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CITY OF MUSKEGON
DOWNTOWN DEVELOPMENT AUTHORITY (“DDA”) / BROWNFIELD
REDEVELOPMENT AUTHORITY
SPECIAL MEETING
DATE OF MEETING: Thursday, February 27, 2020
TIME OF MEETING: 9:00 AM
PLACE OF MEETING: Muskegon Lakeshore Chamber
Training Room
380 W. Western Ave., Suite 202
AGENDA
I, Roll Call
IL. Brownfield Redevelopment Authority Business
A. Authorization of BRA chair to sign Sweetwater consent to
assignment/Dave Alexander
B. Authorization for chair to sign future consent to assignment
agreements/Dave Alexander
C. Brownfield training
Ill. Adjourn
AMERICAN DISABILITY ACT POLICY FOR ACCESS TO OPEN MEETING OF THE
CITY COMMISSION AND ANY OF ITS COMMITTEES OR SUBCOMMITTEES
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, upon 24- hour notice to the City of Muskegon. Individuals with disabilities requiring auxiliary aids or
services should contact the City of Muskegon by writing or calling the following: Ann Marie Meisch, City Clerk at 933
Terrace Street, Muskegon, MI 49440 or by calling (231) 724-6705 or TTY/TDD: Dial 7-1-1 and request that a
representative dial 231-724-6705
AGENDA ITEM II (A) — Sweetwater consent to assignment agreement
STAFF SUMMARY
292 W. Western Brownfield Plan
acknoledgement and consent to assignment
Requesting party: Sweetwater Development LLC and Chemical Bank
Outline of the request: Provide authorization to the BRA chair to sign the
proposed acknowledgement and consent to assignment document presented by
Sweetwater Development LLC and its lending institution Chemical Bank.
Background: Sweetwater Development LLC, developer of The Leonard Building
at 292 W. Western, has an approved brownfield plan and the BRA has a
development and reimbursement agreement with Sweetwater. In securing bank
financing, the attached security and collateral assignment includes the bank’s
potential capture of the Tax Increment Finance payments to Sweetwater. The BRA
needs to acknowledge this. There is no financial implication for the BRA or the
city. In your packet is the proposed bank security and collateral assignment
agreement of Sweetwater and the BRA’s acknowledgement and consent.
Staff recommendation: Approve the attached consent (Dave Alexander)
Suggested motion: I move to authorize/not authorize the Brownfield
Redevelopment Authority chair to sign the acknowledgement and consent to
assignment agreement for Sweetwater Development LLC (The Leonard/292 W.
Western) and Chemical Bank.
ACKNOWLEDGMENT AND CONSENT TO ASSIGNMENT
THE CITY OF MUSKEGON BROWNFIELD REDEVELOPMENT AUTHORITY
(“BRA”) hereby acknowledges and consents to the foregoing Assignment and agrees (as limited
herein) to the Borrower collaterally assigning to Chemical Bank, a division of TCF National Bank
(the “Lender”), and granting the Lender a security interest in Borrower’s rights to reimbursement
of its Eligible Costs under the Brownfield Development and Reimbursement Agreement dated
August 13, 2019 realized from Borrower’s Project (as identified in the Development and
Reimbursement Agreement) subject to the terms and conditions of the Development and
Reimbursement Agreement.
BRA agrees that there shall be no amendment or modification of the Development and
Reimbursement Agreement without the prior written consent of Lender.
To the best of its knowledge, BRA has not received any notices of any prior assignment of
the Development and Reimbursement Agreement by Borrower.
This Acknowledgment shall be binding upon and inure to the benefit of the successors and
assigns of BRA and Lender.
This Acknowledgment shall be governed by and construed in accordance with the laws of
the State of Michigan.
CITY OF MUSKEGON BROWNFIELD
REDEVELOPMENT AUTHORITY
By:
Dated: , 2020
DMS 16242252.1
SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT
(Brownfield)
FOR VALUE RECEIVED, SWEETWATER DEVELOPMENT PARTNERS, LLC, a
Michigan limited liability company, with offices at 22 South Harbor Drive, Suite 101, Grand
Haven, MI 49503 (“Borrower”), does hereby grant, assign and transfer to CHEMICAL BANK, a
division of TCF National Bank, with offices at 150 Ottawa Avenue NW, Suite 900, Grand
Rapids, Michigan 49503 (“Lender”), a security interest and all of its other right, title and interest
in and to (a) Borrower’s accounts and general intangibles, now or in the future owned or inuring
to the benefit of Borrower, and any and all rights related thereto, including without limitation,
that certain Brownfield Development and Reimbursement Agreement dated as of August 13,
2019, (the “Reimbursement Agreement”), by and between the City of Muskegon Brownfield
Redevelopment Authority (the “BRA”) and Borrower, as the same may be amended from time to
time, including, without limitation, rights to reimbursement thereunder for Borrower’s project
located at 292 W. Western Ave, and (b) all proceeds of the foregoing (collectively, the
“Collateral”).
This Security Agreement and Collateral Assignment (the “Security Agreement and
Assignment”) is given to secure the full and prompt payment, whether at stated maturity,
accelerated maturity or otherwise, of any and all indebtedness, whether fixed or contingent
(collectively the “Indebtedness’’) and the complete, faithful and punctual performance of any and
all other obligations (collectively the “Obligations”) of Borrower to Lender under the terms and
conditions of (a) the Construction Loan Agreement dated as of even date herewith by and
between Borrower and Lender (as amended, the “Construction Loan Agreement”); (b)
Promissory Note No. 1 (Chemical), dated as of even date herewith made by Borrower to Lender
in the original principal amount of Five Million Nine Hundred Thousand and 00/100 Dollars
($5,900,000) and any and all renewals, amendments, modifications, reductions and extensions
thereof and substitutions therefor (collectively, the “Construction Note”); (c) Promissory Note
No. 2 (MCRP) of even date herewith, made by Borrower to Lender, in the original principal
amount of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) and any and all
renewals, amendments, modifications, reductions and extensions thereof and substitutions
therefor (collectively the “MCRP Note,” and, together with the Construction Note, the “Notes”);
(d) the Construction Leasehold Mortgage dated as of even date herewith (the “Security
Interest”); and (e) any other instrument, document, certificate or affidavit heretofore, now or
hereafter given by Borrower evidencing or securing or by any person guaranteeing all or any part
of the foregoing (the same, together with the Construction Loan Agreement, the Notes, the
Security Instrument and all other documents evidencing or securing the obligations are
hereinafter referred to as the “Loan Documents”).
Borrower represents and warrants to Lender that the Collateral is free from any previous
security interest, pledge, mortgage, encumbrance, assignment, transfer or sale. Further, Borrower
agrees not to grant a security interest in or pledge, mortgage, encumber, assign, transfer or sell its
interest in the Collateral so long as this Security Agreement and Assignment is in effect.
Borrower agrees to provide Lender with copies of all reports, statements and certificates
provided to the BRA relating to Borrower or the Property and all other documents relating
thereto reasonably requested by Lender promptly upon receipt of a written request therefor.
Borrower shall execute and/or deliver to Lender at any time and from time to time
hereafter at the request of Lender all agreements, instruments, documents and other written
matter that Lender may reasonably request in a form and substance reasonably acceptable to
Lender, to perfect and maintain perfected Lender’s security interest in the Collateral. Lender
may file financing statements to perfect and continue perfection of its security interest without
Borrower’s signature. Borrower shall immediately notify Lender in writing of any change in
Borrower’s name, or company structure, and of any change in the location of Borrower’s
jurisdiction of organization.
Borrower irrevocably constitutes and appoints Lender as its agent and attorney-in-fact to
demand, enforce and receive Borrower’s rights with respect to the Collateral, and to do any and
all acts in the name of Lender with the same force and effect as Borrower could do if this
Security Agreement and Assignment had not been made.
This Security Agreement and Assignment shall be binding upon and inure to the benefit
of the successors and assigns of Borrower and Lender. This Security Agreement and Assignment
is assignable by Lender to any subsequent holder of the Notes.
This Security Agreement and Assignment shall be governed by and construed in
accordance with the laws of the State of Michigan. In addition to any rights and remedies
granted to Lender hereunder, Lender shall have all rights and remedies of a secured party under
the Uniform Commercial Code as enacted in the State of Michigan.
If and when the Indebtedness shall have been fully paid and satisfied and the Obligations
have been fully performed without the necessity of Lender exercising its rights hereunder, this
Security Agreement and Assignment shall terminate and thereafter be of no effect.
[signature page follows]
IN WITNESS WHEREOF, Borrower has caused this Security Agreement and
Assignment to be executed on the day of , 2020.
SWEETWATER DEVELOPMENT
PARTNERS, LLC
By:
Corey Leonard
Its: Manager
STATE OF MICHIGAN __ )
) ss.
COUNTY OF )
The undersigned, a Notary Public in and for the said County, in the State aforesaid,
DOES HEREBY CERTIFY that Corey Leonard, the Manager of SWEETWATER
DEVELOPMENT PARTNERS, LLC, a Michigan limited liability company, who is personally
known to me to be the same person whose name is subscribed to the foregoing instrument
appeared before me this day in person and acknowledged that he/she signed and delivered the
said instrument as his/her own free and voluntary act and as the free and voluntary act of said
limited liability company for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of , 2020.
Notary Public
County, Michigan
Acting in County, Michigan
My commission expires:
DMS 16240664.1
[Signature page - Security Agreement and Collateral Assignment]
AGENDA ITEM II (B) — Authorization for future signatures
STAFF SUMMARY
Authorization for BRA chair to sign future consent to assignment requests
Requesting party: City staff and city attorney
Outline of the request: There may be future requests for acknowledgement and
consent to assignment agreements. As long as there are no financial implications
for the Brownfield Redevelopment Authority and the city, staff would like prior
approval to have the BRA chair sign those on your behalf.
Background: The city does not want to delay bank financing for Brownfield
Redevelopment Authority projects due to the BRA chair’s signature on documents
such as the Sweetwater/Chemical Bank agenda item. City Attorney John Schrier
suggested we get prior authorization for the BRA chair’s signature in the future so
as not to delay development by waiting until the monthly BRA meeting.
Staff recommendation: Approve the motion (Dave Alexander)
Suggested motion: I move to authorize/not authorize the Brownfield
Redevelopment Authority chair to sign future acknowledgement and consent
assignment agreements for approved brownfield plans when there are no financial
implications for the BRA or city.
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