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HomeMy WebLinkAbout11-23-2009 EDA PacketEDA MINUTES January 12, 2009 DRAFT DATE : January 12, 2009 TIME STARTED : 6:55 p.m. TIME ENDED : 7:02 p.m. MEMBERS PRESENT : Commissioners Gallup, O'Donnell, Reinert, Bergeson, Stoltz MEMBERS ABSENT OTHERS PRESENT: : Gordon Heitke; Mary Divine, Mike Grochala The meeting was called to order at 6:55 p.m. by President O'Donnell. CONSIDERATION OF THE MINUTES OF JUNE 28, 2008 EDA Member Bergeson moved to approve the January 28, 2008 minutes. EDA Member Stoltz seconded the motion. Motion carried unanimously. CONSIDERATION OF ANNUAL APPOINTMENTS Mary Divine, Economic Development Coordinator, gave a short recap of activity taking place, including the last tax abatement payment on the Target/Kohl's project, and TIF District No. 1-9 will be decertified at the end of 2009. She informed the members that each year the EDA is required to make a number of appointments; the list was before the authority for consideration. EDA Member Bergeson moved to appoint EDA Member Gallup as President of the EDA for 2009, EDA Member Reinert as Vice President; and EDA Member Dan Stoltz as Treasurer. EDA Member Gallup seconded the motion. Motion passed unanimously. EDA Member Stoltz moved to approve the remaining appointments as recommended by staff . EDA Member Reinert seconded the motion. Motion carried unanimously. ADJOURNMENT There being no further business, EDA Member Reinert moved to adjourn. EDA Member Bergeson seconded the motion. Motion carried unanimously. Meeting adjourned at 7:02 p.m. 1 AGENDA ITEM 3 STAFF ORIGINATOR: Mary Alice Divine CC MEETING DATE: November 23, 2009 TOPIC: Resolution 09-01 - Addendum to Contract for Private Development between the Lino Lakes Economic Development Authority and Lino Lakes Lodging, LLC BACKGROUND In 2004 the EDA and the City entered into a Development Contract with Hartford Development, Inc. and provided assistance within Tax Increment Financing District No. 1-11. As pursuant to the contract, redevelopment occurred and a successor to the contract (Country Inn & Suites) redeveloped a portion of the commercial component of the minimum improvements as defined in the original contract. A developer is acquiring the hotel to convert it to an assisted living and memory care facility. The EDA has an interest in ensuring that the developer or its successors continue to pay real estate taxes on an assessed value that provides as much tax increment as before the conversion. This agreement obligates payment of taxes on a minimum assessed value of $3,750,000. The county assessor may, in actuality, place a higher value on the facility once final plans have been submitted, and the final assessed value will be executed in an assessment agreement that will be valid until the maturity date of the original contract. In order to provide the developer with a future option to sell the facility to a non-profit, the agreement requires a payment in lieu of taxes (the "PILOT Agreement"), for a period of 30 years if a non-profit owns the facility. Prior to the contract maturity date a non- profit would be required to make payment as if the property were subject to taxes. After the maturity date the annual payment would be only on the City's share of taxes. RECOMMENDATION Staff recommends approving Resolution No. 09-01. ATTACHMENTS 1. Addendum to Contract for Private Development - f)-)Ce ‘kz-/U-L7‘77- r ,6,5-1714;42 720-tc. tee- /f-a-o-c V L 44=4el r LAJ -yt , i LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 09-01 RESOLUTION APPROVING AN ADDENDUM TO CON TRACT FOR PRIVATE DEVELOPMENT BETWEEN THE LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, THE CITY OF LINO LAKES, AND LINO LAKES LODGING, LLC BE IT RESOLVED By the Board of Commissioners ("Board") of the Lino Lakes Economic Development Authority ("Authority") as follows: Section 1. Recitals. 1.01. The Authority administers Development District No. 1 (the "Project)" and Tax Increment Financing District No. 1-11 (the "1'lr District") pursuant to Minnesota Statutes, Sections 469.124 to 469.134 ("Development District Act") and Sections 469.174 to 469.179 (the "TIF Act"). 1.02. The Authority, City of Lino Lakes (the "City") and Legacy Holdings/Lino Lakes, LLC (the "Developer") entered into a into a Contract for Private Development dated December 20, 2004, amended by a First Amendment thereto dated September 13, 2005 (the "Original Contract"), setting forth the terms and conditions of redevelopment of certain property within the Project, referred to generally as the Legacy at Woods Edge Project. 1.03. Lino Lakes Lodging (the "Assisted Living Developer") proposes to acquire and convert the existing hotel that was previously developed within the Legacy at Woods Edge Project, and in connection with such conversion, the Assisted Living Developer, Authority and City propose to enter into an Addendum to the Original Contract (the "Addendum"). 1.04. The Board has reviewed the Addendum and determined that it is in the best interests of the Authority to approve the same. Section 2. Authority Approval; Further Proceedings. 2.01. The Addendum as presented to the Board is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Acting Executive Director, provided that execution of the documents by such officials shall be conclusive evidence of approval. 2.02. The President and Acting Executive Director are hereby authorized to execute on behalf of the Authority the Addendum and any documents referenced therein requiring execution by the Authority, and to carry out, on behalf of the Authority its obligations thereunder. Approved by the Board of Directors of the Lino Lakes Economic Development Authority, this 231-a day of November, 2009. AT PEST: Secretary 2 President Fourth Draft November 18, 2009 ADDENDUM TO CON 1'RACT FOR PRIVATE DEVELOPMENT LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY CITY OF LINO LAKES, MINNESOTA AND LINO LAKES LODGING, LLC NOVEMBER 23, 2009 This Document was drafted by: KENNEDY & GRAVEN, Chartered 470 US Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 This Addendum to Contract for Private Development is made the 26th day of November, 2009 by and between the Lino Lakes Economic Development Authority (the "Authority'), the City of Lino Lakes, Minnesota (the "City"), and Lino Lakes Lodging, LLC, a Minnesota limited liability company (the "Assisted Living Developer"). WITNESSETH: WHEREAS, the City, Authority and Hartford Development, Inc. (the "Original Developer") entered into a Contract for Private Development dated December 20, 2004, as amended by a First Amendment thereto dated September 13, 2005 (the "Original Contract"), providing for redevelopment by the Original Developer of certain property in the City and certain assistance by the Authority in such effort, all located within Development District No. 1 (the "Project") and Tax Increment Financing District No. 1-11 (the "TIF District"); and WHEREAS, pursuant to the Contract, the Original Developer caused to be constructed a hotel on a portion of the Development Property (as defined in the Original Contract), which hotel was operated as a County Inn and Suites (the "Hotel") by a successor to the Original Developer; and WHEREAS, the Hotel constituted a portion of Commercial Component of the Minimum Improvements as such terms are defined in the Original Contract; and WHEREAS, the Assisted Living Developer has acquired the Hotel and the Parcel on which it is located, and proposes to convert such property for use as a 69-unit assisted living and memory care facility (the "Assisted Living Improvements"); and WHEREAS, the Authority and City believe that conversion of the Hotel to the Assisted Living Facility will facilitate the long-term development potential for the Development District and the TIF District, and such improvement is in the vital and best interests of the Authority and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows: 1. Definitions. Capitalized terms in this Addendum have the meaning provided in the Original Contract, except as follows: "Addendum" means this Addendum to the Original Contract, as the same may be from time to time modified, amended or supplemented. "Assessment Agreement" means the Assessment Agreement between the Authority and Assisted Living Developer in the form set forth as Schedule C hereto. "Assisted Living Developer" means Lino Lakes Lodging, LLC, a Minnesota limited liability company, and any successor to its rights and obligations hereunder permitted under Article VIII of the Original Contract. "Assisted Living Improvements" means the conversion of the 83-room Hotel into 69 assisted living and memory care units on the site of the former Hotel, now referred to as the Assisted Living Property. "Assisted Living Property" means the portion of the Development Property described on Schedule A hereto. "Hotel" means the existing Country Inn and Suites located on the Assisted Living Property. "PUD Amendment" means the PUD Amendment to the Lino Lakes Town Center Design and Development Guide approved by the City on 2. Representations and Warranties (a) The City makes the following representations to Assisted Living Developer: (1) Under the provisions of the Act, the City has the power to enter into this Addendum and carry out its obligations hereunder. (2) The Project is for a purpose within the power of the City under the Act, and was created, adopted and approved in accordance with the terms of the Act. (b) Assisted Living Developer represents and warrants that: (1) The Assisted Living Developer is a limited liability corporation duly organized and in good standing under the laws of the State, is duly authorized to transact business within the State, has the power to enter into this Addendum, and has duly authorized execution of this Addendum by action of its governing body. (2) The Assisted Living Developer will construct, operate and maintain, or cause to be constructed, operated and maintained, the Assisted Living Improvements in accordance with the terms of this Addendum, the Development Plan and all applicable local, state and federal laws and regulations (including, but not limited to, applicable environmental, zoning, building code and public health laws and regulations). 2 (3) The Assisted Living Developer has received no notice or communication from any local, state or federal official that the activities of the Assisted Living Developer or the Authority in the Project Area may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Assisted Living Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (4) The Assisted Living Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements and Additional Improvements may be lawfully constructed. The Assisted Living Developer did not obtain a building permit for any portion of the Minimum Improvements before the date of approval of the Plan for the TIF District. (5) Neither the execution and delivery of this Addendum, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Addendum is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, Addendum or instrument of whatever nature to which the Assisted Living Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) The Assisted Living Developer shall promptly advise Authority in writing of all litigation or claims affecting any part of the Assisted Living Improvements and all written complaints and charges made by any governmental authority materially affecting the Assisted Living Improvements or materially affecting Assisted Living Developer or its business which may delay or require changes in construction of the Assisted Living Improvements. 3. Use, Ownership of Assisted Living Property; Restrictions (a) Assisted Living Developer's use of the Assisted Living Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Agreement, the Restrictions and all applicable laws, ordinances and regulations. (b) Assisted Living Developer hereby represents and warrants that it is the owner in fee simple of the Assisted Living Property, and there will be no liens, defects or other encumbrances upon title to the Assisted Living Property that would hinder the development of the Assisted Living Property by Assisted Living Developer as contemplated by this Agreement. (c) Prior to issuance of a building permit for the Assisted Living Improvements, the Assisted Living Developer shall execute the Assessment Agreement in substantially the form attached as Schedule C, and shall cause the County assessor to execute the assessor's certificate attached thereto. The Assisted Living Developer shall use its best efforts to obtain the County assessor's certification of a minimum market value of $4,400,000 for the Assisted Living Property and the Assisted Living Improvements thereon, in which event that amount will be inserted in Section 1 of the Assessment Agreement. If the County assessor is unable to certify such amount as reasonable, the Assisted Living Developer shall cause the County assessor to certify such lesser amount that the assessor determines to be reasonable, but in no event may the minimum market value certified by the County assessor and inserted in Section 1 of the Assessment Agreement be less than $3,750,000. The Assisted Living Developer shall cause the Assessment Agreement to be promptly recorded in the offices of the County recorder or registrar of titles, as the case may be. (d) For all purposes of the Original Contract, the Assisted Living Improvements shall be deemed to be a portion of the Commercial Component and shall not be treated as rental housing or as part of the Rental Housing Component. (e) Until the Maturity Date the Assisted Living Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Addendum to pay before delinquency all real estate taxes assessed against the Assisted Living Property Parcel and the Assisted Living Improvements thereon. The Assisted Living Developer acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Assisted Living Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. The parties agree and understand that upon a permitted Transfer under Section 8.3 of the Original Contract, the transferee assumes the obligation under this Section as to the property transferred, and the Assisted Living Developer is released. (f) The Assisted Living Developer agrees that through the Maturity Date, it will not cause a reduction in the real property taxes paid in respect of the Assisted Living Property (1) willful destruction of the TIF Parcel or any part thereof; (2) willful refusal to reconstruct damaged or destroyed property, except to the extent otherwise provided in Section 5.1(e) of the Original Contract; (3) apply for a deferral or abatement of property tax on the Assisted Living Property pursuant to any law; or (4) convey or transfer or allow conveyance or transfer of the Assisted Living Property to any entity that is exempt from payment of real property taxes under State law except as otherwise provided in this paragraph. As an exception to clause (4) of this paragraph, Assisted Living Developer may transfer the Assisted Living Property to an entity that is exempt from payment of real property taxes under State law if: (i) the Authority approves the Transfer under the terms of Section 8.2 of the Original Contract; and (ii) the transferee executes an agreement with the City under which the transferee pays to the City, at the time real estate taxes are otherwise payable, a payment in lieu of taxes (the "PILOT Agreement"). The PILOT Agreement must have a term of at least 30 years. Prior to the Maturity Date, the annual payment under the PILOT Agreement must be an amount equal to the total Tax Increment that would be payable to the City if the property were subject to ad valorem taxes, plus the City's share of taxes on the original tax capacity (as defined in the TIF Act)of the Assisted Living Property. After the Maturity Date, the annual payment under the PILOT Agreement must be the City's share of taxes on the Assisted Living Property. 4. Construction of Assisted Living Improvements.(a) Before commencement of construction of the Assisted Living Improvements, Assisted Living Developer shall submit 4 Construction Plans to the Authority and City. The Construction Plans shall provide for construction of the Assisted Living Improvements in conformity with this Addendum, and all applicable federal, State and local laws and regulations. The Authority Representative shall approve the Construction Plans in writing if, in the reasonable discretion of the City, the Construction Plans: (a) conform to the terms and conditions of this Addendum; (b) conform to the terms and conditions of the PUD Amendment; (c) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (d) are adequate to provide for construction of the Assisted Living Improvements; and (f) no Event of Default has occurred. (b) No approval by the City shall relieve Assisted Living Developer of the obligation to comply with the terms of this Agreement, applicable federal, State and local laws, ordinances, rules and regulations, or to properly construct the Project. No approval by the City shall constitute a waiver of an Event of Default. Any disapproval of the Construction Plans shall set forth the reasons therefore, and shall be made within 30 days after the date of their receipt by the City. If the City rejects the Construction Plans, in whole or in part, Assisted Living Developer shall submit new or corrected Construction Plans within 30 days after written notification to Assisted Living Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City. (c) Subject to Unavoidable Delays, the Assisted Living Developer will substantially complete construction of the Assisted Living Improvements on or before November 1, 2010. (d) All work with respect to the Assisted Living Improvements shall be in substantial conformity with the Construction Plans approved by the City. Upon approval by the City of the Construction Plans, the Assisted Living Developer shall promptly begin the Assisted Living Improvements and diligently prosecute the completion the development of such improvements in accordance with this Addendum. (e) Promptly after completion of the Assisted Living Improvements, the City will furnish the Assisted Living Developer with an appropriate Certificate of Completion, substantially in the form of Exhibit A hereto (which is hereby incorporated herein and made a part hereof), as conclusive evidence of satisfaction of the covenants under this Section of the Addendum. The furnishing by the City of a Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of Assisted Living Developer to any Mortgagee. (f) If the City shall refuse or fail to provide a Certificate of Completion, the City shall, within fifteen (15) days after Assisted Living Developer provides an architect's certificate evidencing completion of the Project, provide Assisted Living Developer with a written statement specifying in what respect Assisted Living Developer has failed to complete the Assisted Living Improvements in accordance with this Addendum, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the City, for Assisted Living Developer to obtain the Certificate of Completion. Failure by the City to provide a Certificate of Completion for the Assisted Living Improvements shall not constitute an Event of Default under this Agreement. 5 (g) Until a Certificate of Completion is issued, the Assisted Living Developer shall make, in such detail as may reasonably be required by the City, and forward to the City, written reports as to the actual progress of work on the Project. (h) The Assisted Living Developer agrees to permit the City and any of its officers, employees or agents access to the Assisted Living Property for the purpose of inspection of all work being performed in connection with the Assisted Living Improvements; provided, however, that the City shall have no obligation to inspect such work. 5. City Costs. Assisted Living Developer shall pay all standard charges and fees due with respect to real estate developments and allocable to the Assisted Living Project under City ordinances and the City Code, including but not limited to, building permit fees, plat fees, inspection fees, storm water fees and the like. Assisted Living Developer shall also pay, upon demand and reasonable itemization thereof, all costs reasonably incurred by the City or Authority to third parties directly relating to this Addendum and the Assisted Living Improvements, and all costs of City services reasonably allocable to the foregoing. Assisted Living Developer acknowledges that the City and Authority have incurred and will continue to incur certain costs and expenses for services of the City's and Authority's attorneys and consultants retained for the purposes of preparing this Addendum and reviewing the proposed Assisted Living Improvements. The Assisted Living Developer agrees to pay to the City the amount of such attorneys' and consultants' costs and expenses. Within thirty (30) days after receipt of a request by the City, accompanied by invoices received from City or Authority attorneys and consultants clearly showing the work done and the basis of the fees and charges billed, the Assisted Living Developer shall pay to the City or Authority the amount of attorneys' and consultants' costs incurred by the City or Authority; provided that the obligation of the Assisted Living Developer extends only to the reasonable costs of City and Authority attorneys and consultants that are incurred for services reasonably required in connection with the foregoing unless otherwise consented to by the Assisted Living Developer. 6. Miscellaneous. Assisted Living Developer assumes and agrees to be bound by all obligations of the Original Developer set forth in Articles VII, VIII, IX and X of the Original Contract, but solely as and to the extent such obligations relate to the Assisted Living Improvements and the Assisted Living Property For the purposes of notice under Section 10.6 of the Original Contract, the Assisted Living Developer's address is: Lino Lakes Lodging, LLC, P.O. Box 647, Waite Park, MN 56387; Attention: Leon Heinen 7. Recording; Covenants Run With the Land. The Authority and City shall record this Addendum, at Assisted Living Developer's cost, in the appropriate property records of the County. The parties agree and understand that the covenants described in this Agreement run with the land and shall be binding on all present and future owners and occupants of the Assisted Living Property until termination of this Addendum in accordance with its terms. 6 8. Term of Agreement. This Addendum shall terminate upon the the Maturity Date; provided that notwithstanding the termination of this Addendum, the Restrictions shall remain in full force and effect until terminated in accordance with their terms. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of , 2009 by and , the President and Acting Executive Director of the Lino Lakes Economic Development Authority, on behalf of the Authority. Notary Public S-1 CITY OF LINO LAKES, MINNESOTA By Its Mayor By Its City Administrator STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA The foregoing instrument was acknowledged before me this day of , 2009 by John Bergeson and Daniel Tesch, the Mayor and Acting City Administrator of the City of Lino Lakes, Minnesota, on behalf of the City. Notary Public LINO LAKES LODGING, LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20_, by Lino Lakes Lodging, LLC, the on behalf of the company. Notary Public S-3 L SCHEDULE A DESCRIPTION OF ASSISTED LIVING PROPERTY Parcel Number Address 17-31-22-12-0061 725 Town Center Parkway Lino, Lakes, MN 55014-2179 Property Description Lot 4, Block 1, The Village No. 4, Subject to Ease of Rec SCHEDULE B CERTIFICATE OF COMPLETION WHEREAS, Lino Lakes Lodging, LLC ("Assisted Living Developer") is the owner and Developer of property in the City of Lino Lakes, Minnesota, described on Schedule A attached hereto and made a part hereof (the "Property"); and WHEREAS, the Property is subject to the provisions of a certain Addendum to Contract for Private Development Agreement (the "Addendum") dated November 23, 2009 by and between Assisted Living Developer and the Lino Lakes Economic Development Authority and the City of Lino Lakes, Minnesota (the "City"); and WHEREAS, Assisted Living Developer has fully and duly performed all of the covenants and conditions of Assisted Living Developer under the Agreement with respect to the completion of the Assisted Living Improvements (as defined in the Addendum); NOW, THEREFORE, it is hereby certified that all requirements of Assisted Living Developer under the Addendum with respect to the completion of the Assisted Living Improvements have been completed and duly and fully performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Addendum as they relate to the completion of the Assisted Living Improvements. All other covenants and conditions of the Addendum shall remain in effect and are not terminated hereby. Dated this day of STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA CITY OF LINO LAKES, MINNESOTA By Its The foregoing instrument was acknowledged before me this day of , 20 , by , the of the City of Lino Lakes, Minnesota. Notary Public B- 1 SCHEDULE C ASSESSMENT AGREEMENT THIS AGREEMENT is dated as of November 23, 2009, and is between the LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY (the "Authority"), and LINO LAKES LODGING, LLC, a Minnesota limited liability company (the "Company"). WHEREAS, on or before the date hereof the Authority, the City of Lino Lakes ("City") and the Company have entered into an Addendum to Contract for Private Development dated November 23, 2009 (the "Addendum") regarding the development of certain property in the City described as Lot 4, Block 1, The Village No. 4, Anoka County, Minnesota (the "Property"); and WHEREAS, pursuant to the Addendum the Company is obligated to construct certain improvements upon the Property, referred to in the Addendum as the Assisted Living Improvements; and WHEREAS, the Authority and Company desire to establish a minimum market value for the Property and the Assisted Living Improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and WHEREAS, the Authority and the County Assessor (the "Assessor") have reviewed the preliminary plans and specifications for the improvements and have inspected such improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The minimum market value which shall be assessed for ad valorem tax purposes for the Property together with the Assisted Living Improvements constructed thereon shall be $ as of January 2, 2011 notwithstanding the progress of construction by such date, and as of each January 2 thereafter until termination of this Agreement under Section 2 hereof. 2. The minimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of the following: (a) the date of receipt by the Authority of the final payment from Anoka County of Tax Increments from the 1'Ir District No. 1- 11, or (b) the Maturity Date as defined in the Addendum. The event referred to in Section 2(a) or (b) of this Agreement shall be evidenced by a certificate or affidavit executed by the Authority. 3. This Agreement shall be promptly recorded by the Authority. The Company shall pay all costs of recording. C-1 4. Neither the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifying the terms of the Addendum between the Authority and the Company. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Agreement. 7. In the event any provision of this Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or the Minimum Improvements or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement. 9. Except as provided in Section 8 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 10. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. This Document was drafted by: KENNEDY & GRAVEN, Chartered 470 US Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 C-2 IN WITNESS WHEREOF, the Authority has caused this Assessment Agreement to be executed in its name by its duly authorized officers and the Company has caused this Assessment Agreement to be executed in its corporate name. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 2009, before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the President and Acting Executive Director of the Lino Lakes Economic Development Authority (the "Authority") named in the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed on behalf of said Authority pursuant to a resolution of its governing body; and said and acknowledged said instrument to be the free act and deed of said Authority. Notary Public C-3 LINO LAKES LODGING, LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 20, by Lino Lakes Lodging, LLC, the on behalf of the company. Notary Public C-4 CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the aforementioned improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the values assigned to the land and improvements are reasonable. ANOKA COUNTYASSESSOR By Its STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this day of 2009 by , the of Anoka County. Notary Public C-5