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HomeMy WebLinkAboutReal Estate Purchase Agreement for Ferguson-Contiential Red Cedar Development REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT THIS REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of the 6th day of November, 2014 by and between the LANSING ECONOMIC DEVELOPMENT CORPORATION ("LEDC"), the LANSING BROWNFIELD REDEVELOPMENT AUTHORITY, a Michigan Brownfield Authority ("LBRA") and the CITY OF LANSING, a Michigan municipal corporation, ("City") (LEDC, the City and LBRA are sometimes collectively referred to as the "Public Entities"); FERGUSON\CONTINENTAL LANSING, LLC, a Delaware limited liability company ("Developer"); and Joel Ferguson and Frank Kass, individually ("Guarantors"). The Public Entities, Developer and Guarantors are individually each a "Party" and collectively the "Parties." RECITALS: A. The City is a municipal corporation organized and existing under and pursuant to the Michigan Home Rule Cities Act, 1909 PA 279, as amended (codified at MCL 117.1 et seq), and exercising all of the powers provided for therein and pursuant to Lansing City Charter, approved August 8, 1978, and as subsequently amended. B. The LEDC, a nonprofit corporation, is organized and existing under and pursuant to the Economic Development Corporations Act, 1974 PA 338 as amended (codified at MCL 125.1601 et seq), to strengthen and revitalize the economy in Lansing. C. The Lansing Brownfield Redevelopment Authority is a Brownfield Authority organized and existing under and pursuant to Brownfield Redevelopment Financing Act, 1996 PA 381, as amended (the "LB RA Act"). D. The Developer is a Delaware limited liability company authorized to do business in Michigan. 6; NOV, C E. The City owns the following parcels of real property (the legal descriptions of which are individually set forth on Exhibit A attached hereto): 1. Approximately 32.35 acres of land formerly operated as Red Cedar Golf Course, consisting of approximately 1.52 acres of property immediately adjacent to the East of the Corner Parcel (defined below) as visually depicted on Exhibit C (the "Supplemental Parcel') and approximately 30.83 acres constituting the remainder of such parcel (the "Red Cedar Property"). The City desires to have the Red Cedar Parcel redeveloped into a high-quality, high-end mixed-use project that will enhance the Michigan Avenue corridor on the eastern entrance to the City by featuring commercial uses and incorporating residential uses; 2. Approximately 22.08 acres of park land immediately adjacent to the Development Property and in the Red Cedar River floodway (the "Park Property"), which the City desires to have developed with a recreational boardwalk along the Red Cedar River and maintained by Developer and its successors in interest; and 3. Approximately 3.28 acres of property (subject to a reversionary interest in favor of the State of Michigan (the "State")) at the southeast corner of Michigan Avenue and Clippert Street (the "Corner Parcel'), which the City desires to have developed with a prominent commercial development. (The Red Cedar Property, the Supplemental Parcel and the Corner Parcel are sometimes collectively referred to as the "Development Property" and together with the Park Property, the "Property"). 2 F. The citizens of the City, by ballot proposals on November 8, 2011, and November 6, 2012, approved a Resolution of the Lansing City Council authorizing a sale of the Property. G. The Developer desires to purchase the Red Cedar Property from the City (as well as the Supplemental Parcel and the Corner Parcel if the existent reversionary interest of the State can be extinguished and a sale to Independent Purchaser as defined within does not occur) for the Red Cedar Renaissance Project ("Project') on the Property. H. The Development of the Project is undertaken by Frank Kass as Continental Real Estate Companies and Joel I. Ferguson. The public entities have identified the Developer as the preferred developer with whom to negotiate a definitive agreement on the basis of their experience, prior performance, and completion of quality projects. Continental has developed over $3,000,000,000.00 of real estate development that includes: mixed use development projects in 14 states and has established a high standard of excellence in each project. Joel Ferguson has been involved in developing 19 residential projects and numerous commercial development projects in Michigan including over 1,000,000 square feet of commercial office space, an ABC television affiliate and a FOX television affiliate. I. The Project is a complex Project built entirely in a duly recognized floodplain and the Project includes building an infrastructure of roads and utilities and conceptually includes a medical office facility, full service hotel, full service restaurants, commercial office space, retail space, market rate housing targeted for professionals and empty-nesters, student housing, a parking structure and a park, which is to be constructed following a closing on the sale of the Red Cedar Property. J. Subject to the terms, conditions and preconditions more particularly contained herein, the City is in agreement to sell the Red Cedar Property to the Developer (and potentially 3 the Supplemental Parcel and Corner Parcel if the existent reversionary interest of the State can be extinguished and a closing with the Independent Purchaser more particularly identified below does not occur) in accordance with the terms of this Agreement. Agreement NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements herein contained, the Parties agree as follows: Article I Sale and Purchase Terms. 1.1. Purchase Price and Land Subject to Sale. Subject to the terms and preconditions set forth herein, the City agrees to sell to the Developer, and the Developer agrees to purchase from the City, the Red Cedar Property for the stipulated Purchase Price of$7,147,604 ("Purchase Price"). Developer shall pay the Purchase Price in full by immediately available funds at Closing. Following execution hereof, the City and Developer shall engage the State in discussions to secure terms for release by the State of its reversionary rights to the Corner Parcel, and any agreement which the City shall reach (after consultation with Developer) shall reflect such liquidated amount (the "Release Price") in exchange for which the State has agreed to release its reversionary interest. The City has been advised of the interest of a party other than Developer ("Independent Purchaser") to purchase the Corner Parcel and Supplemental Parcel. The City and Developer mutually desire to sell such parcels to the Independent Purchaser assuming an acceptable development agreement can be negotiated and executed. However, as of the date hereof, it is 4 unclear whether the Independent Purchaser desires to purchase such property from Developer or directly from the City. In the event that the Independent Purchaser shall decide to purchase the property directly from the City, it is the City's intent to sell the Corner Parcel and Supplemental Parcel to the Independent Purchaser, assuming a development agreement mutually acceptable to such Independent Purchaser and the City (after consultation with the Developer) can be negotiated and executed. In the event that the City shall agree to sell the Corner Parcel to Independent Purchaser, as part of such agreement, the Independent Purchaser shall execute a Development Agreement providing, inter alia, for a description of the improvements to be made and milestones for their completion. In the event that either the Independent Purchaser shall elect to purchase such property from the Developer or the City and Independent Purchaser are unable to agree on the terms of a development agreement, and assuming Developer is not then in breach of this Agreement, the City agrees to sell to Developer and the Developer agrees to purchase: (i) the Corner Parcel for a purchase price equal to the Release Price: and (ii) the Supplemental Parcel for $352,396, in which event the term "Purchase Price" for all purposes herein shall be amended to mean the sum of $7,500,000 and the Release Price. Any purchase of the Corner Parcel and/or Supplemental Parcel shall be simultaneous with any closing on the Red Cedar Property and shall be subject to all the contingencies for such Closing as more particularly set forth herein. In any event, all costs for infrastructure improvements and enhancement of the Corner Parcel and Supplemental Parcel shall be at the sole cost and expense of the Developer or ultimate purchaser and not the City. Any subsequent sale of the unimproved Corner Parcel by the Developer shall be at the Release Price. 5 1.2. Time and Place for Closing. The Closing on the Red Cedar Parcel (and Corner Parcel and Supplemental Parcel in the event of the sale of same to the Developer) shall occur following satisfaction of all preconditions set forth herein, and within 60 days from the date the Developer gives written notice to the City of the Developer's election to purchase the Red Cedar Property, provided that if by May 31, 2016, either one or more preconditions to closing remain unsatisfied or Developer has not yet provided such notice, this Agreement shall terminate except as to any obligations then existing pursuant to the terms hereof and as to those provisions which expressly survive termination hereof; but provided that the City and Developer may agree in writing to an extension of such deadline. Closing shall take place at the Title Company or at such other location as mutually agreed by the City and Developer. 1.3. Conditions Precedent to Closing. Prior to Closing the following contingencies must be satisfied: 1.3.1. The Developer has complied with Article II and the Developer has submitted to the City for the City's review and comments, the plans and specifications for the Project, including but not limited to site plans,landscape plans,building materials and elevations of each building from all sides, and full plans and specifications for the construction of all improvements on the Property. The Developer will incorporate the City's comments and make revisions that the Developer determines to be reasonable and compatible for completion of an upscale project using first class materials and design with landscaping that will compliment and enhance the appearance of the overall project. It is expressly understood that as owner of the Property, the City desires a specific type of development on its Property and it is the Developer's intent to meet the expectations of 6 the City in accordance with plans and specifications that provide a high standard of quality. Developer acknowledges and understands that it is the City's express desire that local labor and local companies be engaged whenever reasonably possible to perform work on the Project. 1.3.2. Developer has submitted a projection of detailed construction costs to complete the Project and has demonstrated to the satisfaction of the City in its sole discretion that the Project as proposed will be completed within the timeline set forth in the Project Schedule (as defined in Section 4.1.3. L3.3. Developer has submitted the Plans (as defined in Section 3.1.1), and the City, LBRA and the Michigan Strategic Fund have approved same. 1.3.4. Developer has submitted to the City information with regard to the members of the Developer, which at a minimum shall include: (i) a list of any pending litigation against any principals of Developer; (ii) a listing of any pending financial defaults by any principals of the Developer; (iii) a listing of pending delinquencies on taxes or other obligations to any governmental entity by any principals of Developer; and (iv) copies of all agreements between the members of the Developer as they relate to the Project. 1.3.5. The City and LBRA shall have satisfied themselves that the Project as finally submitted will generate sufficient tax capture: (i) to timely make all payments required pursuant to the terms of any LBRA issued funds; (ii) to enable the Developer to make all payments required pursuant to the terms of the Additional Financing; and (iii) to distribute the tax capture in accordance with the allocations and for the purposes more particularly set forth in Section 3.1.1.3. The Developer, City and LBRA have approved 7 any Brownfield Tax Increment Financing Bond plan ("Brownfield Plan") proposed by Developer, and, simultaneously with the Closing, the LBRA has caused the issuance of Bonds sufficient to provide funding in accordance with the Brownfield Plan and the Developer has obtained the funding to pay for the Additional Funding in accordance with the Brownfield Plan, as set forth under section 3.1.1, of this Agreement, and provided evidence of same satisfactory to the City in its reasonable discretion, which may include the depositing of the proceeds of such Additional Financing into a controlled account if such a controlled account will facilitate a lower interest rate on bonds issued pursuant to the Brownfield Plan. Nothing herein contained is intended to prohibit the lender of the Additional Funding from maintaining a dual control over the Additional Funding if required by its loan documents. The Developer understands that the current status of plans and financial disclosures prevents the City from definitively identifying what documents it may require to close and that after a review of the materials submitted, the City may ask for additional assurances acceptable to the City, including but not limited to a guaranty, payment and performance bonds or additional protections for the City. By the execution hereof, the Developer does not hereby commit to providing such additional documents or assurances not specifically set forth herein. Nothing herein contained constitutes a representation or warranty that the Brownfield Plan will be approved by the governing bodies. 1.3.6. The Ingham County Drain Commissioner has substantially completed the Montgomery Drain District Drainage Design documents, and the City has reviewed and approved said design documents and specifications for the proposed Montgomery Drain improvements. Nothing herein contained shall create any legal duty by the Developer to 8 cause the Montgomery Drain District Drainage Design documents to be revised. The City shall also review any proposed or executed contracts or agreements between: the Drain Commissioner and/or the Montgomery Drain Board as one party; and the Developer or any affiliate thereof as a second party. 1.3.7. The Developer has obtained DEQ approval for the Plans and Specifications, as well as any other required federal permits and approvals. 1.3.8. The Developer shall be in compliance with all its obligations under this Agreement. 1.3.9. To the extent the Closing shall include a transfer of the Corner Parcel, the Right of Reversion for the Corner Parcel to the State has been terminated, or the State has executed a legally enforceable agreement to terminate such rights simultaneously with the Closing. 1.3.10. The City shall have approved the provisions of Section 5.10 hereof. The Lansing Parks Board shall also review and advise the City. The City shall have approved plans and specifications for the Boardwalk (as defined below in Section 2.1.1.6) pursuant to section 5.10.1 and the Parks Agreement (as defined in Section 5.10.2) shall have been approved by the parties thereto. The Developer shall also, as part of the design, develop a walkable pathway between MSU Campus/Brody Residence Halls and the Red Cedar Park Development. 1.3.11. The Michigan Strategic Fund Board has approved the capture by the Brownfield Plan of the 18 mill school millage. 1.3.12. The parties understand and agree that the party to own and maintain the plinths cannot be determined until more detailed plans and specifications are available, 9 and without further consultation with LBRA Bond counsel. Accordingly, the parties agree that a definitive agreement detailing ownership and maintenance of the plinths, as well as the grant of any easements concerning the plinths,is a precondition to closing. 1.4. Closing Costs. 1.4.1. Taxes and Special Assessments. The Property will be exempt from taxation at the time of Closing. The Developer understands that the parcel acquired by Developer shall be placed on the appropriate tax rolls on the 31" day of December, immediately following the sale of said Red Cedar Property (and Corner Parcel and Supplemental Parcel if conveyed). The Developer shall be responsible for the payment of all taxes, special assessments and other fees which occur subsequent to the date of Closing, as well as any assessments allocated to the Red Cedar Property (and Corner Parcel and Supplemental Parcel if conveyed) as a result of the Montgomery Drain District, regardless of the date of imposition of such assessments. 1.4.2. Title Insurance. At Closing, the City shall provide the Developer an owner's policy of title insurance without standard exceptions, for the Property in the amount of the Purchase Price if a "without" standard exceptions policy can be obtained without additional costs to the City. Otherwise, the title insurance policy shall be with standard exceptions. The policy of title insurance shall only be subject to permitted encumbrances. Permitted encumbrances are the encumbrances relating to the Property approved and accepted by the Developer ("Permitted Encumbrances"). The Developer will notify the City of any encumbrances to which it objects within twenty (20) days following receipt of a title commitment and request that the City remove the encumbrance. In the event the City has not removed the encumbrances which are not 10 approved by the Developer or notifies the Developer that it does not intend to remove such encumbrances, then the Developer shall have ten (10) days to give the City written notice that it intends to either terminate this Agreement or accept the encumbrances and close on the purchase, in which event the subject encumbrances shall be deemed Permitted Encumbrances. In the City's sole election, it may provide a title commitment to Developer at any time following the date hereof and request Developer to notify the City within twenty (20) days of any encumbrance as to which the Developer will object. The Developer shall be deemed to have waived any right to object to any encumbrance at a later date if it shall fail to timely object as provided above. 1.4.3. Other Closing Costs and Recording Fees. 1.4.3.1. Developer shall pay all costs associated with recording the deed of conveyance. The deed shall clearly state on the face thereof that the recording of said deed is exempt from State transfer tax by reason of MCL 207.505(h)(1) and MCL 207.526(H)(1). 1.4.3.2. Neither the Public Entities nor the Developer will record this Development Agreement or Memorandum of the same. However, as part of Closing, the Developer and the City shall agree upon a recordable document containing the restrictions and covenants set forth in this Agreement which are post-closing matters, and such document shall be executed at Closing and recorded. 1.4.3.3. The Developer and the City shall each be responsible for 50% of any escrow fees or other closing costs of the title company. 1.5. Closing Documents. 11 1.5.1. Form of Deed. The City shall convey title to the Developer by Warranty Deed. The Warranty Deed shall state on its face that it is subject to all easements and restrictions of record at the time of Closing. The City reserves the right to grant or dedicate prior to Closing such easements as necessary for the distribution of utilities. Such easements shall be granted only after written notification is given to the Developer of the intention of the City to grant said easement. The City shall consult with the Developer and undertake best efforts to design any such easement in a way which does not materially interfere with the Developer's proposed improvements on the Property so long as such goal can be accomplished without increasing the costs incurred by the City related to such easement. 1.5.2. Developer shall execute a "Bring Down Certificate" certifying that Developer is in compliance with all its obligations under this Agreement at the time of Closing. 1.5.3. The Parties shall execute the document contemplated by Section 1.4.3.2. 1.5.4. The Parties shall execute such other documents as reasonably required by the Title Company to issue the title policy. Article II Development of Final Plans and Specifications for Project 2.1 Development and Site Description. The Developer shall construct a multi-use project that includes a minimum 10 story full service hotel with a 200 room minimum (unless otherwise approved in writing by the City because of market conditions), full service restaurants which either are new to Lansing and East Lansing or receive the prior written approval of the LEDC, general commercial and retail, market rate housing targeted to appeal to the professional 12 and "empty nester" markets as well as student housing, all in accordance with plans and specifications submitted to and approved by the City in accordance with the terms of this Agreement. Such plans and specifications, and any construction pursuant thereto, shall be in full compliance with the Michigan Building Code — Stille Derossett-Hale-Single State Construction Act, Act 230 of 1972, known as the "Michigan Building Code." 2.1.1 Conceptual Plan. While the plans and specifications have not yet been prepared, Developer acknowledges and understands that the City is expecting plans and specifications for the component portions of the Project consistent with the following concepts: 2.1.1.1 Hotel. The Project shall include a fill service minimum 10 story hotel located on Michigan Avenue that will contain over 200 rooms, at least one restaurant connected to the hotel, and meeting rooms. 2.1.1.2 Michigan Avenue Buildings. All buildings along Michigan Avenue shall be commercial in nature and a minimum of 2 stories. 2.1.1.3 Main Entrance and Main Entrance Buildings. The main entrance to the Project shall be off of Michigan Avenue. The initial use for the buildings behind the buildings on Michigan Avenue and on either side of the entrance drive ("Main Entrance Buildings") will include commercial development on the first floor. The buildings will be constructed on the first floor to allow for retail or restaurant and the upper floors to be residential or offices. The City may waive by written instrument any of the requirements of this subsection because of market conditions. 13 2.1.1.4 Non-Student Housing. All residential units in the buildings on either side of the Main Entrance and west shall be market rate targeted for professional and "empty nester" markets. 2.1.1.5 Student Housing. All buildings on the Property which are located east of the easternmost point of the Property on Michigan Avenue (Buildings M through V as depicted on Exhibit D) shall be residential in character and include attractive exterior aesthetics which are designed to appeal to a broader market consistent with the student population. 2.1.1.6 Boardwalk. The plans shall include a boardwalk to be constructed by Developer along the Red Cedar River from the easternmost to the westernmost boundary of the Park Property, which boardwalk shall be connected to any municipal river trail, or sidewalk network, abutting the Park Property (the `Boardwalk"). The Boardwalk shall be designed and constructed of a quality appropriate to withstand local weather and occasional flood conditions, of an appearance appropriate for its location as improved, and Developer shall obtain all required permits. 2.2 Access to the Property. Prior to Closing on the conveyance of the site by the City to the Developer, the City shall permit representatives of the Developer access to any part of the Property at all reasonable times, for the purpose of obtaining data and conducting at the Developer's sole cost and expense, tests concerning the Property necessary to carry out the terms of this Agreement including soil testing for construction and environmental purposes. The Developer's testing and studying shall not block, impede the use of or excavate any part of the Property without a 72 hour prior written consent of the City, which shall not be unreasonably 14 withheld. The Developer shall be responsible for correcting or restoring the site to its previous condition, whenever the Developer's tests necessitate excavating or removal of material at the site. After conveyance of the Property by the City to the Developer, the Developer shall permit the representatives of the City access to the Property at all reasonable times that the City deems necessary during normal business hours and upon prior notice for the purposes of this Agreement, including, but not limited to, inspection of all work being performed in connection with the construction of the improvements. Article III Development of Financial Incentives 3.1 Acknowledgement of Property Condition. The parties acknowledge that the Property is in the floodplain and may be subject to environmental contamination. These conditions may inhibit and directly affect the Developer's ability to construct buildings on the Property in its existing condition. The Developer is purchasing the Property "as is." However, the City agrees to work with the Developer to provide financial incentives to assist with the total cost relating to preexisting conditions requiring environmental remediation and certain infrastructure improvements. Subject to verification by the City and LBRA of sufficient tax base, such incentives will include: 3.1.1 Brownfield. The Developer will submit a Brownfield Plan and 381 Work Plan ("Plans") for the capture of property taxes and issuance of bonds by LBRA under the Brownfield Redevelopment Financing Act, 1996 PA 381. The plan for the recapture of property taxes will be in an amount necessary to: (i) timely make all payments required pursuant to the terms of any LBRA issued funds; (ii) enable the Developer to 15 make all payments required pursuant to the terms of the Additional Financing; and (iii) to distribute the tax capture to in accordance with the allocations and for the purposes more particularly set forth in Section 3.1.1.3. The proceeds of LBRA Bonds will be used only for "Approved Eligible Activities." For the purposes of this Agreement, "Approved Eligible Activities" shall mean such environmental remediation, infrastructure (collectively, the "Work") and capitalized interest as shall be contained in the Plans and constitute "eligible activities" as defined in accordance with MCL 125.2652, subject to the express understanding that the City may select which portion of the Work to fund with the LBRA Bonds. 3.1.1.1 The LBRA will issue bonds in the lesser amount of (i) $38,000,000; or (ii) fifty percent (50%) of the Approved Eligible Activities, which bonds will be backed by the full faith and credit of the City (the "LBRA Bonds"). This amount includes all costs of the City and LBRA in connection with issuance of such bonds including but not limited to the City's bond counsel fees and expenses and the capitalized interest during construction. 3.1.1.2 The Developer will be responsible for obtaining the funding ("Additional Funding") for paying the cost of the Approved Eligible Activities that exceeds the amount of the LBRA Bonds. 3.1.1.3 The amount of the LBRA Bonds plus the Additional Funding provided by the Developer, will pay for the Approved Eligible Activities. The property taxes captured will be allocated between the LBRA Bonds, the Additional Funding and additional uses. The distribution of the estimated captured property taxes will be outlined in an approved Brownfield Plan, which will include a mechanism contemplating 16 disbursements to cover payments for annual debt service on both the LBRA Bond as well as the Additional Funding. In the event that the actual annual captured property taxes in any year are below the estimated amounts for such year, the property taxes captured for such year will be distributed as specified below on an annual basis in the following order and priority, to the extent of available funds: (i) first, pro rata as between LBRA and Developer(with the City to receive in such percentage as the original funding bears to the Approved Eligible Activities; and the Developer to receive such percentage that the Additional Funding bears to the Approved Eligible Activities) in an amount sufficient to pay the next twelve months of principal and interest payments on the LBRA Bonds and Additional Funding (plus any amounts unpaid from prior distributions for prior years' principal and interest payments); (ii) second, payment to LBRA to cover its administrative costs and funding of the LBRA Local Site Remediation Revolving Fund (collectively, "LBRA Administrative Costs"); (iii) third, to the City to reimburse it for any payments it has made on the LBRA Bonds as a result of a shortfall in the tax recapture in any prior year; (iv) fourth, to the Developer to reimburse it for any payments it has made on the Additional Funding as a result of a shortfall in the tax recapture in any prior year and for any funds timely paid to the City or LBRA pursuant to Section 8.5; and (v) fifth, an amount will be deposited in a sinking fund (the "Bond Reserve") as a reserve for the annual payment in the event property taxes captured in any one year are insufficient to pay for the annual payment on the LBRA Bonds and the annual payment on the Additional Funding, as set forth under paragraph (i) above until the balance of the Bond Reserve shall be equal to the annual payment on the LBRA Bonds and Additional Funding. Any amounts remaining in the Bond Reserve upon retirement of the LBRA 17 Bonds and the Additional Funding will revert to the LBRA. Notwithstanding the foregoing primary priority of funding, if the application of the first priority, after consideration of any funds in the City Bond Reserve, leaves insufficient fiords to cover the next twelve months of LBRA Bond payments, then in such event the allocation percentage shall be adjusted so that LBRA shall receive sufficient funds to make the next twelve months of principal and interest payments on the LBRA Bonds. The Developer will provide the City and LBRA with detailed plans and specifications for such infrastructure (after the Developer has obtained plans, specifications and a detailed construction cost budget for the Project) including a detailed itemized summary of the costs for the Approved Eligible Activities (the `Brownfield Plan"). The Brownfield Plan shall be subject to the review and approval by the City and LBRA in their discretion, including a satisfactory review and assurance, that the fair market value of the Property, after completion of the Project, must be sufficient to generate property taxes for repayment of the LBRA Bonds and Additional Financing, with sufficient additional funds for distribution of such tax capture to in accordance with the allocations and for the purposes more particularly set forth in this section. The City shall be a party to all construction contracts for which it is contemplated that any services performed or materials supplied will be funded all or in part by proceeds of the LBRA Bonds absent the prior approval of the City bond counsel. 3.1.2 Other Incentives. The provision of such other financial incentives as Developer shall request and the Public entities shall agree to provide in their sole discretion. 18 3.1.3 MEDC. Nothing in this Agreement shall be construed to require or guarantee approval by the Michigan Strategic Fund Board on behalf of the Michigan Economic Development Corporation ("MEDC") for participation by the State of Michigan in the local Brownfield TIF District through a TIF tax capture of education funds. However, the parties acknowledge that without the approval by the MEDC there would not be sufficient revenues to make all payments required by the City hereunder. 3.1.4 Guaranty. The Developers, Joel Ferguson and Frank Kass, and related development entities, will provide guarantees as required by the Lenders who provide such Additional Funding. 3.1.5 Prevailing Wage. The work performed in connection with completion of the improvements under the Brownfield Plan shall be subject to prevailing wage standards. Article IV Commencement and Completion of Construction 4.1 Definitions. The following definitions shall apply to this Agreement. 4.1.1 "Commencement of Construction" means the commencement of construction of the infrastructure including roads, utilities, plinths and environmental remediation. 4.1.2 "Completion of Construction" means the date on which the Developer substantially completes construction of the Project in accordance with the plans and specifications and is issued all certificates of occupancy(whether temporary or final). 4.1.3 "Project Schedule" shall mean the schedule of development of plans and Completion of Construction as reflected in the Project Schedule on Exhibit B attached hereto. The Project Schedule may be amended subsequent to the execution hereof, but in no event later than the first to occur of: (i) approval of the Brownfield Plan by LBRA or the City; or (ii) sixty (60) days prior to Closing, provided however in the event that the 19 Project Schedule is so amended, the City and LBRA shall have an additional opportunity to review and approve the amended Project Schedule pursuant to Section 1.3.2 and 1.3.5. 4.2 Prosecution and Standard of Construction. 4.2.1 Constriction Standards. All construction shall be carried out in a good and workman like manner, using first class materials, and in accordance with all applicable Federal, State and local laws, ordinances, rules and regulations of governmental authorities having jurisdiction over the constriction, the Developer, or the Project, and the construction shall be performed in accordance with the Plans and Specifications that have first been approved pursuant to Article II. Developer agrees to require Developer's subcontractors and other third parties to comply with the Developer's obligation under this Section. Developer and its assigns, contractors, agents, representatives and heirs (collectively, the "Development Parties") do hereby agree that once the value of permits and fees are determined and paid for on the Developer's behalf, amounts expended for such permits and fees shall not be contested or refunded to any Development Party to include, but not be limited to, plan review, building permits, trade permits, site plans, etc. 4.2.2 Changes in Construction Plans. If the Developer desires to make any material change in the construction plans after their approval by the City, the Developer shall notify the City of the proposed change and request its review and approval, which will not be unreasonably withheld. The City shall respond in writing within fifteen (15) business days in accordance with the City's right to approve, as set forth in this Agreement. City approval will not be unreasonably withheld, but is expressly understood that the City's right to approve such material changes is subject to the same approval rights which the City is granted with respect to approval of the original plans and specifications as set forth in this Agreement. 4.2.3 Progress Reports. Subsequent to conveyance of the Red Cedar Property to the Developer and until Completion of Construction, the Developer shall make reports in such detail and at such times as may be reasonably requested by the City as to the actual progress of the Developer with respect to such construction, but in no event shall such reports be required to be made more frequently than monthly, nor shall any report be due less than thirty (30) days following a request for same by the City. 20 4.2.4 Commencement of Construction. The Developer shall promptly begin and diligently prosecute to the completion the development of the Property through the construction of the improvements. Such construction shall be commenced no later than 60 calendar days from the date of Closing, in accordance with the Project Schedule. The Project Schedule will be adjusted in the event the contingencies, as set forth in this Agreement, are not met for Closing to occur in accordance with the Project Schedule, in which event the Project Schedule will be adjusted by an amount equal to the additional time which was required for removal of the contingencies. 4.2.5 Completion of Construction. Subject to the provisions of this Agreement, the Developer hereby covenants that after Commencement of Construction, it shall diligently prosecute the Project to Completion of Construction in accordance with the approved Plans and Specifications. Construction of the improvements will be completed in accordance with the Project Schedule, attached hereto as Exhibit B. Article V Representations and Warranties of Developer As a material inducement for execution of this Agreement by the Public Entities, Developer represents, warrants and covenants to the Public Entities as follows: 5.1 Organization. The Developer is duly organized under the laws of the State of Delaware and is authorized to do business in the State of Michigan. 5.2 Authorization. The Developer, by its execution of this Agreement, specifically represents and warrants that it has the authority to enter into this Agreement and to perform its terms and conditions and that this Agreement is the fully binding and enforceable obligation of the Developer. 5.3 Student Housing. The Developer agrees that the Student Housing units will be confined to the portion of the Property East of the easternmost point of the property on Michigan Avenue and no Student Housing will be constructed on the Western half of the Property. 21 5.4 Conference Center. The Developer agrees that a hotel or conference center containing in excess of 15,000 square feet of meeting, exhibit and/or conference facilities will not be constructed on the Property absent the prior written approval of the City. 5.5 Relocation of Business. The Developer warrants that no existing retail or restaurant business within the City of Lansing or East Lansing ("Protected Area") will be relocated to the Property ('Relocating Tenant") without the consent of the LEDC unless: (i) the Relocating Tenant is being replaced by a new tenant, (ii) the Relocating Tenant has been required by its landlord to relocate from its current location, or (iii) the Relocating Tenant is in need of additional space for its business or operations, and additional space is not then available in the Relocating Tenant's existing building, or (iv) the Relocating Tenant's lease has expired. In all other cases, before a tenant can relocate from other buildings within the Protected Area, the Developer must obtain the written consent of the LEDC. This restriction of relocation only applies to the initial restaurant or retail business relocating to the Property upon completion of construction. 5.6 Utility Improvements. The Developer shall be responsible for construction, relocation and installation of any utility for the project, including connections or improvements to existing utility systems. The utilities include but are not limited to water, sewer, storm drain mains, electric, telephone or other public utility lines, owned by any public utility company. The Developer shall be responsible for obtaining any permits required for any such installation without any cost to the City. 5.7 Drainage District. The Parties acknowledge that the Property is located within the Montgomery Drainage District as defined in the Michigan Drain Code (MCL Section 280.5). The City has requested the Ingham County Drain Commissioner undertake a proposed drain 22 project on the Montgomery Drain. The City and Developer each acknowledge that any and all action taken in relation with the proposed drain project will be in conformance with the Drain Code of 1956, MCL 280.1 et. seq. 5.8 Right of Entry for Utility Service. The City and any public utility company, as may be appropriate, have the unqualified right to enter upon the Property, at reasonable times, for the purpose of reconstructing, maintaining, repairing or servicing any public utilities located or to be located on the Property. 5.9 Developer Not to Construct Over Utility Easements. The Developer shall not construct any building or other structure or improvement on, over, or within the boundary lines of any easement for public utilities described or referred to in this Agreement, the ALTA survey (if any) or the Warranty Deed, unless such construction is provided for in such easement or has been approved by the City or the applicable public agency. If approval for such construction is requested by the Developer, the City approval shall not be unreasonably withheld or delayed. 5.10 Park Property. 5.10.1 The Developer agrees to install at its sole expense a connected Boardwalk within the Park Property in accordance with a design and specifications prepared by the Developer consistent with the standards set forth herein and approved by the City after review by the Lansing Parks Board prior to a Closing on the Red Cedar Property. Maintenance of the Park Property, including the connected Boardwalk, will be the obligation of the Developer and/or the Drain Commissioner, pursuant to an agreement between the Drain Commissioner, Developer and the City. Developer's obligation to maintain the Park Property will terminate upon full payment of the Brownfield Bonds. On or prior to the Closing, the City and Developer shall establish a mechanism, 23 acceptable to both in their mutual discretion, to assure proper funding for such maintenance responsibilities, including a definitive description of what "maintenance" of the Park Property shall include, which definitive description shall be incorporated into the document described in Section 1.4.3.2. 5.10.2 Improvements to the Park Property itself shall be jointly designed and built by the Ingham County Drain Commissioner, the City (after consultation with the Lansing Parks Board) and Developer, with the cost of same allocated among such parties in accordance with their mutual agreement (the "Parks Agreement"). 5.11 Legal Expenses. Except for the City's legal fees associated with issuance of the LBRA Bond (which shall be capitalized in the LBRA Bond), following receipt thereof, the Developer shall promptly pay all invoices for the City's legal fees for services rendered on or before the date of Closing in connection with carrying out the terms of this Agreement ("Legal Fees"), Such invoices will detail the hours billed. The Developer shall be entitled to a reimbursement immediately following Closing payable by the City out of the Purchase Price proceeds, which reimbursement shall be equal to fifty percent (50%) of such Legal Fees. 5.12 Developer agrees that it will not require the relocation of the Board of Water and Light substation located on the Red Cedar Property and the easement granted to the Board of Water and Light in connection therewith is acknowledged to be a Permitted Encumbrance. Article VI Representations and Warranties of the City 6.1 Subject to the provisions of Section 9.17, the City, by its execution of this Agreement, specifically represents and warrants that it has the authority to enter into this 24 Agreement and to perform its terms and conditions and that this agreement is the fully binding and enforceable obligation of the City. Article VII Restrictions on Assignment and Transfer 7.1 The Developer represents and agrees that its purchase of the Red Cedar Property (and Corner Parcel and Supplemental Parcel if applicable) and its other undertakings pursuant to this Agreement are and will be used, for the purpose of development of the Project as stated in this agreement and not for speculation in land holding. The Developer further recognizes that, in view of the facts that (i) the development of the Project is important to the general welfare of the community, and (ii) the qualifications and identity of the Developer, and members are of particular concern to the City; any act or transaction involving or resulting in a change with respect to the identity of the principals of the Developer is for practical purposes a transfer or disposition of the property then owned by the Developer,. The Developer further recognizes that it is because of such qualifications and identity that the City is entering into the Agreement with the Developer, and in so doing, is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants hereby by it to be performed. 7.2 Restriction on Transfer of Property and Assignment of Agreement. Except for any pledge of, or grant of a security interest in, the Property for the purpose of obtaining financing necessary to enable the Developer or any approved successor in interest to the Property to perform its obligations with respect to making improvements under the Agreement and except for any other purposes expressly authorized which includes transfers to Independent Purchaser and transfers for construction and operation of a hotel, in this Agreement, any transfer, pledge or 25 assignment of more than Forty percent (40%) of the Property (excluding a conventional lease) or assignment of this Agreement prior to substantial completion of constriction and issuance of a temporary Certificate of Occupancy, requires the prior approval of the City, which approval will not be unreasonably withheld or delayed, provided however, the City shall give consent to a transfer was disclosed to the City as part of its required disclosures pursuant to Section 1.3, which transfer is to a purchaser which agrees to construct and own a building on the Red Cedar Property pursuant to a purchase agreement consistent with that contemplated for the location hereunder. In such a latter event however, the plans and specifications for such building shall remain subject to the terms of this Agreement. In the event of permissible transfers under this paragraph, the Developer will also continue to be responsible for having the property transferred to be in compliance with the terms of this Agreement. 7.3 Information as to Members. In order to assist in the effectuation of the purposes of this Article, the Developer agrees to inform the City of the identity of its members and each Member's percentage of ownership prior to the Developer's placement of this Agreement on file. Furthermore, the Developer agrees that during the period between the execution of this Agreement and Completion of Construction, the Developer shall prior to the date of the change notify the City of any and all proposed changes whatsoever in the identity of the Members. The City shall have consent rights as to any transfer, individually or in combination with any other transfer following the date hereof, of more than Forty percent (40%) of the membership interests of the Developer. 7.4 Termination of Prohibition on Transfer or Assignment. The prohibitions in this Article VU shall cease and terminate upon Completion of Construction. 26 Article VIII Remedies 8.1 General. If any party hereto (the "Defaulting Party") shall fail to perform any of its obligations under this Agreement, then the Party not in default (the "Non-Defaulting Party") shall provide notice of such failure to the Defaulting Party and afford the Defaulting Party a grace period to cure said failure as follows: 8.1.1 Where a grace period is specifically provided for in any section of this Agreement, that specific grace period shall apply. 8.1.2 Where a grace period is not specifically provided for in any other section of this Agreement, the Defaulting Party shall afford the Non-Defaulting Party a grace period of: (i) five (5) business days to cure monetary failure; and (ii) thirty (30) days to cure any non-monetary default; provided, however, that if any non-monetary failure cannot be cured within such 30-day period, the Defaulting Party shall be afforded such additional time as shall be reasonably required to cure such failure, if the Defaulting Party has commenced the appropriate cure within said initial 30-day period and thereafter proceeds with reasonable diligence to cure said failure. 8.1.3 If any failure to perform shall not have been cured by the expiration of the applicable grace period, then a "Default' shall be deemed to have occurred and the Non- Defaulting Party shall have the rights and remedies set forth in the remainder of this Article VIII. 8.2 Termination by the Developer Prior to Conveyance. Except as otherwise provided in this Agreement, in the event the City does not tender conveyance of the Red Cedar Property, or possession thereof, in the manner and condition, and by the date provided in the 27 Agreement, and such failure is a breach by the City under this Agreement and shall not be cured within thirty (30) days after the date of written demand by the Developer; then this Agreement shall, at the option of the Developer, be terminated or the Developer may compel specific performance of the City's obligation under this Agreement. All deadlines for performance by Developer shall be extended by one (1) day for every day the City shall be in default of its obligations hereunder. 8.3 Termination by City. 8.3.1 Except as otherwise provided in this Agreement, the City may terminate this Agreement prior to Closing, after the expiration of the Cure Period as provided under paragraph 8.1 above, upon the happening of any of the following: (i) the Developer (or any successor in interest) assigns the Agreement, or any rights therein or in the Development Site except as expressly permitted herein; (ii) any change in more than Forty percent (40%) of the membership interests of the Developer, individually or in combination with any other transfer following the date hereof, and which has not been approved by the City; (iii) any transfer or attempt to transfer all or part of the Property except as expressly permitted under the terms of this Agreement; or (iv) the Developer is in default of a material obligation or undertaking required to be performed by the Developer. 8.3.2 To be effective, termination shall be by written notice from the City to the Developer. 8.3.3 If the City terminates this Agreement, the Developer shall be financially responsible for all work performed by or on behalf of the Developer with respect to the Project or Property prior to termination. 28 8.4 Rights and Remedies Cumulative. The parties have elected to provide for arbitration of disputes, as more particularly set forth in Section 8.6 below. The parties shall be entitled to assert in such arbitration proceedings all the rights and remedies available at law, in equity or in this Agreement to enforce all Parties' rights and obligations under this Agreement, including but not limited to the right to seek specific performance. All remedies shall be cumulative and none will be exclusive of any other. The exercise by either party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other party. No waiver made by either such party with respect to the performance, or manner or time thereof, or any obligation under this Agreement shall be considered a waiver of any rights of the party making the waiver with respect to the particular obligation of the other party or condition to its own obligation beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights of the party making the waiver or any other obligations of the other party. The parties agree that some legal remedies may be inadequate and that equitable remedies, including but not limited to specific performance and injunctive relief, are more appropriate. The parties further agree that in the event the City asserts a claim for breach of contract (whether in law or equity) alleging that the Developer or an affiliate is seeking to enter into or has executed, one or more leases to prospective tenants in violation of this Agreement, any defense of tortious interference with contract shall be deemed waived in consideration of this Agreement. To the extent permitted by law, the parties agree that the jurisdiction and venue for any action brought to enforce any arbitration award or determination, or otherwise arising from rights under this Agreement shall be solely in the state courts in Ingham County, Michigan. 29 To the extent permitted by law, the parties agree that in any action (whether through arbitration or court enforcement proceedings) brought pursuant to, arising from, or to enforce any provision of, this Agreement, the prevailing party shall, in addition to any other remedy, be entitled to recover its costs, including, without limitation, actual, reasonable filing fees, legal fees, expert fees, discovery expenses and other costs incurred to investigate, bring, maintain or defend any such action from its first accrual or first notice thereof through all appellate and collection proceedings. 8.5 Remedies for Failure to Comply with Project Schedule. The Developer agrees to complete such portions of the Project in a manner that such portions will be placed upon the property tax rolls by the City's Assessor and generate payment of property taxes for payment of the LBRA Bonds in accordance with the Brownfield Plan. In the event there is a delay in completion of such portions of the Project that result in a deficiency for payment of property taxes for repayment of the LBRA Bonds, then the Developer will upon demand from the City immediately pay such deficiency and continue to pay such deficiency until such portions of the Project have been completed and generate property taxes sufficient to pay the LBRA Bonds. 8.6 Arbitration. In the event that the Parties hereto are in disagreement as to any term, condition, covenant or agreement contained in this Agreement, or the schedules attached hereto, or the performance or satisfaction thereof by either Party, or in the event any Party asserts that another Party has committed a breach thereof, the Party asserting a violation of this Agreement may give written notice of such disagreement or asserted breach to the other Party; and if the Parties are unable to agree upon settlement of the matter in dispute, they may refer the matter to arbitration by giving ten (10) days' written notice to the other Party of a desire to submit the matter to arbitration and by appointing an arbitrator. Within ten (10) days after 30 receiving such notice, the other Party shall in like manner give written notice of the appointment of a second arbitrator, or if such other Party shall fail to so appoint an arbitrator, then the initiating Party may apply to the American Arbitration Association to appoint the second arbitrator in accordance with the rules of the Association for the Arbitration of Commercial Disputes. Within ten (10) days after the appointment of two arbitrators, the two arbitrators so appointed shall select a third arbitrator. If such two arbitrators cannot agree upon the appointment of a third arbitrator within such time, then any Party may apply to the American Arbitration Association to appoint a third arbitrator, which third arbitrator shall be appointed within ten (10) days after the expiration of the initial ten (10) day period referred to in the preceding sentence. The arbitrators shall render their decision within thirty (30) days of appointment of the third arbitrator. The arbitration proceedings shall be conducted in the city of Lansing, Michigan, under the rules of the American Arbitration Association, and the decision of the majority of the arbitrators shall be final and binding on all Parties and may, if necessary or appropriate, be enforced in any court of competent jurisdiction. The costs and expense of the arbitration, but not including any expense incurred with respect to counsel fees and charges for witnesses, shall be assessed against any Party in such manner as may be determined by a majority of the arbitrators. The arbitrators are hereby authorized to award reasonable interest on any payments they order to be made. Article IX Miscellaneous 9.1 Conflict of Interests: City Representatives Not Individual Liable. No member, official, employee or agent of the City shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision related 31 to the Agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, employee or agent of the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City or for any amount which shall become due to the Developer or successor or on any obligations under the terms of the Agreement. 9.2 Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring title to the property from the City to the Developer or any successor in interest, and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. 9.3 Titles of Articles and Sections. Any titles of several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 9.4 Time. The Developer agrees that time is of the essence of this Agreement and every covenant, terms, condition and provision hereof. , 9.5 Notices and Demands. Any notice, demand or other communication under the Agreement by any party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, Notice made in accordance with this section will be deemed delivered on receipt if by hand, or on the next business day after mailing or deposit with an overnight courier service if delivered by express mail or overnight courier, and: If to the Developer, to: Ferguson/Continental Lansing, LLC Attention Franklin E. Kass 150 E. Broad Street, Suite 200 Columbus, Ohio 43215 32 With a copy to: Ferguson/Continental Lansing, LLC Attention Joel I. Ferguson 1223 Turner Street Lansing, Michigan 48906 And a copy to: REID AND REID Attention Patrick T. Reid 110 W. Michigan Avenue, Suite 750 Lansing, Michigan 48933 If to a Public Entity: Lansing Economic Area Partnership Attention Robert L. Trezise, Jr. 1000 S. Washington Avenue, Suite 201 Lansing, Michigan 48910 With a copy to: City Attorney Janene McIntyre 51h Floor, City Hall Lansing, MI 48933 or to such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. 9.6 Right in Third Parties. Nothing in this Agreement shall be construed to constitute or create rights, expectations or benefits in any person, firm, or other entity against the parties hereto (as third party beneficiaries or otherwise) or to create obligations or responsibilities of the parties thereto to such third parties or to permit anyone other than the parties thereto and their respective successors and assigns to rely upon the covenants, conditions, and agreements herein contained. 9.7 Counterparts. This Agreement may be executed in counterparts and all so executed shall constitute one agreement binding on all the parties hereto, notwithstanding that all the parties hereto are not signatories to the original or to the same counterparts. 33 9.8 Extension. The City may, at its sole discretion, upon written request of the Developer or for other justifiable reasons, grant written extension of due dates found in this Agreement. 9.9 Severability. The invalidity of any portion of this Agreement or of the attachment incorporated herein shall not affect the validity of the remainder thereof. 9.10 Subsequent Waivers. One or more waivers of any provision, covenant, condition or warranty of this Agreement shall not be construed as a waiver of a subsequent breach of the same provision, covenant, condition or warranty or as a waiver of a subsequent breach of other provisions, covenants, conditions or warranties. The consent or approval to or for any act shall not be deemed to render unnecessary the consent or approval to or for any subsequent similar act. 9.11 Permits. Any permits or licenses required by federal, state or local laws for the construction of improvements on the Property or the development of the same shall be the sole responsibility of the Developer. 9.12 Mutual Authorship. This Agreement was negotiated between the parties and is, therefore, deemed to have been mutually drafted by the parties. 9.13 Integration. This Agreement contains the whole and entire agreement by and between the City and the Developer and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, relating to the subject matter set forth herein. It supersedes and replaces any prior or contemporaneous agreements whether written or verbal, express or implied. 9.14 Amendment. This Agreement may be modified or amended only by written document signed and delivered by all the Parties. 34 9.15 Conflict. In the event of conflict between the terms and provisions of this Agreement and any other development documents, the terms and provisions of this Agreement shall control, unless expressly provided otherwise. 9.16 Time of the Essence. Time shall be of the essence of this Agreement. 9.17 Binding_Agreement. The City has a right to accept or reject this Agreement after it has been filed for 30 days in accordance with the City Charter. This Agreement is binding on the Developer evidenced by its signature to this Agreement, at the time the Developer is delivering this Agreement to the City for placing it on file with the City Clerk and continuing until this Agreement has been accepted or rejected in accordance with the City Charter. 9.18 Facsimile or Electronic Copy. A facsimile or electronic copy of a signature to this Agreement will be deemed to be the same as an original. 35 Exhibits Exhibit A - Legal Description of Property Exhibit B - Project Schedule Exhibit C - Approximate Depiction of Supplemental Parcel and Floodplain Exhibit D - Depiction of Student Housing [Signature pages follow.] 36 IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Development Agreement on the date first written above. CITY OF LANSING: By-�tero Its: Mayor STATE OF MICHIGAN ) )ss COUNTY OF INGHAM ) The foregoing instrument was acknowledged before me this 6 day of November, 2014 by Virg Bernero, as Mayor of the City of Lansing, by him to be his free act and voluntary deed. a NOTARY PUBLIC CT STATEBOFALL MICHIGAN , Notary Public COUNTY OF INGHAM MY Commission Expires Act Acting in the County of Ingham 17 My commission expires:County, I here tctify tha ds are quire foes transaction: F' a irec r/Controller Approved as to form only: it tt rney, Janene McIntyre S-1 IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Development Agreement on the date first written above. FERGUSOMCONTINENTAL LANSING, LLC: By: Hallmark Lansing,LLC Its: tuber By: Franklin E. Kass Its: Member STATE OF MICHIGAN ) COUNTY OF -X 0611,01YO ass The foregoing instrument was acknowledged before me this la'*fday of November, 2014 by Franklin E. Kass, as Member of Hallmark Lansing, LLC as Member of Ferguson\Continental Lansing, LLC,by him to be his free actaanvoluntaryed. KENNETH W.BEALL Notary Public NOTARY PUBLIC-STATE OF MICHIGAN County, COUNTY OF INGHAM My Commission Expires Aug.1,2017 My commission expires: Acting In the County of Ingham FERGUSON\CONTINENTAL LANSING, LLC: By: Red Cedar Investor,LLC Its: Member J -'� B By: Joel I. Ferguson Il : Member STATE OF MICHIGAN ) / )SS COUNTY OF INGHAM ) The foregoing instrument was acknowledged before me this 64 VIday of November, 2014 by Joel I. Ferguson, as Member of Red Cedar Investor, LLC as Member of Ferguson\Continental Lansing, LLC, by him to be his free act and voluntary deed. - Notary Public KENNETH W.BEALL County, NOTARY PUBLIC.STATE OF MICHIGAN My commission expires: My Commission OF INGHAM 2017 Acting In the County of Ingham S-2 IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Development Agreement on the date first written above. LANSING BROWNFIELD REDEVELOP- MENT AU OR�TY, a Michigan Brownfield At O/ By: obert ATrezise. r. Its: LBRA Authorized Represe atj STATE OF MICHIGAN ) )ss COUNTY OF INGHAM ) The foregoing instrument was acknowledged before me this G'�hday of November, 2014 by Robert L. Trezise, Jr., as LBRA Authorized Representative of Lansing Brownfield Redevelopment Authority, by him to be his free act and voluntary deed. Notary Public NOTARY PUBLIC T START F MICHIGAN County, O COUNTYOFINGHAM My commission expires: My Commission Expires Aug.1,2017 Acting In the County of Ingham - S-3 [AWEWITY OF LANSING\REDCEDAR\RED_CEDAR DEVEIAPMENT-AGREEMENT-CITY.EV.DOCX EXHIBIT A LEGAL DESCRIPTION [Red Cedar Property] A parcel of land in the Southeast 1/4 of Section 14, 14 N.— R.2 W., City of Lansing, Ingham County, Michigan, described as follows: Beginning at a point on the East line of sold Section which is 119.50 feet, S.00° 33'-40'W., of the East 1/4 corner of said Section; thence continuing S.OW-33'-40"IN., on the East line of said Section, 540.50 feet; thence N.8g*-37'-22'W., 1020.84 feet to a line common with a deed recorded in Liber 575, Page 438, Ingham County Records; thence N.00*-22'-38"E., on said common line, 540.50 feet to the South right of way line of Michigan Avenue (so—called); thence 5.89'—V-22"E., on said South right of way line, 1022.58 feet to the point of beginning, containing 12.68 acres of land and subject to any easements of record. LEGS DESCRIPTION: Part of the Southwest 114 of Section IJ and the Southeast 114 of Sectlon 14, 774 M—R2 W, City of Lansing Ingham Count% Michigan, described as follows., Commencing at the Southwest Corner of lot 23 Supervisors Plot No, 1, recorded In 11ber 12, page 27 of plots, Ingham County recordT, sold point being on the West line of said Section IJ 680.00 (vet, S00*—,YJ'-40'W, of the West 114 Corner of said Section U; thence N.89*-48'-40"E., on the South Ine of Supervisors Plot No. 1, 206.60 feet to the East line of CYIn Avenue and the Southwest Career of Lot 17; thence N.00!-33-10"W, on the East 11he of Olin Avenue, 100,00 feet thence M89'-48'-38'E, 259.81 feet to West line of Cooper Street, thence 500I-221-22T, on sold West Tine, 100.00 feet to the Southeast Corner of Lot 17- thence N.89*-481-40"E, 49�50 feet to the East 11ne of Cooper Street and the Southwest Comer of Lot 15,- thence X00*-22-22W, on said East Ane, 100.00 feet thence N.89=48-42T, 415,81 feet to West 11he of Reniger Court,- thence SOO'-44-49 jr, on said West line, IWOO feet to Southeast Corner of Lot 15, thence &89*-48-40'E, 50.00 feet to East Ane of Renlger Court and the Southwest Corner of Lot 6; thence &00*-44'_49W, on sold East line, 100.00 feet, thence N894-48t-43OE, 19,918 feet to the East line of lot 6; thence 5.00'-54'_10"F., on sold East AnA 50,00 feet; thence N.891-48'-38T, 33213 feet- thence ,500-35-20'E, 743 feet to North shore Ike of the Red Cedar River.. thence Westerly on sold North line 2822 feet, more or less- thence IV,00*—J2' 01'r, 19800 feet,* thence M63*-27-59'W,, 565.00 feet, thence 1V,89*-27'-59"W, J05,00 feet to a point which is 2475 feet, East of the West line of the East 112 of the Southeast 114,- thence N.001-32'-011E, parallel said West 11ne, 6I3.50 feet to the South light—of—way 11he of Ulchilon Avenue (so—colled),• thence S.89*—J7-22E, on sold right—of-way line, 26400 feet, thence $.00'-22'-38"W, 540.50 feet- thence 589*—J7-222F, 1020.84 feet to the point of beginning, containing 45.27 acres, mom or less. Subject to easements, covenants, conditions, restrictions and/or reservations of record If any. EXCEPT: A parcel of land in the Southeast 1/4 of Section 14, T4N, R2W, City of Lansing, Ingham County, Michigan, described as follows: Excepting all land herein described lying between the north shore line of the Red Cedar River and a line denoted on the City drawing, as set forth in Exhibit C, which is a line of delineated floodplain and containing approximately 22.08 acres. And except: the Supplemental Parcel. [Corner Parcel] A parcel of land in the Southwest '/4 of Section 14, T4N, R2W, City of Lansing, Ingham County, Michigan, described as follows: Commencing at the East '/4 Corner of Section 14, thence South 660.00 feet; thence West 1,020.84 feet to the Point of Beginning; thence North 540.50 feet to the south right of way line of Michigan Avenue; thence West 264.00 feet to the east right of way line of Clippert Street; thence South 540.50 feet; thence East 264.00 feet to the Point of Beginning and containing approximately 3.28 acres. [Park Property] A parcel of land in the Southeast '/4 of Section 14, T4N, R2W, City of Lansing, Ingham County, Michigan, described as follows: All land herein described lying between the north shore line of the Red Cedar River and a line denoted on the City drawing, as set forth in Exhibit C, which is a line of delineated floodplain and containing approximately 22.08 acres. 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