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CALL TO ORDER
ROLL CALL -
APPROVAL OF AGENDA
Linke
Quick Wuori
Blanchard Trude
EDA ACTION: A T D
Comments:
APPROVAL OF MINUTES: May 9, 1994
EDA ACTION: A T D
Comments:
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5. CONSENT AGENDA
No items on consent agenda.
EDA ACTION:
Comments:
6. PUBLIC HEARINGS:
No public hearings scheduled for this EDA Meeting.
7. EDA BUSINESS:
A. Consideration of Resolution No. 94-EDA5 Approving and
Authorizing the Execution of a Development Assistance
Agreement with the Everest Group, Ltd., Regarding Multi-Tech
Expansion
EDA ACTION: A T D
Comments:
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B. Consideration of Resolution No. 94-EDA4 Approving and
Authorizing the Execution of a Development Assistance
Agreement with the Everest Group, Ltd., Regarding C. G. Hill
EDA ACTION:
Comments :
C. Consideration of Resolution No. 94-EDA7 (to be handed out
Monday evening) Approving and Authorizing the Execution of
a Development Assistance Agreement with MSP/Westminster
Regarding the Silver Lake Point Senior Housing Project
EDA ACTION: A T D
Comments:
D. Consideration of Resolution No. 94-EDA6 Approving and
Authorizing the Execution of a Certain Agreement with the
Everest Group Ltd.
EDA ACTION: A T D
Comments:
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8. REPORTS:
Report of EDA Board Members:
1. Report of President Linke:
2. Report of Vice President Blanchard:
3. Report of Secretary Wuori:
4. Report of Commissioners:
a. Commissioner Quick:
b. Commissioner Trude:
5. Report of Executive Director:
6. Report of Treasurer:
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7. Report of Attorney:
9. ADJOURNMENT:
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I�tOUNDS VIEW ECON�IVIIC DEVELOPNIENT A�JTHOIaITY
REQUEST FOR EDA CONSII)E�TIOIV
STAFF REP�RT
EDA i1�IC�TING DATC May 23, 1994
LDA Actiou:
❑ Specia( Order of Business Agenda Section: �• A
❑ Public Hearin3s Report Number: ED - -
❑ Cunsent Agencla Reporc Date: - '
� CDA Busiucss
Itr:ni Dcscriptioii: Consideration of Resolution No. 94-EDAS Approving and Authorizing the
Execution of a Development Assistance Agreement with the Everest Group, Ltd., Regarding
�ulit-T ch Expansion
Yecutive �irectors Review/Recommendation:
- No comments to supplement tliis report
- Conuiicuts attacl�eci
Lxplanation/Sumntary (auacn supplen,cni snecis :u nccessary)
SUi�Ii�WRY:
The EDA has been negotiating the TIF assistance package with
Everest for the Multi-Tech expansion project for the past 18
months. The result of the negotiations is the proposed
Development Agreement which is presented to the EDA for
consideration at the Monday, May 23, 1994 meeting. The
Agreement provides the following:
1. A"Pay-As-You-Go Tax Increment Financing assistance - the
base value of the development is frozen at pay 1994
levels ($139,000) with 85% of the new increment paid to
reimburse the Developer for prepaid development costs
(land purchase, soil correction) and 15o paid to the
City, 10% administrative fees provided by law and 5% for
special TIF projects within the Project Area.
2. The increment payback will be in the form of a Revenue
Note (similar to the Sysco project) in which the money
will be repaid to the Developer only from the newly
generated inEr.ement and only to an amount not to exceed
$ 7 0 7 , ja�2'�
r�!/'—
Samantha O uno,�Executiv�Director
R�CO�li1E�D.-�7'ION:
Motion to waive the reading and approve/disapprove Resolution No. 94-EDA5 Approving and
Authorizing the Execution of a Development Assistance Agreement with the Everest Group, Ltd.,
Regarding Multi Tech Expansion
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EDA STAFF REPORT
PAGE TWO
MAY 23, 1994
3. The term of the payback is 10 years at an interest rate
of 7%.
4. The Improvements to the property will be an approximate 60,000 sq. ft. addition
to the existing Multi-Tech building to be completed by December 31, 1994.
The City's risks in this type of TIF assistance package is minimal. If the development
does not generate sufficient increment to make the payments on the Revenue Note, the
City is under no obligation to make the payments. The Developer assumes all the risks
that the development will generate sufficient revenues.
It is anticipated that the project will generate over 150 additional jobs at Multi-Tech over
a 5 year period. Perhaps most importantly is that the project keeps in Mounds View a
valuable and well respected business which has exhibited the spirit and practice of
public/private partnerships.
There are conditions to the approval of the Development Agreement - the issue of park
dedication fees to the City have not been resolved. As this issue is essential to the
progress of the project, the Commissioners may wish to make approval of the
Development Agreement contingent upon a resolution between the City and the
Developer of the park dedication fee payment.
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RESOLUTION NO. 94-EDA5
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A
DEVELOPMENT ASSISTANCE AGREEMENT WITH THE EVEREST GROUP, LTD.,
REGARDING MULTI-TECH EXPANSION
It is hereby resolved by the Board of Commissioners (the "Board") of the
Mounds View Economic Development Authority (the "Authority") as follows:
1. Recitais.
(a) The Authority has the powers provided in Minnesota Statutes,
Sections 469.124 to 469.134 and 469.090 to 469.108 (collectively, the "Act").
(b) Pursuant to and in furtherance of the objectives of the Act, the
Autharity has undertaken a program to promote development and
redevelopment of certain land within the City of Mounds View and in this
connection is engaged in carrying out the Mounds View Economic
Development Project (the "Project") within the City.
(c) There has been approved pursuant to the Act a Project Plan for
the Project.
(d) The redevelopment and development of property within the
Project by private developers are stated objectives of the Project Plan.
(e) In order to achieve the objectives of the Project Plan, the
Authority has determined to provide substantial aid and assistance through the
financing of certain of the pubiic costs of development.
(� The Everest Group, Ltd. (the "Developer"), has presented the
Authority with a proposal for the completion of certain improvements within the
Project, consisting generaily of the construction of an approximately 60,000
square foot expansion of the Multi-Tech facilities in the City, and a certain
Development Assistance Agreement between the Authority and the Developer
(the "Development Agreement" - attached herein as Attachment A) stating the
terms and conditions thereof and the Authority's responsibilities respecting the
assistance thereof has been presented to the Board for its consideration.
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RESOLUTION NO. 94-EDAS
PAGE TWO OF TWO
2. The Board hereby determines that the Authority's execution and
performance of the Development Agreement would be in furtherance of the Project
plan and hereby approves the Development Agreement substantially in the form
presented to the Board and hereby authorizes the officers of the Authority in their
discretion and at such time, if any, as they may deem appropriate to execute the
same on behalf of the Authority, with such additions and modifications as those
officers may deem desirable or necessary, as evidenced by their execution thereof.
3. Upon execution and delivery of the Development Agreement, the officers
and employees of the Authority (including members of the City staff, acting in their
capacity as staff to the Authority as well) are hereby authorized and directed to take
or cause to be taken such actions as may be appropriate or necessary on behalf of
the Authority to implement the Development Agreement, including without limitation
issuance of the EDA Note and execution of the Certificate of Completion under the
Development Agreement.
4. The Board hereby determines that the execution and performance of the
Development Agreement will help realize the public purposes of the Act and are in
furtherance of the Project Plan.
Adopted by the Board of Commissioners of the Mounds View Economic
Development Authority on May 23, 1994.
ATTEST:
President
(SEAL)
Executive Director
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5/3/94 Draft
DEVELOPMENT ASSISTANCE AGREEMENT
By and Between
THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
And
EVEREST DEVELOPMENT, LTD.
[MULTI-TECH EXPANSION]
This document drafted by:
Briggs and Morgan
2200 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
Telephonee (612) 223-6600
Facsimile: (612) 226-6450
262545.1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . o . . . 7-1
EXHIBIT A - Development Property . . . . . . . . . . . . . . A-1
EXHIBIT B - Form of EDA Note . . . . . . . . . . . . . . . . B-1
EXHIBIT C = Certificate of Completion . . . . . . . . . . . . C-1
262545.1
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pursuant to this Agreement. Such plans shall at a minimum include,
where applicable, the following: (i) site plan; (ii) foundation
plan; (iii) basement plans; (iv) floor plan for each floor; (v)
cross sections of each (length and width); (vi) elevations (all
sides); (vii) the Design Plans; and (viii) adequate plans, drawings
and specifications relating to all driveways, walks, parking and
other improvements to be constructed upon the Development Property
by the Developer.
"Desiqn Plans" means plans which show in adequate detail the
design, architectural style, facia, signing, lighting, landscaping,
parking and interior traffic components of the Improvements, or
applicable portions thereof.
"Developer" means Everest Development, Ltd., a Minnesota
corporation, or its successors or assigns under this Agreement.
"Development Costs" means unreimbursed costs incurred and paid
by the De�eloper in acquiring, carrying, and improving the
Development Property.
"Development District10 means the Authority°s Development
District No. 2, as amended. (Note: As of May 9, 1994, the
Development District has been incorporated into the Authority's
Mounds View Economic Development Project.)
"Development Program" means the Authority's Development
Program for the Development District, as amended. (Note: As of
May 9, 1994, the Development Program has been incorporated into the
Project Plan of its Mounds View Economic Development Project.)
"Development Property" means the real property described in
Exhibit A of this Agreement.
"EDA Note" means the obligation substantially in the form of
the attached Exhibit B which is described in Section 3.2.
"Event of Default" means any Event of Default described in
Section 5.1 of this Agreement.
"Improvements" means the approximately ;�o square foot
expansion of Multi-Tech's existing manufacturing/warehouse/office
facilities located within the Tax Increment Finance District, and
all other improvements, including walks, landscaping, utility
improvements and relocations, and fixtures and equipment, to be
constructed or installed upon the Development Property in
connection with and in order to facilitate the above described
improvements.
262545 .1 1- 2
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Re�resantations and Warranties bv the
Authoritv. The Authority represents and warrants that:
(a) The Authority is a municipal corporation and
political subdivision of the State organized and existing
under the laws of the State.
(b) The Authority has the authority to enter into this
Agreement and carry out its obligations hereunder, subject to
the same enforceability exceptions provided in Section 2.2(a)
with respect to the Developer.
(c) The Authority represents that the City established
the Development District and adopted its Development Program
pursuant to the Minnesota Municipal Development District Act,
previously found in Minnesota Statutes, Chapter 472A, and now
codified in Minnesota Statutes, Sections 469.124 through
469.134, and that the City established the Tax Increment
Financing District within the Development District pursuant to
the Tax Increment Act. The Authority also represents that
pursuant to Minnesota Statutes, Section 469.093, on March 28,
1994, the City Council adopted an enabling resolution and
thereby established the Authority. Pursuant to Minnesota
Statutes, Section 469.094, Subdivision 2, the City transferred
to the Authority, and the Authority accepted from the City
transfer of, the control, authority, and operation of the
Development District, including the Tax Increment Financing.
District therein, thereby empowering the Authority to exercise
all of the powers that the City could exercise with respect to
the Development District, subject to the covenant and pledge
by the Authority to perform the terms, conditions, and
covenants of all bond indentures and other agreements executed
for the security of any bonds issued and any other activities
undertaken with respect to the Development District.
(d) The Authority makes no representation, guarantee, or
warranty, either express or implied, and hereby assumes no
responsibility or liability as to the Development Property or
its condition (whether regarding soils, pollutants, hazardous
wastes or materials or otherwise) or that the Development
Property will be suitable for the purposes or needs of the
Developer or Multi-Tech.
262545 .1 2 -1
agreement, or instrument of whatever nature to which the
Developer is now a party or by which it or its property is
bound or will constitute a default under any of the foregoing.
(f) The Developer represents that it would not be able
to undertake the Improvements in the reasonably foreseeable
future without the assistance to be provided by the Authority
under this Agreement.
(g) The Developer covenants that the Zmprovements will
be constructed on the Development Property, a portion of which
Multi-Tech currently owns and the remainder of which
(consisting of approximately 217,800 square feet of land area)
Multi-Tech is purchasing from the Developer pursuant to an
executed agreement. The Developer represents that it will
construct the Improvements pursuant to an executed agreement
with Multi-Tech, but Multi-Tech will own all of �.he
Development Property and will occupy the Improvements.
262545.1 2 ' 3
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and the Authority retains full discretion as to any authorized
application thereof, regardless of whether the Available Tax
Increments are sufficient to reimburse the Developer in full
for the above-described costs. To the extent that the
Available Tax Increments are insufficient, through the final
Payment Date (February 1, 2006), to pay all accrued and unpaid
interest on and the principal of the EDA Note, said unpaid
amounts shall then cease to be any debt or obligation of the
Authority whatsoever.
(d) The unpaid principal of the EDA Note shall bear.
simple, non-compounded interest at 7.00� per annum from the
date of execution of the Certificate of Completion. Interest
shall be computed on the basis of a 360-day year consisting of
12 months of 30 days each. •
(e) The EDA shall not endeavor to issue the EDA Note so
that the interest thereon shall be exempt from federal or
State income taxation, and the Parties accordingly anticipate
that the EDA Note will be a"taxable" obligation.
(f) The EDA Note shall be a special and limited revenue
obligation of the Authority and not a general obligation of
the Authority, and only Available Tax Increments shall be used
to pay the p�incipal of and interest on the EDA Note. The EDA
Note shall not be any obligation whatsoever of the City.
(g) The Authority's obligation to make payments on the
EDA Note shall be conditioned upon the requirement that there
shall not at the time have occurred and be continuing an Event
of Default; provided, however, that if such Event of Default
shall subsequently have been cured to the reasonable
satisfaction of the Authority, such unpaid obligations shall
thereupon be reinstated and thereby become due and payable.
(h) The EDA Note shall be governed by and payable
pursuant to the additional terms thereof, as set forth in
Exhibit B. In the event of any conflict between the terms of
the EDA Note and the terms of this Section 3.2, the terms of
the EDA Note shall govern.
(i) Following any termination of this Agreement by the
EDA pursuant to Section 5.2 hereof, no further or unpaid
amounts of the EDA Note shall then or thereafter be due and
payable by the Authority under this Section or the EDA Note
but shall thereupon be extinguished.
(j) The pledge of the Available Tax Increments made in
this 5ection 3 e 2 and in the EDA Note to payment of the EDA
Note shall in all respects be junior and subordinate to the
262545.1 3 - 2
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Authority, the Developer shall submit the proposed change to
the Authority for its approval or rejection pursuant to this
Section. A proposed change in the Construction Plans shall be
deemed approved unless rejected by the Authority in writing
within 10 working days of submission thereof with a statement
of the Authority's reasons for such rejection.
Section 3.4. Certificate of ComAletion.
(a) Promptly after completion of the Improvements in
accordance with the provisions of this Agreement, and upon
written request made to the Authority, the Authority will
execute the Certificate of Completion in the form attached
hereto as Exhibit C, which shall then be a conclusive
determination of satisfaction and termination of the
agreements and covenants in this Agreement with respect to the
completion of the Improvements. The following shall be
conditions precedent to the Authority's obligation to execute
the Certificate of Completion:
(i) There shall exist no Event of Default
hereunder, and the Improvements shall have been
completed in substantial conformity to the terms of
this Agreement;
(ii) The City shall have issued a Certificate
of Occupancy for the Improvements; and
(iii) Multi-Tech shall have accepted and
occupied the Improvements or indicated in writing
its acceptance of the Improvements and its
intention to occupy them.
(b) If the Authority determines that it cannot execute
the Certificate of Completion, it shall, within 20 days after
written request therefor, provide a written statement
indicating in adequate detail why it cannot do so and also
indicating what measur,es or acts it will be necessary to be
taken or performed in order to permit execution of the
Certificate of Completion.
262545 .1 3 - 4
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(iii) There. shall be submitted to the
Authority for rsview and prior written
approval all instruments and other documents
involved in effecting the transfer of any
interest in this Agreement or the Development
Property.
Section 4.2. Release and Indemnification Covenants.
(a) The Developer releases from and covenants and agrees
that the Authority and the governing body members, officers,
agents, including its 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 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
Improvements, except that the foregoing indemnity shall not
apply to any liability arising pursuant to an act or omission
of any of the Indemnified Parties.
(b) Except for any willful misrepresentation or any
willful or wanton misconduct of the Indemnified Parties, 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 acquisition,
construction, installation, ownership, and operation of the
Improvements, provided, that this indemnification shall not
apply to the warranties made or obligations undertaken by the
Authority in this Agreement.
(c) 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 governing body
member, officer, agent, servant or employee of the Authority.
(d) This Agreement shall not create and shall not be
construed to create any partnership, joint venture, agency or
employment relationship between the Parties.
262545 .1 4 -2
Section 5.4. No Additional Waiver Imp�ied bv One Waiver. If
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 breach
hereunder.
262545.1 5-2
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interests hereunder as against the Authority, and no such other
party shall have standing to complain of the Authority's exercise
of, or alleged failure to exercise, its rights and obligations, or
of the Authority's performance or alleged lack thereof, under this
Agreement.
262545.1 6-2
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EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property consists of the following described
properties, all located in the City of Mounds View, Ramsey County,
Minnesota:
262545 .1 A-1
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such Payment Date an amount equal to the lesser of (1) the
Available Tax Increments (as hereinafter defined) and (2) the sum
of (i) the accrued and unpaid interest hereon and (ii) th�
aggregate amount of the unpaid principal of this Note. The EDA
shall have the option at any time to prepay in whole or in part the
principal amounts of this Note at par plus accrued interest. All
payments made by the EDA under this Note shall be applied first to
pay accrued and unpaid interest on this Note and second toward
payment of principal hereof.
[5] The amounts due hereon shall be payable solely from
certain tax increments (the "Tax Increments") which are paid to the
EDA and which the EDA is entitled to receive and retain pursuant to
the provisions of Minnesota Statutes, Sections 469.174 through
469.179, as the same may be amended or supplemented from time to
time (the "Tax Increment Act"), from the EDA's Tax Increment
Financing District No. 1(the "TIF District") within its
Development District No. 2, both the TIF District and said
Development District having been incorporated by the EDA inta its
Mounds View Economic Development Project. This Note shall
terminate and be of no further force and effect on any date upon
which the EDA shall have terminated the Development Agreement, on
the last Payment Date (February 1, 2006) following payment thereon
of the Available Tax Increments then due, or on the date that all
principal and interest payable hereunder shall have been paid in
full, whichever occurs earliest.
[6] As used herein, the term Available Tax Increments, as of
a Payment Date, means 85� of those Tax Increments derived from the
Improvements (as defined in the Development Agreement) and received
by the EDA within the 6-month period preceding said Payment Date.
The pledge of Available Tax Increments to the payment of this Note
is junior and subordinate to the need and use thereof for payment
of the Bonds, all as defined and described in the Development
Agreement.
[7] The EDA makes no representation or covenant, express or
implied, that the revenues described herein will be sufficient to
pay, in whole or in part, the amounts which are or may otherwise
become due and payable hereunder. Any amounts which remain unpaid
on this Note following the final Payment Date (February 1, 2006)
shall no longer be a debt or obligation of the EDA whatsoever.
�8] The EDA's payment obligations hereunder shall be further
conditioned on the fact that there shall not at the time have
occurred and be continuing an Event of Default under the
Development Agreement, and, further, if pursuant to the occurrence
of an Event of Default under the Development Agreement the EDA
elects to terminate the Development Agreement, the EDA shall have
no further debt or obligation under this Note whatsoever.
262545.1 B-2
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CERTIFICATION OF REGISTRA,TION
It is hereby certified that the foregoing Note was as of the
latest date listed below registered in the name of the last
Registered Owner noted below, and that, at the request of said
Registered Owner of this Note, the undersigned has as of said
applicable date registered this Note as to principal and interest
on 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.
DATE OF SIGNATURE OF EDA
NAME OF REGISTERED OWNER REGISTRATION EXECUTIVE DIRECTOR
, 1994
, 19
, 19_
262545.1 B-�
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NIOUNDS VIEW ECOIVO�✓IIC I�EVELOPN�ENT �UT]Ei�R��
REQUEST FOR EDA CONSIDERATI�N
STAFF REPORT
EDA �Yi�LTING DAT� May 23, 1994
EDA Action:
❑ Special Order �f Business Agenda Section: �'B
❑ Public Hearings Report Number: EDA- -
❑ Conscnt Agencla Repurt Date: 5- -
� CDA Busincss
Iteni Dcscription: Consideration of Resolution No. 94-EDA4 Approving and Authorizing the
Execution of a Development Assistance Agreement with the Everest Group, Ltd, Regarding
Executive Director's I2eview/Recommendation:
- No comments to supplement this report
- Coiiinicnts attacl�ecl
Lxpl.ill.11lOq/SLLI11111:]ry (:�t[ach supplcmcnt shecls :is n�cessarY)
SUMN[ARY:
Attached for EDA consideration is the proposed Development
Agreement between Everest and the EDA regarding the development
project referred to as the C.G. Hill. The project consists of an
approximate 30, 000 square foot building to be located in the Mounds
View Business Park "East". The provisions for the Tax Increment
Assistance include:
1. Pay-As-You-Go TIF assistance in the amount of $196,000 to
reimburse the Developer for development costs.
2. The assistance will be packaged as a Revenue Note to be
paid to the Developer by the EDA from the increment
generated by the new development. The Developer will receive
85% of the new increment generated, the EDA will receive
150 of the new increment at a total reimbursement not to
exceed $196,000. The value of the property
will be frozen at the payable 1994 value (the land is
currently vacant land).
3. The term of the payback is 7 1/2 years - this is 18 months
longer than the 6 years that had originally been proposed.
4. The
Samantha
R�co`r�t�uD.aTto�:
t rate for the Revenue Note repayment is 7%.
uno� Execut�ive Director
Motion to waive the reading and approve/disapprove Resolution No. 94-EDA4 Approving and Authorizing
the Execution of a Development Assistant Agreement with the Everest Group, Ltd., Regarding C. G. Hill
Project and Authorize the President and Executive Director to Execute the Agreement.
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EDA REPORT
PAGE TWO
MAY 23, 1994
The project, which is anticipated to be completed, by December 31, 1994, will be one
of the final parcels to be occupied in the Mounds View Business Park East. C.G. Hill's
parcel is large enough to accommodate a possible expansion in future years.
Once again, the issue of park dedication fees have not been finalized between the City
and the Developer, Everest. It is suggested that the EDA consider a stipulation that
approval of the Agreement is contingent upon resolution of the park dedication issue.
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RESOLUTIC�N NO. 94-EDA4
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A
DEVELOPMENT ASSISTANCE AGREEMENT WITH THE EVEREST GROUP, LTD.,
REGARDING C.G. HILL PROJECT
It is hereby resolved by the Board of Commissioners (the "Board") of the
Mounds View Economic Dnvelopment Authority (the "Authority") as follows:
1. Recitals.
(a) The Authority has the powers provided in Minnesota Statutes,
Sections 469.124 to 469.134 and 469.090 to 469.108 (collectively, the "Act").
(b) Pursuant to and in furtherance of the objectives of the Act, the
Authority has undertaken a program to promote development and
redevelopment of certain land within the City of Mounds View and in this
connection is engaged in carrying out the Mounds View Economic
Development Project (the "Project") within the City.
(c) There has been approved pursuant to the Act a Project Plan for
the Project.
(d) The redevelopment and development of property within the
Project by private developers are stated objectives of the Project Plan.
(e) In order to achieve the objectives of the Project Plan, the
Authority has determined to provide substantial aid and assistance through the
financing of certain of the public costs of development.
(fl The Everest Group, Ltd. (the "Developer"), has presented the
Authority with a proposal for the completion of certain improvements within the
Project, consisting generally of the construction of an approximately 30,000
square foot buiiding in the City for C. G. Hill & Sons, Inc., and a certain
Development Assistance Agreement between the Authority and the Developer
(the "Development Agreement" - attached herein as Attachment A) stating the
terms and conditions thereof and the Authority's responsibilities respecting the
assistance thereof has been presented to the Board for its consideration.
� � : � _� . �� -�_ _ _ _ _� ��
RESOLUTION NO. 94-EDA4
PAGE TWO OF TWO
2. The Board hereby determines that the Authority's execution and
performance of the Development Agreement would be in furtherance of the Project
plan and hereby approves the Development Agreement substantially in the form
presented to the Board and hereby authorizes the officers of the Authority in their
discretion and at such time, if any, as they may deem appropriate to execute the
same on behalf of the Authority, with such additions and modifications as those
officers may deem desirable or necessary, as evidenced by their execution thereof.
3. Upon execution and delivery of the Development Agreement, the officers
and employees of the Authority (including members of the City staff, acting in their
capacity as staff to the Authority as well) are hereby authorized and directed to take
or cause to be taken such actions as may be appropriate or necessary on behalf of
the Authority to impiement the C�evelopmeni Agreement, including without limitation
issuance of the EDA Note and execution of the Certificate of Completion under the
Development Agreement.
4. The Board hereby determines that the execution and performance of the
Development Agreement will help realize the public purposes of the Act and are in
furtherance of the Project Plan.
Adopted by the Board of Commissioners of the Mounds View Economic
Development Authority on May 23, 1994.
ATTEST:
(SEAL)
President
Executive Director
5/3/94 Draft
DEVELOPMENT ASSISTANCE AGREEMENT
Hy and Between
THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
And
EVEREST DEVELOPMENT, LTD.
[C.G. HILL PROJECT]
This document drafted by:
Briggs and Morgan
2200 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
Telephone: (612) 223-6600
Facsimile: (612) 226-6450
►�7�iE:l�fl
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 7-1
EXHIBIT A - Development Property . . . . . . . . . . . . . . A-1
EXHIBIT B - Form of EDA Nate . . . . . . . . . . . . . . . B-1
EXHIBIT C - Certificate of Completion . . . . . . . . . . . . C-1
263185.1 2 2
� : - � � _ � �: _ __ _° �
or on behalf of the Developer on the Development Property,
including the Improvements and all other on-site improvements to be
performed, installed or constructed upon the Development Property
pursuant to this Agreement. Such plans shall at a minimum include,
where applicable, the following: (i) site plan; (ii) foundation
plan; (iii) basement plans; (iv) floor plan for each floor; (v)
cross sections of each (length and width); (vi) elevations (all
sides); (vii) the Des_ign Plans; and (viii) adequate plans, drawings
and specifications relating to all driveways, walks, parking and
other improvements to be constructed upon the Development Property
by the Developer.
"Design Plans" means plans which show in adequate detail the ���
design, architectural style, facia, signing, lighting, landscaping, )
parking and interior traffic components of the Improvements, or
applicable portions thereof. -
- _ _!�. _ - - .
"Developer" means Everest Development, Ltd., a Minnesota
corporation, or its successors or assigns under �his Agreemento
"Development Costs" means unreimbursed costs incurred and paid
by the Developer in acquiring, carrying, and improving the
Development Propertya
"Develooment District" means the Authority's Development
District No. 2, as amended. (Note: As of May 9, 1994, the
Development District has been incorporated into the Authority's
Mounds View Economic Development Project.)
"Development Program" means the Authority's Development
Program for the Development District, as amended. (Note: As of
May 9, 1994, the Deyelopment Program has been incorporated into the
Project Plan of its Mounds View Economic Development Project.)
"Development Propertv" means the real property described in
Exhibit A of this Agreement.
"EDA Note" means the obligation substantially in the form of
the attached E}chibit B which is described in Section 3.2.
"Event of Default" means any Event of Default described in
Section 5.1 of this Agreement.
"Improvements" means the approximately 30,000 square foot
building to be constructed by the Developer as C.G. Hill's
manufacturing/warehouse/office facilities to be located within the
Tax Increment Finance District, and all other improvements,
including walks, landscaping, utility improvements and relocations,
and f ixtures and equipment, to be constructed or installed upon the
263185.1 1-2
._ ___ _�� �
� _______ _ _ _
ARTICLE II
REPRESEPITATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations and Warranties bv the
Authority. The Authority represents and warrants that:
(a) The Authority is a municipal corporation and
political subdivision of the State organized and existing
under the laws of the State.
(b) The Authority has the authority to enter into this
Agreement and carry out its obligations hereunder, subject to
the same enforceability exceptions provided in Section 2.2(a)
with respect to the Developer.
(c) The Authority represents that the City established
the Development District and adopted its Development Program
pursuant to the Minnesota Municipal Development District Act,
previously found in Minnesota Statutes, Chapter 472A, and now
codified in Minnesota Statutes, Sections 469.124 through
469:134, and that the City established the Tax Increment
Financing District within the Development District pursuant to
the Tax Increment Act. The Authority also represents that
pursuant to Minnesota Statutes, Section 469.093, on March 28,
1994, the City Council adopted an enabling resolution and
thereby established the Authority. Pursuant to Minnesota
Statutes, Section 469.094, Subdivision 2, the City transferred
to the Authority, and the Authority accepted from the City
transfer of, the control, authority, and operation of the
Development District, including the Tax Increment Financing
District therein, thereby empowering the Authority to exercise
all of the powers that the City could exercise with respect to
the Development District, subject to the covenant and pledge
by the Authority to perform the terms, conditions, and
covenants of all bond indentures and other agreements executed
�or the security of any bonds issued and any other activities
undertaken with respect to the Development District.
(d) The Authority makes no representation, guarantee, or
warranty, either express or implied, and hereby assumes no
responsibility or liability as to the Development Property or
its condition (whether regarding soils, pollutants, hazardous
wastes or materials or otherwise) or that the Development
Property will be suitable for the purposes or needs of the
Developer or C.G. Hill.
263185.1 2-1
agreement, or instrument of whatever nature to which the
Developer is now a party or by .which it or its property is
bound or will constitute a default under any of the foregoing.
(f) The Developer represents that it would not be able
to undertake the Improvements in the reasonably foreseeable
future without the assistance to be provided by the Authority
under this Agreement.
(g) The Developer currently owns the Development
Property and covenants that the Improvements will be
constructed on the Development Property, consisting of
approximately 115,119 square feet of land area, which C.G.
Hill is purchasing from the Developer pursuant to an executed
agreement. The Developer represents that it will construct
the Improvements pursuant to an executed agreement with C.G.
Hill, but C.G. Hill will own all of the Development Property
and will occupy the Improvements.
263185 .1 2 - 3
and the Authority retains full discretion as to any authorized
application thereof, regardless of whether the Available Tax
Increments are sufficient to reimburse the Developer in full
for the above-described costs. To the extent that the
Available Tax Increments are insufficient, through the final
Payment Date (February 1, 2002) , to pay all accrued and unpaid
interest on and the principal of the EDA Note, said unpaid
amounts shall then cease to be any debt or obligation of the
Authority whatsoever.
(d) The unpaid principal of the EDA Note shall bear
simple, non-compounded interest at 7.00� per annum from the
date of execution of the Certificate of Completion. Interest
shall be computed on the basis of a 360-day year consisting of
12 months of 30 days each.
(e) The EDA shall not endeavor to issue the EDA Note so
that the interest thereon shall be exempt from federal or
State income taxation, and the Parties accordingly anticipate _
that the _EDA-�te_S+ti.�,�„_be a "taxable" obligation.
(f) The EDA Note shall be a spec�,�,L_and li.mited_r�Y�nue
obligation of the Authority and ._,�._a general_ obligation of�
the Authority, and only Available�Tax Increments shall be used
to pay the principal of and interest on the EDA Note. The EDA
Note shall not be any obligation whatsoever of the City.
(g) The Authority's obligation to make payments on the
EDA Note shall be conditioned upon the requirement that there
shall not at the time have occurred and be continuing an Event
of Default; provided, however, that if such Event of Default
shall subsequently have been cured to the reasonable
satisfaction of the Authority, such unpaid obligations shall
thereupon be reinstated and thereby become due and payable.
(h) The EDA Note shall be governed by and payable
pursuant to the additional terms thereof, as set forth in
Exhibit B. In the event of any conflict between the terms of
the EDA Note and the terms of this Section 3.2, the terms of
the EDA Note shall govern.
(i) Following any termination of this Agreement by the
EDA pursuant to Section 5.2 hereof, no further or unpaid
amounts of the EDA Note shall then or thereafter be due and
payable by the Authority under this Section or the EDA Note
but shall thereupon be extinguished.
(j) The pledge of the Available Tax Increments made in
this Section 3.2 and in the EDA Note to payment of the EDA
Note shall in all respects be junior and subordinate to the
263185.1 3 - 2
�
Authority, the Developer shall submit the proposed change to
the Authority for its approval or rejection pursuant to this
Section. A proposed change in the Construction Plans shall be
deemed approved unless rejected by the Authority in writing
within 10 working days of submission thereof with a statement
of the Authority's reasons for such rejection.
Section 3.4. Certificate of Completion.
(a) Promptly after completion of the Improvements in
accordance with the provisions of this Agreement, and upon
written request made to the Authority, the Authority will
execute the Certificate of Completion in the form attached
hereto as Exhibit C, which shall then be a conclusive
determination of satisfaction and termination of the
agreements and covenants in this Agreement with respect to the
completion of the Improvements. The fallowing shall be
conditions precedent to the Authority's obligation to execute
the Certificate of Completion:
(i) There shall exist no Event of Default
hereunder, and the Improvements shall have been
completed in substantial conformity to the terms of
this Agreement;
(ii) The City shall have issued a Certificate
of Occupancy for the Improvements; and
(iii) C.G. Hill shall have accepted and
occupied the Improvements or indicated in writing
its acceptance of the Improvements and its
intention to occupy them.
(b) If the Authority determines that it cannot execute
the Certificate of Completion, it shall, within 20 days after
written request therefor, provide a written statement
indicating in adequate detail why it cannot do so and also
indicating what measures or acts it will be necessary to be
taken or performed in order to permit execution of the
Certificate of Completion.
263185.1 3 - 4
(iii) There shall be submitted to the
Authority for review and prior written
approval all instruments and other documents
involved in effecting the transfer of any
interest in this Agreement or the Development
Property.
Section 4.2. Release and Indemnification Covenantso
(a) The Developer releases from and covenants and agrees
that the Authority and the governing body members, officers,
agents, including its 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 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
Improvements, except that the foregoing indemnity shall not
apply to any liability arising pursuant to an act or omission
of any of the Indemnified Parties.
(b) Except for any willful misrepresentation or any
willful or wanton misconduct of the Indemnified Parties, the
Developer agrees to protect and defend the Indemnified
Parties, now and forever, and further agrees to hold the
aforesaid harmless fram 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 acquisition,
construction, installation, ownership, and operation of the
Improvements, provided, that this indemnification shall not
apply to the warranties made or obligations undertaken by the
Authority in this Agreement.
(c) 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 governing body
member, officer, agent, servant or employee of the Authority.
(d) This Ag�eement shall not create and shall not be
construed to create any partnership, joint venture, agency or
employment relationship between the Parties.
263185.1 4 -2
Section 5.4. No Additional Waiver Implied by One Waiver. If
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 breach
hereunder.
263185.1 5-2
.w.: - _ ___-_ _-�_ � ___ _
interests hereunder as against the Authority, and no such other
party shall have standing to complain of the Authority's exercise
of, or alleged failure to exercise, its rights and obligations, or
of the Authority's performance or alleged lack thereo�, under this
Agreement.
263185.1 6 -2
T _T � �.. � .
i
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property consists of the following described
properties, all located in the City of Mounds View, Ramsey County,
Minnesota:
263185.1 A - 1
such Payment Date an amount equal to the lesser of (1) the
Available Tax Increments (as hereinafter defined) and (2) the sum
of (i) the accrued and unpaid interest hereon and (ii) the
aggregate amount of the unpaid principal of this Note. The EDA
shall have the option at any time to prepay in whole or in part the
principal amounts of this Note at par plus accrued interest. All
payments made by the EDA under this Note shall be applied first to
pay accrued and unpaid interest on this Note and second toward
payment of principal hereof.
[5] The amounts due hereon shall be payable solely from
certain tax increments (the "Tax Increments") which are paid to the
EDA and which the EDA is entitled to receive and retain pursuant to
the provisions of Minnesota Statutes, Sections 469.174 through
469.179, as the same may be amended or supplemented from time to
time (the "Tax Increment Act"), from the EDA's Tax Increment
Financing District No. 1(the "TIF District") within its
Development District No. 2, both the TIF District and said
Development District having been incorporated by the EDA into its
Mounds View Economic Development Project. This Note shall
terminate and be of no further force and effect on any date upon
which the EDA shall have terminated the Development Agreement, on
the last Payment Date (February 1, 2002) following payment thereon
of the Available Tax Increments then due, or on the date that all
principal and interest payable hereunder shall have been paid in
full, whichever occurs earliest.
[6] As used herein, the term Available Tax Increments, as of
a Payment Date, means 85g of those Tax Increments derived from the
Improvements (as defined in the Development Agreement) and received
by the EDA within the 6-month period preceding said Payment Date.
The pledge of Available Tax Increments to the payment of this Note
is junior and subordinate to the need and use thereof for payment
of the Bonds, all as defined and described in the Development
Agreement.
[7] The EDA makes no representation or covenant, express or
implied, that the revenues described herein will be sufficient to
pay, in whole or in part, the amounts which are or may otherwise
become due and payable hereunder. Any amounts which remain unpaid
on this Note following the final Payment Date (February 1, 2002)
shall no longer be a debt or obligation of the EDA whatsoever.
[8] The EDA's payment obligations hereunder shall be further
conditioned on the fact that there shall not at the time have
occurred and be continuing an Event of Default under the
Development Agreement, and, further, if pursuant to the occurrence
of an Event of Default under the Development Agreement the EDA
elects to terminate the Development Agreement, the EDA shall have
no further debt or obligation under this Note whatsoever.
263185. t B-2
� �_ _ .-. � - ,v : --� � �. �-. -
�
s = -a--
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing No�e was as of the
latest date listed below registered in the name of the last
Registered Owner noted below, and that, at the request of said
Registered Owner of this Note, the undersigned has as of said
applicable date registered this Note as to principal and interest
on 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.
NAME OF REGISTERED OWNER
DATE OF
REGI STRP,TION
263185 .1 B - 4
, 1994
, 19
, 19
SIGNATURE OF EDA
EXECUTIVE DIRECTOR
•rvs r�
_ .���`::it•-a%�2'..�, <k ' ' . y�-�� " '----_.
N10UNDS VIEW ECONOMiC DEVELOPMENT AUTHOR�TY
REQUEST FOR EDA CONSIDERATION
STAFF REPORT
EDA MLETING DATE May 23, 1994
EDA Action:
❑ Special Order of Business
❑ Public Hearin�s
❑ Cunsent I�gencla
[� CDA I3usi►icss
Agenda Section: � • �
Report Numbcr: - -
Rcpc�rt Datc: - -
Ite�ii Descriptiou: Consideration of Resolution No. 94-EDA7 Approving and Authorizing the
Execution of a Development Assistance Agreement with MSP/Westminster Regarding the Silver
��ke Poi � Senior Housing
xecutrve �7�rector s Review/Recommendation:
- No commcnts ro suppleuient tliis report
- C011llll(;Il[S 1UAC�1�Cj
rXp�Allation/Sunuiiary �attach iupplcmcnl shc;e[l :u nccc:ssary)
S IJ;�iNW RY:
Jim O'Meara has not finalized the Resolution for the Development
Agreement with MSP/Westminster for the Silver Lake Point Project.
He wil]_ have the resolution for the EDA Work Session. The final
draft of the Development Agreement is still being negotiated, but
wi 11 be ready f or the EDA Work Sess ion . There are very f ew changes ,
none are substantive or deviate from prior discussions regarding
the amount of the TIF package, the term of the assistance or the
Revenue Note structure.
�
Orduno, Executive Director
RECO�i�(ENDATIO�:
_ _-�- � �.----�-
�
, i
;_'
DEVELOPMENT ASSISTANCE AGREEMENT
By and Between
5/6/94 Draft
THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
And
[NAME OF COMPANY]
[SILVER LAKE POINT PROJECTJ
This document drafted by:
Briggs and Morgan
2200 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
Telephone: (612) 223-6600
Facsimile: (612) 226-6450
263418.1
t . _,.;. ... � _ . _ . . . . ' .' - _�....._ _. � � .� �r . _ � �
�""_ .. �-.... „�x,-> '_' w � '"� . .. ._ ._. ._ ,_. .. �:�.
f
TABLE OF CONTENTS
(This Table of Contents is not part of
the Development Assistance Agreement and
is only for convenience of reference.)
Pacte
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . 1-1
Section 1.1. Definitions . . . . . . . . . . . . . . . 1-1
ARTICLE II - REPRESENTATIONS, COVENANTS AND WARRANTIES ... 2-1
Section 2.1. Representations and Warranties by the
Authority . . . . . . . . . . . . . . . 2-1
Section 2.2. Representations, Covenants and Warranties
by the Developer . . . . o o . . . . . . 2-2
ARTICLE III - THE IMPROVEMENTS . . . . . . . . . . . . . . . 3-1
Section 3.1. Undertakings of the Developer ...... 3-1
Section 3.2. Undertakings of the Authority ...... 3-1
Section 3.3. Construction Plans . . . . . . . . . . 3-2
Section 3.4. Certificate of Completion . . . . . . . . 3-3
ARTICLE IV - PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
INDEMNIFICATION . . . . . . . . . . . . . . . . 4-1
Section 4.1. Prohibition Against Transfer of Property
and Assignment of Agreement . . . . . . . 4-1
Section 4.2. Release and Indemnification Covenants .. 4-2
ARTICLE V - EVENTS OF DEFAULT . . . . . . . . . . . . . . . . 5-1
Section 5.1. Events of Default Defined ........ 5-1
Section 5.2. Remedies on Default . . . . . . . . . . . 5-1
Section 5.3. No Remedy Exclusive . . . . . . . . . . 5-1
Section 5.4. No Additional Waiver Implied by One
Waiver . . . . . . . . . . . . . . . . . 5-2
ARTICLE VI - Additional Provisions . . . . . . . . . . . . . 6-1
Section 6.1. Titles of Articles and Sections .... a 6-1
Section 6.2. Notices and Demands . . . . . . . . . . . 6-1
Section 6.3. Counterparts . . . . . . . . . . . . . . 6-1
Section 6.4. Law Governing . . . . . . . . . . . . . . 6-1
Section 6.5. Time of the Essence . . . . . . . . . . 6-1
Section 6.6. No Third-Party Beneficiaries ...... 6-1
ARTICLE VII - TERMINATION OF AGREEMENT; EXPIRATION ..... 7-1
Section 7.1. Termination . . . . . . . . . . . . . . 7-1
Section 7.2. Sections to Survive Termination ..... 7-1
253418.1 1
,
EXHIBIT A - DEVELOPMENT PROPERTY . . . . . . . . . . . . . . A-1
EXHIBIT B - FORM OF EDA NOTE . . . . . . . . . . . . . . . . B-1
EXHIBIT C - CERTIFICATE OF COMPLETION . . . . . . . . . . . . C-1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 7-1
263418.1 1
�
(;
�
�
DEVELOPMENT ASSISTANCE AGREEMENT
THIS AGREEMENT is dated as of , 1994; is
by and between the Mounds View Economic Development Authori�y and
[Name of Company], a Minnesota ; and provides as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. In this Agreement, unless a
different meaning clearly appears from the context:
"Agreement" means this Development Assistance Agreement by and
between the Authority and the Developer, as the same may be from
time to time modified, amended or supplemented.
"Authoritv" means the Mounds View Economic Development
Authority.
"Board" means the Board of Commissioners of the Authority, its
governing body.
"Certificate of Completion" means the certificate
substantially in the form of the attached Exhibit C, to be executed
by the Authority upon the conditions provided in Section 3.4 hereof
upon completion of the Improvements.
"Citv" means the City of Mounds View, Minnesota.
"Construction Plans" means the plans, specifications, drawings
and related documents on all construction work to be performed by
or on behalf of the Developer on the Development Praperty,
including the Improvements and all other on-site improvements to be
performed, installed or constructed upon the Development Property
pursuant to this Agreement. Such plans shall at a minimum include,
where applicable, the following: (i) site plan; (ii) foundation
plan; (iii) basement plans; (iv) floor plan for each floor; (v)
cross sections of each (length and width); (vi) elevations (all
sides); (vii) the Design Plans; and (viii) adequate plans, drawings
and specifications relating to all driveways, walks, parking and
other improvements to be constructed upon the Development Property
by the Developer.
"Desicrn Plans" means plans which show in adequate detail the
design, architectural style, facia, signing, lighting, landscaping,
263418.1 1-1
parking and interior traffic components of the Improvements, or
applicable portions thereof.
"Develoger" means [Name of Company], a Minnesota
, or its successors or assigns under this Agreement.
"Development Costs" means all costs incurred and paid by the
Developer in acquiring and improving the Development Property and
in completing the Improvements.
"Development District" means the Authority's Development
District No. 1, as amended. (Note: As of May 9, 1994, the
Development District has been incorporated into the Authority's
Mounds View Economic Development Project.)
"Development Program" means the Authority's Development
Program for the Development District, as amended. (Note: As of
May 9, 1994, the Development Program has been incorporated into the
Project Plan of its Mounds View Economic Development Project.)
"Development Propertv" means the real property described in
Exhibit A of this Agreement.
"EDA Note" means the obligation substantially in the form of
the attached Exhibit B which is described in Section 3.2.
"Event of Default" means any Event of Default described in
Section 5.1 of this Agreement.
"Im�rovements" means the � unit residential rental facility
to be constructed by the Developer on the Development Property
within the Tax Increment Financing District, and all other
improvements, including walks, landscaping, utility improvements
and relocations, and fixtures and equipment, to be constructed or
installed upon the Development Property in connection with and in
order to facilitate the above described improvements.�
"Low/Moderate Senior Uses" means
"Partv" means either the Developer or the Authority, as the
context may require.
"Parties" means the Developer and the Authority.
"State" means the State of Minnesota.
"Tax Increment Act" means Minnesota Statutes, Sections 469.174
through 469.179, as the same may be amended or supplemented.
263418.1 1 ° 2
"Tax Increments" means those tax increments which the
Authority shall be entitled to receive and retain, and which the
Authority shall have actually received, from Ramsey County from
time to time from the Tax Increment Financing District pursuant to
the Tax Increment Act; and "Available Tax Increments" means, as
further defined in Section 3.2, the portion of the Tax Increments
which shall be available to pay the Authority's obligations under
the EDA Note.
"Tax Increment Financinq District" means the Authority's Tax
Increment Financing District No. 2 within the Development District,
as now under the governance and control of the Authority, as
described in Section 2.1(c).
"Term" means the period beginning on the date of this
Agreement and ending on (1) February 1, 2012, or (2) on such date
(if any) as the Authority shall have terminated this Agreement
pursuant to its terms, whichever shall occur earlier.
"Unavoidable Delavs" means any delay outside the control of
the Party claiming its occurrence which is the direct result of
strikes, other labor troubles, unusually severe or prolonged bad
weather, unavailability of materials, Acts of God, fire or other
casualty to the Improvements, litigation (including without
limitation bankruptcy proceedings) and which directly results in
delays; or acts of any federal, state or local governmental unit
which directly result in delays.
263478.1 1-3
�
ARTICLE II
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2.1. Representations and Warranties by the
Authoritv. The Authority represents and warrants thate
(a) The Authority is a municipal corporation and
political subdivision of the State organized and existing
under the laws of the State.
(b) The Authority has the authority to enter into this
Agreement and carry out its obligations hereunder, subject to
the same enforceability exceptions provided in Section 2.2(a)
with respect to the Developer.
(c) The Authority represents that the City established
the Development District and adopted its Development Program
pursuant to the Minnesota Municipal Development District Act,
previously found in Minnesota Statutes, Chapter 472A, and now
codified in Minnesota Statutes, Sections 469.124 through
469.134, and that the City established the Tax Increment
Financing District within the Development District pursuant to
the Tax Increment Act. The Authority also represents that
pursuant to Minnesota Statutes, Section 469.093, on March 28,
1994, the City Council adopted an enabling resolution and
thereby established the Authority. Pursuant to Minnesota
Statutes, Section 469.094, Subdivision 2, the City transferred
to the Authority, and the Authority accepted from the City
transfer of, the control, authority, and operation of the
Development District, including the Tax Increment Financing
District therein, thereby empowering the Authority to exercise
all of the powers that the City could exercise with respect to
the Development District, subject to the covenant and pledge
by the Authority to perform the terms, conditions, and
covenants of all bond indentures and other agreements executed
for the security of any bonds issued and any other activities
undertaken with respect to the Development District.
(d) The Authority makes no representation, guarantee, or
warranty, either express or implied, and hereby assumes no
responsibility or liability as to the Development Property or
its condition (whether regarding soils, pollutants, hazardous
wastes or materials or otherwise) or that the Development
Property will be suitable for the purposes or needs of the
Developer.
263418.1 2' 1
�
�. � , ---=s= _ :-�- . __ _.- ___ - � �
Section 2.2. Representations Covenants and Warranties bv
the Develoner. The Developer represents, covenants, and warrants
that:
(a) The Developer is a duly organized,
existing, and in good standing under the laws of the State of
Minnesota. The Developer, has full power and authority to
enter into this Agreement and to perform its obligations
hereunder and has taken or caused to be taken all actions
necessary to make the Agreement, when executed and delivered
by the Parties, the valid and binding agreement and obligation
of the Developer, enforceable in accordance with its terms,
except to the extent such enforceability may be limited by
equitable principles and by laws affecting remedies and by
bankruptcy, moratorium and insolvency laws and laws affecting
creditors' rights, heretofore or hereafter enacted.
(b) The Improvements shall be completed by the Developer
in accordance with the terms of this Agreement and all
applicable 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
cammunication from any local, state or federal official to the
effect (and, to the best of the Developer's knowledge, there
is no other basis upon which to believe) that the execution of
this Agreement or the performance by the Developer under this
Agreement is, may be or will be in violation of any local,
state or federal law or regulation.
(d) The Developer agrees and covenants that it will use
its best efforts to obtain or cause to be obtained, in a
timely manner, all required permits, authorizations, licenses
and approvals, including environmental and zoning approvals
for the Development Property and the Improvements, and that
the Developer will meet and abide by, in a timely manner, all
requirements and conditions of all such permits,
authorizations, licenses, and approvals and of all applicable
local, state, and federal laws and regulations which must be
obtained or met before the Improvements may be lawfully
undertaken, completed and operated.
(e) Neither the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby
nor the fulf illment of or compliance with the terms and condi-
tions of this Agreement is prevented or limited by or in
conflict with or will result in a breach of the terms,
conditions or provisions of the Developer's Articles of
Incorporation (?) or By-Laws or of any
263418.1 2 - 2
, __. _.. �.� T
; ____ .. _ _____ - . . .
evidences of indebtedness, agreement, or instrument of
whatever nature to which the Developer is now a party or by
which it or its property is bound or will constitute a default
under any of the foregoing.
(f) The Developer represents that it would not be able
to undertake, complete and provide for the operation of the
Improvements in the reasonably foreseeable future without the
assistance to be provided by the Authority under this
Agreement.
(g) The Developer represents that it owns the
Development Property or has executed binding agreements to
purchase the Development Property from the owners thereof.
(h) The Developer covenants not less than 60 (75�) of
the residential rental units of the Improvements will be
reserved throughout the Term for Low/Moderate Senior Uses and
that the Improvements will be managed throughout the Term
either by the Developer or by a manager which is acceptable to
the City in its reasonable discretion, with due regard for the
experience and ability of any such manager in managing
projects of a similar type and in providing the services
required for the Low/Moderate Senior Uses.
263418.1 2 - 3
� _ .._____. '__ . L ... _ . " " '" _ ' _ _ _.__."_�_�F� `��__•_ __ {z..�.::�.__ _.. .. �__ __ -
ARTICLE III
THE IMPROVEMENTS
Section 301. Undertakings of the Developer. Subject to
Unavoidable Delays, the Developer shall have completed the
Improvements in accordance with the approved Construction Plans by
, 1995.
Section 3.2. Undertakinas of the Authoritv. The Developer
hereby represents to the Authority that the Developer has incurred
and paid or will incur and pay Development Costs which in the
aggregate exceed $1,750,000. The Authority hereby agrees to defray
up to $1,750,000 of the Development Costs by issuing the EDA Note
to the Developer, as registered owner thereof, substantially in the
form of Exhibit B to this Agreement, the issuance of which EDA Note
is hereby authorized and approved, subject to the following
conditions:
(a) The EDA Note shall be dated, issued and delivered as
soon as practicable following the execution and delivery of
this Agreement, provided no Event of Default shall have
occurred and be at the time continuing.
(b) As a condition to such reimbursement of Development
Costs pursuant to the EDA Note, the Authority shall have
executed the Certificate of Completion, and there shall have
been satisfied all of the conditions precedent thereto
provided in Section 3.4.
(c) Subject to the provisions of the EDA Note, the EDA
Note shall be payable on each February 1 and August 1,
commencing August 1, 1997, and continuing through February 1,
2012 (the "Payment Dates"), in the respective amount or
amounts described in this subsection. The sole source of
funds available for payment of the Authority's obligations
under this Section and correspondingly under the EDA Note
shall be the Available Tax Increments, hereby defined to be
for each applicable property tax year 90� of the Tax
Increments derived from the Improvements. The amounts
otherwise payable on the EDA Note on each Payment Date shall
be limited to the Available Tax Increments received by the
Authority within the preceding 6 months. All amounts of Tax
Increments which are nat Available Tax Increments are not
subject to this Agreement, and the Authority retains full
discretion as to any authorized application thereof, regard-
less of whether the Available Tax Increments are sufficient to
reimburse the Developer in full for the above-described costs.
To the extent that the Available Tax Increments are
263418.1 3 -1
�_�
insufficient, through the final Payment Date (February 1,
2012), to pay all amounts otherwise payable on the EDA Note,
said unpaid amounts shall then cease to be any debt or
obligation of the Authority whatsoever.
(d) The aggregate of the amounts payable on the EDA Note
shall be limited to the lesser of (1) $1,750,000 and (2) 90$
of the available Tax Increments for the above-described
fifteen-year period.
(e) The EDA Note shall be a special and limited revenue
obligation of the Authority and not a general obligation of
the Authority, and only Available Tax Increments shall be used
to pay the principal of and interest on the EDA Note. The EDA
Note shall not be any obligation whatsoever of the City.
(f) The Authority's obligatiori to make payments on the
EDA Note shall be conditioned upon the requirement that there
shall not at the time have occurred and be continuing an Event
of Default; provided, however, that if such Event of Default
shall subsequently have been cured to the reasonable
satisfaction of the Authority, such unpaid obligations shall
thereupon be reinstated and thereby become due and payable.
(g) The EDA Note shall be governed by and payable
pursuant to the additional terms thereof, as set forth in
Exhibit B. In the event of any conflict between the terms of
the EDA Note and the terms of this Section 3.2, the terms of
the EDA Note shall govern.
(h) Following any termination of this Agreement by the
EDA pursuant to Section 5.2 hereof, no further or unpaid
amounts of the EDA Note shall then or thereafter be due and
payable by the Authority under this Section or the EDA Note
but shall thereupon be extinguished.
Section 3.3. Construction Plans.
(a) The Authority shall have no obligation to the
Developer to take any action pursuant to any provision of this
Agreement until such time as the Developer has submitted
Construction Plans to the Authority, and the Authority has
approved such Construction Plans. The Authority shall approve
the Construction Plans if it determines that they conform to
the applicable provisions of this Agreement; provided,
however, that any such approval of the Construction Plans
pursuant to this Section 3.3 shall constitute approval for the
purposes of this Agreement only and shall not be deemed to
constitute approval or waiver by the Authority with respect to
any buildinq, zoning or other ordinances or regulation, and
263418.1 3 - 2
_ . __ _ _ -_ -.
shall not be deemed to be sufficient plans to serve as the
basis for the issuance of a building permit if the
Construction Plans are not as detailed or complete as the
plans otherwise required for the issuance of a building
permit. Such Construction Plans must be rejected in writing
by the Authority within l0 working days of submission or shall
be deemed to have been approved by the Authority. Any
rejection of the Construction Plans shall state in writing the
Authority's reasons therefor. If the Authority rejects the
Construction Plans in whole or in part, the Developer may
submit new or corrected Construction Plans within 30 days
after receipt by the Developer of written notification of the
rejection, accompanied by a written statement of the Authority
specifying the respects in which the Construction Plans
submitted by the Developer fail to conform to the requirements
of this Section 3.3. The provisions of this Section 3.3
relating to approval, rejection and resubmission of the
Construction Plans shall continue to apply until the
Construction Plans have been fully approved by the Authority.
Approval of the Construction Plans by the Authority shall not
relieve the Developer of any obligation to comply with the
provisions of this Agreement or the provisions of applicable
federal, state and local laws, ordinances and regulations, and
approval of the Construction Plans by the Authority shall not
be deemed to constitute a waiver of any Event of Default.
(b) If the Developer desires to make any material change
in the Construction Plans after their approval by the
Authority, the Developer shall submit the proposed change to
the Authority for its approval or rejection pursuant to this
Section. A proposed change in the Construction Plans shall be
deemed approved unless rejected by the Authority in writing
within 10 working days of submission thereof with a statement
of the Authority's reasons for such rejection.
Section 3.4. Certificate of Completion.
(a) Promptly after completion of the Improvements in
accordance with the provisions of this Agreement, and upon
written request made to the Authority, the Authority will
execute the Certificate of Completion in the form attached
hereto as Exhibit C, which shall then be a conclusive
determination of satisfaction and termination of the
agreements and covenants in this Agreement with respect to the
completion of the Improvements. The following shall be
conditions precedent to the Authority's obligation to execute
the Certificate of Completion:
(i) There shall exist no Event of Default
hereunder, and the Improvements shall have been
263418.1 3 - 3
_ _ _ ` _ :
�
_ ,, ��__ _:. � � �_�_ 1
_ _ __ ___ . _�
completed in substantial conformity to the terms of
this Agreement;
(ii) The City shall have issued a Certificate
of Occupancy for the Improvements.
(b) If the Authority determines that it cannot execute
the Certificate of Completion, it shall, within 20 days after
written request therefor, provide a written statement
indicating in adequate detail why it cannot do so and also
indicating what measures or acts it will be necessary to be
taken or performed in order to permit execution of the
Certificate of Completion.
263418.1 3 � 4
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ARTICLE IV
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
INDENII�IIFICATION
Section 4.1. Prohibition Ac�ainst Transfer of Property and
Assianment of Aqreement. The Developer represents and agrees that
throughout the Term:
263418.1
(a) Except only by way of security for the purpose of
obtaining financing (or refinancing) necessary to enable the
Developer or any successor in interest to the Development
Property, or any part thereof, to perform its obligations with
respect to the Improvements under this Agreement, 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 any transfer
in any other mode or form, of or with respect to the Agreement
or the Development Property or any part thereof or any
interest therein, or any contract or agreement to do any of
the same, without the prior written approval given by the
Authority in its sole discretion.
(b) The Authority
as otherwise provided in
such approval that:
shall be entitled to require, except
the Agreement, as conditions to any
(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.
(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 Agreement and agreed to
be subject to all the conditions and
restrictions to which the Developer is subject
unless the Developer agrees to continue to
fulfill those obligations.
(iii) There shall be submitted to the
Authority for review and prior written
4-1
approval all instruments and other documents
involved in effecting the transfer of any
interest in this Agreement or the Development
Property.
(c) [Prior consent to assignment to "Bank" if
obligations of Agreement are assumed]. (?)
Section 4.2. Release and Indemnification Covenants.
(a) The Developer releases from and covenants and agrees that
the Authority and the governing body members, officers, agents,
including its 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 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 Improvements, except that the foregoing
indemnity shall not apply to any liability arising pursuant to an
act or omission of any of the Indemnified Parties.
(b) Except for any willful misrepresentation or any willful
or wanton misconduct of the Indemnified Parties, 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
acquisition, construction, installation, ownership, and operation
of the Improvements, provided, that this indemnification shall not
apply to the warranties made or obligations undertaken by the
Authority in this Agreement.
(c) 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 governing body member, officer,
agent, servant or employee of the Authority.
(d) This Agreement shall not create and shall not be
construed to create any partnership, joint venture, agency or
employment relationship between the Parties.
263418.1 4 - 2
ARTICLE V
EVENTS OF DEFAULT
Section 5.1. Events of Default Defined. The following are
Events of Default under this Agreement:
(a) Failure of timely payment of any real property
taxes, special assessments, and similar impositions assessed
against or with respect to the Development Property, subject
to lawful rights to contest the same.
(b) Failure in the substantial observance or performance
of any covenant, condition, obligation, or agreement on the
part of the Developer to be observed or performed under this
Agreement.
An Event of Default shall also include any occurrence which would
with the passage of time or giving of notice become an Event of
Default as defined hereinabove.
Section 5.2. Remedies on Default. Whenever any Event of
Default occurs, in addition to all other remedies available to the
Authority at law or in equity or elsewhere in this Agreement,
(1) the Authority may suspend its performance under the Agreement
until it receives assurances from the Developer, deemed adequate by
the Authority, that the Developer has cured its default and will
continue its performance under the Agreement and (2), after
provision of 30 days written notice from the Authority to the
Developer of the Event of Default, but only if the Event of Default
has not been cured within said 30 days, or if the Event of Default
cannot be cured within 30 days, the Developer does not provide
assurances to the Authority reasonably satisfactory to the
Authority that the Event of Default will be promptly cured, then
the Authority may terminate this Agreement.
Section 5.3. No Remedy 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. 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.
263418.1 5 -1
x .:1-- _ . : �. _ . : ,-- -,.� � . � :
Section 5.4. No Additional Waiver Implied by One Waiver. If
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 breach
hereunder.
263418.1 5 - 2
e. . .� � ., . . . :." – � - - '-- — . - .: ._ _ . . -� .�.� .w __ _ ._. � � . � .
4
ARTICLE VI
Additional Provisions
Section 6.1. Titles of Articles and Sections. Any titles of
the several parts, Articles and Sections of this Agreement are
inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of the provisions hereof.
Section 6.2. 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 sent by regular mail,
postage prepaid, or delivered personally or telecopied,
(a)
Attention:
in the case of the Developer, to
; and
(b) in the case of the Authority, to the Mounds View
Economic Development Authority at the Mounds View City Hall,
2401 Highway 10, Mounds View, Minnesota 55112, Attention:
Mounds View EDA Executive Director.
or at such other address with respect to either such Party as that
Party may, from time to time, designate in writing and forward to
the other Party as provided in this Section.
Section 6.3. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall constitute an
original hereof and all of which shall constitute one and the same
instrument.
Section 6.4. Law Governinq. The parties agree that this
Agreement shall be governed and construed in accordance with the
laws of the State of Minnesota.
Section 6.5. Time of the Essence. Time shall be of the
essence in this Agreement.
Section 6.6. No Third-Partv Beneficiaries. There shall, as
against the Authority, be no third-party beneficiaries to this
Agreement. More specifically, the Authority enters into this
Agreement, and intends that the consummation of the Authority
obligations contemplated hereby shall be, for the sole and
exclusive benefit of the Developer, and notwithstanding the fact
that any other "persons" may ultimately participate in or have an
interest in the Project, or any portion thereof, the Authority does
not intend that any party other than the Developer shall have, as
alleged third party beneficiary or otherwise, any rights or
263418.1 6 -1
_��
I1
i
interests hereunder as against the Authority, and no such other
party shall have standing to complain of the Authority's exercise
of, or alleged failure to exercise, its rights and obligations, or
of the Authority's performance or alleged lack thereof, under this
Agreement.
263418.1 6 - 2
�_ _�� :__-� v - � _ _ - ���. : � �� �
�.� �
: .� _ - �.— �
ARTICLE VII
'I'ERMINATION OF AGREEMENT; EXPiRATIOY�T
Section 7.1. Termination. The Authority may terminate this
Agreement as provided herein, and otherwise this Agreement shall
terminate on February 1, 2012, provided that all payments of the
EDA Note in accordance with its terms shall have been made and all
of the Parties' other respective obligations hereunder shall have
been discharged, but no such termination shall terminate any
indemnification or other rights or remedies arising hereunder due
to any Event of Default which occurred prior to such termination.
Section 7.2. Sections to Survive Termination. Section 4.2
shall, in addition to the other surviving provisions referenced in
Section 7.1, survive the termination of this Agreement.
IN WITNESS WHEREOF, the Authority has caused this Agreement to
be duly executed in its name and behalf by its duly authorized
representatives, and the Developer has caused this Agreement to be
duly executed in its name and behalf by its duly authorized
representatives on or as of the date first above written.
MOUNDS VIEW ECONOMIC
DEVELOPMENT AUTHORITY
By
President
By
Executive Director
[NAME OF COMPANY]
By
Its
By
Its
[Execution page of Development Assistance Agreement with the Mounds
View Economic Development Authority.]
263418.1 7' 1
EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property consists of the following described
properties, all located in the City of Mounds View, Ramsey County,
Minnesota:
263418.1 A-1
�, : _-^,.: __ _ �-�r . _ _ n � �. u - � ._�. . .�..� � ` � �
No. R-1
EXHIBIT B
FORM OF EDA NOTE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
TAXABLE TAX INCREMENT REVENUE
NOTE OF 1994
(SILVER LAKE POINTE PROJECT)
[1] The Mounds View Economic Development Authority (the
"EDA") hereby acknowledges itself to be indebted and, for value
received, hereby promises to pay to [Name of Company], a Minnesota
, 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
amounts due on this Note (as defined in paragraph [2] hereof).
This Note is the "EDA Note" described and defined in that certain
Development Assistance Agreement, dated as of , 1994
(as the same may be amended from time to time, the "Development
Agreement"), between the EDA and [Name of CompanyJ, a Minnesota
, as the initial Developer under the Development
Agreement.
[2] The amounts due on this Note shall be limited to the
lesser of (1) $1,750,000 of aggregate payments hereunder and (2)
90� of the "Available Tax Increments" for the applicable fifteen-
year period, all as hereinafter described.
[3] Subject to the terms hereof, amounts due on this Note
shall be payable on each February 1 and August 1, commencing August
1, 1997, and continuing through February 1, 2012 (the "Payment
Dates").
[4] On each Payment Date (or, if not a business day of the
EDA, the first business day thereafter) the EDA 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 EDA preceding
such Payment Date an amount equal to the Available Tax Increments
(as hereinafter defined) . The EDA shall have the option at any
time to prepay in whole or in part the amounts of this Note.
263418.1 B-1
� _ --_ _ r ,� �. . � �:� : . ,- . _. . . . _ _ .� � � �— . � ,.
[5] The amounts due hereon shall be payable solely from
certain tax increments (the "Tax Increments") which are paid to the
EDA and which the EDA is entitled to receive and retain pursuant to
the pravisions of Minnesota Statutes, Sections 469.174 through
469.179, as the same may be amended or supplemented from time to
time (the "Tax Increment Act"), from the EDA's Tax Zncrement
Financing District No. 2(the "TIF District") within its
Development District No. 1, both the TIF District and said
Development District having been incorporated by the EDA into its
Mounds View Economic Development Project. This Note shall
terminate and be of no further force and effect on any date upon
which the EDA shall have terminated the Development Agreement, on
the last Payment Date (February 1, 2012) following payment thereon
of the Available Tax Increments then due, or on the date that all
amounts payable hereunder shall have been paid in full, whichever
occurs earliest.
[6] As used herein, the term Available Tax Increments, as of
a Payment Date, means 90� of those Tax Increments derived from the
Improvements (as defined in the Development Agreement) and received
by the EDA within the 6-month period preceding said Payment Date.
[7] The EDA makes no representation or covenant, express or
implied, that the revenues described herein will be sufficient to
pay, in whole or in part, the amounts which are or may otherwise
become due and payable hereunder. Any amounts which remain unpaid
on this Note following the final Payment Date (February 1, 2012)
shall no longer be a debt or obligation of the EDA whatsoever.
[8] The EDA's payment obligations hereunder shall be further
conditioned on the fact that there shall not at the time have
occurred and be continuing an Event of Default under the
Development Agreement, and, further, if pursuant to the occurrence
of an Event of Default under the Development Agreement the EDA
elects to terminate the Development Agreement, the EDA shall have
no further debt or obligation under this Note whatsoever.
Reference is hereby made to the provisions of the Development
Agreement for a fuller statement of the obligations of the
Developer and of the rights of the EDA thereunder, and said
provisions are hereby incorporated by reference into this Note to
the same extent as though set out in full herein. The execution
and delivery of this Note by the EDA, and the acceptance thereof by
the Developer, as the initial Registered Owner hereof, shall
conclusively establish this Note as the "EDA Note" (and shall
conclusively constitute discharge of the EDA's obligation to issue
and deliver the same) under the Development Agreement.
[ 9] This Note is not any obligation of any kind whatsoever of
any public body, except that this Note is a special and limited
revenue obligation but not a general obligation of the EDA and is
263418.1 B-2
. � � �J
C�
payable by the EDA only from the sources and subject to the
qualifications and limitations stated or referenced herein.
Neither the full faith and credit nor the taxinq powers of the EDA
are pledged to or available for the payment of the principal of or
interest on this Note, and no property or other asset of the EDA,
save and except the above referenced Available Tax Increments, is
ar shall constitute a source of payment of the EDA's obligations
hereunder.
[10] This Note is issued by the EDA in aid of financing a
project pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including the Tax Increment
Act.
[11] This Note may be assigned but upon such assignment the
assignor shall promptly notify the EDA thereof in writing, and the
assignee shall surrender this Note to the EDA 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 EDA. Each such
assignee shall take this Note subject to the foregoing conditions
and subject to all provisions stated or referenced herein.
[12] IN WITNESS WHEREOF, the Mounds View Economic Development
Authority has caused this Note to be executed by the manual
signatures of its President and its Executive Director and has
caused this Note to be issued and dated as of ,
1994.
President Executive Director
263418.1 B- 3
3-
�
�
�
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note was as of the
latest date listed below registered in the name of the last
Registered Owner noted below, and that, at the request of said
Registered Owner of this Note, the undersigned has as of said
applicable date registered this Note as to principal and interest
on 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.
NAME OF REGISTERED OWNER
263418.1
DATE OF
REGISTRATION
B-4
, 1994
, 19_
, 19
SIGNATURE OF EDA
EXECUTIVE DIRECTOR
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::i
EXHIBIT C
CERTIFICATE OF COMPLETION
WHEREAS, the Mounds View Economic Development Authority (the
"Authority") and [Name of Company], a Minnesota
(the "Developer"), have executed a Development Assistance
Agreement, dated , 1994 (the "Development Agreement"),
with respect to the completion by the Developer of certain
improvements (the "Improvements"), specifically, an 80-unit
residential rental facility on certain land (the "Development
Property") described in the Development Agreement; and
WHEREAS, said Developer has to the present date substantially
performed its undertakings under the Development Agreement in a
manner deemed sufficient by the Authority to permit the execution
of this certificate pursuant to Section 3.4 of the Development
Agreement:
NOW, THEREFORE, this is to certify that the Improvements have
been completed on the Development Property in substantial
conformance with the terms of the Development Agreement.
Dated:
, 19
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
�
Its
263418.1 C-1
�
UNDS VIEW ECONOMIC
c
DEVELOPMENT AU7'HORITY
REQUEST FOR EDA CONSIDERATION
� STAFF REPORT
EDA Iv1EETING DATE May 23, 1994
EllA Action:
❑ Specia! Order of Busin.ess Agenda Section: �'D
❑ Public Heariags Report Number: EDA-94-10
❑ Cunsent Agencla Repurt Da�e:5-19-94
� CDA Busiucss
Itcnt DescriP�����1� Consideration of Resolution No: 94—EDA6 Approving and Authorizing the
Execution of a Certain Agreement with the Everest Group Ltd
Executive Director's Review/Recoma�endation:
- No comments ro supplement tliis report ��
- Cumn�euts attachc;cl
LXPI.illlllioitjsu[Ilmary �;utach supplcmcnt sheets :�s nea;ssary)
SUI�INWRY:
At the last EDA work session on May 9, 1994, a pro�osed develo�ment agreement was discussed regarding
guidelines for further TIF assistance for Mounds View Business Park.
The attached agreement has been modified to contain conformity with the City Municipal Code of Ordinances. This
language would address the park dedication fees for future projects. The agreement also states that future projects
"shall be an owner-occupied facility for a company or other user acceptable to the Board".
The attached agreement would not constitute a commitment by either party but serve as a guideline regarding the
circumstances in which tax increment assistance my be appropriate to assist in the development of the remaining
sites in Mounds View Business Park. In essence, it would serve as a marketing tool to attract appropriate users
to the husiness park.
i�
C
Cathy BenneS�Ecc�nomic Development Coordinator
CO�IbIE�IDATI0�1:
Staff is recommending that the EDA adopt Resolution EDA6 approving and authorizinga certain agreement hetween
the EDA and Everest Group, Ltd.
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RESOLUTION NO. 94-EDA6
CITY OF MOUNDS VIEW
COUNTY OF RAMSEY
STATE OF MINNESOTA
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A
CERTAIN AGREEMENT WITH THE EVEREST GROUP, LTD.
It is hereby resolved by the Board of Commissioners (the "Board") of the Mounds
View Economic Development Authority (the "Authority") as follows:
1. Recitals.
(a) The Authority has the powers provided in Minnesota Statutes,
Sections 469.124 to 469.134 and 469.090 to 469.108 (collectively, the "ACT")
(b) Pursuant to and in furtherance of the objectives of the Act, the
Authority has undertaken a program to promote development and
redevelopment of certain land within the City of Mounds View and in this
connection is engaged in carrying out the Mounds View Economic
Development Project (the "Project") within the City.
(c) There has been approved pursuant to the Act a Project Plan for
the Project.
(d) The redevelopment and development of property within the
Project by private developers are stated objectives of the Project Plan.
(e) In order to achieve the objectives of the Project Plan, the
Authority has determined to provide substantial aid and assistance through the
financing of certain of the public costs of development.
(fl It has been proposed that the Authority enter into a certain
Agreement (the "Agreement" - attached herein as Attachment A) with The
Everest Group Ltd. (the "Developer"), which wouid provide general, non-binding
guidelines concerning the build-out of the remaining sites within the Mounds
View Business Park and the provision, if applicable, of tax increment assistance
with respect thereto.
2. The Board hereby determines that the Authority's execution and
performance of the Agreement would be in furtherance of the Project plan and hereby
approves the Agreement substantiaily in the form presented to the Board and hereby
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RESOLUTION NO. 94-EDA6
PAGE TVVO OF TVVO
authorizes the officers of the Authority in their discretion and at such time, ifi any, as
they may deem appropriate to execute the same on behalf of the Authority, with such
additions and modifications as those officers may deem desirable or necessary, as
evidenced by their execution thereof.
3. The Board hereby determines that the execution and performance of the
Agreement will help realize the public purposes of the Act and are in furtherance of
the Project Plan.
Adopted by the Board of Commissioners of the Mounds View Economic
Developrrent Authority on May 23, 1994.
ATTEST:
(SEAL)
President
EXecutive Director
��TA�HMENT A
Agreement
This Agreement is dated as of , 1994; is by and
between the Mounds View Economic Development Authority (the "EDA")
and Everest Development, Ltd., a Minnesota corporation (the
"Developer"); and provides as follows:
l. Recitals.
(a) The City of Mounds View, Minnesota (the "City") , and
the Developer have in recent years jointly cooperated in the
development of the Developer's Mounds View Business Park (the
"Business Park"), with the City's participation coming
particularly in the form of tax increment assistance and
bonding to defray certain public development costs related
thereto.
(b) More particularly, the City established its
Development District No. 2, adopted the Development Program
for the Development District, and established Tax Increment
Financing District No. 1(the "TIF District") within the
Development District, with the Business Park being within the
Development District and the TIF District. The EDA represents
that the City has transferred to the EDA the control and
governance of the Development District, its Development
Program, and the TIF District and its tax increment financing
plan, and the EDA has subsequently incorporated all of the
aforesaid into the EDA's Mounds View Economic Development
Project.
(c) While build-out of the Business Park has proceeded,
there remain several undeveloped building sites (the
"Remaining Sites") within the Business Park, and the EDA and
the Developer desire to establish certain understandings as to
the circumstances in which tax increment assistance may be
appropriate to assist the development of such sites and the
final build-out of the Business Park.
2. Assistance Guidelines. The EDA hereby states its
preliminary intention to approve tax increment financing assistance
for development projects proposed and undertaken by the Developer
on the Remaining Sites within the Business Park, subject to the
following preliminary conditions:
(a) The term of the tax increment assistance would be
for a period between five and nine increment years, depending
on demonstrated need, but in no event beyond the duration of
the TIF Districto
(b) The Board of the EDA at the time shall have
determined that there is a need for the level and amount of
the tax increment assistance sought.
263272.1
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(c) The assistance would be provided on a"pay as you
go" basis from 85� (or other identified portion) of the tax
increments generated by the particular project, with
assistance amounts bearing simple interest at up to 7.00� per
annum until paid, all subject to the limitation that the City
obtain enough tax increments from the TIF District as a whole
to pay the debt service on the various general obligation
bands which have been sold to aid the development of the
Business Park.
(d) Each project so assisted shall be an owner-occupied
facility for a company or other user acceptable to the Board.
(e) Design and construction plans for each new project
be consistent with the standards heretofore established for
the Business Park and otherwise acceptable to the Board.
( f) Each proposed proj ect be cons istent with and conf orm
to the requirements of applicable law (including the City's
municipal Code of Ordinances) and receive all necessary
approvals.
This Agreement shall not constitute the commitment by the
Developer with respect to the development of any of the Remaining
Sites within the Business Park and shall not be interpreted as a
final commitment of the EDA to provide tax increment assistance for
any such development. Any such assistance approved hereafter shall
be by separate written agreement, superseding this Agreement.
MOUNDS VIEW ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By
Its Executive Director
EVEREST DEVELOPMENT, LTD., a
Minnesota Corporation
By
Its President
By
Its Chairman of the Board
263272.1
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