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DEVELOPMENT AND REIMBURSEMENT AGREEMENT | 2024-46(B) | This DEVELOPMENT AND REIMBURSEMENT AGREEMENT (the “Agreement’) is made on May 14, 2024, 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 Trilogy Real Estate Muskegon, LLC, a limited liability company whose address is 303 North Hurstbourne Parkway Suite 200, Louisville, KY 40222 (the “Developer’). RECITALS A. Pursuant to P.A. 381 of 1996, as amended (“Act 381”), the Authority approved and recommended a Brownfield Plan which was duly approved by the City (the~ “Plan’). The Plan was amended on October 26, 2021 (the “Amendment,” and, together with the Plan, the “Brownfield Plan” — See Exhibit A) to identify a new senior housing redevelopment project proposed by the Developer. B. The Brownfield Plan includes specific eligible activities associated with the Developer's plan to develop approximately 8.3 acres of land located at 60 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 an approximately 63,000 square foot multi-story senior housing building 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, with an estimated cost of $4,378,740 (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 $4,378,740 (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, 2051. 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. (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) lf 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 the Developer 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, 2051 (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. lf, 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 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. 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] The parties have executed this Agreement on the date set forth above. CITY OF MUSKEGON BROWNFIELD REDEVELOPMENT AUTHORITY By: fae Ab x, 730 to vt |Jer Its: hair CITY OF MUSKEGON LoD pb unes By: Ken Johnson Its: Mayor Trilogy Real Estate Muskegon, LLC ha g A Cte By: “Grelgo/y A. Conner Its: SVP, Treasure and Assistant Secretary 19886336-2 Signature Page to Development and Reimbursement Agreement EXHIBIT A Copy of Brownfield Plan ASSIGNMENT AND ASSUMPTION OF BROWNFIELD PLAN AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF BROWNFIELD PLAN AGREEMENT (“Agreement”) is made as of, 2024 (the “Effective Date”), byand between Ryerson Creek Land Co., LLC, a Michigan limited liability company, whose address is 2325 Belmont Center Drive NE, Belmont, Michigan 49306 (“Assignor”), and Trilogy Real Estate Muskegon, LLC, a limited liability company, whose address is 303 North Hurstbourne Parkway Suite 200, Louisville, KY 40222 (“Assignee”). 1. Background. Assignor has conveyed to Assignee the real property situated in the City of Muskegon, Muskegon County, Michigan and legally described on Exhibit A (collectively, the “Property”). In connection with such conveyance, to the extent assignable, Assignor has agreed to assi gn and Assignee hasagreed to assume, allofAssignor sright, titleandinterestinandtothe to Assignee Brownfield Plan Development Agreement dated October 26, 2021, between Assignor and the City of Muskegon Brownfield Redevelopment Authority (the "Authority’) (together with all amendments, the “TIFAgreement”). 2. Assignment and Assumption. Assignor transfers, assigns and conveys to Assignee, its right, title and interest inthe TIF Agreement, and all proceeds therefrom first payable after the Effective Date including, without limitation, any reimbursement amounts payable to the Developer (as defined therein) by the Authority purstouant the terms ofthe TIF Agreement (“TIF Reimbursements”). Assignee hereby accepts assignment of the TIF Agreement and assumes all of Assignor’s obligations underthe TIF Agreement to the extent such obligations first accrue on or after the Effective Date. 3, indemnification. Assignoragrees toindemnify and to hold and save Assignee harmless of andfromanyandall claims, demands, causes ofaction, liabilities or obligations ofany kind or description (including reasonable attorney fees) arising out of the TIF Agreement arising or accruing from circumstances occurring before the Effective Date. Assignee agrees to indemnify and to hold and save Assignor harmiess of and from any and all claims, demands, causes ofaction, liabilities or obligations of any kind or description (including reasonable attorney fees) arising out of the TIF Agreement and arising or accruing from circumstances occurring on or after the Effective Date, 4, Cooperation and Consent. Notwithstanding anything herein to the contrary, the assignment and assumption ofthe TIF Agreement hereunder is contingent upon the written consent of the Authority, which Assignor and Assignees shall use good-faith efforts to obtain. Regardless of whether the parties of have obtained the Authority's consent to the assignment and assumption of the TIF Agreement, Assignee shall be entitled to all TIF Reimbursements first payable on or after the Effective Date. Ifany TIF Reimbursements to which Assignee is entitled are received by Assignor, Assignor shall promptly such TIF Reimbursements to Assignee. Assignor hereby agrees to promptly and reasonably with andassist Assignee inconnection withany submissions for and/or other efforts tocollect cooperate any TIF Reimbursements and/or to otherwise obtain orenforce anyrights and/or benefits under the TIF Agreement. 5. Miscellaneous. No provision in this Agreement is to be interpreted for or against any party because the party or that party’s legal representative drafted the provision. The covenants, agreements, terms, provisions and conditions of this Agreement shall bind and benefit the several respective heirs, representatives, successors and assigns of the parties hereto. This Agreement shall be governed by and construed according to the laws of the State of Michigan. This Agreement may be executed and/or delivered electronically and in counterparts and all such executed counterparts, taken together, shallconstitute one (1) instrumentand each executed counterpart shallbe deemedanoriginal of this Agreement. 691068 The parties have executed this Agreement as of the Effective Date. ASSIGNOR: Ryerson Creek Land Co., LLC Michigan limited liability company By: Wee ibe rr nse: Mrehaet 7. Housenia Title: fem ber ASSIGNEE: Trilogy Real Estate Muskegon, LLC a limited liability company By: LO pty A Cre wah, A. Conner Title: — SVP, Treasurer and Assistant Secretary 691068 EXHIBIT A LEGAL DESCRIPTION CITY OF MUSKEGON MUSKEGON LAKESHORE SMARTZONE UNIT P FIFTH AMEND TO MASTER DEED 4292/128 SUB) TO ELECTRIC ESMT REC L/P 3591/578 SBJT TO ELECTRIC EASEMENT REC L/P 3630/646 SUB! TO ELECTRIC ESMT REC L/P 4305/100 SUBJ TO ELECTRIC ESMT REC L/P 4332/612 SUBJ TO CONSERVATION ESMT REC L/P 4323/802 CONSENT TO ASSIGNMENT AND ASSUMPTION OF BROWNFIELD PLAN DEVELOPMENT AGREEMENT The City of Muskegon Brownfield Redevelopment Authority, a Michigan public body corporate (the “Authority”), hereby (a) consents to the foregoing Assignment and Assumption of Brownfield Plan Development Agreement dated October 26, 2021 (the “TIF Agreement”) between Ryerson Creek Land Co., LLC (“Assignor”) and Trilogy Real Estate Muskegon, LLC (“Assi, and (b) agrees to remit directly to, all ” payments which the Authority is obligated to make to Assignor from time to time under the TIF Agreement. City of Muskegon Brownfield Redevelopment Authority, a Michigan public body corporate Name: Behe) py: 21)He Urlte thd 7eine Bo p Title: “ir Date: é/ 4 { LOAF _2024 RESOLUTION APPROVING THE BROWNFIELD DEVELOPMENT AND REIMBURSEMENT AGREEMENT Trilogy Real Estate, LLC (60 Viridian Dr) Trilogy Senior Housing Redevelopment Project County of Muskegon, Michigan 2024-May 14 2024-46(B) 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 14th day of May, 2024 at 5:30 p.m., prevailing Eastern Time. PRESENT: German, Gorman, Kochin, St.Clair, Johnson, Kilgo, and Keener ABSENT: None The following preamble and resolution were offered by Vice Mayor St.Clair and supported by Commissioner German. 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, 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 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: Kilgo, Keener, German, Gorman, Kochin, St.Clair, and Johnson NAYS: None ABSENT: None RESOLUTION DECLARED APPROVED. Nee We. > Ann Marie Meisch, City Clerk Mer-L pe “~ Ken Johnson, Mayor | 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 14, 2024 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. Qa Ann Marie Meisch, City Clerk
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