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1. CA1fL TD OiEt
2. gQ.L.1, CAL',L..,. President r.nkE
Yice President Blanchard
Secretary Trude
_ Commissioner Quick
.�,. ,.�. Commissioner Hankner
4.
3. APPROVAL OF AGEN1?1,
EDA ACTION.
Ate.,
Comments:
4. APPROVAL., OF f IN[JTES:
June 12, 1995
EPA AC`il.ON: ATP
Comments:
5. CONSENT AGFA
No items on consent agenda.
EDA •
PAGE TWO
AUGUST 28, 1995
6. PUBLJC HEARING
No public hearing scheduled for this meeting.
7. EDA BUSINESS
A. Consideration of Development Assistance Agreement By and
Between the Mounds View Economic Development Authority
and Bridges ,Leasing Company, LLC. for the Midwest IV
Project, Staff Report No EDA95-39C
{
EDAAC1`ION ATI)
Comments:
8.. REPORTS. •
Report o; ,EDA Board Members:
1. Report of President Linke:.
2. Report of Vice President.Blanchard:
3. Report of Secretary Trude:
4. Report of Commissioners:
a. Commissioner Quick:
PAGE TEE
AUGUST 28, 1995
b Commissioner Hankner:
5. Report off Executive Director;
6. Report of Treasurer._
. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
REQUEST FOR EDA CONSIDERATION
III STAFF REPORT
EDA MEETING DATE August 28, 1995
EDA Action:
❑ Special Order of Business Agenda Section: 7.A
❑ Public Hearings Report Number: Fi)A-95-39C
❑ Consent Agenda Report Date: R-74-95
Ei EDA Business
Item Description: Consideration of Development Assistance Agreement By and Between the EDA and Bridges
Leasing Company, LLC for Midwest I.V.
Executive Director's Review/Recommendation:
- No comments to supplement this report
- Comments attached
Explanation/Summary (attach supplement sheets as nece:.saty)
SUMMARY:
As a result of the discussions between the EDA and Bridges Leasing Company at the August 7, 1995 work
session and through months of negotiations, the attached Draft Development Assistance Agreement has
been prepared for consideration of approval by the members of the EDA. The agreement provides for the
0 following:
1. A "Pay-As-You-Go" Tax Increment Financing assistance package. Ninety percent of the new
increment on the property, which is located on lot 3, block 1, North Star Industrial Park 2nd Addition,
will be paid to the Bridges Leasing Company, LLC for prepaid development costs (land purchase,
lateral water and sewer hookup, stormwater retention pond, other public improvements) and ten
percent is paid to the City for administrative fees.
2. The increment payback will be in the form of a Revenue Note in which the money will be repaid to
Bridges Leasing Company, LLC only from the newly generated increment and only to an amount not
to exceed$54,846 annually. This equals a total of$2.67 per sq.ft. of assistance.
3. The term of the payback is 9 years at 7% interest to begin tax increment payments in 1997.
4. The project improvements include construction of approximately 30,000 sq.ft. of
office\warehouse\manufacturing space on 2.87 acres. The agreement notes that the developer will
lease not less than 20,000 sq.ft. of the building portion of the improvements to Midwest I.V. for their
I corporate headquarters and operations center.
t
Cathy if ett, Economic I evelopment Coordinator
ECONIMENDATION:
Motion to waive the reading and approve/disapprove Resolution No. 95-EDA-30 Approving and
Authorizing the Execution of a Development Assistance Agreement with Bridges Leasing Company
I
I
5. The agreement includes a clause regarding job creation and wage levels over a two year period which •
is a new requirement under the State of Minnesota approved in 1995. The requirement, according to
Minnesota Law Chapter 224, Section 58, is included in the agreement Section 2.2 (i) on page 2-3 and
will include the creation of a minimum of 10 full-time jobs with a wage of at least$6.50 per hour.
The Bridges Leasing Company anticipates that the project will create more jobs than noted and the
average wage level is much higher due to the technical nature of the businesses.
6. The agreement also includes, in Section 3.3 Construction Plans, a provision whereby the EDA will
approve the final construction plans for the project prior to an obligation to take action on the
provisions of the agreement. The construction plans will show, at a minimum, the following where
applicable: site plan, foundation plan, basement plans, floor plans for each floor, cross sections,
elevations, design plans (architectural style, facia, signing, lighting, landscaping, parking and interior
traffic components), and driveway, walkways and parking improvements. This approval does not
constitute approval for regular City building and zoning plan review for a building permit.
The quality development of the Bridges Technology Center is very important as it sets the stage for future
development of lots 1 and 2. The development assistance agreement meets all the criteria as prescribed by
the State of Minnesota under Tax Increment Financing law.
I have included Resolution No. 95-EDA-30 which approves and authorizes the execution of the
Development Assistance Agreement with the Bridges Leasing Company for your consideration.
If you have any questions with regards to the agreement or the project prior to Monday's EDA meeting
please feel free to call me.
•
• RESOLUTION NO. 9 S-FnA-10
A RESOLUTION APPROVING AND AUTHORIZING
THE EXECUTION OF A DEVELOPMENT ASSISTANCE
AGREEMENT WITH BRIDGES LEASING COMPANY
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.
(f) Bridges Leasing Company, LLC, a Minnesota limited
liability company (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 office/
warehouse/manufacturing facility, in the City, and a certain
Development Assistance Agreement between the Authority and the
Developer (the "Development Agreement") stating the terms and
conditions thereof and the Authority' s responsibilities
respecting the assistance thereof has been presented to the
Board for its consideration.
2 . The Board hereby determines that the Authority' s execution
and performance of the Development Agreement would be in
•
298106.1
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 , 1995 .
411
President
ATTEST:
Executive Director
298106.1
• Executive Director' s Certificate
I, the undersigned, being the duly qualified and acting
Executive Director of the Mounds View Economic Development
Authority, do hereby certify that I have carefully compared the
attached and foregoing resolution adopted at a special or regular
meeting of the Board of Commissioners of said Authority duly called
and regularly held on the date therein indicated with the original
thereof on file in my office and I further certify the same is a
full, true, and correct copy thereof, insofar as the same relates
to the approval of a certain Development Assistance Agreement
between the Authority and Bridges Leasing Company, LLC, respecting
a certain office/warehousing/manufacturing project .
I further certify that Boardmember moved the
adoption of said resolution, that Boardmember
seconded said motion, and that upon a vote being taken thereon, the
following Boardmembers voted in favor thereof :
and the following Boardmembers voted against the same :
whereupon said resolution was declared duly passed and adopted.
WITNESS my hand as such Executive Director of said Authority
this day of , 1995 .
Executive Director
Mounds View Economic
Development Authority
•
298106.1
!114111:
DEVELOPMENT ASSISTANCE AGREEMENT 8/11/95 Draft
By and Between
THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
And
411 BRIDGES LEASING COMPANY, LLC
[MIDWEST I .V. 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
298106.1
II
TABLE OF CONTENTS
411
(This Table of Contents is not part of
the Development Assistance Agreement and
is only for convenience of reference. )
Page
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-i
Section 2 . 2 . Representations, Covenants and Warranties
by the Developer 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 . 4-2 110
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 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-i
Section 7 .2 . Sections to Survive Termination 7-1
EXHIBIT A - DEVELOPMENT PROPERTY A-1
EXHIBIT B - FORM OF EDA NOTE B-i
EXHIBIT C - CERTIFICATE OF COMPLETION C-1
298106.1 �
I
DEVELOPMENT ASSISTANCE AGREEMENT
THIS AGREEMENT is dated as of August 28, 1995; is by and
between the Mounds View Economic Development Authority and Bridges
Leasing Company, LLC, a Minnesota limited liability company;. 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.
"Authority" means the Mounds View Economic Development
Authority.
"Available Tax Increments"- means,, for each of the_ taxes
payable years . ;1997_ ,through 2005, inclusive, _ 90% of _ the Tax
411 Increments, but not more than $54, 846 in each such year.
"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 .
"City" 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 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 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.
•
298106.1 1-1
"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 Bridges Leasing Company, LLC, a Minnesota
limited liability company, 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; said costs shall also include the
costs of stormwater drainage measures (including off-site ponding)
and utility connection fees .
"Development District" means the Authority' s Development
District No. 3 , 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 . 410
"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 30 , 000 square foot
office/warehouse/manufacturing 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, stormwater
ponding or other improvements (including off-site ponding) 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 .
"Party" 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.
411
298106.1 1-2
411 "Tax Increment Act" means Minnesota Statutes, Sections 469 . 174
through 469 . 179, as the same may be amended or supplemented.
"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 Development Property within the Tax Increment
Financing District pursuant to the Tax Increment Act ; provided that
the term "Tax Increments" shall specifically not include any
amounts of such tax increment which pursuant to the applicable
terms of the Tax Increment Act (as it may exist or be amended from
time to time) may be required to be paid to or reserved for the
State of Minnesota, Ramsey County, or any other entity or official;
and provided further that the term "Tax Increments" shall not
include any tax increments generated by the Development Property by
future building improvements thereon (other than the Improvements) .
"Tax Increment Financing District" means the Authority' s Tax
Increment Financing District No. 3 within the Development District,
as now under the governance and control of the Authority, as
described in Section 2 . 1 (c) . [Note : The Tax Increment Financing
District contains considerable property other than the Development
Property, and that other property, and any increment generated
thereby, is not a part of this Agreement or of the EDA Note. ]
"Term" means the period beginning on the date of this
Agreement and ending on (1) February 1, 2006, or (2) on such date
(if any) as the Authority shall have terminated this Agreement
pursuant to its terms, whichever shall occur earlier.
"Unavoidable Delays" 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 .
111
298106.1 1-3
11
ARTICLE II
410
REPRESENTATIONS, COVENANTS AND WARRANTIES
Section 2 . 1. Representations and Warranties by the
Authority. The Authority represents and warrants that :
(a) The Authority is a municipal limited liability
company 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 411
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.
S
298106.1 2-1
• Section 2 . 2 . Representations, Covenants and Warranties by
the Developer. The Developer represents, covenants, and warrants
that :
(a) The Developer is a limited liability company 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
communication from any local, state or federal official to the
effect (and, to the best of the Developer' s knowledge, there
411 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 fulfillment 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
Organization or of any evidences of indebtedness, agreement,
298106.1 2-2
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) _She„ Developer-represents:_that sitsµwould_.not_be able;
to:.;undertake, complete and .provide x.for:..the . operation of the 1
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 that -it will,lease not _less ;,�
than 20,,000 squ are feet__`_of -the-":-building portion of the-7
Improvements to Midwest.. I.V. , , Inc. ,, a Minnesota..,corporation„
and that throughout ;the.; Term. said.corporation shall occupy
said premises_,,,as -its-`corporate headquarters and operations
center.
(i) The Authority has provided to the Developer, and the
Developer acknowledges receipt of, a copy of Laws of Minnesota
for 1995, Chapter 224, Section 58, to be codified in Minnesota
Statutes, Section 116J. 991, and entitled "Public Assistance to .
Business; Wage and Job Requirements, " requiring that within 2
years of receiving the assistance provided pursuant to this 110
Agreement, which for this purpose shall be deemed to be the 2
year period beginning on the date of execution and delivery of
the EDA Note, the Developer shall comply with certain jobs and
other obligations stated in the above-mentioned statute . The
Developer hereby covenants to comply with said obligations,
and the ' Parties ,agree that said goal level shall be the
creation of -id permanent full-time jobs .within the applicable
2 year period. The Developer acknowledges and agrees that, as
required by this statutory provision, failure to meet said
goals will result in an Event of Default hereunder and in an
obligation of the Developer to repay all of the assistance
provided pursuant to this Agreement and the EDA Note. The
Developer further agrees that said jobs shall have an hourly
wage of at least $ 6.50 per hour. This subparagraph (i)
shall not be construed as imposing on the Developer any
obligation beyond the scope and purpose of the above-mentioned
statute to maintain or provide minimum employment and wage
levels . The Developer further agrees to provide to the
Authority in a timely manner, or to the State of Minnesota, as
may be applicable, with such information and detail about the
Improvements as may be necessary, including information
relating to the employment and wage levels described in this
subparagraph and the compliance with any reporting
S
298106.1 2-3
•
411 requirements imposed by law with respect thereto on either the
Authority or the Developer.
298106.1 2-4
ARTICLE III
THE IMPROVEMENTS
Section 3 . 1 . Undertakings of the Developer. Subject to
Unavoidable Delays, the Developer shall have substantially,
completed . .the Improvements in accordance with the approved
Construction Plans by December 31, 1995.
Section 3 .2 . Undertakings of the Authority. The Developer
hereby represents to the Authority that the Developer has incurred
and paid or will incur and pay substantial Development Costs . The
Authority hereby agrees to defray a portion 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,
2006 ._(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. 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 not Available Tax Increments are not subject to this
Agreement, 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
amounts otherwise payable on the EDA Note, said unpaid amounts
411
298106.1 3-1
• shall then cease ,to be any debt or .obligation-'`of_` the Authority
whatsoever.-
(d) 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 ED A Note. The,'EDA'
Note shall not be any obligation whatsoever of the Cit
y'.
(e) 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.
(f) 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.
(g) 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 building, zoning or other ordinances or regulation, and
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 10 working days of submission or shall
be deemed to have been approved by the Authority. Any
•
298106.1 3-2
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 materia_ l 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
completed in substantial conformity to the terms of
this Agreement;
(ii) The City shall have issued a Certificate
of Occupancy for the Improvements .
•
298106.1 3-3
• (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.
•
298106.1 3-4
ARTICLE IV •
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
INDEMNIFICATION
Section 4 . 1 . Prohibition Against Transfer of Property and
Assignment of Agreement . The Developer represents and agrees that
prior to the issuance of the Certificate of Completion:
(a) Except only by way of security for t e purpose of
obtaining financing (or refinancing) necessar to enable the
Developer or any successor in interest to he Development
Property, or any part thereof, to perform its obligations with
respect to the Improvements under this Agre ment, and except
for leases to Midwest I .V. , Inc . , and Laser Technology, Inc. ,
and except for 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 shall be entitled to require, except .
as otherwise provided in the Agreement, as conditions to any
such approval that :
(i) Any proposed transferee shall
have the qualifications and financial
responsibility, in the reasonable judgment of
the Authority, necessary and adequate to
fulfill the obligations undertaken in this
Agreement by the Developer.
(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 .
411
298106.1 4-1
. (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 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 .
i
298106.1 4-2
ARTICLE V
EVENTS OF DEFAULT
Section 5 . 1 . Events of Default Defined. The following are
Events of Default under this Agreement :
.
(a) Failureof„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 or under any other agreement between the Authority
or the City and the Developer (including withoutlimitation
the "development agreement" with`theCity respecting planning,
zoning; drainage and other development issues) .
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 .
298106.1 5-1
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.
•
298106.1 5-2
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) in the case of the Developer, to Bridges Leasing
Company, LLC,
, Attention: , President;
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 Governing. 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-Party 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
298106.1 6-1
alleged third party beneficiary or otherwise, any rights or
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 .
411
298106.1 6-2
ARTICLE VII
TERMINATION OF AGREEMENT; EXPIRATION
Section 7 . 1 . Termination. The Authority may terminate this
Agreement as provided herein, and otherwise this Agreement shall
terminate on February 1, 2006, 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 terminationshall 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 110
By
President
By
Executive Director
BRIDGES LEASING COMPANY, LLC
By
Its
By
Its
[Execution page of Development Assistance Agreement with the Mounds
View Economic Development Authority. ]
411
298106.1 7-1
•
411 EXHIBIT A
DEVELOPMENT PROPERTY
The Development Property consists of the following described
properties, all located in the City of Mounds View, Ramsey County,
Minnesota:
Lot 3 , Block 1, North Star Industrial Park 2nd
Addition.
298106.1 A-1
EXHIBIT B
FORM OF EDA NOTE
No. R-i
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF RAMSEY
MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY
TAXABLE TAX INCREMENT REVENUE
NOTE OF 1995
(MIDWEST I .V. 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 Bridges Leasing Company, LLC,
a Minnesota limited liability company, 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 August 28,
1995 (as the same may be amended from time to time, the
"Development Agreement") , between the EDA and Bridges Leasing
Company, LLC, a Minnesota limited liability company, as the initial
Developer under the Development Agreement .
[2] The amounts due on this Note shall be limited to the
"Available Tax Increments" defined in the Development Agreement and
described in paragraph [6] hereof below.
[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, 2006 (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 .
411
298106.1 3-1
• [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. 3 (the "TIF District" ) within its
Development District No. 3, 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, 2006) 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;e a
a_Payment Date,.,means 90% of the'Tax `Increments .received by the;`EDA� 'r
in the:preceding.,,6 months, provided that with respect to the Tax
Increments,generated for._each :_applicable property _taxes..:payable
year, 1,the Available Tax_ Increments described herein and payable X _
hereunder with respect to that year shall be limited to and shall
not exceed $54, 846
1111 [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.
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 .
•
298106.1 B-2
[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
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 taxing 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
or 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
1995 .
President Executive Director
298106.1 B-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 .
DATE OF SIGNATURE OF EDA
NAME OF REGISTERED OWNER REGISTRATION EXECUTIVE DIRECTOR
, 1995
, 19
, 19
41!
298106.1 B-4
EXHIBIT C
CERTIFICATE OF COMPLETION
WHEREAS, the Mounds View Economic Development Authority (the
"Authority" ) and Bridges Leasing Company, LLC, a Minnesota limited
liability company (the "Developer" ) , have executed a Development
Assistance Agreement, dated as of August 28, 1995 (the "Development
Agreement" ) , with respect to the completion by the Developer of
certain improvements (the "Improvements" ) , specifically, an
approximately 30, 000 square foot office/warehouse/manufacturing
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 tb 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 .
MOUNDS VIEW ECONOMIC DEVELOPMENT
410
AUTHORITY
By
Its
Dated: , 19
S
298106.1 C-1