Downtown Development Authority

AGENDA Downtown Development Authority Meeting 9:00 AM - Thursday, February 5, 2026 333 W. MIchigan, Three Rivers, MI 49093 Page 1. CALL TO ORDER 2. ROLL CALL 3. APPROVAL OF THE AGENDA 4. APPROVAL OF THE MINUTES 4.A. January Minutes of the meeting held 3-4 2026.1 DDA Board Meeting Minutes 5. CONSENT 5.A. The Design Committee and Promotions Committee did not hold a 5-9 regular meeting in December due to the holiday schedule and the absence of agenda items requiring review. No actions or recommendations were taken during this period. 12.2025 EV Minutes-Approved.docx 2025-12 DDA_BAL SHEET 2025-12 DDA_REVEXP 6. GENERAL COMMENTS For general comments, each person will be allowed to address the Board only one time, 5 minutes per person. The purpose of public comment is to allow the public to address concerns to the Board rather than start a public debate or present questions to the Board. 7. ACTION ITEMS Approve the Downtown Development Authority’s calendar of events as presented. Event dates are subject to change as needed. Financial Impact: Varies by event and is dependent on approved budgets and amounts fundraised for each event. 7.A. Motion to approve the acceptance of the MEDC - Main Street Vibrancy 10 - 21 Grant granted June 27, 2025. DDA Vibrancy Grant FY25 partially executed 7.B. Approve the renewal of the membership in the National Main Street America program in the amount of $375 for a one-year term. The renewed membership will expire on March 31, 2027. Membership Benefits: Continued access to member-exclusive networking and discussion forums, the Main Street Knowledge Hub resource library, Main Street Page 1 of 23  Weekly updates, discounted training and conference opportunities, and alignment with Michigan Main Street and the Michigan Economic Development Corporation (MEDC). 7.C. Approve the 2026 Calendar of Events as presented. Event dates are 22 subject to change as needed. Financial Impact: Varies by event and is dependent on approved budgets and amounts fundraised for each event. FB TRDDA 2026 CALENDAR OF EVENTS 8. DISCUSSION ITEMS 8.A. Bylaws Review Check-In  Term length  Absenteeism  Anything else 8.B. Executive Board Nominations to be voted on in March 8.C. Director evaluation in March 8.D. Amphitheater Use Policy and Rental Agreement 8.E. Board members that haven't renewed their terms  Jason Ballew  Joe Bippus 9. DIRECTOR'S REPORT 9.A. 2.2026 Directors Report 23 10. ADJOURNMENT Page 2 of 23  Three Rivers DDA Board Meeting Minutes City Hall, January 8, 2026 1. CALL TO ORDER: Meeting called to order at 9:17am by DDA Board Chair C. Wolgamood. 2. ROLL CALL: a. In attendance: Charlie Wolgamood, Board Chair; Ashley Sauer, Treasurer; Jason Ballew, Secretary; Daley Broekema, Board Member; Mary Miholer, Board Member; Katelyn Thornton, Board Member. b. Absent: Waneta Truckey, Vice-President; Kyle Sharkey, Board Member; Joe Bippus, Board Member. 3. APPROVAL OF AGENDA Motion to approve agenda made by M. Miholer, seconded by K. Thornton. Motion passes unanimously. 4. APPROVAL OF THE MINUTES Motion to approve minutes made by D. Broekema, seconded by M. Miholer. Motion passes unanimously. 5. APPROVAL OF CONSENT AGENDA Motion to accept consent agenda made by A. Sauer, seconded by J. Ballew. Motion passes unanimously. 6. GENERAL COMMENTS None. 7. ACTION ITEMS 7.A. Correction of December 4, 2025 Consent Agenda, noting that a blank Organization agenda was included in the packet and was not meant to be voted on. Motion to approve made by A. Sauer, seconded by M. Miholer. Motion passes. 7.B. Approve to apply for the MACC FY26 Experience Support Grant, for Facility Improvement & Equipment (up to $30,000) for entertainment lights and audio for the amphitheater. This grant requires a 25% matching funds. Motion to approve made by A. Sauer, seconded by M. Miholer. Motion passes. Page 3 of 23  7.C. Approve board members John “Charlie” Wolgamood and Ashley Sauer to attend and pay for their registration at the Main Street Conference in Tulsa, Oklahoma on April 13-15. Motion to approve made by M. Miholer, seconded by K. Thornton. Motion passes. 7.D. Approve the Chili Cook-Off event to be held on January 24th. Motion to approve made by M. Miholer, seconded by D. Broekema. Motion passes. 7.E. Approve the “Chocolate Walk” on February 14th. Motion to approve made by J. Ballew, seconded by K. Thornton. Motion passes. 8. DISCUSSION ITEMS 8.A. Board Retreat on January 15th. 8.B. Winter Mix & Mingle Monday, January 19th at La Morenita Con Sabor a Mexico. 8.C. Executive Chairs up for re-election and will be voted on in March. 9. DIRECTOR'S REPORT 10. ADJOURNMENT Meeting adjourned at 10:16am. Page 4 of 23  Economic Vitality Committee Minutes December 2, 2025​ ​ 4:00 p.m. ​ HG Real Estate Office – 52 N. Main St. A.​ Call to Order/Roll Call – J. Koski called the meeting to order at 4:06pm a.​ Members present: J. Koski, J. Ballew, A. Metty, D. Broekema B.​ Approval of Agenda - approved by unanimous consent as amended. C.​ Approval of Minutes - approved by unanimous consent as amended. D.​ Unfinished Business: a.​ B-3 Prohibited Storage Ordinance 844 Update - J. Beebe i.​ J. Beebe sent updates to the chair prior to the meeting and it was shared with the committee. b.​ Mix & Mingle networking event - Date: January 12, 2026 - A. Metty i.​ Host: La Morenita Con Sabor a México, 416 W Michigan Ave. c.​ Ideas for additional grants/funding for DDA businesses - J. Ballew i.​ A proposal is being presented to the Board about contracting with a grant writer for funding ideas. d.​ Vacant Downtown (city wide?) Ordinance proposal - J. Ballew i.​ No updates - will follow-up with City Manager & Dir. of Community Development E.​ New Business: a.​ RRC Joint Meeting recap - J. Beebe i.​ The committee all had positive feedback for the joint meeting. b.​ February Meeting date discussion - J. Koski i.​ Some members will not be available to meet in February, so the decision was made to cancel the meeting. c.​ Impact Report - A. Metty i.​ DDA ED has been working on the updated Impact report for 2026. F.​ Grants / Funding a.​ R2 Grant – J. Koski i.​ Need to update the R2 Grant guidelines, now that ARPA funds are expired. - on hold until January ii.​ Remaining balance in R2 Grant is $1627 b.​ Façade Grant Updates – J. Koski i.​ Application - 62 N Main / Golden Finch - Update - A. Metty Page 5 of 23  1.​ Work is complete, agreement has been signed and check has been requested from the City Dir of Finance ii.​ remaining funds in Facade Grant is $15,275 (earmarked funds - approx $725 (Golden Finch)) c.​ Revolving Loan Fund - Restart the committee and loan process - J. Koski​ i.​ The committee will hold a meeting 1Q2026 to update loan guidelines and application for board approval. G.​ Potential Grants Updates – a.​ Potential grant writer coming on board with the DDA Board - b.​ Match on Main hopefully being released in early 2026 ​ H.​ Downtown Concerns/Inventory Updates a.​ 62 N Main available for sale b.​ Roosters has sold, re-opening is unknown c.​ 124 N Main available for sale or lease d.​ 15/17 N Main available for sale or lease I.​ 2025 EV Committee Goals - Goals for 2026? a.​ The committee set goals of things they are going to pursue in 2025. i.​ EV CHarging Station in DDA District ii.​ Website updates iii.​ Better communication of grants and incentives to district businesses and buildings iv.​ update inventory of current available properties for rent/lease or for sale. v.​ Master plan updates for DDA specific tasks​ NEXT MEETINGS: ​ Thursday, January 8, 2025 at 4 p.m. ​ ​ ​ Location: HG Real Estate, 52 N. Main St. Three Rivers Michigan 49093. Page 6 of 23 01/13/2026 09:13 AM BALANCE SHEET FOR CITY OF THREE RIVERS Page: 1/1 User: BSCHOON Period Ending 12/31/2025 DB: Three Rivers Fund 248 DOWNTOWN DEVELOPMENT AUTHORITY GL Number Description Balance *** Assets *** 248-000-001.000 CASH 272,320.38 248-000-001.010 CASH-DDA SQUARE ACCOUNT 27,527.61 248-000-017.000 CASH EQUIVALENT INVESTMENTS 37,868.65 248-000-040.050 ACCOUNTS RECEIVABLE - FEDERAL 73,039.00 248-000-040.070 ACCOUNTS RECEIVABLE-REV LOAN 286.96 248-000-056.000 ACCRUED INTEREST RECEIVABLE 315.15 248-000-084.000 DUE FROM OTHER SOURCES 334.30 Total Assets 411,692.05 *** Liabilities *** 248-000-207.000 NOTES PAYABLE 182,000.00 248-000-214.101 DUE TO GENERAL FUND 159,460.00 248-000-339.000 UNEARNED REVENUES 1,627.88 248-000-339.001 DEFERRED REVENUE 286.96 Total Liabilities 343,374.84 *** Fund Balance *** 248-000-375.090 RESERVE-REVOLVING LOAN 44,064.84 248-000-390.000 Fund Balance 11,834.64 Total Fund Balance 55,899.48 Beginning Fund Balance 55,899.48 Net of Revenues VS Expenditures 12,417.73 Ending Fund Balance 68,317.21 Total Liabilities And Fund Balance 411,692.05 Page 7 of 23 01/13/2026 09:12 AM REVENUE AND EXPENDITURE REPORT FOR CITY OF THREE RIVERS Page: 1/2 User: BSCHOON PERIOD ENDING 12/31/2025 DB: Three Rivers 2025-26 ACTIVITY FOR ORIGINAL 2025-26 YTD BALANCE MONTH ENCUMBERED UNENCUMBERED % BDGT GL NUMBER DESCRIPTION BUDGET AMENDED BUDGET 12/31/2025 12/31/25 YEAR-TO-DATE BALANCE USED Fund 248 - DOWNTOWN DEVELOPMENT AUTHORITY Revenues Dept 000 248-000-403.000 CURRENT PROPERTY TAXES 26,140.00 26,140.00 23,237.58 0.00 0.00 2,902.42 88.90 248-000-403.020 TAX INCREMENT FINANCING-Plan 119,608.00 119,608.00 99,858.51 0.00 0.00 19,749.49 83.49 248-000-412.000 DELINQUENT PERSONAL PROPERTY 0.00 0.00 56.95 0.00 0.00 (56.95) 100.00 248-000-445.000 PENALTIES - TAXES 0.00 0.00 30.13 0.00 0.00 (30.13) 100.00 248-000-502.000-GT036 CDGB FEDERAL GRANT 0.00 0.00 470,050.00 3,850.00 0.00 (470,050.00) 100.00 248-000-540.000-GT021 STATE GRANT FUNDS-MAIN ST VIBRANCY GRANT 0.00 0.00 13,750.00 0.00 0.00 (13,750.00) 100.00 248-000-569.000 STATE GRANTS 0.00 0.00 209.50 0.00 0.00 (209.50) 100.00 248-000-573.000 LOCAL COMMUNITY STABILIZATION SHARE APPR 10,255.00 10,255.00 14,734.24 0.00 0.00 (4,479.24) 143.68 248-000-582.003 CONTRIBUTION FROM PUBLIC AGENC 0.00 0.00 1,000.00 0.00 0.00 (1,000.00) 100.00 248-000-665.000 INTEREST ON INVESTMENTS 1,500.00 1,500.00 6,822.73 60.98 0.00 (5,322.73) 454.85 248-000-669.000 MARKET VALUE ADJ 0.00 0.00 2,669.42 0.00 0.00 (2,669.42) 100.00 248-000-678.000 OTHER REVENUES 0.00 0.00 433.60 0.00 0.00 (433.60) 100.00 248-000-684.050-DDAAM MISC REV - FUNDRAISING -ART ON MAIN 1,250.00 1,250.00 180.00 0.00 0.00 1,070.00 14.40 248-000-684.050-DDACH MISC REV-FUNDRAISING-CHRISTMAS AROUND TO 7,938.00 7,938.00 7,132.85 228.00 0.00 805.15 89.86 248-000-684.050-DDADS MISC REV- FUNDRAISING-DESIGN COMMITTEE 2,000.00 2,000.00 0.00 0.00 0.00 2,000.00 0.00 248-000-684.050-DDAHF MISC REV-FUNDRAISING-HARMONY FEST 18,750.00 18,750.00 8,773.75 0.00 0.00 9,976.25 46.79 248-000-684.050-DDAOT MISC REV- FUNDRAISING-OTHER PROMOTIONS 7,500.00 7,500.00 2,700.00 0.00 0.00 4,800.00 36.00 248-000-684.050-DDASA MISC REV-FUNDRAISING-SASS IN CITY 3,750.00 3,750.00 3,320.05 0.00 0.00 429.95 88.53 Total Dept 000 198,691.00 198,691.00 654,959.31 4,138.98 0.00 (456,268.31) 329.64 TOTAL REVENUES 198,691.00 198,691.00 654,959.31 4,138.98 0.00 (456,268.31) 329.64 Expenditures Dept 272 - GENERAL ADMINISTRATIVE 248-272-702.000 SALARIES/WAGES FULLTIME EMPLO 45,205.00 45,205.00 20,863.68 3,477.28 0.00 24,341.32 46.15 248-272-703.000 SALARIES/WAGES - PART TIME EM 14,997.00 14,997.00 2,798.52 492.09 0.00 12,198.48 18.66 248-272-715.000 FICA - EMPLOYERS SHARE 4,607.00 4,607.00 1,650.74 284.05 0.00 2,956.26 35.83 248-272-716.000 MEDICAL INSURANCE 21,348.00 21,348.00 10,602.00 1,767.00 0.00 10,746.00 49.66 248-272-717.000 LIFE INSURANCE 619.00 619.00 312.00 52.00 0.00 307.00 50.40 248-272-718.000 RETIREMENT 5,158.00 5,158.00 2,568.79 392.39 0.00 2,589.21 49.80 248-272-720.000 WORKERS COMPENSATION 383.00 383.00 0.00 0.00 0.00 383.00 0.00 248-272-725.000 PHYSICAL EXAMINATIONS 100.00 100.00 191.81 0.00 0.00 (91.81) 191.81 248-272-727.000 OFFICE SUPPLIES 700.00 700.00 455.89 70.13 0.00 244.11 65.13 248-272-728.000 POSTAGE 200.00 200.00 147.07 16.13 0.00 52.93 73.54 248-272-729.000 PRINTING 200.00 200.00 159.33 11.25 0.00 40.67 79.67 248-272-740.000 GENERAL SUPPLIES & EQUIPMENT 650.00 650.00 517.53 24.18 0.00 132.47 79.62 248-272-741.000 FUEL - GAS & OIL 0.00 0.00 15.24 0.00 0.00 (15.24) 100.00 248-272-783.400 DESIGN COMMITTEE 6,350.00 6,350.00 2,533.69 0.00 0.00 3,816.31 39.90 248-272-783.500-DDAAM ART ON MAIN 1,000.00 1,000.00 10.06 0.00 0.00 989.94 1.01 248-272-783.500-DDACH PROMOTIONS COMMITTEE-CHRISTMAS AROUND TO 6,000.00 6,000.00 2,697.56 572.56 0.00 3,302.44 44.96 248-272-783.500-DDAHF PROMOTIONS COMMITTEE-HARMONY FEST 15,000.00 15,000.00 8,766.97 0.00 0.00 6,233.03 58.45 248-272-783.500-DDAOT PROMOTIONS COMMITTEE-OTHER 6,000.00 6,000.00 2,039.97 0.00 0.00 3,960.03 34.00 248-272-783.500-DDASA PROMOTIONS COMMITTEE-SASS IN CITY 3,000.00 3,000.00 1,327.61 0.00 0.00 1,672.39 44.25 Page 8 of 23 248-272-783.600 ECONOMIC RESTRUCTURING COMMITTEE 1,000.00 1,000.00 0.00 0.00 0.00 1,000.00 0.00 248-272-783.700 ORGANIZATION COMMITTEE 2,050.00 2,050.00 8.59 0.00 0.00 2,041.41 0.42 248-272-801.000 PROFESSIONAL FEES 300.00 300.00 30.00 0.00 0.00 270.00 10.00 248-272-803.000 DUES AND MEMBERSHIPS 675.00 675.00 294.15 0.00 0.00 380.85 43.58 248-272-804.000 CONTRACTUAL SERVICES 1,600.00 1,600.00 1,363.59 0.00 0.00 236.41 85.22 248-272-805.000 TRAINING AND TUITION 2,100.00 2,100.00 275.00 0.00 0.00 1,825.00 13.10 01/13/2026 09:12 AM REVENUE AND EXPENDITURE REPORT FOR CITY OF THREE RIVERS Page: 2/2 User: BSCHOON PERIOD ENDING 12/31/2025 DB: Three Rivers 2025-26 ACTIVITY FOR ORIGINAL 2025-26 YTD BALANCE MONTH ENCUMBERED UNENCUMBERED % BDGT GL NUMBER DESCRIPTION BUDGET AMENDED BUDGET 12/31/2025 12/31/25 YEAR-TO-DATE BALANCE USED Fund 248 - DOWNTOWN DEVELOPMENT AUTHORITY Expenditures 248-272-853.000 TELEPHONE/INTERNET 660.00 660.00 187.48 37.51 0.00 472.52 28.41 248-272-868.000 LODGING 3,000.00 3,000.00 396.39 0.00 0.00 2,603.61 13.21 248-272-870.000 TRAVEL EXPENSE 900.00 900.00 395.33 0.00 0.00 504.67 43.93 248-272-901.000 ADVERTISING 2,000.00 2,000.00 0.00 0.00 0.00 2,000.00 0.00 248-272-921.000 ELECTRIC 500.00 500.00 252.19 52.96 0.00 247.81 50.44 248-272-921.001 ELECTRIC - AMPHITHEATER 0.00 0.00 208.62 66.59 0.00 (208.62) 100.00 248-272-940.000 LEASE OF PROPERTY/BUILDINGS 6,000.00 6,000.00 2,850.00 0.00 0.00 3,150.00 47.50 248-272-963.000 CENTRAL SERVICES OVERHEAD 5,000.00 5,000.00 2,502.00 417.00 0.00 2,498.00 50.04 248-272-964.000 REFUNDS AND REBATES 1,628.00 1,628.00 0.00 0.00 0.00 1,628.00 0.00 248-272-964.000-DDALF DDA LOCAL FACADE PROGRAM 20,000.00 20,000.00 4,728.50 728.50 0.00 15,271.50 23.64 248-272-971.000-DDADG DDA DOG PARK 0.00 0.00 289.77 0.00 0.00 (289.77) 100.00 248-272-971.000-GT036 CDGB GRANT CAPITAL OUTLAY 0.00 591,590.00 571,101.51 29,834.76 57,306.00 (36,817.51) 106.22 Total Dept 272 - GENERAL ADMINISTRATIVE 178,930.00 770,520.00 642,541.58 38,296.38 57,306.00 70,672.42 90.83 TOTAL EXPENDITURES 178,930.00 770,520.00 642,541.58 38,296.38 57,306.00 70,672.42 90.83 Fund 248 - DOWNTOWN DEVELOPMENT AUTHORITY: TOTAL REVENUES 198,691.00 198,691.00 654,959.31 4,138.98 0.00 (456,268.31) 329.64 TOTAL EXPENDITURES 178,930.00 770,520.00 642,541.58 38,296.38 57,306.00 70,672.42 90.83 NET OF REVENUES & EXPENDITURES 19,761.00 (571,829.00) 12,417.73 (34,157.40) (57,306.00) (526,940.73) 7.85 Page 9 of 23 Execution Copy CASE - 440510 MICHIGAN ECONOMIC DEVELOPMENT CORPORATION MAIN STREET VIBRANCY GRANT AGREEMENT THIS GRANT AGREEMENT (this “Agreement”), effective as of June 27, 2025 (the “Effective Date”), is between the Michigan Economic Development Corporation (the “MEDC"), whose address is 300 North Washington Square, Lansing, Michigan 48913, and Three Rivers Downtown Development Authority, a Michigan Downtown Development Authority (the ”Grantee"), whose address and principal office is 57 North Main Street Three Rivers, Michigan 49093, As used in this Agreement, the MEDC and the Grantee are, individually, a “Party" and, collectively, the ”Parties". RECITALS A. The MEDC Main Street Vibrancy Grant Program (“MSVG Program”) provides MEDC funding to Select or Master Level Michigan Main Street Communities across the State to support innovative placemaking projects. B. The Grantee submitted an application to the MEDC, dated April25, 2025, for funds under the MSVG Program for an award to support the Eligible Expenses for the Project ("Application"). 0. The MEDC agrees to award the Grantee a grant in the amount of up to Thirteen Thousand Seven Hundred Fifty and 00/100 Dollars ($13,750.00) to be disbursed under the terms of this Agreement (the “Grant”). in consideration of the recitals and promises in this Agreement, the Parties agree: ARTICLE | DEFINlTlONS Section 1.1 Defined Terms. Except as otherwise defined in this Agreement, all capitalized terms in this Agreement shall have the respective meanings set forth on Exhibit A, which contains the defined terms for this Agreement. Section 1.2 Construction of Certain Terms. Unless the context of this Agreement othenNise requires: (i) words of any gender include each other gender; and (ii)words using the singular or plural number also include the plural or singular number. ARTICLE II GRANT Section 2.1 Grant Commitment. Subject to the terms and conditions cfthis Agreement, and in reliance upon the representations and covenants of the Grantee set forth in this Agreement, the MEDC agrees to make, and the Grantee agrees to accept, the Grant. Section 2.2 MEDC Grant Manager. The Grantee must communicate with the MEDC representative named below (the “Grant Manager”), or his or her designee, regarding this Agreement, The Grant Manager may be changed at any time at the discretion of the MEDC, and the MEDC shall give Grantee notice of any change to the designated Grant Manager. Leigh Young Page 10 of 23  Michigan Economic Development Corporation 300 North Washington Square Lansing, Michigan 48918 Youn L11 michi an.or Section 2.3 Grant Disbursement. Subject to the terms and conditions of this Agreement, including the absence of a Default or Event of Default, payment of up to the full amount of the Grant shall be made to the Grantee in one disbursement, as soon as institutionally possible for the MEDC, following full execution of this Agreement and after completing registration to receive payments by EFT at the State integrated Governmental Management Applications (SIGMA) Vendor Self Service (VSS) website, to the satisfaction ofthe Grant Manager. Section 2.4 Grantee Duties. In addition to all other obligations under this Agreement, the Grantee agrees to undertake, perform, and complete all the following services: (a) By no later than June 27, 2026, the Grantee shall complete the Project to the satisfaction of the Grant Manager; (b) The Grantee shall apply all Grant funds only towards payment of Eligible Expenses and in accordance with the Budget, depicted in Exhibit B; (c) The Grantee shall use its own non-Grant funds to match at least 15% of all Grant funds expended to pay for Eligible Expenses; (d) At the request of the Grant Manager at any time during the Term, the Grantee shall provide to the Grant Manager an interim Expenditure Report, in the form depicted in Exhibit C, for all Eligible Expenses incurred as of the date the request for such interim Expenditure Report was made; and (e) Within thirty (30) days after completion of the Project, but in any event no later than July 27, 2026, the Grantee shall provide all of the following to the Grant Manager: (i) A series of photos showing the completed Project, to the satisfaction of the Grant Manager; (ii) A complete Expenditure Report for all Eligible Expenses incurred on the Project in the form depicted in Exhibit C; and (iii) Any other information related to this Agreement requested by the Grant Manager. ARTICLE III REPRESENTATIONS AND COVENANTS OF THE GRANTEE The Grantee represents and warrants to the MEDC: Section 3.1 Organization. The Grantee is duly organized and has the power and authority to enter into and perform its obligations under this Agreement. Section 3.2 Grantee Authority. The execution, delivery and performance by the Grantee of this Agreement has been duly authorized and approved by all necessary and proper action on the part of the Grantee and willnot violate any provision of law, or result in the breach, be a default of, or require 2 Page 11 of 23 any further consent under any of the Grantee‘s organizational and governing documents; or any agreement or instrument to which the Grantee is a party, or by which the Grantee or its property may be bound or affected. This Agreement is valid, binding, and enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization or other laws or principles of equity affecting the enforcement of creditors’ rights generally or by general principles of equity. Section 3.3 Consent, Except as has been disclosed in writing to the MEDC, no consent or approval is necessary from any governmental or other entity, except the MEDC, as a condition to the execution and delivery of this Agreement by the Grantee or the performance of any of its obligations under this Agreement. Section 3.4 Full Disclosure. None of this Agreement, the Application, or any written statements, Expenditure Reports, or other reports furnished or to be furnished by the Grantee to the MEDC in connection with the Grant or this Agreement contain, or shall contain, any untrue statement of material fact, or to the best of the Grantee’s knowledge, omit or shall omit any material fact necessary to make the statements true. There are no undisclosed facts, which materially adversely affect or, to the best of the Grantee’s knowledge, are reasonably likely to materially adversely affect the properties, business, or condition (financial or othenNise) of the Grantee or the ability of the Grantee to pen‘orm its obligations under this Agreement. Section 3.5 Compliance with Laws. To its knowledge, the Grantee is not and willnot during the Term be in material violation of any laws, ordinances, regulations, rules, orders, judgments, decrees or other requirements imposed by any governmental authority to which it is subject. Section 3.8 Conflict of interest. Except as has been disclosed to the MEDC, Grantee affirms that neither the Grantee, nor any of its officers, directors, employees, or affiliates have, shall have, or shall acquire any contractual, financial, business or other interest, direct or indirect, that would conflict in any manner with Grantee’s performance of its obligations under this Agreement or othenrvise create the appearance of impropriety with respect to this Agreement. Grantee further affirms that neither Grantee nor any of its officers, directors, employees, or affiliates have accepted, shall accept, have offered, or shall offer, anything of value to in?uence the MEDC, its Corporate Board, Executive Committee and their respective directors, participants, officers, agents and employees. Grantee shall not attempt to influence any MEDC employee by the direct or indirect offer of anything of value. Grantee also affirms that neither Grantee, nor its affiliates or their employees has paid or agreed to pay any person, other than bona fide employees and consultants working solely for Grantee or its affiliate, any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon or resulting from the execution of this Agreement. In the event of a change in either the interests or services under this Agreement, Grantee will inform the MEDC regarding possible conflicts of interest which may arise because of such change. Grantee agrees that conflicts of interest shall be resolved to the MEDC’s satisfaction or the MEDC may terminate this Agreement. As used in this Paragraph, "conflict of interest” shall include, but not be limited to, conflicts of interest that are defined under the laws of the State of Michigan. Section 3.9. Performance of Duties. Grantee shall perform all duties and obligations outlined Section 2.4 of this Agreement. Section 3.10. Other Grantee Covenants. Page 12 of 23  (a) Reporting. In addition to the Expenditure Reports, and any other reporting required of the Grantee under any other agreement with the MEDC or the Michigan Strategic Fund, the Grantee shall provide such other reports and information reasonably requested by Grant Manager from time to time. (b) Indemnification and Insurance. To the extent permitted by law, the Grantee shall indemnify, defend and hold harmless the MEDC, its Corporate Board, Executive Committee, and their respective directors, participants, officers, agents and employees ("Indemnified Persons”) from any damages that it may sustain by any acts or omissions of Grantee pertaining to this Agreement. The Grantee shall maintain such insurance to protect the Indemnified Persons from claims that might arise out of, or as a result of, Grantee‘s operations, or its acts or omissions arising under this Agreement; however, Grantee’s indemnification obligations under this Agreement shall not be limited to the limits of liabilityimposed under the Grantee’s insurance policies. The Grantee willprovide and maintain its own general liability, property damage and workers’ compensation insurance. This Section shall survive indefinitely. (c) Access to Records. During the Term, and for seven (7) years thereafter, the Grantee shall maintain reasonable records arising out of this Agreement and shall allow access to those records by the MEDC, or its authorized representative. This Section shall survive for seven (7) years following the end of the Term. Section 3.11 Unused Funds. Any Grant funds in the possession or control of the Grantee that are not fully expended on an Eligible Expense by the earlier of (i) termination of this Agreement by the MEDC due to an Event of Default, or (ii) June 27, 2026, must be then immediately thereafter remitted back to the MEDC. This Section shall survive the end ofthe Term indefinitely. ARTICLE IV REPRESENTATIONS AND COVENANTS OF THE MEDC The MEDC represents and warrants to the Grantee: Section 4.1 Organization. The MEDC is a public body corporate and has the power and authority to enter Into and perform its obligations under this Agreement. Section 4.2 Consent. Except as disclosed in writing to the Grantee, or provided by law, no consent or approval is necessary from any governmental authority as a condition to the execution and delivery of this Agreement by the MEDC or the performance of any of its obligations under this Agreement. ARTICLE V DEFAULT, SUSPENSION AND TERMINATION, AND REPAYMENT PROVISIONS Section 5.1 Default, Suspension and Termination. Notwithstanding anything to the contrary, the MEDC‘s obligation to disburse any portion of the Grant shall automatically be suspended upon the occurrence of a Default or Event of Default (described below) and this Agreement may be terminated, at the option of the MEDC, upon the occurrence, and during the continuance, of any one or more of the following events or conditions (each an “Event of Default"), unless a written waiver is provided by the MEDC: Page 13 of 23  (a) any representation made by the Grantee in connection with the Grant or this Agreement was incorrect at the time that such representation was made in any material respect, including without limitation, any information provided in the Application, an Expenditure Report, or the representations and covenants set forth in Article Ill; (b) any material failure by the Grantee to comply with any of the terms, covenants and conditions on its part to be performed underthis Agreement, including without limitation,failing to comply with any of the terms, covenants or conditions under Article III, which, if considered curable by the MEDC, is not cured by the Grantee to the satisfaction of the MEDC within the Cure Period; (0) the Grantee is in default, violation, breach, or non—compliance, of any kind or nature under any agreement or requirement, including submission of reports, with the MEDC, or for any department or agency within the State, federal, local or any governmental agency, including without limitation, the Department of Licensing and Regulatory Affairs, the Department of Labor and Economic Opportunity, or the Michigan Strategic Fund, which, ifconsidered curable by the MEDC, is not cured by the Grantee to the satisfaction of the MEDC within the Cure Period; (d) or any voluntary bankruptcy or insolvency proceedings are commenced by, or against, the Grantee, with any such proceedings against the Grantee not being set aside within sixty (60) calendar days from the date commenced. Section 5.2 Repayment. if this Agreement is terminated by the MEDC as a result of any Event of a Default, the Grantee shall, upon written notice by the MEDC, immediately repay, at the election of the MEDC, either an amount equal to: (i) the portion of the Grant that has not yet been used to pay for an Eligible Expense under this Agreement, or (ii)the full amount of the Grant disbursed to the Grantee to date. Section 5.3 Available Remedies. The suspension or termination of payments to the Grantee, or the termination of this Agreement, orthe repayment of the Grant, are not intended to be the sole and exclusive remedies available to the MEDC, and each remedy shall be cumulative and in addition to every other provision or remedy given herein or now or hereafter existing at law, in equity, by statute or othenNise. The Grantee shall also pay all costs and expenses, including, without limitation, reasonable attorney’s fees and expenses incurred by the MEDC in collecting any sums due the MEDC from the Grantee under this Agreement, in enforcing any of its rights against the Grantee under this Agreement, or in exercising any remedies against the Grantee available to the MEDC. ARTICLE VI MISCELLANEOUS Section 6.1 Notice. Any notice or other communication under this Agreement shall be in writing and emailed, or faxed, or mailed by first class mail, postage prepaid, or sent by express, overnight courier to the respective Party at the address listed at the beginning of this Agreement or such other last known addresses or e-mail accounts, and shall be deemed delivered one business day after the delivery or mailing date. Section 6.2 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. Any Party may execute and transmit this Agreement by digital or electronic signature, and the Parties agree that such digital or electronic signatures shall be valid and binding to the same extent as an original signature. Page 14 of 23  Section 6.3 Severability. Allclauses of this Agreement are distinct and severable and, if any clause shall be deemed illegal, void or unenforceable, it shall not affect the validity, legality or enforceability of any other clause or provision of this Agreement. To the extent possible, the illegal, void or unenforceable provision shall be revised to the extent required to render the Agreement enforceable and valid, and to the fullest extent possible, the rights and responsibilities of the Parties shall be interpreted and enforced to preserve the Agreement and the intent of the Parties. Provided, if application of this section should materially and adversely alter or affect a Party’s rights or obligations under this Agreement, the Parties agree to negotiate in good faith to develop a structure that is as nearly the same structure as the original Agreement (as may be amended from time to time) without regard to such invalidity, illegality or unenforceability. Section 6.4 Captions. The captions or headings in Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 6.5 Governing Law. This Agreement is a contract made under the laws ofthe State, and for all purposes shall be governed by, and construed in accordance with, the laws of the State. Section 6.6 Relationship between Parties. The Grantee and its officers, agents and employees shall not describe or represent themselves as agents of the State, the MEDC, the MSF, or any individual person, firm or entity for any purpose. Section 6.7 Successors and Assigns. The MEDC may at any time assign its rights in this Agreement. The Grantee may not assign its rights or obligations under this Agreement without the prior written consent of the MEDC. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Section 6.8 Waiver. A failure or delay in exercising any right under this Agreement will not be presumed to operate as a waiver unless otherwise stated in this Agreement, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Section 6.9 Termination of Agreement. Except as to this Article VI and the Exhibit A definitions, which shall survive indefinitely, and except as to other terms and conditions which shall survive as provided in this Agreement, this Agreement shall terminate at the end of the Term. Provided however, any claims for repayment hereunder which arise out event that occurred during the Term, shall be brought within three (3) years after the end of the Term, and all available remedies thereon shall survive until all amounts due the MEDC are paid in full. Provided further, and notwithstanding anything to the contrary, in the event that the State Legislature or the State government fails to provide or terminates the funding necessary for the MEDC to fund the Grant, the MEDC may terminate this Agreement by providing notice to the Grantee not less than thirty (30) calendar days before the date of cancellation provided, however, that in the event the action of the State Legislature or State government results in an immediate absence or termination of funding, this Agreement may be terminated effective immediately upon delivery of written notice to the Grantee. In the event of termination of funding, the MEDC has no further obligation to make any Grant Disbursement to Grantee for any reason beyond the date of termination of this Agreement. Section 6.10 Amendment. This Agreement may not be modified or amended except pursuant to a written instrument signed by the Grantee and the MEDC. Section 6.11 Publicity. At the request and expense of the MEDC the Grantee willcooperate with the MEDC to promote the MEDC through one or more of the placement ofa sign, plaque, media 6 Page 15 of 23 coverage or other public presentation at location of the Project, or other locations, acceptable to the Parties. Section 6.12 Site Visit. At the request and expense of the MEDC, the Grantee willcooperate with the MEDC to permit the Grant Manager or such other MEDC representative to visit the location of the Project and/or view the results of the Eligible Expenses. The Parties have executed this Agreement effective on the Effective Date. THREE RIVERS DOWNTOWN DEVELOPMENT AUTHORITY Angela etty Executive Director MICHIGAN ECONOMIC DEVELOPMENT CORPORATION Linda Asciutto Chief General Counsel Page 16 of 23  EXHIBIT A DEFINED TERMS (a) “Agreement” has the meaning set forth in the preamble, including the Exhibits to this Agreement. (b) “Application” has the meaning set forth in Recital B. (0) “Budget" the amounts and each’s corresponding Eligible Expenses depicted in Exhibit (d) “Cure Period” means within thirty (30) calendar days after written notice by the MEDC, or within such longer period as determined in writing and at the sole discretion ofthe MEDC. (e) “Default” means an event which, with the giving of notice or passage of time or both, would constitute an Event of Default. (e) "Effective Date" has the meaning set forth in the preamble. (f) “Eligible Expenses" means the items, goods, and services for the Project listed in Exhibit B incurred on or after the Effective Date. (g) “Event of Default" means any one or more of those events described in Section 5.1. (h) “Exhibit" means each of the documents or instruments attached to this Agreement. (i) “Expenditure Report” means a spreadsheet containing an accounting of all Eligible Expenses spent forthe Project in the form provided in Exhibit C, which shall include the date the Eligible Expense was incurred, the vendor to which the Eligible Expenses was incurred, the item or service provided by the aforementioned vendor, the total amount of the Eligible Expense, and a breakdown of what how much of each Eligible Expense was paid with Grant funds or with Grantee matching funds (non-Grant funds) pursuant to Section 2.4(c). (j) “Grant” has the meaning set forth in Recital C. (k) “Grantee" has the meaning set forth in the preamble. (l) “Grant Manager" has the meaning set forth in Section 2.2. (m) “Indemnified Persons” has the meaning set forth in Section 3.10(b). (n) “MEDC” has the meaning set forth in the preamble. (o) “MSF” means the Michigan Strategic Fund, a public body corporate and politic within the Department of Labor and Economic Opportunity of the State. (p) "MSVG Program" has the meaning set forth in Recital A. (q) “Party" or “Parties” has the meaning set forth in the preamble. (r) “Project" means the creation of a Downtown Historic Walking Tour with installation of wayfinding and interpretative signage, self—guided tour brochures, online ArcGlS Story map, Exhibit A, page 1 of2 Page 17 of 23 reconnaissance level survey of historic assets in the downtown and the creation of a comprehensive digital database of historic buildings. (s) “State" means the State of Michigan. (t) "Term of the Grant” or “Term” means from the Effective Date and, unless earlier terminated as provided by this Agreement, through July 27, 2026. Exhibit A, page 2 01'2 Page 18 of 23 Page 19 of 23  EXHIBIT C EXPENDITURE REPORT Amount of Da t e O f Total ““9“.“ Ellglble °f Eligible Item/Service Eligible Expense Paid Eligible Vendor Name purchased Expense Expense . . . WIth Grantee Expense Paid With Amount (non-Grant) Grant funds funds ADD ADDITIONAL ROWS IF NEEDED Exhibit C, page 1 Page 20 of 23 Page 21 of 23 Page 22 of 23  Director’s Report February 5, 2026 Submitted by Angela Metty Upcoming Events We’re actively preparing for our upcoming events the rescheduled Chili Cook-off this Saturday and the Chocolate and Wine Walk Fe. 14th, both are ticketed fundraisers. Please share the Facebook event on your personal and business social media pages. Fundraising The Organization Committee has nearly completed a fundraising brochure for distribution to prospective sponsors in support of upcoming event programs including the amphitheater for the next fiscal year. Board members are encouraged to identify and contact potential sponsors within their networks who may be interested in supporting an event. Grant Update I submitted the MACC grant application on January 22nd. The MACC council meets in February to award funding and if awarded funding can begin on March 1st. Match On Main – I’m still waiting on the official guidelines and worksheets to outreach with prospective businesses. Website DDA assistant Abby David has continually been working on updating the website to reflect events, businesses, and forms. Revolving Loan Fund The EV Committee is planning on holding a sub-committee meeting in March (TBD) to re-establish the Rural Business Enterprise Grant (RBEG), Revolving Loan Grant that offers a small, low interest loan to well qualified business owners. Professional Development I will be attending MEDC/MMS workshop on Feb 26th in Lansing as part of ongoing professional development and Main Street Training. Current Focus My focus continues to be event preparation, strategic planning readiness, budget drafts and staying connected with upcoming businesses for upcoming opportunities. Newsworthy New Business “Pick It Quick”, to be opening soon at 40 N. Main. Ribbon cutting ceremony with the Chamber today at Farrand Hall 10am and then to JWS Auto Repair Page 23 of 23