HomeMy WebLinkAboutResolution 05-EDA207
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EDA RESOLUTION NO. 05-EDA-207
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING THE DEVELOPMENT AGREEMENT TO PROVIDE
$250,000 IN TAX INCREMENT FINANCING (TIF) ASSISTANCE TO SYSCO FOOD
SERVICES OF MINNESOTA TO FACILITATE EXPANSION OF THE BUSINESS
LOCATED AT 2400 COUNTY ROAD J IN MOUNDS VIEW
WHEREAS, the SYSCO Minnesota has outgrown its available truck and
employee parking and desires to add capacity, including 100 passenger vehicle stalls
and 53 truck parking stalls; and,
WHEREAS, the additional parking space will provide SYSCO Minnesota the
ability to improve efficiencies and expand their workforce by about 100 employees over
the course of five years; and
WHEREAS, the SYSCO Minnesota has estimated that the expansion project will
cost approximately $1.2 million to complete; and
WHEREAS, the SYSCO Minnesota has requested $250,000 in TIF assistance to
pay for extraordinary development costs, specifically stormwater management and
wetland mitigation expenses; and
WHEREAS, SYSCO proposes a three-acre transfer of land from the City of
Mounds View (the "City") to SYSCO to facilitate a five-year business expansion plan,
and,
WHEREAS, the Mounds View Planning Commission reviewed the proposed
Comprehensive Plan and Planned Unit Development amendments relating to a
proposed three-acre site expansion on July 20, 2005, held a duly noticed public hearing
for the amendments and approved the amendments on August 3, 2005, and
WHEREAS, a Development Agreement between the Mounds View EOA and
SYSCO Minnesota has been developed and provides Tax Increment Financing (TIF)
assistance to the Company over three years, provided that SYSCO Minnesota meets
job creation and wage goals.
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NOW, THEREFORE, BE IT RESOLVED, the Mounds View Economic
Development Authority does hereby agree to provide $250,000 in Tax Increment
Financing in six payments over three years as outlined in the Development Agreement.
Adopted this 8th day of August, 2005.
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.cU 11/i;;t;-~
Rob.1vtarty, President V
,~ ' b:~09-
ATTEST:
Kurt Ulrich
Executive Director
(SEAL)
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DEVELOPMENT AGREEMENT
BY AND BETWEEN
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF MOUNDS VIEW, MINNESOTA
AND
SYSCO FOOD SERVICES OF MINNESOTA, INC.
This document drafted by:
BRIGGS AND MORGAN
Professional Association
2200 First National Bank
Building
51. Paul, Milmesota 55101
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TABLE OF CONTENTS
Page
A.R.TICLE I DEFINITIONS .................. ..... ......... ...... ..................... ........ ........ .., .., ........... ..... 3
Section 1.1. Definitions.............................................................................................3
ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 5
Section 2.1. Representations and Warranties of the Authority................................ 5
Section 2.2. Representations and Warranties of the Developer............................... 5
ARTICLE III UNDERTAKINGS BY DEVELOPER AND AUTHORITy......................... 7
Section 3.1. Reimbursement of Costs...................................................................... 7
Section 3.2. Reimbursement: Tax Increment Revenue Note................................... 7
Section 3.3. Business Subsidies Act ........................................................................8
ARTICLE IV EVENTS OF DEFAULT ............. .......... ......... .......... ......... .................. .......... 10
Section 4.1. Events of Default Defined ................................................................. 10
Section 4.2. Remedies on Default.......................................................................... 10
Section 4.3. No Remedy Exc1usive........................................................................ 11
Section 4.4. No Implied Waiver ............................................................................ 1]
Section 4.5. Agreement to Pay Attorney's Fees and Expenses ..............................11
Section 4.6. Indemnification of Authority and City.............................................. 1]
ARTICLE V ADDITIONAL PROVISIONS ...................................................................... 13
Section 5.1. Restrictions on Use ................................ ............................................ 13
Section 5.2. Conflicts of Interest................. ........................................................... 13
Section 5.3. Titles of Articles and Sections ........................................................... 13
Section 5.4. Notices and Demands ........................................................................13
Section 5.5. Counterparts.......... ............................................................................. 14
Section 5.6. Law Govenling ........ ................... ....................................................... 14
Section 5.7. Expiration......... ....... ........ ........... ........................................................ 14
Section 5.8. Provisions Surviving Rescission or Expiration.................................. 14
Section 5.9. Assignability of Agreement and Note................................................ 14
EXHIBIT A Description of Development Property......................................................... A-I
EXHIBIT B Fonn of Tax Increment Note ....................................................................... B-1
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DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of , 2005, by and between Economic
Development Authority of the City of Mounds View, Minnesota, a body politic and corporate
(the "Authority") and SYSCO Food Services of Mimlesota, Inc., a Delaware corporation (the
"Developer"),
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, the City
of Mounds View, Mimlesota (the "City") has formed a Redevelopment Project Area (the
"Redevelopment Area") and has adopted a redevelopment plan therefor (the "Redevelopment
Plan"); and
WHEREAS, the Authority has assumed jurisdiction over the Redevelopment Area and
the Redevelopment Plan; and
WHEREAS, pursuant to the provisions of Mimlesota Statutes, Section 469.174 through
469.1799, as amended (hereinafter, the "Tax Increment Act"), the Authority and the City have
created, within the Redevelopment Area, Tax Increment Financing District No. 3 (the "Tax
Increment District"), and have adopted a tax increment financing plan, therefor (the "Tax
Increment Plan") which provides for the use of tax increment financing in cOlmection with
development within the Redevelopment Area; and
WHEREAS, in order to achieve the objectives of the Redevelopment Area and
particularly to make the land in the Redevelopment Area available for development by private
enterprise in conformance with the Redevelopment Plan, the AuthOlity has determined to assist
the Developer with the financing of certain costs of a Project (as hereinafter defined) to be
constructed within the Redevelopment Area as more particularly set forth in this Agreement; and
WHEREAS, the Authority believes that the development and construction of the Project,
and fulfillment of this Agreement are vital and are in the best interests of the City, the health,
safety, morals and welfare of residents of the City, and in accordance with the public purpose
and provisions of the applicable state and local laws and requirements under which the Project
has been undertaken and is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Mimlesota Statutes, Section
116J.993 through lI6J995, apply to this Agreement; and
WHEREAS, the Authority has adopted criteria for awarding business subsidies that
comply with the Business Subsidy Law, after a public hearing for which notice was published;
and
WHEREAS, the Board of Commissioners of the Authority, has approved this Agreement
as a subsidy agreement under the Business Subsidy Law.
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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:
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ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized tenus used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same may be from time to time modified,
amended or supplemented;
Authority means the Economic Development Authority of the City of Mounds View,
Minnesota, its successors and assigns;
Business Dav means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means Mounds View, Mim1esota, its successors and assigns;
Developer means SYSCO Food Services of Minnesota, Inc., a Delaware corporation, its
successors and assigns;
Development Property means the real property described in Exhibit A attached to this
Agreement;
Event of Default means any of the events described in Section 4.1 hereof;
Note Payment Date means February 1,2006, and each August 1 and February 1 of each
year thereafter to and including August 1,2008 subject to adjustments of these dates as provided
in the Note; provided, that if any such Note Payment Date should not be a Business Day, the
Note Payment Date shall be the next succeeding Business Day;
Prime Rate means the rate of interest from time to time publicly aImounced by U.S. Bank
National Association in St. Paul, Minnesota, as its "prime rate" or "reference rate" or any
successor rate, which rate shall change as and when that rate or successor rate changes;
Proiect means the expansion of the parking facilities and the relocation of the existing
storm water retention pond located on the Development Property;
Redevelopment Proiect Area means the real property described in the Redevelopment
Plan;
Redevelopment Plan means the redevelopment plan approved in connection with the
Redevelopment Proj ect Area;
State means the State of Minnesota;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1799, as
amended;
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Tax Increment District means Tax Increment Financing District No.3 located within the
Redevelopment Project Area;
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City and the Authority;
Tax Increment Note means the Tax Increment Revenue Note (SYSCO Minnesota
Project) to be executed by the Authority and delivered to the Developer pursuant to A11icle III
hereof, a copy of which is attached hereto as Exhibit B;
Tax Increments means the tax increments derived from the Development Prope11y
located within the Tax Increment District; and
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ARTICLE II
REPRESENT A TIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the Authority. The Authority makes
the following representations and warranties:
(1) The Authority is a body politic and corporate and has the power to enter into this
Agreement and carry out its obligations hereunder.
(2) The Tax Increment District is a "redevelopment district" within the meaning of
Minnesota Statutes, Section 469.174, Subdivision 10, and was created, adopted and approved in
accordance with the terms of the Tax Increment Act.
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Redevelopment Plan.
(4) The Authority proposes, subject to the further provisions of this Agreement, to
apply Tax Increments to reimburse the Developer for the costs of ponding and stormwater
management improvements incurred in cOlmection with the Project as further provided in this
Agreement.
(5) The Authority makes no representation or wammty, either express or implied, as
to the Development Property or its condition or the soil conditions thereon, or that the
Development Property shall be suitable for the Developer's purposes or needs.
Section 2.2. Representations and Warranties of the Developer. The Developer makes
the following representations and warranties:
(1) The Developer is a Delaware corporation and has power to enter into this
Agreement and to perfoml its obligations hereunder and by so doing will not be in violation of
its articles of operation, member control agreement or operating agreement or the laws of the
State.
(2) The Developer will cause the Project to be installed in accordance with the tenns
of this Agreement, the Redevelopment Plan, and all local, state and federal laws and regulations
(including, but not limited to, environmental, zoning, energy conservation, building code and
public health laws and regulations).
(3) The construction of the Project would not be undertaken by the Developer, and in
the opll1lOn of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
(4) The Developer will use its best efforts to obtain, or cause to be obtained, in a
timely maImer, 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 Project may be lawfully constructed.
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(5) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the ten11S and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a pmiy or by which it
is bound, or constitutes a default under any of the foregoing.
(6) The Developer will cooperate fully with the City and the Authority with respect to
any litigation commenced with respect to the Project.
(7) The Developer will cooperate fully with the City and the Authority in resolution
of any traffic, parking, trash removal or public safety problems which may arise in connection
with the construction and operation of the Project.
(8) The construction of the Project will commence not later than September 1, 2005,
and, subject to Unavoidable Delays, the Project will be completed by June 30, 2006.
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ARTICLE III
UNDERT AKINGS BY DEVELOPER AND AUTHORITY
Section 3.1. Reimbursement of Costs. The parties agree that the construction of the
Project by the Developer is essential to the continued operation of the Developer in the City.
The costs ofthe Project are estimated to be at least $1,200,000. The costs of the Project shall be
paid by the Developer. The Authority shall reimburse the Developer for $250,000 of the costs of
the Project actually incurred and paid by the Developer (the "Reimbursement Amount"), as
fmiher provided in Section 3.2 hereof.
Section 3.2. Reimbursement: Tax Increment Revenue Note. The Authority shall pay
the Developer the Reimbursement Amount through the issuance of the Authority's Tax
Increment Note in the principal amount of $250,000 (or such lesser amount as provided in
Section 3.1) in substantially the form attached to this Agreement as Exhibit B, subject to the
following conditions:
(1) The Note shall be dated, issued and delivered when the Developer shall have
provided paid invoices or other documentation evidencing to the reasonable satisfaction of the
Authority that construction of the Project has been completed and the Developer has incurred
and paid all costs of the Project in an amount not less than the Reimbursement Amount.
(2) The unpaid balance of the Note shall bear simple, non-compounded interest from
the date of issuance of the Note, at 5.00% per annum. Interest shall be computcd on the basis of
a 360 day year consisting of twelve (12) 30-day months.
(3) The principal of the Note and the interest thereon shall be payable exclusively
from Tax Increments.
(4) The payment dates of the Note shall be the Note Payment Dates. On eaeh Note
Payment Date and subject to the provisions of the Note, the Authority shall pay, against the
principal and interest then due on the Note, any Tax Increments received by the Authority during
the preceding 6 months. All such payments shall first be applied to accrued and unpaid interest
and then to principal of the Note.
(5) The Note shall be a special and limited obligation of the Authority and not a
general obligation of the Authority, and only Tax Increments shall be used to pay the principal of
and interest on the Note. If, on any Note Payment Date, the Tax Increments for the payment of
the accrued and unpaid interest on the Note are insufficient for such purposes, the diffcrence
shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent
that on a future Note Payment Date there are Tax Increments in excess of the amounts needed to
pay the accrued interest then due on the Note.
(6) The Authority's obligation to make payments on the Note on any Note Payment
Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at
that time be an Event of Default that has occurred and is continuing under this Agreement and
(B) this Agreement shall not have been terminated pursuant to Sections 4.2 or 5.7.
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(7) The Note shall be govcmed by and payable pursuant to the additional ten1lS
thereof, as set fOl1h in Exhibit B. In the event of any conflict between the terms of the Note and
the ten11S of this Section 3.2, the terms of the Note shall govem. The issuance of the Note
pursuant and subject to the terms of this Agreement, and the taking by the Authority of such
additional actions as bond counsel for the Note may require in connection therewith, are hereby
authorized and approved by the Authority.
Section 3.3. Business Subsidies Act.
(1 ) In order to satisfy the provisions of Minnesota Statutes, Sections l16J .993 to
116J.995 (the "Business Subsidies Act"), the Developer acknowledges and agrees that the
amount of the "Business Subsidy" granted to the Developer under this Agreement is limited to
the Reimbursement Amount which is up to $250,000 for the costs of the Project paid by the
Developer and reimbursed by Tax Increments, and that the Business Subsidy is needed because
the Project is not sufficiently feasible for the Developer to undertake without the Business
Subsidy. The Tax Increment District is a "redevelopment" district and the public purpose of the
Business Subsidy is to develop new jobs within the City. The Developer agrees that it will meet
the following goals (the "Goals"): It will create at least 40 full time jobs in cOlmection with the
development of the Development Property at an hourly wage of at least S 18.00 per hour within
two years from the "Benefit Date", which is the date the Project is completed.
(2) If the Goals are not met, the Developer agrees to repay all or a part of the
Business Subsidy to the City, plus interest ("Interest") set at the implicit price deflator defined in
Minnesota Statutes, Section 275.70, Subdivision 2, accruing [rom and after the Benefit Date,
compounded semimmually. If the Goals are met in part, the Developer will repay a portion of
the Business Subsidy (plus hlterest) detennined by multiplying the Business Subsidy by a
fraction, the numerator of which is the number of jobs in the Goals which were not created at the
wage level set forth above and the denominator of which is 40 (i.e. number of jobs set forth in
the Goals).
(3) The Developer agrees to (i) report its progress on achieving the Goals to the
Authority until the later of the date the Goals are met or two years from the Benefit Date, or, if
the Goals are not met, until the date the Business Subsidy is repaid, (ii) include in the report the
infonnation required in Minnesota Statutes, Section 1161.994, Subd. 7 on fomls developed by
the Minnesota Department of Trade and Economic Development, and (iii) send completed
reports to the Authority. The Developer agrees to file these reports no later than March I of each
year commencing March 1, 2006, and within 30 days after the deadline for meeting the Goals.
The Authority agrees that if it does not receive the reports, it will mail the Developer a warning
within one week of the required filing date. If within 14 days of the post marked date of the
warning the reports are not made, the Developer agrees to pay to the Authority a penalty of $1 00
for each subsequent day until the report is filed up to a maximum of $1 ,000.
(4) The Developer agrees to cause operations to continue in the City for at least five
(5) years after the Benefit Date.
(5)
SYSCO Corporation is the parent corporation ofthe Developer.
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(6) There are no other state or local govermnent agencIes providing financial
assistance for the Project other than the City.
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ARTICLE IV
EVENTS OF DEFAULT
Section 4.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the tem1 "Event of Default" shall mean whenever it is used in this
Agreement anyone or more of the following events:
(a) Failure by the Developer to timely pay any ad valorem real property taxes
and special assessments levied against the Development Property and all public utility
payments due and owing with respect to the Development Property.
(b) Failure by the Developer to cause the installation of the Project to be
completed pursuant to the tenlls, conditions and limitations of this Agreement.
(c) The holder of any mortgage on the Development Property or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a
result of any default under the applicable mortgage documents.
(d) If the Developer shall
(A) file any petition in bankruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under the United States Bankruptcy Act of 1978, as amended or under any similar
federal or state law; or
(B) make an assignment for the benefit of its creditors; or
(C) admit in writing its inability to pay its debts generally as they
become due; or
(D) be adjudicated a bankrupt or insolvent; or if a petition or answer
proposing the adjudication of the Developer, as a bankrupt or its reorganization
under any present or future federal bankmptcy act or any similar federal or state
law shall be filed in any court and such petition or answer shall not be discharged
or denied within sixty (60) days after the filing thereof; or a receiver, trustee or
liquidator of the Developer, or of the Project, or part thereof, shall be appointed in
any proceeding brought against the Developer, and shall not be discharged within
sixty (60) days after such appointment, or if the Developer, shall consent to or
acquiesce in such appointment.
(e) Failure of the Developer to observe or perfonn any other covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in
Section 4.1 occurs and is continuing, the Authority may take anyone or more of the following
actions after the giving of thirty (30) days' written notice to the Developer, but only if the Event
of Default has not been cured within said thirty (30) days:
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(a) The Authority may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the Authority, that the
Developer will cure its default and continue its perfol1nance under this Agreement.
(b) The Authority may cancel and rescind the Agreement.
(c) The Authority may take any action, including legal or administrative
action, in law or equity, which may appear necessary or desirable to enforce perfonnance
and observance of any obligation, agreement, or covenant of the Developer under this
Agreement.
Section 4.3. No Remedv Exclusive. No remedy herein conferred upon or reserved to
the Authority 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.
Section 4.4. No hnplied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any 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 brcach hercunder.
Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the Authority shall employ attorneys or incur other expenses for the
collection of payments due or to become due or for the enforcement or performance or
observance of any obligation or agreement on the part of the Developer herein contained, the
Developer agrees that he shall, on demand therefor, pay to the Authority the reasonable fees of
such attorneys and such other expenses so incurred by the Authority.
Section 4.6. Indemnification of Authoritv and City.
(1) The Developer releases from and covenants and agrees that the Authority, the
City, their governing body members, officers, agents, including the independent contractors,
consultants and legal counsel, servants and employees thereof (hereinafter, for purposes of this
Section, collectively the "Indemnified Parties") shall not be liable for and agrees to indemnify
and hold hannless 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 Project.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of
the Indemnified Parties, the Developer agrees to protect and defend the Indellli1ified Parties, now
and forever, and further agrees to hold the aforesaid hannless from any claim, demand, suit,
action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly
arising from the actions or inactions of the Developer (or if other persons acting on its bchalf or
under its direction or control) under this Agreement, or the transactions contemplated hereby or
the acquisition, construction, installation, ownership, and operation of the Project; provided, that
this indemnification shall not apply to the warranties made or obligations undertaken by the
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Authority in this Agrcement, but shall, in any event and without regard to any fault on the part of
the Authority, apply to any pecuniary loss or penalty (including interest thereon from the date the
loss is incuncd or penalty is paid by the Authority at a rate equal to the Prime Rate) as a result of
the Prg.iect causing the Tax Increment District to not qualify or cease to qualify as a
"redevelopment district" under Section 469.174, Subdivision 10, of the Act or to violate
limitations as to the use of Tax Increments as set forth in Section 469.176, Subdivision 4j.
(3) 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 the Authority and not of any goveming body member, officer, agent, servant or
employee of the Authority.
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ARTICLE V
ADDITIONAL PROVISIONS
Section 5.1. Restrictions on Use. The Developer agrees for itself, its successors and
assigns and every successor in interest to the Development Property, or any pmt thereof, that the
Developer and such successors and assigns shall operate, or cause to be operated, the Project for
any purpose other than as commercial facilities and shall devote the Development Property to,
and in accordance with, the uses specified in this Agreement.
Section 5.2. Conflicts of Interest. No member of the governing body or other official
of the Authority shall have mlY financial interest, direct or indirect, in this Agreement, the
Development Property or the Project, or any contract, agreement or other transaction
contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any decision relating to the
Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member,
official or employee of the Authority shall be personally liable to the Authority in the event of
any default or breach by the Developer or successor or on any obligations under the tenus of this
Agreement.
Section 5.3. 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 5.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) in the case of the Developer is addressed to or delivered personally to:
SYSCO Food Services of Minnesota, Inc.
2400 County Road J
St. Paul, MN 55112..4503
Attention: Chief Financial Officer
(b) in the case of the Authority is addressed to or delivered personally to the
Authority at:
Economic Development Authority
of the City of Mounds View
2401 Highway 10
Mounds View, MN 55112
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
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Section 5.5. Counterparts. This Agreement may be executed 111 any number of
counterparts, each of which shall constitute one and the same instrument.
Section 5.6. Law Governing. This Agreement will he govemed and construed 111
accordance with the laws of the State.
Section 5.7. Expiration. This Agreement shall tel111inate upon the earlier of (i) the date
following the last Note Payment Date, (ii) on any date upon which the Authority shall have
tenninated this Agreement under Section 4.2(b) thereof, or (iii) on the date that all principal
payable on the Note shall have been paid in full.
Section 5.8. Provisions Surviving Rescission or Expiration. Sections 3.3, 4.5 and 4.6
shall survive any rescission, termination or expiration of this Agreement with respect to or
arising out of any event, occurrence or circumstance existing prior to the date thereof.
Section 5.9. Assignability of Agreement and Note. This Agreement and the Note may
be assigned only with the consent of the Authority.
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IN WITNESS WHEREOF, the Authority and the Developer have caused this AgTeement
to be duly executed by their duly authorized representatives, on or as of the date first above
written.
SYScO FOOD SERVICES OF MINNESOTA,
INC.
By
Its
By
Its
This is a signature page to the Development Agreement by and between the Economic
Development Authority of the City of Mounds View, Minnesota and SYSCO Food Services of
Minnesota, Inc.
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ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF MOUNDS VIEW, MINNESOTA
By
Its Chair
By _
Its Executive Director
This is a signature page to the Development Agreement by and between the Economic
Development Authority of the City of Mounds View, Minnesota and SYSCO Food Services of
Minnesota, Inc.
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EXHIBIT A
Description of Development Property
SYSCO SUBJ TO RD; LOT 1 BLK 2
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EXHIBIT B
Form of Tax Incrcment Note
UNITED STATES OF AMERICA
ST A TE OF MINNESOTA
C01JNTY OF RAMSEY
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF MOUNDS VIEW, MINNESOTA
No.R-
$-
TAX INCREMENT REVENUE NOTE
(SYSCO MINNESOTA PROJECT)
The Economic Development Authority of the City of Mounds View, Minnesota (the
"Authority"), hercby acknowledges itself to be indebted and, for value received, hereby promises
to pay the amounts hereinafter described (the "Payment Amounts") to SYSCO Food Services of
Mimlesota, Inc. (the "Developer"), or its registered assigns (the "Registered Owner"), but only in
the manner, at the times, from the sources of revenue, and to the extent hereinafter provided.
The principal amount of this Note shall equal from time to time the principal amount
stated above, as reduced to the extent that such principal installments shall have been paid in
whole or in part pursuant to the terms hereof; provided that the sum of the principal amount
listed above shall in no event exceed $250,000, as provided in that certain Development
Agreement, dated as of , 2005, as the same may be amended from time to time (the
"Development Agreement"), by and between the Authority and the Developer. The unpaid
principal amount hereof shall bear interest from the date of this Note at the simple, non-
compounded rate of five and no hundrcdths perccnt (5.00%) per aImum. Interest shall be
computed on the basis of a 360-day year consisting of twelve (12) 30-day months.
The amounts due under this Note shall be payable on February 1, 2006, and on each
August I and February 1 thereafter to and including August I, 2008, or, if the first should not be
a Business Day (as defined in the Development Agreement) the next succeeding Business Day
(the "Note Payment Dates"). On each Payment Date the Authority shall pay by check or draft
mailed to the person that was the Registered Owner of this Note at the close of the last business
day of the Authority preceding such Payment Date an amount equal to the sum of the Tax
Increments (hereinafter defined) received by the Authority during the six month period preceding
such Payment Date. All payments made by the Authority under this Note shall be applied first to
accrued interest and then to principal.
The Payment Amounts due hereon shall be payable solely from the tax increments (the
"Tax Increments") from the Development Property within the Authority's Tax Increment
Financing District No.3 (the "Tax Increment District") within its Redevelopment Project No.
which are paid to the Authority and which the Authority is entitled to retain pursuant to the
provisions of Mimlesota Statutes, Sections 469.174 through 469.1799, as the same may be
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amended or supplemented fi.om time to time (the "Tax Increment Act"). This Note shall
tenninute and be of no further force and effect at the earlier of (i) the date following the last Note
Payment Date defined above, (ii) on any date upon which the Authority shall have terminated the
Development Agreement under Section 4.2(b) thereof, or (iii) on the date that all principal and
interest payable hereunder shall have been paid in full.
The Authority makes no representation or covenant, express or implied, that the Tax
Increments will be sufficient to pay, in whole or in pal1, the amounts which are or may become
due and payable hereunder.
The Authority's payment obligations hereunder shall be further conditioned on the fact
that no Event of Default under the Development Agreement shall have OCCUlTed and be
continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall
become payable, without interest accming thereon in the meantime, if said Event of Default shall
thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default
under the Development Agreement the Authority elects to cancel and rescind the Development
Agreement, the Authority shall have no further debt or obligation under this Note whatsoever.
Reference is hereby made to all of the provisions of the Development Agreement, including
without limitation Section 3.2 thereof, for a fuller statement of the rights and obligations of the
Authority to pay the principal of this Note and the interest thereon, and said provisions are
hereby incorporated into this Note as though set out in full herein.
This Note is a special, limited revenue obligation and not a general obligation of the
Authority and is payable by the Authority only from the sources and subject to the qualifications
stated or referenced herein. This Note is not a general obligation of the Authority, and neither
the full faith and credit nor the taxing powers of the Authority are pledged to the payment of thc
principal of or interest on this Note and no prope11y or other asset of the Authority, save and
except the above-referenced Tax Increments or shall be a source of payment of the Authority's
obligations hereunder.
This Note is issued by the Authority in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Milmesota, including the Tax
Increment Act.
This Note may be assigned only with the consent of the Authority. In order to assign the
Note, the assignee shall surrender the same to the Authority either in exchange for a new fully
registered note or for transfer of this Note on the registration records for the Note maintained by
the Authority. Each pennitted assignee shall take this Note subject to the foregoing conditions
and subject to all provisions stated or referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Millilesota to be done, to have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been perfonned in regular and due fon11, time, and manner as required by
law; and that this Note, together with all other indebtedness of the Authority outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the Authority to exceed any constitutional or statutory limitation thereon.
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IN WITNESS WHEREOF, Economic Development Authority of the City of Mounds
View, Minnesota, by its Board of Commissioners, has caused this Note to be executed by the
manual signatures of its Chair and Executive Director and has caused this Note to be issued on
and dated
./)/I/~
/iHI'-,f Ita:,:-
. ,r'O" ----1-- '\
Chair · \\
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Executive Director
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CERTIFICA TION OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued on
200_, was on said date registered in the name of SYSCO Food Services of Milmesota, Inc.,
and that, at the request of the Registered Owner of this Note, the undersigned has this day
registered the Note in the name of such Registered Owner, as indicated in the registration blank
below, on the books kept by the undersigned for such purposes.
NA.ME AND ADDRESS OF
REGISTERED OWNER
DATE OF
REGISTRA nON
SIGNA TURE OF
SECRETARY
SYScO Food Services of
Minnesota, Inc.
2400 County Road J
St. Paul, MN 55112-4503
Attention: Chief Financial Officer
,200_
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