HomeMy WebLinkAboutRed Cedar Amended and Restated Real Estate Purchase and Development Agreement �,.j ( 1
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AMENDED AND RESTATED REAL ESTATE PURCHASE AND DEVELOPMENT
AGREEMENT
THIS AMENDED AND RESTATED REAL ESTATE PURCHASE AND DEVELOPMENT
AGREEMENT (this "Agreement") is made and entered into as of the day of ,
2018, by and between the CITY OF LANSING, a Michigan municipal corporation (the "City")
and CONTINENTAL/FERGUSON LANSING, LLC, a Delaware limited liability company
("Developer"). The City and Developer are individually each a "Party" and collectively the
"Parties."
RECITALS
A. The City, Developer, the Lansing Economic Development Corporation ("LEDC"), the
Lansing Brownfield Redevelopment Authority("LBRA"),Joel Ferguson("Ferguson"), and Frank
Kass ("Kass") entered into that certain Real Estate Purchase and Development Agreement dated
November 6, 2014 (the "November 2014 Agreement").
B. The City is a municipal corporation organized and existing under and pursuant to the
Michigan Home Rule Cities Act, 1909 PA 279, as amended (M.C.L. §§ 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.
C. Developer is a Delaware limited liability company authorized to do business in Michigan.
D. By entering into this Agreement, the City and Developer desire to amend and restate the
terms of the November 2014 Agreement and, in so doing, remove LEDC, LBRA, Ferguson, and
Kass as parties to the Agreement.
E. The City owns the following parcels of real property:
1. The approximately 35.57- acre parcel described on Exhibit A-1 }attached
hereto and made a part hereof(the "Purchase Property"), which consists of the
following:
a. The approximately 30.77-acre parcel described on Exhibit A-1-A
attached hereto and made a part hereof(the"Red Cedar Property");
b. The approximately 1.52-acre parcel described on Exhibit A-1-13
attached hereto and made a part hereof(the "Supplemental Parcel");
c.The approximately 3.28-acre parcel described on Exhibit A-1-C attached
hereto and made a part hereof(the "Corner Parcel'); and
2. The approximately 19.90 acre parcel described on Exhibit A-2 attached hereto
and made a part hereof(the "Park Property").
F. The voters of the City, by ballot proposals on November 8, 2011, and November 6, 2012,
authorized the City to sell the Red Cedar Property and the Supplement Parcel.
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G. Developer desires to purchase the Red Cedar Property, Supplemental Parcel, and Corner
Parcel (collectively, the "Purchase Property") from the City.
H. The City desires that Developer purchase and develop the Purchase Property as a mixed-
use project, including an infrastructure of roads and utilities, and construct certain improvements
on the Park Property, as provided herein (the "Project").
I. On November 25, 2015, the City and Developer entered into a Real Estate Purchase
Agreement (the "Sparrow Health Purchase Agreement") to sell the Corner Parcel and
Supplemental Parcel to Edward R. Sparrow Hospital Association ("Sparrow Health"). The
Sparrow Health Purchase Agreement, as amended, has expired and is of no further force or effect.
J. The Red Cedar Property and the Park Property are located in a floodplain and floodway
and may be the subject of environmental contamination (collectively, the "Preexisting
Conditions"). Because these Preexisting Conditions may inhibit and directly affect development
of the Red Cedar Property and the construction of certain improvements on the Park Property,
certain infrastructure improvements and remediation at additional costs will be required to address
the Preexisting Conditions, as set forth in this Agreement.
K. The Purchase Property is located within the Montgomery Drainage District, which is a
drainage district within the meaning M.C.L. § 280.5. The City has requested the Ingham County
Drain Commissioner undertake a proposed drain project on the Montgomery Drain of the
Montgomery Drainage District, and it is the expectation of the parties that any and all action taken
in relation to such proposed drain project will be consistent with the Drain Code of 1956, M.C.L.
§§ 280.1, et. seq.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements
contained herein, the Parties agree as follows:
ARTICLE 1
SALE AND PURCHASE TERMS
1.1 SALE. Subject to the City's governing body approving this Agreement, the City
agrees to sell to the Developer, and the Developer agrees to purchase from the City, the Purchase
Property subject to the terms and conditions set forth herein.
1.2 PURCHASE PRICE. Developer shall pay to the City for the Purchase Property the
stipulated purchase price of Two Million Two Hundred Thousand and 00/100 Dollars
($2,200,000.00) (the "Purchase Price"), which amount shall be paid at the Closing in full by wire
transfer or cashier's check of immediately available funds.
1.3 DUE DILIGENCE
1.3.1 TITLE.
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(a) Developer acknowledges that it has had the opportunity to review a
title commitment prepared by Fidelity National Title Insurance Company (the "Title Company")
for the Red Cedar Property and Supplemental Parcel identified as Commitment No. 1 6-1 1 0260
(the "Commitment") and hereby accepts title to the Red Cedar Property and Supplemental Parcel
subject to the matters of record, exceptions and restrictions identified therein. Subject to the
removal of the right of reverter and the release of State of Michigan's subsurface rights to the
Corner Parcel, Developer shall accept title to the Corner Parcel in the condition that exists as of
this date. In the event the City is unable or unwilling to obtain the release of the State of Michigan
subsurface rights on or before May 1,2018,Developer agrees to accept the Corner Parcel at closing
subject to said reservation.
(b) The Title Company,and the Title Policy will be issued with standard
exceptions (except for any survey exception that Developer removes by providing a survey to the
Title Company).
1.3.2 ACCESS. At all times prior to the Closing during the term of this
Agreement, upon not less than two(2) business days prior notice to the City,Developer, its agents
and representatives, shall be entitled to inspect, examine, review, consider and investigate the
Purchase Property and Park Property and all matters relating thereto. If, as a result of Developer's
exercise of its rights under this Section 1.3.2, any damage or physical change occurs to the
Purchase Property, Park Property, or adjoining lands, then Developer shall promptly repair such
damage or return such property to its original condition, at Developer's sole cost and expense, so
as to return any property so damaged to substantially the same condition as existed prior to such
damage or physical change and such obligation shall survive the termination or expiration of this
Agreement. Developer shall furnish evidence of liability insurance of Developer and Developer's
contractors in amounts reasonably acceptable to the City prior to entry on the Purchase Property
or Park Property.
1.4 CONDITION OF PROPERTY. Except as expressly set forth in this Agreement
and those required to be given under the deed, it is understood and agreed that City is not making
and has not at any time made any warranties or representations of any kind or character, expressed
or implied, with respect to the Purchase Property and such investigations of the Park Property,for
work performed by Developer on the Park Property, including, but not limited to, any warranties
or representations as to habitability, merchantability, fitness for a particular purpose, title, zoning,
tax consequences, soil conditions, subsurface conditions, latent or patent physical or
environmental conditions, conditions for flooding, utilities, operating history, valuation,
governmental approvals, the compliance of the property with governmental laws, the truth,
accuracy or completeness of the property documents, or any other matter or thing regarding the
Purchase Property or Park Property. Developer acknowledges and agrees that upon closing City
shall sell and convey to Developer and Developer shall accept the Purchase Property"as is,where
is,with all faults",except to the extent expressly provided otherwise in this Agreement. Developer
has not relied and will not rely on, and City is not liable for or bound by, any expressed or implied
warranties, guaranties, statements, representations or information pertaining to the property or
relating thereto made or furnished by City or any agent representing or purporting to represent
City,to whomever made or given, directly or indirectly, orally or in writing,unless specifically set
forth in this Agreement. Developer represents to City that Developer has conducted, or will
conduct prior to closing,such investigations of the Purchase Property and Park Property,including
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but not limited to, the physical and environmental conditions thereof, as Developer deems
necessary to satisfy itself as to the condition of the property and the existence or nonexistence or
curative action to be taken with respect to any hazardous or toxic substances on or discharged from
either property, and will rely solely upon same and not upon any information provided by or on
behalf of City or its agents or employees with respect thereto, other than such representations,
warranties and covenants of City as are expressly set forth in this Agreement in Article 4. Upon
closing, Developer shall be deemed to have waived, relinquished and released City from and
against any and all claims, demands,causes of action, in law or in equity(including but not limited
to causes of action in tort and contract), losses, damages, liabilities, costs and expenses (including
attorneys' fees and court costs) of any and every kind or character, known or unknown, which
Developer might have asserted or alleged against City at any time by reason of physical conditions
or violations of any applicable laws (including, without limitation, any environmental laws)
relating to the Purchase Property or for work performed by Developer on the Park Property.
ARTICLE 2
CLOSING
2.1 TIME AND PLACE FOR CLOSING. The closing on the conveyance of the
Purchase Property to Developer contemplated herein shall occur within sixty (60) days following
the satisfaction(or waiver)of all conditions precedent set forth in Section 2.4.1 and 2.4.2(Closing).
If all conditions identified in Section 2.4.1 and 2.4.2 hereof are not met or waived by September
30, 2018, this Agreement shall be deemed terminated and without any further force or effect
(except for those obligations that are specifically stated in this Agreement to survive its
termination), without any action required by either party. The Closing shall occur at a mutually
agreeable time and date at the office of the Title Company or such other location as mutually
agreed upon by the City and the Developer.
2.2 CLOSING DELIVERABLES.
2.2.1 CITY CLOSING DELIVERABLES. The City shall deliver to the Title
Company, on or before the date of Closing, the following documents (collectively, the "City
Closing Deliverables"):
(a) A quit claim deed (the "Quit Claim Deed");
(b) A certificate made by the City stating that the representations and
warranties set forth in Article 4 are true and correct as of the date of Closing;
(c) Duplicate counterparts to a closing statement identifying the closing
costs;
(d) Duplicate counterparts to the Parks Agreement identified in Section
5.8; and
(e) All documents reasonably required by the Title Company to issue
the Title Policy.
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2.2.2 DEVELOPER CLOSING DELIVERABLES. The Developer shall deliver
to the Title Company, on or before the date of Closing, the following monies and documents
(collectively,the "Developer Closing Deliverables"):
(a) The Purchase Price, plus all closing costs pursuant to the terms of
this Agreement, including but not limited to the City's legal fees;
(b) A certificate made by the Developer stating that the representations
and warranties set forth in Article 3 are true and correct as of the date of Closing;
(c) Proof of Developer's authority and authorization to enter into this
Agreement and perform Developer's obligations under this Agreement as may be reasonably
required by the Title Company;
(d) Duplicate counterparts to a closing statement identifying the closing
costs;
(e) Duplicate counterparts to the Parks Agreement; and
(f) All documents reasonably required by the title Company in order to
issue the Title Policy.
2.3 CLOSING COSTS.
2.3.1 TAXES AND SPECIAL ASSESSMENTS. The Purchase Property will be
exempt from taxation at the time of Closing. The Developer understands that the Purchase
Property shall be placed on the appropriate tax rolls on the 31" day of December immediately
following the sale of the Purchase Property. 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 Purchase Property as a result of the Montgomery Drain
District, regardless of the date of imposition of such assessments.
2.3.2 TITLE INSURANCE. The Developer shall pay the premium for the Title
Policy, any Lender's Policy of Title Insurance, and the cost of any endorsements to either.
2.3.3 RECORDING FEES. Developer shall pay all costs associated with
recording the Quit Claim Deed.
2.3.4 ESCROW FEES AND OTHER CLOSING COSTS. Developer shall be
responsible for 100% of any and all escrow fees or other closings costs charged by the Title
Company.
2.3.5 SURVEYS. Developer shall pay the cost of any surveys or drawings which
it obtains or which may be reasonably requested by the City for the purpose of obtaining approvals
related to the Project.
2.4 CONDITIONS PRECEDENT TO CLOSING.
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2.4.1 Developer's obligation to Close is and shall be conditioned on the following
conditions being satisfied or waived by the Developer by the applicable deadline(collectively,the
"Developer Conditions Precedent"):
(a) Developer shall have obtained a joint permit from the MDEQ and
the U.S. Army Corps of Engineers and necessary permits from the Ingham County Drain
Commissioner for the Drainage Improvements (as defined in Section 2.4.2(n));
(b) the City shall have approved the Conceptual Drawings of the
building(s)to be located on the Purchase Property;
(c) The City through its Planning and Neighborhood Development
Department Site Plan Review Process shall have approved Site Plan for the Purchase Property;
provided, however, that nothing herein contained constitutes a representation nor warranty that
such Site Plan will be approved pursuant to the City Planning and Neighborhood Development
Department Site Plan Review Process;
(d) The City shall have reviewed and approved the Park Property
Riverwalk Plan and the City Lansing Park Board shall have reviewed and provided comments
thereto;
(e) The City through its Planning and Neighborhood Development
Department Site Plan Review Process shall have approved Site Plans for the Park Property
Riverwalk; provided, however, that nothing herein contained constitutes a representation nor
warranty that the Park Property Riverwalk Site Plans will be approved pursuant to the City
Planning and Neighborhood Development Department Site Plan Review Process;
(f) In connection with the terms for funding the Project as set forth in
Article 7, the City and LBRA shall have further approved the Brownfield Plan and Act 381 Work
Plan, to be closed at a time mutually agreed upon between the City and Developer; provided,
however,that nothing herein contained constitutes a representation or warranty that the Brownfield
Plan or Act 381 Work Plan will be approved by the governing bodies of the City and/or LBRA;
(g) The Brownfield Plan and the Act 381 Work Plan shall have received
all other necessary state and local approvals;
(h) The City shall have delivered to the Title Company the City Closing
Deliverables.
(i) The City shall be in compliance with all of its obligations under this
Agreement;
(j) The City of East Lansing shall have adopted a resolution or
resolutions vacating the public right-of-way and properly filed the same pursuant to M.C.L.
560.257 with respect to those portions of Reniger Court and Church Street presently within the
City of East Lansing limits and within the Purchase Property;
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(k) The City shall have adopted a resolution vacating the public right-
of-way and properly filed same pursuant to M.C.L. 560.257 with respect to the portion of Church
Street within the area of the Purchase Property and within the limits of the City.
2.4.2 The City's obligation to Close on the Purchase Property is and shall be
conditioned on the following conditions being satisfied or waived by the City by the applicable
deadline (collectively, the "City Conditions Precedent"):
(a) The City shall have approved the Conceptual Drawings of the
building(s)to be located on Purchase Property;
(b) The City through its Planning and Neighborhood Development
Department Site Plan Review Process shall have approved Site Plans for the Purchase Property
provided, however, that nothing herein contained constitutes a representation nor warranty that
such site plans will be approved pursuant to the City Planning and Neighborhood Development
Department Site Plan Review Process;
(c) The City shall have reviewed and approved the Park Property
Riverwalk Plans and Specifications and the City Lansing Park Board shall have reviewed and
provided comments thereto;
(d) The City through its Planning and Neighborhood Development
Department Site Plan Review Process shall have approved site plans for the Park Property
Riverwalk; provided, however, that nothing herein contained constitutes a representation nor
warranty that the Park Property Riverwalk site plans will be approved pursuant to the City Planning
and Neighborhood Development Department Site Plan Review Process;
(e) The City's approval of the Developer's Project Schedule, which
shall contain at least all the project requirements set forth in Sections 5.1.1, 5.1.2,5.1.3,and herein,
and shall contain affirmative representation from the Developer that there is no known
information, up to and at Closing, such that Completion of Constructions will not be completed
within the timeframes set forth ("Project Schedule").
(f) Each of the representations and warranties made by Developer in
Article 3 of this Agreement and elsewhere in this Agreement shall be true and correct as of the
date of Closing;
(g) Developer shall have delivered to the Title Company the Developer
Closing Deliverables;
(h) Developer shall be in compliance with all of its obligations under
this Agreement and any other agreement required herein, and Developer, its principals, and any
entities controlled by any of Developer's principals or whose obligations are guaranteed by
Developer's principals shall be in compliance with all of their obligations under any other
agreement with the City.
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(i) In connection with the terms for funding the Project as set forth in
Article 7, the City and LBRA shall have satisfied themselves that the Project will generate
sufficiently capture of taxes in an amount necessary to: (i) timely make all payments required
under the terms of the LBRA Bonds (as defined below) and this Agreement; (ii) enable the
Developer to make all payments required pursuant to the terms of the Additional Funding (as
defined below); and (iii)to distribute the tax capture in accordance with the allocations and for the
purposes more particularly set forth in Article 7;
(j) In connection with the terms for funding the Project as set forth in
Article 7,Developer shall have obtained the funding to pay for the Additional Funding(as defined
below) in accordance with the Brownfield Plan, and provided evidence of same satisfactory to the
City in its reasonable discretion, which evidence may include the depositing of the proceeds of
such Additional Funding into a controlled account; and
(k) In connection with the terms for funding the Project as set forth in
Article 7, the City and LBRA shall have further approved the Brownfield Plan and Act 381 Work
Plan, to be closed at a time mutually agreed upon between the City and Developer; provided,
however,that nothing herein contained constitutes a representation or warranty that the Brownfield
Plan or Act 381 Work Plan will be approved by the governing bodies of the City and/or LBRA;
(1) The City shall have approved all documentation related to the
issuance of the LBRA Bonds (as defined in Section 7.3); provided, however, that nothing herein
contained constitutes a representation nor warranty that the documents related to the issuance of
the LBRA Bonds will be approved by the City;
(m) The Brownfield Plan and the Act 381 Work Plan shall have received
all other necessary state and local approvals;
(n) The Ingham County Drain Commissioner shall have substantially
completed the Montgomery Drain District drainage design documents for the proposed
Montgomery Drain District improvements (the "Drainage Improvements");
(o) Developer and City shall have agreed upon a mutually agreeable
Parks Agreement as provided in Section 5.8;
(p) By May 1,2018,Developer shall have procured and provided to the
City an economic impact study prepared by Public Sector Consultants, Inc. or other such entity
designated by the City.
2.4.3 In the event that any of the conditions precedent contained in Sections 2.4.1
and 2.4.2 have not been met, extinguished, waived in writing, or extended in writing, by mutual
agreement, this Agreement shall be terminated upon written notice of either party to the other and
this Agreement will be null and void except for obligations that are provided to expressly survive
the termination or expiration of this Agreement.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF DEVELOPER
As a material inducement for execution of this Agreement by the City, Developer
represents and warrants to the City as follows, as of the date hereof and as of the date of Closing:
3.1 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.
3.2 AUTHORITY. The Developer has (i) all power and authority to enter into this
Agreement and perform its covenants and obligations as set forth hereunder and (ii) entered into
no agreement that would limit or restrict its right to enter into this Agreement and fulfill its
obligations hereunder.
3.3 NO LITIGATION. The Developer has not received any notice of, nor is it aware
of,any pending demand, cause of action, suit,administrative,civil or criminal proceeding asserted
by or against Developer that would materially and adversely impair its ability to perform its
covenants and obligations under this Agreement other than Christopher Jerome, et al. v. Joel
Ferguson, et al., Case 1:16-cv-01116 filed in the United States District Court Western District of
Michigan.
3.4 OTHER AGREEMENTS. Developer is not a party to any agreement or instrument
materially and adversely affecting its present or proposed business,properties or assets, operation
or condition, financial or otherwise, or relating to Montgomery drain design, assessments,
reconstruction, improvements or maintenance,not disclosed to the City in writing; and Developer
is not in default in the performance, observance, or fulfillment of any of the material obligations,
covenants, or conditions set forth in any agreement or instrument to which it is a party.
3.5 OTHER INFORMATION. All other written information,reports,papers, and data
given to the City by Developer with respect to it are accurate and correct in all material respects
and substantially complete insofar as completeness may be necessary to give the City a true and
accurate knowledge of the subject matter, and all projections of future results are, in Developer's
opinion, reasonable.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CITY
Subject to the Lansing City Council approval of this Agreement, the City (i) has
the authority to enter into this Agreement and perform its covenants and obligations as set forth
hereunder and(ii)has entered into no agreement that would limit or restrict the City's right to enter
into this Agreement and fulfill its obligations hereunder.
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ARTICLE 5
DEVELOPMENT OBLIGATIONS
5.1 DEVELOPMENT OF PROJECT. Developer shall develop the Project according
to the terms and conditions of this Agreement, including the following:
5.1.1 MINIMUM PROJECT REQUIREMENTS. The Project shall, at a
minimum, feature the following uses and design elements as set forth in Exhibits C-1 and C-2:
(a) A full-service hotel located on Michigan Avenue ("Full Service
Hotel") of not less than five (5) stories and not less than eighty (80) feet above the grade of
Michigan Avenue to contain: (i) not less than 130 guest rooms; (ii) meeting facilities; and (iii) at
least one commercial space for a restaurant use that is connected to or otherwise residing within
the same structure as the foregoing uses comprising the Full-Service Hotel;
(b) A second and separate structure, a Select Service Hotel structure of
not less than five (5) stories and not less than 80 feet above the grade of Michigan Avenue to
contain not less than 120 rooms ("Select Service Hotel");
(c) Commercial spaces for full-service restaurants, plus other general
commercial and retail space (collectively, the "Commercial Space"), not less than 40,000 square
feet in the aggregate, which shall, at a minimum, be specifically located within buildings as
specified by Section 5.1.3 and attached Exhibit C-1; and
(d) Market-rate housing targeting professional and "empty nester"
markets (the "Market-Rate Non-Student Housing"), which shall be sited or the Purchase Property
pursuant to this Agreement and consisting of not less than fifty-five (55) one-bedroom units and
115 two-bedroom units as depicted in Exhibit C-1;
(e) Housing designed in a manner appealing to a student population(the
"Student Housing"), which shall be sited exclusively in that portion of the Purchase Property that
is east of the easternmost point of the portion of the Red Cedar Property as depicted in Exhibit C-
1 and shall consist of at least 1,248 beds and consisting of at least four(4) stories above grade.
(f) A boardwalk from the easternmost boundary to the westernmost
boundary of the Red Cedar Property (the "Red Cedar Property Riverwalk") as depicted in Exhibit
C and connected to any municipal river trail, or sidewalk network, abutting the Red Cedar
Property,which such Red Cedar Property Riverwalk shall be designed and constructed of a quality
appropriate to withstand local weather and occasional flood conditions, be compliant with any
necessary MDEQ permit specifications, be ADA compliant, and be of an appearance appropriate
for its location as improved, subject to the review of the Lansing Park Board and approval by the
City through its Planning and Neighborhood Development Department Site Plan Review Process;
(g) A walkable pathway connecting the network of rights of way and
walking paths in the Project to the Michigan State University student residence halls bounded by
North Brody Road, West Brody Road, South Brody Road, and East Brody Road (the "Brody
Residence Halls"); and
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(h) An assisted living, skilled nursing, and memory care facility with a
height consisting of at least four(4) stories along the Michigan Avenue frontage and not less than
112 units sited on the Corner Parcel ("Senior Housing") pursuant to the Approved Development
Plans.
(i) Aesthetically appealing streetscape designs.
0) Construction of an integrated parking structure("Integrated Parking
Structure")which will be owned constructed and maintained by the Developer.
5.1.2 PARK PROPERTY RIVERWALK. Subject to review of the Lansing Park
Board and approval by the City, and any other local approvals required to be obtained, prior to a
Closing on the Purchase Property, the Developer shall further design and construct, at its own
expense, a connected riverwalk or boardwalk along the Red Cedar River from the easternmost
boundary to the westernmost boundary of the Park Property (the "Park Property Riverwalk")that
is connected to the municipal river trail, or sidewalk network, abutting the Park Property, as
depicted in Exhibit C-1,which such Park Property Riverwalk shall be designed and constructed in
a manner that is consistent with the same standards as the Red Cedar Property Riverwalk.
5.1.3 OTHER REQUIREMENTS. Except as otherwise provided in Section
5.1.1, the Project shall further be consistent with the following uses and design elements:
(a) The main entrance to the Project ("Main Entrance") shall be sited
on Michigan Avenue;
(b) All buildings with frontage on, or which otherwise feature built
space that abuts, Michigan Avenue (the "Michigan Avenue Buildings") shall be primarily
dedicated to commercial uses and shall be a minimum of two (2) stories-pursuant to the Approved
Development Plans;
(c) Those buildings behind the Michigan Avenue Buildings and on
either side of the Main Entrance drive ("Main Entrance Buildings") shall dedicate the first floor to
retail or restaurant and the upper floors to be residential or offices as depicted in Exhibit C-1; and,
(d) There shall be no 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/NSPS Land Title Survey for Red Cedar Renaissance, Michigan
Avenue&Clippert Street,East Lansing,Michigan prepared by LSG Engineers& Surveyors dated
10/26/2016 and identified as File No. 1062.DWG(the "ALTA Survey"), or the Quit Claim Deed,
unless such construction is provided for in such easement or has been approved by the easement
holder.
(e) No relocation of the Board of Water and Light substation located on
the Red Cedar Property will be required because the substation is out of service and
decommissioned.
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5.2 DEVELOPMENT PLANS. Prior to closing, Developer shall submit to the City,
Conceptual Drawings for all improvements to be constructed on or to the Purchase Property,
whether public or private improvements, including landscape plans and elevations as well as the
streetscape identified in Section 5.1.1(i) (the "Development Plans") and the Park Property (the
"Park Property Riverwalk Plans"). Such Development Plans and the Park Property Riverwalk
Plans shall incorporate those uses and design elements described in Sections 5.1.1,5.1.2,and 5.1.3,
as applicable, and shall be of sufficient completeness and detail to demonstrate that design and
construction of the Project will be in accordance with this Agreement. The City's review and
approval of the Development Plans for compliance with the terms of this Agreement shall be a
precursor to the formal site plan review process conducted by the City Planning and Neighborhood
Development Department and such approval shall not constitute approval of the Site Plan. The
Park Property Riverwalk Plans shall be subject to the approval of the MDEQ and the DNR for
permit approval.
5.3 REVIEW AND APPROVAL BY WRITTEN NOTICE. In the event the City
approves either of the Development Plans and the Park Property Riverwalk Plans and
Specifications submitted pursuant to Section 5.2, the City shall so notify Developer in a writing
attaching any portion or all of the materials submitted by Developer as Development Plans (the
"Development Approval Notice")or Park Property Riverwalk Plans and Specifications (the"Park
Property Riverwalk Approval Notice") that the City wishes to become Exhibit B-1 ("Approved
Development Plans") or Exhibit B-2 (the "Approved Park Property Riverwalk Plans and
Specifications"), respectively, of this Agreement. The Approved Development Plans and the
Approved Park Property Riverwalk Plans and Specifications are collectively referred to herein as the
"Approved Plans and Specifications".
5.4 EFFECT OF APPROVAL NOTICES. Developer shall construct the Project in
conformance with the Approved Development Plans and the Approved Park Property Plans and
Specifications. Upon and by operation of the Development Approval Notice, the enclosures to
such Development Approval Notice shall be deemed the Approved Development Plans, for
purposes of this Agreement, and be automatically incorporated as Exhibit B-1 of this Agreement.
Upon and by operation of the Park Property Riverwalk Approval Notice, the enclosures to such
Park Property Riverwalk Approval Notice shall be deemed the Approved Park Property Riverwalk
Plans and Specifications, for purposes of this Agreement, and be incorporated as Exhibit B-2 of
this Agreement. It is the express intent and agreement of the parties that any such incorporation of
the Approved Development Plans by operation of the Development Approval Notice or the Approved
Park Property Riverwalk Plans and Specifications by operation of the Park Property Riverwalk
Approval Notice shall not constitute an Amendment(as defined below)for purposes of Section 11.8
of this Agreement.
5.5 PERMITS; BUILDING CODE. Prior to commencing construction, Developer
shall obtain all required permits, including any necessary reviews and approvals. The Approved
Development Plans, and any construction pursuant thereto, shall be in full compliance with this
Agreement and the Michigan Building Code—Stille Derossett-Hale-Single State Construction Act,
Act 230 of 1972, known as the "Michigan Building Code."
5.6 UTILITY AND INFRASTRUCTURE IMPROVEMENTS. Except for the
improvements undertaken by the Drain Commissioner, the Developer shall be responsible for
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construction, relocation and installation of any and all utilities for the Project, including
connections or improvements to existing utility systems. The utilities include but are not limited
to water, sanitary sewer, storm sewer and drain mains, electric, telephone or other public utility
lines, owned by any public utility company. The Developer shall be responsible for construction,
relocation and installation of any other infrastructure improvements including the roads. The
Developer shall be responsible for any easements and permits required for any such installations
without any cost to the City. The public infrastructure and any GO Bond obligations shall be
completed in accordance with the City's letter of intent process,and Developer shall be responsible
for the cost of an oversight consultant, selected by and hired to act on behalf of the City, the cost
of which can be included in the GO Bonds.
5.7 RELOCATION OF EXISTING BUSINESSES. Until the first complete lease-up
of the Commercial Space, or January 1, 2024, whichever is earlier, no existing retail or restaurant
business operating within the boundaries of the City of Lansing or East Lansing (the "Protected
Area") will be relocated to the Purchase Property ("Relocating Tenant") without the prior written
consent of the City.
5.8 MAINTENANCE OF PARK PROPERTY RIVERWALK. Maintenance of the
Park Property and Park Property Riverwalk, including lawn mowing, maintenance of signage,
repairs of any broken materials and removal of trash, debris, and snow, as necessary, shall be the
responsibility of the Developer, as outlined in an agreement to be entered into between Developer
and the City (the "Parks Agreement").
5.9 PREVAILING WAGE. All work performed on the Purchase Property, Park
Property, and Park Property Riverwalk that is funded by the Brownfield Plan and 381 Work Plan
shall be compensated at prevailing wages. Developer will use its best efforts to use available and
qualified local Lansing area residents and local firms within a 50 mile radius of the project,
employing Michigan workers, with an emphasis on engaging women and minority owned firms
or individuals. In no event shall the City be responsible for the costs of the City or a third-party
organization to monitor the prevailing wage compliance on the Project. Developer shall require
that all contracts and subcontracts for Brownfield Eligible Activities require that the parties thereto
will comply with the monitoring procedures of such third-party monitor. Evidence of compliance
with this Section shall be submitted along with disbursement requests,and disbursements from the
project fund will be conditioned upon compliance with this Section. This requirement shall remain
in effect through Completion of Construction of the entire Project.
ARTICLE 6
CONSTRUCTION
6.1 SCHEDULE. Developer shall promptly begin and diligently prosecute to
completion the construction of the Project on the Purchase Property according to this Agreement
and the Approved Development Plans, the Approved Park Property Riverwalk Plans, and the
Approved Project Schedule. Such construction shall commence no later than sixty (60) calendar
days from the date of Closing, and thereafter proceed in accordance with and be completed by the
date of completion of construction set forth in in the Project Schedule(the"Project Schedule")and
attached as Exhibit D. For purposes of this Section 6.1, commencement of construction shall
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include the commencement of construction of Project infrastructure, including roads and utilities,
and the Integrated Parking Structures,as well as environmental remediation. The Project Schedule
may be amended by mutual agreement of the City and the Developer subsequent to the execution
hereof.
6.2 COMPLETION. Subject to the provisions of this Agreement, Developer hereby
covenants that after commencing construction in accordance with Section 6.1, it shall diligently
prosecute the Project to completion, in accordance with this Agreement and the Project Schedule.
For purposes of this Agreement, "Completion of Construction" means the date on which the
Developer substantially completes construction of the Project in accordance with the Approved
Plans and Specifications and is issued all certificates of occupancy.
6.3 PROGRESS REPORTS. Subsequent to conveyance of the Purchase Property to the
Developer and until Completion of Construction, the Developer shall make quarterly written
reports to the City as to the actual progress of the Developer with respect to such construction,
with such reports to be provided within thirty(30)days of the applicable quarter. Upon the request
of the City, Developer shall provide additional updates but in no event shall such update be due
less than fifteen (15) days and no less than thirty (30) days following a request for same by the
City.
6.4 CONSTRUCTION STANDARDS. All construction shall be carried out in a good
and workman like manner, using first class materials, and in accordance with this Agreement and
all applicable Federal, State and local laws, ordinances, rules and regulations of governmental
authorities having jurisdiction over the construction, the Developer, or the Project, and the
construction shall be performed in accordance with the Approved Plans and Specifications and in
accordance with this Agreement and applicable federal, state and local laws, ordinances,rules and
regulations. Developer agrees to require Developer's subcontractors and other third parties to
comply with the Developer's obligation under this Section 6.4. 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.
6.5 CHANGES. If the Developer desires to make any material change in the Approved
Development Plans or the Approved Park Property Riverwalk Plans and Specifications after their
approval by the City, the Developer shall notify the LBRA and the City of the proposed change-
and request their review and approval, for the purpose of determining that the proposed change
accords with this Agreement and all applicable federal, state,and local laws, ordinances,rules and
regulations. 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.
ARTICLE 7
FINANCIAL INCENTIVES
7.1 COOPERATION. The City shall reasonably cooperate with the Developer and the
Developer shall reasonably cooperate with the City to apply for certain financial incentives to
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assist with the total cost relating to the conditions of the Purchase Property requiring environmental
remediation and certain infrastructure improvements (the "Financial Incentives").
7.2 BROWNFIELD PLAN. Developer shall submit to the City and LBRA a
Brownfield Plan and an Act 381 Work Plan (collectively, the "Plans") for the capture of property
taxes and the disbursement of same pursuant to the terms of the Brownfield Redevelopment
Financing Act, 1996 PA 381 (the "Brownfield Act"). If the Act 381 Work Plan is denied approval
at the state level, this Agreement shall terminate and be of no further force or effect except for
those obligations that survive its termination.
7.2.1 CONTENT. The Plans shall, at a minimum,provide for:
(a) A detailed cost budget for the Project, including a detailed itemized
summary of costs for the "Approved Eligible Activities" within the meaning of M.C.L. §
125.2652;
(b) A capture of taxes in an amount necessary to: (i) timely make all
payments required under the terms of the LBRA Bonds (as defined below); (ii) enable the
Developer to make all payments required pursuant to the terms of the Additional Funding (as
defined below); and (iii)to distribute the tax capture in accordance with the allocations and for the
purposes more particularly set forth in Section 7.3.5; and
(c) A proposed distribution of the estimated captured property taxes,
with such proposed distribution identifying with particularity a mechanism contemplating
disbursements to cover payments for annual debt service on both the LBRA Bonds (as defined
below) as well as the Additional Funding in accordance with the allocations and for the purposes
more particularly set forth in Section 7.3.5.
7.2.2 REVIEW AND APPROVAL. The Plans 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 Purchase Property, after completion of the Project, will generate
captured taxes sufficient to repay the LBRA Bonds and Additional Funding (as defined below),
plus sufficient additional funds for distribution of the captured taxes in accordance with the
allocations and for the purposes more particularly set forth in Sections 7.3.4 and 7.3.5.
7.3 BONDS.
7.3.1 Subject to verification by the City and LBRA of sufficient tax base,and any
approvals required by the governing bodies of the City and/or LBRA or State of Michigan, the
City will reasonably pursue the issuance of bonds by the LBRA in amounts not to exceed the
following:
(a) General Obligation Bonds in an amount not to exceed Ten Million
Seven Hundred Fifteen Thousand Six Hundred Sixty-Nine and 00/100 Dollars ($10,715,669.00)
(the "GO Bonds") to be deposited into the project fund (the "GO Bonds Proceeds"), which such
GO Bonds are to be backed by the full faith and credit of the City, the timing of deposit and
disbursement to be determined by the LBRA; and
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(b) Revenue Bonds in an amount determined by the bond purchaser and
approved by LBRA, and subject to a letter of funding, to be supported by that portion of the
Brownfield Plan's Tax Increment Revenues, within the meaning of the Brownfield Act, for the
balance of those funds required to complete the infrastructure components of the Project (the
"Revenue Bonds") (together with the GO Bonds, the "LBRA Bonds") for which the City shall
have no obligations with respect to repayment thereof.
GO Bond Proceeds shall only be used to fund construction of public infrastructure and will be
made available on a pro rata basis with the proceeds from the Revenue Bonds. These LBRA Bonds
may include the 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.
7.3.2 USE OF BONDS. The proceeds of LBRA Bonds will be used only for
"Approved Eligible Activities" within the meaning of M.C.L. § 125.2652. For the purposes of
this Agreement, such "Approved Eligible Activities" shall specifically include environmental
remediation, infrastructure(collectively,the"Work")and capitalized interest as shall be contained
in the Plans and constitute "eligible activities" within the meaning of M.C.L. § 125.2652, subject
to the express understanding that the City may select which portion of the Work to fund with the
LBRA Bonds (as defined below). Draw procedures shall be established by a separate agreement
with the LBRA.
7.3.3 ADDITIONAL FUNDING. Developer will be responsible for obtaining
that additional funding ("Additional Funding") required for paying the cost of Approved Eligible
Activities that exceeds the amount of the LBRA Bonds. The Additional Funding shall be in an
amount such that the amount of the LBRA Bonds plus the Additional Funding will pay for the
Approved Eligible Activities. Joel Ferguson, Frank Kass, and development entities related to
Developer will provide guarantees if required by those lenders that provide such Additional
Funding. Further, nothing herein contained is intended to prohibit the lender of such Additional
Funding from maintaining a dual control over the Additional Funding.
7.3.4 ALLOCATION OF TAX CAPTURE. All property taxes captured
(including receipts from the Ingham County Treasurer from the purchase of delinquent property
taxes)pursuant to the Brownfield Plan shall be allocated between the LBRA Bonds,the Additional
Funding, and such additional uses as may otherwise qualify for allocation pursuant to the as-
approved Brownfield Plan and Section 7.3.5. The agreement to be entered into as required under
Public Act 381 will conform to the order of priority identified in Section 7.3.5.
7.3.5 ORDER AND PRIORITY. The property taxes actually 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:
(a) The MEDC Brownfield Redevelopment Fund shall have first
priority of reimbursement in the amount equal to three (3) mills of available captured tax revenue;
then,
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(b) The LBRA shall be reimbursed in the amount of two-and-one-half
percent(2.5%) of the amount captured to cover administrative costs; then,
(c) The Local Site Remediation Revolving Fund(LSRRF) shall receive
a deposit in the amount of two-and-one-half percent(2.5%)of available captured tax revenue;then
(d) GO Bonds, or the City in the event it has advanced money for the
GO Bonds, shall be paid an amount equal to the annual debt service which is structured having a
not to exceed 1% inflationary adjustment for the first ten years followed by a 0% inflationary
adjustment after; then,
(e) Commencing with the first year of tax capture, an amount equal to
20% of the maximum annual principal and interest of the GO Bonds shall be deposited into a
separate account for the benefit of the City and its retained obligations ("Retained Obligation
Fund") associated with the Project until such amount deposited equals the maximum annual
principal and interest on the GO Bonds; then,
(f) Notwithstanding Section 7.3.5(e), in the event a disbursement out of
the Retained Obligation Fund is made, or in a prior year the tax capture did not satisfy the 20%
amount identified in 7.3.5(e),then an amount shall be deposited into the Retained Obligation Fund
so that it is equal to the amount the Retained Obligation Fund would otherwise have held if a
disbursement had not occurred or the prior year tax captures had satisfied the 20% amount
identified in 7.3.5(e);
(g) Revenue Bonds shall be paid in an amount not to exceed their annual
debt service;
(h) Additional Funding may be paid by additional funds captured,
including amounts remaining in the Retained Obligation fund after the full repayment of the
amount owed to the MEDC Brownfield Redevelopment Fund identified in 7.3.5 (a), the LBRA
administration costs identified in 7.3.5 (b); the amount owed to the Local Site Remediation
Revolving Fund (LSRRF) identified in 7.3.5 (c), the GO Bonds, and the Revenue Bonds to
reimburse the Developer for the costs of eligible activities identified and approved by the City and
MSF in the Brownfield Plan and the Act 381 Plan not paid for by the issuance of the GO Bonds
or Revenue Bonds.; then
(i) Any amounts remaining in the Retained Obligation Fund on
retirement of the LBRA 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 Retained Obligation Account, leaves insufficient funds 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.
7.3.6 CONSTRUCTION CONTRACTS. The City shall be a party to all
construction contracts for which it is contemplated that any services performed or materials
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supplied will be funded in full or in part by proceeds of the LBRA Bonds which contracts shall
provide the City the same rights as those provided to the Developer.
7.3.7 During the period in which the LBRA Bonds are outstanding, Developer
shall not enter into any transaction, lease, or any other agreement that would render the Purchase
Property or any portion thereof tax-exempt or materially alter the tax capture.
7.4 OTHER INCENTIVES. The City will support Developer's application, for the
state fiscal year, October 1, 2017 through September 30, 2018, a Michigan Community
Revitalization Program ("MCRP") grant ("MCRP Grant") and loan ("MCRP Loan") from the
Michigan Strategic Fund, with support for such MCRP Grant and MCRP Loan prioritized but not
exclusive to any other projects in Lansing and support the Project as the number one priority
project for the City of Lansing in connection with the MCRP grant and loan programs. Any other
financial incentives as Developer may request and the City may support shall be in their sole
discretion.
7.5 MEDC. Nothing in this Agreement shall be construed to require or guarantee
approval by the board of the Michigan Strategic Fund on behalf of the Michigan Economic
Development Corporation ("MEDC") for participation by the State of Michigan in any the local
tax increment financing-based tax capture of education funds.
ARTICLE 8
DEFAULT &REMEDIES
8.1 GENERAL. If any Party hereto shall fail to perform any of its obligations under
this Agreement(the "Defaulting Party"), then the other 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 GRACE PERIOD SPECIFIED. Where a grace period is specifically
provided for in any section of this Agreement, that specific grace period shall apply.
8.1.2 GRACE PERIOD UNSPECIFIED. 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) ten (10) business days to cure monetary failure; and (ii)
thirty (30) days to cure any non-monetary default.
8.1.3 DEFAULT. If any failure to perform shall not have been cured by the
expiration of the applicable grave 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 8, and any other applicable portions of this Agreement.
8.2 DEVELOPER TERMINATION PRIOR TO CLOSING. Except as otherwise
provided in this Agreement, in the event the Developer is fully compliant with all of its duties and
obligations under the Agreement and the City does not Close pursuant to the terms of this
Agreement, and the City does not cure pursuant to the terms of Section 8.1, then this agreement
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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.
8.2.1 To be effective, termination shall be by written notice from the Developer
to the City.
8.2.2 In the event Developer elects to terminate the agreement prior to closing or
seek specific performance, the Developer shall remain financially responsible for all work
performed by or on behalf of the Developer with respect to the Project or Purchase Property.
8.3 CITY TERMINATION PRIOR TO CLOSING. Except as otherwise provided in
this Agreement, the City may terminate this Agreement prior to Closing, after expiration of the
applicable cure period(s)provided in Section 8.1, upon the happening of any of the following: (i)
the Developer assigns the Agreement, or any rights herein or in the Purchase Property except as
expressly permitted herein; (ii) any transfer or attempt to transfer all or part of the Purchase
Property except as expressly permitted under the terms of this Agreement; (iii)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; or (iv) the Developer is in default of a duty, obligation or undertaking required to be
performed by Developer in this Agreement.
8.3.1 To be effective, termination shall be by written notice from the City to the
Developer.
8.3.2 In the event 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 the Purchase Property prior to termination.
8.4 POST-CLOSING REMEDIES. If either Party hereto is in default of its
obligations under this Agreement after expiration of the applicable cure period(s)provided in
Section 8.1, then the Non-Defaulting Party may seek all rights and remedies available at law, in
equity, or in this Agreement to enforce all Parties' rights and obligations under this Agreement.
To the extent permitted by law, the parties agree that the jurisdiction and venue for any action
brought to enforce rights or obligations under this Agreement shall be solely in the State Courts
in Ingham County, Michigan, and that the applicable laws, should any choice of law arise, shall
be those of the State of Michigan.
8.5 BANKRUPTCY BY DEVELOPER. If at any time prior to Completion of
Construction, Developer becomes insolvent, or shall make a transfer in fraud of creditors, or shall
make an assignment for the benefit of creditors, shall file a petition in bankruptcy, shall voluntarily
be adjudicated insolvent or bankrupt or shall admit in writing the inability to pay debts as they
mature, shall petition or apply to any tribunal for or shall consent to or shall not contest the
appointment of a receiver, trustee, custodian or similar officer for Developer or for a substantial
part of the assets of Developer, or shall commence any case,proceeding or other action under any
bankruptcy, reorganization, arrangement, readjustment or debt, dissolution or liquidation law or
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statute of any jurisdiction, whether now or hereafter in effect, such an event shall be deemed an
Event of Default as to the Developer only. Such event shall not be subject to the grace period
provisions of Section 8.1.
8.6 DISSOLUTION OF DEVELOPER. Any dissolution, termination, or partial or
complete liquidation of Developer prior to Completion of Construction shall be deemed an Event
of Default as to the Developer only. Such event shall not be subject to the grace period provisions
of Section 8.1.
8.7 FAILURE TO COMPLY WITH CONSTRUCTION SCHEDULE. The Developer
agrees to complete such portions of the Project in a manner, consistent with the Project Schedule,
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 Approved
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.
ARTICLE 9
INDEMNIFICATION
Developer agrees to indemnify and hold harmless the City, LEDC, LBRA, and Lansing
Economic Area Partnership and their agents and employees (collectively, the "Indemnified
Parties",each an"Indemnified Party")from any liabilities,obligations, losses,damages,penalties,
claims, charges or expenses, including attorney's fees, that arise from any negligence or
misrepresentation on the part of Developer or its agents,and on account of the Indemnified Party's
reliance thereon, and any personal injury, death or property damage that are caused by the
intentional acts or omissions or negligence of Developer or its duly authorized agents. In the event
any action or proceeding shall be brought against an Indemnified Party by reason of any claim
covered hereunder, the Indemnified Party shall have the right to resist and defend the same with
counsel of its choosing, and Developer shall pay the costs of such defense. The provisions of this
Section shall survive the Closing or termination of this Agreement and remain in full force and
effect until the City's Go Bond proceeds are retired or otherwise paid in full.
ARTICLE 10
RESTRICTIONS ON ASSIGNMENT AND TRANSFER
The Developer may pledge, mortgage or grant a security interest in the Purchase Property
for purpose of gaining financing necessary to enable the Developer or approved successor in
interest to the Purchase Property to perform its obligations with respect to making improvements
under this Agreement. The Developer may also transfer a portion of the Purchase Property to an
entity controlled by related parties to the Developer or a member of the Developer, and the
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Developer may transfer a portion of the Purchase Property for the operation of a Hotel, Assisted
Living Facility, Non-Student Housing, Student Housing, or other uses authorized by this
Agreement so long as the recipient of such a transfer agrees, in its written purchase agreement with
Developer, to construct and own buildings on the Purchase Property consistent with the terms of
this Agreement. The Plans and Specifications for all buildings and construction on the Purchase
Property shall remain subject to the terms of this Agreement. In the event of any action or transfer
under this paragraph, the Developer will promptly notify the City in writing, and will continue to
be responsible for keeping the transferred portion of the Purchase Property in compliance with the
terms of this Agreement.
ARTICLE 11
IDENTITY OF MEMBERS
11.1 MEMBERSHIP INFORMATION. Within ten (10) days of the Effective Date,
Developer will deliver to the City an organizational chart illustrating the corporate relationships
among Developer and its members (each a"Member")and identifying each Member's percentage
of ownership in Developer (the "Member Information Report"). After delivery of such Member
Information Report until Completion of Construction,Developer shall,at least fifteen(15)days in
advance of executing any instrument effecting any proposed change in the identity of the Members,
provide the City with notice of any and all proposed changes whatsoever in the identity of the
Members. Any transfer, individually or in combination with any other transfer following the date
of the first Member Information Report, of more than Forty percent (40%) of the membership
interests of the Developer shall be ineffective without the City's advance written consent. Within
fifteen (15) days after the consummation of effective change in the identity of the Members,
Developer shall provide the City with an updated Member Information Report.
11.2 TERM OF OBLIGATION. The obligations and prohibitions of this Section shall
cease and terminate upon Completion of Construction.
ARTICLE 12
MISCELLANEOUS
12.1 AGREEMENT CONDITION PRECEDENT. No Party to this Agreement shall be
obligated to undertake any duties under this Agreement unless and until: (i) the Mayor executes
and delivers this Agreement pursuant to the City Council approval of this Agreement, and (ii)the
Developer duly authorizes and executes, and delivers this Agreement.
12.2 EFFECT OF AGREEMENT. The City shall be obligated to perform only those
undertakings expressly set forth in this Agreement. Execution of this Agreement in no way
constitutes City approval of the Project or obligates the City to support or approve the Project
except as expressly set forth herein.
12.3 CITY AUTHORITY. Unless expressly stated otherwise in this Agreement,where
consent, authority or agreement of the City is required or requested under this Agreement or any
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other agreements referenced herein, such consent, authority or agreement may be negotiated and
provided by the Mayor or the Mayor's designee following approval of this Agreement by the
Lansing City Counsel.
12.4 RELEASE. This Agreement amends and restates the November 2014 Agreement
and the LEDC,LBRA, Ferguson, and Kass are no longer parties to this Agreement and are hereby
released of their obligations pursuant to the November 2014 Agreement.
12.5 LEGAL FEES. 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 this Agreement, including legal fees incurred prior
to the execution of this Agreement,and the transactions contemplated hereby("Legal Fees"). Such
invoices will be sent to the Developer and will detail the services and the hours billed. The City
Attorney shall have sole discretion on the determination of whether the contents of such invoices
are appropriate.
12.6 ASSIGNMENT OF THIS AGREEMENT. Except as provided for in this
Agreement, no party to this Agreement may transfer, assign or delegate to any other person or
entity all or any part of its rights or obligations arising under this Agreement without the prior
written consent of the other party hereto.
12.7 NOTICES. Except as otherwise provided in this Agreement,all notices,certificates
or communications required by this Agreement to be given shall be sufficiently given and shall be
deemed delivered when personally served or when mailed by express courier or registered or
certified mail, postage prepaid, return receipt requested, addressed to the respective parties at the
addresses listed below
If to the Developer, to: Continental/Ferguson Lansing, LLC
Attention Franklin E. Kass
150 E. Broad Street, Suite 200
Columbus, Ohio 43215
With a copy to: Continental/Ferguson Lansing, LLC
Attention Joel I. Ferguson
1223 Turner Street, Suite 300
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 the City: City Attorney
James Smiertka
5th Floor, City Hall
Lansing, MI 48933
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With a copy to: Lansing Economic Area Partnership
Attention Robert L. Trezise, Jr.
1000 S. Washington Avenue, Suite 201
Lansing, Michigan 48910
And a copy to: Miller, Canfield, Paddock and Stone, PLC
Attn: G.Alan Wallace, Esq
One Michigan Avenue, Suite 900
Lansing, Michigan 48933
12.8 AMENDMENT. No amendment or modification to or of this Agreement shall be
binding upon any Party hereto until such amendment or modification is reduced to writing and
executed by all Parties hereto. The City's approval of any substantive amendments to this
Agreement requires approval by Lansing City Council, pursuant to its Charter and Ordinances.
The determination of a substantive amendment will be made by the Lansing City Attorney. Non-
substantive amendments can be made by the Mayor.
12.9 TERM. Unless earlier terminated in accordance with the terms hereof, this
Agreement shall be in force through the retirement of the LBRA Bonds. Upon satisfaction of the
LBRA Bonds and prior to any document being recorded evidencing the termination of this
Agreement,the parties will reach a separate agreement as to continuing maintenance and any other
ongoing matters related to the Project.
12.10 BINDING EFFECT. This Agreement shall be binding upon the Parties hereto and
upon their respective successors and assigns.
12.11 RECORDATION. Prior to Closing, the Parties shall record a memorandum
reasonably acceptable to the Parties, and shall be recorded in the Office of the Register of Deeds
for Ingham County, Michigan.
12.12 SURVIVAL. The terms, conditions and provisions of this Agreement, including
all representations, warranties, and covenants, shall survive its termination or delivery of the Quit
Claim Deed. None of the provisions of this Agreement are intended to or shall be merged by
reason of any deed transferring title to 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.
12.13 SEVERABILITY. If any clause, provision or section of this Agreement shall be
ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or
unenforceability of such clause, provision or section shall not affect the validity of any of the
remaining clauses,provisions or sections of this Agreement.
12.14 TIME OF THE ESSENCE. Time shall be of the essence of this Agreement.
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12.15 EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall constitute the same
instrument.
12.16 CAPTIONS. The captions and headings in this Agreement are for convenience
only and in no way limit,define or describe the scope or intent of any provision of this Agreement.
12.17 APPLICABLE LAW. This Agreement shall be governed in all respects, whether
as to validity, construction,performance and otherwise, by the laws of the State of Michigan.
12.18 BROKERS. The City warrants to the Developer that the City has not taken any
action in connection with this transaction which would result in any real estate broker's fee,finder's
fee, or other fee being due or payable to any party. The Developer warrants to the City that the
Developer has not taken any action in connection with this transaction which would result in any
real estate broker's fee, finder's fee, or other fee being due or payable to any party.
12.19 FORCE MAJEURE. No Party hereto shall be liable for the failure to perform its
obligations hereunder if such failure is due to unforeseeable events beyond the Party's reasonable
control and without such party's fault or negligence, including, but not limited to acts of God, acts
of the public enemy, acts of the other party, fires, flood, epidemics, quarantine restriction, strikes
and embargoes, or shortages of materials and delays of contractors due to such causes, but
excluding any acts of the state or federal governments or their respective agencies or departments.
Said failure to perform shall be excused only for the period during which the event giving rise to
said failure to perform exists; provided, however,that the Party seeking relief from its obligations
under this Section 11.19 shall notify the other party in writing, setting forth the event giving rise
to such failure to perform, within thirty (30) days following the occurrence of such event.
12.20 JOINT DRAFTING. This Agreement shall be construed as being jointly drafted
by all Parties hereto.
12.21 ENTIRE AGREEMENT. The Agreement, including all exhibits attached hereto
and made a part hereof, contains all agreements between the Parties as of the Effective Date. There
are no other representations, warranties, promises, agreements or understandings, oral, written or
implied, among the Parties, except to the extent reference is made thereto in this Agreement. This
Agreement does not change, alter, or amend, the Montgomery Drain Assessment Indemnification
Agreement, dated October 7, 2013, and any other indemnification agreement made for the benefit
of the City prior to the date of this Agreement.
12.22 STATEMENT OF LACK OF NECESSITY. Pursuant to Lansing City 8-403 and
the real property disposition ordinances promulgated thereunder, the real property to be disposed
of in this Agreement or any other agreements referenced or required herein is not necessary for
public purposes, as set forth in this Agreement.
12.23 ADEQUATE CONSIDERATION. The City, through its legislative and
administrative branches,acknowledges that the Purchase Price is good and sufficient consideration
for the Purchase Property based on the terms of this Agreement and the totality of the transaction,
including, but not limited to (i) reduced public financial assistance to the Project; (ii)the need for
significant infrastructure and expense to address Preexisting Conditions on the Property , (iii)
24
significant Project investment by Developer, (iv) increase in tax revenue the City and the
community receive from the redevelopment of the Purchase Property, and (v) the nature of the
project as a catalyst place-making project connecting the communities of Lansing and East
Lansing.
[Signature Pages Follow]
25
IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Real
Estate Purchase and Development Agreement on the date first written above.
CITY OF LANSING:
By: Andy Schor
Its: Mayor
STATE OF MICHIGAN )
)ss
COUNTY OF INGHAM )
The foregoing instrument was acknowledged before me this day of , 2018 by
Andy Schor, as Mayor of the City of Lansing, by him to be his free act and voluntary deed.
,Notary Public
County,
My commission expires:
I hereby certify that funds are not required for this transaction:
Finance Director/Controller
Approved as to form only:
City Attorney, James Smiertka
S-1
+I1
IN WITNESS WHEREON,the patties►terclo have executed this Amended and Restated �
Real Fstate Purchase and Development Agreement on the date first written above.
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CON'1'INL+'N1'AL/l?TRGUSON LANSING,LLC:
i
By: Continental Red Cedar,LLC
Its: ember
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By: Franklin E.Kuss 1
Its: Member i
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STATE OI?MICHIGAN )
)ss
COUNTY OF )
1
The foregoing instrument was acknowledged before me this _. day of ,2018 by
Franklin E.Kass,as Member of Continental Red Cedar,I,I,C as Member of Coitt'inenlal/Ferguson
Lansing,LLC,by hire to be his free act and voluntary deed. �
I i
,Notary Public
County,
My commission expires:
CONTINENTAL/FERGUSON LANSING,LLC:
By: Red Cedar Investor,LLC
Hs: Member
By: Joel I,Ferguson
Its Metnber
STATE OF MICIDGAN )
)89
COUNTY OF INGHAM )
The foregoing instrument was acknowledged before me this : \ day of F�,2619 by
Joel I. Ferguson, as Member of Red Cedar Investor, LLC as Member of Continental/Fergitson
I,ansing,LLC,by hint to be his free act and voluntary,deed.
Notary Public
KELLY MARIE CLARK County,
NOTARY PUBLIC-STATE OF MICHIGAN My commission es:
COUNTY OF LIVINGSTON
My commission Expires January 28,2023
S-2
EXHIBIT A-1
PURCHASE PROPERTY LEGAL DESCRIPTION
Legal Description: Red Cedar Development Property— North of Floodway
Situated in the City of Lansing, County of Ingham and State of Michigan:
Part of Lots 6, 15, 17, and Outlot "A", also vacated portion of Church Street, part of
vacated Cooper Street, part of vacated Olin Avenue and vacated portion of Reniger
Court (platted as Fredrick Street), Supervisor's Plat No. 1 as recorded in Liber 12 of
Plats, Page 27, Ingham County Records; also part of the plat of Riverside as recorded
in Liber 3 of Plats, Page 25, Ingham County Records; also part of the "Plat of the
Subdivision of all that part of the Southeast quarter of Section 14 and all of that part of
Section 23 lying North of the Cedar River" according to the True Copy of the Original
recorded June 13th, 1856; also part of the Southwest 1/4 of Section 13 and part of the
Southeast 1/4 of Section 14, T4N, R2W, City of Lansing, Ingham County, Michigan, all
being more particularly described as follows; Commencing at the West 1/4 corner of
Section 13 also being the East 1/4 corner of Section 14, T4N, R2W; thence
S00°33'40"W, 119.50 feet along the West line of Section 13 and the East line of Section
14 to the South line of Michigan Avenue and the North line of Lot 19 of Supervisor's Plat
No. 1; thence S89"49'55"W, 1.85 feet along the South line of Michigan Avenue to the
Northwest corner of Supervisor's Plat No. 1 and the Point of Beginning of following
described parcel; thence S00°44'26"W (platted as South), 540.51 feet along the West
line of Supervisor's Plat No. 1 to the Southwest corner of Lot 23; thence S89°58'26"E
(platted as N89°15'E), 182.60 feet along the South line of Lot 23 and its Easterly
extension; thence N00°22'22"W, 100.00 feet along the West line of the East 1/2 of
vacated Olin Avenue; thence S89"58'26"E, 998.91 feet along the North line of the South
100 feet of the East '/2 of vacated Olin Avenue, the North line of the South 100 feet of
Lot 17, the North line of the South 100 feet of vacated Cooper Street, the North line of
the South 100 feet of Lot 15, the North line of the South 100 feet of vacated portion of
Reniger Court (platted as Fredrick Street) and the North line of the South 100 feet of Lot
6 to the East line of Lot 6; thence S00°15'20"E, 50.00 feet along the East line of Lot 6;
thence N89"49'17"E, 330.21 feet to the East line of Supervisor's Plat No. 1; thence
S00°16'54"E (platted as S01°09'E), 690.78 feet to the Northerly floodway limit of the
Red Cedar River; thence along said floodway limit, the following thirty (30) courses:
1) N46°10'15"W, 15.48 feet;
2) N56°47'13"W, 30.48 feet;
3) N55°43'09"W, 66.24 feet;
4) N65°03'09"W, 93.92 feet;
5) N64°01'30"W, 216.39 feet;
6) N70°25'57"W, 74.47 feet;
7) N61°25'31"W, 56.19 feet;
8) N60°47'42"W, 67.03 feet;
9) N57°32'05"W, 71.96 feet;
A-1-1
10)N65°20'26"W, 16.79 feet;
11)N57°44'47"W, 53.83 feet;
12)N73°17'40"W, 35.93 feet;
13)N86°48'53"W, 39.97 feet;
14)S86°37'02"W, 46.11 feet;
15)S84°50'08"W, 84.32 feet;
16)S82-06-51"W, 75.07 feet;
17)S86°19'27"W, 52.44 feet;
18)S88°21'50"W, 138.94 feet;
19)N77°32'06"W, 66.35 feet;
20)N78°22'00"W, 73.45 feet;
21)N83-02'49"W, 104.05 feet;
22)N80°18'41"W, 104.78 feet;
23)N81°25'50"W, 29.98 feet to the West line of Section 13;
24)continuing N81°25'50"W, 63.00 feet;
25)N84°40'04"W, 94.88 feet;
26)N84°12'26"W, 174.71 feet;
27)N86°42'58"W, 153.92 feet;
28)N87°08'16"W, 100.89 feet;
29)West, 119.66 feet;
30)S82°46'50"W, 89.82 feet;
thence N53°29'47"W, 224.96 feet; thence S89°26'11"W, 305.00 feet to a point which as
24.75 feet East of the West line of the East 1/2 of the Southeast 1/4 of Section 14,
according to the plat of Urbandale as recorded in Liber 4 of Plats, Page 49, Ingham
County Records; thence N00°30'13"E, 608.40 feet parallel with said West line to the
South right-of-way line of Michigan Avenue; thence S89°51'10"E, 1279.97 feet along the
South right-of-way line of Michigan Avenue to the Point of Beginning. Contains 35.57
acres, more or less.
REVISED: 11/1/2017
A-1-2
EXHIBIT A-1-A
RED CEDAR PROPERTY LEGAL DESCRIPTION
Part of Lots 6, 15, 17, and Outlot "A", also part of Church Street, part of vacated Cooper Street and
part of vacated Olin Avenue, Supervisor's Plat No. I as recorded in Liber 12 of Plats,Page 27,Ingham
County Records; also part of the plat of Riverside as recorded in Liber 3 of Plats, Page 25, Ingham
County Records; also part of the "Plat of the Subdivision of all that part of the Southeast quarter of
Section 14 and all of that part of Section 23 lying North of the Cedar River" according to the True
Copy of the Original recorded June 13th, 1856; also part of the Southwest 1/4 of Section 13 and part
of the Southeast 1/4 of Section 14, T4N, R2W, City of Lansing, Ingham County, Michigan, all being
more particularly described as follows; Commencing at the West 1/4 corner of Section 13 also being
the East 1/4 corner of Section 14,T4N,R2W;thence S00°33'40"W, 119.50 feet along the West line of
Section 13 and the East line of Section 14 to the South line of Michigan Avenue and the North line of
Lot 19 of Supervisor's Plat No. 1; thence S89°49'55"W, 1.85 feet along the South line of Michigan
Avenue, to the Northwest corner of Supervisor's Plat No. 1 and the Point of Beginning of following
described parcel; thence S00°44'26"W (platted as South) , 540.51 feet along the West line of
Supervisor's Plat No. 1,to the Southwest corner of Lot 23; thence S89°58'26"E (platted as N89°15'E)
, 182.60 feet along the South line of Supervisor's Plat No. 1; thence N00°22'22"W, 100.00 feet along
the West line of the East 1/2 of vacated Olin Avenue;thence S89°58'26"E, 749.62 feet along the North
line of the South 100 feet of Lot 17,the North line of the South 100 feet of vacated Cooper Street and
the North line of the South 100 feet of Lot 15 to the West line of Reniger Court (platted as Fredrick
Street) ;thence S00°18'28"E, 100.00 feet along the West line of Reniger Court to the Southeast corner
of Lot 15; thence S89°58'26"E (platted as N89°15'E) , 50.00 feet along the South line of Supervisor's
Plat No. I to the Southwest corner of Lot 6; thence N00°18'28"W, 100.00 feet along the East line of
Reniger Court; thence S89°58'26"E, 199.29 feet to the East line of Lot 6; thence S00°15'20"E 50.00
feet along the East line of Lot 6; thence N89°49'17"E, 330.21 feet to the East line of Supervisor's Plat
No. 1; thence S00°16'54"E (platted as SO1°09'E) , 690.78 feet to the Northerly floodway limit of the
Red Cedar River;thence along said floodway limit,the following thirty(30)courses:l)N46°10'15"W,
15.48 feet; 2)N56°4713"W, 30.48 feet; 3)N55°43'09"W, 66.24 feet; 4)N65°03'09"W, 93.92 feet; 5)
N64°01'30"W, 216.39 feet; 6) N70°25'57"W, 74.47 feet; 7) N61°25'31"W, 56.19 feet; 8)
N60°47'42"W, 67.03 feet; 9) N57°32'05"W, 71.96 feet; 10) N65°20'26"W, 16.79 feet; 11)
N57°44'47"W, 53.83 feet; 12) N73°17'40"W, 35.93 feet; 13) N86°48'53"W, 39.97 feet; 14)
S86°37'02"W, 46.11 feet; 15) S84°50108"W, 84.32 feet; 16) S82006151"W, 75.07 feet; 17)
S86019'27"W, 52.44 feet; 18) S88021'50"W, 138.94 feet; 19) N77032'06"W, 66.35 feet; 20)
N78022'00"W, 73.45 feet; 21) N83002'49"W, 104.05 feet; 22) N80018'4I"W, 104.78 feet; 23)
N81025'50"W,29.98 feet to the West line of Section 13;24)continuing N81025'50"W, 63.00 feet;25)
N84040'04"W, 94.88 feet; 26) N840 12'26"W, 174.71 feet; 27) N86042'58"W, 153.92 feet; 28)
N87008'16"W, 100.89 feet;29)West, 119.66 feet;30)S82046'50"W, 89.82 feet;thenceN53°29'47"W,
224.96 feet; thence S89026'11"W, 305.00 feet to a point which as 24.75 feet East of the West line of
the East 1/2 of the Southeast 1/4 of Section 14, according to the plat of Urbandale as recorded in Liber
4 of Plats, Page 49, Ingham County Records; thence N00030'13"E, 53.81 feet parallel with said West
line; thence S89051'l0"E, 398.78 feet parallel with the South right-of-way line of Michigan Avenue;
thence N00008'50"E, 554.58 feet to the South right-of-way line of Michigan Avenue; thence
S89051'10"E, 884.64 feet along the South right-of-way line of Michigan Avenue to the Point of
Beginning.
A-1-A
EXHIBIT A-1-B
SUPPLEMENTAL PARCEL LEGAL DESCRIPTION
A-1-B
EXHIBIT A-1-C
CORNER PARCEL LEGAL DESCRIPTION
A parcel of land in the Southwest 1l/4 of Section 14, T4N, R2W, City of Lansing, Ingham County,
Michigan, described as follows: Commencing at the East 1/4 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.
A-1-C
EXHIBIT A-2
PARK PROPERTY LEGAL DESCRIPTION
PARK PROPERTY— SOUTH OF FLOODWAY
Situated in the City of Lansing, County of Ingham and State of Michigan:
Part of Outlot "A" and part of vacated portion of Church Street, Supervisor's Plat No. 1
as recorded in Liber 12 of Plats, Page 27, Ingham County Record; also part of the plat
of Riverside as recorded in Liber 3 of Plats, Page 25, Ingham County Records; also part
of the "Plat of the Subdivision all that part of the Southeast quarter of Section 14 and
part of Section 23 lying North of the Cedar River" according to the True Copy of the
Original recorded June 13th, 1856; also part of the Southwest 1/4 of Section 13 and part
of the Southeast 1/4 of Section 14, T4N, R2W, City of Lansing, Ingham County,
Michigan, all being more particularly described as follows; Commencing at the West 1/4
corner of Section 13 also being the East 1/4 corner of Section 14, T4N, R2W; thence
S00033'40"W, 119.50 feet along the West line of Section 13 and the East line of Section
14 to the South line of Michigan Avenue and the North line of Lot 19 of Supervisor's Plat
No. 1; thence S89049'55"W, 1.85 feet along the South line of Michigan Avenue, to the
Northwest corner of Supervisor's Plat No. 1; thence N89°51'10"W, 1279.97 feet along
the South right-of-way line of Michigan Avenue to a point which as 24.75 feet East of
the West line of the East 1/2 of the Southeast 1/4 of Section 14, according to the plat of
Urbandale as recorded in Liber 4 of Plats, Page 49, Ingham County Records; thence
S00°30'13"W, 608.40 feet along the East right-of-way line of Clippert Street and parallel
with said West line; thence N89°26'11"E, 305.00 feet; thence S53°29'47"E, 224.96 feet
to the Northerly floodway limit of the Red Cedar River and the Point of Beginning of
following described parcel; thence along said floodway limit, the following thirty (30)
courses:
1) N82°46'50"E, 89.82 feet;
2) East,119.66 feet;
3) S87°08'16"E, 100.89 feet;
4) S86°42'58"E, 153.92 feet;
5) S84°12'26"E, 174.71 feet;
6) S84°40'04"E, 94.88 feet;
7) S81°25'50"E, 63.00 feet to the East line of Section 14;
8) continuing S81°25'50"E, 29.98 feet;
9) S80.18-41"E, 104.78 feet;
10)S83°02'49"E, 104.05 feet;
11)S78°22'00"E, 73.45 feet;
12)S77°32'06"E, 66.35 feet;
13)N88°21'50"E, 138.94 feet;
14)N86°19'27"E, 52.44 feet;
15)N82°06'51"E, 75.07 feet;
A-2-1
16)N84°50'08"E, 84.32 feet;
17)N86°37'02"E, 46.11 feet;
18)S86°48'53"E, 39.97 feet;
19)S73°17'40"E, 35.93 feet;
20)S57°44'47"E, 53.83 feet;
21)S65°20'26"E, 16.79 feet;
22)S57°32'05"E, 71.96 feet;
23)S60°47'42"E, 67.03 feet;
24)S61°25'31"E, 56.19 feet;
25)S70°25'57"E, 74.47 feet;
26)S64°01'30"E, 216.39 feet;
27)S65°03'09"E, 93.92 feet;
28)S55°43'09"E, 66.24 feet;
29)S56°47'13"E, 30.48 feet;
30)S46°10'15"E, 15.48 feet;
to the East line of East line of Supervisor's Plat No. 1; thence S00°16'54"E (platted as
S01°09'E), 9.22 feet along the East line of Supervisor's Plat No. 1 to Intermediate
Traverse Point "A", said Point being N00°16'54"W, 21 feet, more or less, from the
water's edge of the Red Cedar River; thence along an Intermediate Traverse line of the
Red Cedar River, the following 11 courses:
1) N58°27'06"W, 171.48 feet;
2) S81°37'23"W, 249.48 feet;
3) S66°28'57"W, 275.37 feet;
4) S45°05'12"W, 407.42 feet;
5) N77°13'57"W, 468.14 feet
6) N12°52'47"E, 254.73 feet;
7) N41°46'43"W, 111.64 feet;
8) S73°22'30"W, 113.60 feet to the West line of Section 13 and the East line of
Section 14,
9) S73°22'30"W, 156.18 feet;
10) S51°08'46"W, 249.04 feet;
11) N40°34'49"W, 269.03 feet
to Intermediate Traverse Point "B", said point being N00°30'1 YE, 43.5 feet, more or
less, from the water's edge of the Red Cedar River thence N00°30'13"E, 190.00 feet;
thence N53°29'47"W, 340.04 feet to the Point of Beginning. Containing 19.90 acres,
more or less, within the traverse area. Also includes that area between the Intermediate
Traverse line and the water's edge of the Red Cedar River.
A-2-2
EXHIBIT B-1
APPROVED DEVELOPMENT PLANS
(To Be Attached)
B-1
EXHIBIT B-2
APPROVED PARK PROPERTY RIVERWALK PLANS AND SPECIFICATION
(To Be Attached)
B-2
EXHIBIT C-1 AND C-2
MINIMUM PROJECT REQUIREMENTS
C-I/C-2
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Exhibit C-2: Red Cedar Redevelopment- Lansing,Michigan
as of February 21,2018
Master Developer.Continental Fer uson Lansin LLC
Construction Type Construction Description Investor
Vertical Construction(All Structureswill be built upon Three Structure and Exterior Materials Ownership/Building Developer
Integrated Parking Structures)
Full Service Hotel(80 feetabove Michigan Ave.,S-stories an IPS 1-130 Structure-steel frame and concrete with engineered metal stud.Exterior-EIFS,masonry and decorative metal exterior finishes with Concord Hospitality Enterprise Company/Continental Real Estate
rooms,Restaurantand Meeting Rooms) aluminum and glass window systems. Companies and Continental/Ferguson Lansing,LLC
SeleccService Hotel(B0 feetabove Michigan Ave.,S-stories on IPS 1- Structure-steel flame and concrete with engineered metal stud. Concord Hospitality Enterprise Company/Continental Real Estate
120 rooms) Exterior-EIFS,masonry and decorative meal exterior finishes with Companies and Continental/Ferguson Lansing,LLC
aluminum and glass window systems.
Structure-steel frame and concrete with light gauge metal stud.
Retail/Restaurant Space(40,000 SF) Exterior,-EIFS,masonry and and decorative metal exterior Rnlshes with Continental/Ferguson Lansing,LLC
aluminum and glass storefrontand windows,
I170
ultifamily Housing(40 feet above Michigan Ave.,3-stories on IPS 1&2 Structure-steel and light gauge metal stud;wood stud with engineered
Marke[rate lJnits(SSOne-Bedrooms and 11STxo Bedrooms)) ood floor/roofstructure.Exterior-EIFS,masonry and decorative Condnennl/Ferguson Lansing,LLC
metalexterior finishes with aluminum and glass window systems.
tudent Housing(SO(eetahove Michigan Ave 4 stories on IPS 3-1,248 Gv"ue-steeland wood stud with engineered wood noor/roof Hallmark Communities/Continental Real Estate Companies and
eds) structure,Exterior-EIFS,masonry and decorative metal exterior Continental/Ferguson Lansing,LLC
finishes with aluminum clad and glass window systems.
Assisted Living/Skilled Nursing Memory Care Facility(47 feetabove Structure-steel frame and concrete with engineered metal stud,
and facing Michigan Ave.,4-stories above-grade along Michigan Ave.- Exterior•combination ofmasonry and fiber cementsiding. Continental Senior Housing
112 units)
On•sRe and Off-Site improvements(Includes Integrated Parking
Structures
Publicly Funded Improvements Public infrastructure In public rights-of--way and easements. City of Lansing-GO Bond Backed by Continental/Ferguson Lansing,LLC
Privately Funded Improvements Public and private infrastructure,envlronmental remediation,asbestos Contlnental/Ferguson Lansing,LLC-Rev Bond and Private Lender
abatement,demolition and site preparation. Financing
Lansing Board Water&Light Improvements Public Infrastructure In public rights-of-way and easements. Lansing Board Water&Light
EXHIBIT D
PROJECT SCHEDULE
D
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