Brownfield Redevelopment Authority
Regular MeetingManistee, MI · June 6, 2017
Minutes
MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY
70 Maple Street
Manistee, MI 49660
MEETING MINUTES
June 6, 2017
A meeting of the Manistee City Brownfield Redevelopment Authority was held on June 6, 2017 at 2 pm
in the Council Chambers, City Hall, 70 Maple Street, Manistee, Michigan.
Meeting was called to order at 2:02 pm by Vice Chair Kuk
Roll Call:
Members Present: Steve Brower, Megan Kempf, Donald Kuk, Marlene McBride, Jeffrey Stege
Members Absent: Clinton McKinven-Copus (excused), Vacancy
Others: Ed Bradford (BRA Administrator), Denise Blakeslee (Planning & Zoning
Administrator) and others
APPROVAL OF AGENDA
Motion by Megan Kempf, seconded by Steve Brower that the agenda be approved as prepared.
MOTION PASSED UNANIMOUSLY.
APPROVAL OF MINUTES
Motion by Marlene McBride, seconded by Steve Brower that the minutes of the January 3, 2017
Brownfield Redevelopment Authority Meeting be approved as prepared. MOTION PASSED
UNANIMOUSLY.
PUBLC HEARING
None
FINANCIAL REPORTS
Approval of Invoices - No new invoices
Financial Statements - Finance Director Ed Bradford gave a financial status update on the Brownfield
Redevelopment Authority Funds.
MOTION by Jeff Stege, seconded by Meagan Kempf to accept the financial report. MOTION PASSED
UNANIMOUSLY.
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of June 6, 2017 Page 1
NEW BUSINESS
North Channel TIF Assignment
North Channel Investors, LLC owns and is renovating the former North Channel Outlet building. The City
of Manistee Brownfield Redevelopment Authority previously entered into a development and
reimbursement agreement with the owner. The agreement allows for the assignment of rights and
obligations upon written approval of the Brownfield Authority. The owner is requesting approval of an
assignment agreement for the TIF reimbursement whereby the TIF is assigned to their lender, Shelby
State Bank.
Ed Bradford presented the request and noted that there is a correction needed on Exhibit A to correct
the parcel numbers.
MOTION by Jeff Stege, seconded by Steve Brower that the City of Manistee Brownfield Redevelopment
Authority approves an Assignment of Tax Increment Financing agreement for North Channel Investors,
LLC with the correction of the parcel numbers on Exhibit A.
With a roll call vote motion passed 5 to 0.
Yes: Kuk, McBride, Stege, Brower, Kempf
No: None
Amending Development Agreement with Manistee Investment Partners
Manistee Investment Partners previously entered into a development agreement with the City of
Manistee and the City of Manistee Brownfield Redevelopment Authority. Exhibit A to the agreement
describes the owner (private) development. The attachment lists “Two (2) commercial storefront
spaces” as a component of the project. The developer would like to eliminate this component and make
the space attached garages instead. The developer is taking steps with both the State of Michigan and
the City of Manistee to amend its CRP grant agreement and zoning approvals, respectively, to allow
these changes. The developer would like the City of Manistee Brownfield Authority to also approve this
modification.
Ed Bradford spoke to the authority about the request and the progress on the building.
MOTION by Megan Kempf seconded by Marlene McBride that the City of Manistee Brownfield
Redevelopment Authority approves amending the Development Agreement with Manistee Investments
Partners by striking the provision in attachment A for “Two (2) commercial storefront spaces”;
contingent upon receipt of all necessary approvals from the State of Michigan, and City of Manistee; and
further take action to authorize the Brownfield Administrator to execute any needed documents.
With a roll call vote motion passed 5 to 0.
Yes: McBride, Brower, Kempf, Stege, Kuk
No: None
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of June 6, 2017 Page 2
Potential Future Projects - Ed Bradford report to the commission on potential future projects including:
Music Vault, 346 & 348 River Street – there has been discussions with the applicant on a mixed use
project and they will be submitting an application to the BRA.
Former MAPS vocational building – new owner, may be submitting an application to the BRA.
Project Updates - Joslin Cove – Ed Bradford noted this is a County Brownfield project; they are waiting
for a determination from the State of Michigan. Applicant may be asking for an extension.
PUBLIC COMMENTS AND COMMUNICATIONS
None
CORRESPONDENCE
None
STAFF REPORTS
Ed Bradford, BRA Administrator – working on developing a process for tax capture.
MEMBERS DISCUSSION
None
ADJOURNMENT
Motion by Meagan Kempf, seconded by Marlene McBride 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 June 6, 2017 Page 3
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of June 6, 2017 Page 4
Agenda
MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY
Meeting of June 6, 2017
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 June 6, 2017
agenda.
IV APPROVAL OF MINUTES
At this time Brownfield Redevelopment Authority can take action to approve the January 3, 2017
meeting minutes.
V PUBLIC HEARING
VI FINANCIAL REPORTS
Approval of Invoices
No new invoices
Financial Statements
Finance Director Ed Bradford will give a financial status update on the Brownfield Redevelopment
Authority Funds.
VII NEW BUSINESS
North Channel TIF Assignment
North Channel Investors, LLC owns and is renovating the former North Channel Outlet building.
The City of Manistee Brownfield Redevelopment Authority previously entered into a development
and reimbursement agreement with the owner. The agreement allows for the assignment of
rights and obligations upon written approval of the Brownfield Authority. The owner is
requesting approval of an assignment agreement for the TIF reimbursement whereby the TIF is
assigned to their lender, Shelby State Bank.
At this time the City of Manistee Brownfield Redevelopment Authority could take action to
approve an Assignment of Tax Increment Financing agreement.
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Amending Development Agreement with Manistee Investment Partners
Manistee Investment Partners previously entered into a development agreement with the City of
Manistee and the City of Manistee Brownfield Redevelopment Authority. Exhibit A to the
agreement describes the owner (private) development. The attachment lists “Two (2)
commercial storefront spaces” as a component of the project. The developer would like to
eliminate this component and make the space attached garages instead. The developer is taking
steps with both the State of Michigan and the City of Manistee to amend its CRP grant agreement
and zoning approvals, respectively, to allow these changes. The developer would like the City of
Manistee Brownfield Authority to also approve this modification.
At this time the City of Manistee Brownfield Redevelopment Authority could take action to amend
the Development Agreement with Manistee Investments Partners by striking the provision in
attachment A for “Two (2) commercial storefront spaces”; contingent upon receipt of all
necessary approvals from the State of Michigan, and City of Manistee; and further take action to
authorize the brownfield administrator to execute any needed documents..
Potential Future Projects
Staff will update the Brownfield Redevelopment Authority on potential future projects.
Music Vault, 346 & 348 River Street
Former MAPS vocational building
Project Updates
Staff will update the Brownfield Redevelopment Authority on the status of current projects.
Joslin Cove
VIII OLD BUSINESS
IX PUBLIC COMMENTS AND COMMUNICATIONS
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
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Planning & Zoning
231.398.2805
Fax 231.723-1546
MEMORANDUM www.manisteemi.gov
TO: Brownfield Redevelopment Authority Directors
FROM: Denise Blakeslee, Planning & Zoning Administrator
DATE: June 1, 2017
RE: June 6, 2017 Meeting
The next meeting of the Brownfield Redevelopment Authority Meeting will be on Tuesday, June 6, 2017.
A copy of the meeting agenda and attachments are enclosed for your review.
If you are to attend the meeting please call me at 398.2805.
MANISTEE CITY BROWNFIELD REDEVELOPMENT AUTHORITY
70 Maple Street
Manistee, MI 49660
MEETING MINUTES
January 3, 2017
A meeting of the Manistee City Brownfield Redevelopment Authority was held on January 3, 2017 at
2:00 pm in the Council Chambers, City Hall, 70 Maple Street, Manistee, Michigan.
Meeting was called to order at 2:04 pm by Chair Clinton McKinven-Copus
ROLL CALL
Members Present: Steve Brower, Meagan Kempf, Marlene McBride, Clinton McKinven-Copus,
Members Absent: Donald Kuk (excused), Jeffrey Stege (excused), Vacancy
Others: T. Eftaxiadis (BRA Consultant), Ed Bradford (BRA Administrator), and Denise
Blakeslee (Planning & Zoning Administrator)
APPROVAL OF AGENDA
Motion by Steve Brower, seconded by Meagan Kempf that the agenda be approved as prepared.
With a Voice Vote this motion passed unanimously
APPROVAL OF MINUTES
Motion by Steve Brower, seconded by Marlene McBride that the minutes of the August 2, 2016
Brownfield Redevelopment Authority Meeting be approved as prepared.
With a Voice Vote this motion passed unanimously
PUBLC HEARING
None
FINANCIAL REPORTS
Approval of Invoices
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 1
VENDOR NAME DATE INVOICE INVOICE SERVICE DESCRIPTION
NUMBER AMOUNT
Eftaxiadis Consulting Inc. 8/1/16 CMBRA-1607 2,613.75 Consulting, Brownfield Service
Eftaxiadis Consulting Inc. 9/8/16 CMBRA-1608 318.75 BRA/TIF Mgmt/Bookmark Red
Eftaxiadis Consulting Inc. 10/10/16 CMBRA-1609 361.25 CMBRA Tech Ser/Bookmark
TOTAL: $3,293.75
Members reviewed the summary of paid invoices.
MOTION by Meagan Kempf, seconded by Marlene McBride to approve previously paid invoices.
With a Voice Vote this motion passed unanimously
BRA Financing
Finance Director Ed Bradford reviewed the Balance Sheet and Revenue/Expenditure Report with the
Directors (attached).
MOTION by Marlene McBride, seconded by Meagan Kempf to approve the Balance Sheet and
Revenue/Expenditure Report as submitted.
With a Voice Vote this motion passed unanimously
NEW BUSINESS
Review/Approval of the TIF Implementation Plans – “Private Component” South Washington Area
Redevelopment Project
A TIF Implementation Plan for the “private component” of the South Washington Area Redevelopment
Project (River Parc and North Channel properties) as required under the Development and
Reimbursement Agreement between the Brownfield Redevelopment Authority, City of Manistee and
Manistee Investment Partners LLC.
T. Eftaxiadis, Brownfield Consultant and Ed Bradford, Director reviewed the TIF Implementation Plan
with the Directors and answered questions. This approval is required under the Development
Agreement; it may take a couple of years to determine final costs; depending on final costs an
amendment to the Brownfield Plan and Act 381 Work Plan may be needed; documents will be updated
to clarify if the plan is for the private or public components.
MOTION By Meagan Kempf, seconded by Steve Brower that the Brownfield Redevelopment Authority
approves the TIF Implementation Plan for the “private component” of South Washington Area
Redevelopment Project.
With a Voice Vote this motion passed unanimously
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 2
Review/Approval of the TIF Implementation Plans – “Public Component” South Washington Area
Redevelopment Project
A TIF Implementation Plan for the “public component” of the South Washington Area Redevelopment
Project (River Parc and North Channel properties) as required under the Development and
Reimbursement Agreement between the Brownfield Redevelopment Authority, City of Manistee and
Manistee Investment Partners LLC.
T. Eftaxiadis, Brownfield Consultant and Ed Bradford, Director reviewed the TIF Implementation Plan
with the Directors and answered questions.
MOTION by Steve Brower, seconded by Meagan Kempf that the Brownfield Redevelopment Authority
approves the TIF Implementation Plan for the “public component” of the South Washington Area
Redevelopment Project.
With a Voice Vote this motion passed unanimously
Election of Officers
At this time the meeting was turned over to Ed Bradford who asked for nominations for the Position of
Chair.
Meagan Kempf nominated Clinton McKinven-Copus for the position of Chair
Nominations were asked for three times, there being no other nominations, nominations were closed.
With a unanimous voice vote, Clinton McKinven-Copus was elected Chair of the Brownfield
Redevelopment Authority for 2017
Vice-Chair
Clinton McKinven-Copus asked for nominations for the Position of Vice-Chair.
Steve Brower nominated Don Kuk for the position of Vice-Chair
Nominations were asked for three times, there being no other nominations, nominations were closed.
With a unanimous voice vote, Don Kuk was elected Vice - Chair of the Brownfield Redevelopment
Authority for 2017.
Secretary
Chair McKinven-Copus asked for nominations for the Position of Secretary.
Marlene McBride nominated Steve Brower for the position of Secretary
Nominations were asked for three times, there being no other nominations, nominations were closed.
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 3
With a unanimous voice vote, Steve Brower was elected Secretary of the Brownfield Redevelopment
Authority for 2017.
Appointment of a Recording Secretary 2017
Once Elected the Secretary may appoint a Recording Secretary to handle the administrative functions of
the office.
Steve Brower appointed Denise Blakeslee to act as the Recording Secretary for the Brownfield
Redevelopment Authority for the year 2017.
By Law Review
According to the By-Laws of the City of Manistee Brownfield Redevelopment Authority shall annually
review their By-Laws at their annual meeting in January.
Staff noted that the Brownfield Redevelopment Authority had not held quarterly meetings as required
in the By-Laws and recommends that Section 2.7 Meeting be amended as follows:
2. 7 Meetings. Meetings of the Board may be called by or at the request of the Chairperson of the Board
or any two Directors. The meetings of the Board shall be public, and the appropriate notice of such
meetings shall be provided to the public. Meetings shall be held from time to time as scheduled by the
Chair or Board to carry out the responsibilities of the Brownfield Authority Regular meetings of the
Brownfield Redevelopment Authority shall be held in each calendar quarter of each year. In no event
shall there be less than four (4) meetings per year. The Board shall hold an Annual Meeting in January of
each year at which time officers of the Board shall be elected as provided in Article 3, Section 2.
MOTION By Meagan Kempf, seconded by Marlene McBride that Section 2.7 Meetings of the Brownfield
Redevelopment Authority By Laws be amended by deleting language for quarterly meetings which reads
“Regular meetings of the Brownfield Redevelopment Authority shall be held in each calendar quarter of
each year. In no event shall there be less than four (4) meetings per year.”
With a Voice Vote this motion passed unanimously
Oath of Office/Section 6 Conflict of Interest
Annually the Brownfield Redevelopment Authority members will take an Oath of Office and agree to
abide by Section 6 Conflict of Interest of the By-Laws of the City of Manistee Brownfield Redevelopment
Authority.
Denise Blakeslee administered the Oath of Office and agreement to abide by Section 6 Conflict of
Interest of the By-Laws of the City of Manistee Brownfield Redevelopment Authority to Ed Bradford,
Finance Director and Steve Brower, Meagan Kempf, Marlene McBride, and Clinton McKinven-Copus.
Project Update
T. Eftaxiadis spoke of the progress at Edgewater and extended an invitation to take the members on a
tour.
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 4
OLD BUSINESS
Schedule Meeting dates for 2017
The Directors discussed the changes to Section 2.7 Meetings of the Brownfield Redevelopment
Authority By Laws. Meeting dates will be scheduled using the proposed meeting schedule (first Tuesday
of the month at 2 pm) as needed. Due to the Holiday they will schedule the January 2018 meeting for
Tuesday, January 9, 2018.
PUBLIC COMMENTS AND COMMUNICATIONS
None
CORRESPONDENCE
None
STAFF REPORTS
None
MEMBERS DISCUSSION
None
ADJOURNMENT
Motion by Marlene McBride, seconded by Meagan Kempf that the meeting be adjourned. MOTION
PASSED UNANIMOUSLY.
Meeting adjourned at 2:54 pm
MANISTEE CITY BROWNFIELD REDEVLOPMENT AUTHORITY
_________________________________________________
Denise J. Blakeslee, Acting Secretary
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 5
City of Manistee Brownfield Redevelopment Authority
Meeting Minutes of January 3, 2017 Page 6
BALANCE SHEET
Page: 1
6/1/2017
City of Manistee 9:12 am
As of: 5/31/2017 Balances
Fund: 243 - BROWNFIELD REDEVELOPMENT AUTHO
Assets
001.000 Cash 7,019.19
040.000 AR - Invoices 9,140.09
Total Assets 16,159.28
Reserves/Balances
390.000 Fund Balance 16,915.28
398.000 Change in Fund Balance -756.00
Total Reserves/Balances 16,159.28
Total Liabilities & Balances 16,159.28
REVENUE/EXPENDITURE REPORT
Page: 1
City of Manistee 6/1/2017
For the Period: 7/1/2016 to 5/31/2017 9:22 am
Original Bud. Amended Bud. YTD Actual CURR MTH Encumb. YTD UnencBal % Bud
Fund: 243 - BROWNFIELD REDEVELOPMENT AUTHO
Revenues
Dept: 000
402.000 Real & Personal Property Tax
379749 09/16/2016 CR Ref ID: RE Drawer:EFT Type:TXDIS 37.45 Wrapup-Receipt Number 1169
387425 01/27/2017 CR Ref ID: SU Drawer:EFT Type:TXDIS 222.44 Wrapup-Receipt Number 1272
387424 01/27/2017 CR Ref ID: WI Drawer:EFT Type:TXDIS 59.20 Wrapup-Receipt Number 1272
391256 03/30/2017 CR Ref ID: BR Drawer:EFT Type:TXDIS 22.16 Wrapup-Receipt Number 1335
Real & Personal Property Tax 0.00 0.00 341.25 0.00 0.00 -341.25 0.0
676.000 Reimbursement
394111 05/15/2017 AR Invoice #:00002520 9,140.09 Wrapup Invoices - Reference # 2540
Reimbursement 0.00 0.00 9,140.09 9,140.09 0.00 -9,140.09 0.0
Dept: 000 0.00 0.00 9,481.34 9,140.09 0.00 -9,481.34 0.0
Revenues 0.00 0.00 9,481.34 9,140.09 0.00 -9,481.34 0.0
Expenditures
Dept: 000
728.000 SUPPLIES - Operating
376529 07/19/2016 AP Insert INV#: 404500-0 13.50 AP REF# (VND#: JACKPINE B) 88726
SUPPLIES - Operating 0.00 0.00 13.50 0.00 0.00 -13.50 0.0
801.000 Professional Services
377766 07/01/2016 RE REVERSED -2,210.00
377970 08/01/2016 AP Consulting, Brownfield Service INV#: CMBRA-1607 2,613.75 AP REF# (VND#: EFTAXIADIS) 89051
379905 09/08/2016 AP BRA/TIF Mgmt/Bookmart Red INV#: CMBRA-1608 318.75 AP REF# (VND#: EFTAXIADIS) 89648
382571 10/10/2016 AP CMBRA Tech Serv/Bookmart INV#: CMBRA-1609 361.25 AP REF# (VND#: EFTAXIADIS) 90301
Professional Services 0.00 0.00 1,083.75 0.00 0.00 -1,083.75 0.0
Dept: 000 0.00 0.00 1,097.25 0.00 0.00 -1,097.25 0.0
Dept: 691 MDEQ Loan
990.000 American Materials MDEQ Loan
394087 05/31/2017 AP Brownfield Redevelopment Loan INV#: PR #431839-00 - #4 9,140.09 AP REF# (VND#: STATE MDEQ) 93094
American Materials MDEQ Loan 0.00 0.00 9,140.09 9,140.09 0.00 -9,140.09 0.0
MDEQ Loan 0.00 0.00 9,140.09 9,140.09 0.00 -9,140.09 0.0
Expenditures 0.00 0.00 10,237.34 9,140.09 0.00 -10,237.34 0.0
Net Effect for BROWNFIELD REDEVELOPMENT AUTHO 0.00 0.00 -756.00 0.00 0.00 756.00
Change in Fund Balance: -756.00
ASSIGNMENT OF TAX INCREMENT FINANCING
THIS ASSIGNMENT (hereafter “Agreement”) is entered into as of May 19, 2017,
among the City of Manistee, Brownfield Redevelopment Authority (CMBRA), a statutory
authority created by the City of Manistee, Michigan (the “City”) pursuant to Act 197 of the
Public Acts of Michigan of 1975, as amended (“Act 197”), with offices at 70 Maple Street,
Manistee, MI 49660, North Channel Investors, LLC a Michigan limited liability company with
offices at 300 Washington Ave., Ste. 100, Grand Haven, MI 49417 (“Assignor”) and Shelby
State Bank, a Michigan Banking Corporation with offices at 242 N. Michigan Ave., Shelby, MI
49455 (“Assignee”).
RECITALS
A. Assignor owns or leases, or expects to own or lease, some or all of the property located in
Manistee County, Michigan (the “Property”) as described on the Exhibit A attached
hereto.
B. Assignor intends to construct a mixed use building, which will include commercial lease
space and 14 residential units on the Property (the “Project”). The CMBRA has agreed
to reimburse Assignor for all qualified private and public facility expenses related to the
redevelopment of the properties identified in Exhibit A pursuant to a Development
Agreement (“Development Agreement”) between the Assignor and the CMBRA dated
February 16, 2016, which calls for payment of certain Project Tax Increment Revenues
(as defined in the Development Agreement) (hereafter “TIR”) to Assignor.
C. Assignee anticipates loaning certain funds to Assignor related to the Project, subject to
final lending commitment being provided by Assignee and approval by Assignee of any
lending and lending terms. Assignor and Assignee anticipate that the loan funds will be
used for, among other things, the eligible private and public facility expenses that will be
reimbursed to Assignor with TIR pursuant to the Development Agreement and the parties
desire to secure repayment of that portion of the loans with this Assignment. It is
anticipated that any such Assignee lending will include in part grant dollars from the
Michigan Strategic Fund pursuant to the Community Development Grant Agreement,
with the Michigan Strategic Fund and/or State of Michigan providing Assignee with the
TIF loan funds due Assignor which Assignee would then loan to Assignor (“TIF Loan”)
as part of a broader lending package, including a construction loan for the Project
(“Project Loan”) again subject to final lending commitment being provided by Assignee
and approval by Assignee of any lending and lending terms. As a part of any such
lending package, the parties to this Agreement desire to assign all TIR due Assignor, and
Assignor’s right to receive such TIR, to Assignee, subject to the terms and conditions of
the Development Agreement. TIR received would be used by Assignee first for
repayment of the TIF Loan in accordance with its terms and, thereafter, applying any
remainder (if any) to the Project Loan. The Assignor and Assignee intend to use
proceeds from the TIF loan and Project Loan to fund the private and public facility
expenses that will be reimbursed to assignor with TIR pursuant to the Development
Agreement.
D. The parties desire that Assignor assign to Assignee the full amount of the TIR capture
benefit Assignor will be eligible for under the Development Agreement according to the
terms and conditions of this Agreement.
AGREEMENT
Accordingly, the parties agree as follows:
1. TIR Assignment. Assignor hereby assigns to Assignee its right (both current and
future) to receive reimbursement of the cost of any eligible private and public facility expenses it
is entitled to receive, and including all TIR to which Assignor is or will become entitled to
pursuant to the Development Agreement, subject to the terms and conditions of the Development
Agreement. The TIR assigned under this agreement is to be used by Assignee first for
repayment of the TIF Loan, applying TIR receipts in accordance with the TIF Loan terms and,
thereafter, applying any remainder (if any) to the Project Loan. The Assignor and Assignee
agree that the TIF Loan and Project Loan will be used to fund the eligible private and public
facility expenses that will be reimbursed to Assignor with TIR pursuant to the Development
Agreement.
2. Payments to Assignee. The CMBRA agrees to make TIR payments directly to
Assignee pursuant to the terms of this Agreement and of any specific payment or wire
instructions which Assignee provides, subject to the terms and conditions of the Development
Agreement.
3. Liability and Obligations. Nothing contained herein shall relieve Assignor of
any obligations or liability under the Development Agreement including any which have arisen
before the date hereof, and Assignor shall indemnify and hold Assignee harmless from and
against such obligations or liability. Assignee shall, in no event, be obligated to perform any
actions or incur any obligations or liabilities whatsoever, under the Development Agreement or
otherwise, until such time as Assignee elects, if at all, to undertake such obligations or liabilities
by written notice to Assignor and the CMBRA.
4. Covenants.
(A) Assignor shall faithfully abide by, perform and discharge each and every
term, condition, obligation, covenant and agreement, which Assignor is
now, or hereafter becomes, liable to observe or perform under the
Development Agreement; give prompt written notice to Assignee of any
notice of default received by Assignor with respect to any default of
Assignor under the Development Agreement, together with an accurate,
complete copy of any such notice; at the sole cost and expense of
Assignor, enforce or secure the performance of each and every term,
obligation, covenant, condition and agreement to be performed by other
parties under the Development Agreement; and provide to Assignee an
accurate, complete copy of any notice of default issued by Assignor with
respect to the Development Agreement, if and when so sent by Assignor.
(B) Assignor shall not modify, amend, extend, renew or in any way alter the
terms of Development Agreement; nor waive, excuse, condone or in any
manner release or discharge any party thereunder, of or from any
obligation, covenant, condition, or agreement by said person to be
performed thereunder; nor terminate the term thereof nor accept a
surrender thereof, without the prior written consent of Assignee.
(C) Assignor will not execute, or agree to, any assignment of the
Development Agreement or of any of the TIR subsequent to the date
hereof.
5. Assignor Warranties and Representations. Assignor warrants and represents to
Assignee that: (1) the TIR revenue being assigned to Assignee, or any part thereof, is not
currently subject to any assignment, pledge, mortgage or encumbrance except in favor of
Assignee, and will not be subject to any assignment, pledge, mortgage or encumbrance hereafter,
except in favor of Assignee, for so long as Assignor is indebted to Assignee including pursuant
to the TIF Loan; (2) the Development Agreement is in full force and effect and as of the date
hereof no uncured defaults exist with respect to the Development Agreement; and (3) all
covenants, conditions and agreements have been performed as required in the Development
Agreement, except those not due to be performed until the date of this Agreement.
6. Consent to Assignment. All parties hereto, including the CMBRA, do hereby
consent to this Agreement and the assignment as called for herein.
7. No Commitment. This Agreement is not a commitment by Assignee to lend.
8. Counterparts. This Agreement may be executed in counterparts, each of which
will be an original, and all of which, taken together, will constitute a single instrument. The
exchange of copies of this Agreement and of signature pages by facsimile or other electronic
transmission will constitute effective execution and delivery of this Agreement as to the parties
and may be used in lieu of the original agreement for all purposes. Signatures of the parties
transmitted by facsimile or other electronic transmission will be deemed to be their original
signatures for all purposes.
9. Notices. All notices shall be given by registered or certified mail addressed to the
parties at their respective addresses shown above. Any party may change the address by written
notice sent by registered or certified mail to the other parties.
10. Assignment. The interest of any party under this Agreement shall not be
assignable without the other parties’ written consent, which shall not be unreasonably withheld.
11. Non-waiver. No delay or failure by any party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any
other right, unless otherwise expressly provided herein.
12. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Michigan.
13. Binding Effect. The provisions of this Agreement shall be binding upon and
inure to the benefit of all of the parties and their respective heirs, legal representatives, office
holders, successors and assigns.
14. Commercial Code. This Agreement constitutes the granting by Assignor of a
security interest under the Uniform Commercial Code as adopted in the State of Michigan and
Assignor hereby authorizes Assignee to file Uniform Commercial Code financing statements and
other documents perfecting or evidencing such security interest, or otherwise deemed necessary
by Assignee.
[The remainder of this page is blank]
The parties have entered into this Agreement as of the date first written above.
THE CITY OF MANISTEE BROWNFIELD REDEVELOPMENT AUTHORITY
By: _______________________________ By: _______________________________
Its: Clinton McKinven-Copus, Chair Its: Edward Bradford, Administrator
“CMBRA”
NORTH CHANNEL INVESTORS, LLC
By: _______________________________ By: _______________________________
David L. Tencate, Member John D. Groothuis, Member
By: _______________________________ By: _______________________________
Thrasos Eftaxiadis, Member
“Assignor”
SHELBY STATE BANK
By: _______________________________
Its: Robert M. Fisher, II, Sr. V.P. & Sr. Lender
“Assignee”
14957692-1
EXHIBIT A
Legal Description
City of Manistee, County of Manistee, and State of Michigan, is described as follows:
Part of Government Lot One (1), Section Eleven (11), Township Twenty-one (21) North,
Range Seventeen (17) West, commencing at the Northeast comer of said Section; thence South
89 degrees 54 minutes 09 seconds West, 33.00 feet along the North line of said Section to the
West right-of-way of Washington Street; thence along said West right-of-way, South 00 degrees
00 minutes 00 seconds West, 87.00 feet to the Point of Beginning; thence continuing South 00
degrees 00 minutes 00 seconds West, 125.62 feet; thence South 8 degrees 54 minutes 09 seconds
West, 137.00 feet; thence North 00 degrees 00 minutes 00 seconds East 125.62 feet, parallel with
Short Street; thence North 89 degrees 54 minutes 09 seconds East, 137.00 feet to the Point of
Beginning.
51-61-211-100-02
AND
Part of Government Lot One (1), Section Eleven (11), Township Twenty-one (21) North, Range
Seventeen (17) West, described as: Commencing 33 feet South and 33 feet West of the Northeast
comer, thereof; thence West 75 feet; thence South 22.54 feet; thence East 75 feet; thence North
22.79 feet to the Point of Beginning.
51-61-211-100-01
AND
Part of Government Lot One (1) of Section Eleven (11),Township Twenty-one (21) North,
Range Seventeen (17) West, described as: Commencing 33 feet West and 55.79 feet South of the
Northeast comer thereof; thence West 75 feet; thence North 22.54 feet; thence West 82 feet;
thence South 230 feet; thence West 60feet; thence South to the North line of the Manistee River;
thence East along the North line of said river to a point 20 feet East of the East line of Short
Street extended to the river; thence North to a point 170 feet West and 87 feet South of the
Northeast corner of Government Lot 1;thence East 137 feet; thence North 31.21 feet to the Point
of Beginning.
51-51-211-100-03
EXHIBIT A
SOUTH WASHINGTON AREA REDEVELOPMENT PROJECT
OWNER (PRIVATE) DEVELOPMENT
The Tax Increment Financing ("TIF") reimbursable activities to be performed by the Owner, will
be implemented in two Phases as follows:
• Phase I of the project involves the redevelopment of the former River Pare Place building and
vacant land located north, west and south of the building (80 Washington Street) into a complex
consisting of:
o Eighteen to twenty (18-20) residential condominium units
o Two (2) commercial storefront spaces.
o Two to four (2-4) boat docks.
o At least 18 surface parking spaces.
o Four (4) attached garages.
o A Short Street retaining structure, and
o Site improvements.
o The redevelopment of this building involves approximately 22,000 square feet.
• Phase 2 of the project involves the historic rehabilitation and redevelopment of the former
North Channel Outlet building and sun-ounding vacant parcels of land located north, northwest
and west of the building into the following:
o An 8,000 square feet commercial space located on the first floor of the building.
o Fourteen (14) affordable and market rate residential rental units.
o Site improvements.
o At least ten (10) parking spaces.
o The redevelopment of this building involves approximately 21,000 square feet.
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