STATE OF MICHIGAN

IN THE CIRCUIT COURT FOR THE COUNTY OF WAYNE

TAX INCREMENT FINANCE AUTHORITY
OF THE CITY OF TAYLOR,
a public body corporate, and

THE CITY OF TAYLOR,
a Michigan public body corporate

Plaintiffs, Case No. -CZ
Hon.
v.

THE COUNTY OF WAYNE,
a Michigan public body corporate

Defendant.
_____________________________________________________________________________/
Gustaf R. Andreasen (P40956) David F. Greco (P53523)
Michael F. Wais (P45482) Gasiorek Morgan Greco & McCauley PC
Howard & Howard Attorneys PLLC Attorney for Plaintiff:
Attorneys for Plaintiff: THE CITY OF TAYLOR
TAX INCREMENT FINANCE AUTHORITY 30500 Northwestern Hwy. Ste. 425
OF THE CITY OF TAYLOR Farmington Hills, MI 48334
450 West Fourth Street (248) 865-0001
Royal Oak, Michigan 48067
(248) 645-1483
_____________________________________________________________________________/

There is no other civil action arising out of the same transaction or
occurrence as alleged in this Complaint pending in this court nor has any such
action previously been filed and dismissed after having been assigned to a judge.

COMPLAINT

NOW COMES Plaintiffs, the TAX INCREMENT FINANCE AUTHORITY OF THE
CITY OF TAYLOR, and the CITY OF TAYLOR, all through their undersigned counsel, and for
their Complaint against Defendant, the COUNTY OF WAYNE, state as follows:


FILED IN MY OFFICE
WAYNE COUNTY CLERK
6/3/2014 3:54:57 PM
CATHY M. GARRETT
14-007181-CZ
DB


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GENERAL OVERVIEW

In simple terms, The County of Wayne (the County) entered into an agreement with
the City of Taylor (the City) which, to date, took over Forty-One Million Dollars
($41,000,000) of funds belonging to the Tax Increment Finance Authority of the City of Taylor
(the Authority) and gave those funds to the County. The agreement through which the County
obtained the money is known as the Northline Road Agreement entered into between the City
and the County on July 21, 1988 (the Northline Road Agreement or the Agreement).
Despite the fact that the Authoritys money was being taken under the Northline Road
Agreement, the Authority was not a party to the Agreement and did not agree to the terms of the
Northline Road Agreement. Further, the Northline Agreement is not an effective Interlocal
Agreement under Michigans Urban Cooperation Act. Frankly, there is no legal or other basis to
permit the County or the City to take the Authoritys money.
The fact that the City signed the Northline Road Agreement does not provide the County
with a basis to keep the Authoritys money as Michigan law does not allow the City to enter into
agreements on behalf of the Authority. To the contrary, Michigan law provides that the
Authority is a separate and distinct public body that makes and enters into its own contracts on
its own behalf and in its own name. See e.g. MCL 125.1802 and 125.1807 and the Bylaws of
the Authority, Article IV, Section 1.
Moreover, the Countys taking of the Authoritys money which comes from an attempt
in the Northline Road Agreement to exclude the Countys millage from capture by the Authority
- is likewise not permissible because Michigan law does not allow the County to opt out of
capture by the Authority. See e.g. MCL 125.1801 et seq. The Countys taking of the money is
also contrary to Michigan law because the Authority is legally required under Michigan law to


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expend its revenues only in accordance with its tax increment financing plan, which does not
authorize the County to take the Authoritys money. See e.g. MCL 125.1814. To the contrary,
the Authoritys funds must be used within its tax financing district (located within the City of
Taylor). See e.g. MCL 125.1814. However, with the Countys misappropriation of the
Authoritys funds, the over $41,000,000 that was legally required to be spent within the tax
financing district has been and continues to be spent by the County throughout Wayne County,
thereby taking funds belonging to the City of Taylor residents and using those funds throughout
the County instead of inside the City of Taylor as legally required.
Furthermore, Interlocal Agreements between public agencies (such as the Authority and
County) for sharing revenue derived from the levy of general ad valorem property taxes are
not effective unless these agreements meet the requirements set forth in the Michigan Urban
Cooperation Act (the UCA). See MCL 124.505a. The Northline Agreement does not meet
these requirements.
For instance, the UCA provides that a valid Interlocal Agreement must include a
provision stating that the agreement may be terminated or rescinded by a referendum of the
residents of a local governmental unit that is a party to the agreement not more than 45 days
after the approval of the agreement by the governing body of the local governmental unit. See
MCL 124.505a. The Northline Agreement does not contain such a provision. (See Exhibit A).
Next, the UCA provides that the legislative body of each local governmental unit
shall hold at least 1 public hearing before entering into an agreement under this section. See
MCL 125.505a. Upon information and belief, the parties never held a public hearing before
entering into the Northline Agreement.


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The UCA provides that [p]rior to its effectiveness, an interlocal agreement shall be filed
with the county clerk of each county where a party to the agreement is located and with the
secretary of state. See MCL 124.510. The Northline Agreement was never filed with the
Wayne County Clerk, nor with the Secretary of State of Michigan.
Finally,
[i]f funds of this state are to be allocated to carry out an interlocal agreement,
prior to and as a condition precedent to its effectiveness, shall be submitted to the
governor who shall determine whether the agreement is in proper form and
compatible with the laws of this state.

See MCL 124.510. To the extent that any State Funds were used in the Northline Road
construction, the Northline Agreement would also be ineffective under the UCA as, upon
information and belief, the Governor of the State of Michigan did not approve the Northline
Road Agreement.
Obviously, agreements such as the Northline Road Agreement that purport to take
someones money without their permission are not enforceable. Likewise, contracts such as the
Northline Road Agreement that are founded upon acts that are prohibited by statute or public
policy are void. Accordingly, for these and other reasons set forth in this Complaint, Plaintiffs
request that this Court declare the Northline Road Agreement void and/or not enforceable.
Even if the Northline Road Agreement had, at one time, been legally enforceable and it
was not the County has nevertheless been unjustly enriched by taking over $41,000,000 from
the Authority.
In this regard, the Authority never had a contract with the County and never received
anything of benefit for the taking of more than $41,000,000 of its funds. Thus, at the very least,
the County must return the Authoritys money under an unjust enrichment claim.


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Furthermore, although irrelevant to the Plaintiffs unjust enrichment claims, the County
was also unjustly enriched as compared to the City. The County took the Authoritys money
under the Northline Road Agreement to repay the County for the money the County spent to
widen two miles of Northline Road between Allen Road and Telegraph Road. However, the
County has long ago been repaid this money it spent to widen Northline Road indeed, the over
$41,000,000 taken from the Authority has repaid the County approximately 6 times more than it
spent to widen the road.
Finally, upon information and belief, the County did not take any funds from any other
municipality to widen Northline Road, despite the fact that the road was widened with County
funds in other municipalities at or about the same time as it was widened in the City of Taylor.
By treating the City of Taylor detrimentally differently than other similarly situated
municipalities likewise resulted in an unjust enrichment to the County.
Despite the foregoing, the County has refused to terminate the Northline Road
Agreement and, incredibly, seeks to continue to collect the Authoritys funds through 2030
(which is the current date under which the Authority will continue to operate)! If allowed to
continue, the County could take at least another $30,000,000 from the Authority, further unjustly
enriching the County and further harming the City, the Authority, and the residents of the City of
Taylor whose TIF funds will continue to be spent throughout the County instead of where they
are legally required to be spent inside of the tax financing district for the City of Taylor.
PARTIES, JURISDICTION, AND VENUE

1. The Authority was incorporated by the City on or about April 12, 1983 and is a
public body corporate which may sue and be sued in any court of this state.


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2. The City is a Municipal Corporation created by the vote of the electors on the
8th day of November, A.D., 1966, to be known as the "City of Taylor" [and] shall be a body
corporate and politic and shall have perpetual succession.
3. The County is a body corporate [that] possesses home rule power enabling it to
provide for any matter of County concern and all powers conferred by constitution or law upon
charter counties or upon general law counties, their officers, or agencies.
4. This Court has jurisdiction pursuant to MCR 2.605(A)(2) because there is an
actual controversy within this Courts jurisdiction necessitating a declaration of legal rights
between the parties.
5. Further, the Court has jurisdiction pursuant to MCL 600.605 because the amount
in controversy exceeds twenty-five thousand dollars ($25,000.00), exclusive of interest and
costs.
6. Venue is proper with this Honorable Court pursuant to MCL 600.1615 because
the parties hereto exercise and may exercise governmental authority in the County of Wayne
and/or the principal office of each party lies within the Count of Wayne.

BACKGROUND

7. On or about April 12, 1983, and pursuant to Michigans Tax Increment Finance
Act (the Act), the City of Taylor (the City) incorporated the Tax Increment Finance
Authority
1
of the City of Taylor (the Authority).
8. The City established the Authority to perform economic development activities
within the City such as rehabilitation, restoration, or reconstruction of public facilities, existing
buildings, and multi-family homes (Economic Development). To fulfill its objectives, the

1
There were originally 6 contiguous TIFA Development Areas; however, these were consolidated into a single
TIFA Development Area in 2000.


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Authority created a Development Plan and a Financing Plan (collectively the Plans) (See
Exhibit C). The Plans describe Development Areas (Development Areas). The Authority uses
tax increment financing (TIF) to finance Economic Development within the Development
Areas. TIF permits the Authority to capture tax revenues attributable to increases in the value of
real and personal property located within the Development Areas. For instance, assume a
property in the Development Area initially pays taxes of $10,000. The Authority subsequently
rehabilitates and restores the surrounding area. Property values increase. As a result of
increased property values, the property now pays $12,000 in taxes. Under TIF, the Authority is
entitled to the additional $2,000. The Authority uses the TIF revenue for continued Economic
Development.
9. The Act mandates that taxing jurisdictions which overlap the Development Areas,
such as the County of Wayne (the County), remit TIF revenues to the Authority. (See Exhibit
B). Taxing jurisdictions are not permitted to exclude their millage from capture by the
Authority. (See Exhibit B).
10. The County has recognized that the concept of tax increment financing
authorized by [the Act], is a valuable tool used by the City to provide public infrastructure
(See Exhibit A).
11. Nonetheless, the County determined, in direct contravention of the statute and of
public policy, that the concept of tax increment financing should be modified. (See Exhibit
A).
12. On July 21, 1988, based upon the Countys assertion that it is allowed to modify
Michigan law to better suit its own interests, the City and the County entered into an agreement
(the Northline Road Agreement) whereby the City agreed to exclude the Countys charter


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millage of 6.07, its extra voted millage of 1.00 mils and any additional voted millage from any
present or any subsequently created tax increment financing district under P.A. 450 of 1980 or
P.A. 281 of 1986 in exchange for the County temporarily assuming jurisdiction of that portion
of Northline Road between Allen Road and Inkster Road within the City and funding the
widening of Northline Road between Allen Road and Telegraph Road a span of approximately
two miles. (See Exhibit A).
13. The Northline Road Agreement does not contain a provision stating that the
agreement may be terminated or rescinded by a referendum of the residents of a local
governmental unit that is a party to the agreement not more than 45 days after the approval of the
agreement by the governing body of the local governmental unit. See MCL 124.505a.
14. Upon information and belief, a public hearing was not held before the County and
City entered into the Northline Agreement. See MCL 124.505a.
15. The Northline Agreement was not filed with the county clerk of [Wayne County]
and with the secretary of state. See MCL 124.510.
16. Upon information and belief, the Northline Agreement was never submitted to
the governor [to] determine whether the agreement is in proper form and compatible with the
laws of this state. See MCL 124.510.
17. The funds to be excluded and taken by the County pursuant to the Northline
Road Agreement are TIF funds.
18. TIF funds are required to be given to the Authority and used only to fund projects
within the Development Areas.
19. The Authority is a separate legal entity from the City.


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20. The Authority is legally required to enter into its own contracts on its own behalf
and in its own name.
21. The Authority did not sign or enter into the Agreement.
22. Upon information and belief, the Authority was not asked to sign or enter into the
Agreement.
23. Upon information and belief, the Authority did not authorize the City to enter into
the Agreement on behalf of the Authority.
24. The Authority did not agree to allow its funds to be given to the County.
25. But for the Agreement, the City would have paid the funds that have been taken
by the County to the Authority.
26. The Countys taking of the tax revenues under the Northline Road Agreement is
equivalent to the County opting out of tax increment financing districts.
27. Michigan law does not permit the County to opt out of the tax increment
financing districts.
28. The Authority is legally required to expend its revenues only in accordance with
the tax increment financing plan.
29. The Plan requires the Authoritys revenues to be expended within the
Development Areas.
30. The Authoritys tax increment financing plan does not authorize the County to use
TIF funds - and certainly does not authorize the County to use TIF funds outside of the
Development Areas.


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31. The Countys taking of the funds under the Northline Road Agreement resulted in
the County taking money from the City of Taylor and the Authority to use throughout the County
as opposed to being used solely within the Development Areas for economic development.
32. The County used TIF funds outside of the TIF districts.
33. Upon information and belief, the Northline Road construction began in
approximately 1989 and was completed in approximately 1990.
34. Upon information and belief, the County expended approximately $7,000,000 to
widen Northline Road in the City of Taylor.
35. As a result of the Northline Road Agreement, the County has already excluded
$41,379,722.97 of its millage from capture by the Authority. (See Exhibit D).
36. If allowed to continue to capture funds under the Northline Agreement, the
County could receive another $30,000,000 or more between the date hereof and 2030 when the
Authority is presently set to terminate.
37. The Authority did not receive a benefit from the County in exchange for the
Countys taking of the TIF funds.
38. The County has more than been repaid under the Northline Road Agreement for
the funds it expended to widen Northline Road within the City of Taylor.
39. At or about the same time that the County widened Northline Road within the
City of Taylor, County funds were also used to widen Northline Road in Romulus and
Southgate.
40. Upon information and belief, the County did not collect funds from Romulus or
Southgate (or any other municipality or public entity) to pay for the widening of Northline Road
in Romulus and Southgate.


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41. As a result, upon information and belief, the County treated the residents of the
City of Taylor detrimentally different than the residents of the Cities of Romulus and Southgate
as the County only took funds from the City of Taylor and/or the Authority and not from these
other municipalities for the same project.
42. To compound the foregoing detrimentally different treatment, the County took
TIF funds that were to be used in the Development Areas and used the funds throughout the
County.
43. Despite the fact that it has been repaid for the widening of Northline Road many
times over, and to add further insult to the injuries suffered by the Authority, the City, and the
residents of the City of Taylor, the County also required the City to, once again assume
the responsibility for the maintenance of Northline Road as herein described at
its sole cost and expense, including by way of illustration, but not of limitation,
grass maintenance, landscaping, gardening, sprinkler system maintenance,
lighting, and any other special median facilities construction and/or installed
therein: and the County shall be relieved of all responsibility therefor.

(See Exhibit A). Should major reconstruction of the median or curb be required at any time
after the completion of the [Northline Road widening], the costs thereof shall be the sole
responsibility of the City. (See Exhibit A).
44. Since the completion of construction on Northline Road in approximately 1990,
the County has continued to unlawfully exclude its millage from capture by the Authority. (See
Exhibit D).
45. To date the County has unlawfully excluded more than $41,000,000 from capture
by the Authority. (See Exhibit D).


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46. Furthermore, under the illicit terms of the Northline Road Agreement, the County
expects to continue to exclude its millage from capture by the Authority and LDFA until the
[Development Areas are] dissolved. (See Exhibit A).
47. All told, the County, pursuant to an illegal contract, traded a one time construction
cost of approximately $7,000,000 for a perpetual benefit already in excess of $41,000,000 and
counting.
COUNT I
DECLARATORY RELIEF IN FAVOR OF THE CITY OF TAYLOR
48. Plaintiffs incorporates all prior allegations as if set forth herein in full.
49. The City of Taylor has repeatedly requested that the County terminate the
Northline Road Agreement as, inter alia, the contract is void, against public policy, and is
otherwise invalid for all of the reasons set forth above.
50. The County continues to refuse to terminate the Northline Road Agreement,
continues to insist upon receiving the TIF funds that belong to the Authority and apparently
claims that the Northline Road Agreement is valid and enforceable.
51. The Northline Road Agreement is void, against public policy and otherwise
invalid and unenforceable for the following reasons:
a. It takes money that belongs to the Authority without the Authoritys permission.
b. It takes money that belongs to the Authority that it is prohibited from taking under
Michigan law because the Act prohibits the County from exclude[ing] the Countys
Charter millage of 6.07, its extra voted millage of 1.00 mils and any additional voted
millage from any present or any subsequently created tax increment financing districts.


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c. The County cannot contractually agree to a course of action that is not permitted
by statute.
d. The City did not, and does not, have the authority to contractually bind the
Authority.
e. Under the UCA, the Northline Agreement is not an effective Interlocal
Agreement.
f. Michigan law does not allow the County to opt out of the capture of TIF funds
by the Authority. See e.g. MCL 125.1801 et. seq.
g. The Countys taking of the Authoritys money is also contrary to Michigan law as
the Authority is legally required under Michigan law to expend its revenues only in
accordance with its Plan, which does not authorize the County to take the Authoritys
money. See e.g. MCL 125.1814. To the contrary, the Authoritys funds must be used
within the Development Areas (located within the City of Taylor). See e.g. MCL
125.1814.
h. The Countys misappropriation of the Authoritys funds that were legally
required to be spent within the Development Areas have been and continue to be spent by
the County throughout Wayne County, thereby taking funds belonging to the City of
Taylor residents and using those funds throughout the County instead of inside the City
of Taylor as legally required.
i. The County is not permitted to treat the City of Taylor, its residents, or the
Authority detrimentally different than the other municipalities and residents of the
County, but by taking the TIF funds without taking funds from any other municipality
where Northline Road was widened with the usage of County funds, the County is


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treating the City of Taylor, its residents, and the Authority inequitably as compared to
other similarly situated municipalities and residents.
52. There is an actual controversy over whether or not the Northline Road Agreement
is valid and, as such, the City of Taylor requests that this Court declare the rights and other legal
relations of the parties with respect to the Northline Road Agreement.
WHEREFORE, the City of Taylor requests a declaratory judgment providing the
following judicial declarations:
a. The Northline Road Agreement is illegal, void, and/or otherwise unenforceable.
b. The City is not bound by the Northline Road Agreement.
c. The TIF Funds that had been taken by the County, or which would otherwise be
taken by the County, under the Northline Agreement are to be given to the Authority.
d. No further TIF Funds or other funds are to be taken by the County under the
Northline Road Agreement.
e. Enjoin the County from demanding, pursuing or receiving any further funds under
the Northline Road Agreement.
f. The County may not exclude its charter millage of 6.07, its extra voted millage of
1.00 mils and any additional voted millage from any present or any subsequently created
tax increment financing districts.
g. Grant all other appropriate and equitable relief that the Court deems proper.
COUNT II
DECLARATORY RELIEF IN FAVOR OF THE AUTHORITY
53. Plaintiffs incorporates all prior allegations as if set forth herein in full.


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54. The Authority has requested that the County terminate the Northline Road
Agreement as, inter alia, the contract is void, against public policy, and is otherwise invalid for
all of the reasons set forth above.
55. The County continues to refuse to terminate the Northline Road Agreement,
continues to insist upon receiving the TIF funds that belong to the Authority, and apparently
claims that the Northline Road Agreement is valid and enforceable.
56. The Northline Road Agreement is void, against public policy and otherwise
invalid and unenforceable for each of the following reasons:
a. It takes the Authoritys money without the Authoritys permission.
b. It takes money that belongs to the Authority that it is prohibited from taking under
Michigan law because the Act does not permit the County to exclude the Countys
Charter millage of 6.07, its extra voted millage of 1.00 mils and any additional voted
millage from [the Authority nor] any present or any subsequently created tax increment
financing districts within the Citys boundaries.
c. The County cannot contractually agree to a course of action that is not permitted
by statute.
d. The City did not, and does not, have the authority to contractually bind the
Authority.
e. Under the UCA, the Northline Agreement is not an effective Interlocal
Agreement.
f. Michigan law does not allow the County to opt out of the capture of tax revenue
by the Authority. See e.g. MCL 125.1801 et. seq.


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g. The Countys taking of the Authoritys money is also contrary to Michigan law
because the Authority is legally required under Michigan law to expend its revenues only
in accordance with the tax increment financing plan which does not authorize the money
to be taken by the County. See e.g. MCL 125.1814. To the contrary, the Authoritys
funds must be used within the Development Areas (located within the City of Taylor).
See e.g. MCL 125.1814.
h. The Countys misappropriation of the Authoritys funds that were legally required
to be spent within the Development Areas has been and is continuing to be spent by the
County throughout Wayne County, thereby taking funds belonging to the City of Taylor
residents and using those funds throughout the County instead of inside the City of
Taylor as legally required.
i. The County is not permitted to treat the City of Taylor, its residents or the
Authority detrimentally different than the other municipalities and residents of the
County, but by taking the TIF funds without taking funds from any other municipality
where Northline Road was widened with the usage of County funds, the County is
treating the City of Taylor, its residents and the Authority inequitably as compared to
other similarly situated municipalities and residents.
57. There is an actual controversy over whether or not the Northline Road Agreement
is valid and, as such, the Authority requests that this Court declare the rights and other legal
relations of the parties with respect to the Northline Road Agreement.
WHEREFORE, the Authority requests a declaratory judgment providing the following
judicial declarations:
a. The Northline Road Agreement is illegal, void, and/or otherwise unenforceable.


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b. The Authority is not bound by the Northline Road Agreement.
c. The TIF Funds that had been taken by the County, or which would otherwise be
taken by the County, under the Northline Agreement are to be given to the Authority.
d. No further TIF Funds or other funds are to be taken by the County under the
Northline Road Agreement.
e. Enjoin the County from demanding, pursuing or receiving any further funds under
the Northline Road Agreement.
f. The County may not exclude its charter millage of 6.07, its extra voted millage of
1.00 mils and any additional voted millage from any present or any subsequently created
tax increment financing districts.
g. Grant all other appropriate and equitable relief that the Court deems proper.
COUNT III
UNJUST ENRICHMENT IN FAVOR OF THE AUTHORITY
58. Plaintiffs incorporates all prior allegations as if set forth herein in full.
59. The Authority did not receive a benefit from the Countys taking of its funds.
60. The County unjustly received a benefit of $41,379,722.97 to the detriment of the
Authority.
61. The County would continue to be unjustly enriched if it continued to receive
additional funds pursuant to the Northline Road Agreement.
62. It would be inequitable for the County to retain these benefits.
WHEREFORE, the Authority respectfully requests that this Court order the
County to pay the Authority all funds the County received under the Northline Road Agreement
(plus statutory interest), order that no further funds are to be paid to the County under the


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Northline Road Agreement and granting the Authority such further and other relief as it may
request and this Court may deem appropriate.
COUNT IV
UNJUST ENRICHMENT IN FAVOR OF THE CITY
63. Plaintiffs incorporates all prior allegations as if set forth herein in full.
64. The City did not receive an equivalent benefit from the Countys taking of the
Authoritys funds.
65. The County unjustly received a substantial benefit to the detriment of the City.
66. The County would continue to be unjustly enriched if it continued to receive
additional funds pursuant to the Northline Road Agreement.
67. It would be inequitable for the County to retain these benefits.
WHEREFORE, the City respectfully requests that this Court order the County to pay the
City all funds the County received under the Northline Road Agreement (plus statutory interest),
order that no further funds are to be paid to the County under the Northline Road Agreement and
granting the City such further and other relief as it may request and this Court may deem
appropriate.
Respectfully submitted,
HOWARD & HOWARD ATTORNEYS PLLC

/s/ Gustaf R. Andreasen
Gustaf R. Andreasen (P40956)
Michael F. Wais (P45482)
Attorneys for Plaintiff:
TAX INCREMENT FINANCE AUTHORITY
OF THE CITY OF TAYLOR
450 West Fourth Street
Royal Oak, Michigan 48067
(248) 645-1483



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GASIOREK MORGAN GRECCO & MCCAULEY PC

/s/ David F. Greco, with consent
David F. Greco (P53523)
Attorneys for Plaintiff:
THE CITY OF TAYLOR
30500 Northwestern Hwy. Ste. 425
Farmington Hills, MI 48334
(248) 865-0001

Dated: June 3, 2014

Exhibit A
Exhibit B
Exhibit C
Exhibit D