Approved Agreements and Contracts 2024/05/14 Brownfield Agreement Trilogy

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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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