action Partnership (MOCAP) operates out of a building (a former City fire
    station) at 1170 W. Southern Ave. MOCAP has been in the building for many years. MOCAP wishes to purchase
    the property from the City for a variety of different reasons.


    The City originally obtained the property from the Hume Home of Muskegon in 1950 paying $3,000. The
    purchase agreement has a deed restriction which states that when the City stops using the property for
    municipal purposes the Hume Home may exercise its right to repurchase the property for the same amount the
    City purchased it.


    The Hume Home of Muskegon is comfortable with the property being purchased by MOCAP, however, because
    of the deed restrictions from the 1950s the Hume Home of Muskegon is going to exercise its right to purchase
    the property back for $3,000 (paid to the City) and then sell it to MOCAP for $3,000.


    This two-step process will cure any questions regarding the property transfer/deed restriction and will allow
    MOCAP to take ownership of a building it has operated in and maintained for many years.



    Goal/Focus Area/Action Item Addressed:



    Amount Requested: None                                       Amount Budgeted: None


    Fund(s) or Account(s):                                       Fund(s) or Account(s):



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    Recommended Motion: I recommend for approval the sale of 1170 W. Southern Ave. back to the Hume
    Home of Muskegon for the sum of $3,000 as provided for in the original 1950 purchase agreement and
    authorize the City Manager to sign all closing documents.

    Approvals: Get approval from division head at a minimum prior to        Guest(s) Invited / Presenting
    sending to the Clerk.
    Immediate Division Head         I Information Technology                Yes
    Other Division Heads            Communication                           No
    Legal Review

    For City Clerk Use Only:
    Commission Action:




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