View the PDF version Google Docs PDF Viewer
II / ,I
\ ~
Agenda Item Review Form
Muskegon City Commission
Commission Meeting Date: 11-23-2021 Title: Brownfield Development & Reimbursement
Agreement, Adelaide Pointe QOZB, LLC
(Adelaide Pointe Project) 1148 and 1204 West
Western Ave
Submitted By: Peter Wills Department: Economic Development
Brief Summary: Approval of the Brownfield Development and Reimbursement Agreement for the Adelaide
Pointe Project QOZB.,. LLC (Adelaide Pointe Project) and to consider the attached resolution.
Detailed Summary: The project seeks to transform the 35-acre site into a development that will expand
public access to waterfront activities through the creation of a 280 slip marina, up to 400 new residential
condominium units, dry stack marina and boat storage, and commercial/retail space. Plans for the site have
begun and will continue through Fall 2030. Total private investment, not including property acquisition, is
approximately $250 million.
The Brownfield Plan Amendment was approved by the Authority on October 12, 2021 and the City
Commission on October 26, 2021. The Brownfield Plan is for a period of 30 years and includes total
Brownfield Eligible Activity costs estimated at $66,775,378; wh ich includes $54,166,757 of Developer Eligible
Activities and $12,608,621 of City Eligible Activities. The property is within the DOA and it is anticipated that
all taxes captured will go towards the Brownfield TIF during the life of the Plan.
Developer Elig ible Activity expenses include - due care, environmental response activities, asbestos,
demolition, site preparation, infrastructure improvements, Brownfield Plan preparation, administration costs,
and interest expenses (5%).
City Eligible Activity expenses include - roadways, water and sewer infrastructure, boat ramp/lift well and
site preparation .
The Development & Reimbursement Agreement outlines the procedures for the Authority to reimburse the
City and Developer for eligible expenses within the Brownfield Plan . The Authority shall first pay 100% of the
available Brownfield TIF Revenue to the City to reimburse the costs of City Eligible Activities. The Authority,
following reimbursement to the City, shall pay 100% of the available Brownfield TIF Revenue to the
Developer to reimburse the cost of Developer Eligible Activities. The Developer and City will provide the BRA
a request for payment of eligible expenses. The BRA has 30 days to approve the request. Payments are
made on a semi-annual basis when incremental local taxes are captured and available. The BRA approved
this Agreement at its November 9, 2021 meeting.
Amount Requested: NIA Amount Budgeted: N/A
Fund(s) or Account(s): Fund(s) or Account(s):
Recommended Motion: Approval of the Adelaide Pointe QOZB, LLC Brownfield Development and
Reimbursement Agreement and authorize the Mayor and City Clerk to sign.
Check if the following Departments need to approve the item first:
Police Dept. D
Fire Dept. D
IT Dept. 0
For City Clerk Use Only:
Commission Action:
RESOLUTION APPROVING THE BROWNFIELD
DEVELOPMENT AND REIMBURSEMENT AGREEMENT
Adelaide Pointe QOZB, LLC (1148-1204 West Western)
Adelaide Pointe Project
County of Muskegon, Michigan
2021-November 23
2021-103(E)
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 rd day of
November, 2021 at 5:30 p.m., prevailing Eastern Time.
PRESENT:
ABSENT:
The following preamble and resolution were offered by Commissioner and
supported by Vice Mayor Hood Rinsema-Sybenga
WHEREAS, in accordance with the provisions of Act 381, Public Acts of Michigan, 1996,
as amended ("Act 381 "), the City of Muskegon Brownfield Redevelopment Authority (the
"Authority") has prepared and approved a Development and Reimbursement Agreement; and
WHEREAS, the Authority has forwarded the Development and Reimbursement
Agreement to the City Commission requesting its approval of the Development and
Reimbursement Agreement; and
NOW, THEREFORE, BE IT RESOLVED THAT:
1. That the Brownfield Plan constitutes a public purpose under Act 381.
2. That the Brownfield Plan meets all the requirements of Section 13(1) of Act 381.
3. That the proposed method of financing the costs of the eligible activities, as identified
in the Brownfield Plan and defined in Act 381, is feasible and the Authority has the
authority to arrange the financing.
4. That the costs of the eligible activities proposed in the Brownfield Plan are
reasonable and necessary to carry out the purposes of Act 381.
5. That the amount of captured taxable value estimated to result from the adoption of the
Brownfield Plan is reasonable.
6. That the Development and Reimbursement Agreement is approved and is effective
immediately.
7. That all resolutions or parts of resolutions in conflict herewith shall be and the same are
hereby rescinded.
Be it Further Resolved that the Mayor and City Clerk are hereby authorized to execute all
documents necessary or appropriate to implement the provisions of the Brownfield Plan .
AYES: Rinsmea-Sybenga, Emory, Johnson, Gawron, Hood, and German
NAYS: None
ABSENT: Ramsey
RESOLUTION DECLARED APPROVED.
I hereby certify that the foregoing is a true and complete copy of a resolution adopted by the
City Commission of the City of Muskegon, County of Muskegon, State of Michigan, at a regular
meeting held on November 23, 2021 and that said meeting was conducted and public notice of said
meeting was given pursuant to and in full compliance with the Open Meetings Act,being Act 267,
Public Acts of Michigan, 1976, as amended, and that the minutes of said meetingwere kept and will
be or have been made available as required by said Act.
Ann Marie Meisch, City Clerk
DEVELOPMENT AND REIMBURSEMENT AGREEMENT
This DEVELOPMENT AND REIMBURSEMENT AGREEMENT (the "Agreement")
is made on _ _ _ _ ,_ _ _ , 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 Adelaide Pointe QOZB, LLC, a Michigan
limited liability company whose address is 1204 West Western Avenue, Muskegon,
Michigan 49441 (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 _____ (the "Amendment," and, together with
the Plan, the "Brownfield Plan" - See Exhibit A) to identify a new marina, boat storage,
commercial/residential redevelopment project proposed by Developer and the City.
B. The Brownfield Plan includes specific eligible activities associated with the
Developer's plan to develop approximately 35 acres of land located at 1148 & 1204 West
Western Avenue in Muskegon, Michigan (collectively, the "Developer Property").
C. The Brownfield Plan also includes specific eligible activities associated with
the City's plan to make improvements to the public infrastructure associated with the
development.
D. 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."
E. The Developer intends to conduct eligible activities on the Developer
Property including revitalizing existing site structures for boat storage, busines offices,
and lease space (approx. 218,000 sf); creation of a new 280 slip marina and construction
of a three-story, mixed-use building with ground level retail and office space, a second-
floor restaurant, and third floor deck area (approx. 7,500 sf); 50 boat condos (totaling
approx. 250,000 gross sf); and 250 - 300 residential condo units (averaging approx. 1,500
sf each) within a six building footprint (the "Project"), including department specific
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 $54,166,757 (the "Developer Eligible
Activities"). As part of the Project, the City also intends to conduct certain eligible public
infrastructure improvement activities, as described in the Brownfield Plan, with an
estimated cost of $12,608,621 (the "City Eligible Activities"). All of the Developer
Eligible Activities and the City Eligible Activities (together, the "Eligible Activities") are
eligible for reimbursement under Act 381. The total cost of the Eligible Activities, including
contingencies, are $66,775,378 (the "Total Eligible Brownfield TIF Costs").
F. 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 and the City for the City
Eligible Activities incurred and approved for the Project.
G. 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 and the City 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 and City 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 and City, respectively, 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 and the City Eligible Activities, as follows:
(i) the Authority shall first pay 100% of available Brownfield TIF Revenue to
the City to reimburse the cost of City Eligible Activities up to $12,608,621 for costs;
and
(ii) the Authority shall, following reimbursement to the City of the first
$12,608,621 described in 1(a)(i) above, pay 100% of available Brownfield TIF
Revenue to Developer to reimburse the cost of the remaining 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 and City for their Eligible Activities until the earlier of the City
and Developer each being fully reimbursed or December 31, 2051. Unless otherwise
prepaid by the Authority, payments to the City and Developer shall be made on a semi-
annual basis as incremental local taxes are captured and available.
2
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) If a partial payment is made to the Developer by the Authority because of
insufficient Brownfield TIF Revenue captured in the semi-annual period for which
reimbursement is sought, the Authority shall make additional payments toward the
remaining amount within thirty (30) days of its receipt of additional Brownfield TIF
Revenue from the Developer Property until all of the amounts for which submissions have
been made have been fully paid to the Developer, or by the end of the Term (as defined
below), whichever occurs first. The Authority is not required to reimburse the Developer
from any source other than Brownfield TIF Revenue.
(d) The Authority shall send all payments to the Developer by registered or
certified mail, addressed to the Developer at the address shown above, or by electronic
funds transfer directly to the Developer's bank account. The Developer may change its
address by providing written notice sent by registered or certified mail to the Authority.
3. City Reimbursement Process.
(a) The City shall submit to the Authority, not more frequently than on a
quarterly basis, a "Request for Cost Reimbursement" for City Eligible Activities paid for
by the City during the prior period. All costs for the City Eligible Activities must be
3
consistent with the approved Brownfield Plan. The City must include documentation
sufficient for the Authority to determine whether the costs incurred were for City Eligible
Activities, including detailed invoices and proof of payment. Copies of all invoices for City
Eligible Activities must note what City Eligible Activities they support.
(b) Unless the Authority disputes whether such costs are for City Eligible
Activities within thirty (30) days after receiving a Request for Cost Reimbursement from
the City, the Authority shall pay the City the amounts for which submissions have been
made pursuant to paragraph 3(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 City 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 City in writing of its reasons for such
ineligibility within the Authority's thirty (30) day period of review. The City shall then
have thirty (30) days to provide supplemental information or documents to the
Authority demonstrating that the costs are for City Eligible Activities and are eligible
for reimbursement.
(c) If a partial payment is made to the City 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 City, or by the end of the Term (as defined below),
whichever occurs first. The Authority is not required to reimburse the City from any source
other than Brownfield TIF Revenue.
(d) The Authority shall send all payments to the City by registered or certified
mail, addressed to the City at the address shown above, or by electronic funds transfer
directly to the City's bank account. The City 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 City and Developer for the Total Eligible
Brownfield TIF Costs incurred by each party under this Agreement shall terminate the
earlier of the date when all reimbursements to the City and 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 City and 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.
4
5. Adjustments.
If, due to an appeal of any tax assessment or reassessment of any portion of the
Developer Property, or for any other reason, the Authority is required to reimburse any
Brownfield TIF Revenue to any tax levying unit of government, the Authority may deduct
the amount of any such reimbursement, including interest and penalties, from any
amounts due and owing to the Developer and City. If all amounts due to the City and
Developer under this Agreement have been fully paid or the Authority is no longer
obligated to make any further payments to the City or Developer, the Authority shall
invoice the Developer and City for the amount of such reimbursement and the Developer
and City 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
and City pursuant to this paragraph shall be reinstated as Developer Eligible Activities
and City Eligible Activities, respectively, for which the Developer and City 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 and City'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 and City
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 and City 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 or City, (b) owns or controls the Developer or City
or (c) is under common ownership or control with the Developer or City. This Agreement
5
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]
6
The parties have executed this Agreement on the date set forth above.
CITY OF MUSKEGON BROWNFIELD
REDEVELOPMENT AUTHORITY
By:
Its:
CITY OF MUSKEGON
By:
Its:
ADELAIDE POINTE QOZB, LLC
By:
Its:
19886336-2
Signature Page to Development and Reimbursement Agreement
City of Muskegon
Brownfield Redevelopment Authority
County of Muskegon, State of Michigan
RESOLUTION APPROVING BROWNFIELD DEVELOPMENT AND REIMBURSEMENT
AGREEMENT
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 9th of
November, 2021 at 10:30 a.m., prevailing Eastern Time.
PRESENT: Members - M. Bottomley, B. Hastings, J. Riegler, M. Johnson Sr., J. Moore, F.
DePung, D. Kalisz.
ABSENT: Members - M. Kleaveland, H. Systema, J. Wallace Jr., F. Peterson, D. Pollock, S.
The following preamble and resolution were offered by Member F. DePung and
supported by Member J. Riegler:
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, a Development and Reimbursement Agreement 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 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 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: (7) M. Bottomley, B. Hastings, J. Riegler, M. Johnson Sr., J. Moore, F. DePung, D.
Kalisz.
NAYS: (0) None.
RESOLUTION DECLARED ADOPTED.
-2-
I hereby certify that the foregoing is a true and complete copy of a resolution adopted by
the Board of the City of Muskegon Brownfield Redevelopment Authority, County of Muskegon,
State of Michigan, at a meeting held on November 9th , 2021, and that said meeting was
conducted and public notice of said meeting was given pursuant to and in full compliance with
the Open Meetings Act, being Act 267, Public Acts of Michigan, 1976, and that the minutes of
said meeting were kept and will be or have been made available as required by said Act.
-3-