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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: 11-23-2021 Title: Brownfield Development & Reimbursement
Agreement, Viridian Land Shores Co, LLC
(Viridian Shores at Harbor 31 Redevelopment
Project), 150 Viridian Drive
Submitted By: Peter Wills Department: Economic Development
Brief Summary: Approval of the Brownfield Development and Reimbursement Agreement for the Viridian
Land Shores Co, LLC (Viridian Shores at Harbor 31 Redevelopment Project) and to consider the attached
resolution .
Detailed Summary: The 3.5-acre property represents a portion of the former Teledyne Continental Motors
industrial facility and would result in the construction of an approximately 63,000 square foot multi-story 118-
unit senior living building with surrounding asphalt parking areas, concrete walkways and landscaping .
The Brownfield Plan Amendment was approved by the Authority on May~ 2021 and the City
Commission on May 25th, 2021 . The Brownfield Plan is for a period ~ ears and includes Brownfield
Eligible Activity costs estimated at $4,018,080. The property is within the ODA and it is anticipated that all
taxes captured will go towards the Brownfield TIF during the life of the Plan. Eligible costs include due care ,
environmental response activities, demolition, asbestos abatement, site preparation, infrastructure
improvements, Brownfield Plan preparation, administration costs, and interest expense (5%) .
The Development & Reimbursement Agreement outlines the procedures for the City to reimburse the
Developer for eligible expenses within the Brownfield Plan. The Authority shall pay 100% of the available
Brownfield TIF Revenue to the Developer to reimburse the costs of Developer Eligible Activities. The
Developer will provide the BRA a request for payment of eligible expenses. The BRA has 30 days to approve
the request. Payments are made on a semi-annual basis when incremental local taxes are captured and
available. The BRA approved this Agreement at its November 9, 2021 meeting .
Amount Requested : N/A Amount Budgeted : N/A
Fund(s) or Account(s) : Fund(s) or Account(s):
Recommended Motion: Approval of the Viridian Land Shores Co, LLC Brownfield Development and
Reimbursement Agreement and authorize the Mayor and City Clerk to sign.
Check if the following Departments need to approve the item first:
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IT Dept. 0
For City Clerk Use Only:
Commission Action:
RESOLUTION APPROVING THE BROWNFIELD
DEVELOPMENT AND REIMBURSEMENT AGREEMENT
Viridian Land Shores Co, LLC (160 Viridian Dr)
Virldian Shores at Harbor 31 Redevelopment Project
County of Muskegon, Michigan
2021-November 23
2021-104(F)
Minutes of a Regular Meeting of the City Commission of the City of Muskegon, County of
Muskegon, Michigan (the "City"), held in the City Commission Chambers on the 23rd day of
November, 2021 at 5:30 p.m., prevailing Eastern Time.
PRESENT:
ABSENT:
The following preamble and resolution were offered by Commissioner and
Johnson
supported by Commissioner Ri11smea-Sybenga
WHEREAS, in accordance with the provisions of Act 381, Public Acts of Michigan, 1996,
as amended ("Act 381 "), the City of Muskegon Brownfield Redevelopment Authority (the
"Authority") has prepared and approved a Development and Reimbursement Agreement; and
WHEREAS, the Authority has forwarded the Development and Reimbursement
Agreement to the City Commission requesting its approval of the Development and
Reimbursement Agreement; and
NOW, THEREFORE, BE IT RESOLVED THAT:
1. That the Brownfield Plan constitutes a public purpose under Act 381.
2. That the Brownfield Plan meets all the requirements of Section 13(1) of Act 381.
3. That the proposed method of financing the costs of the eligible activities, as identified
in the Brownfield Plan and defined in Act 381, is feasible and the Authority has the
authority to arrange the financing.
4. That the costs of the eligible activities proposed in the Brownfield Plan are
reasonable and necessary to carry out the purposes of Act 381.
5. That the amount of captured taxable value estimated to result from the adoption of the
Brownfield Plan is reasonable.
6. That the Development and Reimbursement Agreement is approved and is effective
immediately.
7. That all resolutions or parts of resolutions in conflict herewith shall be and the same are
hereby rescinded .
Be it Further Resolved that the Mayor and City Clerk are hereby authorized to execute all
documents necessary or appropriate to implement the provisions of the Brownfield Plan.
AYES: Emory, Johnson, Gawron, Hood, German, and Rinsema-Sybenga
NAYS: None
ABSENT: Ramsey
RESOLUTION DECLARED APPROVED.
~-~~~ Ann Marie Meisch, City rk
1/
s
I hereby certify that the foregoing is a true and complete copy of a resolution adopted by the
City Commission of the City of Muskegon, County of Muskegon, State of Michigan, at a regular
meeting held on November 23, 2021 and that said meeting was conducted and public notice of said
meeting was given pursuant to and in full compliance with the Open Meetings Act,being Act 267,
Public Acts of Michigan, 1976, as amended, and that the minutes of said meetingwere kept and will
be or have been made available as required by said Act.
Ann Marie Meisch, City Clerk
DEVELOPMENT AND REIMBURSEMENT AGREEMENT
This DEVEL,OPMENT AND REIMBURSEMENT AGREEMENT (the "Agreement")
is made on s" "l 5 , 1- oT I , by and among the CITY OF MUSKEGON
BROWNFIELD REDEVELOPMENT AUTHORITY, a Michigan public body corporate
whose address is 933 Terrace Street, Muskegon, Michigan 49443 (the "Authority"), the
CITY OF MUSKEGON, a public body corporate whose address is 933 Terrace Street,
Muskegon, Michigan 49443 (the "City"), and Viridian Land Shores Co, LLC, a Michigan
limited liability company whose address is 2325 Belmont Center Drive NE, Belmont,
Michigan 49306 (the "Developer").
RECITALS
A. Pursuant to P.A. 381 of 1996, as amended ("Act 381"), the Authority
approved and recommended a Brownfield P_lrn which was duly approved by the City (t~e
"Plan"). The Plan was amended on s )"1-.s L1-f (the "Amendment," and, together with
the Plan, the "Brownfield Plan" - See Exhibit A) to identify a new residential
condominium project proposed by the Developer.
B. The Brownfield Plan includes specific eligible activities associated with the
Developer's plan to develop land located at 150 Viridian Drive in Muskegon, Michigan
(collectively, the "Developer Property").
C. The Developer owns the Developer Property, which is included in the
Brownfield Plan as an "eligible property" because it was determined to be a "facility", as
defined by Part 201 of the Natural Resources and Environmental Protection Act ("Part
201"), or adjacent and contiguous to an "eligible property."
D. The Developer intends to conduct eligible activities on the Developer
Property including the construction of 33 residential condominium units with surrounding
asphalt parking areas, concrete walkways and landscaping (the "Project"), including
department specific environmental activities, demolition, site preparation and
infrastructure improvement activities, a 15% contingency and brownfield plan/work plan
preparation and development, as described in the Brownfield Plan (the "Developer
Eligible Activities"). All of the Developer Eligible Activities are eligible for reimbursement
under Act 381. The total cost of the Eligible Activities, including contingencies and
interest, are $4,018,080 (the "Total Eligible Brownfield TIF Costs").
E. Act 381 permits the Authority to capture and use local and certain school
property tax revenues generated from the incremental increase in property value of a
redeveloped brownfield site constituting an "eligible property" under Act 381 (the
"Brownfield TIF Revenue") to pay or to reimburse the payment of Eligible Activities
conducted on the "eligible property." The Brownfield TIF Revenue will be used to
reimburse the Developer for the Developer Eligible Activities incurred and approved for
the Project.
F. In accordance with Act 381, the parties desire to establish the procedure for
using the available Brownfield TIF Revenue generated from the Property to reimburse the
Developer for completion of Eligible Activities on the Property in an amount not to exceed
the Total Eligible Brownfield TIF Costs.
NOW, THERFORE, the parties agree as follows:
1. Reimbursement Source.
(a) During the Term (as defined below) of this Agreement, and except as set
forth in paragraph 2 below, the Authority shall reimburse the Developer for the costs of
their Eligible Activities conducted on the Developer Property from the Brownfield TIF
Revenue collected from the real and taxable personal property taxes on the Developer
Property. The amount reimbursed to the Developer for their Eligible Activities shall not
exceed the Total Eligible Brownfield TIF Costs, and reimbursements shall be made on
approved costs submitted and approved in connection with the Developer Eligible
Activities, as follows:
(i) the Authority shall pay 100% of available Brownfield TIF Revenue to
Developer to reimburse the cost of the Developer Eligible Activities submitted and
approved for reimbursement by the Authority until Developer is fully reimbursed;
and
(b) The Authority shall capture Brownfield TIF Revenue from the Property and
reimburse the Developer for their Eligible Activities until the earlier of the Developer being
fully reimbursed or December 31, 2047. Unless otherwise prepaid by the Authority,
payments to the Developer shall be made on a semi-annual basis as incremental local
taxes are captured and available.
2. Developer Reimbursement Process.
(a) The Developer shall submit to the Authority, not more frequently than on a
quarterly basis, a "Request for Cost Reimbursement" for Developer Eligible Activities paid
for by the Developer during the prior period. All costs for the Developer Eligible Activities
must be consistent with the approved Brownfield Plan. The Developer must include
documentation sufficient for the Authority to determine whether the costs incurred were
for Developer Eligible Activities, including detailed invoices and proof of payment. Copies
of all invoices for Developer Eligible Activities must note what Developer Eligible Activities
they support.
(b) Unless the Authority disputes whether such costs are for Developer Eligible
Activities within thirty (30) days after receiving a Request for Cost Reimbursement from
the Developer, the Authority shall pay the Developer the amounts for which submissions
have been made pursuant to paragraph 2(a) of this Agreement in accordance with the
priority set forth in paragraph 1, from which the submission may be wholly or partially paid
from available Brownfield TIF Revenue from the Developer Property.
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(i) The Developer shall cooperate with the Authority's review of its
Request for Cost Reimbursement by providing supplemental information and
documentation which may be reasonably requested by the Authority.
(ii) If the Authority determines that requested costs are ineligible for
reimbursement, the Authority shall notify the Developer in writing of its reasons for
such ineligibility within the Authority's thirty (30) day period of review. The
Developer shall then have thirty (30) days to provide supplemental information or
documents to the Authority demonstrating that the costs are for Developer Eligible
Activities and are eligible for reimbursement.
(c) If a partial payment is made to the Developer by the Authority because of
insufficient Brownfield TIF Revenue captured in the semi-annual period for which
reimbursement is sought, the Authority shall make additional payments toward the
remaining amount within thirty (30) days of its receipt of additional Brownfield TIF
Revenue from the Developer Property until all of the amounts for which submissions have
been made have been fully paid to the Developer, or by the end of the Term (as defined
below), whichever occurs first. The Authority is not required to reimburse the Developer
from any source other than Brownfield TIF Revenue.
(d) The Authority shall send all payments to the Developer by registered or
certified mail, addressed to the Developer at the address shown above, or by electronic
funds transfer directly to the Developer's bank account. The Developer may change its
address by providing written notice sent by registered or certified mail to the Authority.
4. Term of Agreement.
The Authority's obligation to reimburse the Developer for the Total Eligible
Brownfield TIF Costs incurred by each party under this Agreement shall terminate the
earlier of the date when all reimbursements to the Developer required under this
Agreement have been made or December 31, 2047 (the 'Term"). If the Brownfield TIF
Revenue ends before all of the Total Eligible Brownfield TIF Costs have been fully
reimbursed to the Developer, the last reimbursement payment by the Authority shall be
paid from the summer and winter tax increment revenue collected during the final year of
this Agreement.
5. Adjustments.
If, due to an appeal of any tax assessment or reassessment of any portion of the
Developer Property, or for any other reason, the Authority is required to reimburse any
Brownfield TIF Revenue to any tax levying unit of government, the Authority may deduct
the amount of any such reimbursement, including interest and penalties, from any
amounts due and owing to the Developer. If all amounts due to the Developer under this
Agreement have been fully paid or the Authority is no longer obligated to make any further
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payments to the Developer, the Authority shall invoice the Developer for the amount of
such reimbursement and the Developer shall pay the Authority such invoiced amount
within thirty (30) days of the receipt of the invoice. Amounts withheld by or invoiced and
paid to the Authority by the Developer pursuant to this paragraph shall be reinstated as
Developer Eligible Activities, respectively, for which the Developer shall have the
opportunity to be reimbursed in accordance with the terms, conditions, and limitations of
this Agreement. Nothing in this Agreement shall limit the right of the Developer to appeal
any tax assessment.
6. Legislative Authorization.
This Agreement is governed by and subject to the restrictions set forth in Act 381.
If there is legislation enacted in the future that alters or affects the amount of Brownfield
TIF Revenue subject to capture, eligible property, or Eligible Activities, then the
Developer's rights and the Authority's obligations under this Agreement shall be modified
accordingly as required by law, or by agreement of the parties.
7. Notices.
All notices shall be given by registered or certified mail addressed to the parties at
their respective addresses as shown above. Any party may change the address by
written notice sent by registered or certified mail to the other party.
8. Assignment.
This Agreement and the rights and obligations under this Agreement shall not be
assigned or otherwise transferred by any party without the consent of the other party,
which shall not be unreasonably withheld, provided, however, the Developer may assign
their interest in this Agreement to an affiliate without the prior written consent of the
Authority if such affiliate acknowledges its obligations to the Authority under this
Agreement upon assignment in writing on or prior to the effective date of such
assignment, provided, further, that the Developer may each make a collateral assignment
of their share of the Brownfield TIF Revenue for project financing purposes. As used in
this paragraph, "affiliate" means any corporation, company, partnership, limited liability
company, trust, sole proprietorship or other entity or individual which (a) is owned or
controlled by the Developer, (b) owns or controls the Developer or (c) is under common
ownership or control with the Developer. This Agreement shall be binding upon and inure
to the benefit of any successors or permitted assigns of the parties.
9. Entire Agreement.
This Agreement supersedes all agreements previously made between the parties
relating to the subject matter. There are no other understandings or agreements between
the parties.
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10. Non-Waiver.
No delay or failure by either party to exercise any right under this Agreement, and
no partial or single exercise of that right, constitutes a waiver of that or any other right,
unless otherwise expressly provided herein.
11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws
of the State of Michigan.
12. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same
instrument.
[Signature page follows]
5
The parties have executed this Agreement on the date set forth above.
CITY OF MUSKEGON BROWNFIELD
REDEVELOPMENT AUTHORITY
~~~
Its:
Viridian Land Shores Co, LLC
By:
Its:
19886336-2
Signature Page to Development and Reimbursement Agreement
The parties have executed this Agreement on the date set forth above.
CITY OF MUSKEGON BROWNFIELD
REDEVELOPMENT AUTHORITY
c:_
71{¼L--IL
By:
ll*&r
Its:
Viridian Land Shores Co, LLC
~Its:
19886336-2
Signature Page to Development and Reimbursement Agreement
EXHIBIT A
Copy of Brownfield Plan
7
City of Muskegon
Brownfield Redevelopment Authority
County of Muskegon, State of Michigan
RESOLUTION APPROVING BROWNFIELD DEVELOPMENT AND REIMBURSEMENT
AGREEMENT
Viridian Land Shores Co, LLC
Viridian Shores at Harbor 31 Redevelopment Project
Minutes of a meeting of the Board of the City of Muskegon Brownfield Redevelopment
Authority ("Authority"), County of Muskegon, State of Michigan, held in the City Hall on the 9th of
November, 2021 at 10:30 a.m., prevailing Eastern Time.
PRESENT: Members - M. Bottomley, B. Hastings, J. Riegler, M. Johnson Sr., J. Moore, F.
DePung, D. Kalisz.
ABSENT: Members - M. Kleaveland, H. Systema, J. Wallace Jr., F. Peterson, D. Pollock,
S. Black.
The following preamble and resolution were offered by Member M. Johnson Sr. and
supported by Member D. Kalisz:
WHEREAS, the Authority approved a Brownfield Plan Amendment to include the Viridian
Shores at Harbor 31 Redevelopment Project ("Project") during its meeting on May 11, 2021;
WHEREAS, the Viridian Shores at Harbor 31 Redevelopment Project Brownfield Plan
Amendment includes tax increment financing to pay for certain eligible activities related to the
Project;
WHEREAS, a Development and Reimbursement Agreement between the City and
Viridian Land Shores Co, LLC has been negotiated to provide for reimbursement of the costs of
eligible activities identified in the Brownfield Plan Amendment.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. The Development and Reimbursement Agreement between the City and Viridian
Land Shores Co, LLC for the Viridian Shores at Harbor 31 Redevelopment Project
Brownfield Plan Amendment is necessary to facilitate the implementation of the
Brownfield Plan.
2. The Authority hereby approves the Development and Reimbursement Agreement for
the Viridian Shores at Harbor 31 Redevelopment Project Brownfield Plan, and
recommends the approval of the Agreement by the Muskegon City Commission.
3. Repealer. All resolutions and parts of resolution in conflict with the provisions of this
resolution are hereby repealed or amended to the extent of such conflict.
AYES: (7) M. Bottomley, B. Hastings, J. Riegler, M. Johnson Sr., J. Moore, F. DePung, D.
Kalisz.
NAYS: (0) None.
RESOLUTION DECLARED ADOPTED.
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I hereby certify that the foregoing is a true and complete copy of a resolution adopted by
the Board of the City of Muskegon Brownfield Redevelopment Authority, County of Muskegon,
State of Michigan, at a meeting held on November 91\ 2021, and that said meeting was
conducted and public notice of said meeting was given pursuant to and in full compliance with
the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the minutes of
said meeting were kept and will be or have been made available as required by said Act.
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