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Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: May 23, 2023 Title: 3 Amendment, Brownfield Development &
Reimbursement Agreement, Adelaide Pointe
QOZB, LLC
Submitted By: Contessa Alexander Department: Economic Development
Brief Summary: Staff is seeking approval for the 3rd Amendment, Brownfield Development &
Reimbursement Agreement, for Adelaide Pointe QOZB, LLC (Adelaide Pointe Project) and to consider the
attached resolution.
Detailed Summary:
Adelaide Pointe QOZB, LLC has submitted a Brownfield Plan Amendment (3rd Amendment) for the Adelaide
Pointe Project — a 35-acre mixed use waterfront development project including winter boat storage, marina
space, In/Out forklift boat storage, commercial/retail, and up to 400 housing units. Plans for this site has
begun and will continue through Fall 2030 with a total investment of $92,000,000 (not including property
acquisition). The mixed-use waterfront development will create approximately 100 new jobs (retail, office,
restaurant, marina) and provide contractor work for hundreds of temporary construction workers.
Due to the addition of the eligible environmental and non-environmental activities related to the construction
of a Dry Rack storage building mentioned in the 3 Amendment to the Brownfield Plan Amendment, the
Brownfield Tiff will change, thus needing an updated Brownfield Development and Reimbursement
Agreement. This will cause a shift in the Brownfield Tax Increment Funds. This agreement is contingent
upon the approval of the 3'¢ Amendment to the BPA for Adelaide Pointe.
The cost of Eligible Activities may be incurred by the City and APQ. The total cost of the Eligible Activities in
the Brownfield Plan Amendment, including contingencies, is estimated to be $38 million dollars (the "Total
Eligible Brownfield TIF Costs").
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. This agreement is to be approved by the Brownfield Redevelopment Authority during a special
meeting held on May 23, 2023.
The 1st Amendment to the DRA for APQ was approved by the BRA and CC on Jan.10, 2023. The 2nd
Amendment to the DRA was approved by the BRA and CC on March 14, 2023.
Amount Requested: N/A Amount Budgeted: N/A
Fund(s) or Account(s): Fund(s) or Account(s):
Recommended Motion: Approval of the Brownfield Development & Reimbursement Agreement, for Adelaide
Pointe QOZB, LLC (Adelaide Pointe Project) and authorize the Mayor and City Clerk to sign.
Check if the following Departments need to approve the item first:
Police Dept. CJ
Fire Dept. [-]
IT Dept. [J
For City Clerk Use Only:
Commission Action:
City of Muskegon
Brownfield Redevelopment Authority
County of Muskegon, State of Michigan
RESOLUTION APPROVING BROWNFIELD DEVELOPMENT AND REIMBURSEMENT
AGREEMENT
3rd Amendment
Adelaide Pointe QOZB, LLC
Adelaide Pointe 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 23 of
May, 2023 at 10:30 a.m., prevailing Eastern Time.
PRESENT: Members BiJarrant, KQeid 4 Kleave loa, We Sykeema MH Bottomley,
BHagigs, Moore, TF. Rieg er,
J Sceyreeth
+
ABSENT: Members
J wow tinoe mM SoinnsonSr Smmlacy, D. Police’
The following preamble and resolution were offered by Member J CN retry and
supported by Member 1. Syts¢ meu:
WHEREAS, the Authority approved a Brownfield Plan Amendment to include the
Adelaide Pointe Project (“Project”) during its meeting on October 12, 2021;
WHEREAS, the Adelaide Pointe Project Brownfield Plan Amendment includes tax
increment financing to pay for certain eligible activities related to the Project;
WHEREAS, the Authority approved the original Development and Reimbursement
Agreement during its meeting on November 9, 2021;
WHEREAS, a Development and Reimbursement Agreement (3 Amendment) between
the City and Adelaide Pointe QOZB, 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 (3rd Amendment) between the
City and Adelaide Pointe QOZB, LLC for the Adelaide Pointe Project Brownfield Plan
Amendment is necessary to facilitate the implementation of the Brownfield Plan.
2. The Authority hereby approves the Development and Reimbursement Agreement
(3 Amendment) for the Adelaide Pointe 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: G
NAYS: ___O
RESOLUTION DECLARED ADOPTED,
yi
Ohair [,
| 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 May 23, 2023, 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.
egy Selaiely
Waa
RESOLUTION APPROVING THE BROWNFIELD
DEVELOPMENT AND REIMBURSEMENT AGREEMENT
Adelaide Pointe QOZB, LLC (1148-1204 West Western)
Adelaide Pointe Project, 3rd Amendment
County of Muskegon, Michigan
2023-May 23
2023-64(a)
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 23 day of May,
2023 at 5:30 p.m., prevailing Eastern Time.
PRESENT: Ramsey, German, Gorman, Emory, St.Clair, and Johnson
ABSENT: Hood
The following preamble and resolution were offered by Commissioner Ramsey and
supported by Commissioner St.Clair.
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 (3rd Amendment) to the City Commission requesting its approval of the Development
and Reimbursement Agreement (3% Amendment); and
NOW, THEREFORE, BEIT 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 (3 Amendment) 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: German, Gorman, Emory, St.Clair, Johnson, and Ramsey
NAYS: None
ABSENT: Hood
RESOLUTION DECLARED APPROVED.
Ken Jofinson, Mayor
SA. ~ aa > hen Ne
Ann Marie Meisch, City Clerk
| 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 May 23, 2023 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.
NE at
es
Ann Marie Meisch, City Clerk
Thitd AMENDMENT TO DEVELOPMENT AND
REIMBURSEMENT AGREEMENT
ADELAIDE POINTE
This THIRD AMENDMENT T' Oy 0 sont AND REIMBURSEMENT
AGREEMENT ("Agreement") is made 42% , 2023 ("Effective Date") between the City of
Muskegon Brownfield Redevelopment Authority ("Authority"), a Michigan public body corporate,
with an address of 933 Terrace Street, Muskegon, MI 49440 ("Authority"), City of Muskegon, a
Michigan Municipal Corporation ("City"), with an address of 933 Terrace St, Muskegon, MI 49440, and
Adelaide Pointe QOZB, LLC ("APQ"), with an address of 1204 W. Western Avenue, Muskegon, MI
49441, Authority, City and APQ are at times referred to as a “Party” or together as “Parties”,
Background
APQ owns approximately 30 acres of waterfront brownfield property which is located at the west
end of West Western Avenue within the City of Muskegon.
The City owns certain property adjacent to, and to the east of, the APQ Property commonly known
as Hartshorn Marina which the City has previously used for public small boat slip rentals and related
activities. The APQ Property and the City Property may be collectively referred to as the “Property”.
APQ and the City have entered into a “Cooperative Use and Development Agreement” which
substantiates APQ’s and the City’s desire to a) utilize each other's specified property for beneficial use b)
cooperate in the pursuit of funding for improvements to each other’s Property c) assist one another with
applications and approvals for improvements and d) make improvements as specified in the APQ PUD
approved by the City Commission on September 13, 2022,
APQ intends to develop the Property for mixed uses including boat storage, boat dockage, in-out
oat service, marinas, residential condominiums, commercial uses, and open space and recreational areas
(“Development”), The specific improvements to be included in the Development will be defined in the
cooperative Use Agreement, addendums to this Agreement and the Planned Unit Development Agreement
(“PUD”) to be submitted to the City (“Development Agreements”),
hority, City and APQ entered into a Development and Reimbursement Agreement effective
2023, which was approved by the Authority on November 9, 2021 and by the City on
November 23, 2021, Pursuant to that Agreement, APQ and City were to perform “eligible activities” and
be reimbursed, as defined and provided for in that Agreement,
The Parties agree as follows and that to the extent this Agreement and the
Development and Reimbursement Agreement vary, this Agreement shall control:
_ . Background. The Parties agree the Background paragraphs are true and correct and are
mM a) incorporated into the body of this Agreement.
6 AS AS 2, Improvements, APQ will develop both the APQ Property and the City Property as a mixed-
use development including boat storage, boat dockage, in-out boat service, marinas,
residential condominiums, commercial uses, and open space and recreational areas,
Indemnity and Insurance, APQ holds the City harmless and will indemnify the City for
any liability, including attorney fees, resulting from the engineering, design and
construction of the Project, City and APQ will name the other on their respective general
liability insurance policies,
Changes, Standards and Dedication, All improvements must be made according to the
plans and specifications of the APQ PUD approved by the City, All construction of Public
Improvements must be completed to the standards established by the City of Muskegon
(“City Standard”), The Cily will accept a dedication of all or any portion of the Public
Improvements only if built to City Standards.
Addendum Presentation. APQ shall, from time to time, present addendums to the City
that detail discrete development projects that improve the Property according to the PUD,
To the extent the addendums addresses “eligible expenses” and expenses to be reimbursed
by the Authority, the addendums shall also be provided to the Authority for purposes of
Amending the Development and Reimbursement Agreement and the Brownfield Plan.
These addendum shall detail Authority, City and APQ obligations to one another and shall
include but not be limited to:
Architectural and/or Engineering drawings
ae g8
Construction schedules
Construction budgets
_ Tkemization of relevant Brownfield Reimbursements that will be paid to APQ by City
e. Proof of financing
Addendum Approvals, Upon receiving necessary Authority and City approvals of each
Addendum all parties shall be obligated to perform under the obligations detailed in the
addendum. Approvals by Authority and City shal! not be unreasonably withheld if they
are compilant with improvements approved in APQ's PUD.
7s Funding for Brownfield Reimbursements.
a. Brownfield Tax Increment Financing. APQ has submitted to the Authority an
amendment to the current brownfield plan, Pursuant to the Brownfield Redevelopment
Financing Act, Act 381 of the Public Acts of Michigan of 1996 as amended ("Act
381") the Authority adopted the brownfield plan amendment on October 12, 2021 (the
"Brownfield Plan Amendment") to add the APQ Property,
4. The Property is included in the Brownfield Plan Amendment as an "eligible
properly” because it is a "facility" as defined by Part 201 of the Natural
Resources and Environmental Protection Act ("Part 201").
ii. Neither the City nor APQ is a liable patty, under Part 201, for remediation of
any existing contamination on the Property,
APQ has and will continue to conduct Eligible Activities (as defined in Act
381) on the Property to address environmental and other brownfield conditions,
in addition to the construction of roads, water mains and sewer mains, in a
collaborative effort to position the Property for redevelopment, Actual
2
expenditures by the Parties to undertake eligible environmental and non-
environmental activities on the Properly are estimated to be $38 million doflars
not including interest. These efforts are almed at facilitating the redevelopment
of the Property as a transformational mixed-use project, including residential
and various commercial uses (the "Project"),
iii, The Project will include demolition activities, performance of baseline
environmental assessment activities, due care and other environmental
yesponse activities, site preparation activities, demolition activities,
construction of infrastructure improvements, Brownfield Plan Amendment and
work plan preparation, contingency, interest and other Eligible Activities, all as
described in the Brownfield Plan Amendment and eligible for reimbursement
under Act 381.
iv The cost of Eligible Activities may be incurred by the City and APQ, the total
cost of the Eligible Activities in the Brownfield Plan Amendment, including
contingencies, is estimated to be $38 million dollars (the "Total Eligible
Brownfield TIF Costs"), To accommodate the lapse in time from when costs
of Eligible Activities are incwred to when tax increment revenues become
available for reimbursement of those costs, interest at the rate of 5% per annum
is also included in the Brownfield Plan Amendment in the estimated total
amount of $29 million dollars (collectively, the interest plus the costs of
Bligible Activities are referred to as the “Total Eligible Brownfield TIF Costs”),
The Eligible Activities will facilitate redevelopment of the Property which will
improve the environmental and aesthetic condition of the Property, increase
employment within the City, increase tax base within the City, and otherwise
enhance the economic vitality, environmental health and quality of life in the
City,
Vil Act 381 permits the Authority to capture and use the schoo! tax (where
applicable), if permitted by the state, and local property tax revenues (both real
and personal property) generated from the incremental increase in property
value of a redeveloped brownfield site constituting an “eligible property” under
Act 381 to pay or to reimburse the cost of Eligible Activities conducted on the
“eligible property” (the “Brownfield TIF Revenue”),
viii. In accordance with Act 381, the parties desire to establish a procedure for using
the available Brownfield TIF Revenue generated from the Property to
reimburse APQ for completion of Eligible Activities on the Property in
amounts not to exceed the Total Eligible Brownfield TIF Costs,
During the Term (defined below) of this Agreement, the Authority shall
reimburse APQ for the cost of Eligible Activities conducted on the Property
from the Brownfield TIF Revenue collected from the Property in accordance
with the Brownfield Plan Amendment, untess modified by later addendums or
amendments. The amount relmbursed to the APQ for the Eligible Activities
shall not exceed the lesser of (a) the cost of Eligible Activities incurred by the
Property Owner plus interest, or (b) the Total Eligible Brownfield TIF Costs
plus interest, The Authority shall capture Brownfield TIF Revenue from the
3
Property and reimburse APQ for the cost of Eligible Activities incurred untilthe
earlier of being fully reimbursed or December 31, 2056 (“Term”), If the Term
ends before the full reimbursement of all Total Eligible Brownfield TIF Costs,
the last reimbursement payment by the Authority shall be the summer and
winter tax increment collected during the final year of this Agreement,
x. Reimbursement payments shall be made on a semi-annual basis as incremental
local and school taxes are captured and available.
xi. During the term of this Agreement, the Authority shall capture all approved
and authorized Brownfield TIF Revenue from the Property and use those
revenues as provided in this Agreement.
Xu. Intentionally left blank.
xiii, Rebnbursement Process.
1, APQ shall periodically submit to the Authority a “Request for Cost
Reimbursement” of Eligible Activities paid for by APQ during the
term of this Agreement, All costs for the Eligible Activities must be
consistent with the approved Brownfield Plan Amendment. APQ must
include documentation sufficient for the Authority to determine
whether the costs incurred were for Eligible Activities, including
detailed construction draws or invoices and proof of payment or lien
waivers, Copies of all invoices for Eligible Activities must note what
Eligible Activities they support,
2. Within forty-five (45) days after a Request for Cost Reimbursement
has been reviewed and approved by the City’s or Authority’s agent or
employee as required in Section 7.a and reviewed and approved by the
Authority or designate as to whether it is an “eligible expense”, the
Authority shall pay to APQ the amounts for which submissions have
been made pursuant to this Agreement, The Authority’s obligation to
pay APQ Is limited to available Brownfield TIF Revenue from the
Property,
3. All requests for Cost reimbursement submitted by APQ for each
approved Addendum between City, APQ, and the City of Muskegon
Brownfield Redevelopment Authority and all requests for cost
yelmbursement submitted by future owners of all or a portion of the
APQ Properly pursuant to a separate Development and
Reimbursement Agreement(s), shall be reimbursed in the order in
which they are received by the City of Muskegon Brownfield
Redevelopment Authority from the portion of the Brownfield TIF
revenue, as described above.
4, The Parties shall cooperate with the Authority’s review by providing
information and documentation to supplement the Request for Cost
Reimbursement which may be reasonably requested by the Authority
during its review period,
5, Allor any portion of any Request for Cost Reimbursement that is not
paid within 45 days after receipt by the Authority shall accrue simple
interest at the rate of five percent (5%) per annam from the date the
Request for Cost Reimbursement is submitted to the Authority for
payment until the earlier of the date of full reimbursement, including
interest, ‘The payment of interest shall be subject to the following
limitations (i) to the extent there is not sufficient Brownfield TIF
Revenue captured and collected in a fiscal year and pexmitted to be
used to pay interest acoruing in such fiscal year, any unpaid interest
shall not be paid, but shall carry over to the next fiscal year, (ii) interest
carried over to subsequent fiscal years shall not accrue interest (Le,, no
Interest on Interest), and (iii) interest on School Taxes captured shall
only be payable to the extent permitted by the Michigan Strategic Fund
(“MSE “) and/or the Michigan Department of Environment, Great
Lakes and Bnergy (“MEGLE “).
6. The Authority shall have no obligation to reimburse the City or any
other entity for Eligible Costs or interest from Brownfield TIF
Revenue captured after 35 years after the date of the adoption of the
Development and Reimbursement Agreement.
xiv. Allocation of Base Value and Priority of Reimbursements,
1. The initial taxable value of the Property as of the date of this
Agreement is $903,810, as set forth in the Brownfield Plan
Amendment (“Base Value”), If the Property is divided into two or
more separate taxable parcels in connection with the development of
the Project, the Base Value shall be allocated to each resulting parcel
based upon the relative number of square feet of each parcel. The Base
Value allocated to a separate undeveloped parcel in this manner shall
be the base value of that parcel for purposes of calculating Brownfield
TIF Revenue, regardless of when any Development and
Reimbursement Agreement is entered into in connection with the
redevelopment of that parcel, Brownfield TIF Revenue generated from
any separate parcel divided from the Property after the date of this
Agreement shall be available for reimbursement of the Authority’s
Administrative Fee and payment of all requests for cost relmbursement
submilled by owners of all or any portion of the Property.
2, Notwithstanding any provision in this Agreement to the contrary, the
Autbority’s annual TIF Management Administrative Fee, as desoribed
in the Brownfield Plan Amendment, shall be paid to the Authority each
year to the extent that Brownfield TIF Revenue has been captured and
collected during that year, prior to the payment of any Request for Cost
Reimbursement,
xv. Adjustments.
1. If due to an appeal of any tax assessment or reassessment of any
portion of the Property, or for any other reason the Authority is
required to reimburse any Brownfield TIF Revenue previously paid to
APQ or any future owner to any tax levying unit of government, the
Authority Illay deduct the amount of any such reimbursement,
including interest and penalties, from any amounts due and owing
APQ. If all amounts due APQ under this Agreement have been fully
paid or the Authority is no longer obligated to make any further
payments to APQ, the Authority shall invoice APQ for the amount of
such reimbursement and APQ shall pay the Authority such involced
atnount within 45 days of receipt of the invoice. Amounts invoiced and
paid to the Authority by APQ pursuant to this Section shall be
reinstated as Hligible Activities for which APQ shall have the
opportunity to be reimbursed in accordance with the terms, conditions
and limitations of this Agreement.
xvi. 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 Property Owner’s rights and the Authority’s obligations
under this Agreement shall be modified accordingly as required by Jaw, or by
agreement of the parties,
8, Notices, All notices, approvals, consents and other communications required under this
Agreement shall be in writing and shal! be deemed given: (i) when delivered in person; (ii)
when sent by fax or email: (iii) when sent by a nationally-recognized receipted overnight
delively service with delivery fees prepaid; or (iv) when sent by united states first-class,
registered, or certified mail, postage prepaid, The notice shall be effective immediately
upon personal delivery or upon transmission of the fax or email; one day after depositing
with a nationally recognized overnight delivery servicc; and five days after sending by first
class, registered, or certified mail, Notices shall be sent to the parties as follows:
To: City of Muskegon To: APQ
933 Tenace Street 1204 W. Western Ave,
Muskegon, MI 49440 Muskegon, MI 49440
Attn: City Managex Attn: Ryan Leestma
w/copy to: w/copy to:
Parmenter Law Taft Stettinius & Hollister LLP
601 Telimce Street 27777 Franklin Rd, Suite 2500
Muskegon, Michigan Southfield, Michigan 48034
49440 Attn: Kenneth J, Clarkson
Attn: City
Attorney
9, . This Agreement shall not be recorded; however, upon the request of either party hereto,
the other party shall join in the execution of a memorandum or “short form” of this
Agreement for the purposes of recordation,
10. Force Majeure, Notwithstanding anything herein to the contrary, if due to a Force Majeure
Event (defined below), APQ, Authority and/or City is prevented from timely performing
under this Agreement or any third-party providing services or required information in
connection with this Agreement (e.g: Jender, appraiser, title company, surveyor,
environmental consultants, governmental jurisdictions, etc.) closes its offices, suspends
operations or otherwise prevents APQ and/or the City from timely performing under the
Agreement as originally contemplated, then the applicable outstanding dates, deadlines or
time periods herein, shall each be extended for the duration of the Force Majeure Event and
shall resuine on such date that APQ and the City, as applicable, are once again able to
perform their obligations under this Agreement. To invoke the tolling of time periods as
set forth herein for a Force Majeure Event, the applicable party must send written notice to
the other party specifying the reason for invocation and the date on which the tolling of time
begins and a subsequent notice shall be delivered to confirm the date the Force Majeure
Event ended. The term “Force Majeure Event” as used herein shall mean the following: Act
of God; strike, lockout, or other labor or industrial disturbance; wat; blockade; public riot;
fire; storm; flood; explosion; or other delay caused by unforeseeable circumstances beyond
the reasonnable control of APQ or the City as applicable, including widespread sickness
Gncluding sickness causing quarantine and other “stay at home” or “shelter in place” orders,
and including, but not limited to, the Coronavirus
Disease 2019.
I. Severability. If any term, provision or condition contained in this Agreement shall, to any
extent, be invalid or unenforceable, the remainder of this Agreement (or the application of
such term, provision or condition to persons or circumstances other than those in respect of
which it fs invalid or unenforceable) shall not be affected thereby, and each term, provision
or condition of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.
12, Miscellaneous, This Agreement may be amended or modified only by the written
agreement of APQ, Authority, and City. Each exhibit attached to this Agreement is
incorporated and made a part of this Agreement as though more fully set forth in this
Agreement, If the deadline for pelforming any act would otherwise fall on a weekend day
oa holiday, such deadline shall automatically be extended to the next succeeding business
day, This Agreement shall be interpreted under and governed by the laws of the State of
Michigan, All representations and warranties made in this Agreement by APQ, Authority,
and City shall survive the termination of this Agreement for a period of one year.
43. Counterparts; Electronic Signatures, This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all of which together
shall be deemed to be one and the same instrument. Electronically imaged signatures may
be used in place of original signatures on this Agreement. APQ, Authority and City intend
to be bound by the signatures on the electronically imaged document, are aware that the
other party will rely on such signatures, and hereby waive any defenses to the enforcement
7
of the terms of this Agreement based on the form of signature.
14, Binding Effect. This Agreement shall be binding upon and enforceable by the parties and
their respective legal representatives, successors, and assigns.
15, Assignment oy Delegation, No party shall assign or delegate all or any portion of its rights
or obligations contained in this Agreement without the express or prior wrillen approval of
the other parties, in which approval may be withheld in each other party's sole discretion.
Notwithstanding the forgoing the City hereby consents to assignment by the APQ of any and all
Brownfield TIF Revenue to which it is entitled under this Agreement,
16, Estoppel. [frequested by APQ, City will provide an estoppel certificate to such party as
requested by APQ which certificate shall provide, if true, that the Development
Agreement and the exhibits represent the entire agreement between APQ and City and
that no defaults exist under the Development Agreement and no events have occurred
that would, with notice or the expiration of a period of time, constitute a default,
[Signature Page Follows]
CITY OF MUSKEGON BROWNFIELD
REDEVELOPMENT AUTHORITY
4 Maro Lame Soller! &/
s
CITY OF MUSKEGON
Oboe ——
BS: Ken Johnson i
Its; Mayor
Adelaide Pointe QOZB, LLC,’
A Michigae/limjted liability company
<>
By: Ryan Leestma
Its; Owner
19886336-2
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