HomeMy WebLinkAbout2026 Feb 22 Deep Green Data Center Bull-Sell Agreement 229 South Cedar St v2 DraftDocusign Envelope ID: 9F253809-ED9C-463C-BD8D-E94042193B44
BUY -SELL AGREEMENT
This Buy -Sell Agreement (the "Agreement") is made as of , 2026, between Deep
Green Technologies USA LLC, a Delaware limited liability company licensed to do business in
Michigan, whose address is 1007 N. Orange Street, 41h Floor, Suite 1382, Wilmington Delaware
19801 (the "Purchaser"), the City of Lansing, a Michigan municipal corporation, whose principal
business address is 124 West Michigan Avenue, Lansing, MI 48933 (the "Seller"), and the City of
Lansing Building Authority, a public body corporate, organized and existing pursuant to the
provisions of Act 31, Public Acts of Michigan, 1948 (First Extra Session), as amended, whose
address is c/o City of Lansing, 124 W. Michigan Avenue, Lansing, Michigan 48933 (the "Building
Authority").
RECITALS
A. The Seller owns the real property located at 229 South Cedar Street, Lansing, Michigan,
including surrounding properties that are located on East Kalamazoo Street, between Cedar and
Larch Streets, commonly known as Parking Lot #49/49A, Parcel Numbers 33-01-01-16-427-082,
33-01-01-16-427-122, and 33-01-01-16-427-051 consisting of approximately 2.5 acres, as legally
described on the attached Exhibit A (the "Property"). The Property shall be deemed to include all
improvements and appurtenances now or hereafter on the land. The legal description of the
Property described on Exhibit A shall be verified by the Survey, if any, prepared in accordance
with Section 5 below and amended, if necessary.
B. The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the
Seller, the Property, in accordance with the terms and conditions of this Agreement.
C. Historical title documents indicate that the Building Authority had, and may still have, an
interest in the Property. As part of the sale and conveyance described in this Agreement, the
Building Authority intends to transfer whatever interest it may still have in the Property to
Purchaser, subject to the terms and conditions of this Agreement.
TERMS AND CONDITIONS
In exchange for the consideration in and referred to by this Agreement, the parties agree as follows:
1. Proper , Conveyance and Acquisition. The Seller agrees to sell and convey to the Purchaser,
and the Purchaser agrees to purchase and acquire from the Seller, the Property. The sale and
conveyance of the Property under this Agreement shall include the existing surface parking lot
improvements located on the Property. The sale and conveyance of the Property to the Purchaser
is subject to the terms and conditions of this Agreement, and unless waived or acceptable to
Purchaser in Purchaser's sole discretion: all (i) applicable building and use restrictions, (ii) zoning
ordinances, and (iii) utility easements of record, including any easements held by the Lansing
Board of Water and Light.
2. Proper1y Development. After closing, and unless otherwise agreed upon by the parties, the
Purchaser shall develop the Property for use as a data center together with any supportive office
space, which shall be designed and constructed with the following criteria (collectively,
"Minimum Criteria"): (i) any structures shall be compliant with dimensional requirements for the
DT-3 zoning district as reflected in the final site plan for the Project (as defined below) as approved
by Seller; (ii) the development must have adequate screening including facades or other structures,
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for any industrial structures on the Property; (Ili) the architectural standards and exterior materials
used for any buildings, structures, screening, or other massing on the Property shall be in
compliance with the requirements of the DT-3 zoning district as reflected in the final site plan for
the Project as approved by Seller; (iv) the Purchaser agrees that no portion of the Property shall be
used for any purpose other than a data center, supportive office space and other ancillary uses
(collectively, the "Project"); (v) total private investment in the Project, including the cost of the
Property, shall be a minimum of Five Million and 00/100 Dollars ($5,000,000.00) per megawatt
("MW") of total utility load (by way of example and not limitation, if the completed Project uses
24 MW, then the total private investment in the Project will be One Hundred Twenty Million and
00/100 Dollars ($120,000,000.00); (vi) within twelve (12) months following completion of
construction, the Project will create a minimum of fifteen (15) full-time jobs, inclusive of full-time
jobs created by Purchaser and any tenants of the Project, and (vii) after completion of construction,
the operation of the Project will at all times be in compliance with any and all Lansing City Code
regarding noise limitations, and will not be entitled to any exemption for industrial property or
industrial use. The development, construction and ongoing maintenance of the Project shall be
conducted in accordance with all applicable laws and ordinances. The Purchaser acknowledges
and agrees that the development and use of the Property in accordance with this paragraph is a
material part of the consideration to the Seller for this Agreement and the sale of the Property.
2a. Minimum full-time jobs. For purposes of the Agreement, a "full-time employee" shall
include a person 1) who is employed by the Purchaser on a salary, wage, commission, or other
basis, for a minimum period of forty (40) hours per week; and 2) from whose compensation the
Purchaser is required by law to withhold for City income taxes. Compliance with § 2(vi) of this
Agreement will be demonstrated by the Purchaser submitting to the Seller on or before February
1 of the first year after completion of construction and on or before February 1 of each year
thereafter, a certified status report (the "Status Report") signed by the chief executive officer of
the Purchaser, or the general manager of the Project. The Status Report shall set forth the average
number of full-time employees at the Facility during the calendar year preceding the date of the
Status Report, the Company's efforts to fire local residents as required in Paragraph No. 3, and the
Facility costs as of the December 31 st preceding the date of the Status Report. For purposes of
the Agreement, the average full-time employees shall be computed as the average of the number
of full-time employees at the Facility on March 31, June 30, September 30, and December 31 of
the calendar year preceding the date of the Status Report. Each year, for each full-time employee
below the 15 committed by the Purchaser, the Purchaser shall pay to the Seller $1500.00.
3. Consideration. The purchase price for the Property is One Million Four Hundred Thousand
and 00/100 Dollars ($1,400,000.00) (the "Purchase Price"). The Purchase Price shall be payable
by wire transfer of immediately available funds by Purchaser at closing.
4. Deposit. As of the signing of this Agreement Purchaser has deposited Twenty -Five
Thousand and 00/100 Dollars ($25,000.00) with First American Title Insurance Company (the
"Title Company"), which shall serve as and become the earnest money deposit under this
Agreement (the "Deposit"). The Deposit shall be applied to the Purchase Price at closing, or
otherwise distributed in accordance with the terms of this Agreement. The Parties shall enter into
an escrow agreement regarding the Deposit, using a form substantially similar to the standard
escrow agreement utilized by the Title Company, within five (5) days of the signing of this
Agreement.
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5. Survey. The Purchaser may provide, at its sole cost and expense, a survey of the Property,
prepared by a licensed Michigan land surveyor or civil engineer, containing an accurate metes and
bounds description and certification of the acreage of the Property, and showing all improvements,
encroachments, easements, rights -of -way, and the locations of all utility lines on the Property (the
"Survey"). The Survey shall be certified to the Purchaser, the Seller and the Title Company. The
results of the Survey must be determined by the Purchaser during the Inspection Period specified
in paragraph 7 below to be acceptable to the Purchaser, in the Purchaser's sole discretion, or the
Purchaser shall not be required to close.
6. Title Insurance. At the Purchaser's sole cost and expense, the Title Company shall provide
a standard ALTA owner's policy of title insurance, without standard exceptions (other than any
exceptions regarding survey, which shall be the Purchaser's obligation to provide the necessary
survey), in the amount of the Purchase Price effective as of the date of closing. At closing, the
Seller shall deliver to the Title Company an owner's affidavit and such other documents reasonably
required by the Title Company to enable the Title Company to delete its standard exceptions (other
than any exceptions regarding survey, which shall be the Purchaser's obligation to provide the
necessary survey) and to provide a "marked -up" title commitment, dated as of the closing date.
The "marked -up" title commitment shall reflect the Purchaser as the owner of the Property and the
insured under said title commitment. A commitment to issue such policy insuring marketable title
vested in the Purchaser, including a tax status report, and copies of all exceptions to title disclosed
therein, will be obtained by the Purchaser for the Seller's inspection within fifteen (15) days after
the Purchaser's final acceptance of this Agreement. Said commitment and policy shall be issued
by the Title Company. The status of the Seller's title must be marketable and any easements,
reservations, or exceptions that will continue after closing must be acceptable to the Purchaser, or
the Purchaser shall not be required to close.
If the Purchaser, within twenty (20) days of the receipt of the title insurance commitment and
copies of all exceptions to title disclosed therein, makes a written objection to the Seller as to the
marketability of the Seller's title (the "Title Objection"), the Seller shall have thirty (30) days to
cure the Title Objection. In the event the Seller is unable or unwilling to cure the Title Objection
defect, then such defect may be waived by the Purchaser. If the Purchaser is unwilling to waive
the Title Objection, then the Purchaser or the Seller may declare this Agreement terminated, in
which event the Deposit shall be returned to the Purchaser, and the parties shall have no further
obligation or liability to each other.
If, during the Inspection Period, the Seller discovers a title exception, marketable title defect,
unrecorded document, legal right of another, or Title Objection (collectively, "Title Defect") that
the Seller determines in its sole discretion will expose the Seller to: (i) a claim of breach of
obligation or duty of the Seller to a third party; or (ii) a claim for damages, and the Seller is unable
or unwilling to cure the Title Defect, and notifies Purchaser in writing within ten (10) business
days of the discovery thereof, then the Purchaser or the Seller may declare this Agreement
terminated by written notice to the other party. In the event of such termination, this Agreement
shall be deemed null and void and no longer in effect, the Deposit shall be returned to the
Purchaser, and the parties shall have no further obligation or liability to each other.
7. Access; Inspections. Within one hundred eighty (180) days from the date of this Agreement
(the "Inspection Period"), the Purchaser may enter the Property with one (1) business day advance
notice to the Seller to make any inspections, examinations, tests or studies that the Purchaser deems
necessary, provided such activities shall not interfere with the possessory rights of the Seller and
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the Seller's use of the Property. The Purchaser shall be solely responsible for all costs and
expenses incurred in doing so and, if this transaction does not close, it will reasonably restore the
affected property to the substantially same condition it was in prior to its entry on the Property.
The Purchaser agrees to indemnify and hold the Seller, its employees, officers, and agents, free
and harmless from any cost, expense, damage, liability, or claim arising out of or in connection
with the exercise by the Purchaser of the rights conferred by this paragraph.
If during the Inspection Period, the Purchaser is not, for any reason or no reason, satisfied with the
results of the inspections, examinations, tests or studies, in the Purchaser's sole discretion, the
Purchaser may notify the Seller in writing prior to the expiration of the Inspection Period of the
Purchaser's desire to terminate this Agreement. If the Purchaser notifies the Seller in writing of
its desire to terminate this Agreement prior to the expiration of the Inspection Period, the Deposit
shall be returned to the Purchaser and this Agreement shall be deemed null and void. If no notice
is received by the Seller from the Purchaser within the Inspection Period, the Purchaser shall have
been deemed to accept the inspection results of the Property.
Notwithstanding anything to the contrary contained in this Agreement, and as conditions precedent
to the Purchaser's and Seller's obligations to close on the purchase and sale of the Property, during
the Inspection Period all of the following must be completed/performed:
(a) The City of Lansing Planning Board completing and placing on file with the
Lansing City Council ("Council") a review pursuant to the Michigan Planning
Enabling Act (P.A. 33 of 2008 as amended).
(b) Lansing City Council approving this Agreement by resolution. Council has full
and independent authority to approve or reject this Agreement for whatever
reason; a rejection by the Council will not be deemed an act of breach or default
of this Agreement.
(c) The Purchaser completing any and all due diligence activities and reviews, to
Purchaser's sole satisfaction, to determine if the Property is suitable for
Purchaser's Intended Use.
(d) The Purchaser having obtained from the City of Lansing and all governmental
agencies having jurisdiction over the Property all necessary rezoning, site plan
approvals, and other governmental approvals, as determined by the Purchaser
in its sole discretion, allowing the Purchaser to develop the Project (collectively,
the "Governmental Approvals").
(e) The Purchaser having obtained from the City of Lansing and all governmental
agencies having jurisdiction over the Property all necessary permits for the
Purchaser to commence construction of the infrastructure on the Property, and
the Purchaser, the City of Lansing, and all governmental agencies having
jurisdiction over the Property have completed the "pre -construction" meeting
allowing the Purchaser to commence construction of the Project (collectively,
the "Permit Approvals").
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(f) The Purchaser obtaining a firm, written commitment for financing for the
Project, which shall be in an amount and upon terms that are acceptable to
Purchaser in its sole discretion, and an appraisal, both of which are satisfactory
to Purchaser's lender and/or other financing sources to allow the Purchaser to
facilitate the acquisition, construction, and completion of the Project
(collectively, the "Financing Approval").
If during the Inspection Period, Purchaser accepts the physical condition of the Property, but
Purchaser has not obtained, each in a condition satisfactory to Purchaser, in Purchaser's sole
discretion, the Governmental Approvals, the Permit Approvals, and the Financing Approval only,
the Purchaser shall have the right to extend the term of the Inspection Period for an additional
ninety (90) days in order to obtain satisfactory Governmental Approvals, the Permit Approvals,
and the Financing Approval, as the case may be (the "Extended Inspection Period"), by providing
the Seller with written notice prior to the expiration of the Inspection Period.
Within the Extended Inspection Period, as soon as Purchaser obtains the Governmental Approvals,
the Permit Approvals, and the Financing Approval, the Purchaser shall notify the Seller in writing
that Purchaser is prepared to proceed to Closing. If during the Extended Inspection Period, the
Purchaser has not obtained the Governmental Approvals, the Permit Approvals, and the Financing
Approval, then the Deposit shall be turned over to the Seller and this Agreement shall
automatically terminate without any further action of the parties. If the Purchaser notifies the
Seller in writing of its desire to terminate this Agreement prior to the expiration of the Extended
Inspection Period, for any reason, the Deposit shall be turned over to the Seller and this Agreement
shall be deemed null and void without any further action of the parties. If no notice of any kind is
received by the Seller from the Purchaser upon conclusion of the Extended Inspection Period, the
Deposit shall be turned over to the Seller and this Agreement shall be deemed null and void without
the need for any further action by the parties.
The Purchaser agrees that the Purchaser is not relying on any representation or statement made by
the Seller regarding any aspect of the Property, except as may be expressly set forth in this
Agreement. Accordingly, the Purchaser agrees to accept the Property as expressly provided in this
Agreement and set forth in the closing documents agreed to by both Parties.
8. Disclosures; Release. The Seller shall provide or make available to the Purchaser, within ten
(10) days after the date of this Agreement, complete copies of all existing environmental reports,
asbestos surveys, audits, building inspection reports, structural analysis, engineering reports,
surveys, construction drawings, architectural plans and specifications, utility plans and
specifications, and investigations for or affecting the Property which are in the Seller's possession
or control and that the Seller is able to locate. In addition, the Purchaser and/or its agents shall be
authorized to review any public records of the Property on file with the municipal authority having
jurisdiction.
If the Purchaser does not terminate this Agreement and closes on the Property, the Purchaser agrees
that it shall have unconditionally released the Seller from and against any and all liability to the
Purchaser, both known and unknown, present and future, for "environmental damage,"
degradation, response, remediation and clean-up costs to the Property arising out of applicable
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environmental laws or the presence of hazardous substances on, under, or about the Property at
the date of closing.
9. Warranties of Seller. Except as otherwise provided or acknowledged in this Agreement, the
Seller will represent and warrant to the Purchaser at closing, which representations and warranties
shall survive closing, as follows:
a. Marketable title to the Property shall be transferred to the Purchaser on the closing date,
free from liens, encumbrances, claims of others, unless otherwise specified herein or in the
Covenant Deed given and accepted at closing. The Building Authority shall release to
Purchaser any interest it may still have in the Property by Quit Claim Deed (or other form of
deed acceptable to Title Company, Purchaser and Seller to delete any such interest as an
exception to title in Purchaser's owner's policy) given and accepted at closing.
b. Performance of the obligations of the Seller under this Agreement will not violate any
contract, indenture, statute, ordinance, judicial or administrative order or judgment
applicable to the Seller or the Property.
c. There is no litigation or proceeding pending, or to the Seller's knowledge threatened,
against or involving the Seller or the Property, and the Seller does not know of any ground
for any such litigation or proceeding, which could have a material adverse impact on the
Purchaser or the Purchaser's title to the Property.
d. The Seller shall continue its current insurance of the improvements on the Property and
maintain the Property in its current condition during the interim period between the
acceptance of this Agreement and the closing date.
e. The Seller is not aware of any latent defects on the Property not disclosed to Purchaser
10. Warranties of Purchaser. Except as otherwise provided or acknowledged in this Agreement,
the Purchaser will represent and warrant to the Seller at closing, which representations and
warranties shall survive closing, as follows:
a. The performance of the obligations of the Purchaser under this Agreement will not violate
any contract, indenture, judicial or administrative order or judgment applicable to the
Purchaser.
b. There is no litigation or proceeding pending against or involving the Purchaser, and the
Purchaser does not know of any ground for any such litigation or proceeding, which could
have an adverse impact on the Seller or the Seller's interest under this Agreement.
c. Except as otherwise provided or acknowledged in this Agreement or any documents
executed at closing, after the Purchaser completes the Purchaser's due diligence in
accordance with paragraph 7 of this Agreement, the Purchaser acknowledges that if the
Purchaser proceeds to closing the Purchaser is purchasing the Property, and any and all
buildings and improvements located on the Property that are included in the sale, "as is" in
its current physical condition and "where is" as to location.
d. The development and use of the Property shall be completed in accordance with paragraph
2 of this Agreement.
e. Neither Purchaser, nor any of its principals, are in debt or default of any outside agreement
or condition, to the City of Lansing.
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11. Damage to Property. If between the date of this Agreement and the closing date, all or any
part of the Property is damaged by hazard or natural elements or other causes beyond the Seller's
control which cannot be repaired prior to the closing date, Seller shall immediately notify the
Purchaser of such occurrence. The Purchaser may elect to terminate this Agreement by written
notice to the Seller within thirty (30) days after receipt of notice of the damage from the Seller. If
the Purchaser exercises the right to terminate this Agreement, the Deposit shall be returned to the
Purchaser and this Agreement shall be null and void. If the Purchaser does not elect to terminate
this Agreement, there shall be no reduction of the Purchase Price and at closing, and the Seller
shall assign, if permitted by the insurance contract, to the Purchaser whatever rights the Seller may
have with respect to any insurance proceeds.
12. Property Taxes, Special Assessments and Utilities. The Purchaser shall be responsible to
pay all taxes, special assessments and utility rates or charges levied or assessed against the Property
after closing. Seller shall pay or otherwise obtain a waiver of all taxes, special assessments and
utility rates or charges levied or assessed against the Property prior to closing and as of the closing
date.
The Purchaser acknowledges and agrees that future tax revenue from the development and
ownership of the Property is a material part of the consideration to the Seller for this Agreement
and the sale of the Property. The Purchaser agrees not to transfer or close on the sale of all or part
of the Property to an entity that will result in the Property becoming tax exempt. The Purchaser
agrees that the Property will be placed on the tax rolls and remain on the tax rolls for a period of
not less than twenty (20) years commencing with the date of closing. In the event the Property is
removed from the tax rolls after the commencement of the twenty (20) year taxing period for the
Property, but prior to the expiration of such period, then the Purchaser or the then current owner
of the Property will reimburse the City for an amount equal to the taxable value of the improved
Property in the year before it is no longer taxed (the "Base Value") times nineteen and 44/100
(19.44) mills, which shall equal the "Annual Amount" for each year remaining up to and including
the final year of the twenty (20) year period.
The amount payable to the Seller will be either paid on an annual basis or in one lump sum. If the
Purchaser or the then current owner of the Property elects to make annual payments, the Base
Value shall be increased each year over the prior year's Base Value by the rate promulgated
annually by the State Tax Commission to cap taxable value. If the Purchaser or the then current
owner of the Property elects to make a lump sum payment, the lump sum payment shall be
calculated by increasing the Annual Amount by three percent (3.0%) for each year remaining and
discounting back at five percent (5.0%), equaling the net present value. The lump sum is due and
payable on or before the Purchaser closes on the transfer or sale of the Property to the State of
Michigan or other agency or entity that results in the Property becoming tax exempt or unless the
Purchaser or the then current owner of the Property elects to make annual payments. The annual
payments shall be due and payable on or before June 15th, commencing in the year the Property
is no longer taxed and continuing on June 15th of each year for the remaining time.
Notwithstanding the foregoing, if the Property is taken off the tax rolls through eminent domain,
condemnation, or any other governmental taking, whatsoever, the Purchaser or the then current
owner of the Property shall not be obligated to reimburse the Seller for the taxable value under this
paragraph.
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13. Closing. The closing (the "Closing") will take place as soon as possible following the
satisfaction of all conditions precedent specified in this Agreement, and in no event later than sixty
(60) days following the earlier of. (i) the expiration of the Inspection Period, or Extended
Inspection Period, as the case may be; or (ii) the date the Purchaser obtains all of the Governmental
Approvals, the Permit Approvals, and the Financing Approval, and the conditions precedent in
Section 7 met or deemed waived if applicable. The Closing will occur at the offices of the Title
Company, at a time mutually agreed upon by the Purchaser and the Seller, or at another location
as mutually agreed upon by the parties. The Purchaser shall pay the recording fees and any costs
associated with any financing the Purchaser may obtain, the title commitment, and the title policy.
Each party shall pay its own attorneys' fees and costs.
At the Closing, the Seller shall deliver the following to the Purchaser or the Title Company, as
indicated:
a. A Covenant Deed from the Seller, and a Quit Claim Deed or other form of deed as
reflected in paragraph 9a above from the Building Authority as specified in this Agreement;
b. Copies of the Seller's organizational and authority documents sufficient to establish to the
Purchaser and the Title Company, the Seller's authority to enter into and to consummate this
transaction;
c. Any other documents required by this Agreement to be delivered by the Seller.
At the Closing, the Purchaser shall deliver the following:
a. To the Seller, the Purchase Price specified in paragraph 3 above, less the Deposit, in the
form of U.S. currency, by wire transfer of immediately available funds, as adjusted by the
apportionments and assignments in accordance with this Agreement;
b. Copies of Purchaser's organizational and authority documents, sufficient to establish to
Seller and the Title Company, the Purchaser's authority to enter into and consummate this
transaction;
c. Any other documents required by this Agreement to be delivered by the Purchaser.
14. Statement of Lack of Necessity. Pursuant to Lansing City Charter 8-403 and the real property
disposition ordinances promulgated thereunder, the real property to be disposed of in this
Agreement, or any other agreements referenced or required herein, is not necessary for public
purposes.
15. Brokers. Each party represents and warrants that there are no brokers', finders' or similar
fees or commissions in connection with this transaction, except that Purchaser has engaged Martin
Commercial Properties ("Martin") as its commercial broker, which commission Purchaser will pay
pursuant to its separate agreement with Martin.
16. Assignment. The Purchaser may not assign this Agreement without the prior written consent
of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. If
consented to by Seller, any assignee(s) shall be subject to all of the conditions of this Agreement
as if they were an original party thereto.
17. Breach and Remedies. In the event of default by the Purchaser under this Agreement prior
to the Closing, the Seller's sole remedy at law or equity shall be to declare forfeiture and obtain
the entire Deposit as liquidated damages, in full termination of this Agreement. In the event of a
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default by the Seller, the Purchaser may, at its option, elect to: (i) specifically enforce the terms of
this Agreement, in which event, the Purchaser shall be entitled to recover from the Seller the court
costs and reasonable attorneys' fees incurred by the Purchaser in specifically enforcing this
Agreement; or (ii) demand and be entitled to an immediate refund of the entire Deposit in full
termination of this Agreement. In the event of default by the Purchaser under this Agreement after
Closing, Seller may seek all rights and remedies available at law, in equity, or in this Agreement
to enforce all its rights and Purchaser's obligations under this Agreement. To the extent permitted
by law, the parties agree that the jurisdiction and venue for any action brought to enforce rights or
obligations under this Agreement shall be solely in the State Courts in Ingham County, Michigan
and that the applicable laws, should any choice of law arise, shall be those of the State of Michigan.
18. Notices. Any notice required or permitted by this Agreement shall be sufficient if in writing
and either delivered personally or by regular mail addressed to the parties at their addresses
specified below, and any notices given by mail shall be deemed to have been given as of the next
business day following the date of posting.
In case of the Seller, addressed to or delivered personally to:
Rawley Van Fossen
Director, Department of Economic Development and Planning
316 North Capitol Avenue
Lansing, MI 48933
and with a copy mailed or delivered to:
Lansing City Attorney
124 West Michigan Avenue
City Hall-51h Floor
Lansing, MI 48933
In case of the Purchaser, addressed to or delivered personally to:
Deep Green Technologies USA LLC
1007 N. Orange Street
4t1i Floor, Suite 1382
Wilmington Delaware 19801
and with a copy mailed or delivered to:
Michell D. Goldsmith, Esq.
Taft Stettinius & Hollister
111 E. Wacker Drive, Suite 2600
Chicago, Illinois 60601-4208
Either party may change its address for notices, from time to time, by designating the new address
in writing and forwarding it to the other party as provided in this paragraph.
19. Miscellaneous.
a. This is the entire agreement between the parties regarding its subject matter. This
Agreement supersedes any and all other agreements, either oral or written, between the
parties with respect to the subject matter of this Agreement. This Agreement may not be
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modified or amended except in writing executed by both parties. The captions are for
reference only and shall not affect the interpretation of this Agreement. More than one copy
of this Agreement may be signed, but all constitute but one agreement. A facsimile or
electronically transmitted signature by any party to this Agreement shall constitute a binding
signature to this Agreement.
b. This Agreement shall be binding upon the parties and their subrogees, successors, and
assigns. Time is deemed to be of the essence of all undertakings and agreements of the
parties hereto.
c. Whenever this Agreement requires that something be done within a specified period of
days, that period shall (i) not include the day from which the period commences, (ii) include
the day upon which the period expires, (iii) expire at 5:00 p.m. U.S. Eastern time on the day
upon which the period expires, and (iv) be construed to mean calendar days; provided, that
if the final day of the period falls on a Saturday, Sunday or City of Lansing holiday, the
period shall extend to the first business day thereafter.
d. Purchaser shall have possession of the Property from and after the Closing, free and clear
of any rights or claims of possession by any third party or the Seller.
e. Purchaser agrees that in the event construction of the Project has not commenced, which
is defined as vertical construction of a permanent structure on the Property (as evidenced by
work done beyond demolition and groundbreaking, pursuant to a Building Permit issued
consistent with the approved site plan), within two (2) years from the date of closing (the
"Outside Commencement Deadline"), then Seller shall have the right, but not the obligation,
within ninety (90) days from the Outside Commencement Deadline, to purchase the Property
back from Purchaser for an amount equal to the Purchase Price, plus any state and county
transfer taxes, title insurance, and all closing costs and recording fees (the "Right of
Reacquisition"). Notwithstanding anything to the contrary in the foregoing, if Purchaser's
failure to timely commence construction of the Project is due to Seller's action or failure to
act, then the Outside Commencement Deadline shall be extended by the number of days that
Seller's action or failure to act caused any delay in the commencement of the construction of
the Project. If Seller exercises its Right of Reacquisition, it must do so only in accordance
with this Paragraph 19e, and shall provide written notice of such exercise to Purchaser;
however, provided Seller is not otherwise in breach of its obligations under this Agreement,
Purchaser shall not have any right to cure or contest the Reacquisition.
f. The Covenant Deed from Seller to Purchaser shall be in the form attached hereto as Exhibit
B.
g. A Memorandum of Development Agreement, in the form attached hereto as Exhibit C,
shall be recorded at the time of closing.
[SIGNATURES OF THE PARTIES ON THE NEXT PAGE]
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The parties have signed this Agreement as of the date first above written.
CITY OF LANSING
PURCHASER
Deep Green Technologies USA LLC
DocuSigned by:
By: Andy Schor, Mayor By: l �-,
d`IK '&C421...
Its: Director
By:
Chris Swope, Clerk
Approved as to form:
By:
Gregory Venker, City Attorney
CITY OF LANSING BUILDING
AUTHORITY
Andrew Kilpatrick, Chairperson
[Signature Page of that certain Buy -Sell Agreement between Deep Green Technologies USA
LLC as the Purchaser, the City of Lansing, a Michigan municipal corporation, as the Seller, and
the City of Lansing Building Authority, a public body corporate, as a party in interest]
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EXHIBIT A
LEGAL DESCRIPTION
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EXHIBIT B
FORM OF COVENANT DEED
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EXHIBIT C
FORM OF MEMORANDUM OF DEVELOPMENT AGREEMENT
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