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BROWNFIELD PLAN

REDEVELOPMENT AND PURCHASE AGREEMENT

This Brownfield Plan Redevelopment and Purchase Agreement (the


“Agreement”) is entered into between 400 ROSE, LLC a Michigan domestic limited
liability company, having an address at 750 Trade Centre Way, Suite 100, Portage,
Michigan 49002 (“400 Rose)”, PARK@CEDAR II, LLC, a Michigan domestic limited
liability company, having an address at 4200 W. Centre Avenue, Portage, Michigan
49024 (“Park@Cedar”, and together with 400 Rose, the “Developer”), THE CITY OF
KALAMAZOO BROWNFIELD REDEVELOPMENT AUTHORITY, a Michigan public
corporate body, whose address is 241 West South Street, Kalamazoo, Michigan 49007,
(“BRA”), THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF
KALAMAZOO, a public corporation, having an address of 141 E. Michigan Avenue,
Suite 501 Kalamazoo, MI 49007 (“DDA”), THE CITY OF KALAMAZOO BUILDNG
AUTHORITY a public corporation having an address of 241 West South Street,
Kalamazoo, Michigan 49007 (“Authority”) and THE CITY OF KALAMAZOO, a
Michigan a municipal corporation, having an address of 241 West South Street,
Kalamazoo, Michigan 49007 (“City”). BRA, Authority and City are sometimes jointly
referred to in this Agreement as the “Seller”. City, BRA, DDA and Authority are
sometimes collectively referred to as the “City Entities”.

RECITALS:

A. BRA and the City have determined that brownfield redevelopment


constitutes the performance of an essential public purpose.

B. The BRA owns property commonly known as 215 West Lovell Street,
Kalamazoo, MI 49007 and 418 S. Rose Street, Kalamazoo, MI 49007 (“BRA Parcels”).
The Authority owns the property commonly known as 424 S. Rose Street, Kalamazoo,
MI 49007 (the “City Parcel”). The City Parcel and BRA Parcels are collectively the
“Property”. It is anticipated that the redevelopment of Property will promote the
revitalization of an environmentally distressed area within the City.

C. BRA and the City believe that the sale of the Property to Developer and
the Developer’s subsequent completion of the Project (as defined below) will enhance
the City’s downtown area.

D. The City established the BRA and has adopted a Brownfield Plan; the
current version is the Second Amendment to Revised Brownfield Plan (“Revised Plan”),
pursuant to the provisions of PA, 1996, Act 381, being MCL 125.2651, et seq., (“Act
381”). The BRA and the City have designated certain properties, with conditions of
environmental contamination, blight or functional obsolescence, as appropriate sites for
redevelopment and inclusion into the Revised Plan. Accordingly, the City has
determined that the Property qualifies as “Eligible Property” under the terms of Act 381
and has included the Property within the Revised Plan, identified as Chapter 48. Act
381 permits the use of the real and personal property tax revenues generated from the

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increase in the assessed value of property within the Revised Plan following
redevelopment of that property (the “BRA Tax Increment Revenues”) to pay or
reimburse certain eligible costs of conducting Eligible Activities (as defined in the
Revised Plan) (those reimbursable costs are identified as “Act 381 Eligible Costs”).
BRA desires to assist the Developer in implementing the Project by reimbursing
Developer for a portion of its Act 381 Eligible Costs incurred in completing the Project
from the BRA Tax Increment Revenues generated by the Project.

E. The DDA was created by the City pursuant to the Downtown Development
Authority Act, Act 197 of the Public Acts of Michigan of 1975, as amended (“Act 197”).
Act 197 permits the use of the real and personal property tax revenues generated from
the increase in the assessed value of property within the DDA’s district following
redevelopment of that property (the “DDA Tax Increment Revenues”) to pay or
reimburse certain costs of constructing, installing, operating and maintaining
improvements that will be either a direct or indirect benefit to the Property, the costs for
which are eligible for payment or reimbursement under Act 197 (“Act 197 Eligible
Costs”). The DDA, pursuant to its purposes of facilitating and promoting economic
development and rehabilitation in the downtown area, desires to assist the Developer in
implementing the Project by reimbursing the Developer for a portion of its Act 197
Eligible Costs incurred in completing the Project from the DDA Tax Increment Revenues
generated by the Project and which DDA is eligible to receive under the Development
Plan and TIF Plan for the DDA district.

F. In order to simplify the process of reimbursement to Developer of its Act


381 Eligible Costs and Act 197 Eligible Costs (collectively, the “Eligible Costs”) out of
the BRA Tax Increment Revenues and DDA Tax Increment Revenues (collectively, the
“Tax Increment Revenues” or “TIR”), DDA desires to assign any of the DDA Tax
Increment Revenues on the Property that the City collects on behalf of DDA to BRA in
order to coordinate the reimbursement to Developer its Eligible Costs under the terms
and conditions of this Agreement. The City or BRA will annually provide DDA with the
breakdown between DDA Tax Increment Revenues and BRA Tax Increment Revenues
that were applied towards those Eligible Costs.

G. Following the purchase of the Property, Developer intends to redevelop


and improve the Property by constructing a four-story building consisting of
approximately 160,000 square feet on the Property, including certain site improvements,
for a mixed-use project with commercial and residential uses (“Project”). The capital
investment for the Property and Project is estimated at $24,200,000 and will upon
completion result in the creation of approximately five (5) full time equivalent (FTE) jobs.

H. The Project will require Developer to incur Eligible Costs including


demolition, site preparation, infrastructure improvements or environmental activities to
satisfy Due Care obligations under the Revised Plan, all of which may require the
services of various contractors, engineers, environmental consultants, attorneys and
other professionals. The Eligible Costs are estimated at $3,685,017.

I. Developer and the City Entities are entering into this Agreement to

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memorialize multiple objectives related to the Project, including:
(i) To effectuate and define the terms and conditions of the sale of the Property
to Developer from Seller;
(ii) To set forth BRA’s commitments to the Project and to establish the use of the
BRA Tax Increment Revenues to reimburse Developer for Developer’s Act 381 Eligible
Costs;
(iii) To set forth DDA’s commitments to the Project and to establish the use of the
DDA Tax Increment Revenues to reimburse Developer for Developer’s Act 197 Eligible
Costs;
(iv) To set forth the interlocal agreement between DDA and BRA assigning
DDA’s rights to the DDA Tax Increment Revenue and its obligations to reimburse
Developer for Developer’s Act 197 Costs to BRA;
(v) To set forth the Developer’s commitments to the City relative to the Project,
including the Project’s workforce housing component (as discussed below); and
(vi) To set forth the City Entities’ commitments to the Developer relative to the
Project, including an agreement by the City Entities to terminate, relinquish and release
any and all right, title and interest any of those parties may hold in the Property,
including without limitation any purchase options, rights of first refusal, leasehold rights
or other agreements, written or unwritten, related to the use or possession of the
Property as city parking lots or otherwise (collectively, the “Property Agreements”).

NOW, THEREFORE, the parties agree as follows:

ARTICLE 1 – SALE OF THE PROPERTY

1.1. RECITALS: The above recitals are acknowledged as true and correct, and are
incorporated by reference into this paragraph.

1.2. DESCRIPTION OF THE PROPERTY: The Property is located at 418, 424 Rose
Street and 215 W. Lovell in the City and County of Kalamazoo, State of Michigan, and is
more fully described on Exhibit A attached and incorporated as part of this Agreement.
For the purposes of this Agreement, the Property shall include, if applicable, all
improvements, fixtures, easements, division rights, hereditaments, and appurtenances
associated with the real estate described on Exhibit A.

1.3. CONSIDERATION: Developer will purchase the Property (approximately 2.165


acres) from Seller for a total of one-million one hundred thousand and 00/100 dollars
($1,100,000.00) (“Purchase Price”) and other good and valuable consideration as set
forth in this Agreement. Upon fulfillment of the terms and conditions of this Agreement,
Seller will convey the Property by covenant deed to Developer simultaneously upon
receipt of the Purchase Price.

1.4. TITLE INSURANCE: At its expense, Seller will provide to Developer a title
commitment for the Property issued by Sun Title Agency, LLC (“Title Commitment”) for
an owner's title insurance policy insuring Developer in the amount of the Purchase
Price, with the standard printed exceptions and in the latest form approved by the
American Land Title Association. In exercising reasonable discretion, Developer must

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be satisfied with the exceptions and the requirements set forth in the Title Commitment.
Seller shall provide any surveys, affidavits and certificates required by Sun Title if
Developer elects to have the title policy without exceptions or with additional
endorsements. Developer is responsible for paying the added premium charged for a
policy without exceptions and any such additional endorsements.

1.5. SURVEY: Seller will provide Developer with any topographical and boundary
surveys of the Property that it may have. However, Developer has, at its expense, the
option of obtaining its own survey of the Property. All surveys regarding the Property are
individually and collectively referred to as a “Survey”.

1.6. DEFECTS: Developer shall notify BRA and City within thirty (30) days after
Developer's receipt of the last dated version of the Title Commitment, legible copies of
all documents listed in the Title Commitment as exceptions, and any Survey, if there are
any unacceptable issues (“Defects”) regarding the Property for which a Seller is
responsible. Such Defects may include: (i) the Title Commitment discloses an exception
that may interfere with Developer’s proposed use and development of the Property for
the Project; or (ii) the Survey shows any deviation from apparent boundaries, an
encroachment, or another condition that in Developer's reasonable judgment, could
interfere with Developer's inclusion of the Property as part of the Project. Seller shall
remove each Defect at its expense by the closing date. In addition, Seller shall satisfy
the requirements set forth in the Title Commitment by the closing date. If Seller fails or
refuses to remove any Defect, then Developer may: (i) proceed to closing, waiving the
Defect at issue; or (ii) terminate this Agreement by a written notice to Seller, in which
case neither Seller nor Developer shall have any further liability to the other under this
Agreement.

At the closing, Seller shall, at Seller’s expense, deliver to Developer a standard


form of Owner's affidavit executed by Seller, sufficient to remove exceptions from
Developer’s title policy that can be removed with an Owner’s affidavit, and the policy of
title insurance (with all required endorsements) for which the Title Commitment was
issued. Any additional costs for a mortgage policy and a policy without survey
exceptions are Developer's responsibility.

Seller agrees not to take any action between the time of execution of this
Agreement and the closing that will cause any lien or encumbrance to the Property.

1.7. INSPECTION: Developer and its agents, consultants, and designees


(“Developer's Agents”) may from time to time inspect the Property prior to the closing,
and may enter the Property to perform the inspections referenced in this Agreement.
Upon execution of this Agreement by all parties, Seller shall provide to Developer, or
make available for review by Developer or Developer's agents, copies of the following
documents to the extent that they are in Seller's possession or control (“Seller
Documents”): (i) all wetlands, and fill permits, zoning variances and approvals, and
environmental reports with respect to the Property; (ii) any prior title commitments or
surveys of the Property; (iii) any environmental reports or assessments undertaken by
Seller in anticipation of entering into this Agreement; (iv) any notices with respect to the

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Property received from a governmental agency within the five-year period preceding the
date of this Agreement; and (v) all leases, licenses, maintenance and other contracts
affecting the Property.

1.8. SELLER’S REPRESENTATIONS AND WARRANTIES: Seller, to the best of its


knowledge, represents and warrants to Developer, as of the date of this Agreement and
until the closing date, as follows:

A. There are no pending or threatened condemnation proceedings against


any part of the Property;

B. There are no claims, litigation, proceedings, inquiries, investigations, or


disputes pending or threatened regarding the Property;

C. The Property is free and clear of all violations of applicable federal, state
and local laws, ordinances, orders, codes, rules, regulations, building and use
restrictions, and other legal requirements (collectively, “Applicable Laws”);

D. The persons signing this Agreement on behalf of Seller have full power
and authority to enter into this Agreement, and to perform, or through
performance by City employees who assist Seller, all of Seller's obligations under
this Agreement;

E. There are no Contracts, written or oral, which affect the Property in any
manner other than this Agreement, except for the Property Agreements to be
effectively terminated at closing; and

F. There is no pending or proposed special assessment affecting or which


may affect any part of the Property.

Without waiving any rights under governmental immunity, Seller shall hold
Developer harmless from and against any loss, including, without limitation, reasonable
attorney fees, incurred by reason of Seller’s breach of any of the above representations
and warranties.

1.9. CONTINGENCIES: The obligation of Developer to close the purchase of the


Property is contingent upon its reasonable satisfaction of the following:

A. The results of its investigation that the Property complies with Applicable
Laws.

B. The results of all inspections of the Property that Developer had


performed (e.g., environmental inspections, soil tests, etc.).

C. All representations and warranties of Seller set forth in this Agreement


remain true as of the closing date.

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D. Seller and each of the City Entities have timely performed and complied
with all of their respective covenants, obligations, and responsibilities under this
Agreement.

E. Its review of Seller Documents and the condition, permitted use and
development prospects for the Property.

F. Developer shall have obtained all necessary governmental and quasi-


governmental approvals needed to develop the Property and permit the use of
the Property for the Project, including, for example and not limitation, a special
use permit, site plan approvals, zoning variances and/or rezoning, building
permits, and any and all other permits, consents and final approvals and
authorizations necessary to develop, construct and utilize the Property for the
Project.

G. The approval by Michigan Economic Development Corporation and other


state agencies of financial incentives needed by Developer for the Project,
including without limitation the approval of a loan under the Community
Revitalization Program and the Act 381 Work Plan approved by the BRA.

H. BRA shall amend the Revised Plan (Chapter 48) to reflect any substantive
changes based on the approved Act 381 Work Plan.

I. The Seller and City entities shall have relinquished all right, title and
interest in the Property, including but not limited to any rights under Property
Agreements and shall have delivered documentation evidencing the same that is
reasonably satisfactory to Developer.

J. Developer shall have received the NEZ Approval (as defined below) for
the Project.

K. There shall have been in the period between the date of this Agreement
and the date of closing no material adverse change in the condition of the
Property, Developer’s incentives or financing sources for the Project, or
Developer’s construction costs or budgets for the Project that would materially
impair the economic viability of the Project.

If Developer reasonably determines that one or more of the foregoing


contingencies have not been met at any time prior to closing (the “Contingency
Period”), and Developer is not willing to waive such contingency - then its sole remedy
is to terminate this Agreement by prompt written notice to Seller. Upon such termination,
neither Seller nor Developer shall have any further liability to the other under this
Agreement.

1.10. CLOSING: The closing of the sale shall take place upon the earlier of (A) 180
days of the date this Agreement is executed by all parties; or (B) ten (10) business days
following written notice from Developer that all of the contingencies in Paragraph 1.9

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have been satisfied or waived by Developer. Closing shall take place at the office of
Sun Title Agency, LLC at 925 S. Burdick Street, Kalamazoo, MI 49001, unless the
parties agree upon another more convenient location. However, Developer shall have
the right to extend the closing date for an additional 30 days to complete necessary due
diligence, to cure any Defect, or to satisfy any contingency.

Seller shall prepare the covenant deed conveying the Property to Developer.
Each party shall pay the routine closing costs normally charged, respectively, against a
seller (Seller) and a buyer (Developer), except each party will equally share the fee
charged by the title company for conducting the closing.

1.11. POSSESSION: Developer is entitled to sole and exclusive possession upon


payment of the Purchase Price and receipt of the covenant deed to the Property.

1.12. TAXES: The BRA Parcel at 215 West Lovell Street and the City Parcel at 424
South Rose Street are currently exempt from property tax; the BRA Parcel at 418 South
Rose is a taxable parcel. The taxes at the 418 South Rose parcel will be prorated to
date of closing on a current calendar year basis. The City represents and warrants that
it has designated or will utilize best efforts to designate the area of the City within which
the Property is located as a Neighborhood Enterprise Zone (as defined in MCL 207.779
of the Michigan Neighborhood Enterprise Zone Act (the “NEZ Act”)) (this area referred
to as the “NEZ Zone”). Upon such designation of the Property as within a NEZ Zone,
Developer will submit an application to the City for an NEZ Certificate and the City shall
cooperate with Developer in good faith to ensure that the Project’s NEZ Certificate is
approved for a period of not less than twelve (12) years (the “NEZ Approval”).
Following Developer’s receipt of the NEZ Approval, the City shall promptly submit the
approved NEZ Certificate and necessary supporting materials to the State Tax
Commission to ensure that the Project receives NEZ tax treatment on the earliest
possible date pursuant to the NEZ Act. The City acknowledges that for purposes of
computing (a) the Developer’s projected abatement pursuant the NEZ Approval; and (b)
Developer’s projections and budgets for other incentives to be received by Developer
from the Michigan Economic Development Corporation and other state agencies, all of
which are essential to Developer’s completion of the Project as presented to the City
Entities, the estimated assessed value of the land comprising the Project was calculated
at $200,000. Further, the City acknowledges that Developer based the anticipated
abatement under the NEZ Approval and the other State incentives in connection with its
completion of the Project on the estimated assessed value of the land remaining
materially unchanged (other than regular capped escalations) following Developer’s
acquisition of the Property, the period of construction and during the term of the NEZ
Approval. In the event of a material increase in the assessed value of the land following
Developer’s acquisition of same, or following the Completion Date, Developer shall be
permitted to adjust its Project budgets and plans to account for any resulting loss in
benefit of the NEZ Approval or other incentives. However, before finalizing any
adjustments to the Project budget and plans, Developer will consult with the BRA and
the City to determine the scope of those adjustments and whether this Agreement –
including the amount of TIR under Paragraph 2.4 – requires an amendment to account
for the anticipated loss of NEZ Approval or other incentives.

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1.13. ENVIRONMENTAL CONCERNS: As of the date of closing, Developer, having
had the opportunity to inspect and test the Property, will accept the Property in “as
is/where is” condition. Seller makes no representations regarding environmental
hazards or liabilities on or relating to the Property. Developer acknowledges that Seller
may not be under an obligation to perform any cleanup or other remedial action. Seller
will provide available environmental information to Developer for assistance in any
independent environmental assessments and reports it elects to undertake. During the
Contingency Period, Developer may, at its option and own expense, conduct its
environmental due diligence that may result in a Baseline Environmental Assessment
(“BEA”) within the meaning of Part 201 of the Natural Resources and Environmental
Protection Act, Act 451 of 1994 as amended (Part 201). Developer's satisfaction with
the results of the BEA shall be a contingency for closing.

1.14 ADDITIONAL ACTS. Developer and Seller agree to execute and deliver such
additional documents and to perform such additional acts as may become necessary to
effectuate the transfers contemplated by this Agreement.

1.15. CONDEMNATION, FIRE, OR OTHER CASUALTY: Seller shall promptly notify


Developer of any impending or actual condemnation proceedings against the whole or
any part of the Property of which Seller has actual notice or any fire or other casualty to
the Property. If any condemnation proceedings are initiated or threatened against the
Property, or if the Property is damaged as a result of fire or other casualty prior to the
closing (to the extent Developer is unable to complete the Project as contemplated
under this Agreement), Developer shall have the right:

A. To terminate this Agreement by a written notice to Seller within 10 days


after receipt of notice of such proceedings or damage, in which case neither
Seller nor Developer shall have any further liability to the other under this
Agreement; or

B. To proceed to closing as provided in this Agreement, agreeing to take the


Property in its then-current condition, in which case Developer is entitled to
receive all of the condemnation or insurance proceeds payable as a result of
such condemnation or such damage. Seller shall assign its rights to such
proceeds to Developer at closing.

ARTICLE 2 – DEVELOPER AND CITY ENTITY COMMITMENTS;

TIR REIMBURSEMENT

2.1 DEVELOPER COMMITMENTS: In addition to the payment of the Purchase Price


for the Property, Developer agrees that, in consideration for BRA’s and DDA’s
commitments in the capture of TIR to assist the Developer in the Project, it will complete
the following (collectively and individually "Undertakings"):

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A. Redevelop the Property with a total investment of approximately $24
million in constructing a four-story building consisting of approximately 158,824
square feet) on the Property, including certain site improvements, into a mixed
use project for commercial and residential uses. More specifically, Developer
shall complete the Project substantially in accordance with the proposal it
presented to the BRA in return for the BRA agreeing to provide the incentives
outlined in Paragraph 2.3. Therefore, the conceptual breakdown of the proposed
uses for the Project are as follows: (i) approximately 8,400 square feet for non-
residential uses such as, office, retail, fitness and related spaces on the first floor;
(ii) 121 market rate apartments and 14 workforce housing apartments; and (iii)
approximately 77 structured underground parking spaces and approximately 85
on-site surface parking spaces. Subject to matters beyond the reasonable control
of Developer (e.g., matters of force majeure, war, acts of God, failure to obtain
governmental approvals, etc.) (“Force Majeure”), Developer shall commence
construction of the Project within a commercially reasonable time after the date
that Developer secures all necessary approvals, authorizations, permits and
entitlements for the Project and otherwise satisfies all requirements of
Developer’s lenders or other financing parties for the Project (collectively, the
“Approvals”, and such date on which Developer is required to commence
construction being the “Commencement Date”), and shall use commercially
reasonable efforts to substantially complete the Project - defined as date when
Developer receives a temporary or final occupancy permit from the City (the
“Completion Date”) - within twenty-four (24) months of the Commencement
Date. It is further understood that the Commencement Date (and the submittal by
Developer of all requisite building permits) cannot occur until the Developer has
submitted its application for the NEZ Certificate to the City.

B. Make every reasonable effort to work with the City and community
employment agencies to hire city residents for new employment opportunities
created by the Project, and to encourage the local contracting of construction and
site related work; particularly, to review with Urban Alliance employment
opportunities through its Momentum Urban Employment program. Regardless of
Developer’s ability to hire city residents, Developer shall make every reasonable
effort to follow, and cause any contractors hired to perform work on the Project to
follow, the City’s “Ex-Offender Purchasing” policy regarding hiring new
employees who will work on the Project. A copy of this policy is attached as
Exhibit B, and Developer will provide a copy of it to its general contractor prior to
performing any work on the Project. In this regard the Project shall result in the
creation or retention of five (5) full time equivalent positions ("FTE") by the
Completion Date.

C. Encourage local contracting of construction and related site work for the
Project.

D. Provide any updated conceptual renderings, architectural or engineering


drawings or plans for the Project (collectively “Project Plans”) to the BRA within
a reasonable time after any Project Plan is completed. Any substantial deviation

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in the Project or Project Plans that involves a material change to the Eligible
Activities or a material change to the Undertakings set forth herein requires the
consent of the BRA, which shall not be unreasonably withheld, conditioned or
delayed. Final Project Plans shall be submitted to the BRA within 10 days of their
completion.

E. Submit any documents or other information required by the City in order to


obtain all necessary permits for the Project as required by city ordinance or state
statute prior to commencement of any construction activities. Otherwise,
redevelop and improve the Property, including landscaping and all other
improvements required for the Project, in compliance with all applicable federal,
state and local laws, rules and regulations, including, without limitation, building
and zoning codes, site plan review, this Agreement and with any other
agreement between Developer and a City Entity that relates to the Property or
the Project.

F. When requested by BRA, provide progress reports (not more frequently


than semi-annually) on the Project until the Completion Date. Following the
Completion Date Developer shall, upon request of BRA (not more frequently than
annually), provide annual reports on job creation and retention, using a
reasonable format provided by BRA. Developer to provide those reports timely in
order for the BRA to submit them to the State for each year that TIR is captured.
Otherwise, assist and cooperate with BRA in providing information that BRA may
require in providing necessary reports to other governmental agencies or for its
own purposes.

G. Assume responsibility for the costs of all utility connections from the
property line to the proposed building.

H. Place on the site during construction a development sign provided by BRA


to promote the Project and the BRA’s participation in it. Upon completion of the
Project return the sign to BRA.

I. Permit BRA to cite or to use any renderings or photographs of the Project


as an example of private/public partnership and brownfield site redevelopment.

J. Considering the incentives BRA is providing to the Developer under this


Agreement and the projected TIR to cover the Eligible Activities, Developer
agrees that during the Reimbursement Term (as defined in Paragraph 2.4) that
Developer is paying the NEZ tax in lieu of the full assessment of the Property, it
will not petition the Michigan Tax Tribunal to lower the assessed values on the
Property. (“Fixed Assessment Period”).

K. Developer commits to an allocation of fourteen (14) Workforce Housing


Units within the residential component of the Project (the “Workforce Housing
Set-Aside”), upon the following terms and conditions:

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i. For purposes of this Agreement, the term “Workforce Housing
Units” or “WFH Units” shall mean units offered at the rental rates specified in
Paragraph 2.1K(ii) below. The Workforce Housing Units shall be “floating” units in
that such Units may be relocated within the Project from time-to-time during the
Reimbursement Term (as defined below) provided that Developer maintains the
minimum number of Workforce Housing Units required to satisfy the Workforce
Housing Set-Aside during the Reimbursement Term.

ii. Subject to the terms herein, monthly rent for a Workforce Housing
Unit shall not exceed the “Rent by Bedroom” rates as published in the Michigan
State Housing Development Authority Income and Rent Limits report1 for
Kalamazoo County in effect at the time the lease for the Workforce Housing Unit
is executed (the “MSHDA Rent Report”), in accordance with the following
proportions:

1. Monthly rent for five (5) of the WFH Units shall not exceed
Rent by Bedroom at 80% per Exhibit C.

2. Monthly rent for five (5) of the WFH Units shall not exceed
Rent by Bedroom at 100% per Exhibit C.

3. Monthly rent for four (4) of the WFH Units shall not exceed
Rent by Bedroom at 120% per Exhibit C.

“Monthly rent” shall include gas, water, heat and electric. “Monthly
rent” shall exclude parking, security deposits, internet service, application
fees, storage, pet fees and similar fees and deposits.

iii. Monthly rent charged for the WFH Units will increase or decrease
from time to time during the Reimbursement Term in accordance with increases
or decreases in the “Rent by Bedroom” rates published in the MSHDA Rent
Report; provided, however: (A) such increases or decreases in Monthly rent shall
only affect new leases for WFH Units executed after the changed “Rent by
Bedroom” rates are published in the MSHDA Rent Report; and (B) in no event
shall the Monthly rent charged for the WFH Units decrease below the “Rent by
Bedroom” rates published in the MSHDA Rent Report as of April 14, 2017,
which is attached as Exhibit C.

iv. If the MSHDA Rent Report is no longer published during the


Reimbursement Term, Monthly rent for new leases of WFH Units shall be based
on 30% of Gross Annual Area Median Income for the Kalamazoo-Portage MSA
as published by the U.S. Department of Housing and Urban Development
(“HUD”), divided by 12, and adjusted to “Rent by Bedroom” rates in the same
proportions as set forth in the last published MSHDA Rent Report.

1 http://www.michigan.gov/documents/mshda/mshda_crh_il_67_income_limits_041417_558290_7.pdf
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v. The WFH Unit types (studio, 1 Bedroom, 2 Bedroom, etc.) sizes,
quantities, and location will be determined by Developer in its sole discretion.
However, at least four (4) of the total WFH Unit types will be 2 Bedroom units.

vi. The Workforce Housing Set-Aside component of the Project as


described in this Paragraph 2.1K shall expire automatically upon the expiration of
the Reimbursement Term.

vii. Subject to subsection (ix) below, Developer is entitled to retain and


exercise full and exclusive authority for the management of its operations, and
shall remain the sole judge in selecting tenants for the Workforce Housing Units,
utilizing the same tenant selection and screening criteria as used by Developer
for the non-WFH Units.

viii. As evidence of Developer’s compliance with the Workforce Housing


Set-Aside, Developer shall provide a written certification annually to the City no
later than March 1, beginning the first full calendar year after the Completion
Date (unless the Completion Date falls within the first six (6) months of the
calendar year, in which case the first written certification will be due to the City on
March 1 of the following calendar year), certifying as to Developer’s compliance
with the Workforce Housing Set-Aside. The City may also inspect the WFH Units
upon not less than forty-eight (48) hours prior written notice to Developer, and
not more than one (1) time per calendar year, solely for purposes of confirming
that the unit types being offered as WFH Units comply with the terms of this
Agreement.

ix. If the City believes that Developer has not met its obligations
pursuant to this Paragraph 2.1K, the City shall provide a written document to
Developer describing in reasonable detail, the specific obligation not being
satisfied, including an analysis of such non-performance (a “Written Notice”).
Within 10 days after receipt of the Written Notice, Developer shall respond in
writing, either a) agreeing to the City’s findings and including a written plan for
achieving compliance with this Paragraph 2.1K, or b) disagreeing with the City’s
findings and the reasons therefor. If Developer disagrees with the City’s position,
Developer and the City shall meet (one or more times) within 30 days following
the receipt of Developer’s written response to attempt to resolve the WFH issues
raised in the City’s Written Notice. Should those meetings fail to reach a
resolution satisfactory to the parties (a “Dispute”), then the parties agree to
submit the Dispute to a mediator. The mediator shall be an independent person,
residing in Kalamazoo County with experience in residential real estate
development; and who is acceptable to Developer and the City (the “Mediator”).
Only if mediation does not resolve the Dispute can either the Developer or the
City pursue legal or equitable remedies through judicial proceedings; the
jurisdiction for which is in Kalamazoo County. During the Dispute process
outlined above the Incentives for the Project shall continue, unless Developer
has not cured a default regarding the other Undertakings or other provisions in

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this Agreement for which withholding or withdrawal of Incentives is a permitted
remedy.

BRA agrees and acknowledges that the foregoing Undertakings shall only be
effective and binding upon Developer from and after the date of closing. If Developer
terminates this Agreement for a failure of any of the contingencies set forth in
Paragraph 1.9 hereof, or does not otherwise close on the Property for any other reason,
the foregoing Undertakings shall be void and of no force or effect.

2.2. PROJECT FINANCING: Developer shall, prior to closing, provide BRA with
evidence reasonably satisfactory to BRA that Developer is capable of financing the
Project. That evidence may include a lender's financing commitment or personal
financial statement. If Developer’s financial capabilities are not reasonably satisfactory
to BRA, then BRA shall provide a written notice to Developer prior to closing setting
forth BRA’s specific reasoning as to why the Developer’s financial capabilities are not
satisfactory. In such case, Developer shall be permitted to exercise the 30-day
extension of the Closing under Paragraph 1.10 in order to provide additional evidence of
its financial capabilities for BRA’s approval, not to be unreasonably withheld,
conditioned or delayed. If Developer is unable to provide such additional evidence
satisfactory to BRA prior to the extended closing date, then BRA shall be permitted to
terminate this Agreement.

2.3. CITY ENTITY COMMITMENTS: BRA and DDA agree to provide, complete or
perform the following inducements or tasks to assist Developer towards completion of
the Project, including the application of TIR as outlined in Paragraph 2.4 (collectively
and individually "Incentives"):

A. BRA shall extend to Developer the benefits outlined in the Revised Plan,
subject to the provisions of Act 381 (Brownfield Redevelopment Financing Act as
amended). Those benefits include reimbursement for Eligible Activities from BRA
Tax Increment Revenues as more fully set forth in Paragraph 2.4. These
activities include, without limitation, demolition, site preparation (soil removal,
grading, filling, etc.), parking facility and other infrastructure improvements,
environmental assessment, due care obligations, or environmental response
activities; and the services of various contractors, engineers, environmental
consultants, attorneys and other professionals retained regarding such activities.
Before undertaking Eligible Activities, Developer should discuss those activities
with appropriate City staff prior to incurring such costs. The Revised Plan, as
approved by the BRA and the City Commission of the City of Kalamazoo as it
relates only to the Property - identified as Chapter 48 – is attached as Exhibit D
and incorporated as part of this Agreement. To the extent provisions of the
Revised Plan or this Agreement conflict with Act 381, Act 381 controls.

B. If Developer deems it necessary for the financial viability of the Project it


may seek the approval by and assistance from appropriate state agencies. BRA
will assist, support, cooperate and utilize its best efforts to assist in obtaining
those approvals and assistance.

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C. Subject to Subparagraph G, DDA shall reimburse the Developer for a
portion of its actual reimbursable expenses under Act 197, identified in C(i) as
the “Public Component”, using the DDA Tax Increment Revenues received by
the DDA for expenditures on the Act 197 Eligible Costs, as substantiated by
documentation satisfactory to the DDA and in accordance with Paragraph 2.4.

i. The Public Component may include the following improvements


and infrastructure, to the extent each is actually incorporated into the Project:
streetscape improvements consisting of sidewalks, pavers, pedestrian lights,
public utility connections to the right-of-way line, street furniture, landscaping and
a snow-melt system under the public sidewalk adjacent to Project. The boiler to
operate the snow melt system to be located within the Project as mutually agreed
by the closing.

D. Provide the Developer with appropriate service agency/employment


agency contacts for the identification of city residents as potential employees to
interview for employment.

E. Cooperate and utilize its best efforts to assist Developer in obtaining any
governmental approvals contemplated for the Project.

F. No official, board member, officer or employee of BRA, DDA or the City is


personally liable to Developer or its successor in interest upon a breach or
default by DDA or BRA for any amount payable to Developer or its successor or
any obligation under this Agreement.

G. Pursuant to the Michigan Urban Cooperation Act, PA 7 of 1967, MCL


124.505a, the BRA and DDA agree that any and all DDA Tax Increment
Revenue captured and received by the DDA shall be assigned, transferred and
shared with the BRA for purposes of reimbursement to Developer in accordance
with the following:

i. Except as provided in Subparagraph G(iv) below, the duration of


the transfer of the DDA Tax Increment Revenue to the BRA (the “DDA TIR
Transfer”) shall be the Reimbursement Term.

ii. In each year of the Term, the BRA shall submit to the DDA its
annual report on the Project showing the amount of TIR owing to the BRA and
Developer. DDA shall authorize the City Treasurer to transfer all of the DDA Tax
Increment Revenue generated from the Project to the BRA upon DDA’s
confirmation of the expenses in accordance with Paragraph 2.3C above.

iii. The parties designate the BRA as the agent to receive and
disburse all TIR generated by the Property until such time as all obligations of the
approved Revised Plan have been satisfied.

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iv. The parties agree that the DDA’s ability to capture DDA TIR will
expire with the tax year ending December 31, 2028 or at such earlier date
determined in conjunction with the creation of a Corridor Improvement Authority
as noted in Paragraph 2.17F. Regardless of this expiration date, the total TIR
recoverable by Developer under Paragraph 2.4 shall remain the same.

H. Each of the City Entities represent and warrant that it has the full authority
to enter into and perform this Agreement in accordance with its terms, without
breaching or defaulting on any obligation or commitment that it has to any third
parties. Further, each of the City Entities covenants and agrees that on or prior to
the closing date it shall execute any and all documents necessary to amend or
terminate any and all Property Agreements to which each is a party so as to
eliminate and extinguish any right, title interest, obligations or responsibilities any
of the City Entities has regarding the Property, including without limitation:

i. Any lease, right of first refusal or other contractual agreement


between the DDA, City and the Authority pertaining to the Property;

ii. Any sublease and other agreements between the City and/or
Authority and the DDA that affect the Property, including without limitation that
certain Sublease for the City of Kalamazoo Parking System dated December 6,
2002, as amended from time to time and last amended by that certain Seventh
Amendment to Restated Sublease approved by City Commission on July 19,
2017; and

iii. Any and all agreements pertaining to the use and operation of the
Property, including that with Central City Parking, the current operator of the
Property and the church and including the parking lease between BRA and
AT&T.

2.4. TERM OF AGREEMENT: Under the Revised Plan and the DDA TIR Transfer,
the BRA shall capture and reimburse Developer that amount of TIR generated from
local real and personal property taxes, including school taxes approved by the State of
Michigan, allowed by law on the Property, beginning on December 31 in the year
Developer has completed the Project and continuing until the earlier of:

A. full reimbursement of the Developer’s Eligible Costs, which shall not


exceed $3,685,017; or

B. twenty-one (21) years’ worth of actual TIR reimbursement.

The period of reimbursement to Developer under this Paragraph 2.4 shall be referred to
as the “Reimbursement Term”). Following the expiration of the Reimbursement Term,
the BRA is entitled by Act 381 to capture and retain TIR generated by this Project for
the following purposes: (i) payment for certain administrative operating expenses BRA
incurred; and (ii) to fund the Local Brownfield Revolving Fund (as defined in Act 381)
relating to this Project for an additional term not to exceed 5 years following the

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Reimbursement Term – subject to any adjustments under Paragraph 2.7.

2.5. REIMBURSEMENT SOURCE: During the Reimbursement Term and except as


set forth in Paragraph 2.7A below, the BRA shall reimburse the Developer for its Eligible
Costs, as limited under this Agreement, from all applicable TIR collected from the real
and personal property taxes on the Property.

2.6. REIMBURSEMENT PROCESS:

A. Cost Reimbursement Request. Before March 31 of the year after


Developer has completed the Project (and in no event more than two (2) years following
the Completion Date (any submittal occurring after that two (2) year period being a
“Late Submittal”) the Developer will submit to the BRA the Eligible Costs
Reimbursement Form, attached as Exhibit E, that identifies the costs of each of the
Eligible Activities as described in Paragraphs 2.3A and 2.3C together with any amounts
owed to Developer pursuant to the DDA TIR Transfer. When submitting Exhibit E, the
Developer will also provide sufficient documentation of the Eligible Costs incurred
including the dates, complete description of the work, proof of payment (accompanied
by signed lien waivers from the applicable contractors or subcontractors) and detailed
invoices for the costs involved for each Eligible Activity. Exhibit E and the above
additional documentation comprise the “Completed Request”. Developer understands
that the Late Submittal of the Reimbursement Form shall not extend the
Reimbursement Term.

B. BRA Review. The BRA shall review and approve the Completed Request
within 60 days after receiving it. (During this 60-day period BRA will also consult with
DDA on the Public Component expenses to ensure no duplication of costs result for
reimbursement to Developer). If the BRA determines that the documentation submitted
by the Developer is not a Completed Request or that any of the Eligible Costs identified
are not eligible for reimbursement, then BRA shall provide written notice to Developer of
the same and identify with specificity why the documentation is not a Completed
Request and/or why any Eligible Costs identified therein are not reimbursable to
Developer (a “Deficiency Notice”). Following any such Deficiency Notice, an
authorized representative of the BRA and Developer shall, upon the written request of
either party, within fourteen (14) days after receipt of the Deficiency Notice, meet
promptly to discuss the reasons the Completed Request (or any portion of it) was not
approved and the conditions pursuant to which Developer can obtain approval of such
disallowed request, if feasible, and Developer and BRA agree to work cooperatively and
diligently to resolve and or comply with any such conditions. Developer shall cooperate
in the BRA’s review by providing any additional documentation of the Eligible Costs as
deemed reasonable and necessary by the BRA in order to complete its review. Any
dispute arising out of a Deficiency Notice shall not affect Developer’s right to receive
reimbursements as to the undisputed portions of the Completed Request.

C. Reimbursement. Before December 31 of the year after Developer


completed the Project (and as property taxes are received each subsequent year) after
both the summer and winter taxes are captured on the Property, the BRA shall pay

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approved Eligible Costs to the Developer from such available TIR following the Revised
Plan and this Paragraph 2.6. If there are insufficient TIR available in any given year to
reimburse all of the Developer’s Eligible Costs, then the BRA shall reimburse the
Developer only from available TIR. The BRA shall make additional payments, on an
annual basis as property taxes are received, toward the Developer’s remaining unpaid
Eligible Costs during the term of this Agreement. Reimbursement of Eligible Costs is
subject to Developer paying the Developer’s taxes levied against the Property and the
personal property used in the business or operations conducted from the Property.

D. Method of Reimbursement. The BRA will reimburse Park Cedar


Management, LLC, a Michigan limited liability company, the agent of Developer
(“Developer Agent”), for Eligible Costs as follows:

Checks shall be payable to: Park Cedar Management, LLC


Delivered to the following address: c/o Darin Caranci, CFO
(By certified mail or personally) 750 Trade Centre Way, Suite 100
Portage, MI 49002

2.7. ADJUSTMENTS: The parties acknowledge that adjustments regarding the


amount of TIR paid to Developer may occur under any of the following circumstances:

A. Audit or Court Ruling. If either a state agency of competent jurisdiction


conducting an audit of payments made to the Developer under this Agreement or a
court of competent jurisdiction determines that any portion of the payments made to the
Developer under this Agreement is unlawful under Act 381 or Act 197, the Developer
shall pay back to the BRA that portion of the payments made to the Developer within 30
days of such determination. However, the Developer shall have the right, before any
such repayment is made, to appeal on its or the BRA’s behalf any such determination
made by a state agency or court, and the BRA agrees to cooperate with Developer in
any such appeal. If the Developer is unsuccessful in that appeal, the Developer shall
repay the portion of payments found to be unlawful to the BRA within thirty (30) days of
the date when the final determination is made on the appeal.

B. Reduction in Property Assessments. Following the Fixed Assessment


Period under Paragraph 2.1J, if Developer successfully petitions the Michigan Tax
Tribunal (Tribunal) to lower the assessments levied by the City of Kalamazoo against
the Property for tax purposes, the provisions under Paragraph 2.4 may require a
redetermination regarding the amount of TIR that would be captured over the remaining
Reimbursement Term of this Agreement as a result of such lower assessments. If such
amount is less than the actual amount of TIR that BRA has already paid to the
Developer, Developer shall reimburse BRA the difference between the total amounts of
adjusted TIR captured over the balance of the Reimbursement Term of this Agreement
and the amount actually paid to Developer. Otherwise, any refund due Developer as a
result of the lower assessments is limited only to the amount such refund exceeds the
amount of TIR paid to Developer for those years covered by the Tribunal’s order.

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2.8. DEFAULT BY DEVELOPER: During the Reimbursement Term, any of the
occurrences listed below is considered a default and shall entitle BRA, at its option after
notice and failure to cure as provided herein, to exercise any of its rights under
Paragraph 2.9.

A. Failure for reasons other than Force Majeure to abide by the time periods
or due dates under which Developer commits to perform the Undertakings;
including any additional time the BRA elects to provide Developer to cure a
default in a written notice.

B. Failure to materially meet the capital investment, square footage or job


creation criteria for the Project as more fully detailed under Paragraph 2.1; failure
to substantially complete the Project in accordance with Project Plans, or to
satisfy the requirements set forth in the approved site plan; or failure to otherwise
comply with the terms of this Agreement except in any of such cases due to
Force Majeure.

C. In consideration of the Incentives towards the Project, failure by Developer


to pay before all taxes levied against the Property or any personal property
owned by Developer in connection with the Project or the Property to become
delinquent.

2.9. DEFAULT REMEDIES: If Developer fails to cure any event of default as outlined
in Paragraph 2.8 within thirty (30) days after written notice to from BRA to Developer
specifying the alleged default (or such additional time as may be reasonably necessary
to cure the default at issue provided that Developer has commenced such cure within
the initial thirty (30) days and is proceeding in good faith to cure but not more than three
(3) months, the BRA shall have the option to exercise one or any combination of
remedies under this Agreement or otherwise available at law or in equity, including
without limitation:

A. To withhold, suspend or rescind reimbursement to Developer for Eligible


Costs from TIR until Developer has cured that default to the satisfaction of BRA.
Any action by the BRA shall not under any circumstances extend the
Reimbursement Term unless specifically approved by BRA.

B. To reimburse BRA for all costs and expenses, including attorney fees,
incurred by BRA to enforce its rights under this Agreement.

C. To secure any amount owed by Developer to BRA under this Paragraph,


BRA has the right to place a lien against the Property in the same manner as
delinquent taxes, including the accrual of interest, penalties and administrative
expenses until the lien is fully satisfied. However, that lien shall be subject and
subordinate to the lien of any mortgage the proceeds of which have been
expended for construction of the Project and any refinancing of that mortgage.

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2.10 DEFAULT BY CITY ENTITIES: If any of the City Entities fails in any material
respect to perform or provide the Incentives, and such failure continues for a period of
thirty (30) days after written notice to from Developer to the City Entities specifying the
alleged default (or such additional time as may be reasonably necessary to cure the
default at issue provided that the City Entities have commenced such cure within the
initial thirty (30) days and are proceeding in good faith to cure but not more than three
(3) months, the Developer shall have the option to exercise one or any combination of
remedies under this Agreement or otherwise available at law or in equity, including
without limitation:

A. To withhold or suspend the performance of all or any of the Undertakings.

B. To seek reimbursement from the City Entities for all costs and expenses,
including attorney fees, incurred by Developer to enforce its rights under this
Agreement.

2.11. TIME IS OF THE ESSENCE: The parties agree that in all matters relating to this
Agreement, time is of the essence.

2.12. NOTICES: Any notice or other communication required under this Agreement
shall be in writing, signed by an authorized representative, and delivered either (i) in
person or (ii) by certified or registered mail, with return receipt requested, or (iii) by a
recognized overnight or daytime courier or (iv) first class mail, with proper postage or
charges fully prepaid, and properly addressed to the following:

Developer’s Agent: w/ copies to:


Park Cedar Management, LLC The Hinman Company
c/o General Counsel attn.: Property Manager
750 Trade Centre Way, Suite 100 750 Trade Centre Way, Suite 100
Portage, MI 49002 Portage, MI 49002

BRA: w/copies to:


City of Kalamazoo The Office of the City Attorney
Brownfield Redevelopment Authority 241 West South St.
c/o Executive Director of BRA Kalamazoo, MI 49007
241 West South St.
Kalamazoo, MI 49007

AUTHORITY: w/copies to:


City of Kalamazoo The Office of the City Attorney
Building Authority 241 West South St.
c/o City Manager Kalamazoo, MI 49007
241 West South St. Kalamazoo, MI 49007

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21635132.13
DDA: w/copies to:
City of Kalamazoo Michael D. O’Connor
Downtown Development Authority 900 Comerica Building
c/o Executive Director of DDA Kalamazoo, MI 49007
141 East Michigan, Suite 501
Kalamazoo, MI 49007

Notice is considered to have been given on the date of delivery, if delivered


personally; on the date of mailing, if sent with all postage prepaid by first-class mail,
certified or registered mail with return receipt requested, or over-night mail; or on date of
delivery to a recognized overnight or daytime courier. And each party shall notify the
other of any changes in the person or the address for the receipt of notices or other
communication.

2.12. GOVERNING LAW: This Agreement is governed by Michigan law.

2.13. BINDING EFFECT/THIRD PARTIES: This Agreement is binding on and shall


inure to the benefit of the parties to this Agreement and their respective successors.
The parties do not intend to confer any benefits on any person, firm, corporation, or
other entity which is not party to this Agreement.

2.14. WAIVER: No failure of either party to complain of any act or omission on the
part of the other party, regardless how long such failure continued, is considered as a
waiver by that party to assert any of its rights under this Agreement. And no waiver by
either party, expressed or implied, of any breach of any provision of this Agreement is
considered a waiver or a consent to any subsequent breach of this same or other
provision.

2.15. AUTHORIZATION: Each party represents and warrants to the other that this
Agreement and its execution by the individual on its behalf are authorized by the board
of directors or other governing body of that party.

2.16. ENTIRE AGREEMENT: This Agreement and the exhibits to this Agreement
contain all of the representations and statements by City Entities and Developer to one
another, and express the entire understanding between them regarding this transaction.
All prior and contemporaneous communications concerning this transaction are merged
in and replaced by this Agreement.

2.17. MISCELLANEOUS:

A. The representations, warranties, and provisions that require performance


subsequent to closing set forth in this Agreement shall survive the closing.

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21635132.13
B. This Agreement may be signed in counterparts, which together shall
comprise a single agreement. However, the Agreement is not effective until both
parties have signed it.

C. Developer understands that any, including electronically transmitted,


document or communication submitted by Developer to BRA may meet the
definition of a public record and therefore subject to release to the public under
the Freedom of Information Act, Act (“FOIA”) (MCL 15.231 et. seq.).
Consequently, unless specifically allowed under FOIA, Developer will not raise a
claim of trade secrets or other privilege or exception under FOIA as it relates to
this Agreement or such documents or communications.

D. If Developer, or any affiliate or subsidiary, shall cease to use the Property


for the purposes contemplated by the Project – without acceptable alternative
uses reasonably approved by the BRA – Developer agrees to continue to
maintain the Property in compliance with Applicable Laws. Furthermore,
Developer agrees to comply with Applicable Laws with respect to environmental
releases for which it is responsible.

E. Headings in this Agreement are for convenience only and shall not be
used to interpret or construe its provisions. Words used throughout this
Agreement shall have their common meaning, except any word or term that is
specifically defined in Act 381 or Act 197 shall follow that definition or meaning.

F. If the City subsequent to the execution of this Agreement, including the


purchase of the Property and completion of the Project by Developer, establishes
a Corridor Improvement Authority under PA 2005, Act 280 (MCL 125.2871 et.
seq.), the parties agree that an amendment to this Agreement may be necessary
to ensure that Paragraph 2.4 shall remain in full force and that the total TIR
recoverable by Developer under this Agreement shall not be reduced or impaired
as a result; the City and/or BRA shall exercise their statutory or contract rights in
the event of the creation of a Corridor Improvement Authority (“CIA”) to ensure
the only adjustment that may result is the source of the TIR to Developer
(meaning that the TIR captured and collected by BRA and CIA levied against the
Property and Project will continue at the level stated under Paragraph 2.4).

IN WITNESS WHEREOF, the City Entities and the Developer have caused this
Agreement to be duly executed and delivered as of ____________________, 2018.

Dated: ______________ CITY OF KALAMAZOO BROWNFIELD


REDEVELOPMENT AUTHORITY

By: _________________________________
Patricia M. Owens
Its: Chair

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21635132.13
Dated: ______________ 400 ROSE, LLC

By: _________________________________
Roger E. Hinman
Its: Manager

Dated: ______________ PARK@CEDAR II, LLC

By: _________________________________
Joseph L. Gesmundo
Its: Manager

Dated: ______________ CITY OF KALAMAZOO DOWNTOWN


DEVELOPMENT AUTHORITY

By: _________________________________
Andrew Haan
Its: Executive Director

Dated: ______________ CITY OF KALAMAZOO BUILDING


AUTHORITY

By: _________________________________
James K. Ritsema
Its: Chair

Dated: ______________ CITY OF KALAMAZOO

By: ________________________________
James K. Ritsema
Its: City Manager

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21635132.13
EXHIBIT A

Land situated in The City of Kalamazoo, Kalamazoo County, Michigan:

Parcel 1: Commencing on the South line of Lovell Street 10 and 1/2 rods West of the
East line of the West 1/2 of the Northwest 1/4 of Section 22, Town 2 South, Range 11
West, running thence West along the South line of Lovell Street 5 and ¼ rods; thence
South 210 feet; thence East 5 and 1/4 rods; thence North 210 feet to the place of
beginning.

Parcel 2: That parcel of land described as: Commencing on the North line of Cedar
Street 4 rods East of the West line of Bleyker ’s Addition to the Village (now City) of
Kalamazoo (as recorded in Liber 1 of Plats, on Page 49); and running thence East on
the North line of Cedar Street 6 and 1/2 rods; thence North 11 rods, 4 1/2 feet; thence
West 6 and ½ rods; thence South 11 rods, 4 1/2 feet to the place of beginning, all being
a part of the Northwest 1/4 of Section 22, Town 2 South, Range 11 West.

Parcel 3: Commencing on the West line of Rose Street 14 rods South of the South line
of Lovell Street; thence South along said West line of Rose Street 34 feet; thence West
8 and 1/2 rods, more or less, to a line 10 and 1/2 rods West of the North and South 1/2
of the 1/4 line of the Northwest 1/4 of Section 22, Town 2 South, Range 11 West;
thence North 34 feet; thence East to the place of beginning.

Parcel 4: Commencing on the South line of Lovell Street 4 rods West of the West line of
Rose Street (said point being the Northwest corner of land heretofore owned by Silas
Hubbard); thence West 4 and 1/2 rods; thence South parallel with Rose Street 14 rods;
thence East parallel with Lovell Street 4 and 1/2 rods; thence North 14 rods to the place
of beginning all being a part of the Northwest 1/4 of Section 22, Town 2 South, Range
11 West.

Parcel 5: Commencing at the intersection of the West line of South Rose Street with the
South line of West Lovell Street in the Northwest 1/4 of Section 22, Town 2 South,
Range 11 West; thence South on the West line of South Rose Street 9 rods; thence
West parallel with the South line of Lovell Street 4 rods; thence North parallel with the
West line of Rose
Street 9 rods to the South line of Lovell Street; thence East along the South line of
Lovell Street to the place of beginning.

Parcel 6: Commencing on the North line of Cedar Street at the Southwest corner of
land formerly owned by Elizabeth J. Darling and being at a point 15 and 3/4 rods East of
a continuation of the West line of Bleyker' s Addition to the Village (now City) of
Kalamazoo (as recorded in Liber 1 of Plats, on Page 49); thence North 8 rods; thence
West 5 and 1/4 rods to land formerly owned by Charles E. Stewart; thence South along
the East line of said land formerly owned by Charles E. Stewart, to the North line of
Cedar Street; thence East on the North line of Cedar Street 5 and 1/4 rods to the place

21635132.13
of beginning, all being a part of the Northwest 1/4 of Section 22, Town 2 South, Range
11 West.

Parcel 7: Commencing at the intersection of the North line of Cedar Street, and the
West line of Rose Street in the Northwest 1/4 of Section 22, Town 2 South, Range 11
West, thence North along the West line of Rose Street 77 feet; thence West parallel
with the North line of Cedar Street 55 feet, more or less, to land now owned by the City
of Kalamazoo; thence South along the East line of said land 77 feet to the North line of
Cedar Street; thence East along the North line of Cedar Street 55 feet, more or less, to
the place of beginning.

Parcel 8: Commencing on the West line of Rose Street in the City of Kalamazoo at a
point 77 feet North of the North line of Cedar Street; thence West 3 and 1/4 rods, more
or less, to a point 5 and 1/4 rods West of the North and South ½ quarter line of the
Northwest 1/4 of Section 22, Town 2 South, Range 11 West; thence North 55 feet, more
or less, to a line 16 rods South of and parallel with the South line of Lovell Street;
thence East to the West line of Rose Street; thence South 55 feet, more or less, to the
place of beginning.

Parcel 9: Commencing on the West line of South Rose Street, in the City of
Kalamazoo, 9 rods South of the Southwest corner of Rose and Lovell Streets; thence
South on the West line of Rose Street 5 rods; thence West about 4 rods to a line 6 rods
West of and parallel with the North and South 1/2 quarter line of the Northwest 1/4 of
Section 22, Town 2 South, Range 11 West; thence North 5 rods; thence East about 4
rods to place of beginning. Also described as: Commencing on the West line of South
Rose Street 9 rods South of the point where the West line of Rose Street intersects the
South line of West Lovell Street; thence South on the said West line of South Rose
Street 5 rods; thence West 4 rods; thence North 5 rods; thence East 4 rods to the place
of beginning.

The above parcels now being combined in a survey prepared by Landtech Professional
Surveying & Engineering, dated May, 7, 2015, in Job No. 1444427B, and described as
follows:

Part of the Northwest 1/4 of Section 22, Town 2 South, Range 11 West, described as:
Beginning at a found 1/2” iron at the Southwest corner of Lot 7 of Sill’s Addition to
Kalamazoo (as recorded in Liber K, on Page 438); also being the Northeast right-of-way
intersection of Cedar Street and Park Street; thence North 89 degrees 16 minutes 38
seconds East along the North line of Cedar Street a distance of 375.69 feet to the point
of beginning; thence North 00 degrees 16 minutes 07 seconds West a distance of
186.00 feet; thence North 89 degrees 41 minutes 37 seconds East a distance of 20.17
feet; thence North 00 degrees 33 minutes 21 seconds West a distance of 210.00 feet to
a point on the South line of E. Lovell Street; thence North 89 degrees 26 minutes 39
seconds East along said South line a distance of 229.76 feet to the West line of Rose
Street; thence South 00 degrees 16 minutes 03 seconds East along said West line a
distance of 395.19 feet to a point on the North right of way of Cedar Street; thence
South 89 degrees

21635132.13
16 minutes 38 seconds West along said North line a distance of 248.87 feet to the point
of beginning.

39-06-22-104-001
39-06-22-104-002
39-06-22-109-001

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EXHIBIT B

Ex-Offender Purchasing Policy

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EXHIBIT C

MSHDA Rent Report as of April 14, 2017

21635132.13
EXHIBIT D

Revised Plan

21635132.13
EXHIBIT E

Cost Reimbursement Form

21635132.13