MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (Memorandum) is effective as of

___ day of _____________, 2017, between Rivers Edge Partners, LLC, a Michigan limited
liability company (REP) and the City of Kalamazoo, a Michigan municipal corporation (the
City). REP and the City may also be referred to separately as a Party or collectively the
Parties.

A. As of the above date, REP is the owner or contract purchaser of approximately 8

acres of land located in the City of Kalamazoo, Michigan (the REP Parcels), depicted on the
site plan attached as Exhibit A (the Site Plan). REP has begun its development of the REP
Parcels, one of which is located at 600 E. Michigan Avenue for the Foundry Project. In
conjunction with the Foundry Project, the Michigan Department of Transportation will install a
new traffic signal at the intersection of E. Michigan Avenue and Harrison Street.

B. To assist in the further development of the remaining REP Parcels, REP plans to
construct and install a road on and through portions of the REP Parcels (the Roadway),
together with a retention pond serving the Roadway and possibly adjacent areas (the Retention
Pond) and certain other improvements and associated appurtenances (collectively, the
Project). The Roadway will be located on the south side of E. Michigan Avenue directly
across from Harrison Street.

C. The City believes that the development of the REP Parcels and surrounding area
will enhance property values and result in a demonstrable economic benefits for the City. In light
of the Citys desire for continued development and rehabilitation of the surrounding area, the
Parties agreed that the Roadway should meet the City standards for a public street. Accordingly,
the City agrees to reimburse REP for the Project Costs (as defined below).

D. In consideration of the Citys reimbursement of the Project Costs, and subject to

certain conditions set forth below, REP agrees to dedicate the Roadway, Retention Pond and
related improvements located within the proposed right of way, as depicted on Exhibit B (the
Proposed ROW), to the City for public use or as a public right-of-way.

E. The purpose of this Memorandum is to memorialize the understanding between

the Parties as it relates to the Project, the reimbursement of Project Costs, and the dedication of
the Proposed ROW.

NOW, THEREFORE, the Parties agree as follows:

1. Recitals. The above recitals are acknowledged as true and correct, and are
incorporated by reference into this paragraph.

2. Construction of Roadway. REP will undertake the design, construction and

installation of the Roadway and related improvements, which includes asphalt paving, cul-de-
sac, landscaping, storm water facilities and the Retention Pond (collectively, the Project

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Improvements) in the approximate locations as depicted on the Site Plan. REP shall at its
expense provide the City with 2 boundary surveys, one for the Roadway and one for the
Retention Pond. REP agrees to perform such work in accordance with the Citys relevant
construction standards and specifications for those Project Improvements; and under applicable
Federal, State or local laws, ordinances or regulations. Appropriate City employees will be
actively engaged with REP and its consultants during all phases of the Project Improvements.

3. Reimbursement. Upon completion of the Project Improvements and the

acceptance of the Project Improvements dedication by the City, the City agrees to reimburse
REP for REPs actual hard and soft costs and expenses related to the design, planning,
entitlement and construction of the Project Improvements, which shall include without limitation
costs for REPs professional advisors and consultants and the amounts shown on the proposed
bid analysis summary attached hereto as Exhibit C (the Project Costs). The Parties agree that
the Project Costs are intended to reflect the added costs REP will incur so that the Roadway is
constructed to meet the requisite standards for a 66 foot wide city public street right-of-way and
in satisfying the other obligations of REP as set forth in this Memorandum.

a. The City has included in its 2017 City Budget, as amended, the funds
necessary to reimburse REP the Project Costs; those funds to be held in escrow by a title
company agreeable to the Parties under a separate escrow agreement the Parties will sign
within 20 days following the Parties execution of this Memorandum.

b. The Parties acknowledge that unforeseen costs and conditions may arise
during the construction of the Project Improvements that may result in costs beyond those
outlined in Exhibit C. The City will reimburse REP for those added costs to the extent
that the total Project Costs do not exceed $ 425,000.

4. Dedication of Proposed ROW. In exchange for the Citys reimbursement of the

Project Costs, REP agrees to dedicate the Project Improvements located within the Proposed
ROW to the City for public use or as a public right-of-way, subject to the following:

a. The dedication of the Project Improvements is accepted by the City by

necessary actions approved or adopted by the City Commission.

b. The City acknowledges that (i) the Project Improvements as depicted on

the Site Plan extend on and through parcels not yet owned by REP, (ii) REP owns, has
under contract, or intends to purchase all of the property underlying the Project
Improvements, but may not own all such underlying lands prior to the completion of the
Project Improvements, and (iii) REP may only dedicate the Project Improvements located
within the portion of the Proposed ROW owned by REP.

c. Upon the dedication of the Retention Pond to the City, the City will grant
an easement to REP for drainage, to the extent drainage is required from REPs
development of land adjacent to the Retention Pond.

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 d. Considering a portion of the REP Parcels were within the original plat for
the Town (now City) of Kalamazoo, the Parties agree to cooperate in good faith to
complete any land division or boundary line adjustment as may be required under MCL
560.263.

e. If REP shall desire to extend the Roadway to connect to Pitcher Street to

the west in the future, the City and REP shall enter into an agreement for the
construction, dedication and reimbursement of Project Costs for such extension of the
Roadway.

5. Street Lighting. The Parties acknowledge and agree that REP shall not be
responsible for the construction or installation of any street lighting and related utility lines and
systems within the Proposed ROW. The City will contract directly with Consumers for the
construction and installation of such street lighting and utility lines and systems.

6. Parking. As part of the Foundry Project, the City will allow REP to utilize the
western portion of the Proposed ROW for parallel parking for the occupants, tenants and
customers of the businesses located in the Foundry Project in satisfaction of the parking space
requirements under the Citys Zoning Code. Therefore, those spaces will not have parking
meters, but the City may impose limits on length of time a vehicle may park in one of those
spaces. The parking of motor vehicles under this paragraph remains subject to the No Parking
requirement between 2:00 a.m. and 6:00 a.m. on any public street under 36-170 of the
Kalamazoo Code of Ordinances.

This Memorandum is solely adopted as a summary of the actions, understandings and

future conduct of the Parties. REP and the City have each evidenced their agreement to the terms
of this Memorandum by their signatures below as authorized by REPs organizational or
management documents and by the City Commission.

REP The City

RIVERS EDGE PARTNERS, LLC, CITY OF KALAMAZOO,

a Michigan limited liability company a Michigan municipal corporation

By: __________________________ By: __________________________

Name: ________________________ Name: James K. Ritsema
Its: ___________________________ Title: City Manager

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 EXHIBIT A

Site Plan

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 EXHIBIT B

Proposed Right of Way

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 EXHIBIT C

Proposed Budget

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