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Brownfield Redevelopment Authority

Regular Meeting

Manistee, MI · August 5, 2014

AgendaMinutes

Minutes

MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY 70 Maple Street Manistee, MI 49660 SPECIAL MEETING MINUTES August 5, 2014 A special meeting of the Manistee City Brownfield Redevelopment Authority was held on August 5, 2014 at 2:00 pm in the Council Chambers, City Hall, 70 Maple Street, Manistee, Michigan. Meeting was called to order at 2:00 pm by Chair Clinton McKinven-Copus Roll Call: Members Present: Steve Brower, Dave Carlson, Donald Kuk, Clinton McKinven-Copus, Jeffrey Stege Members Absent: W. Frank Beaver (excused), Marlene McBride (excused) Others: Shari Wild (MSDDA Chair), Kathy Adair Morin (BRA Consultant), John Groothuis and T. Eftaxiadis (Development Team), Ed Bradford (BRA Administrator), Denise Blakeslee (BRA Recording Secretary), Brandon Ball (MSDDA – ER Committee) and others APPROVAL OF AGENDA Motion by Don Kuk, seconded by Jeff Stege that the agenda be approved with Public Comment being moved before New Business. With a Voice Vote this motion passed unanimously. APPROVAL OF MINUTES Motion by Don Kuk, seconded by Steve Brower that the minutes of the July 29, 2014 Brownfield Redevelopment Authority Meeting be approved as prepared. With a Voice Vote this motion passed unanimously. City of Manistee Brownfield Redevelopment Authority Meeting Minutes of August 5, 2014 Page 1 PUBLC HEARING None Financial Reports None Director Carlson entered the meeting at 2:04 pm PUBLIC COMMENTS AND COMMUNICATIONS Chair McKinven-Copus asked the public in attendance if they had any comments Shari Wild, Chair DDA/Main Street – While the Brownfield Plan has not been formally presented to the DDA at this time, their Strategic Plan has identified this area as a priority for redevelopment for the past 3-4 years. Keith Graham, United Veterans Council – Asked to reserve comment until information about the use of parking at the Memorial Drive Parking Lot is received.. NEW BUSINESS None OLD BUSINESS South Washington Area Brownfield Plan The Brownfield Redevelopment Authority continued their discussion on the proposed Brownfield Plan for the South Washington Area. Members received copy of the document that included the two minor corrections noted at the last meeting. Director Kuk asked staff to address Mr. Graham’s question about the impact the project would have on the parking at Veteran’s Memorial Park. Kathy Adair Morin, Consultant – said the project would not negatively impact the area that it would positively impact the area. Thirty additional residential units would create more activity and the plan includes public infrastructure improvements. T. Eftaxiadis, Development Team – spoke about the tax increment financing (TIF)that will be generated by the redevelopment of River Parc and the North Channel Outlet properties. The City-owned parcel to the west could be redeveloped in the future, thus generating TIF. The City of Manistee Brownfield Redevelopment Authority Meeting Minutes of August 5, 2014 Page 2 inclusion of the Veterans Memorial Park in the Plan could result infrastructure improvements around it including paving of Memorial Drive, new Streetscape on Washington Street from the bridge to Fifth Avenue, repaving of the parking lot, and improvements to the current riverwalk by the Park, thus laying the groundwork for future expansion of the riverwalk to the west. Additionally, TIF generated from the redevelopment of the two properties can be used by the City and/or DDA for public infrastructure improvements that are needed to support the increased density that will result from the redevelopment, such as replacement of the sewer that runs along the north river channel; enlargement of the existing pump station; installation of a retaining wall on Short Street. Mr. Eftaxiadis explained that the four private parcels are “facilities” (meaning they are contaminated); the City owned parcels are included in the Plan because they are contiguous to “facilities”. The parking lot on Memorial Drive is a public parking lot, therefore parking spaces cannot be reserved for private use. Even though there is no zoning requirement for creation of parking spaces in developments in the Downtown, the proposed development has adequate land for approximately 60 parking spaces to service the 30+ residential units. Customers for the proposed businesses would use the City parking Lot on Memorial Drive. Director Kuk asked Staff to go over the Estimate of Captured Taxable Value & Tax Increment Financing. Staff reviewed the tables and Attachment A – Eligible Activities and Eligible Costs with the Directors. It was noted that State tax increments captured for Brownfield “eligible” costs are reimbursed to the schools by the State. MOTION by Don Kuk, seconded by Jeff Stege that the City of Manistee Brownfield Redevelopment Authority recommend to the City of Manistee Main Street – Downtown Development Authority and the City Council approval of the Brownfield Plan dated July 2014 developed by the Authority for the South Washington Area Redevelopment Project, based on the determination and finding that: 1. The Plan constitutes a public purpose under the Act. 2. The Plan meets all of the requirements for a Brownfield Plan set forth in Section 13 of the Act. 3. The proposed method of financing the costs of the eligible activities by the Authority, as described in the Plan, using school and local tax increment is feasible and the Authority has the ability to arrange the financing. 4. The costs of eligible activities proposed in the Plan are reasonable and necessary. 5. The amount of captured taxable value estimated to result from adoption of the Plan is reasonable. With a voice vote Motion passed unanimously. City of Manistee Brownfield Redevelopment Authority Meeting Minutes of August 5, 2014 Page 3 CORRESPONDENCE None STAFF REPORTS Ed Bradford, BRA Administrator – will draft an email to invite members of the DDA/Main Street, Planning Commission, Historic District Commission, AES and other interested parties to the Council Worksession on August 12, 2014 where the Plan will be discussed with the City Council. There are many components to this very complicated plan, therefore additional approvals for grant/loan applications and other programs will be needed. MEMBERS DISCUSSION None The next regular meeting of the Brownfield Redevelopment Authority will be held on Tuesday, October 28, 2014 ADJOURNMENT Motion by Don Kuk, seconded by Steve Brower that the meeting be adjourned. MOTION PASSED UNANIMOUSLY. Meeting adjourned at 2:30 pm MANISTEE CITY BROWNFIELD REDEVLOPMENT AUTHORITY ____________________________________ Denise J. Blakeslee, Recording Secretary City of Manistee Brownfield Redevelopment Authority Meeting Minutes of August 5, 2014 Page 4

Agenda

MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY Special Meeting of August 5, 2014 2 pm - Council Chambers, City Hall, 70 Maple Street, Manistee, Michigan AGENDA I Call to Order II Roll Call III Approval of Agenda At this time the Brownfield Redevelopment Authority can take action to approve the August 5, 2014 Agenda. IV Approval of Minutes At this time Brownfield Redevelopment Authority can take action to approve the July 29, 2014 meeting Minutes. V Public Hearing None VI Financial Reports None VII New Business None VIII Old Business South Washington Area Brownfield Plan The Brownfield Redevelopment Authority will continue their discussion on the Proposed Brownfield Plan for the South Washington Area. At this time the Directors of the City of Manistee Brownfield Redevelopment Authority could take action on the Proposed Brownfield Plan for the South Washington Area. IX Public Comments and Communications 1|P age At this time the Chair will ask if there are any public comments. X Correspondence At this time the Chair will ask if any correspondence has been received to be read into the record. XI Staff Reports At this time the Chair will ask Staff for their report. XII Members Discussion At this time the Chair will ask members of the Brownfield Redevelopment Authority if they have any items they want to discuss. XIII Adjournment 2|P age Planning & Zoning 231.398.2805 Fax 231.723-1546 MEMORANDUM www.manisteemi.gov TO: Brownfield Redevelopment Authority Directors FROM: Denise Blakeslee Planning & Zoning DATE: July 31, 2014 RE: August 5, 2014 Brownfield Redevelopment Authority Special Meeting Directors, a special meeting of the Brownfield Redevelopment Authority will be on Tuesday, August 5July 29, 2014 at 2 pm in the Council Chambers. The Special Meeting has been called to continue discussion on the South Washington Area Brownfield Plan. There were two corrections to the plan that were noted at the last meeting. They are as follows: Changing the reference number of the parcel to 3 instead of 4 (Page 1, #4) Using “any and all” rather than “all” (Last paragraph Page 5) A clean copy of the plan is enclosed. If you are unable to attend the meeting please call me at 398.2805. See you Tuesday! :djb MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY 70 Maple Street Manistee, MI 49660 MEETING MINUTES July 29, 2014 A meeting of the Manistee City Brownfield Redevelopment Authority was held on April 29, 2014 at 2:00 pm in the Council Chambers, City Hall, 70 Maple Street, Manistee, Michigan. Meeting was called to order at 2:00 pm by Chair Clinton McKinven-Copus Roll Call: Members Present: Steve Brower, Donald Kuk, Marlene McBride, Clinton McKinven-Copus, Jeffrey Stege Members Absent: W. Frank Beaver (excused), Dave Carlson (excused) Others: Kathy Adair Morin (Consultant), T. Eftaxiadis (BRA Consultant), Ed Bradford (BRA Administrator), Denise Blakeslee (BRA Recording Secretary) and others APPROVAL OF AGENDA Motion by Don Kuk, seconded by Steve Brower that the agenda be approved as prepared. With a Voice Vote this motion passed unanimously. APPROVAL OF MINUTES Motion by Marlene McBride, seconded by Don Kuk that the minutes of the April 29, 2014 Brownfield Redevelopment Authority Meeting be approved as prepared. With a Voice Vote this motion passed unanimously. PUBLC HEARING None City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 1 FINANCIAL REPORTS Approval of Invoices – Members reviewed the summary of paid invoices. VENDOR NAME INVOICE INVOICE INVOICE SERVICE DESCRIPTION DATE NUMBER AMOUNT EDR 03/31/14 3896513 $55.00 EPA Grant -HAZARDOUS; High School Area (no Sanborns) Eftaxiadis Consulting Inc 05/13/14 CMBRA- $4,000.00 EPA Grant - HAZARDOUS; Phase I ESAs for ESAs-H North Channel and Hokanson (lump Sum) Abonmarche 05/20/14 108845 $750.00 EPA Grant -HAZARDOUS; Survey for North Channel BEA & BRA Plan Eftaxiadis Consulting Inc 04/24/14 CMBRA- $2,465.00 EPA Grant - HAZARDOUS; Phase II ESA/BEA 1403H (North Channel), Brownfield Planning (NCO), Grant mgmt NTH Consultants 05/20/14 594411 $7,061.78 EPA Grant -HAZARDOUS; Phase II ESA North Channel Fibertec Environmental 05/30/14 110132 $1,185.00 EPA Grant -HAZARDOUS; Supplemental Phase II ESA Lab Services for North Channel Eftaxiadis Consulting Inc 04/24/14 CMBRA- $1,168.75 EPA Grant - PETROLEUM; Grant mgmt and 1403P loseout Eftaxiadis Consulting Inc 06/13/14 CMBRA- $2,911.25 EPA Grant - HAZARDOUS; Phase II ESA/BEA 1405H (North Channel), Outreach, Program mgmt NTH Consultants Ltd 06/23/14 594912 $1,200.00 EPA Grant - HAZARDOUS; BEA (North Channel) Eftaxiadis Consulting Inc 06/13/14 CMBRA- $1,763.75 Technical Support Filer Twp Dump, 334 River, 1405 MDEQ Loan, BRA Assist. Eftaxiadis Consulting Inc 06/27/14 CMBRA- $2,358.75 EPA Grant - HAZARDOUS; Phase II ESA/BEA 1406H (North Channel), Outreach, Program mgmt and Closeout NTH Consultants Ltd 06/23/14 594911 $1,125.00 EPA Grant - HAZARDOUS; Phase II ESA (North Channel) TOTAL: $26,044.28 MOTION by Don Kuk, seconded by Jeff Stege to approve previously paid invoices. With a Voice Vote this motion passed unanimously. Ed Bradford reviewed the Balance Sheet and Revenue/Expenditure Report with the Directors (attached). NEW BUSINESS Approval of Contract with Kathy Adair Morin Due to a Conflict of Interest, T. Eftaxiadis is unable to act as the City of Manistee Brownfield Authority consultant for the South Washington Area Brownfield Plan. The City of Manistee Brownfield City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 2 Redevelopment Authority has drafted a Professional Services Agreement with Kathy Adair Morin to act as the City’s and the Authority’s Consultant for the processing of the South Washington Area Brownfield Plan and documents and grant/loan applications related to the project. Ms. Morin was introduced to the Directors, her credentials were discussed, and the Professional Services Agreement that has been drafted for their consideration. The Professional Services Agreement was reviewed and approved by the City Attorney. MOTION by Don Kuk, seconded by Jeff Stege that the City of Manistee Brownfield Redevelopment Authority approve the Professional Services Agreement with consultant Kathy Adair Morin and authorize Chair Clinton McKinven-Copus to execute the document. With a Voice Vote this motion passed unanimously. South Washington Area Brownfield Plan The South Washington Area includes six parcels as follows: 1. River Parc Place Parcel Code #51-211-100-05 2. North Channel Outlet Parcel Code #51-211-100-02 3. Former Groves Parcel (L) Parcel Code #51-211-100-03 4. Former Groves Parcel (S) Parcel Code #51-211-100-01 5. City of Manistee Parcel Code #51-211-105-01 6. Veterans Memorial Park Parcel Code #51-101-350-01 Brownfield Administrator Ed Bradford gave background information about the properties to the Directors. T. Eftaxiadis, Consultant for the Applicant and Kathy Morin, Consultant for the City and the Authority reviewed the plan with the Directors (Brownfield Redevelopment Scope and Financing Summary – attached). Discussion included:  Grant Funds  Tax Abatements  River Parc Place o Increase number of units (from 10 to 14 or 18) o Discussed parking for tenants o Property qualifies as a “Facility” o Building is functionally obsolete and a blighted structure  North Channel Outlet (includes three parcels) o Commercial Uses on the first floor o Second Floor Apartments for Rent – If grant received from MSHDA some rental control units (80% median Income) will be available o Third Floor Apartments for rent or for sale (market rate) o Parking and site improvements will be made to property o Restoration of Historic Building (potential façade re-design in addition to exterior façade improvements) City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 3 o 3D imaging of exterior of building has been completed by Main Street/DDA, interior may be done o Property qualifies as a “Facility” due to contamination present in four parcels o Building is a blighted and Historic Structure o Early projection indicates creation of 15 jobs  Both Former Groves properties were acquired and are part of the North Channel property, for parking and access from Fifth Avenue. o Short Street will require a retaining wall on the North Channel property o Looping of Public Water Main will be installed in the River Parc parcel  City Property to West o Property is not a “Facility” o Included in the BRA Plan as a contiguous parcel o Infrastructure improvements proposed for property include  Pump Station Upgrade  Replacement of Sewer Line  Installation of Sheet Pile  Improvements would allow for the expansion of the Riverwalk  Veterans Memorial Park o Phase I Environmental Site Assessment has been completed on parcel – unknown if parcel is a “Facility” o Included in the plan as a contiguous and contributing parcel o Improvements to Memorial Drive  Other issues Discussed o Tenant Parking impact on Farmers Market o Traffic Impacts o Increase in tax base o Blight Removal o Restoration of Historical Building  Discussion of BRA Plan with City Council at its August Worksession; DDA, Planning Commission and Historic District Commission and other interested parties will be invited to attend Two minor corrections will be made to the BRA Plan. An updated copy will be sent to the Directors for their review prior to their action on the Plan. Schedule Special Meeting Staff has requested that a Special Meeting of the Brownfield Redevelopment Authority be scheduled to take action on the Brownfield Plan for the South Washington Area. MOTION by Don Kuk, seconded by Jeff Stege that a Special Meeting of the City of Manistee Brownfield Redevelopment Authority be scheduled for Tuesday, August 5, 2014 at 2pm in the Council Chambers. With a Voice Vote this motion passed unanimously. US EPA Grant Status – Ed Bradford – Mr. Bradford told the Directors that the final closeout paperwork for both grants have been sent to the EPA. City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 4 OLD BUSINESS None PUBLIC COMMENTS AND COMMUNICATIONS None CORRESPONDENCE None STAFF REPORTS None MEMBERS DISCUSSION None A Special meeting of the Brownfield Redevelopment Authority has been scheduled for August 5, 2014. The next regular meeting of the Brownfield Redevelopment Authority will be held on October 28, 2014. ADJOURNMENT Motion by Don Kuk, seconded by Steve Brower that the meeting be adjourned. MOTION PASSED UNANIMOUSLY. Meeting adjourned at 3:27 pm MANISTEE CITY BROWNFIELD REDEVLOPMENT AUTHORITY ____________________________________ Denise J. Blakeslee, Recording Secretary City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 5 City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 6 City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 7 City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 8 City of Manistee Brownfield Redevelopment Authority Meeting Minutes of July 29, 2014 Page 9 City of Manistee Brownfield Redevelopment Authority Brownfield Plan For South Washington Street Area Redevelopment Project City of Manistee, Manistee County Prepared By: City of Manistee Brownfield Redevelopment Authority and Manistee Investment Partners, LLC July 2014 Approved by the Brownfield Redevelopment Authority on _______________ Approved by the City Council on ________________ Table of Contents Page No. I. INTRODUCTION AND PURPOSE 1 II. ELIGIBLE PROPERTY 3 1. Description of Costs to Be Paid for with Tax Increment Revenues, and Summary of Eligible Activities 4 2. Estimate of Captured Taxable Value and Tax Increment Revenues 5 3. Method of Financing for the Brownfield Plan 6 4. Maximum Amount of Note or Bonded Indebtedness 6 5. Duration of Brownfield Plan 6 6. Estimated Impact of Tax Increment Financing on Revenues of Taxing Jurisdictions 7 7. Legal Description and Property Map 7 8. Estimates of Residents and Displacement of Families 7 9. Plan for Relocation of Displaced Persons 7 10. Provisions for Relocation Costs 8 11. Strategy for Compliance with Michigan's Relocation Assistance Law 8 12. Description of Proposed Use of Local Site Remediation Revolving Fund 8 ATTACHMENTS Attachment A – Eligible Activities and Eligible Costs Attachment B – TIF Capture and Reimbursement Schedules Attachment C – Legal Description of the Eligible Properties I. INTRODUCTION AND PURPOSE On June 6, 2006 the City Council of the City of Manistee, Michigan adopted a resolution to create the City of Manistee Brownfield Redevelopment Authority (“Authority”). The purpose of this document, to be implemented by the Authority, is to satisfy the requirements for a Brownfield Plan (“Plan”) for the properties shown on Figure 1 and listed below and located within the City of Manistee, Manistee County, Michigan (“Property”) as specified in Act 381 of the Public Acts of 1996 as amended, which is known as the "Brownfield Redevelopment Financing Act". The City of Manistee is a “qualified local governmental unit”. The Property is comprised of six real estate parcels shown on Figure 1, mostly within the City of Manistee Downtown Development District and within the City of Manistee Historic District. The Property consists of the following parcels: 1. The “River Parc Place” parcel (Parcel 1), including a vacant and blighted four story building, vacant land north of the building, and a strip of vacant land west of the building. 2. The former “North Channel Outlet” parcel (Parcel 2), including a historic vacant and blighted three story building and a contiguous two story building, and vacant land west of the buildings. 3. Two vacant parcels located north and west of the North Channel Outlet and River Parc Place buildings (Parcels 3 and 4). 4. A vacant parcel (Parcel 5) located west of Parcel 3. 5. The Veterans Memorial Park parcel (Parcel 6) located east of Parcels 1 and 2, including parking areas, a Veterans Memorial, an open air performing arts stage and vacant land. Due to the fact that the buildings in Parcels 1 and 2 have been vacant and underutilized for several years they are currently blighted and in need of substantial repairs, improvements and structural reinforcements. The portions of the Property where Parcels 1, 2, 3 and 4 are located are part of the historic furniture manufacturing complex started in the 1890's. Portions of the original manufacturing complex were demolished over many years, while some were destroyed by fires. The building in Parcel 2 was used as retail store for furniture and furnishings till the early 2010s. The building on Parcel 1 was partially constructed in 2006 but was soon abandoned and left to deteriorate. These four parcels have been acquired by Manistee Investment Partners, LLC that plan to redevelop them through an integrated mixed- use plan. Parcels 5 is owned by the City of Manistee, and its inclusion in this Plan is critical to the redevelopment of Parcels 1, 2, 3 and 4 due to the public infrastructure improvements that will be constructed on it to support the project. Similarly, Parcel 6, the Veterans Memorial Park, is included in the Plan due to public infrastructure improvements and public parking facilities that will be constructed and improved on it to support the project. Page 1 The proposed project will consist of the redevelopment of the buildings into residential and retail spaces. The redevelopment project will be undertaken by the Manistee Investment Partners, LLC for Parcels 1, 2, 3 and 4, and by the City of Manistee for Parcels 5 and 6 and common public infrastructure improvements (collectively referred to as the “Developers”) with assistance by the Authority. The redevelopment of the Property, subject to the approval of this Plan by the Authority, the City Council and the State of Michigan will include the following elements:  Remediation of contaminated soils and media.  Abatement of hazardous materials.  Demolition of obsolete and structurally unsafe building components.  Correction of blighted conditions and building elements.  Construction of improved public water and wastewater facilities, and streetscapes.  Construction of market rate and “controlled rent” residential spaces at Parcels 1 and 2.  Construction of commercial and retail spaces on Parcel 2.  Site improvements and landscaping. Site plans will be discussed with, planned under and acted upon by City of Manistee zoning ordinance and the guidelines of the Planning Commission, Historic District Commission and the Main Street - Downtown Development Authority within which the Property is located. The redevelopment will involve meeting certain building, historic and environmental requirements to ensure sustainable and safe operation of the proposed uses. Parcels 1, 2, 3 and 4 are “facilities”, as defined by Part 201 of the Natural Resources and Environmental Protection Act, Act 451 of the Public Acts of 1994 as amended. Parcels 5 and 6 are contiguous to “facilities” and included in the Plan to support the project. Environmental assessments have been, or are being performed by the Authority on all parcels between January 2013 and the present. The environmental assessments have documented the presence of contaminants at concentrations exceeding State of Michigan Generic Residential Cleanup Criteria as described elsewhere in this Plan. The environmental assessments have also facilitated the preparation of Baseline Environmental Assessments for Parcels 1, 2, 3 and 4, and will be used to determine the scope of the Due Care and additional response activities required at the Property. The redevelopment project will create ten to fifteen new jobs associated with the commercial and retail components of the redevelopment. This project is critical for the Main Street - Downtown Development Authority because it will eliminate the blighted conditions associated with the buildings in Parcels 1 and 2 for several years. The project is catalytic for Page 2 this area of the City's Downtown District due to the expected increased economic and building redevelopment activity. Furthermore, this project is compatible with the City’s and the MSDDA’s vision for the South Washington Street Area as expressed in the “Manistee North Corridor Placemaking Project” plan prepared by Beckett & Raeder for the MSDDA in September 2012. The Developers require the assistance of the Authority, the City of Manistee Main Street - Downtown Development Authority (“MSDDA”) and the City Council with securing Tax Increment Financing for the project. The Developers will also require the assistance of the City in applying for job creation, blight elimination, public infrastructure improvements and rental rehabilitation grant and loan funding from the Michigan Economic Development Corporation (“MEDC”) and the Michigan State Housing Development Authority (“MSHDA”) to allow this project to proceed. Due to the substantial rehabilitation costs associated with the project and the continuing depressed real estate values, the Developers will also seek approval from the City and the State of Michigan for the project to qualify for short-term real property tax abatements under the Obsolete Property Rehabilitation Act (“OPRA”) and the Neighborhood Enterprise Zone (“NEZ”) programs. II. ELIGIBLE PROPERTY The eligible Property is located within the boundaries of the City of Manistee. The numbers of the tax parcels comprising the eligible Property are:  PARCEL 1 : 51-51-211-100-05  PARCEL 2 : 51-51-211-100-02  PARCEL 3 : 51-51-211-100-03  PARCEL 4 : 51-51-211-100-01  PARCEL 5 : 51-51-211-105-01  PARCEL 6 : 51-51-101-350-01 Phase I Environmental Site Assessments (“ESA”), Phase II ESAs and Baseline Environmental Assessments (“BEA”) were conducted on Parcels 1 in October 2010, and on Parcels 2, 3 and in April and May 2014. The ESAs and BEA were conducted under a USEPA Brownfield Assessment grant awarded to the Authority. Based on the findings of the soil sampling performed under the Phase II ESAs, it was determined that Parcels 1, 2, 3 and 4 of the Property are “facilities” as defined by Part 201 of the Natural Resources and Environmental Protection Act, Act 451 of the Public Acts of 1994 as amended. The “facility” determination was based on the presence of numerous hazardous substances in soils (Arsenic, Barium, Cadmium, Chromium, Copper, Lead, Mercury, Selenium, Silver, Zinc, Benzo(a)pyrene, Benzo(b)fluoranthene, Fluoranthene and Phenanthrene) at concentrations exceeding applicable State of Michigan generic residential cleanup criteria Parcels 5 and 6 are contiguous to “facilities” and contributing to the redevelopment of Parcels 1 and 2. Page 3 1. Description of Costs to Be Paid for With Tax Increment Revenues, and Summary of Eligible Activities A description of the costs of the plan intended to be paid for with the tax increment revenues, including a brief summary of the eligible activities that are proposed for each eligible property. An estimate of costs that may be eligible for reimbursement using Brownfield TIF, associated with the project approved by the Authority, is presented as Attachment A. The eligible activities currently required for the redevelopment of the Property, include:  Preparation of Act 381 Work Plan for environmental (MDEQ) and non-environmental (MSF) eligible activities;  Preparation of Due Care Plans for the portions of the Property that are “facilities”;  Preparation of biddable plans and specifications for environmental and non-environmental eligible construction activities;  Removal/disposal or capping of contaminated soils, fly ash, coal residue and other waste material at basement and crawl spaces of the River Parc Place (“RPP”) and North Channel Outlet (“NCO”) buildings, respectively;  Removal/disposal or capping of contaminated soils and wastes north, west and between the two buildings;  Removal/replacement of contaminated floors in the NCO building;  Abatement of hazardous materials (Asbestos and Lead Based Paint) in the NCO building;  Grading and balancing of uneven surfaces north and west of the buildings to facilitate construction of parking spaces and support structures;  Demolition of structurally unsafe exterior portions of the NCO building;  Demolition of obsolete interior walls and structures in the RPP and NCO buildings;  Structural reinforcement of the NCO building to allow the safe interior demolition and reconstruction activities;  Stabilization of the slope of Short Street west of the two buildings;  Reconstruction of sidewalks and curb cuts along the Washington Street and 5th Avenue boundaries of the property;  Replacement of the failing sanitary sewer serving the buildings along the Manistee River Channel;  Enlargement of the sanitary pump station to provide required capacity for the increased flows generated by the project;  Extension of the water main to the vicinity of the project to provide the increased capacity for the project;  Construction of Phase I of a river walk along the south boundary of the Property to enhance walkability for the project;  Resurfacing of Memorial Drive to accommodate the increased traffic associated with the project;  Installation of streetscape along the section of Washington Street, from 5th Avenue to the Page 4 Memorial Bridge, along the east boundary of the project;  Contingency for the construction components of the project;  Carrying (financing) costs for the construction of eligible activities by the Developers;  Administrative costs of the Authority for the duration of the TIF capture and reimbursement period; The estimated cost of the eligible activities that may be reimbursed through revenues generated from the capture of future incremental School and Local taxes on the Property, is approximately $3,252,400. In the event that a CDBG Blight Elimination grant is awarded by the MSF to the Authority or the City for the project, the cost of some eligible activities may be reduced accordingly. However, the estimated cost to be reimbursed to the Developers through TIF is subject to the capture and reimbursement duration limitation discussed in Section II.5 of this Plan. Following approval of this Plan by the Authority, the MSDDA and the City Council, review and approval of a Brownfield (Act 381) Work Plan by the MDEQ and MSF will be required prior to beginning work. Additionally, a Development & Reimbursement Agreement between the Authority and the Developers of the Property will be required to establish the schedule and components of the redevelopment project, as well as the terms and conditions of the financing of eligible activities and reimbursement of associated eligible costs. 2. Estimate of Captured Taxable Value and Tax Increment Revenues Provide an estimate of the captured taxable value and tax increment revenues for each year of the plan from each parcel of eligible property and in aggregate. The plan may provide for the use of part or all of the captured taxable value, including deposits in the local site remediation revolving fund, but the portion intended to be used shall be clearly stated in the plan. The plan shall not provide either for an exclusion from captured taxable value of a portion of the captured taxable value or for an exclusion of the tax levy of one or more taxing jurisdictions unless the tax levy is excluded from tax increment revenues in Section 2(aa), or unless the tax levy is excluded from capture under Section 15. MCLA 125.2663(1)(c) The estimated captured taxable value and tax increment revenues associated with the project, subject to approval of the Authority, City Council and State of Michigan (MDEQ and MSF), are presented as Attachments B1 and B2. The incremental taxable value of the parcels comprising the Property at the time of the approval of the Plan is $1,845,700. This estimate is based on the current combined taxable value of the six parcels, of $354,300 and an estimated future taxable value of Parcels 1, 2, 3 and 4 upon completion of the redevelopment project at the Property, of approximately $2,200,000. The incremental tax revenues that are currently expected to be generated from the parcels on the Property are approximately $3,289,320. This estimate is based on capture of any and all incremental tax revenues during the duration of the Plan (Section II.5) with a seven-year Page 5 Neighborhood Enterprise Zone tax abatement for the RPP building and a ten-year Obsolete Property Rehabilitation Act tax abatement for the NCO building. 3. Method of Financing for the Brownfield Plan The method, by which the costs of the plan will be financed, including a description of any advances made or anticipated to be made for the costs of the plan from the municipality. Costs of implementing the eligible activities of the Plan may be financed by use of funding obtained from any of the following sources, at the discretion of the Authority:  Developers’ equity and/or other financing sources.  Authority financing sources.  State Site Reclamation and/or Brownfield Redevelopment Grants.  Tax Increment Revenues as defined in Section 2(aa) of 1996 Mich. Pub. Acts 381, including capture of incremental taxes levied for school operating and non-school operating expenses, as amended.  Other revenues obtained by the Authority.  The Authority’s Local Site Remediation Revolving Fund (if/when one is established). The Authority may use proceeds from any of the listed sources, at its discretion and in compliance with applicable laws, to pay for eligible activities on the eligible Property, to reimburse the Developers, to repay revolving or other loan(s) or bonds, or reimburse the local site remediation revolving fund. No advance by the Authority is anticipated at this time. 4. Maximum Amount of Note or Bonded Indebtedness The maximum amount, of note or bounded indebtedness to be incurred, if any. MCLA 125.2663(1)(e). At this time the Authority will not incur any bonded indebtedness for this Plan. The City of Manistee, at its discretion, may utilize public financing for the project or components of the project. 5. Duration of Brownfield Plan The duration of the brownfield plan, which shall not exceed the lesser of the period authorized under Subsections (4) and (5) or 35 years. MCLA 125.2663(1)(f). The Plan will remain in effect for as many years as is required to fully reimburse the eligible costs or thirty (30) years, whichever is less. The Authority will not capture for the Local Site Page 6 Remediation Revolving Fund. The estimated tax capture period and schedule is shown on Attachment B. 6. Estimated Impact of Tax Increment Financing on Revenues of Taxing Jurisdictions An estimate of the impact of tax increment financing on the revenues of all taxing jurisdictions in which the eligible property is located. MCLA 125.2663(1)(g). Estimates of tax increment revenues from the taxing jurisdictions captured for the eligible project planned by the Authority are presented in Attachments B1 and B2. 7. Legal Description of Property A legal description of each parcel of eligible property to which the plan applies, a map showing the location and dimensions of each eligible property, and a statement of whether personal property is included as part of the eligible property. MCLA 125.2663(1)(h). Legal descriptions of the tax parcels comprising the eligible Property and a Property map (aerial photo) are included as Attachment C. 8. Estimates of Residents and Displacement of Families Estimates of the number of persons residing on each eligible property to which the plan applies and the number of families and individuals to be displaced. If occupied residences are designated for acquisition and clearance by the authority, the plan shall include a demographic survey of the persons to be displaced; a statistical description of the housing supply in the community, including the number of private and public units in existence or under construction, the condition of those in existence, the number of owner-occupied and renter-occupied units, the annual rate of turnover of the various types of housing and the range of rents and sale prices, an estimate of the total demand for housing in the community, and the estimated capacity of private and public housing available to displaced families and individuals.MCLA 125.2663(1)(i). There are no persons currently residing at the Property that will be redeveloped under the Plan and there are no families or individuals displaced as a result of redevelopment under the Plan. 9. Plan for Relocation of Displaced Persons A plan for establishing priority for the relocation of persons displaced by implementation of the plan. MCLA 125.2663(1)(j) No persons will be displaced as a result of implementation of the eligible activities of the Page 7 Plan. Therefore, a plan for relocation of displaced persons is not applicable and is not needed for the Plan. 10. Provisions for Relocation Costs Provision for the costs of relocating persons displaced by implementation of the plan, and financial assistance and reimbursement of expenses, including litigation expenses and expenses incident to the transfer of title, in accordance with the standards and provisions of the federal uniform relocation assistance and real property acquisition policies Act of 1970, Public Law 91-646, 84 Stat. 1894 MCLA 125.2663(1)(k) No persons will be displaced as a result of implementation of the eligible activities of the Plan and no relocation costs will be incurred. Therefore, provision for relocation costs is not applicable and is not needed for the Plan. 11. Strategy for Compliance with Michigan's Relocation Assistance Law A strategy for compliance with Act No. 227 of the Public Acts of 1972, being Sections 213.321 to 213.332 of the Michigan Compiled Laws. No persons will be displaced as a result of implementation of the eligible activities of the Plan. Therefore, no relocation assistance strategy is needed for the Plan. 12. Description of Proposed Use of Local Site Remediation Revolving Fund A description of proposed use of the local site remediation revolving fund. MCLA 125.2663(1)(m). The Authority will not capture for the Local Site Remediation Revolving Fund (LSRRF). If the Authority amends the plan at a future date to allow capture for the LSRRF, the proceeds of the Authority’s , which may be established by a resolution of the Authority, including the maximum amount of tax increment revenues captured by the Authority and placed in the LSRRF under the Plan, will be used in accordance with the Act. The Authority will then use the fund to pay for the Authority’s administrative costs, for repayment of any indebtedness incurred by the Authority for this project, for reimbursing the Developers qualifying for such reimbursement for eligible activities as defined in Section 2(k) of 1996 of 1996 Mich. Pub. Acts 381 as amended, and to pay for any eligible activity costs conducted by the Authority at approved properties within the City of Manistee and included in a Plan, but not limited to the property included in this Plan, as well as other eligible properties within the City of Manistee which may be included in the Plan as amended in the future by the Authority and the City Council. Eligible activities include but are not limited to: Phase I and II Environmental Assessments Page 8 Baseline Environmental Assessments Soil and Groundwater Investigations Soil and/or Groundwater Remediation Contaminated Structure Demolitions Due Care Activities Associated Infrastructure improvements associated with response activities Administration Costs (Work Plans, MDEQ approvals, Authority administrative/operating expenses) No estimates of tax increment revenues captured from the eligible Property for the LSRRF are presented in Attachment B. Page 9

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