Legal Justification of Split Rock Development V, LLC -City of Grand Rapids Parking Facility Agreement

[JackBBV]

M I L L E R

C A N F I E L D

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

MEMORANDUM

TO: Robert J. Nolan

CC: William J. Danhof

FROM: Jeffrey S. Aronoff

FILE NO.: 128018-00002

RE: Split Rock Development V, LLC- City of Grand Rapids Parking Facility Agreement

DATE: October 7, 2005

INTRODUCTION

Our client, Split Rock Development V, LLC, has asked us to analyze potential issues arising out of a prospective development agreement between Split Rock and the City of Grand Rapids. The agreement would provide, among other things, that Split Rock would construct an underground parking facility to be purchased by the City for a fixed price of $20.6 million, with an option for Split Rock to repurchase the parking facility from the City in the future.

This memorandum analyzes two issues. First, this memorandum examines the proposition, raised by counsel for the City, that any payment from the City to Split Rock exceeding Split Rock

[torgo]

Hmm. Perhaps a translation from lawyer-ese to english would be in order. Any takers??

[twoshort]

C A N F I E L D

MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.

MEMORANDUM

Thanks Jack.

[Rizzo]

I understand it is quite a read. ;-) Thanks JACKBBV for reasuring me.

[twoshort]

Hmm. Perhaps a translation from lawyer-ese to english would be in order. Any takers??

City: Buying the ramp for more than BBV paid to construct it (thus giving them a profit) would be like issuing them credit. Also, selling it back to them in the future below market value would be like issuing them a line of credit. The city can't legally issue them credit.

Lawyer guys: Huh? Neither of those situations amount to the city giving BBV credit. Game On.

..that's just what I think it says, I could be way off.

[GRDadof3]

City: Buying the ramp for more than BBV paid to construct it (thus giving them a profit) would be like issuing them credit. Also, selling it back to them in the future below market value would be like issuing them a line of credit. The city can't legally issue them credit.

Lawyer guys: Huh? Neither of those situations amount to the city giving BBV credit. Game On.

Dick Wendt: "Oh right, you got me there".

Kidding, kidding, of course.

[Rizzo]

"The developer proposed a fixed price, which is illegal if you think that the price is too high,

[monsoon]

The discussions in the GR section amaze me. Everything from revolutionaries, to fighting hair dressers and now legal documents that no one can understand.

[Rizzo]

Thats who we are! ^That sounds like an idea for a sitcom...

[GRDadof3]

The discussions in the GR section amaze me. Everything from revolutionaries, to fighting hair dressers and now legal documents that no one can understand.

Yah monsoon. Never a dull moment around here

[torgo]

Hey! Don't knock our hair-dresser p***ing matches!!

Ahem..back to the subject at hand....