AGENDA

GRAND TRAVERSE ECONOMIC DEVELOPMENT CORPORATION Thursday June 10, 2021 at 8:00 am

General Meeting Policies: Please turn off all cell phones or switch them to silent mode. Any person may make a video, audio or other record of this meeting. Standing equipment, cords,

or portable microphones must be located so as not to block audience view.

As permitted pursuant to MCL 15.263a and the current public health concerns posed by gatherings of people, the Grand Traverse Economic Development Corporation meetings will be held remotely until further notice. Remote participation is encouraged. The meeting will be made available to the public through the following means:

Dial: 1-408-418-9388 PIN: 132 902 8579

1. CALL TO ORDER:

2. PLEDGE OF ALLEGIANCE

3. PUBLIC COMMENT/INPUT

Any person shall be permitted to address a meeting of the Economic Development Corporation,which is required to be open to the public under the provisions of the Michigan Open Meetings Act, asamended. (MCLA 15.261, et. seq.) Public comment shall be carried out in accordance with thefollowing County Board Rules and Procedures:

• Any person wishing to address the Corporation Board shall state his or her name andaddress.

• Persons may address the Corporation Board on matters, which are relevant to countygovernment issues.

• No person shall be allowed to speak more than once on the same matter, excluding timeneeded to answer Corporation Board questions. The Chairperson shall control the amount oftime each person shall be allowed to speak, which shall not exceed three (3) minutes; exceptas follows:

› Chairperson may at his or her discretion, extend the amount of time anyperson is allowed to speak.

› Whenever a group wishes to address the Authority, the Chairperson mayrequire that the group designate a spokesperson; the Chairperson shallcontrol the amount of time the spokesperson shall be allowed to speak,which shall not exceed fifteen (15) minutes.

4. APPROVAL OF AGENDA

5. ORDER OF BUSINESS:a. Approval of minutes from May 13, 2021 (Regular Session) ...……………………………… (3-32)

6. REPORTS/ACTION ITEMS:a. EDC Tax Exempt Bond Requestion Application Review ……………………………………. (33-53)

b. Budget Update, Chris Forsyth …………………………………………………………………..

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c. Traverse Connect Partnership Service Request ……………………………………………. (54)

7. OTHER BUSINESS:

8. OLD BUSINESS:

9. SECOND PUBLIC COMMENT (Refer to Rules under Public Comment/Input above.)

10. NOTICES

11. CLOSED SESSION: (IF NEEDED)

12. ADJOURNMENT

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GRAND TRAVERSE COUNTY ECONOMIC DEVELOPMENT CORPORATION

May 13, 2021 Meeting Minutes

CALL TO ORDER: Chair Sullivan called the meeting to order at 8:00 AM. Chair Sullivan led the pledge of allegiance.

MEMBERS PRESENT: Jessica Sullivan, Keef Morgan, Nate Alger, Dennis Arouca, Marty Colburn, Kevin Endres, Tom Kern, Kevin Klein joined at 8:11am

MEMBERS ABSENT: Christie Minervini, Betsy Coffia,

Others present: Lisa Emery, Chris Forsyth, Dave Mengibier, Dan Leonard, Anne Jamieson,

PUBLIC COMMENT: None.

APPROVAL OF AGENDA AND MINUTES:

MOVED by Arouca, seconded by Howe, to approve May 13, 2021 agenda and minutes for April 8, 2021 with correction by Dennis Arouca to the April, 8, 2021.

YAYS Alger, Howe, Colburn, Kern, Morgan, Sullivan, Klein, Arouca AYS ABSENT

REPORTS/ACTION ITEMS: a. Community Development Coalition, Dave Mengibier, President and CEO of Grand Traverse

Community Foundation

Dave Mengibier provided a background on the Community Development Coalition of Northwest Michigan and highlighted 5 of their economic development related objectives. • increase the average wage compared to the MI average• increase the number of working families• increase the percentage of the population with a professional certification or post secondary

degree• create more IT, STEM, tech and professional jobs• maintain our region’s top 5 position among mid-sized cities nationally in the vibrancy of its arts

and culture Community.

To learn more visit: nwmicommunitydevelopment.org

Board members discussed other areas of concern in our community. - Marty Colburn– youth mental health, reporting of child abuse has increased over 10%, the pandemic

has created a lot of issue for our young people.- Dennis Arouca – wages are 20% less in our region than the rest of the state, housing and

transportation costs are issue. There is a bad combination of affording a house about 30 miles fromwork and then adding the cost of travel to work.

- Tom Kern – provided an example of a rural community that does a good job with housing, SteamboatSprings, Colorado. Jason Peasley, is the Housing Authority Director out there. Innovative housingsolutions.

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b. Michigan Economic Development Corporation (MEDC) Presentation, Daniel Leonard, MEDCCommunity Assistance Specialist

Dan Leonard MEDC, overview of the presentation, presentation attached to the minutes.

c. America Rescue Plan Discussion –

Chairperson Sullivan directed to carry the American Rescue Plan Discussion as well as the memo from Warren Call, Traverse Connect to the June meeting

OTHER BUSINESS:

OLD BUSINESS:

SECOND PUBLIC COMMENT (Refer to Rules under Public Comment/Input above)

NOTICES:

CLOSED SESSION: (IF NEEDED)

ADJOURNMENT: Meeting adjourned at 9:03 am

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CD OVERVIEW & POST COVID-19 PRIORITIESMAY 13, 2021

COMMUNITY DEVELOPMENTMichigan Economic Development Corporation

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GUIDING PRINCIPLES STRATEGIC FOCUS AREAS

MISSIONAchieve long-term economic prosperity for Michiganders by investing in communities, enabling the growth of good jobs and promoting Michigan’s strong image worldwide

VISIONMake Michigan’s economy the nation’s fastest growing, most equitable and most resilient by:

Achieving ‘Top 10’ status for: Job growth in targeted

sectors Equitable job growth Real median household

income growth

Attaining the largest net gain of talent in the Midwest.

MEDC IS COMMITTED TO ENABLING LONG-TERMECONOMIC OPPORTUNITY FOR ALL MICHIGANDERS

Regional impactEmpower and support every region –from rural areas to urban cores – in improving economic outcomes.

Sustainable, long term growthCatalyze long-term job growth. Ensure resilience of Michigan’s economy against downturns and automation potential.

Equitable, high-wage growthDrive equitable pathways toward high-wage growth by enabling industries, communities and businesses that provide opportunities for all.

Customer focusEnsure a customer (businesses, communities, entrepreneurs) and partner orientation in all we do.

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REDEVELOPMENT READY COMMUNITIES®

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REDEVELOPMENT SERVICES

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Baseline Community Visits

Predevelopment Assistance

Priority Site Identification &

Promotion

Design/Build Package

Developer Matchmaking

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Michigan Main Street Program Levels

Start:Engaged1-3 years

Progress: Select 5 years

Maintain:Master

At least 2 years

Learn:Training Series

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Comprehensive Impact of Main Street

Sense of Vibrancy

ECONOMIC VITALITY DESIGN

Sense of Place

PROMOTION

Sense of Community

ORGANIZATION

Sense of Ownership15

SMALL BUSINESS SERVICES

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• Business Retention Tools• B Corp education & training

Technical Assistance

• Match on Main• Community Capital

Access to Capital

• MI-SBDC• National Main Street Center• Local resource providers

Partnership / Referrals

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HISTORIC PRESERVATION

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Designation

• Local Historic District (PA 169)Enables communities to establish localhistoric district ordinances to protecthistoric properties and incorporatepreservation into community planning

• National Register of Historic PlacesProvides a tool that allows communitiesto recognize and honor importantplaces and enables certain propertiesto access preservation incentives

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Tax Credits

• 20% Federal Rehabilitation Tax Credit• Receive roughly 35 new applications

per year• Approve approximately 25 Part 3

application per year• Representing an annual average of

$138M in direct investment

• 25% State Rehabilitation Tax Credit• Not yet actively accepting projects

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Certified Local Government (CLG) Program

• Federal-State-Local Partnership• Any local unit of government—county, city,

township, or village—willing to meet program requirements

• CLGs support and integrate preservation into master planning and community development processes

• CLGs are recognized as active partners in the national historic preservation program and gain special access to technical assistance, grant funding, and other benefits

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AlleganAnn ArborBattle CreekBay CityBirminghamBoyne CityCalumetCanton TwpCharlevoixDetroitEast LansingEscanabaFarmington HillsFranklinGrand RapidsHolland

JacksonKalamazooLansingManisteeMasonMenomineeMonroeMount ClemensNilesNorthvilleNorthville TwpOwossoRochester HillsSalineWashtenaw CoYpsilanti

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MEDC COMMUNITY DEVELOPMENT FUNDING

PRIORITIES

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COMMUNITY DEVELOPMENT GOALSLocal & Regional Impact• Project supports the vision and goals stated in the local master plan, downtown plan, capital improvements plan

and/or economic development strategy.• Community financially supports the project as demonstration that the project is a priority.

• Project strengthens connections to local/regional workforce and career opportunities to the community,region and/or state’s overall workforce and opportunities particularly in support of the growth anddevelopment of the MEDC’s strategic focus industries.

• Located in a Geographically Disadvantaged Area• Project is coordinated with or supports other state investments in the community.• Readiness of infrastructure – utilities, housing, transportation, public transit and other community

services. Is project filling available capacity or creating need for new community or state investments ininfrastructure/resources?

• Emerging developers who seek to generate community development projects that serve as a catalyst forcommunity impact, specifically in geographically disadvantaged areas.

• The community has a documented public participation strategy for engaging a diverse set of communitystakeholders.

COMMUNITY DEVELOPMENT GOALS

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COMMUNITY DEVELOPMENT GOALS

Place Considerations• Evaluated in concert with the basic tenets of urban design; has mass, density, building type(s), and scale

appropriate to the neighborhood context and positively contributes to the pedestrian experience.• Contributes to a traditionally dense mixed-use area and contains multi-story elements.

• Promotes mixed-income neighborhoods.

• Incorporate integrated and sustainable approaches to manage the quantity and the quality of stormwater forinfrastructure improvements.

• Universal design (designed to be accessed, understood and used to the greatest extent possible by allpeople).

• Redevelopment meets a third-party certification for green buildings (Leadership in Energy and EnvironmentalDesign [LEED], Energy Star, Living Building Challenge, Net Zero Energy Building, Green Globes, etc.)

• Availability of public transportation or other transportation programs to improve job access, orproximity/accessibility for workforce.

• Addresses improvement to non-motorized transportation.

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DRAFT COMMUNITY DEVELOPMENT GOALSEconomic & Financial Considerations

- Senior Financing: maximize all available senior financing with preference through a federally insured and regulated senior lender.

- Debt Service Coverage Ratio: ensure that the projected cash flow after MCRP incentive is applied is adequate to service debt.

- Financial need for the incentive(s) is demonstrated.

- All other potential funding resources have been explored and maximized.

- Demonstrated financial commitment towards the project by developer/owner equity contribution (generally 10–20% of total development cost) and deferred developer fees. Flexibility on these contributions will be given to emerging developers.

- Developer and non-third-party fees (including management, guarantee, and project coordination fees, etc.) should be deferred through available cash flow as a general rule.

COMMUNITY DEVELOPMENT GOALS

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FUNDING PROGRAMS

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DRAFT COMMUNITY DEVELOPMENT GOALS

• Eligible Project: property or building that is contaminated, functionally obsolete, blighted, historic resource

• Adjacent and contiguous properties• MEDC administers non-environmental activities• EGLE administers environmental activities• Industrial, commercial, residential, etc.• Eligible Non-Environmental Activities:

• Brownfield & Act 381 Work Plan preparation• Interest (case-by-case basis)• Demolition• Lead & asbestos study, abatement• Site preparation & infrastructure (CORE

communities only)

BROWNFIELD TAX INCREMENT FINANCING

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DRAFT COMMUNITY DEVELOPMENT GOALS

State Gap Financing for Private Redevelopment Projects

• Competitive. Need-based. Performance-based.

• Annual appropriation from Legislature• Grants, direct loans, loan participation, equity

investments• Grants up to $1.5M per statute (limited to

$750k per parameters). $10M into any singleproject.

Property Eligibility: contaminated, blighted, functionally obsolete, historic resource

Eligible Investment: demolition/site improvements, rehabilitation, new construction, architectural/engineering, M&E, Furniture/fixtures

COMMUNITY REVITALIZATION PROGRAM (CRP)

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DRAFT COMMUNITY DEVELOPMENT GOALS

• US Department of Housing and Urban Development (HUD) allocates CDBG funding to the State, funds flow from MEDC to local municipality

• Eligible Projects must meet at National Objective and must have an Eligible Activity

• National Objectives: • Benefit persons of Low to Moderate Income: Job creation, Area benefit, Housing• Prevention or Elimination of Slum or Blight: Spot, Area wide, Historic preservation• Urgent Need

• Specific requirements related to prevailing wages, bidding, contracting • Work closely with your CATeam and CDBG program specialist to ensure compliance

• Currently funded incentives: rental rehab, water related infrastructure (WRI)

COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG)

REACH OUT TO YOUR COMMUNITY ASSISTANCE TEAM SPECIALIST AS EARLY AS POSSIBLE!30

DRAFT COMMUNITY DEVELOPMENT GOALSPublic Spaces Community Places (PSCP)

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Memorandum Grand Traverse County County Administration 400 Boardman Avenue

Traverse City, Michigan 49684 (231) 922-4780

TO: Grand Traverse Economic Development Corporation (EDC) Board of Directors

FROM: Christopher J. Forsyth, Deputy County Administrator

DATE: June 7, 2021

SUBJECT: Proposed Issuance of Revenue Bonds; Oakleaf Village of Traverse City LLC (Oakleaf LLC)

Included with this memo, please find Oakleaf LLC’s completed application for the issuance of revenue bonds and a resolution of inducement. Wallick Communities owns Oakleaf LLC, and it is an Ohio company that specializes in developing affordable housing and senior housing projects. As explained in the application, which includes a project description and site plan, Wallick Communities is planning to build a senior living campus on Long Lake Road in Garfield Township. Oakleaf LLC is requesting the issuance of bonds in an estimated amount not to exceed $60,000,000. This project qualified for bonds as it is considered a “qualified residential rental project” as defined in the Internal Revenue Code. Bond Counsel, Roger Swets, will be present at the meeting and will explain the application and the resolution of inducement, which is the first step the EDC Board must take in issuing bonds. Representatives with Oakleaf LLC will also be present to provide a further explanation of their project and the need for revenue bond financing.

Please let me know if you have any questions concerning the above.

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ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF GRAND TRAVERSE

APPLICATION INFORMATION

The Economic Development Corporation of the County of Grand Traverse 400 Boardman Avenue Suite #305 Traverse City, MI 49684 231-922-4780

This application and the attached documents constitute a request to the Economic Development Corporation for project approval and assistance in financing the project with the issuance of revenue bonds. All material submitted will be available to the public upon request. An application must be submitted in a timely manner in order to be considered by the Board.

Date: June 3, 2021

Name of Applicant: Oakleaf Village of Traverse City, LLC

Address of Applicant: c/o Wallick Communities, 160 West Main Street, Suite 200, New Albany, OH 43054

Contact Person: Michael DiCarlantonio

Telephone: 614-552-5604 Fax: 614-322-8804 Email: mdicarlantonio@wallick.com

Project Information

1. Provide a description of the Applicant, its ownership structure and the business tobe carried on at the Project site. For a 501(c)(3) corporation Applicant, please provide acopy of your IRS 501(c)(3) determination letter.

The Applicant is a newly-formed, single-purpose limited liability company that is owned 100% by JHT Wallick Holdings, LLC, an operating arm of Wallick Communities. The Organizational chart of the Applicant is attached.

The Applicant proposes to develop the property with as a senior living campus consisting of a 200,000 square foot, two-story licensed Adult Care Facility that will provide housing and services through Independent Living, Assisted Living

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and Memory Care and 20 Independent Living Cottages, including amenities. See the attached Project Narrative for the full description.

2. Please provide below or on a separate sheet a description of the project to befinanced with the Bonds (the "Project") and indicate who will be the owner, the operatorand any tenants, if applicable. If Project includes refinancing of existing indebtedness,please describe original use of existing indebtedness and current outstanding amounts.(Note for a 501(c)(3) corporation Applicant: the use of the Project must be in furtheranceof the Applicant's 501(c)(3) tax-exempt purposes. If there are any tenants, please provideinformation on whether tenants are also 501(c)(3) organizations and whether lease totenants is in furtherance of Applicant's exempt purposes.)

See the attached Project Narrative for the full description.

3. The Project is to be located at the following address:

5143 North Long Lake RoadTraverse City, MI 49685

Please attach a legal description of the Project site.

See the attached Legal Description.

4. What is the existing zoning? Is it satisfactory for intended use or will a change inzoning be required for the project? Has site plan approval been granted by the localmunicipal planning commission?

The PUD received Final Approval from the Garfield Township Board of Trustees in December 2020 and the Report and Decision Order was recorded in January 2021. The Land Use permit is the final remaining item which is anticipated to be issued in July 2021. Site plan approval has been granted by the Garfield Township Planning Commission.

5. Will any existing improvements be altered or removed?

No.

6. Describe any desired changes in streets, street levels, intersections, and utilitiesnecessary for the Project.

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Restriping of North Long Lake Road will be required to include a decel lane for east bound traffic turning into the community and a left turning lane for west bound traffic turning into the community. Water, Sewer, Gas, Electric and Telecomm are available at the site from North Long Lake Road.

7. If Project involves new construction, has construction of the project begun or hasa construction contract been executed? If Project involves the acquisition of an existingfacility, please describe when acquisition is scheduled to occur and any plans for furtherrenovation of the facility.

New construction, construction has not begun, and construction contracts have not yet been executed.

8. What are the estimated beginning and completion dates of construction oracquisition of facility? Explain any relevant time constraints.

Construction – September 2021 – January 2024.

9. Please provide a site plan/survey for the Project showing existing improvements,if available. If project includes new construction, please show where new facilities willbe located.

See the attached Site Plan.

10. On a separate sheet or below please describe the estimated sources of all fundsfrom every source, including the proceeds of the Bonds and any equity contribution, andthe expected uses of funds to pay the costs of the Project.

See the attached Sources and Uses.

11. Who will manage the project after completion/acquisition?

Wallick Senior Housing, LLC, a wholly owned affiliate of the Applicant.

12. How many and what type of new jobs will be created by the project? Will thisproject involve the transfer of employment from any other Michigan municipality? If so,please indicate number of jobs to be transferred and name of existing municipality.

General and Administrative – 7 Food Service – 13 Nursing and Care – 39

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Repair and Maintenance – 5 Activities Department – 4

All positions will be newly created positions and will not involve the transfer of employment from any other Michigan municipality or other facilities.

13. Please submit a list of Officers and Board of Directors of the Applicant.

Attached is the list of Officer and Directors of the Applicant.

14. Please identify plan of financing for the Bonds (if determined):

The Plan of Finance is for the Bonds to be purchased by America First Multifamily Investors, L.P. (“ATAX”), whose general partner is an affiliate of Greystone Servicing Company LLC (“Greystone”). ATAX is a publicly traded limited partnership which was created in 1986 and whose financials are available at www.ataxfund.com. The bond purchase will finance both the construction and permanent phase. It is anticipated that the Bonds will carry a fixed rate of interest during both phases.

a. Underwriter/Bond Purchaser: America First Multifamily Investors, LP.If available, please provide working group list of other participants in the financing.

b. Developer: Wallick Communitiesc. Developer Counsel: Dinsmore & Shohl LLPd. Bond Purchaser Counsel: Kutak Rock LLPe. Bond Counsel: Dickenson Wright PLLCf. Bond Trustee: TBDg. PACE Lender: Pace Equity LLC

Fees

Upon filing of this application with the Economic Development Corporation (EDC) of the County of Grand Traverse, the Applicant agrees to pay the following application and processing fees:

A non-refundable fee shall be due and payable in the sum of $1000.00 at the time of filing the application. The Applicant also agrees to be responsible for any unusual or unanticipated costs involved in financing the project through the EDC. The Applicant will be responsible for all publication expenses, recording fees, title insurance, appraisals and like expenses of the EDC. The Applicant will be responsible for EDC bond counsel legal fees associated with closing the loan. A fee of 1/4% of the face amount of the bond will be due at closing.

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Limitation of Liability

The EDC reserves the right to suspend, discontinue, or abandon the processing of the Company's application for financing assistance at any time, in its sole discretion, consistent with the purposes and policies of the EDC as promulgated and interpreted by its members and Board of Directors.

The Applicant agrees that the EDC, its members, Board of Directors, any committee of the Board of Directors of membership, and all employees of the EDC or the County of Grand Traverse acting on behalf of the EDC, shall not be responsible or liable under any circumstances or for any reason for, and the Applicant will indemnify and hold them harmless from and against, any and all losses, claims, damages or liabilities (including indebtedness incurred in connection with the Project contemplated hereby or otherwise) 1) suffered or incurred by the Applicant as a result or by reason of the suspension,discontinuance, or abandonment by the EDC of its processing of this application forassistance, or 2) suffered or incurred by any person as a result of or in connection withthe Project. This provision of the application, or any expressed or implied provisiondealing with the Applicant's indemnity of the County and the EDC must not be construedas a waiver of any governmental immunity of the County or the EDC, its agencies, oremployees, as provided by statute or modified by court decisions.

OAKLEAF VILLAGE OF TRAVERSE CITY, LLC, an Ohio limited liability company

By: JHT Wallick Holdings, LLC, an Ohio limited liability company, its managing member

By: Michael DiCarlantonio, Vice President

Date: June _3_, 2021

4842-4749-0015 v1 [58016-1]

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ORGANIZATIONAL CHART – OWNERSHIP INTEREST

Members:

Howard N. Wallick 33.33% Julie H. Wallick 33.33%

Thomas A. Feusse 33.33%

OPERATING ENTITY Oakleaf Village of Traverse City, LLC

an Ohio limited liability company (formed January 13, 2021 with the OH Secretary of State Registration No. 4598337)

Federal Tax Identification No. 86-1563252 Registered Agent for Service of Process: Registered Agent Solutions, Inc. (January 13, 2021)

Member 100%

JHT Wallick Holdings, LLC an Ohio limited liability company

1. Organization Chart

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Project: Oakleaf Village of Garfield Township

Applicant/Owner: Oakleaf Village of Traverse City, LLC

Operator: Wallick Senior Housing, LLC

Project Description:

In Traverse City and surrounding areas there are more than 34,000 individuals aged 65 and older. As these individuals age their need for quality senior living environments will increase. The demand for senior housing in Traverse City and surrounding areas is significantly outpacing supply. According to a market study performed in March 2021, there is demand for 743 Independent Living units, 451 Assisted Living units, and 103 Memory Care units. This demand is in addition to the existing supply in the market.

Based on Wallick Communities’ 35+ years of experience in operating senior living communities, we know our typical residents are 65-80 years old for Independent Living and 80 and older for Assisted Living and Memory Care. Recognizing Independent Living is a choice for our residents, our design, programming and services are tailored to provide freedom, independence and an option to age-in-place and receive personal care assistance when needed. Many residents transition to Assisted Living and Memory Care, however, others come after they have either lost a loved one or have become too frail to remain at home. They seek a living arrangement that provides high-quality services at a financially attainable price.

Our commitment and dedication to caring for seniors involves more than just a building. We take a holistic approach to senior living, incorporating building design, services and activities, resident comfort and cost considerations. Through this multifaceted approach our communities become a home that can not only sustain – but also improve – that quality of life for our residents and provide peace of mind for their loved ones.

Wallick Communities proposes to develop the property containing approximately 31 acres located at 5143 North Long Road between Zimmerman Road and Herkner Road in Traverse City, MI (Garfield Township Jurisdiction) as a Senior Living campus featuring Independent Living, Assisted Living, and Memory Care and will provide services to the aging population of Garfield Township and surrounding areas. The Project will consist of a 200,000 square foot, two-story licensed Adult Care Facility that will provide housing and services through Independent Living, Assisted Living and Memory Care (“Congregate Building”), 20 Independent Living Cottages (“Cottages”), maintenance building, and several outdoor patios, seating areas, and amenity spaces.

The licensed Congregate Building will consist of 50 Independent Living Apartments, 60 Assisted Living Apartments, and 44 Memory Care Apartments. Underground parking, dining rooms, bistros, fitness centers, beauty salon, health exam rooms, activity rooms, multipurpose rooms, and living rooms for residents and guests to enjoy will be in the Congregate Building.

2. Project Narrative

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The 20 Cottages will be stand-alone homes situated in pocket neighborhoods, creating a park-like setting in each neighborhood. The Cottages will be approximately 1,600 square-feet and will feature three floor plan options designed for the more active and independent senior.

As indicated in the 2018 Charter Township of Garfield Master Plan, accessible housing for seniors will become increasingly important as the region grows and ages. According to the Master Plan, “the proportion of aged residents is projected to continue to climb to a County-wide average of 36% of households in 2040 being 65 years or older.” 1

Additionally, 2018 Master Plan also recognizes the need for handicap accessible housing in Grand Traverse County. An analysis of the rental inventory in the County indicates that only 440 of the 7,839 rentals are designated senior, accessible or disabled housing. 2

The proposed development is in accordance with the policies and meets the following objectives of the Charter Township of Garfield Master Plan:

• Housing. The Project provides a wider variety of housing types and styles with an undergroundparking garage to better accommodate the growing aging population of Grand Traverse County.

• Accessibility. The Project is a Senior Living Campus with Independent Living, Assisted Living andMemory Care components. 100% of the Assisted Living apartments and Memory Careapartments are accessible.

• Housing Condition. Wallick Communities has been providing high-quality senior housing andcare for 35+ years and is experienced with local and state inspections. Wallick takes pride inproviding a safe, clean, sustainable, and healthy living environment to our residents.

• Location. The Property is located on a minor arterial road and will add minimal burden to publicinfrastructure and services.

• Utilities. Municipal sanitary sewer and water services are available at The Property and areadministered by the Grand Traverse County Department of Public Works. Natural Gas (DTE),Electric (Consumers), and Telecommunications (Charter) are also available at the site.

The Charter of Garfield Township 2020 Strategic Plan was adopted by the Board of Trustees in August 2019. The Project will help Garfield Township achieve several goals set forth in the Strategic Plan:

• Identity. The Project will support a rapidly growing population of senior citizens in GarfieldTownship and surrounding areas who are in need of housing options that provide high-qualitycare, services, activity, comfort, and safety; all of which conveys the character and values of thecommunity

• Economic Development. The Property, as it exists today, is a former farm field which has notbeen farmed in nearly two decades and is one of the few large former farm fields in GarfieldTownship that remains undeveloped. Given the surrounding uses, the proposed use of TheProject is ideal for Garfield Township since it puts minimal additional burden on publicinfrastructure and services, is developing approximately 31 acres of unused farmland, and iscreating 68 new jobs.

1 Garfield Township Master Plan 2018 2 Garfield Township Master Plan 2018

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• Public Safety. The Project will offer 24-hour healthcare and security to some of GarfieldTownship’s most vulnerable residents while also providing three daily meals and snacks,programming and activities to keep them healthy and active, and peace of mind to theirfamilies.

• Park and Trails. The Project features a series of walking paths to provide pedestrian connectivitybetween the Cottages, Congregate Building and outdoor amenities such as the pocketneighborhood parks, outdoor patio, gazebos, pickleball courts and water features. A multi-usepathway will connect North Long Lake Road and Zimmerman Road and surrounding subdivisionsto the west and south.

• Water Quality. Stormwater basins will be constructed which will maintain stormwater runoffon-site. The Project will not adversely impact any nearby streams, wetland or water bodies.

• Housing. The Project provides a wide variety of housing types and styles to better accommodatethe aging population as they progress through life. The Project offers housing options andamenities to attract the younger, more active and independent senior who is looking to down-size their home and take away some of the daily burdens of home ownership; such asmaintenance, lawncare, utilities, property taxes and meal preparation. It also provides peace ofmind to the Independent residents knowing care options are available on-site as they age-in-place. Assisted Living and Memory Care are need based and The Project is designed to providethe highest quality of life and care to the residents. 100% of the Assisted Living units andMemory Care units will be handicap accessible which will provide a much-needed accessiblehousing option in Grand Traverse County.

• Partnerships. The Project plans to partner with local companies and organizations to provideservices and activities to our residents; including but not limited to fitness classes, outdooractivities, health screenings, beer and wine tastings with local breweries and wineries, musicalevents, and planned monthly outings in and around Garfield Township. Beyond these, Wallickwill have a partnership with Garfield Township as long-term owners and operators of TheProject.

• Fiscal Responsibility. Wallick has been developing, constructing and managing Senior Livingcommunities for more than 35 years. As the long-term owner and operator of all our SeniorLiving communities, Wallick takes pride in delivering an efficient and high-quality product in allmarkets we serve.

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Order No. GLW2000188

EXHIBIT “A”

This page is only part of a 2016 ALTA Commitment for Title Insurance issued by Fidelity National Title Insurance Company. This Commitment is not valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I-Requirements; and Schedule B, Part II-Exceptions; and a counter-signature by the Company or its issuing agent that may be in electronic form.

Copyright 2006-2016 American Land Title Association. All rights reserved. The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association.

7 of 10

ALTA Commitment for Title Insurance (08/01/2016)

Land situated in the Township of Garfield, County of Grand Traverse and State of Michigan, described as follows:

The West 40 Acres of East One-Half of North Three-quarters of Northeast One-Quarter and North Three-Quarters

of South One-Quarter of Northeast One-Quarter, Section 18, Town 27 North, Range 11 West.

Except Part of the Southeast one-quarter of the Northeast one-quarter of Section 18, Town 27 North, Range 11 West

more fully described as: Commencing at the East quarter corner of said Section 18; Thence North 00 degrees 56

minutes 30 seconds East 509.91 feet, along the East line of said Section 18 to the Point of Beginning; Thence North

00 degrees 56 minutes 30 seconds East 150.0 feet, along said section line; Thence South 89 degrees 27 minutes 30

seconds West 323.4 feet (previously recorded as South 89 degrees 24 minutes West); Thence South 00 degrees 56

minutes 30 seconds West 150.0 feet (being parallel with the East line of said Section 18); Thence North 89 degrees

27 minutes 30 seconds East, 323.4 feet to the Point of Beginning.

Except the West one-half of the North 3/4 of the South 1/4 of the Northeast 1/4 of Section 18, Town 27 North Range

11 West. The West Line of the West 40 acres of the East 1/2 of the North 3/4 of the Northeast 1/4 shall continue in

a straight line South to the South line of the North 3/4 of the South 1/4 of the Northeast 1/4 of Section 18, Town 27

North Range 11 West.

Except Part of the Northeast one-quarter, Section 18, Town 27 North, Range 11 West, Garfield Township, Grand

Traverse County, Michigan, more fully described as: Commencing at the East quarter corner of said Section 18;

Thence North 0 degrees 56 minutes 30 seconds East, 165.36 feet, along the East line of said Section 18 to the Point

of Beginning; Thence South 89 degrees 25 minutes 40 seconds West, 323.40 feet, parallel with the East and West

quarter line of said Section 18; Thence North 0 degrees 56 minutes 30 seconds East, 150.00 feet, parallel with the

East line of said Section 18; Thence North 89 degrees 25 minutes 40 seconds East, 323.40 feet, parallel with said

East and West quarter line; Thence South 0 degrees 56 minutes 30 seconds West, 150.00 feet, along the East line

of said Section 18 to the Point of Beginning.

3. Legal Description

43

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PROJECT NO.:

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GRAWN, MI 49637

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9. Site and Overall Utility Plan

44

Oakleaf Village of Garfield TownshipTraverse City, MI

Equity  10,149,681 Projected First Mortgage 54,300,000 Projected Second Mortgage 19,147,563 Total Sources 83,597,244          

Acquisition Costs 2,309,906 Construction Costs (Congregate Care) 49,916,712 Construction Costs (Cottages) 6,860,800 Architect/Engineering 1,361,108 Building Permits/Fees 750,000 Title/Recording/Closing 125,000 Professional Services 404,720 Property Expenses 1,407,700 Investor Costs ‐ Construction Loan Costs ‐ Permanent Loan Costs ‐ Bonds Issuance Costs 5,721,753 HUD Mortgage Costs ‐ PACE Costs 3,147,563 Developer Fee 3,700,000 Operating Reserve 3,742,287 Debt Service Reserve 1,849,696 Organizational  50,000 Owner's Contingency 1,000,000 FF&E 1,250,000 Total Uses 83,597,244          

Estimated Sources

Estimated Uses

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10. Sources and Uses

45

JHT WALLICK HOLDINGS, LLC

RECORD OF ACTION OF THE MEMBERS IN WRITING WITHOUT MEETING

The undersigned, being the Members of JHT Wallick Holdings, LLC, take the following unanimous action in writing in lieu of a meeting as of May 17, 2021 pursuant to the authority of the Revised Code of Ohio and Section 8 of the Operating Agreement dated November 13, 2009.

RESOLVED THAT the following persons be, and they hereby are, elected to serve in the respective offices set opposite their names until the Members act in writing to elect a successor or until his or her earlier resignation or removal from the office or death, whichever date is earlier.

Chief Executive Officer/President Thomas A. Feusse Chief Operating Officer Amy R. Albery Chief Financial Officer/Treasurer *also a Sr. Vice President through 12/31/2021

Sarah Malone

Chief Administrative Officer J. Paul KoehlerPresident Howard N. WallickPresident Julie H. WallickSenior Vice President John P. LeonardSenior Vice President John BuchholzSenior Vice President Rita Bishop-AimarSenior Vice President Stephanie HessSecretary Justin MartinVice President Michael A. DiCarlantonioAssistant Secretary Heather E. Dal PonteAssistant Secretary Jean A. ClaytonAssistant Secretary Christine Staik

Thomas A. Feusse, Member

Howard N. Wallick, Member

Julie H. Wallick, Member

13. List of Officers of Applicant

46

THE ECONOMIC DEVELOPMENT CORPORATION OF THE COUNTY OF GRAND TRAVERSE

Grand Traverse County, Michigan

RESOLUTION TO PROCEED WITH A PROJECT UNDER THE ECONOMIC DEVELOPMENT CORPORATIONS ACT OF 1974; TO PREPARE THE NECESSARY DOCUMENTS; AND TO DESIGNATE THE PROJECT AREA FOR THE OAKLEAF VILLAGE OF TRAVERSE CITY, LLC PROJECT

At a meeting of the Board of Directors of the Economic Development Corporation of the

County of Grand Traverse, Grand Traverse County, Michigan, conducted electronically via

Webex due to COVID-19 health concerns and pursuant to the local state of emergency declared

by the City of Traverse City, on June 10, 2021, at 8:00 a.m. local time.

PRESENT: Directors

ABSENT: Directors

The following preamble and resolution were offered by Director ___________________

and supported by Director ___________________.

WHEREAS, the following terms will have the meanings as set forth herein:

“Act” means the Economic Development Corporations Act of 1974, being Act 338,

Public Acts of Michigan, 1974, as amended.

“Applicant” means Oakleaf Village of Traverse City, LLC, an Ohio limited liability

company (the “Oakleaf Village”).

“Bonds” means revenue bonds of the Issuer in the amount currently estimated not to

exceed $60,000,000.

“Governing Body” means the Board of Commissioners of the County of Grand Traverse.

“Governing Municipality” means the County of Grand Traverse.

47

“Issuer” means the Economic Development Corporation of the County of Grand

Traverse.

“Project” means the acquisition, construction, furnishing and development of a senior

living community on approximately 31 acres located at 5143 North Long Road, Garfield

Township, Grand Traverse County, which will include 50 independent living units, 60 assisted

living units, 44 memory care units, 20 independent living cottages and amenities including

underground parking, dining rooms, bistros, fitnesscenters, beauty salon, health exam rooms,

activity rooms, multipurpose rooms and other common living areas.

“Project Cost” means an estimated $83,597,244.

WHEREAS, there exists in the Governing Municipality and in the State of Michigan the

continuing need for programs to alleviate and prevent conditions of unemployment, to assist and

retain local enterprises, to strengthen and revitalize the economy in general, and to encourage the

location and expansion of enterprises to more conveniently provide needed services; and

WHEREAS, the Act constitutes a method for the encouragement and assistance in

locating, purchasing, constructing, renovating, reconstructing, modernizing, improving,

maintaining, repairing, furnishing, equipping, and expanding facilities in the Governing

Municipality; and

WHEREAS, the Governing Body has, by proper action, established and created the

Issuer to exercise the power and authority granted by the Act; and

WHEREAS, the Issuer is authorized by the Act to issue Bonds to finance the costs of the

Project; and

WHEREAS, the Applicant has assured the Issuer that all administrative, legal, financial,

or other costs incurred by the Issuer will be reimbursed by the Applicant.

48

NOW, THEREFORE, BE IT HEREBY RESOLVED that:

1. There is a public purpose and benefit in the Project; that the Project is adopted as

a “project” as defined in the Act; and that Bonds will be issued pursuant to and under the

provisions of the Act for the Project in an amount currently estimated not to exceed $60,000,000.

2. In anticipation of the issuance of the Bonds by the Issuer to finance the Project

and in order that the Project will not be unduly delayed when finally approved, the Applicant

may, in its sole discretion and at its own risk, make such expenditures and advances toward

payment of the costs of the Project as it considers necessary, subject to reimbursement from the

proceeds of the Bonds when and if issued by the Issuer, pursuant to Section 1.150-2 of the

Treasury Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended

(the “Code”), but otherwise without liability on the part of the Issuer.

3. Prior to the issuance of the Bonds all necessary agreements, contracts, and other

documents shall be prepared with such provisions as are approved by the Issuer and that the

Issuer, by adoption of this resolution, assumes no liability to the Applicant for any loss or

damage that may result to the Applicant from the adoption hereof or from the Project.

4. The Bonds of the Issuer, when issued to finance the Project of the Applicant, shall

not constitute a charge, lien, or encumbrance, legal or equitable, upon any property within the

jurisdictional limits of the Issuer except perhaps the Project; and each Bond, when issued, shall

clearly recite in substance that, including interest thereon, it is payable solely from moneys

received from the Project or from other money received from the Applicant, and the property that

constitutes the Project may be secured for the payment thereof.

5. The resolutions, proceedings, and agreements relating to the Applicant's Project

shall contain such provisions and details as shall assure that under no circumstances will the

49

Issuer, the Governing Municipality, the State of Michigan, or any of its taxpayers or citizens ever

be required to pay any of the principal of or interest on the Bonds or any costs relating to the

issuance thereof from any tax revenues.

6. Two additional directors shall be appointed in accordance with the Act.

7. In accordance with the Act, the Issuer hereby designates a Project Area as

described on Exhibit A attached hereto.

8. The territory surrounding said designated Project Area will not be significantly

affected by the Project and, therefore, the Issuer hereby recommends that the Project District

Area have the same description as, and boundaries coterminous with, the Project Area.

9. Pursuant to the Act, the Issuer recommends that a Project Citizens District

Council not be formed for the following reasons:

(a) the Planned Unit Development (PUD) received final approval from the

Garfield Township Board of Trustees in December 2020 and the Report and Decision Order was

recorded in January 2021; and

(b) no taking of private property was required to implement the Project.

10. A copy of this resolution shall be delivered to the Governing Body.

11. Dickinson Wright PLLC is hereby designated and retained by the Issuer as bond

counsel (“Bond Counsel”) for the Project with respect to the Bonds and is hereby authorized and

directed to prepare all proceedings, agreements, and other documents as shall be necessary in

connection with the issuance of the Bonds, to make application on behalf of the Issuer to the

United States Internal Revenue Service and other governmental agencies for such income tax

and other rulings and approvals as may be necessary for the issuance of the Bonds, any officer of

the Issuer is hereby authorized to execute such powers of attorney and other documents as may

50

be appropriate in connection with any such application. The legal fees of Bond Counsel shall be

paid from the proceeds of the sale of the Bonds or by the Applicant, but in no event by the Issuer.

12. Staff of the Issuer or the Governing Municipality are hereby authorized and

directed to submit requests on behalf of the Issuer to the Michigan State Housing Development

Authority and the Michigan Department of Treasury for private activity bond volume cap

allocation to be allocated to the Project so that the Bonds may be issued as tax exempt “exempt

facility” bonds for a “qualified residential rental project” as those terms are defined in the Code.

13. A copy of this resolution shall be available for public inspection at the Grand

Traverse County Planning and Development Department, 400 Boardman Avenue, Traverse City,

Michigan 49684.

14. All resolutions and parts of resolutions insofar as they conflict with the provisions

of this resolution be, and they are hereby, rescinded.

YEAS: Directors

NAYS: Directors

ABSTAIN: Directors

ABSENT: Directors

RESOLUTION DECLARED ADOPTED.

Dated: June 10, 2021 ___________________________, Secretary

51

CERTIFICATION

The undersigned, the duly qualified and acting Secretary of the Economic Development

Corporation of the County of Grand Traverse (the “Issuer”), Grand Traverse County, Michigan, does hereby certify that the foregoing is a true and complete copy of a resolution adopted by the Board of Directors of the Issuer at a meeting held on June 10, 2021, the original of which is on file in my office. Public notice of said meeting was given pursuant to and in compliance with Act 267 of the Public Acts of Michigan of 1976, as amended.

IN WITNESS WHEREOF, I have hereunto affixed my official signature ___________, 2021.

___________________________, Secretary

52

GRAPIDS 99998-1789 312933v1

EXHIBIT A

Legal Description of Project Area

Land situated in the Township of Garfield, County of Grand Traverse and State of Michigan, described as follows:

The West 40 Acres of East One-Half of North Three-quarters of Northeast One-Quarter and North Three-Quarters of South One-Quarter of Northeast One-Quarter, Section 18, Town 27 North, Range 11 West.

Except Part of the Southeast one-quarter of the Northeast one-quarter of Section 18, Town 27 North, Range 11 West more fully described as: Commencing at the East quarter corner of said Section 18; Thence North 00 degrees 56 minutes 30 seconds East 509.91 feet, along the East line of said Section 18 to the Point of Beginning; Thence North 00 degrees 56 minutes 30 seconds East 150.0 feet, along said section line; Thence South 89 degrees 27 minutes 30 seconds West 323.4 feet (previously recorded as South 89 degrees 24 minutes West); Thence South 00 degrees 56 minutes 30 seconds West 150.0 feet (being parallel with the East line of said Section 18); Thence North 89 degrees 27 minutes 30 seconds East, 323.4 feet to the Point of Beginning.

Except the West one-half of the North 3/4 of the South 1/4 of the Northeast 1/4 of Section 18, Town 27 North Range 11 West. The West Line of the West 40 acres of the East 1/2 of the North 3/4 of the Northeast 1/4 shall continue in a straight line South to the South line of the North 3/4 of the South 1/4 of the Northeast 1/4 of Section 18, Town 27 North Range 11 West.

Except Part of the Northeast one-quarter, Section 18, Town 27 North, Range 11 West, Garfield Township, Grand Traverse County, Michigan, more fully described as: Commencing at the East quarter corner of said Section 18; Thence North 0 degrees 56 minutes 30 seconds East, 165.36 feet, along the East line of said Section 18 to the Point of Beginning; Thence South 89 degrees 25 minutes 40 seconds West, 323.40 feet, parallel with the East and West quarter line of said Section 18; Thence North 0 degrees 56 minutes 30 seconds East, 150.00 feet, parallel with the East line of said Section 18; Thence North 89 degrees 25 minutes 40 seconds East, 323.40 feet, parallel with said East and West quarter line; Thence South 0 degrees 56 minutes 30 seconds West, 150.00 feet, along the East line of said Section 18 to the Point of Beginning.

Commonly known as: 5143 North Long Road

4836-6815-1789 v3 [58016-1]

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TO: GRAND TRAVERSE COUNTY ECONOMIC DEVELOPMENT CORPORATION

FROM: TRAVERSE CONNECT

SUBJECT: PARTNERSHIP CONSIDERATION REQUESTS

The Traverse Connect strategic planning efforts of 2019, conducted in partnership and with funding from the Grand Traverse County Economic Development Corporation, called for the development of a comprehensive public/private partnership to drive economic development and growth in Grand Traverse County.

The opportunity exists to move forward with this strong partnership as the plan intended and Traverse Connect has put forward several requests for the board of the Grand Traverse Economic Development Corporation to consider.

Request 1: Invest in our regional attraction efforts through an Economic Development Marketing Services Contract

o The contract would cover the following digital marketing service areas: Partner to continue the successful Creative Coast talent attraction campaign

• Continue to build brand recognition and extend the reach of the Creative Coast Partner to develop and initiate a new campaign for business and entrepreneur attraction

• Promote Grand Traverse County’s preferred development-ready sites• Promote overall business ecosystem and support services in our region• Promote region as year-round economic destination at events (CAR Conference, etc.)• Link Grand Traverse EDC website with newly built Traverse Connect website.

Request 2: Develop a partnership to manage and distribute federal stimulus funds from the ARA.

o Full parameters and guidelines are not yet finalized, but a great opportunity if handled correctly Invest these dollars in our businesses and community to spur further growth and investment Traverse Connect and Networks Northwest have been managing similar programs from MEDC

Request 3: Formalize a joint partnership with private sector firms and public entities to lead development efforts

o Grand Traverse EDC representation will facilitate and encourage coordination from other municipalitieso Moving new businesses, entrepreneurs, and residents has direct financial benefit to municipalitieso Send a strong message to the world and set an example that Grand Traverse County is open for business

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