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Home My WebLink About07-22-2019 EDA PacketLINO LAKES ECONOMIC DEVELOPMENT AUTHORITY MEETING Monday, July 22, 2019 Immediately Following Regular City Council Meeting City Council Chambers 1. Call to Order and Roll Call 2. Consideration of Minutes of February 11, 2019 3. Action Items A) Lyngblomsten Senior Community, Michael Grochala i. Consider Resolution No. 19-01, Approving Tax Increment Financing Plan for District 1-13. ii. Consider Resolution No 19-02, Approving Contract for Private Development 4. Adjourn EDA MINUTES February 11, 2019 DRAFT 1 DATE : February 11, 2019 TIME STARTED : 6:55 p.m. TIME ENDED : 7:05 p.m. MEMBERS PRESENT : EDA Members Stoesz, Reinert, Rafferty, Maher, Manthey MEMBERS ABSENT : None OTHERS PRESENT: : Community Development Director Michael Grochala; City Administrator Jeff Karlson; City Clerk Julie Bartell The meeting was called to order at 6:55 p.m. by EDA President Manthey. CONSIDERATION OF THE MINUTES OF FEBRUARY, 2018 February 12, 2018 February 12, 2018 (Closed) February 26, 2018 (Closed) Economic Development Authority (EDA) Member Stoesz moved to approve the minutes as presented. EDA Member Maher seconded the motion. Motion carried on a voice vote. ACTION ITEMS A. Consideration of 2019 Annual Appointments – Community Development Director Grochala reviewed the written report. The board (as the city council) had reviewed appointments at their worksession on February 4. The following appointments were agreed upon by the group (other appointments are traditional staff positions): President – Maher Vice President- Stoesz Treasurer – Rafferty Director Grochala noted that the council’s packet includes the history of appointments to these positions. EDA Member Reinert moved to approve the annual appointments as noted. EDA Member Maher seconded the motion. Motion carried on a voice vote. B. 2018 Annual Report – Community Development Director Grochala explained that the EDA is required to recap its activities on an annual basis. The 2018 Annual Report was reviewed. EDA Member Stoesz moved to accept the annual report as presented. EDA Member Maher seconded the motion. Motion carried on a voice vote. ADJOURNMENT There being no further business for consideration, the meeting was adjourned at 7:05 p.m. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY AGENDA ITEM 3A STAFF ORIGINATOR: Michael Grochala, Community Development Director MEETING DATE: July 22, 2019 TOPIC: Consider Resolution No. 19-01, Approving Tax Increment Financing Plan for District No. 1-13 Consider Resolution No. 19-02, Approving Contract for Private Development with Lyngblomsten VOTE REQUIRED: 3/5 BACKGROUND Lyngblomsten Senior Housing, Inc. is proposing to develop a 20 acre area located in the northwest quadrant of Hodgson Road and County Road J as a senior living community. The City Council approved the Preliminary Plat/PUD Development Stage Plan for the project on April 8, 2019. The project is proposed to include 20 rental cottage homes and a senior rental housing building consisting of both independent and assisted living units. A skilled nursing facility is also planned as part of the campus. The project, as proposed, addresses a number of City goals related to this area and will significantly reshape the NW quadrant of the 49/J intersection. The public benefits include: • Demolition and consolidation of existing underutilized properties including removal of four existing buildings. • Consolidation of multiple vacant or underutilized parcels and development of new commercial pad sites generating new commercial tax base. • Provides new right-of-way for both proposed and future County road improvements for both Hodgson and County Road J. • Constructs new turn lanes on Hodgson Road including the southbound approach to County Road J. • New public street improvements and consolidation of access points to Hodgson and CRJ to improve circulation, capacity and safety along the corridor. • Construction of nearly a ½ mile of new trail linking residents west of Hodgson Road with the existing trail system to the east. • Relocate and bury existing power lines running along the corridor. • Catalyst for additional roadway improvements by Anoka County and Ramsey County including striping and turn lane improvements on County Road J to increase capacity of roadway. • Extension of public water and sanitary sewer to areas currently without service. Will include main lines to service areas east of Hodgson Road. • Extension of trunk water main through development area shortening remaining looping needs for southwest area. • Creation of approximately 130 FTE jobs with average hourly wages of $22.50/hour. • Provision of variety of senior housing options not previously provided for in the City by a well-established twin city care provider. The developer has submitted an application for public assistance to offset land, infrastructure, and construction costs related to the senior building. The proposed public assistance would be provided in the form of Tax Increment Financing (TIF). The establishment of a Tax Increment Financing (TIF) District requires the preparation of a TIF plan and review by both the school district and county. The City Council has held seven meeting over the past 6 months to discuss the proposal for assistance. The outcome of those discussions have been incorporated into the development of the TIF plan and contract for private development. Tax Increment Financing (TIF) Plan The TIF plan provides the framework for the use of tax increment for development purposes. The plan includes the statutory authorization, purpose and objectives of the district. The City/EDA are proposing to establish a Housing District. The maximum duration of a housing district is 26 years from the date of receipt of the first increment. The TIF plan is proposing a maximum duration of 9 years. The primary purpose of the district is to aid in the construction of the proposed senior housing facility. Tax increment is intended to be used to offset costs related to land, building and infrastructure costs. The plan includes the City’s findings that, in our opinion, due to extraordinary costs associated with the project including land assembly, infrastructure and building, the project would not be reasonably expected to occur solely through private investment. The estimated public costs eligible for reimbursement from tax increment total $3,701,133. Tax increment revenues generated from the development are expected to equal this amount. Approval of the plan and determination of eligible costs does not obligate the City/EDA to any specific district duration or amount of assistance. No comments were received from Centennial School District or Anoka County. The City Council held a public hearing for the proposed plan on July 8, 2019. No public comment was received. Following the hearing, the City Council adopted Resolution No. 19-85 approving the plan. Contract for Private Development Based on an analysis of the information provided by Lyngblomsten, staff and the City’s financial consultants are recommending providing $3,600,000 in assistance over a period of approximately 9 years. The assistance will be provided as follows: 1. $382,000 from the Willow Ponds TIF District 1-5 for Qualified Development Costs 2. TIF in the amount of $3,218,000 for Qualified Development Costs The assistance from TIF District 1-13 will be on a “pay as you go” basis for site improvements, building and infrastructure costs. The EDA will issue a “note” in the amount of $3,218,000 in exchange for the improvements identified in the agreement. The developer will be reimbursed by tax increments generated by the development on an annual basis. The TIF note is expected to be paid off within 8.5 years based on an initial taxable market value of $28,993,000. Should the taxable market value increase the note will be paid off sooner. The contract does includes a provision to reduce the principal of the TIF note based on actual construction costs. The potential reduction is capped at $160,900 which represents a pro-rata share of any project cost savings. Additionally, the contract includes provisions for the EDA to share in the profit of any land sale proceeds for the commercial area if said proceeds exceed 105% of the developer’s acquisition costs. A summary of the provisions of the Contract for Private Development, prepared by Kennedy & Graven, is attached. Julie Eddington, the EDA’s Development Consul will be present at the meeting to address any questions from the Board. EDAC Recommendation The City’s Economic Development Advisory Committee reviewed the project and recommended approval of the TIF plan and contract. RECOMMENDATION The proposed project will increase the City’s tax base, provide senior housing opportunities, provide needed infrastructure improvements and serve as a catalyst for redevelopment of an important community gateway. Staff is recommending approval of Resolution No. 19-01 and Resolution No. 19-02. ATTACHMENTS 1. Map of TIF District 1-13 2. Resolution No. 19-01 3. TIF Plan for District 1-13 4. Resolution No. 19-02 5. Summary of Contract for Private Development 6. Contract for Private Development 0$7&+/,1(0$7&+/,1($&&(66,%/(6<0%2/7<3$&&(66,%/(6,*17<3'''%%%%%%%%%%%% ; 67$//67<33$,17675,3(# 2&:,7+:25'6123$5.,1*7<3$&&(66,%/(6<0%2/7<3123$5.,1 * 123$5.,1 * 123$5.,1 * 123$5.,1 *3$,17675,3(# 2&:,7+:25'6123$5.,1*7<3$&&(66,%/(6,*17<3 ; 67$//67<3 ; 67$//67<312.00':+,7(3$,17675,3( ; 67$//67<312 3$5.,1* 12 3$5.,1*3$,17675,3(# 2&:,7+:25'6123$5.,1*7<3$&&(66,%/(6<0%2/7<3$&&(66,%/(6,*17<33$5.,1*7<3,&$/19.01' (TYP) 16.00' (TYP) ; 67$//67<3&21&5(7((175$1&(&21&5(7((175$1&( ; 67$//67<3%&/8%+286(5(67$85$175()(572$5&+,7(&785$/)25/$<287$1'',0(16,2165()(572$5&+,7(&785$/)25/$<287$1'',0(16,216727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 3$,17('',5(&7,21$/$552:7<3,&$/*$5'(1$5($14.00'0$,13$5.,1*&/8%+286(3$5.,1*727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 1257+:(673$5.,1*5(67$85$173$5.,1*727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 3$,17('',5(&7,21$/$552:7<3,&$/3$,17('',5(&7,21$/$552:7<3,&$/&21&5(7((175$1&(67236,*167236,*1123$5.,1*%0$,1%8,/',1*/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27/27727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 1257+($673$5.,1*&21&5(7((175$1&(14.00'14.00'12.00'14.00'14.00'14.00'12.00'12.00'13.92'+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(17+($9<'87<3$9(0(170(',80'87<3$9(0(170(',80'87<3$9(0(170(',80'87<3$9(0(170(',80'87<3$9(0(170(',80'87<3$9(0(170(',80'87<3$9(0(1738.01' ; 67$//67<3$&&(66,%/(6,*17<3$&&(66,%/(6<0%2/7<33$,17675,3(# 2&:,7+:25'6123$5.,1*7<312 3$5.,1* 12 3$5.,1*6287+3$5.,1*727$/67$//6$&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 5(7$,1,1*:$//5(7$,1,1*:$//:(7/$1'(;,67,1*<5+:/ 352326('<5+:/ (;,67,1*<5+:/ 352326('<5+:/ (;,67,1*<5+:/ 352326('<5+:/ 5()(572$5&+,7(&785$/)25/$<287$1'',0(16,216352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(352326('3523(57</,1(LANDSCAPE ARCHITECTURE SITE PLANNING CIVIL ENGINEERINGANDERSON - JOHNSONASSOCIATES,INC.7575 GOLDEN VALLEY ROAD SUITE 200 MINNEAPOLIS. MN 55427FAX (763) 544-0531 PH (763) 544-7129DateRegistration NumberCheckDrawnDate:CommI hereby certify that this plan, specification or report was prepared byme or under my direct supervision and that I am a duly Licensedunder the laws of the State ofRevisionsDescription Date NumScale:North6,7(3/$129(5$//'$9,'$5(<;;;;;;;;;;;%-''$5 &0,11(627$352)(66,21$/(1*,1((5/<1*%/2067(11415 ALMOND AVE WST. PAUL, MN 55108HODGSON ROADLINO LAKES, MN 55014/<1*%/2067(16(1,25&20081,7,(66,*1$*(.(<127(60Q087&'5[$0Q087&'5[%6,0,/$5720Q087&'5[3$5.,1*&127(6 5()(5726+((7&6,7(3/$11257+)25127(6 5()(5726+((7&*5$',1*$1''5$,1$*(3/$11257+)25*(1(5$/127(6/(*(1'5()(5(1&(.(<726,7('(7$,/6'(7$,/,'180%(5723'(7$,/6+((7180%(5%27720352326('&21&5(7(:$/.352326('&21&5(7(6/$%352326('/,*+7'87<%,780,12863$9(0(17352326('0(',80'87<%,780,12863$9(0(17352326('+($9<'87<%,780,12863$9(0(17352326('75$)),&&21752/6,*16,*1$*(.(<127(352326('%2//$5'3$,17('$&&(66,%/(6<0%2/352326('0$1+2/(0+352326('&$7&+%$6,1&%352326(')/$5('(1'6(&7,21)(6352326('+<'5$17+<'352326('*$7(9$/9(*9352326('3267,1',&$7259$/9(3,9352326(')/$*32/(5()(572$5&+,7(&785$/3/$16352326('%8,/',1*672235()(572$5&+,7(&785$/3/$16352326('/,*+732/(5()(572(/(&75,&$/3/$163523(57</,1($1C2.111257+($673$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 1257+:(673$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' &/8%+286(3$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 5(67$85$173$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 6287+3$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 0$,13$5.,1*727$/67$//6 $&&(66,%/(67$//65(48,5(' $&&(66,%/(67$//63529,'(' 6,7(67$7,67,&6030 60 LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 19-01 RESOLUTION APPROVING TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING (ECONOMIC DEVELOPMENT) DISTRICT NO. 1-13 WHEREAS, the City of Lino Lakes, Minnesota (the “City”) and the Lino Lakes Economic Development Authority (the “Authority”) have established, and the Authority administers, Development District No. 1 (the “Development District”) located within the City and have caused to be created a Development Plan (the “Development Plan”) therefor, pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as amended (the “EDA Act”); and WHEREAS, within the Development District the City and the Authority have created certain tax increment financing districts pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act ”); and WHEREAS, the City and the Authority have determined to approve a tax increment financing plan (the “TIF Plan”) relating to the creation of a new tax increment financing district within the Development District designated as the Tax Increment Financing (Housing) District No. 1-13 (the “TIF District”), all as described in a plan document presented to the Board of Commissioners of the Authority (the “Board”) on the date hereof; and WHEREAS, pursuant to Section 469.175, subd. 2a, of the TIF Act, the notice of public hearing for the creation of the TIF Plan was provided to the county commissioner who represents the area included in the TIF District at least 30 days before the publication of the notice; and WHEREAS, pursuant to Section 469.175, subdivision 2 of the TIF Act, the proposed TIF Plan and the estimates of the fiscal and economic implications of the TIF Plan were presented to the School Board of Independent School District No. 12 and to the County Board of Commissioners of Anoka County, Minnesota; and WHEREAS, on the date hereof, the City Council of the City (the “City Council”) conducted a public hearing relating to the TIF Plan and the establishment of the TIF District, at the views of all interested parties were heard at the public hearing; and WHEREAS, following the public hearing, the City Council approved the TIF Plan; and WHEREAS, the Board has reviewed the TIF Plan, as approved by the City Council; and NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Lino Lakes Economic Development Authority that: 1. TIF Plan for the TIF District is hereby approved. 2. The Board hereby makes all the findings set forth in the TIF Plan, which document is incorporated herein by reference. 3. Authority staff and consultants are authorized to take all actions necessary to implement the TIF Plan. 2 Approved by the Board of Commissioners of the Lino Lakes Economic Development Authority this 22nd day of July, 2019. President ATTEST: Executive Director 3 588953v.1(JAE) LN140-120 City of Lino Lakes, Minnesota Lino Lakes Economic Development Authority Tax Increment Financing Plan for Tax Increment Financing (Housing) District No. 1-13 (Lyngblomsten Senior Housing Project) Within Development District No. 1 Dated: June 24, 2019 Public Hearing Scheduled: July 8, 2019 Approval by City Council: July 8, 2019 Lino Lakes Economic Development Authority, Minnesota TABLE OF CONTENTS Section Page(s) A. Definitions ...................................................................................................................... 1 B. Statutory Authorization ................................................................................................... 1 C. Statement of Need and Public Purpose ......................................................................... 1 D. Statement of Objectives ................................................................................................. 1 E. Designation of Tax Increment Financing District as a Housing District .......................... 2 F. Duration of the TIF District ............................................................................................. 3 G. Property to be Included in the TIF District ...................................................................... 3 H. Property to be Acquired in the TIF District ..................................................................... 3 I. Specific Development Expected to Occur Within the TIF District ................................... 3 J. Findings and Need for Tax Increment Financing ........................................................... 4 K. Estimated Public Costs .................................................................................................. 4 L. Estimated Sources of Revenue ..................................................................................... 5 M. Estimated Amount of Bonded Indebtedness .................................................................. 5 N. Original Net Tax Capacity .............................................................................................. 5 O. Original Tax Capacity Rate ............................................................................................ 6 P. Projected Retained Captured Net Tax Capacity and Projected Tax Increment ............. 6 Q. Use of Tax Increment ..................................................................................................... 7 R. Excess Tax Increment ................................................................................................... 8 S. Tax Increment Pooling and the Five-Year Rule ............................................................. 8 T. Limitation on Administrative Expenses .......................................................................... 8 U. Limitation on Property Not Subject to Improvements - Four Year Rule ......................... 8 V. Estimated Impact on Other Taxing Jurisdictions ............................................................ 9 W. Prior Planned Improvements ......................................................................................... 9 X. Development Agreements ............................................................................................. 10 Y. Assessment Agreements ............................................................................................... 10 Z. Modifications of the Tax Increment Financing Plan ....................................................... 10 AA. Administration of the Tax Increment Financing Plan ...................................................... 10 AB. Filing TIF Plan, Financial Reporting and Disclosure Requirements ............................... 11 Map of the Tax Increment Financing District and Development District .............................................. EXHIBIT I TIF District Assumptions Report ......................................................................................................... EXHIBIT II Projected Tax Increment Report ......................................................................................................... EXHIBIT III Estimated Impact on Other Taxing Jurisdictions Report ..................................................................... EXHIBIT IV Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 1 Section A Definitions The terms defined in this section have the meanings given herein, unless the context in which they are used indicates a different meaning: "Authority" means the Lino Lakes Economic Development Authority. “City" means the City of Lino Lakes, Minnesota; also referred to as a "Municipality". "City Council" means the City Council of the City; also referred to as the "Governing Body". "County" means Anoka County, Minnesota. "Development District" means Development District No. 1 in the City, which is described in the corresponding Development Program. "Development Program" means the Development Program for the Development District. "Project Area" means the geographic area of the Development District. "School District" means Independent School District No. 12, Minnesota. "State" means the State of Minnesota. "TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1794, both inclusive. "TIF District" means Tax Increment Financing (Housing) District No. 1-13. "TIF Plan" means the tax increment financing plan for the TIF District (this document). Section B Statutory Authorization The Development District Act authorizes the City and Authority, upon certain public purpose findings by the City Council, to establish and designate development districts within the City and to develop and administer development programs therefore to meet the needs and accomplish the public purposes specified in Section C. In accordance with the purposes set forth in Section 469.124 of the Development District Act, the City Council and Authority have established the Development District comprising the area described in Section E and have adopted this Development Program. Section C Statement of Need and Public Purpose The City Council and Authority have determined that there is a need for the City to take certain actions they deem necessary in order to encourage, ensure and facilitate development and redevelopment by the private sector of underutilized, inappropriately used and unused land located within the corporate limits of the City. Such actions are necessary in order to provide additional employment opportunities for residents of the City and the surrounding area; to improve the tax base of the City, the County and the School District, thereby enabling them to better provide needed public services; and to improve the general economy of the City, the County and the State. Section D Statement of Objectives The Authority seeks to achieve the following objectives through the establishment of TIF District No. 1-13: Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 2 1. redevelop blighted areas as identified 2. provide housing opportunities within the community 3. provide employment opportunities within the community. 4. improve the tax base of Lino Lakes and the general economy of the City and State; 5. implement relevant portions of the Comprehensive Plan. The Authority’s specific purpose in establishing TIF District No. 1-13 is to aid in the construction of a senior living care campus comprising of independent living, assisted living, memory care, skilled care and detached townhomes of which the intended age for occupants is 55+. The Authority intends to use increment generated by the new development to assist with financing a portion of the extraordinary onsite and offsite costs directly related to the senior care building including acquisition, underground and surface parking, streets, public utilities, and public improvements to gain access to the site. Section E Designation of Tax Increment Financing District as a Housing District Pursuant to the TIF Act, the City seeks to create Tax Increment Financing (Housing) District No. 1-13 and adopt a TIF Plan for the TIF District. The City will review the TIF Plan prior to City adoption. TIF District No. 1-13 is a housing district. Housing districts are a type of tax increment financing district that consist of a project intended for occupancy, in part, by persons or families of low and moderate income. Low and moderate income is defined in federal, state, and municipal legislation. A project does not qualify if more than 20% of the square footage of buildings that receive assistance from tax increments consist of commercial, retail or other nonresidential use. In addition, housing districts are subject to various income limitations and requirements for residential property. For owner occupied residential property, 95% of the housing units must be initially purchased and occupied by individuals whose family income is less than or equal to the income requirements for qualified mortgage bond projects under section 143(f) of the Internal Revenue Code. For residential rental property, the property must satisfy the income requirements for a qualified residential rental project as defined in section 142(d) of the Internal Revenue Code. The TIF District meets the above qualifications for these reasons: 1. The planned improvements consist of the following: a. Approximately 150 total units, for which the following will apply: o 150-unit senior housing building with at least 20% (30) of the rental units will be occupied by persons with incomes no greater than 50% of county median income 2. At least 80% of the proposed development will be used for residential purposes. 3. The City will require in the development agreement that the income limitations for the rental units in the senior building will apply for the duration of the TIF District. Tax increments derived from a housing district must be used solely to finance the cost of housing projects as defined in section 469.174, subd. II and 469.176 of the TIF Act. The cost of public improvements directly related to the housing projects and the allocated administrative expenses of the City may be included in the cost of a housing project. The City anticipates using tax increment revenues to finance a portion of the extraordinary costs associated with providing the affordable housing units. Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 3 Section F Duration of the TIF District Housing districts may remain in existence 25 years from the date of receipt of the first tax increment. Modifications of this plan (see Section Z) shall not extend these limitations. Pursuant to Minnesota Statutes, Section 469.175, subd. 1(b), the Authority specifies 2022 as the first year in which it elects to receive tax increment from the TIF District, which is no later than four years following the year of approval of the TIF District. Thus, the Authority may collect increment from the district through December 31, 2047; however, the Authority anticipates decertifying the TIF District as early as possible with a projected maximum term of 8.5 years. All tax increments from taxes payable in the year the TIF District is decertified shall be paid to the Authority. Section G Property to be Included in the TIF District The TIF District comprises 1 parcel that contains an underutilized building that will be demolished prior to development. The total area of the TIF district also includes adjacent streets and right-of-way located within the Project Area and are described below. A map showing the location of the TIF District is shown in Exhibit I. Parcel Number Legal Description 31-31-22-43-0018 LOT 4 AUDITORS SUBDIVISION NO 107 TOG/W ELY 50 FT OF LOT 22 SD AUD SUB LYG BET WLY EXTNS OF N & S LINES OF SD LOT 4 It is anticipated the parcel listed above will be replatted prior to development and a portion of the property will be included within the boundaries of the TIF District. The area encompassed by the TIF District shall also include all street or utility right-of-ways located upon or adjacent to the property described above, as illustrated in the boundary map included in Exhibit I. Section H Property to be Acquired in the TIF District The Authority may acquire and sell any or all of the property located within the TIF District; however, the Authority does not anticipate acquiring any such property at this time. Section I Specific Development Expected to Occur Within the TIF District The proposed project includes the development of property within the City to include a senior care campus with independent living, assisted living, memory care and skilled care units in one building with an underground parking structure. The skilled care portion of the building is a non-residential use that will be less than 20% of the square footage of the entire building. In addition to the senior building will be the construction of 20 detached townhomes and community clubhouse. In order to comply with Minnesota Statutes for designation of a Housing TIF District, at least 20% of the units will be restricted for persons or families with incomes at or below 50% of area median income. The Authority has identified significant costs related to construction of the project including acquisition, site development, infrastructure and public improvements that are deemed necessary for the project to proceed. The Authority anticipates providing financial assistance for the costs associated with the provision of affordable housing, acquisition and redevelopment of the entire property site and also to finance certain public improvements directly related to the housing development project. The Authority may also use available tax increment revenues to finance a portion of the eligible related administrative expenses. Demolition and subsequent construction of the new development on the project site is projected to start in late 2019. The project is expected to be fully constructed by December 31, 2020 and be 100% assessed and on the tax rolls as of January 2, 2021 for taxes payable 2022. Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 4 Section J Findings and Need for Tax Increment Financing In establishing the TIF District, the City makes the following findings: (1) The TIF District qualifies as a housing district. See Section G of this document for the reasons and facts supporting this finding. (2) The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future. The proposed development is expected to consist of approximately 150 senior housing units comprising of independent living, assisted living and memory care units. The City’s finding that the proposed development would be unlikely to occur solely through private investment within the reasonably foreseeable future is based on an analysis of the project pro forma and other materials submitted to the City by the developer. These documents have indicated that due to the significant costs associated with assembling the project site and construction of the senior housing project will result in returns that are not sufficient to support development, thereby making this housing development infeasible without public assistance. There are significant development costs associated with acquisition, demolition, installation of new infrastructure and structured parking. Therefore, the developer has indicated in communications with the City and submitted financial data that the development as proposed would not move forward without tax increment assistance. (3) The TIF Plan conforms to the general plan for development or redevelopment of the City as a whole. The reasons and facts supporting this finding are that the City Council of the City has found the TIF plan consistent with the general plan for development of the city as a whole and will generally complement and serve to implement policies adopted in the City's comprehensive plan. (4) The TIF Plan will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development of the Project Area by private enterprise. Through the implementation of the TIF Plan, the City will provide an impetus for a new senior care campus, of which a portion of the units will be affordable, which complements the overall housing needs of the City and helps support other private types of development by providing a range of housing opportunities for residents and workers within the City. Section K Estimated Public Costs The estimated public costs of the TIF District are listed below. Such costs are eligible for reimbursement from tax increments of the TIF District. Land/Building acquisition 888,000 Site Improvements/Preparation costs 2,330,000 Utilities 0 Other Housing Improvements 298,075 Administrative expenses 185,058 Subtotal Interest expenses 0 Total 3,701,133 Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 5 The Authority anticipates using tax increment to the extent available to finance affordable housing costs, site improvement/preparation costs, public improvement infrastructure costs, land acquisition and related administrative expenses, and other TIF-eligible expenditures as deemed necessary and related to redevelopment of the project site. The Authority reserves the right to administratively adjust the amount of any of the items listed above or to incorporate additional eligible items, so long as the total estimated public cost ($3,701,133) is not increased. The Authority also reserves the right to fund any of the identified costs with any other legally available revenues, such as grants and/or loans, but anticipates that such costs will be primarily financed with tax increments. Section L Estimated Sources of Revenue Tax Increment revenue 3,701,133 Interest on invested funds 0 Land Sale Proceeds 0 Other 0 Total 3,701,133 The Authority anticipates providing financial assistance on a pay-as-you-go basis for acquisition and site improvement and infrastructure costs, as well as other TIF-eligible expenses related to the proposed development. As tax increments are collected from the TIF District in future years, a portion of these taxes will be used by the Authority to reimburse the developer/owner for public costs incurred (see Section K). The Authority reserves the right to finance any or all public costs of the TIF District using pay-as-you-go assistance, internal funding, general obligation or revenue debt, or any other financing mechanism authorized by law. The Authority also reserves the right to use other sources of revenue legally applicable to the Project Area to pay for such costs including, but not limited to, special assessments, utility revenues, federal or state funds, and investment income. Section M Estimated Amount of Bonded Indebtedness The maximum principal amount of bonds (as defined in the TIF Act) secured in whole or part with tax increment from the TIF District is $3,701,133. The Authority currently plans to finance the improvement costs in the form of a pay-as- you go revenue note but reserves the right to issue bonds in any form, including without limitation any interfund loan with interest not to exceed the maximum permitted under Section 469.178, subd. 7 of the TIF Act. Section N Original Net Tax Capacity The County Auditor shall certify the original net tax capacity of the TIF District. This value will be equal to the total net tax capacity of all property in the TIF District as certified by the State Commissioner of Revenue. For districts certified between January 1 and June 30, inclusive, this value is based on the previous assessment year. For districts certified between July 1 and December 31, inclusive, this value is based on the current assessment year. The Estimated Market Value of all property within the TIF District as of January 2, 2018, for taxes payable in 2019, is $908,400. Upon establishment of the district and subsequent reclassification of property, the estimated original net tax capacity of the TIF District is expected to be $11,355. This assumes the property is classified as residential rental with a classification rate of 1.25%. Each year the County Auditor shall certify the amount that the original net tax capacity has increased or decreased as a result of: (1) changes in the tax-exempt status of property; Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 6 (2) reductions or enlargements of the geographic area of the TIF District; (3) changes due to stipulation agreements or abatements; or (4) changes in property classification rates. Section O Original Tax Capacity Rate The County Auditor shall also certify the original tax capacity rate of the TIF District. This rate shall be the sum of all local tax rates that apply to property in the TIF District. This rate shall be for the same taxes payable year as the original net tax capacity. In future years, the amount of tax increment generated by the TIF District will be calculated using the lesser of (a) the sum of the current local tax rates at that time or (b) the original tax capacity rate of the TIF District. The sum of all local tax rates that apply to property in the TIF District, for taxes levied in 2019 and payable in 2020, is not available at the time off drafting of this document. The County Auditor shall certify the amount for taxes payable 2020 as the original tax capacity rate of the TIF District once available assuming the request for certification is made between July 1, 2019 and June 30, 2020. For purposes of estimating the tax increment generated by the TIF District, the sum of the local tax rates for taxes levied in 2018 and payable in 2019, is 117.574% as shown below. 2018/2019 Taxing Jurisdiction Local Tax Rate City of Lino Lakes 41.817% Anoka County 34.473% ISD #12 35.984% Other 5.300% Total 117.574% Section P Projected Retained Captured Net Tax Capacity and Projected Tax Increment The Authority anticipates that the project will begin construction in fall 2019 and be 100% completed by December 31, 2020, creating a total tax capacity for TIF District No. 1-13 of $362,388 as of January 2, 2021. The captured tax capacity as of that date is estimated to be $351,033 and the first year of tax increment is estimated to be $390,675 payable in 2019. A complete schedule of estimated tax increment from the TIF District is shown in Exhibit III. The estimates shown in this TIF plan assume that residential rental class rates remain at 1.25% of the estimated taxable value and include 0% annual increases in market values. Each year the County Auditor shall determine the current net tax capacity of all property in the TIF District. To the extent that this total exceeds the original net tax capacity, the difference shall be known as the captured net tax capacity of the TIF District. The County Auditor shall certify to the City the amount of captured net tax capacity each year. The City may choose to retain any or all of this amount. It is the City's intention to retain 100% of the captured net tax capacity of the TIF District. Such amount shall be known as the retained captured net tax capacity of the TIF District. Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 7 Exhibit II gives a listing of the various information and assumptions used in preparing a number of the exhibits contained in this TIF Plan, including Exhibit III which shows the projected tax increment generated over the anticipated life of the TIF District. Section Q Use of Tax Increment Each year the County Treasurer shall deduct 0.36% of the annual tax increment generated by the TIF District and pay such amount to the State's General Fund. Such amounts will be appropriated to the State Auditor for the cost of financial reporting and auditing of tax increment financing information throughout the state. Exhibit III shows the projected deduction for this purpose over the anticipated life of the TIF District. The City has determined that it will use 100% of the remaining tax increment generated by the TIF District for any of the following purposes: (1) Pay for the estimated public costs of the TIF District (see Section K) and County administrative costs associated with the TIF District (see Section T); (2) pay principal and interest on one or more pay-as-you-go notes, tax increment bonds or other bonds issued to finance the estimated public costs of the TIF District; (3) accumulate a reserve securing the payment of tax increment bonds or other bonds issued to finance the estimated public costs of the TIF District; (4) pay all or a portion of the county road costs as may be required by the County Board under M.S. Section 469.175, Subdivision 1a; or (5) return excess tax increments to the County Auditor for redistribution to the City, County and School District. Tax increments from property located in one county must be expended for the direct and primary benefit of a project located within that county, unless the county board involved waives this requirement. Tax increments shall not be used to circumvent levy limitations applicable to the City. Tax increment derived from the TIF District must be used solely to finance the cost of housing projects (including administrative expenses and public improvement costs) as defined in Section 469.174, Subdivision 11 of the Tax Increment Act and subject to the requirements set forth in Section 469.1761 of the Tax Increment Act. Tax increment shall not be used to finance the acquisition, construction, renovation, operation, or maintenance of a building to be used primarily and regularly for conducting the business of a municipality, county, school district, or any other local unit of government or the State or federal government. Further, tax increments may not be used to finance: a commons area used as a public park; facilities used for social or recreational purposes (whether public or private); or publicly-owned facilities used for conference purposes; provided that tax increment may be used for a privately owned conference facility, and for parking structures whether public or privately owned and whether or not they are ancillary to one of the otherwise prohibited uses described above. If there exists any type of agreement or arrangement providing for the developer, or other beneficiary of assistance, to repay all or a portion of the assistance that was paid or financed with tax increments, such payments shall be subject to all of the restrictions imposed on the use of tax increments. Assistance includes sale of property at less than the cost of acquisition or fair market value, grants, ground or other leases at less then fair market rent, interest rate subsidies, utility service connections, roads, or other similar assistance that would otherwise be paid for by the developer or beneficiary. Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 8 Section R Excess Tax Increment Beginning with the sixth year after certification of the TIF District, any year in which the tax increments from the TIF District exceed the amount necessary to pay the estimated public costs authorized by the TIF Plan, the City shall use the excess tax increments to: (1) prepay any outstanding tax increment bonds; (2) discharge the pledge of tax increments thereof; (3) pay amounts into an escrow account dedicated to the payment of the tax increment bonds; or (4) return excess tax increments to the County Auditor for redistribution to the City, County and School District. The County Auditor must report to the Commissioner of Education the amount of any excess tax increment redistributed to the School District within 30 days of such redistribution. Section S Tax Increment Pooling and the Five-Year Rule As permitted under Minnesota Statutes, Section 469.1763, subdivision 2(b) and subdivision 3(a)(5), any expenditures of increment from the TIF District to pay the cost of a “housing project” as defined in Minnesota Statutes, Section 469.174, subd. 11 will be treated as an expenditure within the district for the purposes of the “pooling rules” and the “five-year rule”. The City does not currently anticipate that tax increments will be spent outside the TIF District (except allowable administrative expenses), but such expenditures are expressly authorized in this TIF Plan. The Authority does not expect that allowable pooling expenditures will be made outside of the TIF District, but such expenditures are expressly authorized in this TIF Plan. Section T Limitation on Administrative Expenses Administrative expenses are defined as all costs of the Authority other than: (1) amounts paid for the purchase of land; (2) amounts paid for materials and services, including architectural and engineering services directly connected with the proposed development within the TIF District; (3) relocation benefits paid to, or services provided for, persons or businesses residing or located within the TIF District; or (4) amounts used to pay interest on, fund a reserve for, or sell at a discount, tax increment bonds. Administrative expenses include amounts paid for services provided by bond counsel, fiscal consultants, planning or economic development consultants, and actual costs incurred by the County in administering the TIF District. Tax increments may be used to pay administrative expenses of the TIF District up to the lesser of (a) 10% of the total tax increment expenditures authorized by the TIF Plan or (b) 10% of the total tax increments received by the District. Section U Limitation on Property Not Subject to Improvements - Four Year Rule If after four years from certification of the TIF District no demolition, rehabilitation, renovation, or qualified improvement of an adjacent street has commenced on a parcel located within the TIF District, then that parcel shall be excluded from the TIF District and the original net tax capacity shall be adjusted accordingly. Qualified Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 9 improvements of a street are limited to construction or opening of a new street, relocation of a street, or substantial reconstruction or rebuilding of an existing street. The City must submit to the County Auditor, by February 1 of the fifth year, evidence that the required activity has taken place for each parcel in the TIF District. If a parcel is excluded from the TIF District and the City or owner of the parcel subsequently commences any of the above activities, the City shall certify to the County Auditor that such activity has commenced, and the parcel shall once again be included in the TIF District. The County Auditor shall certify the net tax capacity of the parcel, as most recently certified by the Commissioner of Revenue, and add such amount to the original net tax capacity of the TIF District. Section V Estimated Impact on Other Taxing Jurisdictions Exhibit IV shows the estimated impact on other taxing jurisdictions if the maximum projected retained captured net tax capacity of the TIF District was hypothetically available to the other taxing jurisdictions. The City believes that there will be no adverse impact on other taxing jurisdictions during the life of the TIF District, since the proposed development would not have occurred without the establishment of the TIF District and the provision of public assistance. A positive impact on other taxing jurisdictions will occur when the TIF District is decertified and the development therein becomes part of the general tax base. The fiscal and economic implications of the proposed tax increment financing district, as pursuant to Minnesota Statutes, Section 469.175, Subdivision 2, are listed below. 1. The total amount of tax increment that will be generated over the life of the district is estimated to be $3,714,507. 2. To the extent the facility in the proposed TIF District generates any public cost impacts on city-provided services such as police and fire protection, public infrastructure, and borrowing costs attributable to the district, such costs will be levied upon the taxable net tax capacity of the City, excluding that portion captured by the District. The City does not plan to issue bonds in conjunction with this project. 3. The amount of tax increments over the life of the district that would be attributable to school district levies, assuming the school district’s share of the total local tax rate for all taxing jurisdictions remained the same, is estimated to be $1,136,840. 4. The amount of tax increments over the life of the district that would be attributable to county levies, assuming the county’s share of the total local tax rate for all taxing jurisdictions remained the same is estimated to be $1,089,103. 5. No additional information has been requested by the county or school district that would enable it to determine additional costs that will accrue to it due to the development proposed for the district. Section W Prior Planned Improvements The Authority shall accompany its request for certification to the County Auditor (or notice of district enlargement), with a listing of all properties within the TIF District for which building permits have been issued during the 18 months immediately preceding approval of the TIF Plan. The County Auditor shall increase the original net tax capacity of the TIF District by the net tax capacity of each improvement for which a building permit was issued. There have been no building permits issued in the last 18 months in conjunction with any of the properties within the TIF District. Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 10 Section X Development Agreements If within a project containing a housing district, more than 10% of the acreage of the property to be acquired by the Authority is purchased with tax increment bonds proceeds (to which tax increment from the property is pledged), then prior to such acquisition, the Authority must enter into an agreement for the development of the property. Such agreement must provide recourse for the Authority should the development not be completed. The Authority anticipates entering into an agreement for development but does not anticipate acquiring any property located within the TIF District. Section Y Assessment Agreements The City may, upon entering into a development agreement, also enter into an assessment agreement with any person, which establishes a minimum market value of the land and improvements for each year during the life of the TIF District. The assessment agreement shall be presented to the County or City Assessor who shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land, and so long as the minimum market value contained in the assessment agreement appears to be an accurate estimate, shall certify the assessment agreement as reasonable. The assessment agreement shall be filed for record in the office of the County Recorder of each county where the property is located. Any modification or premature termination of this agreement must first be approved by the City, County and School District. The Authority anticipates entering into an assessment agreement. Section Z Modifications of the Tax Increment Financing Plan Any reduction or enlargement in the geographic area of the Project Area or the TIF District; increase in the amount of bonded indebtedness to be incurred; increase in the amount of capitalized interest; increase in that portion of the captured net tax capacity to be retained by the City; increase in the total estimated capital and administrative costs; or designation of additional property to be acquired by the City shall be approved only after satisfying all the necessary requirements for approval of the original TIF Plan. This paragraph does not apply if: (1) the only modification is elimination of parcels from the TIF District; and (2) the current net tax capacity of the parcels eliminated equals or exceeds the net tax capacity of those parcels in the TIF District's original net tax capacity, or the City agrees that the TIF District's original net tax capacity will be reduced by no more than the current net tax capacity of the parcels eliminated. The City must notify the County Auditor of any modification that reduces or enlarges the geographic area of the TIF District. The geographic area of the TIF District may be reduced but not enlarged after five years following the date of certification. Section AA Administration of the Tax Increment Financing Plan Upon adoption of the TIF Plan, the City shall submit a copy of such plan to the Minnesota Department of Revenue and the Office of the State Auditor. The City shall also request that the County Auditor certify the original net tax capacity and net tax capacity rate of the TIF District. To assist the County Auditor in this process, the City shall submit copies of the TIF Plan, the resolution establishing the TIF District and adopting the TIF Plan, and a listing of any prior planned improvements. The City shall also send the County Assessor any assessment agreement Lino Lakes Economic Development Authority, Minnesota BAKER TILLY Page 11 establishing the minimum market value of land and improvements in the TIF District and shall request that the County Assessor review and certify this assessment agreement as reasonable. The County shall distribute to the City the amount of tax increment as it becomes available. The amount of tax increment in any year represents the applicable property taxes generated by the retained captured net tax capacity of the TIF District. The amount of tax increment may change due to development anticipated by the TIF Plan, other development, inflation of property values, or changes in property classification rates or formulas. In administering and implementing the TIF Plan, the following actions should occur on an annual basis: (1) prior to July 1, the City shall notify the County Assessor of any new development that has occurred in the TIF District during the past year to ensure that the new value will be recorded in a timely manner. (2) if the County Auditor receives the request for certification of a new TIF District, or for modification of an existing TIF District, before July 1, the request shall be recognized in determining local tax rates for the current and subsequent levy years. Requests received on or after July 1 shall be used to determine local tax rates in subsequent years. (3) each year the County Auditor shall certify the amount of the original net tax capacity of the TIF District. The amount certified shall reflect any changes that occur as a result of the following: (a) the value of property that changes from tax-exempt to taxable shall be added to the original net tax capacity of the TIF District. The reverse shall also apply; (b) the original net tax capacity may be modified by any approved enlargement or reduction of the TIF District; (c) if the TIF District is classified as an economic development district, then the original net tax capacity shall be increased by the amount of the annual adjustment factor; and (d) if laws governing the classification of real property cause changes to the percentage of estimated market value to be applied for property tax purposes, then the resulting increase or decrease in net tax capacity shall be applied proportionately to the original net tax capacity and the retained captured net tax capacity of the TIF District. The County Auditor shall notify the City of all changes made to the original net tax capacity of the TIF District. Section AB Filing TIF Plan, Financial Reporting and Disclosure Requirements The City will comply with all reporting requirements for the TIF District under Minnesota Statutes, Section 469.175, subdivisions 5 and 6. Exhibit I BAKER TILLY Page 12 MAP OF PROPOSED TAX INCREMENT FINANCING (HOUSING) DISTRICT NO. 1-13 Exhibit II BAKER TILLY Page 13 Assumptions Report City of Lino Lakes, Minnesota Tax Increment Financing (Housing) District No. 1-13 Lyngblomsten Site: Senior Care Campus Draft TIF Plan Exhibits: Updated Revenue Projections with $28,991,000 new value Type of Tax Increment Financing District Housing Maximum Duration of TIF District 25 years from 1st increment Projected Certification Request Date 12/30/19 Decertification Date 12/31/30 (9 Years of Increment) 2017/2018 Base Estimated Market Value $908,400 Original Net Tax Capacity $11,355 Assessment/Collection Year 2019/2020 2020/2021 2021/2022 2022/2023 Base Estimated Market Value $908,400 $908,400 $908,400 $908,400 Estimated Increase in Value - New Construction 0 0 28,082,600 28,082,600 Total Estimated Market Value 908,400 908,400 28,991,000 28,991,000 Total Net Tax Capacity $11,355 $11,355 $362,388 $362,388 City of Lino Lakes 41.817% Anoka County 34.473% Centennial SD #12 35.984% Other 5.300% Local Tax Capacity Rate 117.5740% 2018/2019 Fiscal Disparities Contribution From TIF District 0.0000% Administrative Retainage Percent (maximum = 10%) 5.00% Pooling Percent 0.00% Present Value Date & Rate 02/01/20 5.00% PV Amount $2,726,536 Notes Projections assume no future changes to classification rates and current tax rates remain constant. Projections are based on final pay 2019 rates. Projections assume project 100% completed in 2020 Projections assume no market value inflation. Exhibit III BAKER TILLY Page 14 Projected Tax Increment ReportCity of Lino Lakes, MinnesotaTax Increment Financing (Housing) District No. 1-13Lyngblomsten Site: Senior Care CampusDraft TIF Plan Exhibits: Updated Revenue Projections with $28,991,000 new valueLess: Retained Times: Less: Less: P.V.Annual Total Total Original Captured Tax Annual State Aud. Subtotal CityAnnual AnnualPeriod Market Net Tax Net Tax Net Tax Capacity Gross Tax Deduction Net Tax Retainage Net Net Rev. ToEnding Value (1)Capacity (2)Capacity (3)Capacity Rate (4)Increment 0.360% Increment 5.00% Revenue 02/01/20(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) 5.00%12/31/19 908,400 11,355 11,355 0 117.574% 0 0 0 0 0 012/31/20 908,400 11,355 11,355 0 117.574% 0 0 0 0 0 012/31/21 908,400 11,355 11,355 0 117.574% 0 0 0 0 0 012/31/22 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 * 337,48012/31/23 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 321,40912/31/24 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 306,10412/31/25 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 291,52812/31/26 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 277,64512/31/27 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 264,42412/31/28 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 251,83312/31/29 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 239,84112/31/30 28,991,000 362,388 11,355 351,033 117.574% 412,723 1,486 411,237 20,562 390,675 228,420$3,714,507 $13,374 $3,701,133 $185,058 $3,516,075 $2,518,684* City has the election to opt delay receipt of first increment up to 4 years from approval date. Further discussions regarding first year collection(1) Total estimated market value based on information provided by County Assessor, subject to further review very preliminary and subject to further review. Includes 0% annual market value inflator(2) Total net tax capacity based on residential rental class rate of 1.25% (3) Original net tax capacity based on portion of existing land value for 1 parcel to be included in development (4) Total local tax capacity rate for taxes payable 2019 Exhibit IV BAKER TILLY Page 15 Estimated Impact on Other Taxing Jurisdictions ReportCity of Lino Lakes, MinnesotaTax Increment Financing (Housing) District No. 1-13Lyngblomsten Site: Senior Care CampusDraft TIF Plan Exhibits: Updated Revenue Projections with $28,991,000 new valueWithoutProject or TIF District With Project and TIF DistrictFinal Projected Hypothetical2018/2019 2018/2019 Retained New Hypothetical Hypothetical Tax GeneratedTaxable 2018/2019 Taxable Captured Taxable Adjusted Decrease In by RetainedTaxing Net Tax Local Net Tax Net Tax Net Tax Local Local CapturedJurisdiction Capacity (1) Tax Rate Capacity (1) + Capacity = Capacity Tax Rate (*) Tax Rate (*) N.T.C. (*)City of Lino Lakes 20,757,860 41.817% 20,757,860 $351,033 21,108,89341.122% 0.695% 144,350Anoka County 335,542,347 34.473% 335,542,347 351,033 335,893,380 34.437% 0.036% 120,885Centennial SD #12 33,044,600 35.984% 33,044,600 351,033 33,395,633 35.606% 0.378% 124,988Other - 5.300% - - - 5.300% - -Totals 117.574% 116.464% 1.110% * Statement 1: If the projected Retained Captured Net Tax Capacity of the TIF District was hypothetically available to each ofthe taxing jurisdictions above, the result would be a lower local tax rate (see Hypothetical Adjusted Tax Rate above)which would produce the same amount of taxes for each taxing jurisdiction. In such a case, the total local tax ratewould decrease by 1.110% (see Hypothetical Decrease in Local Tax Rate above). The hypothetical tax that theRetained Captured Net Tax Capacity of the TIF District would generate is also shown above.Statement 2: Since the projected Retained Captured Net Tax Capacity of the TIF District is not available to the taxing jurisdictions,then there is no impact on taxes levied or local tax rates. (1) Taxable net tax capacity = total net tax capacity - captured TIF - fiscal disparity contribution, if applicable. (2) The impact on these taxing jurisdictions is negligible since they represent only 4.51% of the total tax rate. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA RESOLUTION NO. 19-02 RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AUTHORIZING THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE IN THE MAXIMUM PRINCIPAL AMOUNT OF $3,218,000 WHEREAS, the City of Lino Lakes (the “City”) and the Lino Lakes Economic Development Authority (the “Authority”) have approved a tax increment financing plan (the “TIF Plan”) relating to the creation of a new tax increment financing district within the Development District designated as the Tax Increment Financing (Housing) District No. 1-13 (the “TIF District”), all as described in a plan document presented to the Board of Commissioners of the Authority (the “Board”) on the date hereof; and WHEREAS, the Authority has caused to be drafted a Contract for Private Development (the “Contract”), between the Authority and Lyngblomsten Senior Housing, Inc. (the “Developer”), pursuant to which the Authority has agreement to provide financial assistance in the form of tax increment to the Developer and the Developer has agreed to develop and construct (i) a senior rental housing facility with approximately 142 units, comprised of approximately 92 independent living and approximately 50 assisted living units, with at least twenty percent (20%) of such units to be available to persons of low and moderate income, as described herein (the “Senior Building”); (ii) 20 detached townhomes; (iii) subject to obtaining the proper licensing from the State of Minnesota, approximately 56 units of skilled nursing to be constructed as part of the Senior Building or an expansion to the Senior Building; and (iv) a clubhouse for use by the residents of the Townhomes, the Senior Building, and the Skilled Nursing Units; and WHEREAS, pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue a note for the purpose of financing a portion of the public development costs of the Project. Such notes are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds; and WHEREAS, pursuant to the provisions of the Contract, the Authority agrees to issue a tax increment note to the Developer in the maximum amount of $3,218,000 (the “TIF Note”) to reimburse the Developer for costs related to the Senior Building if the conditions set forth in Contract are satisfied; BE IT RESOLVED BY the Board of Commissioners (“Board”) of the Lino Lakes Economic Development Authority, Minnesota (the “Authority”) as follows: Section 1. Authorizations. 1.01. Contract Approved. The Authority hereby authorizes the President and Executive Director to execute the Contract in substantially the form on file with the Authority, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. 1.02. Issuance of TIF Note. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue the TIF Note in the maximum aggregate principal amount of $3,218,000, for the purpose of financing costs related to the Senior Building. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Note is to be delivered, in accordance with Section 3.4 of the Agreement. Pursuant to the Agreement, the TIF Note shall be issued 2 to the Developer. The TIF Note shall be dated as of the date of delivery and shall not bear any interest. The Authority shall receive in exchange for the delivery of the TIF Note the payment by the Developer of the Senior Building Costs (as defined in the Agreement). The TIF Note will be delivered in accordance with the terms of Sections 3.5 and 3.6 of the Agreement. Section 2. Form of TIF Note. The TIF Note shall be in substantially the form attached to the Contract as Exhibit E, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF Note shall be issuable only in fully registered form. Principal of the TIF Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates. Principal of the TIF Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Note and the registration of transfers and exchanges of the TIF Note. (b) Transfer of TIF Note. Upon surrender for transfer of the TIF Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new TIF Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the TIF Note shall not be transferred to any person other than an affiliate, or other related entity, of the owner unless the Authority has been provided with a certificate of the transferor, in a form reasonably satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the TIF Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such TIF Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 3 (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the TIF Note is at any time registered in the bond register as the absolute owner of the TIF Note, whether the TIF Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of such TIF Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such TIF Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the TIF Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed TIF Note. In case any TIF Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Note or in lieu of and in substitution for such TIF Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of such TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The TIF Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. 3.04. Preparation and Delivery. The TIF Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the TIF Note shall cease to be such officer before the delivery of the TIF Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the TIF Note has been so executed, it shall be delivered by the Executive Director to the owner in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal on the TIF Note all Available Tax Increment as defined in the TIF Note. Available Tax Increment shall be applied to payment of the principal of the TIF Note in accordance with the terms of the form of TIF Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the TIF Note is no longer outstanding and no principal thereof remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of the TIF Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority’s account for TIF District No. 1-13 upon the payment of all principal to be paid with respect to the TIF Note. 4 Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the owner of the TIF Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the TIF Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Approved by the Board of Commissioners of the Lino Lakes Economic Development Authority this 22nd day of July, 2019. President ATTEST: Executive Director 583675v.2(JAE) LN140-120 Summary of Contract for Private Development with Lynglomsten Senior Housing, Inc. Minimum Improvements The Developer has agreed to construct: • Approximately 92 independent living units • Approximately 50 assisted living units • 20 detached townhomes • a clubhouse Purchase of Additional Property, Land Dedication and Infrastructure Improvements The Developer has agreed to purchase the property adjacent to the Tax Increment District and demolition certain buildings on the property. The Developer has agreed to dedicate right-of-way and easements to the City. The Developer has agreed to construct various public improvements, including: • Construction of local and County roads, including the construction of turn lanes • Relocation of Xcel power lines Skilled Nursing Units In addition, the Developer intends to build approximately 56 skilled nursing units if the following conditions are met: (i) the Developer is able to obtain the proper approvals to transfer beds to the TIF District Property from the State on terms and conditions reasonably acceptable by the Developer; (ii) the independent living and assisted living units have maintained at least a 90% occupancy rate for one year; (iii) the Developer is able to find financing for the Skilled Nursing Units from a lender with an interest rate of less than 6.0% per annum; and (iv) a feasibility study commissioned by the Developer or its lender shows that the Skilled Nursing Units are feasible in the market. If one or more of the conditions are not met, the Developer shall not be a default hereunder if the Developer does not build the Skilled Nursing Units. Affordability Covenants At least twenty percent (20%) of the independent living and assisted living units shall be available for occupancy by individuals or families whose income is fifty percent (50%) or less of the area median gross income. Qualified Development Costs Due to the constraints of a housing tax increment district, qualified costs must be solely related independent living and assisted living units. Qualified Development Costs include land acquisition for the independent living and assisted living units, demolition on the land for the independent living and assisted living units, the costs of constructing the underground parking related to the independent living and assisted living units, and the costs of constructing the independent living and assisted living units. Subsidy Provided to Project • TIF Note in the amount of $3,218,000 for Qualified Development Costs • $382,000 from Willow Ponds TIF District for Qualified Development Costs Reduction of Principal of TIF Note The principal amount of the Note will be reduced: • If the final construction costs of constructing the Minimum Improvements and the Infrastructure Improvements are less than estimated by the Developer at the time it sought assistance from the Authority, the principal amount of the TIF Note will be reduced by 5% of the difference between the initial estimated construction costs of the Minimum Improvements and the Infrastructure Improvements and the final construction costs of the Minimum Improvements and the Infrastructure Improvements. • If the final construction costs of constructing the Skilled Nursing Units are less than estimated by the Developer at the time it sought assistance from the Authority the principal amount of the TIF Note will be reduced by 5% of the difference between the initial estimated construction costs of the Skilled Nursing Units and the final construction costs of the Skilled Nursing Units. • If the Skilled Nursing Units are not commenced by August 1, 2027, the Authority shall reduce the principal amount of the TIF Note by 5%. • Notwithstanding the foregoing, the reductions of the TIF Note are capped at $160,900. Sale of Property In the first eight years following the date of this Agreement, if the Developer sells Parcel 2, Parcel 3, Parcel 4a, Parcel 4b, and/or Parcel 4c (as described in EXHIBIT I of the Agreement) for more than one hundred and five percent (105%) of the Developer’s cost for such parcel (including purchase price and all fees related to the purchase), the Developer shall pay to the Authority 45% of the profit obtained by Developer for such parcel. The cost of each parcel sold by the Developer shall be determined by dividing the gross land price paid by the Developer by the net developable acreage of the Development Property to determine a per square foot cost and multiplying the square footage cost by the number of square feet sold. The net developable acreage will be based on the final plat. Minimum Assessment Agreement Developer has agreed to a minimum assessment for property tax purposes of $28,993,000 for the property within the Tax Increment District for the term of the TIF Note. The County still needs to confirm this value. CONTRACT FOR PRIVATE DEVELOPMENT between LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY and LYNGBLOMSTEN SENIOR HOUSING, INC. Dated: July 23, 2019 This document was drafted by: KENNEDY & GRAVEN, Chartered (JAE) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: 612-337-9300 i TABLE OF CONTENTS Page PREAMBLE ....................................................................................................................................... 1 ARTICLE I Definitions Section 1.1. Definitions .................................................................................................................... 3 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority ................................................................................. 7 Section 2.2. Representations and Warranties by the Developer ...................................................... 7 ARTICLE III Tax Increment Financing Assistance Section 3.1. Status of TIF District Property ..................................................................................... 9 Section 3.2. Environmental Conditions ............................................................................................ 9 Section 3.3. Minimum Improvements and Infrastructure Improvements........................................ 9 Section 3.4. Development of Skilled Nursing Units ...................................................................... 10 Section 3.5. Reimbursement of Qualified Development Costs ..................................................... 10 Section 3.6. Issuance of TIF Note .................................................................................................. 11 Section 3.7. Reduction of TIF Note................................................................................................ 12 Section 3.8. Sale of Restaurant Parcel or Commercial Parcel ....................................................... 12 Section 3.9. City Development Agreement .................................................................................... 13 Section 3.10. Payment of Administrative Costs ............................................................................... 13 Section 3.11. Records ....................................................................................................................... 13 Section 3.12. Purpose of Assistance ................................................................................................. 13 ARTICLE IV Construction of Minimum Improvements and Infrastructure Improvements Section 4.1. Construction of Improvements ................................................................................... 14 Section 4.2. Construction Plans ...................................................................................................... 14 Section 4.3. Commencement and Completion of Construction ..................................................... 15 Section 4.4. Certificate of Completion ........................................................................................... 15 Section 4.5. Affordability Covenants; Qualification of TIF District ............................................. 16 Section 4.6. Affordability Housing Reporting ............................................................................... 17 Section 4.7 Senior Housing Covenant ........................................................................................... 17 Section 4.8 Uniformity of Finishes, Amenities ............................................................................. 17 ii ARTICLE V Insurance Section 5.1. Insurance ..................................................................................................................... 18 Section 5.2. Subordination .............................................................................................................. 19 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes ............................................................................. 20 Section 6.2. Reduction of Taxes ..................................................................................................... 20 Section 6.3. Qualifications .............................................................................................................. 20 Section 6.4. Minimum Assessment Agreement ............................................................................. 21 ARTICLE VII Other Financing Section 7.1. Generally ..................................................................................................................... 22 Section 7.2. Authority’s Option to Cure Default on Mortgage ...................................................... 22 Section 7.3. Modification; Subordination ...................................................................................... 22 Section 7.4. Termination ................................................................................................................ 22 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Development ............................................................................. 23 Section 8.2. Prohibition Against Developer’s Transfer of TIF District Property and Assignment of Agreement ................................................................................... 23 Section 8.3. Release and Indemnification Covenants .................................................................... 24 ARTICLE IX Events of Default Section 9.1. Events of Default Defined .......................................................................................... 26 Section 9.2. Remedies on Default .................................................................................................. 26 Section 9.3. Termination or Suspension of TIF Note .................................................................... 27 Section 9.4. No Remedy Exclusive ................................................................................................ 27 Section 9.5. No Additional Waiver Implied by One Waiver ........................................................ 27 Section 9.6. Attorneys’ Fees ........................................................................................................... 28 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable ................................. 29 Section 10.2. Equal Employment Opportunity ................................................................................ 29 Section 10.3. Restrictions on Use ..................................................................................................... 29 iii Section 10.4. Titles of Articles and Sections .................................................................................... 29 Section 10.5. Notices and Demands ................................................................................................. 29 Section 10.6. Counterparts ................................................................................................................ 30 Section 10.7. Recording .................................................................................................................... 30 Section 10.8. Amendment ................................................................................................................ 30 Section 10.9. Authority Approvals ................................................................................................... 30 Section 10.10. Termination ................................................................................................................ 30 Section 10.11. Choice of Law and Venue .......................................................................................... 30 TESTIMONIUM .............................................................................................................................. S-1 SIGNATURES ................................................................................................................................. S-1 EXHIBIT A TIF DISTRICT PROPERTY ................................................................................... A-1 EXHIBIT B CERTIFICATE OF COMPLETION ....................................................................... B-1 EXHIBIT C INFRASTRUCTURE IMPROVEMENTS ............................................................. C-1 EXHIBIT D LAND DEDICATION BY DEVELOPER ............................................................. D-1 EXHIBIT E FORM OF TIF NOTE .............................................................................................. E-1 EXHIBIT F FORM OF INVESTMENT LETTER ..................................................................... F-1 EXHIBIT G COMPLIANCE CERTIFICATE ............................................................................. G-1 EXHIBIT H FORM OF MINIMUM ASSESSMENT AGREEMENT ....................................... H-1 EXHIBIT I DEVELOPMENT PROPERTY ............................................................................... I-1 1 CONTRACT FOR PRIVATE DEVELOPMENT THIS CONTRACT FOR PRIVATE DEVELOPMENT, made as of the 23rd day of July, 2019 (the “Agreement”), is between the LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota (the “Authority”), and LYNGBLOMSTEN SENIOR HOUSING, INC., a Minnesota nonprofit corporation (the “Developer”). WITNESSETH: WHEREAS, the Authority and the City of Lino Lakes, Minnesota (the “City”) have undertaken a program to promote economic development and job opportunities and to promote the development of land which is underutilized within the City, and in connection created a Development District known as Development District No. 1 (the “Development District”) pursuant to Minnesota Statutes, Sections 469.124 to 469.133, as amended (the “Municipal Development Act”) which is administered by the Authority; and WHEREAS, the Authority approved Tax Increment Financing Plan for Tax Increment Financing (Housing) District No. 1-5 (the “Willow Ponds TIF District) on December 28, 1992 and the Authority has approximately $382,000 available from the Willow Ponds TIF District that may be used within the Development District for affordable housing; and WHEREAS, the City and the Authority have approved a Tax Increment Financing Plan for Tax Increment Financing (Housing) District No. 1-13 (the “TIF District”) pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “Tax Increment Act”), made up of certain property within the Development District; and WHEREAS, pursuant to the Municipal Development Act and the Minnesota Statutes Sections 469.090 through 469.1082, as amended (the “EDA Act”), the Authority is authorized to undertake certain activities to facilitate the development of real property by private enterprise, including development of affordable housing within the City; and WHEREAS, the Developer proposes to acquire certain property as legally described in EXHIBIT I attached hereto (the “Development Property”) and a portion of the Development Property as legally described in EXHIBIT A attached hereto will be included in the TIF District (the “TIF District Property”); and WHEREAS, the Developer proposes to construct a senior rental housing facility with approximately 142 units, comprised of approximately 92 independent living and approximately 50 assisted living units, with at least twenty percent (20%) of such units to be available to persons of low and moderate income, as described herein (the “Senior Housing Units”) upon a portion of the TIF District Property; and WHEREAS, the Developer anticipates that the cost of the land acquisition, construction of Minimum Improvements, the Skilled Nursing Units, and the Infrastructure Improvements (all as 2 defined herein) to be constructed by the Developer will be approximately $77,000,000, which investment would not be feasible but for the assistance of the Authority as contemplated herein; and WHEREAS, in order to achieve the objectives of the Development Program for the Development District and make the Senior Housing Units economically feasible for the Developer to construct, the Authority is prepared to reimburse the Developer for a portion of the development costs related to the Senior Housing Units; and WHEREAS, the Authority believes that the development of the Senior Housing Units within the TIF District pursuant to this Agreement, and fulfillment generally of this Agreement, is in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State of Minnesota and local laws and requirements under which the Senior Housing Units has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: (The remainder of this page is intentionally left blank.) 3 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Agreement” means this Contract for Private Development, as the same may be from time to time modified, amended, or supplemented. “Assisted Living Units” means units within the Senior Housing Units to be used as assisted living units. “Authority” means the Lino Lakes Economic Development Authority, a public body corporate and politic under the laws of the State. “Authority Representative” means the Executive Director of the Authority or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. “Authorizing Resolution” means the resolution of the Authority adopted by Authority Board on July 22, 2019, approving this Agreement and authorizing the issuance of the TIF Note. “Available Tax Increment,” means, on each Payment Date, ninety-five percent (95%) of the Tax Increment attributable to the TIF District Property and paid to the Authority by the County in the six months preceding the Payment Date. Available Tax Increment shall not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default under this Agreement. “Board” means the Board of Commissioners of the Authority. “Certificate of Completion” means the Certificate, in substantially the form attached as EXHIBIT B, provided to the Developer pursuant to Section 4.4 of this Agreement. “City” means the City of Lino Lakes, Minnesota. “Clubhouse” means an approximately 4,500 square feet clubhouse constructed on the TIF District Property to be open to residents of the Townhomes, the Senior Housing Units, and the Skilled Nursing Units. “Construction Plans” means the plans, specifications, drawings and related documents related to the Minimum Improvements, Skilled Nursing Units, and Infrastructure Improvements, which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) elevations (all sides, 4 including a building materials schedule); (5) landscape and grading plan; and (6) such other plans or supplements to the foregoing plans as the City may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. “County” means Anoka County, Minnesota. “Developer” means Lyngblomsten Senior Housing, Inc., a Minnesota nonprofit corporation, or its permitted successors and assigns. “Development District” means the Development District No. 1. “Development Program” means the Authority’s Development Program for the Development District, as amended. “Development Property” means the real property described in EXHIBIT I of this Agreement. “EDA Act” means Minnesota Statutes Sections 469.090 through 469.1082, as amended. “Event of Default” means an action by the Developer listed in Article IX of this Agreement. “Holder” means the owner of a Mortgage. “Independent Living Units” means units within the Senior Housing Units to be used as independent living units. “Infrastructure Improvements” means the infrastructure improvements to be constructed, installed, and paid for by the Developer as described in EXHIBIT C of this Agreement. “Material Change” means a change in construction plans that adversely affects generation of Tax Increment or materially changes the number of Senior Housing Units or the Townhomes. A material change in units includes a change of more or less than 3 units for each type of unit (Independent Living Unit, Assisted Living Unit, or Skilled Nursing Unit). “Minimum Assessment Agreement” means the Minimum Assessment Agreement described in Section 6.4 hereof and in substantially the form set forth in EXHIBIT H. “Minimum Improvements” means the construction by the Developer of the Senior Housing Units, the Townhomes, and the Clubhouse. “Minimum Market Value” means [$28,993,000], as set forth in the Minimum Assessment Agreement. “Mortgage” means any mortgage made by the Developer that is secured, in whole or in part, with the TIF District Property and that is a permitted encumbrance pursuant to the provisions of Article VII of this Agreement. 5 “Municipal Development Act” means Minnesota Statutes, Sections 469.124 to 469.133, as amended. “Payment Date” has the meaning given such term in the TIF Note. “Qualified Development Costs” means the costs of acquiring land within the TIF District in the maximum amount of $487,000, demolition and remediation directly related to the Senior Housing Units, parking improvements related to the Senior Housing Units, and costs of constructing the Senior Housing Units. “Senior Housing Units” means approximately 92 Independent Living Units and approximately 50 Assisted Living Units that shall be constructed as part of the Minimum Improvements, of which at least 20% will be occupied by persons with incomes no greater than 50% of the area median gross income. “Skilled Nursing Units” means approximately 56 units of skilled nursing units to be constructed as an expansion to the Senior Housing Units, subject to the provisions of Section 3.4 hereof. “State” means the State of Minnesota. “Tax Increment” means that portion of the real property taxes that is paid with respect to the TIF District and that is remitted to the Authority as tax increment pursuant to the Tax Increment Act. “Tax Increment Act” or “TIF Act” means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 through 469.1794, as amended. “Tax Increment District” or “TIF District” means the Tax Increment Financing (Housing) District No. 1-13, a housing tax increment financing district created by the City and the Authority. “Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for the Tax Increment Financing District 1-13 (Lyngblomsten Senior Housing Project), as approved by the City Council on July 8 , 2019, and as it may be amended. “Tax Official” means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. “Termination Date” means the earliest of (a) the date the TIF Note has been paid in full, defeased, or terminated in accordance with its terms; (b) the date following the 17th Payment Date for the TIF Note; or (c) the date of termination of the Note and this Agreement by the Authority due to an Event of Default as set forth in Section 9.2 hereof. “TIF District Property” means the real property described in EXHIBIT A of this Agreement. 6 “TIF Note” means a Tax Increment Revenue Note, substantially in the form attached hereto as EXHIBIT E, to be delivered by the Authority to the Developer in accordance with Section 3.6 hereof. “Townhomes” means 20 detached townhomes to be constructed on land adjacent to the Senior Housing Units. “Transfer” has the meaning set forth in Section 8.2(a) hereof. “Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements or Infrastructure Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement), including without limitation condemnation or threat of condemnation of any portion of the TIF District Property, which directly result in delays. Unavoidable Delays shall not include delays experienced by the Developer in obtaining permits or governmental approvals necessary to enable construction of the Minimum Improvements or Infrastructure Improvements by the dates such construction is required under Section 4.3 hereof, so long as the Construction Plans have been approved in accordance with Section 4.2 hereof. “Willow Ponds TIF District” means the Tax Increment Financing (Housing) District No. 1-5 approved by the Authority on December 28, 1992. (The remainder of this page is intentionally left blank.) 7 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is a public body corporate and politic under the laws of the State of Minnesota. Under the provisions of the Municipal Development Act and the EDA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority proposes to assist in financing the Qualified Development Costs in accordance with the terms of this Agreement to further the objectives of the Development Program. (c) The Authority finds that the Senior Housing Units are necessary to alleviate a shortage of, and maintain existing supplies of, decent, safe, and sanitary senior housing for persons of low or moderate income and their families as such income is determined pursuant to Section 4.5. Section 2.2. Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a nonprofit corporation, which is duly organized and in good standing under the laws of the State; the Developer is not in violation of any provisions of its bylaws or articles of incorporation; and the Developer is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its respective officers, directors, managers, governors or members (as applicable). (b) The Developer will construct the Minimum Improvements and the Infrastructure Improvements and cause the Minimum Improvements to be operated and maintained in accordance with the terms of this Agreement, the Development Program and all local, State and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Developer has received no notice or communication from any local, State or federal official that the activities of the 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 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. (d) The Developer will use its best efforts to obtain or cause to be obtained, 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 the Infrastructure Improvements may be lawfully 8 constructed. The Developer did not obtain a building permit for any portion of the Minimum Improvements before July 8, 2019, the date of approval of the TIF Plan for the TIF District. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement 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, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing, which default or breach might prevent the Developer from performing its obligations under this Agreement. (f) The Developer shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements or materially affecting Developer or its business which may delay or require changes in construction of the Minimum Improvements. (g) The Developer represents that no more than twenty percent (20%) of the square footage of the Senior Housing Units (the only housing units being financially subsidized with Available Tax Increment from the TIF District) will consist of commercial, retail or other nonresidential use. (h) The Developer represents that each Independent Living Unit and each Assisted Living Unit within the Senior Housing Units has facilities to cook (such as a microwave) and a bathroom. The Senior Housing Units may have nurse(s) or home health aide(s) on staff, but none of the Senior Housing Units will have 24-hour nursing care on-site (provided, however, that from time to time, a resident of the Senior Housing Units may have such services on a temporary basis, such as on a short-term basis following surgery, but in no event shall such services extend to the provision of ongoing skilled care). (The remainder of this page is intentionally left blank.) 9 ARTICLE III Tax Increment Financing Assistance Section 3.1. Status of TIF District Property. The Developer has acquired the Development Property. The Authority has no obligation to acquire the Development Property. Section 3.2. Environmental Conditions. (a) The Developer acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Development Property or the fitness of the Development Property for construction of the Minimum Improvements and the Infrastructure Improvements or any other purpose for which the Developer may make use of such property, and that the assistance provided to the Developer under this Agreement neither implies any responsibility by the Authority for any contamination of the Development Property nor imposes any obligation on the Authority to participate in any cleanup of the Development Property. (b) Without limiting its obligations under Section 8.3 hereof, the Developer further agrees that it will indemnify, defend, and hold harmless the Authority and its governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Development Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the indemnitees. Nothing in this section will be construed to limit or affect any limitations on liability of the Authority under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. Section 3.3. Minimum Improvements and Infrastructure Improvements. (a) The Developer shall cause to be constructed the following on the TIF District Property: (i) the Senior Housing Units; (ii) the Townhomes; and (iii) the Clubhouse. (b) The Developer shall dedicate land to the City or the County, as applicable, as described in EXHIBIT D. (c) The Developer shall construct the Infrastructure Improvements as described in EXHIBIT C. 10 (e) The Developer acknowledges and understands that all of the Assisted Living Units must include kitchen facilities or kitchenettes (sink, microwave, and compact refrigerator) and bathrooms. (f) The Developer further acknowledges and understands that no more than twenty percent (20%) of the square footage of buildings that receive assistance from tax increments may consist of commercial, retail, or other nonresidential uses. If the Developer constructs the Skilled Nursing Units within the building in which the Senior Housing Units are located or as an addition to the building in which the Senior Housing Units are located, the Skilled Nursing Units and all other commercial, retail, or other nonresidential uses within the building must not comprise more than twenty percent (20%) of such building. If the Skilled Nursing Units are constructed more than three years after the construction of the Senior Housing Units is completed, the expansion of the building in which the Senior Housing Units are located to include the Skilled Nursing Units may be treated as a separate building and will not be counted toward the 20% limit for commercial, retail or other nonresidential uses in such building. Section 3.4. Development of Skilled Nursing Units. The Developer intends to construct the Skilled Nursing Units as an addition to the building in which the Senior Housing Units are located at some point in the future but plans to construct the Skilled Nursing Units only if they are feasible for the market at the time construction commences. The Developer shall build the Skilled Nursing Units if the following conditions are met: (i) the Developer is able to obtain the proper approvals to transfer beds to the TIF District Property from the State on terms and conditions reasonably acceptable by the Developer; (ii) the Senior Housing Units have maintained at least a 90% occupancy rate for one year; (iii) the Developer is able to find financing for the Skilled Nursing Units from a lender with an interest rate of less than 6.0% per annum; and (iv) a feasibility study commissioned by the Developer or its lender shows that the Skilled Nursing Units are feasible in the market. If one or more of the conditions are not met, it shall not be a default hereunder if the Developer does not build the Skilled Nursing Units. Section 3.5. Reimbursement of Qualified Development Costs. (a) The Developer shall take all commercially reasonable action necessary to construct the Minimum Improvements and the Infrastructure Improvements. In order to make the development of the Senior Housing Units economically feasible, the Authority shall reimburse the Developer for Qualified Development Costs in the maximum amount of $3,600,000. (b) The Developer will be reimbursed for a portion of the Qualified Development Costs with the TIF Note described in Section 3.6 hereof. (c) The Developer will be reimbursed for a portion of the Qualified Development Costs with $382,000 in tax increment derived from the Willow Ponds TIF District following the submittal of written evidence in a form satisfactory to the Authority that the Developer has paid Qualified Development Costs in at least the amount of $382,000 (such costs shall be separate and distinct from the Qualified Development Costs the Developer must provide evidence of before the issuance of the TIF Note as required under Section 3.6(a)(i) hereof). 11 Section 3.6. Issuance of TIF Note. (a) Terms. In order to reimburse the Developer for a portion of the Qualified Development Costs related to development of the Senior Housing Units on the TIF District Property, the Authority shall issue and Developer shall purchase, for the consideration outlined herein, the TIF Note in the maximum principal amount of $3,218,000 in substantially the form set forth in EXHIBIT E attached hereto. The Authority and the Developer agree that the TIF Note shall be issued in consideration of the Developer paying the Qualified Development Costs. Before delivery of the TIF Note, the Developer shall have: (i) delivered to the Authority written evidence in a form satisfactory to the Authority that the Developer has paid Qualified Development Costs in at least the principal amount of the TIF Note; (ii) submitted the Construction Plans for the Minimum Improvements and Infrastructure Improvements to the Authority and obtained approval for the Construction Plans from the Authority; (iii) obtained all land use approvals necessary for the construction of the Minimum Improvements and the Infrastructure Improvements; (iv) submitted evidence that the Developer has obtained financing in accordance with Section 7.1 hereof; (v) completed construction of the Infrastructure Improvements; and (vi) delivered to the Authority an investment letter executed by the Developer in a form set forth in EXHIBIT F attached hereto. (b) Qualifications. The Developer understands and acknowledges that the Authority makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal on the TIF Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Developer may rely. If the total Qualified Development Costs exceed the principal amount of the TIF Note, such excess is the sole responsibility of Developer. (c) The Authority acknowledges that the Developer may assign the TIF Note to any lender that provides part of the financing for the acquisition of the Development Property or the construction of the Minimum Improvements and the Infrastructure Improvements. The Authority consents to such assignment, conditioned upon receipt of an investment letter from such lender in substantially the form set forth in EXHIBIT F attached hereto. 12 Section 3.7. Reduction of TIF Note. (a) The principal amount of the TIF Note will be reduced by the amount of any additional trunk credits or fee reductions the Developer receives from the City; provided that no reduction in the TIF Note will be made for the credits described in Section 3.9(b) hereof. At the request of the Developer, other than the credits described in Section 3.9(b), no additional trunk credits or fee reductions will be provided to the Developer for the Minimum Improvements, the Skilled Nursing Units, and the Infrastructure Improvements. (b) Within sixty (60) days of the completion of the construction of the Minimum Improvements and the Infrastructure Improvements, the Developer shall provide the Authority with final construction costs of the Minimum Improvements and the Infrastructure Improvements. If the final construction costs of constructing the Minimum Improvements and the Infrastructure Improvements are less than estimated by the Developer at the time it sought assistance from the Authority, the Authority shall reduce the principal amount of the TIF Note by 5% of the difference between the initial estimated construction costs of the Minimum Improvements and the Infrastructure Improvements and the final construction costs of the Minimum Improvements and the Infrastructure Improvements. (c) Within sixty (60) days of the completion of the construction of the Skilled Nursing Units (subject to the provisions of Section 3.4), the Developer shall provide the Authority with final construction costs of the Skilled Nursing Units. If the final construction costs of constructing the Skilled Nursing Units are less than estimated by the Developer at the time it sought assistance from the Authority, the Authority shall reduce the principal amount of the TIF Note by 5% of the difference between the initial estimated construction costs of the Skilled Nursing Units and the final construction costs of the Skilled Nursing Units. (d) If the Skilled Nursing Units are not commenced by August 1, 2027, the Authority shall reduce the principal amount of the TIF Note by 5%. (e) Notwithstanding anything to the contrary herein, the reductions of the TIF Note contemplated in this Section 3.7 collectively shall not reduce the principal amount of the TIF Note by more than $160,900. Section 3.8. Sale of Restaurant Parcel or Commercial Parcel. In the first eight years following the date of this Agreement, if the Developer sells Parcel 2, Parcel 3, Parcel 4a, Parcel 4b, and/or Parcel 4c (as described in EXHIBIT I) for more than one hundred and five percent (105%) of the Developer’s cost for such parcel (including purchase price and all fees related to the purchase), the Developer shall pay to the Authority 45% of the profit obtained by Developer for such parcel. The cost of each parcel sold by the Developer shall be determined by dividing the gross land price paid by the Developer by the net developable acreage of the Development Property to determine a per square foot cost and multiplying the square footage cost by the number of square feet sold. The net developable acreage will be based on the final plat. 13 Section 3.9. City Development Agreement. (a) As set forth in the Development Agreement to be entered into between the City and the Developer (the “Development Agreement”), the Developer will agree to construct the following public improvements for the City: public streets (including County road improvements), sanitary sewer, water main, storm sewer and ponds, trail and sidewalk. Pursuant to the Development Agreement, the Developer has also agreed to construct the following private improvements: private street, grading, storm ponds, and landscaping. (b) Pursuant to the Development Agreement, at such time as the Developer completes construction of the commercial development to be located at the Southeast quadrant of the Development Property, the Developer shall provide a monument sign at Southeast quadrant of Development Property which will provide space for the name of the City and its logo. The Developer will provide a license to the City for the installation and maintenance of the City’s signage on such monument, as shown on the final construction plans approved by the City. (c) Pursuant to City policies, it is expected that the Developer will receive credits from the City in the amount of approximately $300,000 for the Developer’s park dedication fees, trunk utility fees, and surface water management fees related to the Minimum Improvements in exchange for the Developer’s payment and construction of public trail improvements and oversized utility improvements for the Minimum Improvements. Such credit shall not reduce the amount of the TIF Note or any other subsidies provided to the Developer hereunder. Section 3.10. Payment of Administrative Costs. The Developer has deposited with the Authority $7,500 to pay Administrative Costs. The Authority will use such deposit to pay “Administrative Costs,” which term means out of pocket costs incurred by the Authority, together with staff and consultant costs of the Authority, all attributable to or incurred in connection with the negotiation, preparation or modification of this Agreement, the TIF Plan, and other documents and agreements in connection with the establishment of the TIF District and development of the TIF District Property, and not previously paid by Developer. If at any time the Authority determines that the deposit is insufficient to pay Administrative Costs, the Developer is obligated to pay such shortfall within 30 days after receipt of a written notice from the Authority containing evidence of the unpaid costs. If Administrative Costs incurred, and reasonably anticipated to be incurred are less than the deposit by the Developer, the Authority shall return to the Developer any funds not anticipated to be needed within thirty (30) days of the Certificate of Completion for the Minimum Improvements. Section 3.11. Records. The Authority and its representatives shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all books and records of Developer relating to the Minimum Improvements and the costs for which the Developer has been reimbursed with Tax Increment. Section 3.12. Purpose of Assistance. The parties agree and understand that the purpose of the Authority’s financial assistance to the Developer is to facilitate development of affordable residential senior rental housing for persons of low and moderate income, and is not a “business subsidy” within the meaning of Minnesota Statutes, Sections 116J.993 to 116J.995, as amended. 14 ARTICLE IV Construction of Minimum Improvements and Infrastructure Improvements Section 4.1. Construction of Improvements. The Developer agrees that it will construct the Minimum Improvements, Skilled Nursing Units, and the Infrastructure Improvements substantially in accordance with the approved Construction Plans and at all times prior to the Termination Date, will cause the Minimum Improvements and Skilled Nursing Units to be operated and maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Construction of the Skilled Nursing Units is subject to the provisions of Section 3.4 hereof. Section 4.2. Construction Plans. (a) Before commencing construction of the Minimum Improvements, Skilled Nursing Units, or the Infrastructure Improvements, the Developer shall submit to the Authority the Construction Plans for the Minimum Improvements, Skilled Nursing Units, or the Infrastructure Improvements (which may be submitted at separate times), as applicable. The Construction Plans shall provide for the construction of the Minimum Improvements, Skilled Nursing Units, or the Infrastructure Improvements, as applicable, and shall be in substantial conformity with the Development Program, this Agreement, and all applicable State and local laws and regulations. The Authority Representative will approve the Construction Plans in writing if: (i) the Construction Plans conform to all terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Development Program; (iii) the Construction Plans conform to all applicable federal, State and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements, Skilled Nursing Units (subject to Section 3.4 hereof), or the Infrastructure Improvements, as applicable; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Developer from all sources (including the Developer’s equity) for construction of the Minimum Improvements, Skilled Nursing Units, or the Infrastructure Improvements, as applicable; and (vi) no Event of Default has occurred and is continuing. Approval may be based upon a review by the City’s building official of the Construction Plans. No approval by the Authority Representative shall relieve the Developer of the obligation to comply with the terms of this Agreement or of the Development Program, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements, Skilled Nursing Units, and the Infrastructure Improvements in accordance therewith. No approval by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Developer in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefor, and shall be made within ten (10) days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within ten (10) days after written notification to the 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 Authority. The Authority Representative’s 15 approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements, Skilled Nursing Units, and the Infrastructure Improvements constructed in accordance with said plans) comply to the Authority’s satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any Material Change in the Construction Plans or any component thereof after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The Authority’s approval of any such change in the Construction Plans will not be unreasonably withheld. (c) The requirements of this Section 4.2 do not have any effect on the City’s general planning process and the timelines for submitting various planning and land use applications. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Infrastructure Improvements on or before May 31, 2020 and complete construction of the Infrastructure Improvements on or before December 31, 2021. Subject to Unavoidable Delays, the Developer shall commence construction of the Senior Housing Units and the Townhomes on or before May 31 , 2020 and complete construction of the Senior Housing Units and the Townhomes on or before December 31, 2024. Subject to Unavoidable Delays, the Developer shall commence construction of the Clubhouse on or before May 31, 2023 and complete construction of the Clubhouse on or before December 31, 2024. All work with respect to the Minimum Improvements, the Skilled Nursing Units, and the Infrastructure Improvements to be constructed or provided by the Developer shall be in substantial conformity with the Construction Plans as submitted by the Developer and approved by the Authority. The Developer agrees for itself, its successors, and assigns, and every successor in interest to the TIF District Property, or any part thereof, that the Developer, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the TIF District Property through the construction of the Minimum Improvements and Infrastructure Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3. After the date of this Agreement and until construction of the Minimum Improvements and Infrastructure Improvements have been completed, the Developer shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Developer with respect to such construction. Section 4.4. Certificate of Completion. (a) Promptly after completion of the Minimum Improvements, Skilled Nursing Units, and Infrastructure Improvements in accordance with those provisions of the Agreement relating 16 solely to the obligations of the Developer to construct the Minimum Improvements (including the dates for beginning and completion thereof), the Authority Representative will furnish the Developer with a Certificate of Completion shown as EXHIBIT B attached hereto. If requested, separate Certificates of Completion will be issued for the Senior Housing Units, the Townhomes, the Clubhouse, the Skilled Nursing Units, and the Infrastructure Improvements. (b) If the Authority Representative shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4, the Authority Representative shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such certification. (c) Regardless of whether a Certificate of Completion is issued by the Authority, the construction of the Minimum Improvements shall be deemed to be complete upon issuance of a certificate of occupancy by the City. Section 4.5. Affordability Covenants; Qualification of TIF District. The Authority and the Developer understand and agree that the TIF District constitutes a “housing district” under Section 469.174, subdivision 11 and Section 469.1761 of the TIF Act. In that regard, the Developer agrees that the Senior Housing Units are subject to the following affordability covenants: (a) At all times from initial occupancy of the Senior Housing Units through the Termination Date, the Senior Housing Units must comply with Section 469.1761, subdivision 3 of the TIF Act, which requires that the Senior Housing Units satisfy the income requirements for a qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. (b) In consideration of the financial assistance provided by this Agreement (from tax increment), the Developer represents and covenants that from the date the Senior Housing Units is initially occupied through the Termination Date, at least twenty percent (20%) of the residential units in the Senior Housing Units shall be available for occupancy by individuals or families whose income is fifty percent (50%) or less of the area median gross income. (c) If the Authority receives notice from the State Department of Revenue, the State Auditor, any Tax Official or any court of competent jurisdiction that the TIF District does not qualify as a “housing district,” due to the action or inaction of the Developer, such event shall be deemed an Event of Default under this Agreement; provided, however, that the Authority may not exercise any remedy under this Agreement so long as such determination is being contested and has not been finally adjudicated. In addition to any remedies available to the Authority under Article IX hereof, the Developer shall indemnify, defend and hold harmless the Authority for any damages or costs resulting therefrom, except with respect to damages or costs resulting from the gross negligence or willful misconduct of the Authority. 17 (d) The Developer understands that if the Developer does not comply with the affordability covenants in this Section 4.5, the TIF Act requires the Authority to decertify the TIF District. Section 4.6. Affordable Housing Reporting. At least annually, no later than April 1 of each year commencing on the April 1 first following the issuance of the Certificate of Completion, the Developer shall provide a report to the Authority evidencing that the Developer complied with the affordability covenants set forth in Section 4.5 hereof during the previous calendar year. The Report shall include the compliance certificate set forth in EXHIBIT G and the income form entitled “Tenant Income Certificate” from the Minnesota Housing Finance Agency (MHFA HTC Form 14), or if unavailable, any similar form, for each residential unit meeting the affordability requirements under Section 4.5. The Authority may require the Developer to provide additional information in order to access the accuracy of such certification. Unless earlier excused by the Authority, the Developer shall send affordable housing reports to the Authority from the date of this Agreement until the Termination Date. Section 4.7. Senior Housing Covenant. At all times from initial occupancy of the Senior Housing Units through the Termination Date, one hundred percent (100%) of the residential units in the Senior Housing Units shall be occupied by at least one occupant who is at least 55 years of age or older at the time of initial occupancy. Section 4.8. Uniformity of Finishes, Amenities. The affordable units in the Minimum Improvements shall have the same quality of finishes and amenities as the market-rate units. (The remainder of this page is intentionally left blank.) 18 ARTICLE V Insurance Section 5.1. Insurance. (a) The Developer will provide and maintain at all times during the process of constructing the Minimum Improvements and the Skilled Nursing Units an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) builder’s risk insurance, written on the so-called “Builder’s Risk – Completed Value Basis,” in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements and the Skilled Nursing Units at the date of completion, and with coverage available in nonreporting form on the so-called “all risk” form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner’s Liability Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above- required limits, an umbrella excess liability policy may be used); the Authority shall be listed as an additional insured on the policy; and (iii) workers’ compensation insurance, with statutory coverage; provided that the Developer may be self-insured with respect to all or any part of its liability for workers’ compensation. (b) Upon completion of construction of the Minimum Improvements and the Skilled Nursing Units and prior to the Termination Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) insurance against loss and/or damage to the Minimum Improvements and the Skilled Nursing Units under a policy or policies covering such risks as are ordinarily insured against by similar businesses; (ii) comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the Authority as an additional insured; and (iii) such other insurance, including workers’ compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like 19 organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self-insured with respect to all or any part of its liability for workers’ compensation. (c) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by the Developer that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Developer will deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Developer and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements and the Skilled Nursing Units. (d) The Developer agrees to notify the Authority immediately in the case of damage exceeding $1,000,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Developer will promptly cause the repair, reconstruction and restoration of the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration, the Developer will apply the net proceeds of any insurance relating to such damage received by the Developer to the payment or reimbursement of the costs thereof. The Developer shall cause to be completed the repair, reconstruction and restoration of the Minimum Improvements and the Skilled Nursing Units, regardless of whether the net proceeds of insurance received by the Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Developer or its assignee (e) The Developer and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement. Section 5.2. Subordination. Notwithstanding anything to the contrary contained herein, the rights of the Authority with respect to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of any Holder under a Mortgage allowed pursuant to Article VII hereof. (The remainder of this page is intentionally left blank.) 20 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the Authority is providing substantial aid and assistance in furtherance of the development through the issuance of the TIF Note. The Developer understands that the Tax Increments pledged to payment on the TIF Not e are derived from real estate taxes on the TIF District Property, which taxes must be promptly and timely paid. To that end, the 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 Agreement to pay before delinquency all real estate taxes assessed against the TIF District Property and the Minimum Improvements. The Developer acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the 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. Nothing in this Agreement in any way limits or prevents the Developer from contesting the assessor’s proposed market values for the TIF District Property or the Minimum Improvements, but the Developer recognizes that such action may affect the amount of Available Tax Increment. Section 6.2. Reduction of Taxes. The Developer agrees that after the date of certification of the Tax Increment District and prior to completion of the Minimum Improvements, it will not cause a reduction in the real property taxes paid in respect of the TIF District Property through: (A) willful destruction of the Minimum Improvements, the TIF District Property or any part thereof (except for the demolition of structures, if any, required to construct the Minimum Improvements); or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 hereof. The Developer also agrees that it will not, prior to the Termination Date, (i) seek exemption from property tax for the TIF District Property and/or the improvements constructed thereon; (ii) convey or transfer or allow conveyance or transfer of the TIF District Property to any entity that is exempt from payment of real property taxes under State law; or (iii) seek or agree to any reduction of the assessor’s estimated market value to below the Minimum Market Value. Notwithstanding anything to the contrary in this Section 6.2, the Authority acknowledges that the property upon which the Skilled Nursing Units will be constructed and the Skilled Nursing Units will be exempt from property taxes. The Developer may, at any time following the issuance of the Certificate of Completion, seek through petition or other means to have the County assessor’s estimated market value of the Minimum Improvements and the TIF District Property reduced to not less than the Minimum Market Value. Such activity must be preceded by written notice from the Developer to the Authority indicating its intention to do so. Section 6.3. Qualifications. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that upon Transfer of the TIF District Property to another person or entity, 21 the Developer will remain obligated under Sections 6.1 and 6.2 hereof, unless the Developer is released from such obligations in accordance with the terms and conditions of Section 8.2(b) or 8.3 hereof. Section 6.4. Minimum Assessment Agreement. (a) Upon execution of this Agreement, the Developer shall execute the Minimum Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying an assessor’s minimum market value for the TIF District Property with the Minimum Improvements constructed thereon. (b) The Minimum Assessment Agreement shall be substantially in the form attached hereto as EXHIBIT H. Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign a market value to the property in excess of the Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes, provided however, that the Developer shall not seek a reduction of such market value below the Minimum Market Value in any year so long as such Minimum Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in effect for the period described in EXHIBIT H. (The remainder of this page is intentionally left blank.) 22 ARTICLE VII Other Financing Section 7.1. Generally. Before issuance of the TIF Note, the Developer shall submit to the Authority or provide access thereto for review by Authority staff, consultants, and agents, evidence reasonably satisfactory to the Authority that Developer has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources sufficient for paying the cost of developing the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. Section 7.2. Authority’s Option to Cure Default on Mortgage. In the event that any portion of the Developer’s funds is provided through mortgage financing, and there occurs a default under any Mortgage authorized pursuant to this Article VII, the Developer shall make commercially reasonable efforts to cause the Authority to receive copies of any notice of default received by the Developer from the Holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Developer within such cure periods as are available to the Developer under the Mortgage documents. Section 7.3. Modification; Subordination. In order to facilitate the Developer obtaining financing for the development of the Minimum Improvements, the Authority agrees to subordinate its rights under this Agreement to the Holder of any Mortgage securing construction or permanent financing, under terms and conditions reasonably acceptable to the Authority. Any agreement to subordinate this Agreement must be approved by the Board of the Authority. Section 7.4. Termination. All the provisions of this Article VII shall terminate with respect to the Minimum Improvements upon delivery of the Certificate of Completion for the Minimum Improvements. The Developer or any successor in interest to the Minimum Improvements or portion thereof, may sell, assign, transfer or engage in financing or any other transaction creating a mortgage or encumbrance or lien on the Minimum Improvements or any portion thereof for which a Certificate of Completion has been obtained, without obtaining prior written approval of the Authority, provided that such sale, financing or other transaction creating a mortgage or encumbrance shall not be deemed as resulting in any subordination of the Authority’s rights under this Agreement unless the Authority expressly consents to such a subordination. (The remainder of this page is intentionally left blank.) 23 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Development. The Developer represents and agrees that its purchase of the TIF District Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of development of the TIF District Property and not for speculation in land holding. Section 8.2. Prohibition Against Developer’s Transfer of TIF District Property and Assignment of Agreement. The Developer represents and agrees that prior to issuance of a Certificate of Completion for the Minimum Improvements: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the TIF District Property, or any part thereof, to perform its obligations with respect to undertaking the Minimum Improvements contemplated under this Agreement and except with respect to agreements customary to the development of new senior housing communities, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the TIF District Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity whether or not related in any way to the Developer (collectively, a “Transfer”), without the prior written approval of the Authority (whose approval will not be unreasonably withheld, subject to the standards described in paragraph (b) of this Section) unless the Developer remains liable and bound by this Agreement in which event the Authority’s approval is not required. Any such Transfer shall be subject to the provisions of this Agreement. For the purposes of this Agreement, the term Transfer does not include acquisition of a controlling interest in Developer by another entity or merger of Developer with another entity or a lease with a resident of the Minimum Improvements. (b) In the event the Developer, upon Transfer of the TIF District Property, the Minimum Improvements, or any portion thereof, seeks to be released from its obligations under this Agreement as to the portion of the TIF District Property and the Minimum Improvements that are transferred or assigned, the Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer as to the portion of the TIF District Property and the Minimum Improvements to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this 24 Agreement as to the portion of the TIF District Property and Minimum Improvements to be transferred and agreed to be subject to all the conditions and restrictions to which the Developer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the TIF District Property and Minimum Improvements, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the TIF District Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the TIF District Property, the Minimum Improvements or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the TIF District Property and Minimum Improvements that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the TIF District Property and Minimum Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the TIF District Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing conditions are satisfied then the Developer shall be released from its obligation under this Agreement, as to the portion of the TIF District Property that is transferred, assigned, or otherwise conveyed. The restrictions under this Section terminate upon issuance of the Certificate of Completion. Section 8.3. Release and Indemnification Covenants. (a) The Developer releases from and covenants and agrees that the Authority and the governing body members, officers, agents, servants, and employees thereof (the “Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the TIF District Property or the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the 25 acquisition, construction, installation, ownership, maintenance, and operation of the TIF District Property. (c) Except for any willfull or wanton misconduct or negligence of the Indemnified Parties, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants, or employees or any other person who may be about the TIF District Property or the Minimum Improvements. (d) All covenants, stipulations, promises, agreements, and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of such entity and not of any governing body member, officer, agent, servant, or employee of such entities in the individual capacity thereof. (The remainder of this page is intentionally left blank.) 26 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement, any one or more of the following events: (a) If the Developer or the Authority fails to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement. (b) If a receiver, trustee or liquidator of the Developer, or of the TIF District Property is appointed in any proceeding brought against the Developer or involving the TIF District Property, and is not discharged within ninety (90) days after such appointment, of if the Developer consents or acquiesces to such appointment; or (c) If the Developer shall: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; or (ii) make an assignment for benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; or (iv) be adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 hereof occurs, the non-defaulting party may exercise its rights under this Section 9.2 after providing thirty (30) days ’ written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within thirty (30) days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under the Agreement until it receives reasonably satisfactory assurances that the defaulting party will cure its Event of Default and continue its performance under the Agreement. (b) Upon an Event of Default by the Developer, the Authority may suspend payments under the TIF Note or terminate the TIF Note and the TIF District, subject to the provisions of Section 9.3 hereof. 27 (c) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the Developer or the Authority under this Agreement. Section 9.3. Termination or Suspension of TIF Note. After the Authority has issued its Certificate of Completion for the Minimum Improvements, the Authority may exercise its rights under Section 9.2(b) hereof only for the following Events of Default: (a) if the Developer fails to pay real estate taxes or assessments on the TIF District Property owned by the Developer or any part thereof when due, and such taxes or assessments shall not have been paid, or provision satisfactory to the Authority made for such payment, within thirty (30) days after written demand by the Authority to do so; or (b) if the Developer fails to comply with Developer’s obligation to cause such improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition, pursuant to Sections 4.1 and 5.1(d) hereof; provided that, upon Developer’s failure to comply with Developer’s obligations under Sections 4.1 or 5.1(d) hereof, if uncured after thirty (30) days’ written notice to the Developer of such failure, the Authority may only suspend payments under the TIF Note until such time as Developer complies with said obligations. If the Developer fails to comply with said obligations for a period of eighteen (18) months, the Authority may terminate the TIF Note and the TIF District; or (c) if the Developer fails to comply with the income restrictions or to deliver annual rent and income reports as provided in Sections 4.5 and 4.6 hereof; provided that, upon the Developer’s failure to provide annual reports, if uncured after thirty (30) days’ written notice to the Developer of such failure, the Authority may only suspend payments under the TIF Note until such time as the Developer delivers said reports. If the Developer fails to deliver rent and income reports for a period of six months following the date such reports are due after written notice to the Developer of such failure, the Authority may terminate the TIF Note and the TIF District. Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 28 Section 9.6. Attorneys’ Fees. Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written demand by the Authority, pay to Authority the reasonable fees of such attorneys and such other reasonable expenses so incurred. (The remainder of this page is intentionally left blank.) 29 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement that affects his personal interests or the interests of any corporation, partnership, or association in which he, directly or indirectly, is interested. No member, official, or employee of the Authority shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Authority for any amount that may become due to the Developer or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal employment and non- discrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer agrees that, prior to the Termination Date, the Developer, and such successors and assigns, shall use the TIF District Property for the development of the Minimum Improvements in accordance with the terms of this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the TIF District Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the following addresses (or to such other addresses as either party may notify the other): To Developer: Lyngblomsten Senior Housing, Inc. c/o Lyngblomsten 1415 Almond Avenue St. Paul, MN 55108 Attn: Chief Financial Officer 30 With a copy to: Lyngblomsten Senior Housing, Inc. c/o Lyngblomsten 1415 Almond Avenue St. Paul, MN 55108 Attn: Chief Executive Officer To Authority: Lino Lakes Economic Development Authority 600 Town Center Parkway Lino Lakes, Minnesota 55014 Attn: Executive Director Section 10.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.7. Recording. The Authority may record this Agreement and any amendments thereto with the County recorder or registrar of titles, as applicable. The Developer shall pay all costs for recording. Section 10.8. Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Developer. Section 10.9. Authority Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative, except that final approval of issuance of the TIF Note shall be made by the Board of the Authority. Section 10.10. Termination. This Agreement terminates on the Termination Date. Within 30 days after the Termination Date, the Authority will deliver to Developer a written release in recordable form satisfactory to Developer, evidencing termination of this Agreement. This obligation survives the expiration or earlier termination of this Agreement. Section 10.11. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the State or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. (The remainder of this page is intentionally left blank.) S-1 IN WITNESS WHEREOF, the Authority and the Developer have caused this Contract for Private Development to be duly executed by their duly authorized representatives 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 _____________, 2019, by _______________________, the President of the Lino Lakes Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. ____________________________________ Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ____ day of __________, 2019, by Jeff Karlson, the Executive Director of the Lino Lakes Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. ____________________________________ Notary Public S-2 Execution page of the Developer to the Contract for Private Development, dated as of the date and year first written above. LYNGBLOMSTEN SENIOR HOUSING, INC. By: Name: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF _______ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2019, by _____________________, the ______________________ of Lyngblomsten Senior Housing, Inc., a Minnesota nonprofit corporation, on behalf of the Developer. ____________________________________ Notary Public A-1 EXHIBIT A TIF DISTRICT PROPERTY Insert legal descriptions of platted property within TIF District B-1 EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that Lyngblomsten Senior Housing, Inc. (the “Developer”), has fully complied with its obligations under Articles III and IV of that document titled “Contract for Private Development,” dated _______________, 2019 (the “Agreement”), between the Lino Lakes Economic Development Authority (the “Authority”) and the Developer, with respect to construction of the Minimum Improvements in accordance with Article IV of the Agreement, and that the Developer is released and forever discharged from its obligations with respect to construction of the Minimum Improvements under Articles III and IV of the Agreement. Dated: _______________, 20___. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY By Authority Representative STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ____ day of __________, 20__, by _____________, the Executive Director of the Lino Lakes Economic Development Authority, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. ____________________________________ Notary Public C-1 EXHIBIT C INFRASTRUCTURE IMPROVEMENTS TO BE CONSTRUCTED BY DEVELOPER The Developer shall be responsible for constructing, installing, and/or paying for the following infrastructure improvements related to the Minimum Improvements: • Subject to review and modification by the City, the County, and/or Ramsey County construction of County Road turn lane improvements, as shown on approved PUD development stage plan, completed by _______________, dated _________________, as Drawing No. ________ • Relocation of Xcel power lines - relocated lines will be relocated underground • Construction of public road to County Road J, installation of all utilities, and complete grading, pursuant to final construction plans approved by the City, the County, and Ramsey County D-1 EXHIBIT D LAND DEDICATION BY DEVELOPER The Developer shall provide the following right-of-way or easements for the Infrastructure Improvements: • Dedicate on plat all required County Road right-of-way to public at no cost, as shown on the approved the final plat or as otherwise required by the City • Provide public utility easement for sanitary sewer, lift station, and water main across Parcel 5 (as described in EXHIBIT I) and Parcel 4a (as described in EXHIBIT I), each in locations, as shown on the approved final plat or as otherwise required by the City • Provide County and City right-of-way over Parcel 5 as necessary for realignment of public road, as shown on the approved final plat or as otherwise required by the City E-1 EXHIBIT E FORM OF TIF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA No. R-1 $3,218,000 LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE SERIES 20___ Date of Original Issue __________ The Lino Lakes Economic Development Authority (the “Authority”), for value received, certifies that it is indebted and hereby promises to pay to Lyngblomsten Senior Housing, Inc., or registered assigns (the “Owner”), the principal sum of $3,218,000, as and to the extent set forth herein. 1. Payments. Principal (the “Payments”) shall be paid commencing on August 1, 2022, and each February 1 and August 1 thereafter to and including February 1, 2031 (the “Payment Dates”), in the amounts and from the sources set forth in Section 3 herein. No payments will be made on this Note until the Developer has satisfied all of the conditions set forth in Section 3.6 of the Agreement (as defined below). Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (30) days’ written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. No interest shall accrue on this Note. 3. Available Tax Increment. Payments on this Note are payable on each Payment Date solely from and in the amount of “Available Tax Increment,” which shall mean, on each Payment Date, ninety-five percent (95%) of the Tax Increment attributable to the TIF District Property (as defined in the Agreement) and paid to the Authority by Anoka County, Minnesota in the six months preceding the Payment Date, all as such terms are defined in the Contract for Private Development between the Authority and the Owner, as the developer, dated _____________, 2019 (the E-2 “Agreement”). Subject to the provisions of Section 4 below, Available Tax Increment shall not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default (as defined in the Agreement) under the Agreement. The Authority shall have no obligation to pay principal of this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay the unpaid balance of principal that may remain after the final Payment on February 1, 2031. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, on the next Payment Date after the Event of Default is cured. If the Event of Default is not timely cured, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Optional Prepayment. The principal sum payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Termination. At the Authority’s option, this Note shall terminate and the Authority’s obligation to make any payments under this Note shall be discharged upon the occurrence of an Event of Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured following notice to the Developer and the applicable cure period in accordance with the Agreement. 7. Nature of Obligation. This Note is the sole note of an issue in the total principal amount of $3,218,000 all issued to aid in financing certain Qualified Development Costs (as defined in the Contract) of a housing development undertaken pursuant to Minnesota Statutes, 469.090 through 469.1082, as amended, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on July 8, 2019, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794, as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of this Note or other costs incident hereto. E-3 8. Estimates of Available Tax Increment. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the Available Tax Increment and the Agreement are for the benefit of the Authority only, and are not intended as representations on which the Developer may rely. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF THIS NOTE. 9. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Executive Director of the Authority, by the Owner hereof in person or by such Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount. This Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the Authority has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. 10. Reduction in Principal Amount of this Note. Pursuant to the provisions of Section 3.7 of the Agreement, the principal amount of this Note is subject to reduction in the amount of up to $160,900. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Lino Lakes Economic Development Authority have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY President Executive Director E-4 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last listed below. Date of Registration Registered Owner Signature of Executive Director Lyngblomsten Senior Housing, Inc. Federal ID #_____________ F-1 EXHIBIT F FORM OF INVESTMENT LETTER To the Lino Lakes Economic Development Authority Attention: Executive Director Dated: ______________, 20__ Re: Tax Increment Revenue Note, Series 20__ The undersigned, as purchaser of $_________ in principal amount of the above-captioned Tax Increment Revenue Note, Series 20___ (the “Note”), approved pursuant to Resolution No. _________, adopted by the Board of Commissioners of the Lino Lakes Economic Development Authority (the “Authority”) on ________, 20__ (the “Resolution”), hereby represent to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as special counsel to the Authority, as follows: 1. We understand and acknowledge that the TIF Note is delivered to the Purchaser on this date pursuant to the Resolution and the Contract for Private Development, dated _____________, 2019 (the “Agreement”), between the Authority and Lyngblomsten Senior Housing, Inc., a Minnesota nonprofit corporation. 2. The TIF Note is payable as to principal solely from Available Tax Increment pledged to the TIF Note, as defined therein. No interest accrues on the TIF Note. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above-stated principal amount of the TIF Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Authority and the TIF Note has been issued or prepared by the Authority, and that, in due diligence, we have made our own inquiry and analysis with respect to the Authority, the TIF Note and the security therefor, and other material factors affecting the security and payment of the TIF Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Authority, the TIF Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above-stated principal amount of the TIF Note. F-2 6. We have been informed that the TIF Note (i) is not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We represent to you that we are purchasing the TIF Note for our own accounts and not for resale or other distribution thereof, except to the extent otherwise provided in the TIF Note, the Resolution, or any other resolution adopted by the Authority. 8. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 9. The Purchaser’s federal tax identification number is _______________. 10. We acknowledge receipt of the TIF Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. LYNGBLOMSTEN SENIOR HOUSING, INC. By Its G-1 EXHIBIT G COMPLIANCE CERTIFICATE The undersigned officer of Lyngblomsten Senior Housing, Inc. (the “Developer”), does hereby certify that as of the date of this Certificate not less than twenty percent (20%) of the residential units in the Senior Housing Units (as defined in the Contract for Private Development, dated ___________________, 2019, between the Lino Lakes Economic Development Authority and the Developer) are occupied by individuals whose income is fifty percent (50%) or less of the area median gross income. Attached hereto are the vacancy rate and the income verifications used to establish the above conclusions broken down by unit type and size. Dated this ____ day of _________________, 20___. LYNGBLOMSTEN SENIOR HOUSING, INC. By Its H-1 EXHIBIT H FORM OF MINIMUM ASSESSMENT AGREEMENT THIS MINIMUM ASSESSMENT AGREEMENT, made on or as of the ___ day of __________, 2019 (the “Minimum Assessment Agreement”), is by and between the LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota (the “Authority”), and Lyngblomsten Senior Housing, Inc., a Minnesota nonprofit corporation (the “Developer”). WITNESSETH, WHEREAS, the Authority and the Developer have entered into that certain Contract for Private Development, dated _________, 2019 (the “Contract”), regarding the acquisition of property, the construction of the Minimum Improvements (as defined in the Contract) to be constructed on property legally described in Exhibit A (the “TIF District Property”); and WHEREAS, the Authority and the Developer desire to establish a minimum market value for the TIF District Property and the Minimum 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 Minimum Improvements; NOW, THEREFORE, the parties to this Minimum Assessment Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. All capitalized terms used herein and not otherwise defined have the definition given such terms in the Contract. 2. The minimum market value of [$28,993,000] shall be assessed for ad valorem tax purposes for the TIF District Property, together with the Minimum Improvements constructed thereon. The individual parcels comprising the TIF District Property shall not be less than the values set forth in the table below as of January 2, 2021, notwithstanding the progress of construction by such date . Parcel Minimum Market Value Total [$28,993,000] 3. The minimum market value herein established shall be of no further force and effect and this Minimum Assessment Agreement shall terminate on the Termination Date. The Authority shall execute a certificate or affidavit upon the occurrence of a termination event referred to in this H-2 Section 3 indicating that this Minimum Assessment Agreement has terminated and shall supply such certificate to the Developer for recording. 4. This Minimum Assessment Agreement shall be promptly recorded by the Authority. The Developer shall pay all costs of recording. 5. Neither the preambles nor provisions of this Minimum Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Contract. 6. This Minimum Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 7. Each of the parties has authority to enter into this Minimum Assessment Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Minimum Assessment Agreement. 8. In the event any provision of this Minimum Assessment 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. 9. 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 TIF District Property or the Minimum Improvements or for carrying out the expressed intention of this Minimum Assessment Agreement. 10. This Minimum Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 11. This Minimum Assessment 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. 12. This Minimum Assessment Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. H-3 IN WITNESS WHEREOF, the Authority and the Developer have caused this Minimum Assessment Agreement to be executed in their respective corporate names by their duly authorized officers, all as of the date and year first written above. LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ____________, 2019, by __________________, the President of the Lino Lakes Economic Development Authority, Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ____________, 2019, by Jeff Karlson, the Executive Director of the Lino Lakes Economic Development Authority, Minnesota, on behalf of the Authority. Notary Public H-4 Signature page of the Developer to the Minimum Assessment Agreement, dated as of the date and year first written above. LYNGBLOMSTEN SENIOR HOUSING, INC. By Its STATE OF MINNESOTA ) ) SS. COUNTY OF __________ ) The foregoing instrument was acknowledged before me this _________________, 2019, by _________________, the ________________ of Lyngblomsten Senior Housing, Inc., a Minnesota nonprofit corporation, on behalf of the Developer. Notary Public H-5 CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the 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 market values assigned to the land and improvements are reasonable. ASSESSOR FOR ANOKA COUNTY By STATE OF MINNESOTA ) ) ss COUNTY OF ANOKA ) The foregoing instrument was acknowledged before me this ___ day of ______________, 2019, by _________________, the County Assessor of Anoka County. Notary Public H-6 EXHIBIT A LEGAL DESCRIPTION [Insert Legal Description of platted parcels comprising TIF District Property] I-1 EXHIBIT I DEVELOPMENT PROPERTY Parcel 1 (17 acres for Minimum Improvements) [insert legal] Parcel 2 (liquor store) [insert legal] Parcel 3 (insurance business) [insert legal] Parcel 4a, 4b, and 4c (49 Club) [insert legal] Parcel 5 (House on County Road J West) [insert legal] LN140-120(JAE) 583675v.6