Washtenaw County Brownfield Redevelopment Authority

REGULAR MEETING AGENDA Thursday, December 5, 2019 200 N. Main, Ann Arbor, MI Lower Level Large Conference Room

1. Call to Order 2. Public Comment* 3. Approval of Agenda 4. Approval of Minutes a. November 7, 2019 Meeting 5. Board Member Conflict of Interest Disclosure 6. Business 1. Grandview Commons Eligible Activity Reimbursement – Action 2. 1140 Broadway Eligible Brownfield Activity Approval – Action 3. 1514 White Street LBRF Eligible Activity Approval – Action 4. 301 N. East Street, Rockwell Building, Brownfield Plan Approval – Action 5. 301 N. East Street, Rockwell Building, DDA Interlocal Agreement Approval – Action 6. 1140 Broadway Environmental Assessment Grant, EGLE – Action 7. Ypsilanti Community Schools School Sites Phase I Environmental Assessment Grant RFP Approval – Action 8. 2020 WCBRA Meeting Calendar – Action 9. November 2019 Financial Report – Information

7. Other Business

8. Public Comment*

9. Adjournment *All public comment will be limited to three (3) minutes per person

For more information on this agenda please contact Nathan Voght, Washtenaw County Office of Community and Economic Development at (734) 544-3055 or [email protected].

Washtenaw County Brownfield Redevelopment Authority (WCBRA) 200 N. Main, Lower Level Conference Room

DRAFT MEETING MINUTES Thursday, November 7, 2019

Board Present: Allison Krueger, Trevor Woollatt – Vice-Chair, James Harless, Jason Morgan, Sybil Kolon,

Board Absent: Jeremy McCallion – Chair (Excused), Joe Meyers (Excused), Todd Campbell (Excused), Matt Naud - Secretary/Treasurer (Excused)

Staff: Nathan Voght

In Attendance: Don Tilicki – Norstar Development, 1514 White Street LBRF Grant

Handouts: Revised Meeting Agenda, Revised October 2019 Financial Report

1. Call to Order

Vice-Chair Woollatt called the meeting to order at 9:42 a.m.

2. Public Comment

There was no public comment.

3. Approval of Agenda

J. Morgan moved to approve the revised agenda (2nd J. Harless), and the motion passed unanimously.

4. Approval of October 3rd, 2019 Meeting Minutes

J. Harless had several suggested edits to page 2 of the minutes. J. Harless moved to approve the minutes with the noted revisions (2nd S. Kolon), and the motion passed unanimously.

5. Board Member Conflict of Interest Disclosure

No conflicts were declared.

6. Business

1. Downriver Community Conference Associate Member Renewal Fee – Discussion

T. Woollatt asked about the removal of the previous agenda item #1, Grandview Commons Eligible Activity Reimbursement, and staff indicated their environmental consultant was not available so they requested postponing until December. Mr. Woollatt asked about some of the due diligence invoices and that they are old, and staff indicated all activities, with the exception of due diligence, must not have occurred more than 24 months prior to submittal.

N. Voght referred to the 2019-2020 DCC Associate Member invoice received, for approximately $30,000, and the response letter sent to the DCC Chair, from the Board Chair J. McCallion. Staff explained that we knew this increase was coming, and were advised by the DCC Director to respond with an explanation of why the fee was too high and propose an alternative.

Staff is asking for Board direction on what fee level would be acceptable to continue to have access to DCC funding. J. Harless stated that calculating the fee based on population doesn’t make sense in our case. He asked if we knew what percentage of the dues paid by regular DCC members goes to support the Brownfield Consortium. Mr. Voght stated he did not know.

Mr. Harless further asked it would be good to know how much grant and loan funding the DCC has access to right now, and how much is anticipated for the next 1-2 years, and staff stated that is not clear, and sometimes hard to determine. Staff suggested that the way for the Board to look at this could to decide how much funding the County brownfield program has available to pay these dues, and what is having access to the potential DCC brownfield funding moving forward worth to our organization.

A. Krueger suggested that $5,000 be offered.

J. Harless moved to request staff contact DCC leadership to offer a $5,000 fee be set for Washtenaw County’s continued Associate membership in the DCC, but with a minimum 2-year commitment, (2nd A. Krueger), and the motion passed unanimously.

2. 1514 White Street LBRF Infrastructure Expense Approval – Action

Staff referred to the costs submitted for approval by the developer, including stormwater management, fire suppression, water/sewer leads, and cutting/capping of old leads. Approximately $287K in costs are included.

Don Tilicki, from Norstar, the developer, is present and commented on the City’s stormwater management requirements that all stormwater needs to be captured and managed.

Staff had specific questions about the catch basins and pipes leading to/from the underground detention system, and whether they can be considered part of the “urban stormwater management” eligible system. The Board discussed infrastructure, and that the MEDC policy is that costs for upgrading public mains are eligible, but not private leads serving individual properties. Staff stated that it was his understanding that any infrastructure within public rights-of- way or public easements would be eligible. J. Harless stated that only infrastructure benefitting the wider public would be eligible.

Staff asked about fire suppression leads, and the Board stated they did not believe that eligible.

Staff suggested that the Board at least approve $14,100 in costs today, which includes $9,250 in demolition costs for removal of a manhole, and $4,850 in demolition costs for removal of existing water/sanitary sewer leads (cut and cap).

J. Harless moved to approve $14,100 in additional Eligible Activities for LBRF grant reimbursement (2nd J. Morgan), and the motion passed unanimously.

3. 301 N. East Street, Rockwell Building, Form Brownfield Plan Review Sub-Committee, Chelsea – Action

Staff stated a formal brownfield application and fee have been submitted, and a draft Brownfield Plan is expected today or tomorrow. The Plan will need quick review as it will go to Chelsea City Council on Monday, November 18th.

The Board volunteered M. Naud, J. McCallion and J. Harless to form the committee and assist with review of the draft Brownfield Plan.

4. Ypsilanti Community Schools School Sites Phase I Environmental Assessment Grant Application – Action

N. Voght discussed the three former schools sites that the School district is examining for potential disposition. The County Office of Community and Economic Development (OCED) is assisting the school district in assessing these sites, which includes a need for Phase I and title work. The district has few resources and staff time to take on such an initiative, therefore OCED is assisting.

The Board discussed title work, and if it’s eligible, and members stated it can be part of a Phase I, and is therefore eligible.

S. Kolon moved to approve Phase I Environmental Assessment Grant, up to $20,000, for the three Ypsilanti Community Schools former school sites (2nd J. Morgan), and the motion passed unanimously.

5. 300 N. Zeeb, Form Brownfield Review Sub-Committee – Action

Staff indicated Scio Township has been approached by a developer to redevelop the northeast corner of I-94 and Zeeb Road. Staff will be presenting to the Scio Township Board of Trustees on brownfields generally, and the brownfield process. A formal application and draft Plan is expected within a month or so. The developer is working with PM Environmental.

J. Harless and S. Kolon volunteered. Staff would ask another Board member not currently attending the meeting to volunteer as well.

The question of whether special assessments can be captured by Brownfields arose. Staff suggested he call Jim Mills at the State of Michigan with the question.

J. Morgan left the meeting at 10:40 a.m.

6. October 2019 Financial Report - Action

Staff referred to the revised report, where the State of Michigan 3 SET mills invoice was added, with payments due on six Brownfield sites are due within 60 days. However, a quorum no longer exists, so no action is possible at this time.

7. Other Business

None.

8. Public Comment:

None.

9. Adjournment:

The meeting adjourned at 10:45 with no quorum present.

These minutes were approved by the Washtenaw County Brownfield Redevelopment Authority at the ______, 2019 Meeting. Washtenaw County Brownfield Redevelopment Authority

Agenda Summary Memo

Regular Board Meeting 9:00 a.m., Thursday, December 5, 2019 200 N. Main, Lower Level Conference Room

TO: Washtenaw County Brownfield Authority FROM: Nathan Voght, Washtenaw County Brownfield Coordinator DATE: November 27, 2019

1. Grandview Commons Eligible Activity Approval – Action

Please see enclosed a spreadsheet of submitted Eligible Activities being requested by the developer of this project. A total of $1,552,678 is being requested, which includes Environmental Investigations, Due Care Plans, Soil Management, Vapor Mitigation, Dewatering, Oversight and Project Management, Excavation, Backfill and Compaction, Brownfield Plan/Work Plan Preparation, Building and Site Demolition, Lead and Asbestos Abatement. The state/local and local-only breakdown is as follows:

Total $1,552,678

Local and State TIF Reimbursement $1,012,033

Local Only TIF Reimbursement $540,645 (inc. $46,436 in Demo Contingency)

Here is Table 1 from the Brownfield Plan, including all possible Eligible Activities, including 5% interest up to $469,812 (not yet charged).

Here is a detailed Eligible Activity Cost list from the Brownfield Plan:

Note the red box above includes all the costs for “Soil Management” that appear in the submitted summary spreadsheet. HERE IS A LINK TO THE BACK-UP DOCUMENTATION.

Please refer to AKTPeerless’ cover letter dated July 26, 2019 from Jeremy Fox describing the development and environmental activities that have occurred, and confirming the activities have been completed in the previous 24 months, and certifying that the activities described were completed in accordance with all applicable local, state, and federal guidelines, and in accordance with the approved Brownfield Plan and Work Plan.

Staff has reviewed the expenses and back-up documentation and found the submitted costs acceptable, with adequate back-up. However, staff needs Board feedback on several questions.

Staff asked the developer for more information related to the eligibility of “soil management” oversight fees charged by AR Brouwer (the general contractor owned by Mr. Brouwer) to the development entity, MMB Equities, LLC, owned by Mr. Brouwer and another individual. See the October 7, 2019 letter from Mr. Brouwer explaining the ownership and relationship between MMB Equities and his company, AR Brouwer. Note that Mr. Brouwer is part owner of the development entity, MMB Equities, but full/sole owner of AR Brouwer, the General Contractor for the project.

Based on the billing details from invoices, AR Brouwer charged $128,053.50 in soil management oversight fees being submitted for approval as eligible under Act 381. Mr. Brouwer, himself, charged 371 hours, at $120/hour, for $44,520 in costs. Staff raises the following questions regarding these fees:

1. Are soil management fees eligible if not conducted by personnel considered an Environmental Professional? Are there circumstances where management of soils that are eligible brownfield activities might be adequately overseen by any individual? (See email info from Kirstie Hardy on next page)

2. The Authority has never approved “developer fees” or “developer profits” as Eligible Activities for Tax Increment Reimbursement under Act 381. If an individual who is the developer charges soil management time (soft cost) to a project, vis a vis another business entity, would this be considered a developer fee or profit?

Staff’s suggests that, to avoid the potential conflict of the developer charging his own time to project management (what might be a Developer Fee), General Conditions costs related to the project are submitted, with a proposed formula to add a particular percentage “up-charge” to all submitted brownfield costs. This would be consistent with Brownfield Authority precedent for fully accounting for other construction General Condition activities that support the overall project and the brownfield activities/costs, and therefore are eligible. For example:

Overall project construction costs = $20M Brownfield Activities’ Costs = $2M Total General Conditions Costs = $200,000 (1% of overall construction costs)

Upcharge % applied to all $2M in submitted Eligible Activities = 1% or $20,000

Below is a summary of soil management fees, as provided by Kirstie Hardy, from AKT Peerless, via email:

The updated request includes documentation of $635,802 in expenses related to soil management (2D on the Cost Submittal Template). This includes work completed by the following contractors:

 North American Dismantling  Top Grade  Advanced Disposal  AKT Peerless  AR Brouwer

AKT Peerless’ scope of work that is included under “2D” includes soil verification sampling and the preparation of an EPA Cleanup Plan for PCB-contaminated soils. $20,430.39

AR Brouwer, as General Contractor, performed oversight, project management and coordinated all subcontractors’ work on-site, including soil work. The costs for these tasks is also included under “2D.” $128,053.50

AKT Peerless is the environmental professional overseeing all soil management work on-site, as described in the approved Act 381 Work Plan. The cost for this task is included under “2H.” $69,730.00

Staff looks forward to discussing this more at the November 7 meeting.

2. 1140 Broadway Eligible Brownfield Activity Approval – Discussion

Please see enclosed information from Morningside and SME supporting a request to approve $6,787,385.93 in actual Eligible Brownfield activities for the above project. This includes $3,441,235.78 in Environmental expenses and $3,346,150.15 in Non-Environmental expenses.

The expenses related to the parking deck are included in the above request, and were capped at $2,501,759, which is the specified amount approved in the Brownfield Plan in support of the 15 affordable housing units. Although the Board may approve this cost now, Section 17 of the Reimbursement Agreement states that of the $5,204,759 in total approved Non-Environmental expenses (including the $2,501,759 in support of affordable housing), up to $2,703,000 may be reimbursed prior to completion of the affordable housing units, and the remaining $2,501,759 will be reimbursed on a pro-rata basis, as affordable housing units are completed in phase I of the project.

Staff has reviewed the cost spreadsheet and back-up, and had several questions for the developer, which were emailed and responses provided. The emails are included in the packet. Staff has reviewed the documentation and emailed explanation for Construction Fees, Construction Management and General Conditions costs were applied. As the TIF-eligible were split from the beginning and billed separately, these additional costs were calculated only based on brownfield-eligible activities.

Here is a link to all documentation for the submittal: https://drive.google.com/drive/folders/12P4CyIh42TrzrW8yyUsROTBWrlOhmmpD?usp=sharing

Staff recommends that the $6,787,385.93 in expenses are approved, and that reimbursement of existing account balance of $6,084.71 be authorized.

3. 1514 White Street LBRF Eligible Activity Approval – Action

Please see enclosed invoice for additional demolition costs related to asbestos abatement for 1514 White Street, totaling $22,780. The Board has approved $230,800 in Eligible LBRF activities to-date, including $14,100 in demolition costs last month, which leaves $369,200 in remaining activities to approve. Staff supports approval of these costs.

4. 301 N. East Street, Rockwell Building, Brownfield Plan – Action

Please see the proposed Brownfield Plan for the above project, in the City of Chelsea, dated 11-12-19. The developer is proposing to acquire the property and rehabilitate the building into 36 apartments. The Board formed a review sub-committee on Nov. 7th, of member J. Harless, J. McCallion, and M. Naud, whom reviewed the draft plan and provided comments. The Plan was then approved by Chelsea City Council on Monday, November 18th, and is now before the Authority for approval. In addition, an Interlocal Agreement with the Chelsea DDA was approved by Chelsea DDA on Thursday, November 21st.

The Chelsea City Council also approved a 10-year Commercial Rehabilitation Abatement certificate at the 11-18 meeting, which will freeze most local taxes for 10 years. (The County Board of Commissioners provided final approval of the Commercial Rehabilitation District at their 11-20 meeting). The Certificate is only approved by the local municipality and State Tax Commission, and will mean most of the local tax millages will not be available for capture for 10 years. Therefore, only State School Taxes will be captured for Brownfield reimbursement purposes for the first 10 years. Therefore, Administrative Fees will not be capturable for these first 10 years. The City also placed a cap of 20 years on the overall Brownfield Plan through their approval Resolution.

The project is also seeking a $500,000 CMI grant from EGLE (City will be the grant-recipient), but indications are no more than $200,000 will be granted. Federal Historic Preservation Tax Credits are also being considered, and a Commercial Revitalization Grant request from the MEDC of $1.5 million, which initial indications are that no more than $750,000 will be approved.

Assuming Brownfield Authority approval on December 5th, it will go to the County Board of Commissioners for Ways/Means approval and setting the public hearing on January 22, 2020. The full County Board of Commissioners is anticipated to adopt the Brownfield Plan at the February 4th, 2020 meeting.

The Brownfield Plan proposes $659,605 in developer-reimbursable Eligible Activities, and 7% of annual capture for LBRF or Administrative Fees, for an estimated total of $53,842.

Staff recommends approval of the Brownfield Plan.

5. 301 N. East Street, Rockwell Building, DDA Interlocal Agreement – Action

Please see enclosed an Interlocal Agreement between the Chelsea DDA and the Brownfield Authority, which will authorize the DDA to forego TIF capture during the life of the Brownfield Plan, to allow the Brownfield Authority to capture the millages for reimbursement of Eligible Activities, pursuant to the Brownfield Plan.

The Chelsea DDA approved the Agreement at the November 21, 2019 meeting. Once fully approved and signed, the Agreement must be sent to the State of Michigan for acknowledgement.

6. 1140 Broadway Environmental Assessment Grant, EGLE – Action

EGLE is requesting assistance with off-site sampling of existing monitoring wells along the eastern boundary of the 1140 Broadway Site. Please see enclosed application. The CMI grant is almost exhausted, and is funding the last on-site sampling for PRB effectiveness in December. Off-site sampling should occur simultaneously, but there is no more CMI funding available to conduct the sampling. Wood will be overseeing the sampling by SME on-site, while Wood will conduct the off-site sampling on behalf of EGLE, which is on the adjacent multi-family property owned by McKinley. $15,000 is being requested, and EGLE staff will be available to answer questions about the sampling and costs.

7. Ypsilanti Community Schools School Sites Phase I Environmental Assessment Grant RFP – Action

The Office of Community and Economic Development is assisting the Ypsilanti Community Schools with disposing of three vacant/unused former school sites for potential redevelopment. The Authority approved an Environmental Assessment Grant for up to $20,000 to fund Phase I Assessments, Hazardous Material Survey and Title Work on the three sites at the November 7th meeting.

The enclosed RFQ/P will be distributed directly to environmental consultants in Michigan, in order to seek a qualified Environmental Consultant to perform the required investigations. Staff is looking for Board feedback on the RFQ. Once approved, staff will distribute. When cost proposals are received, staff will share with Ypsilanti Community Schools, for their recommendation, and then will present to the Board for approval. Or, the Board could form a sub-committee of members to assist the School District to review and recommend. Finally, the Board could simply authorize staff to work with Ypsilanti Community Schools to select a contractor and complete the work.

8. 2020 WCBRA Meeting Calendar – Action

Staff is requesting approval of the proposed 2020 meeting schedule.

9. November 2019 Financial Report – Information

Note the 2019 Summer capture from 140 Buchanan from the City of Chelsea previously not noted. A reimbursement payment to 140 Buchanan/Jiffy is also included, subtracting out the 3 SET mill payment due to the State of Michigan.

22725 Orchard Lake Rd Farmington, MI 48336 T (248) 615‐1333 F (248) 615‐1334 www.aktpeerless.com

July 26, 2019

Mr. Nathan Voght Brownﬁeld Redevelopment Coordinator Washtenaw County Oﬃce of Community & Economic Development (OCED) 415 West Michigan Avenue Ypsilan, MI 48197

Subject: Grandview Commons – Eligible Acvity Cerﬁcaon

Dear Mr. Voght,

On behalf of MMB Equies, L.L.C., AKT Peerless is subming this eligible acvity cerficaon leer. Pursuant to the Reimbursement Agreement (“Agreement”) between the Washtenaw County Brownfield Redevelopment Authority (“WCBRA”) and MMB Equies, L.L.C., AKT Peerless must cerfy that the eligible acvies included in the reimbursement request have been completed in accordance with the approved Brownfield Plan and Act 381 Work Plan.

MMB Equies is redeveloping the approximately 7.96‐acre brownﬁeld site located southwest of Grand Street and Baker Road in Dexter, Michigan (the “Property”). The Property formerly contained a small residenal home, an approximately 82,000‐square foot industrial manufacturing building and two small outbuildings.

Building and site demolion commenced in February 2018. AKT Peerless performed oversight of asbestos and hazardous material abatement and demolion acvies. Demolion of the former buildings is 100% complete.

Environmental condions at the Property were thoroughly evaluated by AKT Peerless in 2015, 2016 and 2017. Laboratory analycal results idenﬁed concentraons of volale organic compounds, polynuclear aromac hydrocarbons, heavy metals, and polychlorinated biphenyls (PCBs) in shallow subsurface soils across the Property exceeding the Michigan Department of Environmental Quality (MDEQ, now the Department of Environment, Great Lakes and Energy [EGLE]) General Residenal Cleanup Criteria (GRCC). As a result, extensive soil management acvies have been completed onsite including the removal of the following quanes from the following areas:

 Area A (270.26 tons)  Area B (1,167.74 tons)  Area C (523.85 tons)  Area D (1,595.75 tons)  Area E (228.01 tons)  Area F (48.94 tons)  Area G (392.19)  Former Basement (44.60 tons)  Former Berms (2,310.69 tons)  Large Pond and Building 6,7,8,9 basements (6,690.62 tons)

Mr. Nathan Voght Washtenaw County OCED July 26, 2019 Page 2

 Building 5 basement (2,806.61 tons)  Building 4 (592.41 tons)

The eligible acvies that form the basis for this reimbursement request were conducted within the last 24 months, with the excepon of some environmental assessment and due care planning acvies. Site development and remediaon acvies began in March of 2018. To date, approximately 16,671 tons of contaminated soil have been excavated from the site and disposed at the Arbor Hills landﬁll in Northville, Michigan.

During remediaon in target Area B, approximately 49,856 gallons of groundwater was containerized and disposed at the Envirosolids facility in Detroit, Michigan. AKT Peerless conducted groundwater sampling to determine disposal method during dewatering of excavaons and performed oversight during dewatering.

Incremental sampling of several of the proposed green spaces areas has also been completed. Acve sub‐slab vapor migaon systems have been and will connue to be installed in several of the buildings.

A Documentaon of Due Care Compliance report will be completed upon compleon of Phase I of the project.

AKT Peerless hereby cerﬁes that the eligible acvies, as documented in the July 2019 Sworn Statement, were completed in accordance with all applicable local, state and federal guidelines and in accordance with the approved Brownﬁeld Plan and Act 381 Work Plan.

Sincerely,

AKT PEERLESS

Jeremy Fox Project Manager

DESIGN/BUILD CONSTRUCTION MANAGEMENT GENERAL CONTRACTING

October 7, 2019

Washtenaw County Brownfield Authority Nathan Vought 415 W Michigan Ave. Ypsilanti, MI 48197

Dear Nathan Vought:

MMB Equities is owned by Rob Bulszewicz and myself. MMB Equities owns the property and is providing the financing for the project.

A. R. Brouwer is the general contractor for the project. I am the owner. A. R. Brouwer managed the approval process (site plan and environmental) for MMB Equities. We requested the bids, wrote the subcontracts, and provided project management and site supervision of the demolition, earthwork and spoils removal starting in March 2018 until the present. We will continue to manage the site until the overall project is completed.

Sincerely, Steve Brouwer

A. R. Brouwer Co. LLC 2830 Baker Rd. Dexter, MI 48130 P (734) 426-9980 F (734) 426-9985

2830 Baker Road, Suite 100 | Dexter, MI 48130 | (734) 426-9980 | www.arbrouwer.com Appendix A‐2 Detailed Accounting of Eligible Activities

Grandview Commons Brownfield Project Combined Total Amount Total Amount % of Budget Brownfield Plan EGLE Workplan State/Local TIF Incurred by Requested by Being WCBRA Task Approval Approval Eligible Developer Developer Requested Certification Associated Line Item Number on Sworn Statement Environmental Activities (EGLE) Contractor Invoice No. Invoice Date 1 BEA Environmental Assessment Activities 1A Phase I/Phase II/BEA$ 37,355 $ 37,355 $ 53,530 12 AKT Peerless 31118 3/30/2012 AKT Peerless 38035 2/28/2015 AKT Peerless 38386 3/31/2015 AKT Peerless 38742 4/30/2015 AKT Peerless 39130 5/31/2015 AKT Peerless 39549 6/30/2015 AKT Peerless 43454 6/29/2016 AKT Peerless 43912 7/31/2016 AKT Peerless 44446 8/31/2016 1B Supplemental Investigations$ 20,000 $ 20,000 Subtotal$ 57,355 $ 57,355 $ 57,355 $ 53,530 93.3% 2 Due Care Activities 2A Site-Specific Health and Safety Plan $ 5,000 $ 5,000 $ 5,000 12 AKT Peerless 50409 28/28/2018 AKT Peerless 50658 3/31/2018 2B Additional Sampling/Subsurface Investigation $ 135,000 $ 115,000 $ 94,762 12 AKT Peerless 46486 2/28/2017 AKT Peerless 46988 3/31/2017 AKT Peerless 50409 2/28/2018 AKT Peerless (Incremental Sampling W 51698 6/29/2018 AKT Peerless (Incremental Sampling W 52377 8/31/2018 AKT Peerless (Incremental Sampling W 52620 9/30/2018 AKT Peerless (Incremental Sampling W 52949 10/31/2018 AKT Peerless (Incremental Sampling W 54829 4/30/2019 AKT Peerless (Incremental Sampling W 55169 5/31/2019 2C Due Care Plans $ 39,000 $ 39,000 $ 22,927 12 AKT Peerless 48959 9/29/2017 AKT Peerless 50409 2/28/2018 AKT Peerless 50658 3/31/2018 AKT Peerless 50993 4/30/2018 AKT Peerless 51238 5/31/2018 AKT Peerless 51698 6/29/2018 AKT Peerless 51936 7/31/2018 AKT Peerless 52377 8/31/2018 AKT Peerless 52620 9/30/2018 2D Soil Management $ 849,950 $ 763,700 $ 636,383 2, 3, 5, 7, 12, 20, 21 2 North American Dismantling 4 7/31/2018 3 North American Dismantling 3 5/31/2018 5 Top Grade 953 6/26/2018 5 Top Grade 954 6/26/2018 5 Top Grade 955 6/26/2018 5 Top Grade 958 7/6/2018 5 Top Grade 959 7/6/2018 5 Top Grade 960 7/6/2018 5 Top Grade 961 7/6/2018 5 Top Grade 962 7/6/2018 5 Top Grade 964 7/25/2018 5 Top Grade 965 7/25/2018 5 Top Grade 966 7/25/2018 5 Top Grade 967 7/25/2018 5 Top Grade 968 7/25/2018 5 Top Grade 979 8/25/2018 5 Top Grade 981 8/29/2018 5 Top Grade 988 9/18/2018 5 Top Grade 991 10/8/2018 5 Top Grade 1003 10/22/2018 5 Top Grade 1013 12/23/2018 5 Top Grade 1024 2/25/2019 5 Top Grade 1031 4/29/2019 7 Advanced Disposal V10000101777 3/25/2018 7 Advanced Disposal V10000101921 3/31/2018 7 Advanced Disposal V10000102239 4/22/2018 7 Advanced Disposal V10000102735 5/20/2018 7 Advanced Disposal V10000102613 5/13/2018 7 Advanced Disposal V10000102504 5/6/2018 7 Advanced Disposal V10000102915 5/31/2018 7 Advanced Disposal V10000103634 7/15/2018 7 Advanced Disposal V10000104280 8/26/2018 7 Advanced Disposal V10000105152 10/14/2018 7 Advanced Disposal V10000105258 10/21/2018 7 Advanced Disposal V10000107097 2/28/2019 12 AKT Peerless (verification sampling) 50993 4/30/2018 Appendix A‐2 Detailed Accounting of Eligible Activities

12 AKT Peerless (verification sampling) 51238 5/31/2018 12 AKT Peerless (verification sampling) 50658 3/31/2018 12 AKT Peerless (EPA PCB Cleanup Plan) 52949 10/31/2018 12 AKT Peerless (EPA PCB Cleanup Plan) 53341 11/30/2018 20 Great Lakes Fusion AHP 201830 6/29/2018 21 AR Brouwer 3017 3/31/2018 21 AR Brouwer 3018 4/30/2018 21 AR Brouwer 3019 5/31/2018 21 AR Brouwer 3020 6/30/2018 21 AR Brouwer 3034 7/31/2018 21 AR Brouwer 3035 8/31/2018 21 AR Brouwer 3036 9/30/2018 21 AR Brouwer 3037 10/31/2018 21 AR Brouwer 3051 1/1/2019 21 AR Brouwer 3096 3/30/2019 21 AR Brouwer 3164 4/30/2019 21 AR Brouwer 3165 5/31/2019 21 AR Brouwer 3166 6/28/2019

2E Stormwater Seals and Gaskets$ 16,000 2F Vapor Mitigation System (building H) $ 64,000 $ 268,250 $ 87,880 6, 12, 16, 18, 19 6 Top Grade (stone base for VMS) 953 6/26/2018 6 Top Grade (stone base for VMS) 954 6/26/2018 6 Top Grade (stone base for VMS) 964 7/25/2018 6 Top Grade (stone base for VMS) 965 7/25/2018 6 Top Grade (stone base for VMS) 985 9/14/2018 6 Top Grade (stone base for VMS) 986 9/14/2018 6 Top Grade (stone base for VMS) 991 10/8/2018 6 Top Grade (stone base for VMS) 1013 12/23/2018 12 AKT Peerless (design) 50409 2/28/2018 12 AKT Peerless (design) 50658 3/31/2018 12 AKT Peerless (design) 50993 4/30/2018 12 AKT Peerless (design) 51238 5/31/2018 12 AKT Peerless (design & sg testing) 51698 6/29/2018 12 AKT Peerless (design) 51936 7/31/2018 12 AKT Peerless (design) 52377 8/31/2018 12 AKT Peerless (design) 53341 11/30/2018 12 AKT Peerless (soil gas testing) 54829 4/30/2019 12 AKT Peerless (soil gas testing) 55169 5/31/2019 12 AKT Peerless (design & sg testing) 55391 6/30/2019 16 Hanes Geo Components 64-562172 8/24/2018 16 Hanes Geo Components 64-552857 7/17/2018 16 Hanes Geo Components 64-547677 6/25/2018 16 Hanes Geo Components 64-584230 12/6/2018 18 Mastercraft Plumbing 22634 2/28/2019 19 A.R. Brouwer 3144 3/1/2019 19 A.R. Brouwer 3156 6/1/2019 19 A.R. Brouwer 3144 3/1/2019 2G Dewatering $ 39,300 $ 16,880 8, 9, 12, 13 8 Enviro Solids 43905 3/29/2018 8 Enviro Solids 43906 3/30/2018 8 Enviro Solids 44132 4/20/2018 8 Enviro Solids 44084 4/19/2018 8 Enviro Solids 44101 4/19/2018 8 Enviro Solids 47991 10/22/2018 9 Adler Tank Rental 4329067 3/31/2018 9 Adler Tank Rental 4331536 4/24/2018 12 AKT Peerless (gw characterization) 50409 2/28/2018 12 AKT Peerless (gw characterization) 50658 3/31/2018 12 AKT Peerless (gw characterization) 50993 4/30/2018 13 Clean Harbors 1002285254 4/9/2018 13 Clean Harbors 1804306095 8/23/2018 13 Clean Harbors 1804306095 8/23/2018 2H Oversight and Project Management related to Due Care $ 80,130 $ 105,630 $ 69,730 12 AKT Peerless 50409 2/28/2018 AKT Peerless 50658 3/31/2018 AKT Peerless 50993 4/30/2018 AKT Peerless 51238 5/31/2018 AKT Peerless 51698 6/29/2018 AKT Peerless 51936 7/31/2018 AKT Peerless 52377 8/31/2018 AKT Peerless 52620 9/30/2018 AKT Peerless 52949 10/31/2018 AKT Peerless 53341 11/30/2018 AKT Peerless 53532 12/31/2018 AKT Peerless 53988 1/31/2019 AKT Peerless 54206 2/28/2019 AKT Peerless 54829 4/30/2019 AKT Peerless 55391 6/30/2019 Appendix A‐2 Detailed Accounting of Eligible Activities

Subtotal$ 1,173,080 $ 1,351,880 $ 1,173,080 $ 933,562 79.6% 3 Additional Response Activities 3A Vapor Mitigation System $ 239,000 3B Excavation (Basements & Large Pond) $ 61,515 local only$ 93,202 15 15 D&R Earthmoving 1807-001 5/23/2018 15 D&R Earthmoving 1807-002 5/23/2018 15 D&R Earthmoving 1807-003 5/23/2018 3C Backfill & Compaction $ 100,000 local only$ 59,907 10, 11, 14, 17 10 Metro Transport 23602 3/24/2018 10 Metro Transport 23637.02 3/31/2018 11 CTI & Associates 44472 4/4/2018 11 CTI & Associates 44579 5/15/2018 14 Delta Sand & Gravel 2018-057 4/24/2018 14 Delta Sand & Gravel 2018-065 4/30/2018 14 Delta Sand & Gravel 2018-045 4/19/2018 14 Delta Sand & Gravel 2018-113 5/14/2018 17 Poured Brick Walls 18-1003 10/3/2018

3D Field Oversight, Documentation & Reporting $ 55,500 Subtotal$ 456,015 $ - $ 456,015 $ 153,109 33.6%

4 Brownfield Plan & Act 381 Work Plan Preparation$ 25,000 $ 25,000 $ 25,000 $ 25,000 $ 25,000 100.0% 12 AKT Peerless 41837 1/31/2016 AKT Peerless 43074 5/31/2016 AKT Peerless 44507 8/31/2016 AKT Peerless 44911 9/30/2016 AKT Peerless 45297 10/31/2016 AKT Peerless 45704 11/30/2016 AKT Peerless 46026 12/31/2016 AKT Peerless 46486 2/28/2017 AKT Peerless 47210 4/30/2017 AKT Peerless 50409 2/28/2018 5 Contingencies (15%)$ 220,137 $ 202,782 $ 202,782 0.0% Total$ 1,931,587 $ 1,637,017 $ 1,914,232 $ 1,165,201 $ 1,165,201 60.9%

Non-Environmental Activities (local-only) 6 Demolition 6A Building & Site Demolition $ 303,800 Local Local$ 350,236 $ 303,800 100.0% 1 & 12 1 North American Dismantling 1 3/30/2018 1 North American Dismantling 2 4/30/2018 1 North American Dismantling 3 5/31/2018 1 North American Dismantling 4 7/31/2018 1 North American Dismantling 5 8/30/2018 1 North American Dismantling 6 9/20/2018 1 North American Dismantling 7 9/20/2018 12 AKT Peerless 50409 2/28/2018 12 AKT Peerless 50658 3/31/2018 12 AKT Peerless 50993 4/30/2018 12 AKT Peerless 51238 5/31/2018 7 Abatement Only Only 7A Lead & Asbestos Survey and Abatement $ 17,870 $ 32,380 $ 32,380 181.2% 4, 12 4 Environmental Engineers 14190 2/22/2018 4 Environmental Engineers 14389 5/11/2018 4 Environmental Engineers 14432 6/4/2018 12 AKT Peerless 31118 3/30/2012 12 AKT Peerless 39130 5/31/2015 12 AKT Peerless 39549 6/30/2015 Costs Costs 8 Brownfield Plan Preparation$ 5,000 $ 4,860.26 $ 4,860 97.2% 12 AKT Peerless 42085 2/29/2016 AKT Peerless 42426 3/31/2016 AKT Peerless 43701 6/30/2016 AKT Peerless 44023 7/31/2016 9 Contigencies (15%)$ 70,978 $ 46,436 65.4% Total$ 397,648 $ - $ 387,476 $ 387,476 97.4%

Total Eligible Activities$ 2,329,235 $ 1,637,017 $ 1,914,232 $ 1,552,678 $ 1,552,678 81.1% 2830 Baker Road Phone: 734-426-9980 [email protected] Suite 100 Fax: 734-426-9985 www.arbrouwer.com Dexter, MI 48130

MMB Equities LLC

October 7, 2019

Washtenaw County Brownfield Authority Nathan Vought 415 West Michigan Avenue Ypsilanti, MI 48197

RE: Grandview Commons Reimbursement Request REVISED: Replaces original request submitted on 7/30/19

Dear Nathan Vought,

MMB Equities, LLC is requesting reimbursement for activities that have been completed in accordance with the Grandview Commons approved Brownfield Plan. The request is being prepared and submitted pursuant to the reimbursement agreement executed by MMB Equities, LLC and the WCBRA.

The Total amount of the request is $1,552,677.58. We expect that a second request will be made by the end of the calendar year for additional environmental activity costs.

Please feel free to contact us if you have any questions regarding the supplemental information included in the reimbursement request.

Thank you.

Sincerely,

Steve Brouwer

Nathan Voght

From: Jeremy Fox Sent: Thursday, August 29, 2019 4:00 PM To: Kirstie Hardy Subject: FW: Revised Incremental Sampling Work Plan - Grandview Commons Redevelopment Project

Kirstie‐

The following is the communication related to the Incremental Sampling Work Plan and activities.

Let me know if you need anything.

Jeremy

From: Doxtader, Sheryl (DEQ) Sent: Friday, September 14, 2018 10:10 AM To: Jeremy Fox Subject: Re: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

Jeremy Thanks for the update.

Sheryl

Sent from my iPhone

On Sep 13, 2018, at 7:09 PM, Jeremy Fox wrote:

Hi Sheryl‐

We made some pretty good progress out at the site today. We got about 1/4 of the topsoil pile sampled as well as one of the other sample units today with a couple of crews of people.

We won’t be out there tomorrow so I just wanted to give you a heads up if you were planning on stopping over. I can let you know when we will be out here again to conduct more of the incremental sampling.

Take care,

Jeremy Fox Project Manager

AKT Peerless Environmental 22725 Orchard Lake Road Farmington, MI 48336 P (248) 615‐1333 C (248) 417‐6078 [email protected]

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aktpeerless.com

On Sep 11, 2018, at 3:36 PM, Doxtader, Sheryl (DEQ) wrote:

Thanks Jeremy, I may stop by later in the day on Thursday or Friday.

Sheryl Doxtader Senior Environmental Quality Analyst MI Department of Environmental Quality Jackson District Office 517‐612‐9171 [email protected]

From: Jeremy Fox Sent: Tuesday, September 11, 2018 3:31 PM To: Doxtader, Sheryl (DEQ) Cc: Miller, Mary (DEQ) ; Branch, Holden (DEQ) Subject: RE: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

HI again‐

Looks like we will be out there on this Thursday to start the sampling. Please let me know if you have any questions.

Jeremy

From: Doxtader, Sheryl (DEQ) Sent: Monday, September 10, 2018 9:29 AM To: Jeremy Fox Cc: Miller, Mary (DEQ) ; Branch, Holden (DEQ) Subject: RE: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

Good Morning Jeremy, The revised work plan looks good with one suggestion, for the topsoil ISM sampling can you divide that into 4 decision units (DUs)? That would reduce collecting each increment to every 4 or 5 excavator buckets rather than 7 and still keep the mass around 2.5 kilograms. Also, how will you handle soil in the green space area if one of the layers is above criteria but the others are not within a sample unit? Will the entire area (all three layers) be removed?

I don’t think you need to revise the work plan, just confirm the suggested change if you are agreeable and send over amended Tables 1 and 2 regarding the DUs. Can you give us a heads up when you plan on doing the sampling this week, one or more of us might want to come out to observe some of the sampling.

Thanks Sheryl Doxtader

2 Senior Environmental Quality Analyst MI Department of Environmental Quality Jackson District Office 517‐612‐9171 [email protected]

From: Jeremy Fox Sent: Monday, September 10, 2018 8:13 AM To: Doxtader, Sheryl (DEQ) Subject: RE: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

Thanks Sheryl‐

Any update on the review process? We are trying to get the sampling of the topsoil pile done this week. Please advise at your earliest convenience.

Jeremy

From: Doxtader, Sheryl (DEQ) Sent: Wednesday, September 5, 2018 3:34 PM To: Jeremy Fox Subject: RE: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

Hi Jeremy, I will take a look at this tomorrow and let you know if I have any questions.

Sheryl Doxtader Senior Environmental Quality Analyst MI Department of Environmental Quality Jackson District Office 517‐612‐9171 [email protected]

From: Jeremy Fox Sent: Wednesday, September 05, 2018 3:10 PM To: Miller, Mary (DEQ) Cc: Doxtader, Sheryl (DEQ) ; Kyle Jump ; Brett Shoaff Subject: Revised Incremental Sampling Work Plan ‐ Grandview Commons Redevelopment Project

Hi Mary and Sheryl‐

I trust all is well. Per our recent phone conversation, attached is a copy of the revised ISM Work Plan. I’d like to be able to start sampling the topsoil pile next week. Please let me know if you think this schedule represents a problem or if you have any questions, comments, or concerns.

Thanks,

Jeremy Fox Project Manager

AKT Peerless Environmental 22725 Orchard Lake Road, Farmington, MI 48336 P (248) 615‐1333 C (248) 417‐6078 [email protected]

aktpeerless.com

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September 18, 2019

Mr. Nathan Voght, AICP Washtenaw County Brownfield Redevelopment Coordinator The Kramer Building 43980 Plymouth Oaks Blvd. ReImagine Washtenaw Project Manager Plymouth, MI 48170-2584 Washtenaw County Office of Community & Economic Development (OCED) 415 West Michigan Avenue T (734) 454-9900 Ypsilanti, MI 48197 www.sme-usa.com Sent via E-mail: [email protected]

RE: Act 381 TIF Draw #1-8 Submittal Morningside Builders, LLC 1140 Broadway Street Ann Arbor, Michigan 48105 SME Project No.: 077735.00

Dear Mr. Voght,

On behalf of Morningside Builders, LLC’s (Morningside), we have reviewed their eligible brownfield expenses for their tax increment financing (TIF) submittals for Draws #1 through #8 for the above referenced project. These draws include eligible costs from the project beginning through July 31, 2019. Additional costs since January 2019 may be included in future submittals. The TIF approved for the project relate to the project TIF approval documents consisting of:  the Brownfield Plan approved by the City of Ann Arbor and the Washtenaw County Brownfield Redevelopment Authority;  the Work Plan approved by the Michigan Department of Environmental Quality (MDEQ), Michigan Strategic Fund (MSF) board, and the Michigan Economic Development Corporation (MEDC); and  the Work Plan Addendum #1 approved by the MDEQ.

As part of our review, we evaluated the eligible costs and the associated backup documentation with those costs against the project TIF approval documents and the requirements of Act 381 of 1996, as amended, the Michigan Department of Environmental, Great Lakes, and Energy (EGLE), and the Michigan Economic Development Corporation (MEDC). We believe the eligible activities included in Draw #1 through Draw #8 totaling $6,787,385.93 are eligible for TIF reimbursement and there is sufficient backup documentation to support the reimbursement request. Of that amount, $3,441,235.78 are eligible environmental activities and $3,346,150.15 are eligible non-environmental activities. The invoice associated with the eligible activities are summarized on the attached table and the backup documentation for these invoices are also attached organized by Draw submittal.

Contingency has been allocated to eligible activities as necessary, but the total amount of approved environmental and non-environmental activities has been treated as a hard cap for those categories of eligible activities. Individual categories were allowed to go over budget provided the total amount of eligible environmental or non-environmental were under the approved amount the EGLE and the MEDC, as applicable.

One exception is that the approved eligible amount for the parking structure has been treated as a hard cap of $2,501,760 and no contingency was applied to that cost category.

If you have any questions about this letter, or the backup documentation for the eligible activities, please contact us.

Sincerely,

SME

Jeffrey R. Lanier, PE Mark J. Quimby Senior Consultant Senior Consultant

Distribution: Ron Mucha, Morningside Builders, LLC ([email protected])

Attachments  TIF Summary Table for Draw #1 through #8  Backup Documentation for TIF Draw #1  Backup Documentation for TIF Draw #2  Backup Documentation for TIF Draw #3  Backup Documentation for TIF Draw #4  Backup Documentation for TIF Draw #5  Backup Documentation for TIF Draw #6  Backup Documentation for TIF Draw #7  Backup Documentation for TIF Draw #8

TAX INCREMENT FINANCING - DRAW 1 - 8 DRAW AND INVOICE SUMMARY

INVOICED REMAINING BUDGET DRAW 1 DRAW 2 DRAW 3 DRAW 4 DRAW 5 DRAW 6 DRAW 7 DRAW 8 TO DATE BUDGET

ENVIRONMENTAL 5,693,683.00 3,441,235.78 2,252,447.22 1,521,559.15 199,917.01 774,861.66 249,607.82 232,304.87 60,912.67 264,256.41 137,816.19 Phase 1 ESA 9,000.00 7,520.00 1,480.00 7,520.00 ------Phase 2 ESA 15,000.00 13,861.75 1,138.25 13,861.75 ------BEA 11,000.00 10,500.00 500.00 10,500.00 ------Due Care (Consulting) - - - - - Response Activity 68,000.00 63,700.38 4,299.62 48,107.63 - 15,592.75 - - - - - Investigation 166,000.00 160,736.74 5,263.26 159,770.99 - 965.75 - - - - - Documentation / Plans 40,000.00 18,000.00 22,000.00 12,000.00 - 6,000.00 - - - - - Soil Characterization 5,000.00 4,292.50 707.50 - - 4,292.50 - - - - - Effluent Characterization 1,500.00 964.95 535.05 - - 964.95 - - - - - VI Design 15,000.00 4,000.00 11,000.00 4,000.00 ------VI Monitoring 45,000.00 - 45,000.00 ------VI Documentation 20,000.00 - 20,000.00 ------Trackout Characterization 600.00 - 600.00 ------Design Utility Seals 2,000.00 2,000.00 - 2,000.00 ------Abandon Wells 15,600.00 10,000.00 5,600.00 - - 10,000.00 - - - - - Field Monitoring 106,410.00 46,832.75 59,577.25 570.00 - 46,262.75 - - - - - Additional Response 154,850.00 158,613.00 (3,763.00) 144,290.50 - 14,322.50 - - - - - Brownfield and Work Plans 50,220.00 55,568.19 (5,348.19) 50,573.19 - 4,995.00 - - - - - PRB 805,520.00 672,520.00 133,000.00 - - 393,120.00 - 201,700.00 - 77,700.00 - Due Care (Construction) Management Contaminated Soil Type 2 1,057,824.00 458,693.90 599,130.10 276,745.65 16,847.09 62,795.06 13,292.43 7,775.71 1,887.16 6,376.02 72,974.78 Type 1 1,254,000.00 642,273.88 611,726.12 299,831.22 - 154,285.38 91,855.56 400.00 13,041.00 44,060.64 38,800.08 Greater than LDR criteria 217,176.00 - 217,176.00 ------Management Dewatering Effluent 50,000.00 11,000.00 39,000.00 4,700.00 1,200.00 1,200.00 900.00 1,000.00 850.00 550.00 600.00 Vapor Mitigation (excl. consulting) 325,411.00 67,909.00 257,502.00 - - - - 2,150.00 22,356.00 38,384.00 5,019.00 Trackout and Dust Control Decontamination Pad 13,000.00 8,500.00 4,500.00 4,500.00 ------4,000.00 Water Truck 13,000.00 12,200.00 800.00 2,500.00 - - 2,500.00 2,500.00 2,500.00 1,100.00 1,100.00 Erosion Control 50,000.00 40,571.60 9,428.40 18,000.00 2,500.00 4,000.00 3,500.00 3,143.00 3,143.00 3,142.80 3,142.80 Temporary Roads 120,500.00 90,037.50 30,462.50 24,000.00 10,000.00 8,000.00 25,990.65 12,000.00 10,046.85 - - Street Sweeping 45,000.00 18,360.00 26,640.00 4,993.75 935.00 3,336.25 488.75 1,105.00 3,017.50 3,718.75 765.00 Wheel Wash / Rumble Strips 30,000.00 15,779.52 14,220.48 ------15,779.52 - Prevent Exascerbation / Exposure - - - Waterproof - Elevator 14,491.00 10,691.00 3,800.00 ------1,700.00 8,991.00 Waterproof - Foundation 26,000.00 21,000.00 5,000.00 - 6,500.00 13,000.00 1,500.00 - - - - Phase 3 Laydown 94,500.00 94,500.00 - 94,500.00 ------Utility Seals / Wrap 74,000.00 61,532.72 12,467.28 ------61,532.72 - Redesign Utilities / Foundation - GW - - - Detention / Storm Sewer 279,837.00 214,989.16 64,847.84 - 93,226.36 19,596.50 95,234.98 - - 6,931.32 - Sanitary Sewer 33,244.00 17,237.50 16,006.50 - - 7,237.50 10,000.00 - - - - Watermain 190,000.00 188,000.00 2,000.00 119,807.03 65,192.97 - - - 3,000.00 - - Foundation 200,000.00 200,000.00 - 200,000.00 ------Construction Fee 75,000.00 38,849.74 36,150.26 18,787.44 3,515.59 4,894.77 4,345.45 531.16 1,071.16 3,280.64 2,423.53 Contingency ------

NON-ENVIRONMENTAL 5,204,759.00 3,346,150.15 1,858,608.85 1,576,908.28 474,849.96 188,854.80 296,915.81 265,086.89 463,282.27 17,492.87 62,759.27 Demolition 36,528.00 30,800.00 5,728.00 30,000.00 - - - - 800.00 - - Infrastructure Improvements - - Paving and Streetscape 620,000.00 58,318.96 561,681.04 - - - - 6,000.00 - 10,000.00 42,318.96 Traffic Signals 100,000.00 - 100,000.00 ------RRFB 150,000.00 - 150,000.00 ------Turn Lanes 108,000.00 - 108,000.00 ------Utility / Power Pole Relocation 50,000.00 36,922.59 13,077.41 19,974.26 - - - 6,102.44 - - 10,845.89 Bus Stop Improvements 25,000.00 - 25,000.00 ------Gas Utility Fees 20,000.00 - 20,000.00 ------Sanitary Sewer 97,000.00 - 97,000.00 ------Site Preparation (unsuitable soil) 198,000.00 13,166.68 184,833.32 - 11,909.00 - - - - 1,257.68 - Additional Activities - - - Parking Structure 2,501,760.00 2,501,759.00 1.00 1,091,312.00 387,164.00 147,210.00 265,677.37 186,386.00 424,009.63 - Stormwater Detention 260,000.00 260,000.00 - 176,668.58 56,939.88 26,391.54 - - - - Soft Costs - - - Architecture / Engineering 88,000.00 55,514.00 32,486.00 55,514.00 ------Construction Mgnt / General Conditions 400,322.00 331,560.60 68,761.40 176,856.99 17,295.10 14,780.85 26,323.62 51,694.86 30,247.38 5,752.37 8,609.43 Work Plan 15,000.00 - 15,000.00 ------Construction Fee 85,000.00 58,108.32 26,891.68 26,582.45 1,541.98 472.41 4,914.82 14,903.59 8,225.26 482.82 984.99 Contingency 450,149.00 - 450,149.00 ------

TOTALS 10,898,442.00 6,787,385.93 4,111,056.07 3,098,467.43 674,766.97 963,716.46 546,523.63 497,391.76 524,194.94 281,749.28 200,575.46 1140 BROADWAY STREET - ANN ARBOR, MICHIGAN

TAX INCREMENT FINANCING - DRAW 1 - 8

INVOICES - PAGE 1 OF 3

SME Work Smart #4328 10-17- 82957 84687A 87102A 73676A 82956 69789A 72870 66176 69177 91702A 16

ENVIRONMENTAL Phase 1 ESA - 3,200.00 - 4,320.00 - Phase 2 ESA - - - 1,815.50 5,946.25 - 6,100.00 BEA - 3,000.00 3,000.00 4,500.00 - Due Care (Consulting) Response Activity 9,997.50 28,918.88 9,191.25 15,592.75 Investigation 74,763.30 51,662.41 18,647.75 5,579.55 4,906.48 1,980.00 2,231.50 965.75 Documentation / Plans - 12,000.00 - 6,000.00 Soil Characterization - - - 4,292.50 Effluent Characterization - - - 964.95 VI Design - 4,000.00 - - VI Monitoring - - - - VI Documentation - - - - Trackout Characterization - - - - Design Utility Seals - 2,000.00 - - Abandon Wells - - - 10,000.00 Field Monitoring - - 570.00 46,262.75 Additional Response - 10,253.75 134,036.75 14,322.50 Brownfield and Work Plans - 16,469.27 9,924.51 13,948.83 2,691.82 7,538.76 4,995.00 PRB - - - Due Care (Construction) Management Contaminated Soil Type 2 Type 1 Greater than LDR criteria Management Dewatering Effluent Vapor Mitigation (excl. consulting) Trackout and Dust Control Decontamination Pad Water Truck Erosion Control Temporary Roads Street Sweeping Wheel Wash / Rumble Strips Prevent Exascerbation / Exposure Waterproof - Elevator Waterproof - Foundation Phase 3 Laydown Utility Seals / Wrap Redesign Utilities / Foundation - GW Detention / Storm Sewer Sanitary Sewer Watermain Foundation Construction Fee Contingency

NON-ENVIRONMENTAL Demolition Infrastructure Improvements Paving and Streetscape Traffic Signals RRFB Turn Lanes Utility / Power Pole Relocation Bus Stop Improvements Gas Utility Fees Sanitary Sewer Site Preparation (unsuitable soil) Additional Activities Parking Structure Stormwater Detention Soft Costs Architecture / Engineering Construction Mgnt / General Conditions Work Plan Construction Fee Contingency

TOTALS 84,760.80 115,035.04 181,915.02 20,004.06 18,855.31 4,507.32 17,805.01 1,980.00 2,231.50 103,396.20 6,100.00 1140 BROADWAY STREET - ANN ARBOR, MICHIGAN

TAX INCREMENT FINANCING - DRAW 1 - 8

INVOICES - PAGE 2 OF 3

ROCKFORD DTE 2018 2019

Inv 1 6/25/2019 Thru 10-31 Thru 11-30 Thru 12-31 Thru 1-31 Thru 2-28 Thru 3-31 Thru 4-30 Thru 5-31 Thru 6-30 Thru 7-31

ENVIRONMENTAL Phase 1 ESA Phase 2 ESA BEA Due Care (Consulting) Response Activity Investigation Documentation / Plans Soil Characterization Effluent Characterization VI Design VI Monitoring VI Documentation Trackout Characterization Design Utility Seals Abandon Wells Field Monitoring Additional Response Brownfield and Work Plans PRB Due Care (Construction) Management Contaminated Soil Type 2 233,357.03 43,388.62 - 16,847.09 62,795.06 13,292.43 7,775.71 1,887.16 6,376.02 72,974.78 Type 1 - 299,831.22 - - 154,285.38 91,855.56 13,041.00 44,060.64 38,800.08 Greater than LDR criteria Management Dewatering Effluent 2,500.00 1,200.00 1,000.00 1,200.00 1,200.00 900.00 1,000.00 850.00 550.00 600.00 Vapor Mitigation (excl. consulting) 2,150.00 22,356.00 38,384.00 5,019.00 Trackout and Dust Control Decontamination Pad 3,000.00 1,500.00 - - - 4,000.00 Water Truck 2,500.00 - - - - 2,500.00 2,500.00 1,100.00 1,100.00 Erosion Control 10,000.00 5,000.00 3,000.00 2,500.00 4,000.00 3,500.00 3,143.00 3,143.00 3,142.80 3,142.80 Temporary Roads 20,000.00 - 4,000.00 10,000.00 8,000.00 25,990.65 12,000.00 10,046.85 Street Sweeping 2,316.25 1,232.50 1,445.00 935.00 3,336.25 488.75 1,105.00 3,017.50 3,718.75 765.00 Wheel Wash / Rumble Strips 15,779.52 Prevent Exascerbation / Exposure Waterproof - Elevator 1,700.00 8,991.00 Waterproof - Foundation - - - 6,500.00 13,000.00 1,500.00 Phase 3 Laydown 94,500.00 - - Utility Seals / Wrap 61,532.72 Redesign Utilities / Foundation - GW Detention / Storm Sewer - - - 93,226.36 19,596.50 95,234.98 6,931.32 Sanitary Sewer - - - - 7,237.50 10,000.00 Watermain - - 119,807.03 65,192.97 - 3,000.00 Foundation - 19,728.75 180,271.25 - - Construction Fee 6,590.30 6,656.67 5,540.47 3,515.59 4,894.77 4,345.45 531.16 1,071.16 3,280.64 2,423.53 Contingency -

NON-ENVIRONMENTAL Demolition 23,000.00 5,000.00 2,000.00 - - 800.00 Infrastructure Improvements Paving and Streetscape 6,000.00 10,000.00 42,318.96 Traffic Signals RRFB Turn Lanes Utility / Power Pole Relocation 19,974.26 10,845.89 Bus Stop Improvements Gas Utility Fees Sanitary Sewer Site Preparation (unsuitable soil) - - - 11,909.00 - 1,257.68 Additional Activities Parking Structure 362,784.00 728,528.00 387,164.00 147,210.00 265,677.37 186,386.00 424,009.63 Stormwater Detention - - 176,668.58 56,939.88 26,391.54 Soft Costs Architecture / Engineering Construction Mgnt / General Conditions - - 176,856.99 17,295.10 14,780.85 26,323.62 51,694.86 30,247.38 5,752.37 8,609.43 Work Plan Construction Fee 410.03 6,580.49 19,591.93 1,541.98 472.41 4,914.82 14,903.59 8,225.26 482.82 984.99 Contingency

TOTALS 398,173.61 752,902.25 1,418,709.25 1,418,709.25 467,200.26 544,023.63 289,189.32 524,194.94 204,049.28 189,729.57 19,974.26 10,845.89 1140 BROADWAY STREET - ANN ARBOR, MICHIGAN

TAX INCREMENT FINANCING - DRAW 1 - 8

INVOICES - PAGE 3 OF 3

AST AT&T MDEQ MWC Inv 001 Inv 002 Inv 003 16196A-5 16196A-10 16196A-11 16196A-12 16196A-16

NON-ENVIRONMENTAL Demolition Infrastructure Improvements Paving and Streetscape Traffic Signals RRFB Turn Lanes Utility / Power Pole Relocation 6,102.44 Bus Stop Improvements Gas Utility Fees Sanitary Sewer Site Preparation (unsuitable soil) Additional Activities Parking Structure Stormwater Detention Soft Costs Architecture / Engineering 1,194.00 6,368.00 4,685.00 5,124.00 38,143.00 Construction Mgnt / General Conditions Work Plan Construction Fee Contingency

TOTALS 393,120.00 201,700.00 77,700.00 6,102.44 400.00 1,194.00 6,368.00 4,685.00 5,124.00 38,143.00 Nathan Voght

From: Mark Quimby Sent: Wednesday, November 27, 2019 9:24 AM To: Nathan Voght Cc: Jeff Lanier; Ronald S. Mucha ([email protected]) Subject: RE: 1140 Broadway TIF Submittal (Draw 1 - 8) Attachments: SME Accounts Receivable Ledger_073987.00.pdf; SME Accounts Receivable Ledger_073987.01.pdf; SME Accounts Receivable Ledger_ 073987.02.pdf; SME Accounts Receivable Ledger_077735.00.pdf; MWC Inv 16196A-5.pdf; MWC Inv 16196A-10.pdf; MWC Inv 16196A-11.pdf; MWC Inv 16196A-12.pdf; MWC Inv 16196A-16.pdf

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello, Nathan.

Our responses to your comments are below. I’ll be heading to Chicago and working in the car while my wife drives today. I am available to discuss.

The Brownfield Plan budget sets the maximum amount for reimbursement, which was equal to $10,898,443 split between $5,693,683 eligible environmental activities (including Work Plan budget) and $5,204,760 eligible non‐environmental activities. Work Plan #1 included the MSF approval of the $5,204,760 in non‐environmental activities and EGLE approval of $4,470,629 in environmental activities. WP#2 included EGLE approval of the remaining $1,223,054 included in the Brownfield Plan. WP#1 and WP#2 set forth the estimated eligible activity task budgets within the environmental and non‐environmental categories. Some of these subtasks have been aggregated for convenience.

The eligible environmental and non‐environmental total costs through this submittal do not exceed their category budgets and thus do not exceed the total Brownfield Plan budget. The eligible costs to date did not exceed the estimated task budgets more than the available contingency. Therefore, there were no budget conflicts between the Work Plans (#1 and #2) and the Brownfield Plan approvals.

2. Are there lien waivers covering all submitted invoices? I see Rockford’s with each pay app. Do you have SME? MCI? Others? I ask because I see many copies of checks (not cleared checks), so having the verification of lien waivers will be important.

Rockford has waivers of liens for their subcontractors included in their pay applications. Copies of cancelled checks for MCI’s invoices are attached. The checks for invoices 5, 10, 11, and 12 comingled payments for the four project phases (1, 2, 3, TIF), which at the time of payment had not yet been established. Invoice 16 was paid after the phases had been established, so the check only includes payment for TIF. SME’s account ledger print out from our accounting system for the invoices in question is attached and highlighted showing payment received.

3. It looks like Rockford’s Construction fees are attributed by the proportion for all costs in that draw between Env. And Non env. What does “construction fees” represent?

The construction fee is Rockford’s overhead and profit on the eligible subcontracted work. The eligible cost is the total market cost of the eligible work, inclusive of overhead and profit of the general contractor.

4. Please describe how the DEQ Hazardous Waste User Charge Invoice for $400 would be considered eligible, and not a government fee such as a building permit or tap fee.

1 The hazardous waste user charge is necessary to maintain a site ID number for disposal of hazardous solid waste. This is not a regular fee that would be part of the development. This fee is 100% related to the eligible disposal of hazardous waste at the site.

5. Please confirm and describe how SME separated the TIF‐eligible PRB activities from those supported by the CMI Grant.

SME kept track of where work was being performed. Services related to work in the PRB areas (PRB 1 and PRB 2) was allocated to the TIF and services related to work in the source treatment areas was allocated to the CMI grant. For work that was related to both areas, it was generally allocated to the grant with the exception of when costs could be easily apportioned.

6. The City of Ann Arbor Right‐of‐way Fees invoice of $210 dated 3/5/2018 appears not to be eligible as a government “fee.” (Page 26 of the PDF “TIF 1 Invoices” Please provide more information.

This fee is the hydrant fee for water necessary during the pilot test and injections. This is not a typical building fee. Water is necessary for the work and this was more cost effective than buying the water in bulk, which would have been an eligible cost to support the eligible activity.

7. When Kerkstra Precast Inc. lists “TIF Stored Product,” and a value, say, of $728,528, does this mean the company has charged for the production of the precast (rather than charging for it after installation?). If this is the case, how do we know when the product listed was actually installed on site?

The precast panels were charged upon delivery to the site. The parking deck is now constructed and all the panels were properly installed.

8. I can’t find the second DTE invoice for pole relocation of $10,845.89.

The DTE invoice is on Page 180/180 of the TIF 8 backup PDF.

9. The Midwestern Consulting billing/invoice appears to segregate TIF eligible design activities for $55,515, which is included in the submittal under “Soft Costs: Architecture/Engineering” (pg. 183 of the “TIF 1 invoices” pdf). How was the breakdown between TIF‐eligible engineering activities and non‐eligible engineering activities determined? There are numerous MCI invoices and it’s hard for me to discern how eligible costs were pulled out.

Morningside split the work into 4 parts: Phase 1, Phase 2, Phase 3, and TIF. The TIF activities were those related to eligible activities, primarily work in the ROW. In most cases, the activity is clearly divisible to ROW vs site work. When that was not possible, such as on invoice #16 where revisions were made simultaneously to plans for the site and ROW, a ratio of 40% was attributed to the eligible ROW work. This is a conservative apportionment and was less than the total effort related to the ROW, which was estimated at well over 50%.

10. How were “Construction Mgnt/General Conditions” costs determined? It appears 100% of the “General Requirements” and “General Conditions” and “GL Insurance Premium” costs that Rockford listed in its pay‐apps are included, but their contract includes non‐eligible activities, so 100% of these general costs will not be eligible. We should discuss this more. In the past, we’ve taken the total cost of all Brownfield Eligible Activities compared to total project construction costs, then applied that % to the “general conditions” costs. The resulting figures are added as eligible. E.G.: BF Costs are $10M, total construction costs are $100M, so 10% of all “general conditions” costs would be submitted for approval as eligible for TIF reimbursement. This, in theory, represents the brownfield conditions’ proportional additional cost of the general conditions that are required to support construction/redevelopment activities.

2 The total construction costs were split between the different Morningside development entities for Phase 1, Phase 2, Phase 3, and TIF eligible activities at the beginning of the project. The TIF buildings payment applications only include activities that are 100% TIF eligible and thus the general conditions are already attributed to only TIF eligible activities. There are no non‐TIF eligible costs on the TIF buildings payment application. These overhead costs are estimated at about 5.4% of the TIF activities, which is approximately the same as the percentage allocated to the different non‐TIF phases of work. This overall percentage of the total work goes down as additional change orders increase the total value of the work, such as change orders written for hazardous disposal. The final percentage of total TIF dollars is anticipated approximately 4.5%.

11. Please provide more info on “GL Insurance Premium” and what that is, and why it would be eligible.

This is for general liability insurance, which is a requirement of the general contractor and falls under the broad category of “general conditions” described in the Brownfield Plan and Work Plan. Rockford separates the eligible “general conditions” into subcategories for their own contractual organizational purposes.

Mark

From: Nathan Voght Sent: Tuesday, November 19, 2019 3:57 PM To: Mark Quimby Cc: Jeff Lanier ; Ronald S. Mucha ([email protected]) Subject: RE: 1140 Broadway TIF Submittal (Draw 1 ‐ 8)

Mark,

Sorry for the delay on this. You had sent this in, and it dropped off my radar/email. I never mind a nudge if you don’t hear from me on these things.

I’ve had the chance to look over a lot of what’s submitted. This is one of the best‐organized TIF submittal I’ve ever received.

I have several questions:

1. The “Budget” column on your tracking spreadsheet represents BF Plan and/or Work Plan approval amounts (maximum reimbursement amounts). Were there any conflicts between the two, and which prevailed in those cases? (I plan to look at this more closely, but haven’t yet). 2. Are there lien waivers covering all submitted invoices? I see Rockford’s with each pay app. Do you have SME? MCI? Others? I ask because I see many copies of checks (not cleared checks), so having the verification of lien waivers will be important. 3. It looks like Rockford’s Construction fees are attributed by the proportion for all costs in that draw between Env. And Non env. What does “construction fees” represent? 4. Please describe how the DEQ Hazardous Waste User Charge Invoice for $400 would be considered eligible, and not a government fee such as a building permit or tap fee. 5. Please confirm and describe how SME separated the TIF‐eligible PRB activities from those supported by the CMI Grant. 6. The City of Ann Arbor Right‐of‐way Fees invoice of $210 dated 3/5/2018 appears not to be eligible as a government “fee.” (Page 26 of the PDF “TIF 1 Invoices” Please provide more information.

3 7. When Kerkstra Precast Inc. lists “TIF Stored Product,” and a value, say, of $728,528, does this mean the company has charged for the production of the precast (rather than charging for it after installation?). If this is the case, how do we know when the product listed was actually installed on site? 8. I can’t find the second DTE invoice for pole relocation of $10,845.89. 9. The Midwestern Consulting billing/invoice appears to segregate TIF eligible design activities for $55,515, which is included in the submittal under “Soft Costs: Architecture/Engineering” (pg. 183 of the “TIF 1 invoices” pdf). How was the breakdown between TIF‐eligible engineering activities and non‐eligible engineering activities determined? There are numerous MCI invoices and it’s hard for me to discern how eligible costs were pulled out. 10. How were “Construction Mgnt/General Conditions” costs determined? It appears 100% of the “General Requirements” and “General Conditions” and “GL Insurance Premium” costs that Rockford listed in its pay‐apps are included, but their contract includes non‐eligible activities, so 100% of these general costs will not be eligible. We should discuss this more. In the past, we’ve taken the total cost of all Brownfield Eligible Activities compared to total project construction costs, then applied that % to the “general conditions” costs. The resulting figures are added as eligible. E.G.: BF Costs are $10M, total construction costs are $100M, so 10% of all “general conditions” costs would be submitted for approval as eligible for TIF reimbursement. This, in theory, represents the brownfield conditions’ proportional additional cost of the general conditions that are required to support construction/redevelopment activities. 11. Please provide more info on “GL Insurance Premium” and what that is, and why it would be eligible.

I’ll stop here for now because I wanted to get my initial questions as quickly as possible. I’d be glad to chat on the phone, rather than have a written response, if that’s quicker/easier. I’m pretty open tomorrow until 2:30 and Thursday after 9 a.m.

Thx

Nathan

From: Mark Quimby [mailto:Mark.Quimby@sme‐usa.com] Sent: Thursday, September 19, 2019 1:28 PM To: Nathan Voght Cc: Jeff Lanier ; Ronald S. Mucha ([email protected]) Subject: RE: 1140 Broadway TIF Submittal (Draw 1 ‐ 8)

CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hello, Nathan.

We found a mistake in the column on the spreadsheet that indicated the remaining TIF balance for the non-environmental activities. The revised table is attached and a new link to download the complete letter with the revised table is below.

Expiration Date: 10/3/2019

Transferred Files NAME TYPE DATE TIME SIZE 077735.00‐WCBRA TIF Foxit Reader PDF 9/19/2019 12:02 96,391 Review Letter for TIF DRAW Document PM KB

1‐8_COMPLETE‐rev.pdf

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Mark

From: Mark Quimby Sent: Wednesday, September 18, 2019 5:53 PM To: Nathan Voght Cc: Jeff Lanier ; Ronald S. Mucha ([email protected]) Subject: 1140 Broadway TIF Submittal (Draw 1 ‐ 8)

Hello, Nathan.

On behalf of Morningside Builders LLC we have included their first TIF submittal package for the 1140 Broadway redevelopment for your review and approval. The submittal is organized into 8 Draws and those Draws are summarized along with their invoices on the TIF Summary Table. The summary letter includes the table and all the invoices that back up the table. I have attached a text version of the letter and the PDF of the table separately for convenience since the file is so large. I have also provided download links for the full letter with everything included and the individual invoice packages. Please let us know if you have any questions.

Mark

Transferred Files NAME TYPE DATE TIME SIZE 077735.00‐WCBRA TIF Foxit Reader PDF 9/18/2019 5:47 96,426 Review Letter for TIF DRAW Document PM KB

1‐8_COMPLETE .pdf

Download all TIF Invoices (1‐8) Transferred Files NAME TYPE DATE TIME SIZE

TIF 1 Invoices.pdf Foxit Reader PDF 9/18/2019 5:09 27,999 Document PM KB

TIF 2 Invoices.pdf Foxit Reader PDF 9/4/2019 10:28 7,598 Document AM KB

TIF 3 Invoices.pdf Foxit Reader PDF 9/18/2019 5:10 18,475 Document PM KB

TIF 4 Invoices.pdf Foxit Reader PDF 4/5/2019 12:21 6,658 Document PM KB

TIF 5 Invoices.pdf Foxit Reader PDF 9/18/2019 5:11 7,675 Document PM KB

TIF 6 Invoices.pdf Foxit Reader PDF 6/7/2019 5:30 5,012 Document PM KB

TIF 7 Invoices.pdf Foxit Reader PDF 9/18/2019 5:12 5,632 Document PM KB

TIF 8 Invoices.pdf Foxit Reader PDF 9/18/2019 5:12 16,397 Document PM KB

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Washtenaw County Brownfield Redevelopment Authority Project Application Form

This application form must be completed by the applicant to initiate the brownfield process by the Washtenaw County Brownfield Redevelopment Authority (WCBRA). The completed application will then be submitted to the appropriate representative of the local municipality within which the proposed project is located. There are no deadlines for the submittal of applications -- applications will be accepted on an ongoing basis.

NOTE: The Project Concept Application (Application) is the first step for all brownfield redevelopment projects coming through the WCBRA. The Project Application is part of our commitment to partner with each Municipal Member throughout the brownfield redevelopment process.

Approval of the Application by the local municipality is NOT approval of the brownfield project/plan and the requested Tax Increment Financing (TIF). Approval gives Staff permission to assist the developer in creating a Brownfield Plan.

If a local municipality initially approves a project application, it is not obligated to approve the brownfield plan.

The following separate application fees are due upon processing and acceptance of the brownfield application.

County Brownfield Authority Fee, based on total project investment: $0- $5Million = $3,000; $5M - $10M = $4,000; and $10 M and over = $5,000

Additional Application Fee for Projects within the City of Ann Arbor, due to administrative review costs associated with the Financial Proforma Return on Investment Analysis and review of environmental criteria above the County process: $4,200

Submit a PDF of the completed application form and any supplemental materials must be submitted to the Washtenaw County Office of Community and Economic Development, Brownfield Program, 415 W. Michigan Ave., 2nd Floor, Ypsilanti, MI 48197.

For assistance in completing this application form, please contact the Washtenaw County Office of Community and Economic Development:

Nathan Voght, Brownfield Redevelopment Coordinator (734) 544-3055 phone [email protected] (734) 544-6749 fax

Additional information regarding Brownfield Applications and the Washtenaw County Brownfield Authority process is available online at http://www.washtenaw.org/brownfields .

Before submitting a project application, please make sure all items on the attached checklist are included. Project Application will not be reviewed until items are completed.

Page 1 of 6 Last Updated 3/20/2019 (updated City Fee)

PROJECT APPLICANT INFORMATION

Date:

Project Applicant Name:

Mailing Address:

Contact Person for Applicant:

Telephone/Fax Numbers:

E-mail Address:

Property Owner Name:

Mailing Address:

Contact Person for Property Owner:

Telephone/Fax Numbers:

E-mail Address:

PROJECT INFORMATION

Project Address:

Parcel ID Number(s):

Legal Description:

Located within WCBRA Member Municipality: YES NO

Page 2 of 6 Last Updated 3/20/2019 (updated City Fee)

Is the project located within a Downtown Development Authority (DDA)?

If yes, has the DDA been contacted? Do they support the project? If so, what level of support has been identified?

Proposed Project Description:

 Attach copies of proposed preliminary site development or concept plans to illustrate how the proposed redevelopment and land uses will be situated on the subject property, and documenting access to all necessary utilities and infrastructure.

Proposed Redevelopment Use(s):

Anticipated Project Schedule/Critical Dates:

Status of Development Permits and Applications:

Page 3 of 6 Last Updated 3/20/2019 (updated City Fee)

Description of Known or Suspected Environmental Contamination Concerns

 Attach environmental reports sufficient to document brownfield eligibility, such as Facility status, site history, and current site conditions. (i.e. Phase I, Phase II, BEA, etc)

Needed Eligible Activities and Projected Costs (if known):  Attach a copy of Eligible Activity Table.

 Attach additional pages if needed and supporting documentation or reports if available.

Projected Private Investment in Redevelopment:

For City of Ann Arbor Projects:

 Prepare to provide, upon request, under separate cover, detailed proforma and project budget illustrating all related project expenses, sources of financing, and project financing gap.

Anticipated Job Creation or Retention Impacts:

Page 4 of 6 Last Updated 3/20/2019 (updated City Fee)

Other Significant Project Information:

PROJECT APPLICATION CHECKLIST

Before submitting the project application, please make sure all items on the checklist are included. Project Application will not be reviewed until items are completed.

Ownership Documentation  If the project applicant does not own the property,, please attach documentation to adequately demonstrate authorization to proceed with development planning, such as a purchase or development agreement or notarized letter, to submit this application form for consideration by the WCBRA. or;

 Attach copy of current title commitment and proof of ownership.

Site Plan  Attach copies of proposed preliminary site development or concept plans to illustrate how the proposed redevelopment and land uses will be situated on the subject property, and documenting access to all necessary utilities and infrastructure.

Financial Information and Eligible Activities  Attach a copy of Eligible Activity Table and TIF Table broken down by taxing jurisdiction.

For City of Ann Arbor Projects:

Page 5 of 6 Last Updated 3/20/2019 (updated City Fee)

 Prepare to provide, upon request, under separate cover, detailed proforma and project budget illustrating all related project expenses, sources of financing, and project financing gap.

Environmental Work Completed  Attach or otherwise provide access to environmental reports sufficient to document brownfield eligibility, such as Facility Status, site history, and current site conditions. (i.e. Phase I, Phase II, BEA, , etc)

Page 6 of 6 Last Updated 3/20/2019 (updated City Fee) BROWNFIELD PLAN FOR:

Rockwell Building Redevelopment, Chelsea, Michigan Washtenaw County Brownfield Redevelopment Authority c/o Washtenaw County Office of Community & Economic Development 415 W. Michigan Avenue, Suite 2200 Ypsilanti, Michigan 48197 Nathan Voght, AICP Brownfield Redevelopment Coordinator Prepared with the assistance of: SME November 12, 2019

TABLE OF CONTENTS

PROJECT SUMMARY ...... I I. INTRODUCTION ...... 1 A. PLAN PURPOSE ...... 1 B. PROPERTY DESCRIPTION ...... 1 C. BASIS OF ELIGIBILITY ...... 1 D. PROJECT DESCRIPTION ...... 2 II. GENERAL DEFINITIONS AS USED IN THIS PLAN ...... 3 III. BROWNFIELD PLAN ...... 3 A. DESCRIPTION OF COSTS TO BE PAID WITH TAX INCREMENT REVENUES AND SUMMARY OF ELIGIBLE ACTIVITIES ...... 3 B. ESTIMATE OF CAPTURED TAXABLE VALUE AND TAX INCREMENT REVENUES...... 4 C. METHOD OF FINANCING PLAN COSTS AND DESCRIPTION OF ADVANCES BY THE MUNICIPALITY ...... 5 D. MAXIMUM AMOUNT OF NOTE OR BONDED INDEBTEDNESS ...... 5 E. DURATION OF BROWNFIELD PLAN ...... 5 F. ESTIMATED IMPACT OF TAX INCREMENT FINANCING ON REVENUES OF TAXING JURISDICTIONS ...... 5 G. LEGAL DESCRIPTION, PROPERTY MAP, PROPERTY CHARACTERISTICS AND PERSONAL PROPERTY ...... 6 H. ESTIMATES OF RESIDENTS AND DISPLACEMENT OF FAMILIES ...... 6 I. PLAN FOR RELOCATION OF DISPLACED PERSONS ...... 6 J. PROVISIONS FOR RELOCATION COSTS ...... 6 K. STRATEGY FOR COMPLIANCE WITH MICHIGAN’S RELOCATION ASSISTANCE LAW ...... 6 L. DESCRIPTION OF THE PROPOSED USE OF LOCAL BROWNFIELD REVOLVING FUND (LBRF) ...... 6 M. OTHER MATERIAL THAT THE AUTHORITY OR GOVERNING BODY CONSIDERS PERTINENT ...... 6

FIGURES FIGURE 1 – PROPERTY LOCATION MAP FIGURE 2 – ELIGIBLE PROPERTY BOUNDARY MAP

APPENDIX A SUMMARY OF ELIGIBLE ACTIVITIES AND COSTS

APPENDIX B SUMMARY OF TAX INCREMENT REVENUE (TIR) CAPTURE AND TIR REIMBURSEMENT ALLOCATION

APPENDIX C LEGAL DESCRIPTIONS DESCRIBED IN SECTION III(G) OF THIS PLAN

APPENDIX D PROJECT CONCEPTUAL DRAWINGS

PROJECT SUMMARY

Project Name: Rockwell Building Redevelopment

Estimated Investment: $8,000,000

Project Location: The project site (the Property) is 0.33 acres of land with the address 301 North East Street (Tax ID: 06-06-12-111-007) in downtown Chelsea, Michigan. Commercial development is located north and west of the Property. The areas east and south of the Property are comprised of residential development, a parking lot for the surrounding development area, and a railroad.

Property Eligibility: The Property meets the definition of a “facility” as defined in Part 201 of the Michigan Natural Resources and Environmental Protection Act (P.A. 451 of 1994, as amended). The Property supported a manufacturing plant from 1909 to 1987, and among the items historically produced at the Property were stove and automobile parts. These manufacturing activities appear to have been the source of significant environmental contamination on the site. Volatile organic compounds and metals have been documented in the soil and/or soil gas at concentrations greater than generic residential and nonresidential use criteria promulgated by the Michigan Department of Environment, Great Lakes, and Energy.

Eligible Activities: Beyond capturing tax increment revenues for the State Revolving Fund, Brownfield Redevelopment Authority Administrative fees, and the Local Brownfield Revolving Fund, this plan contains the following eligible activities:

Department Specific Activities – Baseline environmental assessment (BEA) and due care activities; hazardous materials abatement and demolition; and 15% in contingency costs.

Other Activities – Preparation of a Brownfield Plan and preparation and implementation of an Act 381 Work Plan

Eligible Costs: Department Specific – $619,605

Other (Brownfield Activities) - $40,000

Total – $659,605

Capture Period: Total capture period – 16 years

Developer reimbursement – 16 years

Funding of LBRF – 16 years

Project Summary: The Rockwell Building, a former industrial building, is proposed for reuse as residential redevelopment. The building was built in 1909 as part of the Glazier Stove Company and is a contributing part of the local commercial historic district along with the nearby Chelsea Clocktower Complex. The building has been underutilized or vacant for the past three decades and this redevelopment provides a unique opportunity to re-activate the building for productive use.

The Rockwell Building Redevelopment design was driven by the desire to provide much needed housing space for residents in Chelsea’s growing historic, traditional downtown. To meet that need, the redevelopment will transform the former industrial building into 36 residential apartments (studio, 1-bedroom, and 2-bedroom) ranging from 700 to 1,300 square feet. Environmental impacts currently presenting exposure risks and hindering reuse of the Property will be addressed as part of the redevelopment. The project is also proposed to be rehabilitated within the National Park Service guidelines in an effort to maintain the building’s historic character, which is an integral aspect of Chelsea downtown architecture.

Overall, this project design reflects Chelsea’s continuing efforts to repurpose contaminated sites while simultaneously investing in redevelopments that provide public benefit to Chelsea’s citizens and enhance the city’s downtown area.

I. INTRODUCTION

A. PLAN PURPOSE

The Washtenaw County Brownfield Redevelopment Authority (Authority; WCBRA), duly established by resolution of the Washtenaw County Board of Commissioners, pursuant to the Brownfield Redevelopment Financing Act, Michigan Public Act 381 of 1996, MCLA 125.2651 et. seq., as amended (Act 381), is authorized to exercise its powers within the limits of the Washtenaw County, acting on behalf of its member communities. The purpose of this Brownfield Plan (the Plan), to be implemented by the WCBRA, is to satisfy the requirements of Act 381 for including the eligible property described below, designated as the Rockwell Building Redevelopment in Chelsea, Michigan (the “Property”), in a Brownfield Plan. The Property is located within the boundaries of the City of Chelsea, a WCBRA member community.

The Authority proposes to implement this Plan to promote economic development and brownfield redevelopment within the County. The capture and use of tax increment revenues (TIR) generated by redevelopment are necessary to support needed environmental response actions and ensure the economic viability of the project. This Plan allows the Authority to capture TIR generated by redevelopment of the Property for the following purposes: reimbursement of the developer, Rockwell 301 North East, LLC, a development entity formed by JP Commercial Real Estate (the Developer), for the costs of eligible activities required to prepare the Property for safe redevelopment and reuse (see Section III); funding of the State Revolving Fund (SRF) and the Authority’s Local Brownfield Revolving Fund (LBRF); and, at the Authority’s discretion, payment of some or all of the Authority’s annual administrative expenses.

B. PROPERTY DESCRIPTION

The Property is occupied by a zero lot line, 43,752 square-foot, three-story, vacant warehouse building, situated on 0.33 acres of land in downtown Chelsea, Michigan. A property location map is provided as Figure 1. The parcel address is 301 North East Street, and its tax identification number is 06-06-12-111- 007. An eligible property boundary map is provided as Figure 2, and additional property information is provided in Section III (G).

C. BASIS OF ELIGIBILITY

The Property is eligible for inclusion in this Brownfield Plan in accordance with MCL 125.2652(n) because it meets the definition of a “facility” pursuant to Part 201 of Michigan’s Natural Resources and Environmental Protection Act (1994 P.A. 451, as amended), hereinafter “Part 201”. Soil on the Property is contaminated with multiple hazardous substances at levels above generic residential use criteria established pursuant to Part 201. Soil gas on the Property is also contaminated with hazardous substances at levels above the Recommended Interim Action Screening Levels (RIASLs).

The Developer intends to acquire the Property and will comply with the requirements of federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) All Appropriate Inquiry and Michigan’s Part 201 Baseline Environmental Assessment (BEA) requirements to qualify for the limitations to environmental liability afforded purchasers of brownfield sites under federal and state environmental statutes.

D. PROJECT DESCRIPTION

THE PROPERTY

The 0.33-acre Property lies on the western side of North East Street in Chelsea. The Property is zoned C- 6 (Central Business District) and is currently occupied by a zero lot line, 43,752 square-foot, three-story, vacant warehouse building. Commercial development is located north and west of the Property. The areas east and south of the Property are comprised of residential development, a parking lot for the surrounding development area, and a railroad.

The Property was used for residential development until 1909 when the Chelsea Stove & Manufacturing Company built an industrial complex in the area that included a manufacturing warehouse on the Property. The manufacturing warehouse activities included pressing, assembly, polishing & plating, coating, and grinding of stove parts. At the time, the west- and northwest-adjoining sites were part of the industrial complex that included the Property, and included a foundry and a railroad spur with coke, coal, and pig iron storage. The Property was subsequently used until 1987 by Lewis Spring & Axle Company, Chelsea Spring Company and Rockwell International Corporation Auto Division to manufacture various automobile parts. Since that time, the Property has been unoccupied or used for non-industrial applications by multiple owners.

THE REDEVELOPMENT

The Rockwell Building Redevelopment will transform a large, vacant, former industrial building into contemporary residential apartments. Redevelopment will provide much needed housing space for residents in Chelsea’s growing historic, traditional downtown, and is proposed to feature 36 residential apartments (studio, 1-bedroom, and 2-bedroom) ranging from 700 to 1,300 square feet. While occupancy will be open to all, it is expected that most residents will be active adults and working professionals, typically 27 - 65 years old, living alone or with a spouse/partner and/or with friends or family members.

The building has been underutilized or vacant for the past three decades, and this redevelopment provides a unique opportunity to re-activate the building for productive use. The building is a condominium site; therefore, rehabilitation and redevelopment will be limited to the building’s footprint (exterior and interior). The project is also proposed to be rehabilitated within the National Park Service guidelines in an effort to maintain the building’s historic character, which is an integral aspect of Chelsea downtown architecture.

BROWNFIELD CONDITIONS

Given the Property’s proximity to Chelsea’s downtown area, its position within the local commercial historic district, and its vacant state, the Rockwell Building is ideally located for redevelopment as residential housing; however, redevelopment is hindered by the environmental challenges created by the presence of contaminated soil and soil gas and the high costs associated with renovating and repurposing older former industrial structures.

The environmental conditions present at the Property have been well documented through numerous environmental assessments conducted since 1997. The Property was initially assessed as a portion of the larger, former Chelsea Industries industrial complex; impacts were identified and the industrial complex was subsequently designated by EGLE as a Part 201 facility, number 00036939 (Chelsea Industries). The former industrial complex has since been reparceled, and subsequent assessments have confirmed that both soil and soil gas located on the Property are contaminated with volatile organic compounds (VOCs) and/or various metals at concentrations exceeding Part 201 Generic Residential and Nonresidential Cleanup Criteria. A hazardous materials assessment has also confirmed the presence of both lead-based paint and asbestos-containing materials in the building.

Significant environmental and constructability challenges are present at the Property, which will require remediation to protect human health during the proposed future residential use. Threats to human health and the environment associated with known site contamination will be reduced or eliminated by the following project design elements and planned environmental response actions:

 Hazardous materials (i.e., lead-based paint and asbestos) present within the structure will be abated as part of the demolition and renovation activities to prevent exposure to construction workers and future residents.  Portions of the existing structure will be demolished to ensure the structure can be appropriately redeveloped and meets current building code requirements.  The volume of contaminated soil at the Property will be reduced during subsurface construction of utilities and a new elevator shaft. Soils containing identified hazardous constituents at levels greater than Part 201 Generic Residential and Nonresidential Cleanup Criteria will be disposed of at an appropriate landfill.  Dermal contact with contaminated soils will be prevented by the maintenance of existing contact exposure barriers, such as the building foundations and floors, pavements, and/or landscaping. An operations and maintenance program will be implemented to verify and maintain the integrity and effectiveness of the barriers.  Additional assessment of the soil gas contamination will be conducted to supplement soil gas data collected in 2017 and more-completely characterize vapor mitigation requirements.  A sub-slab vapor mitigation system will be designed and incorporated into the redevelopment design to prevent exposure to contaminant vapors migrating from subsurface soil. II. GENERAL DEFINITIONS AS USED IN THIS PLAN

All words or phrases not defined herein shall have the same meaning as such words and phrases included in Act 381. III. BROWNFIELD PLAN

A. DESCRIPTION OF COSTS TO BE PAID WITH TAX INCREMENT REVENUES AND SUMMARY OF ELIGIBLE ACTIVITIES

The Developer will be reimbursed for the costs of eligible activities necessary to address environmental concerns and prepare the Property for redevelopment. The costs of eligible activities included in, and authorized by, this Plan will be reimbursed with incremental local tax revenues and incremental state school operating tax revenues generated from the Property after redevelopment and captured by the WCBRA, subject to any limitations and conditions described in this Plan, approvals of the Michigan Department of Environmental, Great Lakes and Energy (EGLE) and Michigan Strategic Fund (MSF) for school operating tax capture, as necessary, and the terms of a Reimbursement Agreement between Developer and the Authority (the “Reimbursement Agreement”). If available, this Plan will capture all new personal property taxes generated by this project.

The estimated total cost of eligible Department Specific and Brownfield Plan Preparation Activities eligible for reimbursement from tax increment revenues under this Plan are $619,605 and $40,000, respectively. The eligible activities are summarized in Table 1 (Appendix A). The costs of individually identified Department Specific and Non-Environmental activities eligible for reimbursement are estimated and may increase or decrease, depending on the nature and extent of unknown conditions encountered during redevelopment.

No costs of eligible activities will be qualified for reimbursement except to the extent permitted in accordance with the terms and conditions of the Reimbursement Agreement and Section 2 of Act 381 of

1994, as amended (MCL 125.2652). The Reimbursement Agreement and this Plan will dictate the total cost of eligible activities, $659,605, subject to reimbursement. As long as the total of eligible costs described in this Plan or in the Department Specific cost categories are not exceeded, line-item eligible activities, tasks, and costs within each respective Department Specific category may be adjusted without Plan amendment after the date of this Plan, to the extent the adjustments do not violate the terms of Act 381. The contingency funds for reimbursement of Department Specific Activities may be applied when the total eligible expenses for those activities exceed $541,200. Eligible activities conducted prior to Brownfield Plan approval will be reimbursed to the extent allowed by Act 381.

Pursuant to Act 381, the Authority may capture incremental local taxes to fund its administrative operations as defined in the Act and may contribute to its LBRF with tax increment revenues in excess of the amount needed to reimburse Developer for the costs of eligible activities. It is the intent of the Authority to capture seven percent (7%) of the available incremental taxes annually during the term of this plan, totaling $53,842 as shown in Table 3, and deposit those funds in the LBRF; however, at the sole discretion of the WCBRA, all or part of the incremental local taxes captured for the LBRF in any tax year may be used to pay the administrative and operational costs of the Authority incurred in that year. Due to the anticipated approval of a Public Act 210 Commercial Rehabilitation Act tax abatement, it is projected that minimal amounts of local taxes will be captured during Years 1 through 10, and that available tax increment revenue will come predominantly from school tax revenue. Pursuant to Act 381, school taxes may not be used to pay the administrative and operational costs of the Authority; therefore, any such funds must be deposited in to the LBRF.

Fifty percent (50%) of the available incremental state education tax, or tax attributable to the state education tax, will be captured for deposit into the State Revolving Fund pursuant to Act 381.

B. ESTIMATE OF CAPTURED TAXABLE VALUE AND TAX INCREMENT REVENUES

The 2019 taxable value of the Property is $83,600, which is the initial taxable value for this Plan. This value was obtained from the City of Chelsea’s Tax and Utility System Online. The anticipated taxable value at project completion is $2,020,000, which is expected to be attained in calendar year 2020 (for tax year 2021); however, the actual taxable value in each year of this Plan will be determined by the City Assessor.

As discussed in more detail in Section III.M, the project is seeking a Public Act 210 Commercial Rehabilitation Act (CRA) abatement. During the abatement period, the CRA abates certain tax increases on improvements to the building; it does not abate increases in land value. The 2019 land-only value for the Property is $96,800. This value was obtained from the City of Chelsea’s Tax and Utility System Online. It is therefore estimated that the land-only taxable value of the Property – for the sole purpose of calculating brownfield tax increment revenue from land value increases – is $48,400; however, the actual taxable value in each year of this Plan will be determined by the City Assessor.

Estimated taxable values, tax increment revenues to be captured, impacts on taxing jurisdictions, and eligible activities reimbursement cash flows are presented in Table 2 and Table 3 (Appendix B). The annual increase in taxable value of the Property is assumed to be 1% for purposes of this Plan. The annual incremental taxable value and captured tax increment revenue will be determined by the actual assessed taxable value of the Property and millages approved by the relevant taxing jurisdictions.

The WCBRA will capture 100% of the available incremental local and school operating tax revenues generated from the Property to reimburse Developer for the costs of eligible activities under this Plan in accordance with the Reimbursement Agreement. Additionally, tax revenue associated with all new personal property will be captured as part of this plan. Reimbursement using incremental school operating tax revenues is further limited to those eligible activities and costs approvepd by EGLE or MSF or that are otherwise eligible under Act 381.

It is the intent of this Plan to provide for the proportional capture of all eligible incremental taxes in whatever amounts and in whatever years they become available until the eligible cost reimbursement and LBRF funding described in this Plan are complete or for the maximum duration provided in Act 381 (MCLA 125.2663(22)), whichever is shorter. It is estimated that all of the developer’s eligible costs will be reimbursed within 16 years after the first year of capture. Capture of incremental taxes estimated in the amount of $53,842 to fund the LBRF, and administrative operations as needed, will occur annually during the developer’s reimbursement period, as shown in Table 3. Except for those activities identified in this Plan as eligible for reimbursement only with incremental local taxes, if EGLE or MSF elect not to participate in this Project, or declines to approve certain eligible activities for reimbursement with incremental state school taxes, the other taxing entities will contribute only that proportionate share of capture (the local taxes) and reimbursement that would be contributed if EGLE or MSF had approved capture of state school taxes.

C. METHOD OF FINANCING PLAN COSTS AND DESCRIPTION OF ADVANCES BY THE MUNICIPALITY

The Developer will be responsible for financing the costs of eligible activities included in this Plan. Neither the WCBRA nor the City of Chelsea will advance any funds to finance the eligible activities. All Plan financing commitments and activities and the cost reimbursements authorized under this Plan shall be governed by the Reimbursement Agreement. The inclusion of eligible activities and estimates of costs to be reimbursed in this Plan is intended to authorize the WCBRA to fund such reimbursements. The amount and source of any tax increment revenues that will be used for purposes authorized by this Plan, and the terms and conditions for such use and upon any reimbursement of the expenses permitted by the Plan, will be provided solely under the Reimbursement Agreement.

Reimbursements under the Reimbursement Agreement shall not exceed the cumulative eligible costs limit described in this Plan, unless the Plan is further amended.

D. MAXIMUM AMOUNT OF NOTE OR BONDED INDEBTEDNESS

Not applicable.

E. DURATION OF BROWNFIELD PLAN

The duration of this Brownfield Plan for the Property shall not exceed the shorter of the following: 1) reimbursement of all eligible costs, cumulatively not to exceed developer reimbursement of $659,605 or 2) 20 years, with the first year of the 20 years being the first year of TIF capture. The proposed date for beginning tax capture is tax year 2020, unless said date is amended by action of the WCBRA. It is anticipated that the eligible expenses will be fully reimbursed, and the LBRF will be fully funded, within 16 years after the first year of tax increment capture.

F. ESTIMATED IMPACT OF TAX INCREMENT FINANCING ON REVENUES OF TAXING JURISDICTIONS

Available incremental local and school operating tax revenues generated by the project will be captured by the WCBRA until all incurred eligible brownfield redevelopment costs and WCBRA administrative expenses are reimbursed, and the LBRF is funded, to the extent described in this Plan. The tax revenues available for capture by the WCBRA will be split between local and state sources, with approximately 60% being reimbursed with local tax revenues and approximately 40% being reimbursed with school operating tax revenues, based on the millage rates obtained from the City of Chelsea’s online assessing records. The impact of the WCBRA incremental tax capture on local taxing jurisdictions is presented in Table 2 and Table 3 (Appendix B).

G. LEGAL DESCRIPTION, PROPERTY MAP, PROPERTY CHARACTERISTICS AND PERSONAL PROPERTY

The Property consists of approximately 0.33 acres of land at the address of 301 North East Street. A Property parcel card and legal description is included in Appendix C. Refer to Figure 2 for an eligible property map.

H. ESTIMATES OF RESIDENTS AND DISPLACEMENT OF FAMILIES

No occupied residences are involved in the redevelopment, no persons reside on the Property, and no families or individuals will be displaced as a result of this development. Therefore, a demographic survey and information regarding housing in the community are not applicable and are not needed for this Plan.

I. PLAN FOR RELOCATION OF DISPLACED PERSONS

No persons will be displaced as a result of this development; therefore, a plan for relocation of displaced persons is not applicable and is not needed for this Plan.

J. PROVISIONS FOR RELOCATION COSTS

No persons will be displaced as result of this development and no relocation costs will be incurred; therefore, provision for relocation costs is not applicable and is not needed for this Plan.

K. STRATEGY FOR COMPLIANCE WITH MICHIGAN’S RELOCATION ASSISTANCE LAW

No persons will be displaced as result of this development; therefore, no relocation assistance strategy is needed for this Plan.

L. DESCRIPTION OF THE PROPOSED USE OF LOCAL BROWNFIELD REVOLVING FUND

The Authority has established a Local Brownfield Revolving Fund (LBRF) in accordance with Act 381. Funds from the LBRF may be used, at the sole discretion of the Authority, to finance or reimburse eligible activities described in this Brownfield Plan or eligible activities subsequently approved, solely for LBRF funding, by administrative action of the Authority to be conducted on the eligible property described in this Brownfield Plan.

It is estimated that $53,842, minus any local tax increment revenues used for administrative operations of the Authority, as described in Section III.A., will be deposited in the LBRF under this Plan through capture of tax increment revenues during the developer reimbursement period. The LBRF contribution will be funded by capture of 7% of the available cumulative incremental taxes in each year that the developer is reimbursed, less any revenue retained by the authority for administrative and operating purposes as described in Section III.A. The LBRF funds will be used to support future redevelopment of brownfield sites within Washtenaw County.

M. OTHER MATERIAL THAT THE AUTHORITY OR GOVERNING BODY CONSIDERS PERTINENT

The project has received a $15,000 WCBRA grant and, in partnership with the City of Chelsea, is requesting a Brownfield Redevelopment Grant from EGLE. Any eligible activities paid for with (or reimbursed by) the WCBRA grant and an EGLE grant (regardless of an EGLE grant amount) are not

eligible for reimbursement with brownfield tax increment revenue. For the purposes of this Plan, a $200,000 EGLE grant has been assumed. Any activities funded by the EGLE grant and/or WCBRA grant may not be requested for reimbursement under this Plan.

In addition, it is anticipated that the City of Chelsea and the Michigan State Tax Commission will approve a 10-year Public Act 210 Commercial Rehabilitation Act tax abatement for the project. As a result, the tax capture projections included in Appendix B show reimbursement with school tax revenue only during the abatement period, with reimbursement of the local portion of eligible activity costs with local tax revenue after the abatement expires.

The City of Chelsea’s City Council has approved a resolution concurring with the provisions of this Plan, and this Plan includes any limitations and/or conditions pursuant to that approval.

The Property is located within the City of Chelsea’s Downtown Development Authority (DDA) district. It is anticipated that the DDA will enter into an interlocal agreement with the WCBRA to forgo tax capture on the Property to the extent that tax increment revenues may be used as described in this Plan.

FIGURES FIGURE 1 – PROPERTY LOCATION MAP FIGURE 2 – ELIGIBLE PROPERTY BOUNDARY MAP

Base map obtained from EDR®

0' 2000'

SCALE: 1" = 2000'

No. Revision Date Date 10-25-19 Drawn By JAB PROPERTY LOCATION MAP Designed By MDC 301 NORTH EAST STREET www.sme-usa.com Scale 1" = 2000' CHELSEA, MICHIGAN Project 082629.00.002.001 Figure No. 1 Oct 25, 2019 - 3:25pm - jblake \\Sme-inc\pz\WIP\082629.00\CAD\DWGS\Env\082629.00.002.001\rev0\082629.00.002.001-Topo.dwg EAST NORTH STREET VARIOUS BUSINESSES 420 NORTH MAIN STREET

VARIOUS BUSINESSES 350 NORTH MAIN STREET NORTH EAST STREET

PARKING RESIDENTIAL

CLOCK TOWER COURTYARD PARK 325 WEISER WAY POSSIBLE GRASS/VACANT EXISTING VENT PIPES MONTORING WELL RAILROAD STREET

PARKING NORTH MAIN STREET

OFFICE BUILDING 300 NORTH MAIN STREET RAILROAD TRACKS

RESIDENTIAL

LEGEND

APPROXIMATE PROPERTY BOUNDARY 0' 100' 200'

NOTE: DRAWING INFORMATION TAKEN FROM GOOGLE EARTH PRO WITH IMAGE DATE 7-7-2018 AND SITE RECONNAISSANCE. GRAPHIC SCALE: 1" 100'=

No. Revision Date Date 10-25-19 Drawn By JAB ELIGIBLE PROPERTY BOUNDARY MAP Designed By MDC 301 NORTH EAST STREET www.sme-usa.com Scale AS SHOWN Project CHELSEA, MICHIGAN 082629.00.002.001 Figure No. 2

Oct 25, 2019 - 3:29pm - jblake \\Sme-inc\pz\WIP\082629.00\CAD\DWGS\Env\082629.00.002.001\rev0\082629.00.002.001-PF.dwg

APPENDIX A SUMMARY OF ELIGIBLE ACTIVITIES AND COSTS

11/13/2019

DEPARTMENT SPECIFIC ELIGIBLE (EGLE) ACTIVITIES TIF SOURCES TASK/ACTIVITY COST ITEM UNIT COST UNITS QUANTITY COST TOTAL COST OTHER SOURCES State Local BEA Activities Phase I ESA $ 2,900 ea. 1 $ 2,900 Environmental Due Diligence* $6,400 covered by WCBRA Grant BEA Report $ 3,500 ea. 1 $ 3,500 BEA Activities Subtotal: Lead and Asbestos Abatement Assumed $64,300 covered by EGLE Lead Paint Abatement* Removal of lead-based paint from building interior surfaces $ 300,000 ea. 1 $ 300,000 $ 235,700 $ 93,334 $ 142,366 grant (removed from request) Asbestos Abatement Removal of asbestos-containing building materials from building interior $ 10,000 ea. 1 $ 10,000 $ 10,000 $ 3,960 $ 6,040 Lead and Asbestos Abatement Subtotal: $ 245,700 $ 97,294 $ 148,406 Demolition Partial building demolition Partial demolition of building components (e.g. roof; window openings) $ 250,000 ea. 1 $ 250,000 $ 250,000 $ 98,997 $ 151,003 Demolition Subtotal: $ 250,000 $ 98,997 $ 151,003 Due Care Activities - Planning, Coordination, Investigations, and Documentation $5,600 covered by WCBRA Grant Due Care Investigation Soil assesment for construction management and vapor mitigation; Vapor Assessment $ 10,000 ea. 1 $ 10,000 $ 10,000 $ 3,960 $ 6,040 (removed from request) Plan for Due Care Compliance - Construction $ 3,000 ea. 1 $ 3,000 Plan for Due Care Compliance - Future Use $ 3,000 ea. 1 $ 3,000 $3,000 covered by WCBRA Grant Documentation and Plans1 $ 8,500 $ 3,366 $ 5,134 Documentation of Due Care Compliance $ 4,000 ea. 1 $ 4,000 (removed from request) Site Specific Health and Safety Plan $ 1,500 ea. 1 $ 1,500 Due Care Activities - Planning, Coordination, Investigations, and Documentation Subtotal: $ 18,500 $ 7,326 $ 11,174 Due Care Activities - Design and Construction Management and Disposal of Contaminated Soil (generated from subsurface Transport and dispose contaminated soil at a licensed Type II landfill $ 45 ton 600 $ 27,000 $ 27,000 $ 10,692 $ 16,308 construction; e.g. utilities and new elevator shaft) Engineering design of passive VI mitigation system $ 3,000 ea 1 $ 3,000 Bid plans and specifications; bidding; contracting $ 1,500 ea. 1 $ 1,500 Install vapor mitigation systems (w/ special aggregate base) - All buildings/garages $ 8 s.f. 14,200 $ 113,600 Assumed $135,700 covered by EGLE Vapor Mitigation Controls* Daily monitoring and coordination of VI mitigation systems installation $ 1,800 day 5 $ 9,000 grant (removed from request) Install vent risers and monitoring systems $ 1,800 ea 2 $ 3,600 Post-installation monitoring and reporting $ 5,000 ea. 1 $ 5,000 Due Care Activities - Design and Construction Subtotal: $ 27,000 $ 10,692 $ 16,308 Environmental Subtotal: $ 541,200 $ 214,309 $ 326,891 Contingency $ 522,700 Percentage 15% $ 78,405 $ 78,405 $ 31,047 $ 47,358

Brownfield Plan and Work Plan

Preparation of Brownfield Plan1 Act 381 Brownfield Plan $ 15,000 ea. 1 $ 15,000 $ 15,000 $ 5,940 $ 9,060 Act 381 Work Plan $ 15,000 ea. 1 $ 15,000 $ 15,000 $ 5,940 $ 9,060 Preparation and review of Act 381 Work Plan1 Implementation of Act 381 Work Plan $ 10,000 ea. 1 $ 10,000 $ 10,000 $ 3,960 $ 6,040

Brownfield Plan and Work Plan Subtotal: $ 40,000 $ 15,839 $ 24,161 TOTAL ELIGIBLE DEPARTMENT SPECIFIC (EGLE) COSTS: $ 659,605 $ 261,195 $ 398,410

Notes: 1 - cost not included in contingency calculation * Partial or full cost covered by WCBRA or EGLE Grant.

APPENDIX B SUMMARY OF TAX INCREMENT REVENUE (TIR) CAPTURE AND TIR REIMBURSEMENT ALLOCATION

Estimated Taxable Value (TV) Increase Rate: 1% per year Plan Year 1 2 3 4 5 6 7 8 9 10 Calendar Year 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 *Base Taxable Value - Land and Bldg $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 Base Taxable Value - Land Only $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 Estimated New TV - Land Only $ 48,884 $ 49,373 $ 49,867 $ 50,365 $ 50,869 $ 51,378 $ 51,891 $ 52,410 $ 52,934 $ 53,464 Total Estimated New TV1 - Land + Bldg $ 2,000,000 $ 2,020,000 $ 2,040,200 $ 2,060,602 $ 2,081,208 $ 2,102,020 $ 2,123,040 $ 2,144,271 $ 2,165,713 $ 2,187,371 Land Incremental Difference (New Land TV - Base Land TV) $ 484 $ 973 $ 1,467 $ 1,965 $ 2,469 $ 2,978 $ 3,491 $ 4,010 $ 4,534 $ 5,064 Incremental Difference (New TV - Base TV) $ 1,916,400 $ 1,936,400 $ 1,956,600 $ 1,977,002 $ 1,997,608 $ 2,018,420 $ 2,039,440 $ 2,060,671 $ 2,082,113 $ 2,103,771

School Capture Millage Rate State Education Tax (SET) 6.0000 $ 11,498 $ 11,618 $ 11,740 $ 11,862 $ 11,986 $ 12,111 $ 12,237 $ 12,364 $ 12,493 $ 12,623 School Operating Tax 18.0000 $ 34,495 $ 34,855 $ 35,219 $ 35,586 $ 35,957 $ 36,332 $ 36,710 $ 37,092 $ 37,478 $ 37,868 School Total 24.0000 $ 45,993 $ 46,473 $ 46,959 $ 47,448 $ 47,943 $ 48,443 $ 48,947 $ 49,456 $ 49,971 $ 50,491

Local Capture Millage Rate PA 210 Abatement Period County Rate 7.1093 $ 3 $ 7 $ 10 $ 14 $ 18 $ 21 $ 25 $ 29 $ 32 $ 36 City 15.5514 $ 8 $ 15 $ 23 $ 31 $ 38 $ 46 $ 54 $ 62 $ 71 $ 79 Local Enhancement 0.9160 $ - $ 1 $ 1 $ 2 $ 2 $ 3 $ 3 $ 4 $ 4 $ 5 Community College 3.3763 $ 2 $ 3 $ 5 $ 7 $ 8 $ 10 $ 12 $ 14 $ 15 $ 17 WISD 5.3285 $ 3 $ 5 $ 8 $ 10 $ 13 $ 16 $ 19 $ 21 $ 24 $ 27 Library 2.5690 $ 1 $ 2 $ 4 $ 5 $ 6 $ 8 $ 9 $ 10 $ 12 $ 13 DDA 1.6280 $ 1 $ 2 $ 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 7 $ 8 Local Total 36.4785 $ 18 $ 35 $ 53 $ 72 $ 89 $ 109 $ 128 $ 147 $ 165 $ 185

Non-Capturable Millages Millage Rate CSD Debt 7.0000 $ 3 $ 7 $ 10 $ 14 $ 17 $ 21 $ 24 $ 28 $ 32 $ 35 Total Non-Capturable Taxes 7.0000 $ 3 $ 7 $ 10 $ 14 $ 17 $ 21 $ 24 $ 28 $ 32 $ 35

Total Tax Increment Revenue (TIR) Available for Capture $ 46,011 $ 46,508 $ 47,012 $ 47,520 $ 48,032 $ 48,552 $ 40,499 $ 147 $ 165 $ 185 Table 2 TAX INCREMENT REVENUE 301 N EAST ROCKWELL, CHELSEA, MICHIGAN SME PROJECT # 082629.00 11/14/2019

Estimated Taxable Value (TV) Increase Rate:

Plan Year 11 12 13 14 15 16 TOTAL Calendar Year 2030 2031 2032 2033 2034 2035 *Base Taxable Value - Land and Bldg $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 $ 83,600 Base Taxable Value - Land Only $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 $ 48,400 Estimated New TV - Land Only $ 53,998 $ 54,538 $ 55,084 $ 55,635 $ 56,191 $ 56,753 Total Estimated New TV1 - Land + Bldg $ 2,209,244 $ 2,231,337 $ 2,253,650 $ 2,276,187 $ 2,298,948 $ 2,321,938 Land Incremental Difference (New Land TV - Base Land TV) $ 5,598 $ 6,138 $ 6,684 $ 7,235 $ 7,791 $ 8,353 Incremental Difference (New TV - Base TV) $ 2,125,644 $ 2,147,737 $ 2,170,050 $ 2,192,587 $ 2,215,348 $ 2,238,338

School Capture Millage Rate State Education Tax (SET) 6.0000 $ 12,754 $ 12,886 $ 13,020 $ 13,156 $ 13,292 $ 13,430 $ 199,070 School Operating Tax 18.0000 $ 38,262 $ 38,659 $ 39,061 $ 39,467 $ 39,876 $ 40,290 $ 597,207 School Total 24.0000 $ 51,016 $ 51,545 $ 52,081 $ 52,623 $ 53,168 $ 53,720 $ 796,277

Local Capture Millage Rate County Rate 7.1093 $ 15,112 $ 15,269 $ 15,428 $ 15,588 $ 15,750 $ 15,913 $ 93,255 City 15.5514 $ 33,057 $ 33,400 $ 33,747 $ 34,098 $ 34,452 $ 34,809 $ 203,990 Local Enhancement 0.9160 $ 1,947 $ 1,967 $ 1,988 $ 2,008 $ 2,029 $ 2,050 $ 12,014 Community College 3.3763 $ 7,177 $ 7,251 $ 7,327 $ 7,403 $ 7,480 $ 7,557 $ 44,288 WISD 5.3285 $ 11,326 $ 11,444 $ 11,563 $ 11,683 $ 11,804 $ 11,927 $ 69,893 Library 2.5690 $ 5,461 $ 5,518 $ 5,575 $ 5,633 $ 5,691 $ 5,750 $ 33,698 DDA 1.6280 $ 3,461 $ 3,497 $ 3,533 $ 3,570 $ 3,607 $ 3,644 $ 21,357 Local Total 36.4785 $ 77,541 $ 78,346 $ 79,161 $ 79,983 $ 80,813 $ 81,650 $ 478,495

Non-Capturable Millages Millage Rate CSD Debt 7.0000 $ 14,880 $ 15,034 $ 15,190 $ 15,348 $ 15,507 $ 15,668 $ 91,818 Total Non-Capturable Taxes 7.0000 $ 14,880 $ 15,034 $ 15,190 $ 15,348 $ 15,507 $ 15,668 $ 91,818

Total Tax Increment Revenue (TIR) Available for Capture $ 77,541 $ 78,346 $ 79,161 $ 79,983 $ 80,813 $ 34,500 $ 754,974 Table 3 DRAFT TAX INCREMENT REVENUE ALLOCATION ESTIMATES 301 N EAST ROCKWELL CHELSEA MICHIGAN SME PROJECT # 082629.00 11/14/2019

Developer Maximum School & Local Reimbursement Proportionality Taxes Local-Only Taxes Total State 39.7% $ 261,755 $ - $ 261,755 Estimated Total 16 Estimated Capture Local 60.3% $ 397,850 $ - $ 397,850 Years of Plan TOTAL $ 659,605 $ - $ 659,605 Years of MSF Capture N/A Administrative Fees $ - EGLE 100.0% $ 659,605 $ - $ 659,605 Years of EGLE Capture 16 State Revolving Fund $ 41,527 MSF 0.0% $ - $ - $ - Years of LBRF Capture 16 LBRF $ 53,842

Plan Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 TOTAL 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Total State Incremental Revenue $ 45,993 $ 46,473 $ 46,959 $ 47,448 $ 47,943 $ 48,443 $ 48,947 $ 332,206 State Brownfield Revolving Fund (50% of SET) $ 5,749 $ 5,809 $ 5,870 $ 5,931 $ 5,993 $ 6,056 $ 6,119 $ 41,527 State TIR Available for Reimbursement $ 40,244 $ 40,664 $ 41,089 $ 41,517 $ 41,950 $ 42,387 $ 42,828 $ 290,679

Total Local Incremental Revenue $ 18 $ 35 $ 53 $ 72 $ 89 $ 109 $ 128 $ 147 $ 165 $ 185 $ 77,541 $ 78,346 $ 79,161 $ 79,983 $ 80,813 $ 81,650 $ 478,495 BRA Administrative Fee (0%) $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Local TIR Available for Reimbursement $ 18 $ 35 $ 53 $ 72 $ 89 $ 109 $ 128 $ 147 $ 165 $ 185 $ 77,541 $ 78,346 $ 79,161 $ 79,983 $ 80,813 $ 81,650 $ 478,495

Total State & Local TIR Available $ 40,262 $ 40,699 $ 41,142 $ 41,589 $ 42,039 $ 42,496 $ 42,956 $ 147 $ 165 $ 185 $ 77,541 $ 78,346 $ 79,161 $ 79,983 $ 80,813 $ 81,650 $ 769,174 Beginning DEVELOPER Balance DEVELOPER Reimbursement Balance $ 659,605 $ 622,161 $ 584,311 $ 546,049 $ 507,371 $ 468,275 $ 428,754 $ 397,381 $ 397,244 $ 397,091 $ 396,919 $ 324,806 $ 251,944 $ 178,324 $ 103,940 $ 28,784 $ -

EGLE Environmental Costs $ 659,605 $ 37,444 $ 37,850 $ 38,262 $ 38,678 $ 39,096 $ 39,521 $ 31,373 $ 137 $ 153 $ 172 $ 72,113 $ 72,862 $ 73,620 $ 74,384 $ 75,156 $ 28,784 $ 659,605 State Tax Reimbursement $ 261,755 $ 37,427 $ 37,818 $ 38,213 $ 38,611 $ 39,014 $ 39,420 $ 31,254 $ 261,755 Local Tax Reimbursement $ 397,850 $ 17 $ 33 $ 49 $ 67 $ 83 $ 101 $ 119 $ 137 $ 153 $ 172 $ 72,113 $ 72,862 $ 73,620 $ 74,384 $ 75,156 $ 28,784 $ 397,850 Total EGLE Reimbursement Balance $ 622,161 $ 584,311 $ 546,049 $ 507,371 $ 468,275 $ 428,754 $ 397,381 $ 397,244 $ 397,091 $ 396,919 $ 324,806 $ 251,944 $ 178,324 $ 103,940 $ 28,784 $ -

Total Annual Developer Reimbursement $ 659,605 $ 37,444 $ 37,850 $ 38,262 $ 38,678 $ 39,096 $ 39,521 $ 31,373 $ 137 $ 153 $ 172 $ 72,113 $ 72,862 $ 73,620 $ 74,384 $ 75,156 $ 28,784 $ 659,605

LOCAL BROWNFIELD REMEDIATION FUND LBRF Deposits State Tax Capture 7% $ 2,817 $ 2,846 $ 2,876 $ 2,906 $ 2,937 $ 2,967 $ 2,998 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 20,348 Local Tax Capture 7% $ 1 $ 2 $ 4 $ 5 $ 6 $ 8 $ 9 $ 10 $ 12 $ 13 $ 5,428 $ 5,484 $ 5,541 $ 5,599 $ 5,657 $ 5,716 $ 33,495 Total LBRF Capture $ 2,818 $ 2,849 $ 2,880 $ 2,911 $ 2,943 $ 2,975 $ 3,007 $ 10 $ 12 $ 13 $ 5,428 $ 5,484 $ 5,541 $ 5,599 $ 5,657 $ 5,716 $ 53,842

APPENDIX C LEGAL DESCRIPTIONS DESCRIBED IN SECTION III(G) OF THIS PLAN

082629.00+102919+BFP © 2019 SME 301 N EAST ST CHELSEA, MI 48118 (Property Address) Parcel Number: 06-06-12-111-007 Account Number: 1207-2 Property Owner: NORFOLK HOMES OF THE ROCKWELL BLDG Summary Information > Commercial/Industrial Building Summary > Assessed Value: $83,600 | Taxable Value: $83,600 - Yr Built: N/A - # of Buildings: 1 > Utility Billing information found - Total Sq.Ft.: 43,752

> Property Tax information found

Item 1 of 13 12 Images / 1 Sketch

Owner and Taxpayer Information

Owner NORFOLK HOMES OF THE Taxpayer SEE OWNER INFORMATION ROCKWELL BLDG 8178 JACKSON RD ANN ARBOR, MI 48103

General Information for Tax Year 2019

Property Class 201 COM IMP Unit 06 CHELSEA School District CHELSEA SCHOOLS Assessed Value $83,600 MAP # No Data to Display Taxable Value $83,600 User Number Index 0 State Equalized Value $83,600 RENTAL Not Available Date of Last Name Change 11/01/2017 CANVAS Not Available Notes Not Available Historical District Not Available Census Block Group Not Available IFT EXPIRES Not Available Exemption No Data to Display

Principal Residence Exemption Information

Homestead Date No Data to Display

Principal Residence Exemption June 1st Final

2019 0.0000 % 0.0000 %

Previous Year Information

Year MBOR Assessed Final SEV Final Taxable

2018 $81,800 $81,800 $81,800

2017 $76,900 $76,900 $52,468

2016 $230,100 $52,000 $52,000

Land Information

Zoning Code C5 CENT Total Acres 1.000 Land Value $96,800 Land Improvements $0 Renaissance Zone No Renaissance Zone Expiration No Data to Display Date ECF Neighborhood 50011 COMMERCIAL B Mortgage Code No Data to Display Lot Dimensions/Comments No Data to Display Neighborhood Enterprise No Zone

Lot(s) Frontage Depth

No lots found.

Total Frontage: 0.00 ft Average Depth: 0.00 ft

Legal Description

M.D. L4339 P352 11/21/2003 UNIT 7 CHELSEA CLOCK TOWER SPLIT ON 11/24/2003 FROM ROCKWELL BUILDING

Land Division Act Information Date of Last Split/Combine No Data to Display Number of Splits Left 0 Date Form Filed No Data to Display Unallocated Div.s of Parent 0 Date Created No Data to Display Unallocated Div.s Transferred 0 Acreage of Parent 0.00 Rights Were Transferred Not Available Split Number 0 Courtesy Split Not Available Parent Parcel No Data to Display

Sale History

Sale Date Sale Price Instrument Grantor Grantee Terms of Sale Liber/Page

10/26/2017 $485,000.00 PTA BECKER PATRICK NORFOLK HOMES OF CONVENTIONAL 5233/145 THE ROCKWELL BLDG

09/29/2014 $60,000.00 WD WASHTENAW COUNTY BECKER PATRICK AUCTION - WASHTENAW TREASURER

05/30/2014 $0.00 WD CHELSEA ROCKWELL WASHTENAW COUNTY FORECLOSURE/FORFEIT BUILDING LLC TREASURER

07/14/2005 $0.00 QC CHELSEA DEVELOPMENT CHELSEA ROCKWELL INVALID SALE 4492/0480 HOLDINGS LLC BUILDING LLC

07/11/2005 $0.00 QC RW INVESTMENTS II LLC CHELSEA DEVELOPMENT INVALID SALE HOLDINGS LLC

Building Information - 43752 sq ft Industrial - Lofts (Commercial)

Floor Area 43,752 sq ft Estimated TCV $71,644 Occupancy Industrial - Lofts Class C Stories Above Ground 1 Average Story Height 10 ft Basement Wall Height Not Available Identical Units Not Available Year Built Not Available Year Remodeled Not Available Percent Complete 100% Heat Package Heating & Cooling Physical Percent Good 35% Functional Percent Good 25% Economic Percent Good 100% Effective Age 105 yrs

**Disclaimer: BS&A Software provides BS&A Online as a way for municipalities to display information online and is not responsible for the content or accuracy of the data herein. This data is provided for reference only and WITHOUT WARRANTY of any kind, expressed or inferred. Please contact your local municipality if you believe there are errors in the data.

APPENDIX D PROJECT CONCEPTUAL DRAWINGS

Passionate People Building and Revitalizing our World

INTERLOCAL AGREEMENT TO USE LOCAL TAX INCREMENT REVENUES FOR THE ROCKWELL BUILDING BROWNFIELD REDEVELOPMENT PROJECT

WHEREAS, the Urban Cooperation Act, PA7 of 1967, Extra Session (Act 7), provides that a public agency may enter into interlocal agreements with other public agencies to exercise jointly any power, privilege, or authority that the agencies share to in common and that each might exercise separately; and

WHEREAS, the City of Chelsea’s Downtown Development Authority (DDA) was duly established pursuant to PA 381 of 1980, as amended (Act 450); and

WHEREAS, the Washtenaw County Brownfield Redevelopment Authority (WCBRA) was duly established pursuant to PA 381, 1996, as amended (Act 381); and

WHEREAS, the WCBRA and DDA are considered a “public agency” under Act 7; and--

WHEREAS, the WCBRA has the authority to pay for “eligible activities” and capture tax increment revenues generated by the levy of certain taxes via approved brownfield plans pursuant to and as described in Act 381; and

WHEREAS, the DDA has the authority to pay for certain eligible activities and capture tax increment revenues generated by the levy of certain taxes on the property pursuant to the DDA Plan; and

WHEREAS, the DDA has entered in to this Agreement based on the representation by the developer of the Rockwell Building Brownfield Redevelopment Plan that the improvements to be made on the property will result in a taxable value for the property of an estimated $2,020,000 at completion (the Property Taxable Value); and

WHEREAS, the DDA and the WCBRA enter into this Interlocal Agreement to transfer 100% of the DDA tax increment revenues to the WCBRA to reimburse the Act 381 “eligible activities” pursuant to the Rockwell Building Brownfield Redevelopment Plan (Plan)including 301 N. East Street; and

THEREFORE, the DDA and WCBRA agree as follows:

1. Transfer and Use of Tax Increment Revenues. Only upon affirmative vote by the City of Chelsea (City), WCBRA and the Washtenaw County Board of Commissioners (BOC) adopting the Plan, shall the tax increment revenues captured by the DDA be transferred to the WCBRA to reimburse approved eligible activities.

2. Limitation on Duration of Transfer. The time period during which the TIF Annual Revenue shall be transferred to the WCBRA for the purposes stated in Paragraph 1 shall not exceed the shorter of the following: 1) reimbursement of all eligible costs, cumulatively not to exceed developer reimbursement of $659,605 and $53,842 for Brownfield Authority Administrative Expenses and Local Brownfield Revolving Fund deposit or 2) 20 years, with the first year of the 20 years being the first year of TIF capture.

3. Limitation to Tax Increment Revenues from Eligible Property. The DDA shall only transfer to the WCBRA the tax increment revenues generated by the eligible property to reimburse for approved actual eligible activity costs identified in the approved Plan and authorized by Act 381. Upon conclusion or dissolution of the brownfield plan, all tax increment revenues generated by the eligible property shall be captured by the DDA as stated in the DDA Plan.

4. WCBRA as Agent under This Agreement. The parties designate the WCBRA as the agent to receive and disburse all tax increment revenues generated by the eligible properties until such time all obligations of the approved Plan and Reimbursement Agreement between the developer and WCBRA have been satisfied.

5. WCBRA as Agent under Reimbursement Agreements. The parties agree to designate the WCBRA as agent to develop and enforce the terms of any Reimbursement Agreement executed with outside parties pursuant to the approved Plan.

6. Effective Date. The Agreement shall commence upon its approval by the legislative bodies of the DDA and WCBRA and duly executed by their authorized representatives and filed with the Washtenaw County Clerk and Secretary of State of the State of Michigan as required by Act 7.

7. Severability. To the extent that any provisions contained in this Agreement is deemed enforceable, to the extent possible, the remaining terms shall remain in effect.

The DDA and WCBRA, by their authorized representatives, have executed this Agreement as indicated on the attached signature page:

This agreement was approved by the City of Chelsea Downtown Development Authority. The Chairman and Secretary were authorized to sign this Agreement on the ____ day of November, 2019 and was executed by the Chairman and Secretary on the _____ day of ______, 2019.

Witnesses CITY OF CHELSEA DOWNTOWN DEVELOPMENT AUTHORITY

______Chair, Tim Merkel

______Secretary, William O’Reilly

Subscribed and sworn before me on this _____ day of ______, 2019.

______Notary Public, Washtenaw County My commission expires:______

This agreement was approved by the Washtenaw County Brownfield Redevelopment Authority. The Chairman was authorized to sign this Agreement on the ____ day of ______, 2019 and was executed by the Chairperson on the _____ day of ______, 2019.

Witnesses WASHTENAW COUNTY BROWNFIELD REDEVELOPMENT AUTHORITY

______Chair, Jeremy McCallion

Subscribed and sworn before me on this _____ day of ______, 2019.

______Notary Public, Washtenaw County My commission expires:______

WASHTENAW COUNTY BROWNFIELD REDEVELOPMENT AUTHORITY

Environmental Assessment Grant Program APPLICATION FORM

The WCBRA Environmental Assessment Grant Program provides grants for conducting Department Specific Activities, as defined by Act 381, by, or on behalf of, the Brownfield Authority on prospective eligible properties to be included in a Brownfield Plan. These include, but are not limited to, Phase I and II studies, as part of Baseline Environmental Assessments, Due Care Activities and Hazardous Materials Surveys.

The program is funded using available Brownfield Administrative Funds from active brownfield projects. Sites are eligible for 100% of the cost of eligible assessment activities, up to $15,000. Higher awards may be given on a case by case basis.

Type of Application

X Publicly-Owned or Non-Profit-Owned Property

 Privately-Owned Property

Owner Information Property Owner: ___McKinley Companies______Contact:______Property Address: 320 N Main St #200; Ann Arbor MI 48104 Phone No.:

Property Tax ID #:

Applicant Information Applicant Name: Holden Branch ______Phone No.:_____(517)331-0993______Address: 301 E Louis Glick Hwy; Jackson MI 49201 Developer (Entity) Name (if different than applicant): Morningside Lower Town, LLC

Project Information Project Name: Nine99 Condominium and Broadway 1200 Apartments Project Description: _Construction of mixed-use development with 3 three structures containing apartments, condominiums, and commercial components and a parking garage. This property is impacted by historical PCE release from a former dry cleaner business. In addition to chlorinated solvent

Application Form approved May 4, 2017, revised April 4, 2019 Page 1 of 3 impacts in soil and groundwater, other VOCs, PAHs and metals have been measured in soil or groundwater at the property above EGLE generic criteria. The off-site monitoring of the groundwater, which is necessary to evaluate the effectiveness of the remedy and what is migrating off the 1140 Broadway property, is not the responsibility of Morningside. The agreement has been that EGLE will conduct this monitoring. Eventually, EGLE will also be responsible for monitoring groundwater on the 1140 Broadway property, as well. There are sampling events scheduled for December 2019 and June 2020. Unfortunately, due to EGLE budget shortfalls, we cannot pay Wood to conduct this work.

Please provide a Site Map, Aerial, and/or Site Plan for the redevelopment.

Property Information Previous Owners: Lower Town LLC Historic Property Uses: Dry Cleaners, Gas Station, Salvage yard, Kroger, Residential

Property Acreage: 6.4ac Zoning: Mixed Use PUD Surrounding Land Use:

Proposed Environmental Activities:

Estimated Cost  Phase I  Phase II  BEA Report  Due Care Plan  Hazardous Material Survey Other- Additional Monitoring $20,000 and analytical (December & June events)

Please attach a price quote from a qualified environmental firm.

Application Form approved May 4, 2017, revised April 4, 2019 Page 2 of 3

WOOD-2019 December Broadway Coin Laundry 2019 Offsite Monitoring Well Sampling Event Cost Merit Lab Cost with markups 23 samples $2,100 VOC only. Field Equipment $1,500 We assume 1 person (4) sampling days 10 hour days due to winter conditions. Letter Report/Memo including Chem Box Figure and Groundwater Flow Maps Shallow and Deep Figures will be generated.

December Total price $10,000

Total ask: $20,000*

*Cost doubled to cover the June sampling event as well

Please describe Previous Environmental Assessments Completed: Various Phase I ESAs and Phase II ESAs have been completed since at least the early 2000’s. Baseline Environmental Assessments were filed with EGLE, formerly MDEQ.

Please describe environmental conditions: This property is impacted by historical PCE release from a former dry cleaner business. In addition to chlorinated solvent impacts in soil and groundwater, other VOCs, PAHs and metals have been measured in soil or groundwater at the property above EGLE generic criteria. Please provide cloud links to any relevant environmental reports.

Please return the completed form and attachments to: Nathan Voght Economic Development Specialist Washtenaw County Office of Community and Economic Development 415 W. Michigan Ave. Ypsilanti, MI 48197 734-544-3055 [email protected]

Application Form approved May 4, 2017, revised April 4, 2019 Page 3 of 3

Date: December 6, 2019

The Washtenaw County Brownfield Redevelopment Authority, through the Office of Community and Economic Development, on behalf of Ypsilanti Community Schools, is formally soliciting a RFQ (Request For Quotation) and cost proposal for:

Environmental Investigation services for three Ypsilanti Community Schools properties, in accordance with Scope of Services on next page.

Please submit your quotation and cost proposal via e-mail to: [email protected] indicating your agreement with the applicable terms and conditions that follow.

If you have questions, please contact: Nathan Voght, 734-544-3055 or [email protected]

Please respond by or before December 31, 2019

WASHTENAW COUNTY TERMS & CONDITIONS

1. The acceptance of this does not in any way make Washtenaw County a party to any infringement or damage suits. Such suits shall be borne by the Vendor. 2. Washtenaw County is exempt from Federal Excise and Michigan Sales Taxes. 3. Payment term shall be FOB Destination net 30 days unless otherwise specified. 4. Non-Discrimination Clause – in the performance of any contract or purchase Order resulting herefrom, the bidder agrees not to discriminate against any employee with respect to his or her hire, tenure, terms, conditions or privileges of employment, or any matter directly or indirectly related to employment, because of his or her race, color, creed, sex, religion, national origin, ancestry, age, marital status, veteran status, sexual preference, physical handicap, height, weight or political belief.

By responding to the next page you are agreeing to the above Washtenaw County terms & conditions.

SCOPE OF SERVICES

The Washtenaw County Brownfield Redevelopment Authority, through the Office of Community & Economic Development, and on behalf of Yps ilanti Community Sc hools, is requesting Proposals from experienced Environmental Consulting firms to conduct Environmental Investigation services for all three properties owned by the Ypsilanti Community Schools. Please refer to Appendix A, the spreadsheet with BS&A links entitled “Ypsilanti Community Schools Parcel Information.” In addition, Appendix B includes aerial photos of each site.

Specifically, the consultant will conduct report Phase I Environmental Site Assessments (ESAs), including full title work, for all three properties. Additionally, the consultant will conduct a Hazardous Materials Survey, including pre-demolition asbestos survey and lead-based paint survey for the Cheney Elementary School building, in anticipation of demolition, which is the only remaining school building occupying any of the three parcels.

Environmental Site Assessment Services must be performed by a professional environmental consultant who has experience in the conduct of, and preparation of reports for Environmental Site Assessment Services. All Phase I ESAs must be performed in a manner that would satisfy the requirements for having made “all appropriate inquiries” under all of the following (as same may be amended hereafter) which are incorporated here by reference 42 U.S.C. 9601(35)(B), the U.S. Environmental Protection Agency’s regulations, currently found at 40 CFR 312.1 – 312.31; and the then current “Standard Practice for Environmental Site Assessments, Phase I Environmental Site Assessment Process” of the American Society for Testing and Materials (ASTM), currently known as E 1527-13. Phase I ESAs and the Hazardous Materials Survey must specifically satisfy all statutory and regulatory requirements and standards necessary to qualify for federal and state landowner protections.

The Hazardous Material Survey will consist of a Pre-Demolition Asbestos Survey and Lead-Based Paint Survey. The pre-demolition asbestos survey is based on the Asbestos School Hazard Abatement Reauthorization Act (ASHARA). The purpose of ASHARA is to extend the Asbestos Hazard Emergency Response Act (AHERA) inspection and management requirements to commercial and industrial buildings.

The asbestos survey will: (a) identify and locate suspect ACBM, (b) establish a sampling plan, based on homogeneous and functional areas, to sample sources of friable and non-friable suspect ACBM, (c) quantify the amount of asbestos identified at the property, and (c) prepare a final survey report documenting ACBM and presumed ACBM quantities, locations, and laboratory testing results.

The scope of work for this survey is specifically designed to support facility demolition operations.

The Pre-Demolition Asbestos Survey will be performed using the following scope of work:

1. A review of readily available building records will be performed. This review may include building records, such as “working drawings” and “as- built drawings” to obtain an initial orientation to the layout and structural/electrical/mechanical elements of the building(s) or survey area. Building specifications, blueprints, and change orders will also be reviewed for any reference to any generic manufacturer or brand name of materials known to contain asbestos that have been incorporated into the building structures.

2. A survey will be conducted to identify building materials that are suspect for asbestos content. The AHERA rule requires that the suspect materials be identified, located and documented, and that friable suspect materials be assessed and classified for friability and damage. During the inspection, homogeneous areas will be delineated and sampled, as appropriate. Functional spaces will also be identified for purposes of assessing all suspect materials and thermal system insulation, as appropriate.

As part of the building inspection, it is understood destructive methods will be used to gain access to enclosed building wall and ceiling structures, etc. Further, inspection and access to building walls, floors, mechanical and heating, ventilation, and air conditioning (HVAC) systems including ductwork and air handling systems will be needed, as appropriate. The purpose of this approach is to: (a) identify the location of all ACBM (where feasible), (b) obtain access to suspect materials for sampling purposes, (c) obtain accurate material quantity estimates of the ACBM located within the building at the property, (d) minimize damage to building structures. An effort must be made to maintain the building condition but it’s understood the contractor will not be responsible for damages or restoration as part of building material sampling.

For suspect ACBM that cannot be sampled, the suspect ACBM will be called out in the final report as “Assumed” and/or “Limited Sample”.

It should be noted that core sampling of roofing materials associated with composite, rubber membrane, or “built up” roofing systems may result in damage due to water intrusion. In an effort to maintain system integrity, roof systems will not be sampled as part of this investigation. Roofing materials will be assumed asbestos containing unless roof access is accessible from an interior hatch/opening and Ypsilanti Community Schools approves destructive roof sampling techniques.

3. All samples collected will be submitted with chain-of-custody documentation to an analytical laboratory that participates in the National Voluntary Laboratory Accreditation Program (NVLAP). All samples will be analyzed using polarized light microscopy (PLM) with dispersion staining following USEPA Test Method (EPA-600/M4-82-020) and the National Institute of Standards and Technology (NIST) Bulk Asbestos Handbook. Although PLM is currently the accepted and approved method for analysis, the method is limited in its ability to provide a quantitative result when asbestos represents a small fraction of the material. Current USEPA guidelines specify that when initial laboratory analysis of friable materials detect the presence of asbestos in a quantity between less than one percent (or trace) and less than ten percent, a verification analysis using the point counting analytical method may be considered. If the County does not exercise the option to conduct point counting, the material in question will be considered ACBM as identified by PLM analysis.

In an effort to minimize costs, the Contractor will utilize first positive stop analysis methodologies. First positive stop involves analyzing samples by homogeneous area groupings. Laboratory analyses would proceed sample by sample, within each homogeneous area grouping, until a sample is determined to be asbestos containing. Thus, the estimated number of samples taken will remain as proposed, the actual number of samples analyzed and necessarily the cost of analyses, are expected to be reduced thereby reducing the final laboratory analytical costs incurred by the County.

4. The Contractor will prepare a summary letter report documenting the data and information gathered during the Asbestos Survey. The report will include: (a) a general description of the suspect ACBM identified, (b) a determination of the quantity of suspect materials observed (c) photographs of sampled materials, (d) a discussion regarding the quality assurance and quality control as well as methodology, (e) estimated costs for abatement of asbestos and other regulated materials, and (f) laboratory testing results. The Contractor will provide one electronic copy and one printed copy of the completed report.

The Lead-Based Paint (LBP) survey will be completed according to the following protocol:

 Paint chip samples will be collected from representative surfaces to determine the lead content of the painted surfaces on the interior and exterior surfaces of the building.

 The testing will include, but is not limited to: walls, baseboards, window casings, window jambs, window sills, window aprons, doors, door casings, door jambs, cabinets and other painted components for testing of lead in paint. It is noted that the sampling activities are destructive in nature and that some damage to the painted surfaces will be created by the sampling activities. No repair or repainting of damaged surfaces will be performed as part of this survey.

 Paint chip samples collected will be analyzed in an accredited laboratory for lead content via Atomic Absorption Spectroscopy (AAS) or Inductively Coupled Plasma-Atomic Emission Spectroscopy (ICP-AES) using USEPA laboratory methods.

MINIMUM QUALIFICATIONS OF ENVIRONMENTAL CONSULTING AND SITE ASSESSMENT FIRM

 Environmental Consultant authorized to do business in the State of Michigan who (or in the case of a Firm the individuals performing the services) qualifies as an “environmental professional” under 40 CFR 312.10(b).  Minimum five (5) years continuous business operation.  Experience conducting and providing all types and categories of the previously mentioned Environmental Site Assessment Services, including without limitation for residential, commercial, industrial, agricultural and open space properties on a time sensitive basis per American Society for Testing and Materials standard E 1527-13, Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process.

The work to be performed includes all ASTM E 1527-13 Phase I ESA requirements and protocols, including without limitation:

1. A site visit to document: signs of underground tanks, fill areas, depressions, distressed vegetation, staining, and any other visible indicators of potential environmental concerns.

2. Inspection of any site buildings.

3. General description of soils and the hydrologic and hydrogeologic setting.

4. An evaluation of potential paths of contamination to groundwater.

5. Review of municipal building permit records or other records for property background, site improvements or installations (i.e. underground tanks), past uses, owners or occupants.

6. Review of governmental agency records for hazardous waste activity, permits, and other environmentally related activities or violations. Review will include the following Federal and State lists:

a. Emergency Response Notification System (ERNS) b. National Priorities List (NPL) c. Resource Conservation and Recovery Information System (RCRIS) d. Comprehensive Environmental Response, Compensation and Liability Information System (CERCLIS) e. List of Leaking Underground Storage Tanks (LUST) f. Michigan List of Spills g. Registered Underground Storage Tanks (RUST) h. Solid Waste Facility/Landfill Sites (SWF/LS) i. State Hazardous Waste Sites (SHWS) j. USEPA PCB Activity Database (PADS) k. Resource Conservation and Recovery Act Administration Action Tracking System (RAATS) l. Toxic Release Inventory System (TRIS) m. Toxic Substances Control Act (TSCA) n. Hazardous Materials Incident Report System (HMIRS)

7. Review of United States Geologic Survey 7.5-minute quadrangle topographic map for indications of general drainage patterns.

8. Review of Flood Insurance Maps

9. Interviews with persons familiar with site histories, if possible, including local government personnel, present owners/operators, or former owner/operators. An environmental questionnaire will be completed based on interviews.

10. Review of aerial photographs obtained from the local or regional planning commission, or a state or commercial source to determine historical property usage of both the site and the adjacent properties. When possible, review will include two to five photographs from representative years of the site’s history.

11. Review of historical fire insurance maps, if available, for potential contaminant sources such as underground tanks and flammable liquid storage areas.

Type of Contract

A sample of the standard Professional Service Contract is included in Appendix C. Those who wish to submit a Quote and cost proposal to the County are required to carefully review the Professional Service Contract. Respondents should specifically note the Insurance requirements.

Contractor Specifications

The Quote and cost proposal should include the following information:

A. The bidder’s qualifications to provide the services required by Washtenaw County. Include years in business under your present company name, staff profile and experience.

B. List three (3) references from previous or current private or government customers purchasing similar services. Include business name, contact name, title email address and phone number.

C. Review contract provisions and insurance requirements. Note any limitations on any of the articles or providing insurance requirements as outlined in the contract provisions contained in Sample Contract.

Award

Award will be made to the lowest responsive, responsible bidder, with the most relevant experience and best qualifications. However, the award may not be based solely on low bid alone.

Appendix A – Parcel Information

Ypsilanti Community Schools Parcel Information

Jurisdiction School FacilParcel # Address ZoningURL Ypsilanti TownshipCheney K -11-03-100-001255 E CLARK RD YPSILANTI, MI 48R3 https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=K%20-11-03-100-001&SearchFocus=&uid=182&PageIndex=1&ReferenceKey=K%20-11-03-100-001&ReferenceType=0&SortBy=&SearchOrigin=0 Superior Township J -10-34-400-001500 STAMFORD RD YPSILANTI, MI 4PSP https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=J%20-10-34-400-006&SearchFocus=&uid=287&PageIndex=1&ReferenceKey=J%20-10-34-400-006&ReferenceType=0&SortBy=&SearchOrigin=0 Superior Township J -10-34-485-02NOTTINGHAM DR YPSILANTI, MI 4819PSP https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=J%20-10-34-485-023&SearchFocus=&uid=287&PageIndex=1&ReferenceKey=J%20-10-34-485-023&ReferenceType=0&SortBy=&SearchOrigin=0 Ypsilanti TownshipThurston K -11-11-204-01181 OREGON ST YPSILANTI, MI 4819R5 https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=K%20-11-11-204-016&SearchFocus=&uid=182&PageIndex=1&ReferenceKey=K%20-11-11-204-016&ReferenceType=0&SortBy=&SearchOrigin=0 Ypsilanti Township K -11-11-203-011763 RUSSELL ST YPSILANTI, MI 48R5 https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=K%20-11-11-203-017&SearchFocus=&uid=182&PageIndex=1&ReferenceKey=K%20-11-11-203-017&ReferenceType=0&SortBy=&SearchOrigin=0 Ypsilanti Township K -11-11-202-01105 DAKOTA AVE YPSILANTI, MI 481R5 https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=K%20-11-11-202-011&SearchFocus=&uid=182&PageIndex=1&ReferenceKey=K%20-11-11-202-011&ReferenceType=0&SortBy=&SearchOrigin=0 Ypsilanti Township Kettering K -11-14-284-021633 KNOWLES ST YPSILANTI, MI 48R5 https://bsaonline.com/SiteSearch/SiteSearchDetails?SearchCategory=Parcel+Number&SearchText=K%20-11-14-284-020&SearchFocus=&uid=182&PageIndex=1&ReferenceKey=K%20-11-14-284-020&ReferenceType=0&SortBy=&SearchOrigin=0 Appendix B – Aerial Photos

Appendix C – Professional Service Contract

Contract#______

PROFESSIONAL SERVICE CONTRACT

AGREEMENT is made this ______day of ______, 20XX, by the COUNTY OF WASHTENAW, a municipal corporation, with offices located in the County Administration Building, 220 North Main Street, Ann Arbor, Michigan (“County”) and(Name of Consultant) located at (Address) (“Consultant”).

In consideration of the promises below, the parties mutually agree as follows:

ARTICLE I - SCOPE OF SERVICES

The Consultant will (SPELL OUT SCOPE OF SERVICE)

ARTICLE II - COMPENSATION

Upon completion of the above services and submission of invoices the County will pay the Consultant an amount not to exceed (SPELL OUT DOLLAR AMOUNT). - OR-

Upon completion of the above services and submission of invoices the County will pay the Contractor an amount based on discounts and labor charges submitted in accordance with RFP #XXXX.

ARTICLE III - REPORTING OF CONSULTANT

Section 1 - The Consultant is to report to (DEPARTMENT HEAD TITLE) and will cooperate and confer with him/her as necessary to insure satisfactory work progress.

Section 2 - All reports, estimates, memoranda and documents submitted by the Consultant must be dated and bear the Consultant's name.

Section 3 - All reports made in connection with these services are subject to review and final approval by the County Administrator.

Section 4 - The County may review and inspect the Consultant's activities during the term of this contract.

Section 5 - When applicable, the Consultant will submit a final, written report to the County Administrator.

Section 6 - After reasonable notice to the Consultant, the County may review any of the Consultant’s internal records, reports, or insurance policies.

ARTICLE IV - TERM

This contract begins on the date of this agreement and ends on December 31, _____(YEAR) with an option to extend for two (2) additional one (1) year periods.

ARTICLE V- PERSONNEL

Professional Service Contract Boilerplate 1 Contract#______

Section 1 - The Consultant will provide the required services and will not subcontract or assign the services without the County’s written approval.

Section 2 - The Consultant will not hire any County employee for any of the required services without the County’s written approval.

Section 3 - The parties agree that all work done under this contract shall be completed in the United States and that none of the work will be partially or fully completed by either an offshore subcontractor or offshore business interest either owned or affiliated with the contractor. For purposes of this contract, the term, “offshore” refers to any area outside the contiguous United States, Alaska or Hawaii.

ARTICLE VI-INDEPENDENT CONTRACTOR

Contractor and the County shall, at all times, be deemed to be independent contractors and nothing herein shall be construed to create or imply that there exists between the parties a partnership, joint venture or other business organization. Contractor shall hold no authority, express or implied, to commit, obligate or make representations on behalf of the County and shall make no representation to others to the contrary.

Nothing herein is intended nor shall be construed for any purpose as creating the relationship of employer and employee or agent and principal between the parties. Except as otherwise specified in this contract, Contractor retains the sole right and obligation to direct, control or supervise the details and means by which the services under this contract are provided.

Contractor shall not be eligible for, or participate in, any insurance, pension, workers’ compensation insurance, profit sharing or other plans established for the benefit of the County’s employees. Contractor shall be solely responsible for payment of all taxes arising out of the Contractor’s activities in connection with this Agreement, including, without limitation, federal and state income taxes, social security taxes, unemployment insurance taxes and any other tax or business license fees as required. The County shall not be responsible for withholding any income or employment taxes whatsoever on behalf of the Contractor.

ARTICLE VII - INDEMNIFICATION AGREEMENT

The Consultant will protect, defend and indemnify Washtenaw County, its officers, agents, servants, volunteers and employees from any and all liabilities, claims, liens, fines, demands and costs, including legal fees, of whatsoever kind and nature which may result in injury or death to any persons, including the Consultant’s own employees, and for loss or damage to any property, including property owned or in the care, custody or control of Washtenaw County in connection with or in any way incident to or arising out of the occupancy, use, service, operations, performance or non-performance of work in connection with this contract resulting in whole or in part from negligent acts or omissions of Consultant, any sub-Consultant, or any employee, agent or representative of the Consultant or any sub-Consultant.

ARTICLE VIII- INSURANCE REQUIREMENTS

Professional Service Contract Boilerplate 2 Contract#______

The Consultant will maintain at its own expense during the term of this Contract, the following insurance:

1. Workers' Compensation Insurance with Michigan statutory limits and Employers Liability Insurance with a minimum limit of $100,000 each accident for any employee.

2. Commercial General Liability Insurance with a combined single limit of $1,000,000 each occurrence for bodily injury and property damage. The County shall be added as "additional insured" on general liability policy with respect to the services provided under this contract.

3. Automobile Liability Insurance covering all owned, hired and nonowned vehicles with Personal Protection Insurance and Property Protection Insurance to comply with the provisions of the Michigan No Fault Insurance Law, including residual liability insurance with a minimum combined single limit of $1,000,000 each accident for bodily injury and property damage. For transportation services contracts, the County shall be added as additional insured on automobile liability policy with respect to the services provided under this contract.

4. Professional Liability coverage with a minimum limit of $1,000,000 each occurrence. The County shall be added as “additional insured” on Professional liability policy with respect to the services provided under this contract. The additional insured provision does not apply to contracts with Architects, Architectural firms, Engineers or Engineering firms.

Insurance companies, named insureds and policy forms may be subject to the approval of the Washtenaw County Administrator, if requested by the County Administrator. Such approval shall not be unreasonably withheld. Insurance policies shall not contain endorsements or policy conditions which reduce coverage provided to Washtenaw County. Consultant shall be responsible to Washtenaw County or insurance companies insuring Washtenaw County for all costs resulting from both financially unsound insurance companies selected by Consultant and their inadequate insurance coverage. Consultant shall furnish the Washtenaw County Administrator with satisfactory certificates of insurance or a certified copy of the policy, if requested by the County Administrator.

No payments will be made to the Consultant until the current certificates of insurance have been received and approved by the Administrator. If the insurance as evidenced by the certificates furnished by the Consultant expires or is canceled during the term of the contract, services and related payments will be suspended. Consultant shall furnish certification of insurance evidencing such coverage and endorsements at least ten (10) working days prior to commencement of services under this contract. Certificates shall be addressed to the Washtenaw County c/o: : INSERT DEPARTMENT, ADDRESS, CITY, STATE & ZIP CODE AND Contract #______, and shall provide for written notice to the Certificate holder of cancellation of coverage.

ARTICLE IX - COMPLIANCE WITH LAWS AND REGULATIONS

The Consultant will comply with all federal, state and local regulations, including but not limited to all applicable OSHA/MIOSHA requirements and the Americans with Disabilities Act.

ARTICLE X - INTEREST OF CONSULTANT AND COUNTY

Professional Service Contract Boilerplate 3 Contract#______

The Consultant promises that it has no interest which would conflict with the performance of services required by this contract. The Consultant also promises that, in the performance of this contract, no officer, agent, employee of the County of Washtenaw, or member of its governing bodies, may participate in any decision relating to this contract which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is directly or indirectly interested or has any personal or pecuniary interest. However, this paragraph does not apply if there has been compliance with the provisions of Section 3 of Act No. 317 of the Public Acts of 1968 and/or Section 30 of Act No. 156 of Public Acts of 1851, as amended by Act No. 51 of the Public Acts of 1978, whichever is applicable.

ARTICLE XI - CONTINGENT FEES

The Consultant promises that it has not employed or retained any company or person, other than bona fide employees working solely for the Consultant, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than bona fide employees working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this contract. For breach of this promise, the County may cancel this contract without liability or, at its discretion, deduct the full amount of the fee, commission, percentage, brokerage fee, gift or contingent fee from the compensation due the Consultant.

ARTICLE XII - EQUAL EMPLOYMENT OPPORTUNITY

The Consultant will not discriminate against any employee or applicant for employment because of race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief (except as it relates to a bona fide occupational qualification reasonably necessary to the normal operation of the business).

The Consultant will take affirmative action to eliminate discrimination based on sex, race, or a handicap in the hiring of applicant and the treatment of employees. Affirmative action will include, but not be limited to: Employment; upgrading, demotion or transfer; recruitment advertisement; layoff or termination; rates of pay or other forms of compensation; selection for training, including apprenticeship.

The Consultant agrees to post notices containing this policy against discrimination in conspicuous places available to applicants for employment and employees. All solicitations or advertisements for employees, placed by or on the behalf of the Consultant, will state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, sexual orientation, national origin, physical handicap, age, height, weight, marital status, veteran status, religion and political belief. ARTICLE XIII - LIVING WAGE

The parties understand that the County has enacted a Living Wage Ordinance that requires covered vendors who execute a service or professional service contract with the County to pay their employees under that contract, a minimum of either $13.61 per hour with benefits or $15.18 per hour without benefits. Contractor agrees to comply with this Ordinance in paying its employees. Contractor understands and agrees that an adjustment of the living wage amounts, based upon the Health and Human Services poverty guidelines, will be made on or before April 30, 2020 and annually thereafter which amount shall be automatically incorporated into this contract. County agrees to give Contractor thirty (30) days written notice of such change. Contractor agrees to post a

Professional Service Contract Boilerplate 4 Contract#______

notice containing the County’s Living Wage requirements at a location at its place of business accessed by its employees.

ARTICLE XIV - ASSIGNS AND SUCCESSORS

This contract is binding on the County and the Consultant, their successors and assigns. Neither the County nor the Consultant will assign or transfer its interest in this contract without the written consent of the other.

ARTICLE XV - TERMINATION OF CONTRACT

Section 1 - Termination without cause. Either party may terminate the contract by giving thirty (30) days written notice to the other party.

ARTICLE XVI - EQUAL ACCESS

The Consultant shall provide the services set forth in paragraph I without discrimination on the basis of race, color, religion, national origin, sex, sexual orientation, marital status, physical handicap, or age.

ARTICLE XVII - OWNERSHIP OF DOCUMENTS AND PUBLICATION

All documents developed as a result of this contract will be freely available to the public. None may be copyrighted by the Consultant. During the performance of the services, the Consultant will be responsible for any loss of or damage to the documents while they are in its possession and must restore the loss or damage at its expense. Any use of the information and results of this contract by the Consultant must reference the project sponsorship by the County. Any publication of the information or results must be co-authored by the County.

ARTICLE XVIII - PAYROLL TAXES

The Consultant is responsible for all applicable state and federal social security benefits and unemployment taxes and agrees to indemnify and protect the County against such liability.

ARTICLE XIX - PRACTICE AND ETHICS

The parties will conform to the code of ethics of their respective national professional associations.

ARTICLE XX - CHANGES IN SCOPE OR SCHEDULE OR SERVICES

Changes mutually agreed upon by the County and the Consultant, will be incorporated into this contract by written amendments signed by both parties.

ARTICLE XXI - CHOICE OF LAW AND FORUM

This contract is to be interpreted by the laws of Michigan. The parties agree that the proper forum for litigation arising out of this contract is in Washtenaw County, Michigan.

ARTICLE XXII - EXTENT OF CONTRACT

Professional Service Contract Boilerplate 5 Contract#______

This contract represents the entire agreement between the parties and supersedes all prior representations, negotiations or agreements whether written or oral.

ARTICLE XXIII – ELECTRONIC SIGNATURES

All parties to this contract agree that either electronic or handwritten signatures are acceptable to execute this agreement.

ATTESTED TO: WASHTENAW COUNTY

By:______By:______Lawrence Kestenbaum (DATE) Gregory Dill (DATE) County Clerk/Register County Administrator

APPROVED AS TO CONTENT: CONSULTANT

By:______BY:______(Department Head) (DATE) (Name of Consultant) (DATE)

APPROVED AS TO FORM:

By:______Curtis N. Hedger (DATE) Office of Corporation Counsel

Professional Service Contract Boilerplate 6

Washtenaw County Brownfield Redevelopment Authority

2020 MEETING CALENDAR

Pursuant to Act 267, Public Act of Michigan, NOTICE is hereby given by Office of Community and Economic Development that the regularly scheduled meetings of the Washtenaw County Brownfield Redevelopment Authority will be held on the first Thursday of each month unless otherwise indicated:

9:00 a.m. to 11:00 a.m. (unless otherwise noted) 200 N. Main, Lower Level Large Conference Room Ann Arbor, 48104 (unless otherwise noted)

*January 9th February 6th March 5th April 2nd May 7th June 4th *July 9th August 6th September 3rd October 1st November 5th December 3rd

* Special Meeting Day

______Nathan Voght Office of Community and Economic Development

The County of Washtenaw will provide the necessary auxiliary aids and services, such as signers for the hearing impaired and audiotapes of printed materials being considered at the meeting, to individuals with disabilities at the meeting/hearing upon seven (7) days notice to the County of Washtenaw. Individuals with disabilities requiring auxiliary aids or services should contact the County of Washtenaw by writing or calling the following: Human Resources; 220 North Main Street; P. O. Box 8645; Ann Arbor, MI 48107-8645. Phone 734.222.6800 or TDD 734.994.1733

For more information, please contact 734.544.3055 WCBRA Financial Report ‐ November 2019

Jiffy Warehouse/140 Kingsley Condos ‐ Grand View 1140 Broadway‐ Thompson Broadway Rockwell, Project Maple Shoppes Michigan Inn Zingerman's Arbor Hills 618 S. Main Buchanan 544 Detroit Packard Square Water Street 221 Felch 615 S. Main ‐A2 Commons‐Dexter A2 Block 309 N. Ashley Park‐Roxbury Chelsea Project Parameters *Brownfield Plan ‐ Max Developer Reimbursement $ 1,209,027.00 $ 655,640.00 $ 1,233,937.00 $ 5,400,000.00 $ 4,628,636.00 $ 580,676.00 $ 698,773.00 $ 3,582,222.00 $ 22,874,634.00 $ 4,000,000.00 $ 4,489,510.00 $ 3,370,613.00 $ 13,159,069.00 Actual Approved Eligible Activity Expenses$ 1,010,042.00 $ 397,839.13 $ 600,218.85 $ 5,400,000.00 $ 2,726,826.00 $ 298,463.97 $ 383,368.00 $ 3,431,092.00 $ 4,000,000.00 $ 2,609,663.57 Approved Eligible Activity Expense Reimbursed to Dat $ 550,715.15 $ 356,593.37 $ 174,200.89 $ 3,053,373.92 $ 724,527.16 $ 231,564.72 $ 109,124.36 $ 2,364,468.37 $ 622,116.27 $ 1,182,787.26 Remaining Approved Eligible Activity Expenses$ 459,326.85 $ 41,245.76 $ 426,017.96 $ 2,346,626.08 $ 2,002,298.84 $ 66,899.25 $ 274,243.64 $ 1,066,623.63 $ ‐ $ 3,377,883.73 $ 1,426,876.31 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ Remaining Interest Eligible Activity to be Reimbursed$ 41,282.00 $ 36,964.00 $ 155,949.57 $ 1,015,444.00 $ 268,166.20 $ ‐ $ 30,744.20 $ ‐

Project Financial Activity 12/31/18 Fund Balance ‐$ $ ‐ $ 5,000.00 $ 456,076.04 $ ‐ $ (10,281.82) $ ‐ $ 362,541.53 $ 64,582.83 $ 1,764.01

TOTAL 2019 REVENUES Application Fee $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 5,000.00 $ 5,000 $ 4,000 Interest Revenue* TIF Revenue/Capture$ 63,086.57 $ 53,448.95 $ 36,246.37 $ 571,542.06 $ 245,230.04 $ 69,570.33 $ 29,843.72 $ 1,487,902.14 $ 37,917.82 $ 642,257.27 $ 1,051,827.43 $ 25,559.40 $ 4,389.45 $ ‐ $ ‐ $ ‐ $ ‐ Total Revenues$ 63,086.57 $ 53,448.95 $ 36,246.37 $ 571,542.06 $ 245,230.04 $ 69,570.33 $ 29,843.72 $ 1,487,902.14 $ 37,917.82 $ 642,257.27 $ 1,051,827.43 $ 25,559.40 $ 4,389.45 $ ‐ $ 5,000.00 $ 5,000 $ 4,000

2019 EXPENDITURES Certified Expense Reimbursement$ 59,897.57 $ 51,601.95 $ 25,976.70 $ 1,018,953.17 $ 220,214.63 $ 21,214.74 $ 22,247.72 $ 1,770,443.67 $ ‐ $ 622,116.27 $ 1,042,939.40 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ Administrative Fee Transfer$ 3,189.00 $ 1,847.00 $ 4,108.00 $ 8,664.93 $ 25,015.41 $ 6,903.93 $ 2,596.00 $ 80,000.00 $ 3,646.70 $ 20,141.00 $ 8,888.03 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ LBRF Revenue or Deposit $ ‐ $ ‐ $ 6,161.67 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ 68.75 $ ‐ $ ‐ $ ‐ $ ‐ State of MI Brownfield Fund (Approved after 2014) $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ Total Expenditures$ 63,086.57 $ 53,448.95 $ 36,246.37 $ 1,027,618.10 $ 245,230.04 $ 28,118.67 $ 24,843.72 $ 1,850,443.67 $ 3,646.70 $ 642,257.27 $ 1,051,827.43 $ ‐ $ 68.75 $ ‐ $ ‐ $ ‐ $ ‐ Misc Refund Current Brownfield Account Balance $ ‐ $ ‐ $ 5,000.00 $ ‐ $ ‐ $ 31,169.84 $ 5,000.00 $ ‐ $ 98,853.95 $ ‐ $ ‐ $ 25,559.40 $ 6,084.71 $ ‐ $ ‐ $ ‐ * Includes Admin and LBRF Funds Total of all 2019 CY TIF Reimburse Transfers $ 4,855,605.82 Total of all CY 2018 Admin Transfers $ 164,999.72 Total of all CY 2017 Admin Transfers $ 164,113.00 Total of all CY 2016 Admin Transfers $ 150,739.88 ACCOUNT BALANCES SUMMARY Total of all CY 2015 Admin Transfers $ 114,437.35 Admin Fund Cash Reserves w $22,448 and $80K added as of 9‐23‐19* $ 233,480.00 * Max 2019 Admin Capture was $165,000 per Act 381, with 14 active projects Total of all CY 2014 Admin Transfers $ 87,198.19 LBRF Interest earned as of 9‐23‐19 (inc. in bal. below) $43,871.00 2019 LBRF Capture Running Current Yr Total $ 6,230.42 LBRF Balance as of 9‐23‐19 ** $1,169,932.00 ** LBRF Balance reflects $600,000 paid out to escrow for White/State/Henry

TRANSACTION APPROVALS REQUESTED: PROJECT TIF CAPTURE ADMIN TRANSFER LBRF TRANSFER DEVELOPER REIMBURSEMENT 140 Buchanan Summer 2019 Capture $ 31,169.84 $ ‐ $ ‐ $27,548.84 (Exc for MI 3 Mill SET Payment)

$ ‐

$ ‐ Invoice Amount State of MI 3‐Mill 2018 Invoice 544 Detroit $ 1,833.00 State of MI 3‐Mill 2018 Invoice Buchanan North Jiffy $ 3,621.00 State of MI 3‐Mill 2018 Invoice Water Street $ 1,594.00 State of MI 3‐Mill 2018 Invoice 615 S. Main $ 5,546.50 State of MI 3‐Mill 2018 Invoice 221 Felch (Kingsley) $ 10,017.00 State of MI 3‐Mill 2018 Invoice 1140 Broadway (Lower Tow $ 114.00 Environmental Assessment Grant Tracker Administrative Fees Fund Projected Budget

Record of Actual Payments for Current Year Only 2018 2019 2020 2021 2022 2023 Approval Date Project Applicant Grant Award Amount Paid Status? 2017 Dexter Barn in ROW City of Dexter$ 3,600 $ 2,450 Closed $ 2,450 2017 Peninsular Park Dam HRWC$ 15,000 $ 15,000 Closed $ 15,000 2017 3045 Broad DTE Site City of Dexter$ 9,100 $ 5,200 Open $ 5,200 $ 3,900 2017 3045 Broad Norfolk Norfolk Homes$ 15,000 $ 12,295 Closed $ 12,294.60 2018 1514 White St. A2 Housing Comm$ 15,000 $ 15,000 Closed $ 15,000 2018 325 E. Summit 325 E. Summit Condos LLC $ 10,000 $ 10,000 Closed $ 10,000 2018 1140 Broadway Morningside$ 10,000 $ 10,000 Closed $ 10,000 2018 309 North Ashley 307 North Ashley LLC$ 10,000 $ 10,000 Closed $ 10,000 2018 651 Rice Street City of Ypsilanti$ 15,000 $ 10,960 Closed $ 10,960 $ 240 12/6/2018 1140 Broadway MDEQ MDEQ/Ann Arbor$ 15,000 $ 15,000 Closed $ 15,000 Mar and May 2019 1150 Midway Ypsilanti Township$ 8,435 $ 8,435 Closed $ 8,435 5/2/2019 2 W. Michigan Praxis Properties LLC$ 15,000 $ 15,000 Closed $ 15,000 5/2/2019 2025 E. Clark Rd. Ypsilanti Township$ 20,886 $ 18,821 Open $ 18,821 5/2/2019 9101 Main Streeet Northfield Township$ 2,500 $ 2,500 Closed $ 2,500 6/6/2019 1 Liberator Way Yankee Air Museum$ 15,000 $ 9,602 Open $ 9,602 6/6/2019 *** 1165 Ecorse Rd Phase Ypsilanti Township $17,840 Open $ 17,840 7/3/2019 1150 Midway (DDCC+ECMYpsilanti Township $6,450.00$ 2,950 Open $ 2,950 7/3/2019 Vac Dexter‐A2 Road City of Dexter $2,000$ 2,000 Closed $ 2,000 7/3/2019 2 W. Michigan EGLE $19,500 Open $ 19,500 7/3/2019 1831 Traver Road (Leslie) City of Ann Arbor ** $50,000 9/5/2019 2260/2270 Platt Thrive Collaborative$ 15,000 Open $ 15,000 9/5/2019 701 W. Ellsworth Pittsfield Twp$ 9,310 Open $ 9,310 10/3/2019 301 N. East St, Rockwell JP Commercial Real Est, Chelsea $ 15,000 Open$ 15,000 11/7/2019 Ypsi Community Schools 3 Sites OCED, on behalf of YCS $ 20,000 Open$ 20,000

TOTALS: $ 68,610 $ 162,393

***Phase I for $2,150 only paid whe** to be rolled into LBRF Actual and Projected Expenses Italicized = Projected Salary/Fringes $ 78,647 $ 85,000 $ 90,000 $ 90,000 $ 90,000 $ 95,000 Bold = Actual Conf/Travel/Mileage $ 1,530 $ 3,000 $ 3,000 $ 3,000 $ 3,000 $ 3,000 *Misc. (tele, transfers) $ 2,930 $ 3,016 $ 500 $ 500 $ 500 $ 500 Grand Total of all Grants $ 334,621 *CAP $ 17,219 $ 17,500 $ 19,590 $ 19,590 $ 19,590 $ 19,590 Paid Assessment Grants $ 68,610 $ 162,393 $ 75,000 $ 75,000 $ 75,000 $ 75,000 Total Program Expenses $ 168,936 $ 270,909 $ 188,090 $ 188,090 $ 188,090 $ 193,090

Expenses from County Budget Salary/Fringes $ 85,000 $ 85,000 $ 77,410 $ 77,410 $ 77,410 $ 77,410 Conf/Travel/Mileage $ 3,000 $ 3,000 $ 3,000 .$ 3,000 $ 3,000 *Telephone expenses were rolled into Misc. (tele)* $ 800 $ ‐ $ ‐ $ ‐ $ ‐ $ ‐ CAP expenses as of 2019 *CAP $ 16,330 $ 16,330 $ 19,590 $ 19,590 $ 19,590 $ 19,590 Paid Assessment Grants $ 68,610 $ 75,000 $ 75,000 $ 75,000 $ 75,000 $ 75,000 Total Program Expenses $ 173,740 $ 179,330 $ 175,000 $ 172,000 $ 175,000 $ 175,000

Actual and Projected Income Admin Fee income $ 165,000 $ 165,000 $ 165,000 $ 165,000 $ 165,000 $ 165,000 Application Fee Income $ 5,000 $ 10,000 $ 5,000 $ 10,000 $ 10,000 $ 10,000 Misc. $ 4,888 $ 22,448 Total Income $ 174,888 $ 197,448 $ 170,000 $ 175,000 $ 175,000 $ 175,000

Ann. Net Increase/(Decrease) $ 5,952 $ (73,461) $ (18,090) $ (13,090) $ (13,090) $ (18,090) Running Balance $ 165,321 $ 171,273 $ 97,813 $ 79,723 $ 66,633 $ 53,543 $ 35,453