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COMMUNITY BENEFITS AGREEMENT ‘THIS COMMUNITY BENEFITS AGREEMENT (the “Agreement”) is made and entered into this 11" day of Februaty, 2025, by and between City of Muskegon, a Michigan municipal corporation, of 933 Terrace St., Muskegon, MI 49440, (heteinafter referred to as “City”); and Parkland Propetties of Michigan — Shaw Walker, LLC, Shaw Walker Opportunity Zone Business 1, LLC, Shaw Walker Opportunity Zone Business 2, LLC, Shaw Walker Opportunity Zone Business 3, LLC, and Shaw Walker Opportunity Zone Business 4, LLC, all Michigan limited liability companies, having a mailing address at 75 W. Walton Ave., Ste. A, Muskegon, MI 49440 (hereinafter referred to as “Developet”) (collectively City and Developer ate referred to herein as the “Parties” or individually as a “Party’’), WITNESSETH: WHEREAS, Developer is undertaking redevelopment of the former Shaw Walker factoty property, consisting of four (4) parcels located at 965 W. Western Avenue, 920 & 930 Washington Avenue, and 1330 Division Street, Muskegon, MI 49440 (the “Property”), into a vibrant mixed-use development (the “Project”). WHEREAS, City determined the Project will act as a major economic development catalyst for the region and will have a significant beneficial effect on the surrounding property values within the City, as well as supporting the creation of significant new business and employment opportunities. WHEREAS, in lieu of providing direct financial support via grant, loan, or income tax captute funding, City desites to support the Project through approval of vatious forms of indirect consideration to Developer, including, but not limited to, approval of property tax abatements, and approval of other economic considerations, including a commitment to make, substantial imptovements in close proximity to the Project and certain development support, including, but not limited to, approval of a Transformation Brownfield Plan (“TBP”), and infrastructure improvements outlined in Exhibit A. WHEREAS, as an additional benefit to the community, the City and Developer have agreed to enter into this Agreement to further define these commitments, which the Patties agree are of compatable value and pettain directly to the development of the Project. Now THEREFORE, in furtherance of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which ate hereby acknowledged, the Patties agree as follows: AGREEMENT 1. City Consideration, The City agtees to perform various items to support the Project, including but not limited to the items outlined in Exhibit A (the “City Commitments”). 2. Developer Commitments. In consideration of the City Commitments, which Developer acknowledges is of a compatable or in greater of value, the Developer agrees to perform the commitments set forth in Exhibit B (the “Developer Commitments”) and in this Agreement for the benefit area immediately surrounding and impacted by the Project. 3, Community Engagement. Developer has and will continue to actively engage with the | community for development input throughout the term of development of the Project. City agrees to facilitate at least one (1) meeting annually between the Developer and the community beginning on the first anniversary of this Agreement and for a petiod of no mote than three (3) yeats following the Effective Date of this Agreement. The purpose of such meetings will be to discuss impacts of the Project on the community in connection with the development of the Project and to coordinate the implementation of the Developer’s efforts to reasonably address such impacts, Compliance Reports. Developer shall submit to the City annual compliance reports during the Term of this Agreement on or before April 30" that summarize the Developet’s progress on and compliance with the commitments set forth on Exhibit B. Upon completion of the Developer Commitments, Developet is not obligated to submit to the City annual compliance reports. Recordkeeping and Reporting. Each Patty will maintain information pertinent to its activities under this Agreement for at least three (3) yeats following the Teri of this Agreement, unless othetwise terminated eatly by mutual agreement of the Patties. Indemnification, Developer will indemnify, defend, and hold the City harmless against and from any and all liabilities, obligations, damages, penalties, claims, costs, chatges, losses and expenses, including, without limitation, reasonable fees and expenses for attorneys, expert witnesses and othet consultants, (collectively, “City Claims”) that may be imposed upon, incurted by, ot asserted against the City or its departments, officers, etnployees, ot agents by reason of any failure by the Developer to perform its obligations under this Agreement, except where remedies ot enforcement are provided by applicable law, and excluding any City Claims to the extent caused by the gtoss negligence or willful misconduct of the City or its departments, officers, employees, or agents. Non-Disctimination. Developer will, in addressing community impacts as set for in Section 1 herein, or in performing its activities set forth herein, tefrain from refusing, restricting, withholding, or denying any accommodations, setvices, privileges, advantages or facilities ot otherwise disctiminating, whether directly or indirectly, on the basis of race, colot, ethnicity, national origin, religious beliefs or practices, age, disability, pregnancy, marital status, patental status, military status, employment or educational status, gendet, sex, sexual orientation, gendet identity or expression, or any other protected or designated classification by as established by applicable State law. Breach and Default. The failure by either Party to comply with its obligations under this Agreement, which is not caused by the other Patty’s failure to comply with its own obligations under this Agreement, will constitute a material breach of this Agreement. A. In the event of Developer’s material breach of this Agreement, Developer will be considered to be in default of this Agreement upon Developer’s failure to cute such breach within sixty (60) days after written notice of such breach and demand to cute by the City, provided, however, that if the nature of Developer’s default is such that mote than sixty (60) days is reasonably required for its cure, then Developet will not be deemed to be in default if Developer, with the City’s acknowledgement and consent, commences such cure within said period and thereafter diligently putsues 2 such cute to completion. In the event of Developet’s default of this Agreement beyond applicable cure periods, the City may seek specific performance of the terms of this Agreement. B. In the event of City’s material breach of this Agreement, City will be considered to be in default of this Agreement upon City’s failure to commence its cure of such breach and thereafter diligently pursue such cure to completion within sixty (60) days after wtitten notice of such breach and demand to cure by Developer, provided, however, that if the nature of City’s default is such that more than sixty (60) days is reasonably required for its cure, then City will not be deemed to be in default if City, with Developer’s acknowledgement and consent, commences such cure within said period and thereafter diligently pursues such cute to completion. In the event of City’s default of this Agreement beyond applicable cure petiods, the Developer may seek specific performance of the terms of this Agreement. Effective Date, Term, and Termination. This Agreement has no force or effect until the date upon which it has been fully executed by the duly authorized representative(s) of the City, upon apptoval by the City of Muskegon Commission (“Effective Date”). This Agreement will remain in effect until completion of the Project and completion of the cotomitments set forth in Exhibit A and Exhibit B unless otherwise mutually terminated early by the Parties. 10. Notices, All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given if delivered or mailed first class, postage prepaid to the following addresses until notification of a different address: To the City City Managet 933 Terrace St. Muskegon, MI 49440 With Copy to: City Attorney 601 Terrace St. Muskegon, MI 49440 To the Developer Jonathan Rooks 75 W. Walton Ave., Suite A Muskegon, MI 49440 With Copy to: David Chatron 5500 Northland NB, Ste. H Grand Rapids, MI 49525 Jated T. Belka Warner Notctoss + Judd LLP 150 Ottawa Ave NW Grand Rapids, MI 49503 11. Entire Agreement, This Agreement sets forth the entite understanding of the Parties; further, this Agreement shall supersede and/or replace any oral or written Agteement(s) relating to this 3 subject matter entered into by the Parties before the date of this Agreement. 12. Independent Parties. Each Patty acknowledges that the City and Developer are independent of each other and do not intend, as a result of this Agreement or othetwise, to become a joint ventute, partners, employees, setvants, agents, representatives, contractors, of any type of related business entities to one another with respect to the subject matter of this Agreement. 13. Counterpatts and Facsimile Signatures. This Agreement may be executed in any number of counterparts and each such countetpatt hereof shall be deemed to be an otiginal instrument, but all such countetparts together shall constitute but one agreement. The signature page from one of more countetparts may be detached and teattached to any other executed counterparts of this Agreement. The Parties also agree that facsimile or scanned electronic signatutes shall be considered the same as an original signature for all purposes under this Agreement. 14. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Michigan. Any legal suit or action ot proceeding arising out of this Agreement will be instituted in a court in Muskegon County ot the Western District Federal Coutt. Bach Patty irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, ot ptoceeding. 15. Assignability. The Patties may not delegate or assign this Agreement, or any portion thereof, either voluntatily or involuntarily, or by operation of law. In the event that Developer sells, assigns ot transfers (whether by operation of law, foreclosure or otherwise) the Project to a non- Affiliate (exception to condominium sales of the for-sale units), Developer’s successor shall be bound by all of the obligations herein that acctue on and after the date of such sale, assignment, or ttansfer, ptovided that Developer shall remain solely responsible for any breach of this Agreement that occurs priot to the date of such sale, assignment, of transfer. “Affiliate” means any entity that controls, is controlled by ot under common control with Developet. 16. Force Majure. In the event of a delay in the Developet’s petformance of its obligations under this Agreement due to unforeseeable causes beyond its control and without its fault os negligence, including, but not sestricted to, acts of God or of the public enemy, fires, floods, epidemics, or severe weather, the time for performance of such obligation shall be extended for the petiod of the such delays; ptovided that Developer must within thirty (30) days after the beginning of such delay, have first notified City in writing of the causes thereof and requested an extension for the petiod of the enforced delay. In the event that there is any dispute as to what constitutes such force majeure event, the determination City, in its sole determination, will control. 17. Authotity of City, Amendment. Notwithstanding anything in this Agreement ot otherwise to the contrary, the City is not authorized or obligated to perform any of its obligations pursuant to this Agreement until this Agreement has been fully executed by the duly authorized reptesentative(s) of the City and has been approved by the Muskegon City Commission. This Agreement shall not be amended, altered, ot terminated except by a writing executed by the Patties. Any amendments ot modifications must likewise be duly signed and be approved by the Muskegon City Commission. 18. Waiver, The waiver by either Party of any breach of any provision of this Agreement shall not constitute a waiver of any subsequent breach of any provision of this Agreement. 4 19. Pronouns. The pronouns and telative words herein used ate written in the singular only. If mote than one patty join in the execution hereof, such pronouns and words shall be read as if wtitten in plural. 20. Effect, The covenants herein shall bind the heirs, successots, assignees, administrators and executors of the respective patties. IN WITNESS WHEREOF, the Patties have hereunto set theit hands and seals the day and year first above written. CITY: DEVELOPER: CITY OF MUSKEGON By: Kenneth fohnson Its: Mayor Its: Authorized Agent on behalf of Developer entities By: Ann Meisch Its: Clerk EXHIBIT A CITY COMMITMENTS City shall, at its expense within six (6) months of the date of this Agreement, abandon the 12” watetmain owned by City (“City Main”) from the existing locations on Developet’s Property, as shown in Exhibit C. In the alternative, if City is required to relocate the City Main in accordance with the commitment outlined in patagtaph 3 below, Developer agtees to allow the City to perform this abandonment and relocation work at the eatlier of: eighteen (18) months from the execution of this Agreement; or within a reasonable petiod following the failure of the City Main. City shall, at its expense, maintain the existing storm and sanitaty sewet lines (collectively, the “City Sewer Lines”) that are owned by City and located on Developet’s Property, as shown in Exhibit C. City shall have the sight to access the Property in coordination with the Developer to tepait and maintain the City Sewer Lines. City agtees to restore Developet’s Property to a compatable condition for atry impact caused as a result of City’s repait and maintenance of the City Sewer Lines. In the event the City elects to relocate the City Sewet Lines to an atea within the City’s right-of-way, Developer agtees to allow the City to abandon the City Sewer Lines in lieu of removing them from Developet’s Property, and City’s tight to access Developet’s Property to repait, maintain, and restore the City Sewer Lines shall terminate. City shall, at its expense, provide the Project connection points to the City’s watermain, storm water, and sewer from the City’s existing infrastructure to the planned points of connection (.e. property line) with the existing buildings and proposed new consttuction townhomes identified in the apptoved Planned Unit Development (PUD). Unless otherwise agreed to by the patties, within eighteen (18) months of the date of this Agreement, City shall, at its expense, perform a roadway realignment of Western Avenue consistent with the approved PUD design, attached as Exhibit D; provided, however, City and Developer may first modify the PUD, as necessary, to increase the distance of the sidewalk locations from the existing buildings and proposed new construction buildings identified in the PUD. City agrees to cooperatively pursue telocation of the existing powerlines immediately adjacent to the existing building along W. Western, which currently impact the ability of the City to _ setve the Project with proper life safety, and thereby jeopardizing the health, welfare and safety of the residents and general public. City and Developer agtee to work with the third-party electrical provider to cover or offset the cost of this relocation. In the event Developer is required contribute to the cost of this telocation, City agrees to shate in the cost of this telocation with Developer up to the lesser of 75% of the relocation cost ot $200,000. If the third-party electrical provider agrees to covet the cost of this relocation, neither the City or Developer shall be requited to provide any contribution. EXHIBIT B DEVELOPER COMMITMENTS Developer shall formalize an agreement (“Workforce Training Agreement”) with Muskegon Public Schools (“MPS”), Muskegon Community Education Center (“MCEC”), ot other compatable program operated by MPS, to provide workforce training development opportunities in the hospitality industry to program participants and MPS general education students for a petiod of no fewer than five (5) years. Developer shall ptovide a copy of the Workforce Training Agreement to the City upon request. The Workforce Training Agreement shall be executed prior to the commencement of any City improvements outlined in Exhibit A of this Agreement. Developer shall pay for one (1) capital or public asset improvement at the Hartshorn Marina Park within two (2) years of the Effective Date of this Agreement. This capital asset shall offer an enhancement to the Park designed to meaningfully improve the quality of life for City residents and visitors. It may include, but is not limited to, the installation of playground equipment ot any other asset outlined in the Parks Master Plan for the Hartshorn Matina Park that meaningfully improves the quality of life for City residents and visitors, as mutually agreed upon by Developer and City. Following Developet’s installation, City agrees to accept sole ownetship, ongoing maintenance, and liability of the capital or public asset improvement. Developer shall pay for one (1) capital or public asset improvement, as mutually agreed upon by the Nims Neighborhood Association Board (“Nims Association”) and Developet, within two (2) yeats of the Effective Date of this Agreement. This capital asset may include, but is not limited to, playground equipment at Nims Neighborhood Park, improvements to the City Right of Way in the Nims Neighborhood, ot any other asset that meaningfully improves the quality of life for Nims Neighbothood residents and visitors, as mutually agreed upon by Developer and Nims Association. Following Developet’s installation, the Patties agree either the Nims Association ot City will take sole ownership, ongoing maintenance, and liability of the capital or public asset improvement. Developer agrees to cooperatively pursue relocation of the existing powerlines immediately adjacent to the existing building along W. Western, which currently impact the ability of the City to setve the Project with proper life safety, and thereby jeopardizing the health, welfare and safety of the residents and general public. City and Developer agree to wotk with the third-party electrical provider to covet ot offset the cost of this relocation. In the event Developet is required contribute to the cost of this relocation, Developer agrees to cover the balance of the amount identified in Exhibit A and any remaining amounts not otherwise coveted, offset, o imposed on the Developer. If the third-patty electrical provider agrees to covet the cost of this relocation, neither the City or Developer shall be required to provide any contribution. EXHIBIT C UTILITY MAP Musk‘eg0on, = 2t-1 an’ Sa ORT 457 P, 0 SPACES RECRED BRS e s soak FE I! | zie AE =(Sa) _ pre rer aT o > - = fa = ar [ Hs 3 aeSe HE oO | _ I LITT ee as _ = = . i ! 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