REQUEST FOR ECONOMIC DEVELOPMENT AUTHORITY ACTION Date: 9/16/2019 Item No.: 4.a Department Approval Item Description: 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Executive Director Approval Consider Approval for authorization to enter into Private Redevelopment Contracts and providing the form, terms, covenants, and directions for the issuance of the Tax Increment Revenue Note with Walton Holdings, LLC and 2720 Fairview MKT, LLC for redevelopment of 2720 and 2740 Fairview Avenue BACKGROUND At the Roseville Economic Development Authority (REDA) meeting on May 13, 2019, the REDA passed a Resolution supporting to provide public financial assistance for the redevelopment of 2720 Fairview Ave. into market rate multi-family housing and 40,000 sq.ft. of office space for Tareen Dermatology, an existing Roseville business wishing to expand (Attachment A). This project is located in the Twin Lakes Redevelopment Area, which is a City priority area for redevelopment (Attachment B). The proposed project meets four of six of the City’s objectives and six of twelve of the City’s desired qualifications as outlined in the City’s Public Assistance Policy, with those objectives and qualifications being as follows: Objectives 1. Remove blight and/or encourage redevelopment in designated redevelopment/development area(s) per the goals and visions established by the City Council and EDA. 2. Expand and diversify the local economy and tax base. 3. Offset increased costs for redevelopment over and above the costs that a developer would incur in normal urban and suburban development (determined as part of the but-for analysis). 4. Retain local jobs and/or increase the number and diversity of quality jobs. 19 20 21 22 23 24 25 26 27 28 29 30 31 Qualifications 1. Implements the City’s vision and values for a City-identified redevelopment area. 2. Provides significant improvement to surrounding land uses, the neighborhood, and/or the City. 3. Attracts or retains a significant employer within the City. 4. Promotes multi-family housing development. 5. Provides opportunities for corporate campus or medical office development. 6. Redevelops a blighted, contaminated and/or challenged site. Staff has been contacted by, and subsequently met with the Carpenter’s Union who has raised concerns over wage theft and general worker exploitation by this developer. The developer has not been charged or convicted of a crime and stands by their reputation for constructing high quality multi-family and Page 1 of 3 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 office development. Staff has worked with Martha Ingram, the REDA attorney, to address those concerns by incorporating the following language, which will become standard language in all Development Agreements the REDA provides financial assistance to moving forward: “(b) The Redeveloper will construct the Minimum Improvements in accordance with the terms of this Agreement, the Development Program, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code, labor, and public health laws and regulations). Section 4.4 (c) (iii) upon certification by the Redeveloper to the Authority that all costs related to the Minimum Improvements and the development of the Redevelopment Property, including without limitation payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the Redeveloper’s request for the Certificate of Completion. Section 9.1 (a) Failure by the Redeveloper or Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement, unless such failure to perform is the result of an Unavoidable Delay; or any certification, representation, or warranty by the Redeveloper to the City or the Authority that is substantiated by evidence to be untrue or misrepresented.” If developers are found guilty of wage theft on any development to which the REDA has provided financial assistance, the above noted language would allow the REDA to withhold TIF payments as an event of default. REQUEST FOR ASSISTANCE In order to assist with the redevelopment of the site, the underwriting review by Stacie Kvilvang of Ehlers supports providing assistance of 15 years of TIF for the housing portion of the development and 10 years of TIF for the office. This equates to approximately $2.9 million of public subsidy for the market rate housing, which will be used to offset costs for soil corrections, construction costs, and customary development fees. The office subsidy equates to approximately $650,000, which will offset costs associated with soil corrections and construction costs for constructing a Class A office building. There are two separate Contracts for Redevelopment, one for each portion of the overall development (Attachments C and D). STAFF RECOMMENDATION Adopt two resolutions authorizing the REDA to enter into the Contracts for Redevelopment and providing the form, terms, covenants and directions for the issuance of the Tax Increment Revenue Note with Walton Holdings, LLC and 2720 Fairview MKT, LLC (Attachment E and F). REQUESTED REDA ACTION Motion to adopt two resolutions authorizing the REDA to enter into the Contracts for Redevelopment and providing the form, terms, covenants and directions for the issuance of the Tax Increment Revenue Note with Walton Holdings, LLC and 2720 Fairview MKT, LLC (Attachments E and F). 75 76 Page 2 of 3 77 78 Prepared by: Jeanne Kelsey, Housing and Economic Development Program Manager, 651-792-7086 Attachment A: B: C: D: E: F: Resolution of Support for Public Financing Assistance May 13, 2019 Site Plan Contract for Redevelopment with Walton Holdings, LLC Contract for Redevelopment with 2720 Fairview MKT, LLC Resolution authorizing REDA to enter into Redevelopment Contract with Walton Holdings, LLC Resolution authorizing REDA to enter into Redevelopment Contract with 2720 Fairview MKT, LLC Page 3 of 3 Attachment A EXTRACT OF MINUTES OF MEETING OF THE ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY Pursuant to due call and notice thereof, a special meeting of the Roseville Economic Development Authority, County of Ramsey, Minnesota was duly held on the 13th day of May, 2019, at 6:00 pm. The following members were present: Willmus, Groff, Etten, Laliberte, and Roe and the following were absent: None. Member Willmus introduced the following resolution and moved its adoption: RESOLUTION N0. 40 RESOLUTION EXPRESSING SUPPORT FOR THE CREATION OF A REDEVELOPMENT TAX INCREMENT FINANCING DISTRICT AND EXPLORATION OF OTHER FINANCIAL ASSISTANCE REQUESTED IN CONNECTION WITH A PROPOSED MIXED-USE DEVELOPMENT AT 2720 FAIRVIEW AVENUE WHEREAS, pursuant to Minnesota Statutes, Sections 469.174 to 469.1794 (the Act?) and Sections 469.090 to 469.1081 (the Act?), the Roseville Economic Development Authority is authorized to create and administer tax increment ?nancing districts within the City of Roseville (the ?City"); and WHEREAS, the EDA is further authorized to identify and utilize other funds for the purpose of assisting redevelopment; and WHEREAS, Reuter Walton Construction Inc. or an affiliate thereof (the "Redeveloper?) has requested tax increment financing assistance in connection with Redeveloper?s proposed redevelopment of an existing industrial facility located at 2720 Fairview Avenue in the City (the ?Property"), in order to construct an approximately 40,000 square?foot office building and approximately 117 units of market rate rental housing on the Property (the ?Improvements?); and WHEREAS, the EDA supports the creation of a redevelopment tax increment financing district in connection with the Improvements, and is willing to explore tax increment and other financial assistance at a level to be Attachment A determined, subject to a pro forma analysis by the municipal advisor, to finance a portion of the extraordinary redevelopment costs of the Improvements. NOW, THEREFORE, BE IT RESOLVED, that subject to further veri?cation of Redeveloper?s need for ?nancial assistance and (ii) execution of a preliminary development agreement that provides for the negotiation of a definitive redevelopment contract addressing (among other things) the terms under which the Redeveloper will construct the Improvements on the Property, the conditions under which the EDA will provide financial assistance, and the potential sources of such ?nancial assistance, the EDA agrees to explore the creation of a redevelopment tax increment ?nancing district and to identify additional funds to ?nance a portion of the extraordinary costs of the Improvements in compliance with the TIF Act and the EDA Act. The motion for the adoption of the foregoing resolution was duly seconded by Member Groff, and upon a vote being taken thereon, the following voted in favor thereof: Willmus, Groff, Etten, Laliberte, and Roe and the following voted against the same: None. WHEREUPON said resolution was declared duly passed and adopted. 577651leSZ75-1 Attachment A Certificate I, the undersigned, being duly appointed Executive Director of the Roseville Economic Development Authority, hereby certify that I have carefully compared the attached and foregoing resolution with the original thereof on file in my office and further certify that the same is a full, true, and complete copy of a resolution which was duly adopted by the Board of Commissioners of said Authority at a duly called and special meeting thereof on May 13, 2019. I further certify that Commissioner Willmus introduced said resolution and moved its adoption, which motion was duly seconded by Commissioner Groff, and that upon roll call vote being taken thereon, the following Commissioners voted in favor thereof: Willmus, Groff, Etten, Laliberte, and Roe and the following voted against the same: None. whereupon said resolution was declared duly passed and adopted. Witness my hand as the Executive Director ofthe Authority this 14th day of May, 2019. Patrick Trudgeon, Executiig Director Roseville Economic Development Authority 577651leS275-1 Attachment B ROSEVILLE, MINNESOTA TAREEN DERMATOLOGY & ROSEVILLE APARTMENTS NORTH Attachment C Fifth draft, September 9, 2019 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY and WALTON HOLDINGS, LLC Dated as of: _________, 2019 This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 (612) 337-9300 http://www.kennedy-graven.com 587706v5RS275-19 Attachment C TABLE OF CONTENTS Page PREAMBLE ...................................................................................................................................1 ARTICLE I Definitions Section 1.1. Definitions................................................................................................................2 ARTICLE II Representations and Warranties Section 2.1. Section 2.2. Representations by the Authority.............................................................................5 Representations and Warranties by the Redeveloper...............................................5 ARTICLE III Property Acquisition; Public Redevelopment Costs Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 3.7. Status of Redevelopment Property...........................................................................7 Environmental Undertakings ...................................................................................7 Issuance of TIF Note ................................................................................................7 Environmental Costs ................................................................................................8 TIF Lookback.........................................................................................................10 Business Subsidy ...................................................................................................12 Payment of Authority Costs ...................................................................................12 ARTICLE IV Construction of Minimum Improvements Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5. Section 4.6. Section 4.7. Construction of Improvements ..............................................................................13 Construction Plans .................................................................................................13 Commencement and Completion of Construction.................................................14 Certificate of Completion ......................................................................................14 Public Improvements .............................................................................................15 Management ...........................................................................................................15 Records ..................................................................................................................16 ARTICLE V Insurance Section 5.1. Section 5.2. Insurance ................................................................................................................17 Subordination .........................................................................................................18 ARTICLE VI Tax Increment; Taxes Section 6.1. 587706v5RS275-19 Right to Collect Delinquent Taxes .........................................................................19 i Attachment C Section 6.2. Section 6.3. Review of Taxes ....................................................................................................19 Assessment Agreement ..........................................................................................19 ARTICLE VII Other Financing Section 7.1. Section 7.2. Section 7.3. Generally ................................................................................................................21 Authority’s Option to Cure Default on Mortgage..................................................21 Modification; Subordination ..................................................................................21 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Section 8.2. Section 8.3. Section 8.4. Representation as to Redevelopment .....................................................................22 Prohibition Against Redeveloper’s Transfer of Property and Assignment of Agreement .....................................................................................22 Release and Indemnification Covenants ................................................................23 Tax Deferred Exchange .........................................................................................24 ARTICLE IX Events of Default Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Events of Default Defined .....................................................................................25 Remedies on Default ..............................................................................................25 No Remedy Exclusive............................................................................................26 No Additional Waiver Implied by One Waiver ....................................................26 Attorney Fees .........................................................................................................26 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable .............................27 Section 10.2. Equal Employment Opportunity ............................................................................27 Section 10.3. Restrictions on Use ................................................................................................27 Section 10.4. Provisions Not Merged With Deed ........................................................................27 Section 10.5. Titles of Articles and Sections ...............................................................................27 Section 10.6. Notices and Demands ............................................................................................27 Section 10.7. Counterparts ...........................................................................................................28 Section 10.8. Recording ...............................................................................................................28 Section 10.9. Amendment ............................................................................................................28 Section 10.10. Authority Approvals ..............................................................................................28 TESTIMONIUM ...........................................................................................................................29 SIGNATURES ..............................................................................................................................29 SCHEDULE A SCHEDULE B 587706v5RS275-19 Redevelopment Property Form of Authorizing Resolution ii Attachment C SCHEDULE C SCHEDULE D SCHEDULE E SCHEDULE F 587706v5RS275-19 Form of Draw Request Lookback Certificate of Completion Assessment Agreement iii Attachment C CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made as of the __ day of _____________________, 2019, by and between the Roseville Economic Development Authority, a public body corporate and politic under the laws of Minnesota (the “Authority”), and Walton Holdings, LLC, a Minnesota limited liability company (the “Redeveloper”). WITNESSETH: WHEREAS, the City of Roseville (the “City”) has undertaken a program to promote the development and redevelopment of land which is underutilized within the City, and in this connection created its Development District No. 1 (hereinafter referred to as the “Project”), the geographic boundaries of which are coterminous with those of the City, pursuant to Minnesota Statutes, Sections 469.124 to 469.134; and WHEREAS, the City has created the Authority and authorized the Authority to transact business and exercise its powers by an enabling resolution of the City Council, pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (the “Act”); and WHEREAS, the City has transferred the control and administration of the Project and all current and future tax increment financing districts within the Project to the Authority, and the Authority has accepted such transfer; and WHEREAS, pursuant to the Act and to Minnesota Statutes, Sections 469.001 to 469.047 (the “HRA Act”), the Authority is authorized to undertake certain activities to prepare real property for development and redevelopment by private enterprise; and WHEREAS, the Redeveloper has acquired certain property (the “Redevelopment Property”) within the Project to redevelop as a multifamily housing facility (the “Minimum Improvements”), as further described herein; and WHEREAS, the Authority has established Tax Increment Financing District No. 22 (the “TIF District”) pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”), consisting, in part, of the Redevelopment Property located within the Project; and WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property pursuant to and in general fulfillment of this Agreement is in the vital and best interests of the City, will promote the health, safety, morals, and welfare of its residents, and will be in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 587706v5RS275-19 1 Attachment C ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes Sections 469.090 to 469.1081, as amended. “Affiliate” means with respect to any entity (a) any corporation, partnership, limited liability company or other business entity or person controlling, controlled by or under common control with the entity, or for which the controlling interest is commonly owned, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving all or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words “controlling”, “controlled by” and “under common control with” shall mean, with respect to any corporation, partnership, limited liability company or other business entity, the ownership of fifty percent or more of the voting interests in such entity or possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether through ownership of voting securities or by contract or otherwise. “Agreement” means this Agreement, as the same may be from time to time modified, amended, or supplemented. “Authority” means the Roseville Economic Development Authority. “Authority Representative” means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. “Authorizing Resolution” means the resolution of the Authority authorizing issuance of the TIF Note, in substantially the form attached to this Agreement as Schedule B. “Available Tax Increment” has the meaning provided in the Authorizing Resolution. “Business Day” means any day except a Saturday, Sunday, legal holiday, a day on which the City is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close. “Business Subsidy Act” means Minnesota Statutes, Sections 116J.993 to 116J.995, as amended. “City” means the City of Roseville, Minnesota. “Certificate of Completion” means the certification provided to the Redeveloper pursuant to Section 4.4 of this Agreement. 587706v5RS275-19 2 Attachment C “Construction Plans” means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following: (1) site plan; (2) floor plan; (3) cross sections of each (length and width); (4) elevations (all sides); (5) landscape plan; and (6) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. “Consultant” means the Authority’s municipal advisor. As of the date of this Agreement, the Consultant is Ehlers and Associates, Inc. “County” means the County of Ramsey, Minnesota. “Development Agreement” means the Public Improvement Contract between the City and the Redeveloper, to be executed in connection with Redeveloper’s activities on the Redevelopment Property, which Development Agreement is incorporated herein by reference. “Development Program” means the Development Program for the Project, as amended. “Event of Default” means an action by the Redeveloper listed in Article IX of this Agreement. “Holder” means the owner of a Mortgage. “HRA Act” means Minnesota Statutes, Sections 469.001 to 469.047, as amended. “MOU” means the Memorandum of Understanding between the City and the Redeveloper, to be executed in connection with multifamily management and public safety services for the Minimum Improvements, which MOU is incorporated herein by reference. “Minimum Improvements” means the construction on the Redevelopment Property of a multifamily housing facility containing approximately 127 units of housing, and associated parking. “Mortgage” means any mortgage made by the Redeveloper that is secured, in whole or in part, with the Redevelopment Property and that is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. “Project” means the Authority’s Development District No. 1. “Public Redevelopment Costs” has the meaning provided in Section 3.4(a) hereof. “Redeveloper” means Walton Holdings, LLC, a Minnesota limited liability company, or its permitted successors and assigns. 587706v5RS275-19 3 Attachment C “Redevelopment Property” means the real property described in Schedule A of this Agreement, provided that upon filing of a final plat of such property, the platted legal description will control. “State” means the state of Minnesota. “Tax Increment” means that portion of the real property taxes that is paid with respect to the Redevelopment Property and that is remitted to the Authority as tax increment pursuant to the Tax Increment Act. “Tax Increment Act” or “TIF Act” means the Tax Increment Financing Act, Minnesota Statutes Sections 469.174 to 469.1794, as amended. “Termination Date” means the earlier of (a) date of the Authority’s last receipt of Tax Increment from the TIF District in accordance with Section 469.176, subd. 1b(3) of the TIF Act; or (b) the date the TIF Note has been paid in full, defeased, or terminated in accordance with the terms of the resolution set forth in Schedule B. “TIF District” means Tax Increment Financing District No. 22, created by the City and Authority on August 12, 2019. “TIF Note” has the meaning provided in Section 3.4 hereof. “Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for the TIF District approved by the City Council on August 12, 2019, and as it may be amended. “Tax Official” means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. “Transfer” has the meaning set forth in Section 8.2(a) hereof. “Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority or City in exercising their rights under this Agreement), including without limitation condemnation or threat of condemnation of any portion of the Redevelopment Property, which directly result in delays. Unavoidable Delays shall not include delays experienced by the Redeveloper in obtaining permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement, so long as the Construction Plans have been approved in accordance with Section 4.2 hereof. 587706v5RS275-19 4 Attachment C ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act and the HRA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority will use its best efforts to facilitate redevelopment of the Minimum Improvements, including but not limited to cooperating with the Redeveloper in obtaining necessary administrative and land use approvals and financing pursuant to Section 7.1 hereof. (c) The activities of the Authority are undertaken pursuant to the TIF Act for the purpose of fostering the development and redevelopment of certain real property that is occupied by a substandard and obsolete building, which will provide employment opportunities, revitalize this portion of the Project, and increase the tax base. (d) The Minimum Improvements are allowed uses under the zoning ordinances of the City and are consistent with the Development Program. (e) Agreement. The Authority will issue the TIF Note, subject to all the terms and conditions of this Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company, duly established and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its articles of organization or bylaws, is duly qualified as a domestic limited liability company and authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its members. (b) The Redeveloper will construct the Minimum Improvements in accordance with the terms of this Agreement, the Development Program, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code, labor, and public health laws and regulations). (c) The Redeveloper will use reasonable efforts to secure all permits, licenses and approvals necessary for construction of the Minimum Improvements. (d) The Redeveloper has received no written notice or other written communication from any local, state or federal official that the activities of the Redeveloper or the Authority on 587706v5RS275-19 5 Attachment C the Redevelopment Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) The proposed construction of the Minimum Improvements by the Redeveloper hereunder would not occur but for the assistance being provided by the Authority hereunder. [The remainder of this page is intentionally left blank.] 587706v5RS275-19 6 Attachment C ARTICLE III Property Acquisition; Acquisition Costs Section 3.1. Status of Redevelopment Property. The Redevelopment Property consists of the parcel legally described in Schedule A hereof. As of the date of this Agreement, the Redeveloper holds fee title to the Redevelopment Property. The Redeveloper acknowledges that the Authority has no obligation to acquire any of the Redevelopment Property. Section 3.2. Environmental Undertakings. (a) The Redeveloper has submitted a response action plan to the MPCA, providing for remediation of hazardous wastes and contaminants on the Redevelopment Property (the “RAP”). Upon approval of the RAP by the MPCA, Redeveloper shall promptly undertake remediation and any other actions required under the RAP, subject to the reimbursement as further described in this Agreement. (b) The Redeveloper acknowledges that the Authority makes no representations or warranties as to soil and environmental condition on the Redevelopment Property or the fitness of the Redevelopment Property for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority for any contamination of the Redevelopment Property or poor soil conditions nor imposes any obligation on the Authority to participate in any cleanup of the Redevelopment Property and/or correction of any soil problems (other than the financing described in this agreement). (c) Without limiting its obligations under Section 8.3 of this Agreement the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Redevelopment Property unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the indemnitees. Nothing in this section will be construed to limit or affect any limitations on liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02. Section 3.3. Issuance of TIF Note. (a) Public Redevelopment Costs. In order to make construction of the Minimum Improvements financially feasible, the Authority will reimburse the Redeveloper for a portion of the costs of soil remediation (to the extent not reimbursed as an Environmental Cost pursuant to Section 3.4 hereof) and structured parking incurred by the Redeveloper on the Redevelopment Property (the “Public Redevelopment Costs”), through issuance of the TIF Note in accordance with this Section. (b) Terms. The Authority shall issue and the Redeveloper shall purchase the TIF Note in the maximum principal amount of $2,900,000. The TIF Note will be issued as reimbursement of Public Redevelopment Costs, and secured solely from Available Tax Increment. The terms of the TIF Note, including maturity and payment dates, will be substantially those set forth in the form of 587706v5RS275-19 7 Attachment C the TIF Note shown in Schedule B, and the TIF Note will be subject to all terms of the Authorizing Resolution, which is incorporated herein by reference. The Authority shall issue and deliver the TIF Note upon Redeveloper having: (i) delivered to the Authority written evidence satisfactory to the Authority that Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the principal amount of the TIF Note, which evidence must include copies of the paid invoices or other comparable evidence for costs of allowable Public Redevelopment Costs; (ii) submitted and obtained Authority approval of financing in accordance with Section 7.1; and (iii) delivered to the Authority an investment letter in a form reasonably satisfactory to the Authority. (c) Termination of right to TIF Note. All conditions for delivery of the TIF Note must be met by no later than the date which is less than five (5) years after the date of certification of the TIF District by the County and complies with the so-called five-year rule under Section 469.1763, subd. 3(c) of the TIF Act. If the conditions for delivery of the TIF Note are not satisfied by the date described in this paragraph, the Authority has no further obligations under this Section 3.4. (d) Assignment of TIF Note. The Authority acknowledges that the Redeveloper may assign the TIF Note to a third party. The Authority consents to such an assignment, conditioned upon receipt of an investment letter from such third party in a form reasonably acceptable to the Authority. (e) Qualifications. The Redeveloper understands and acknowledges that all Public Redevelopment Costs must first be paid by the Redeveloper and will be reimbursed from Available Tax Increment pursuant to the terms of the TIF Note. The Authority makes no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal of the TIF Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. Public Redevelopment Costs exceeding the principal amount of the TIF Note are the sole responsibility of Redeveloper, subject to Section 3.5 of this Agreement. Section 3.4. Environmental Costs. (a) The Authority will apply a portion of tax increment generated from its Tax Increment Hazardous Substance Subdistrict No. 17A to reimburse the Redeveloper for a portion of the extraordinary costs of environmental remediation required to redevelop the Redevelopment Property pursuant to the Response Action Plan in effect for the Redevelopment Property (the “Environmental Costs”), in an amount not to exceed $550,000 (the “HSS Grant”). 587706v5RS275-19 8 Attachment C (b) The Authority has agreed to apply for environmental remediation grants (the “ThirdParty Grants”) to finance a portion of the Environmental Costs upon the Redeveloper’s request. The Authority will pay or reimburse the Redeveloper for Environmental Costs from and to the extent of any grant proceeds received in accordance with the terms of the respective grant agreements and the terms of this Section. Notwithstanding anything to the contrary herein, if Environmental Costs exceed the amount to be reimbursed under this Section under either the HSS Grant or the Third-Party Grants, such excess shall be the sole responsibility of the Redeveloper (except to the extent reimbursable under the Note). (c) All disbursements will be made subject to the conditions precedent that on the date of such disbursement: (1) The Authority has received a written statement from the Redeveloper’s authorized representative certifying with respect to each payment: (a) that none of the items for which the payment is proposed to be made has formed the basis for any payment previously made under this Section (or before the date of this Agreement); (b) that each item for which the payment is proposed is an Environmental Cost, including a statement specifying which grant is the eligible funding source; and (c) the Redeveloper reasonably anticipates completion of the Environmental Costs and the Minimum Improvements in accordance with the terms of this Agreement. (2) No Event of Default under this Agreement or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace or time elapse, shall have occurred and be continuing. (3) No license or permit necessary for undertaking the Environmental Costs or constructing the Minimum Improvements shall have been revoked or the issuance thereof subjected to challenge before any court or other governmental authority having or asserting jurisdiction thereover. (4) The Redeveloper has submitted, and the Authority has approved, Construction Plans for the Minimum Improvements in accordance with Article IV hereof. (d) Whenever the Redeveloper desires a disbursement to be made hereunder, which shall be no more often than biweekly, the Redeveloper shall submit to the Authority a draw request in the form attached as Schedule C duly executed on behalf of the Redeveloper accompanied by paid invoices or other comparable evidence that the cost has been incurred and paid or is payable by Redeveloper. Each draw request shall constitute a representation and warranty by the Redeveloper that all representations and warranties set forth in this Agreement are true and correct as of the date of such draw request. (e) If the Redeveloper has performed all of its agreements and complied with all requirements theretofore to be performed or complied with hereunder, including satisfaction of all applicable conditions precedent contained in Article III hereof, the Authority shall make a disbursement to the Redeveloper in the amount of the requested disbursement or such lesser amount as shall be approved, within twenty (20) Business Days after the date of the Authority’s receipt of 587706v5RS275-19 9 Attachment C the draw request, or, if later, upon receipt of grant proceeds from the respective agency, as the case may be. Each disbursement shall be paid from the grant designated by the Authority at its discretion, subject to the Authority’s determination that the relevant Environmental Cost is payable from the designated source under the respective grant agreement. (f) The making of the final disbursement by the Authority under this Section shall be subject to the condition precedent that the Redeveloper shall be in compliance with all conditions set forth in this Section and further, that the following conditions shall have been satisfied: (1) The Redeveloper shall have received a certificate of completion from the MPCA pursuant to Minnesota Statutes, Section 115B.175, subdivision 5, clause (b); and (2) The Authority shall have received a lien waiver from each contractor for all work done and for all materials furnished by it for the Environmental Costs. (g) The Authority may, in its sole discretion, without notice to or consent from any other party, waive any or all conditions for disbursement set forth in this Article. However, the making of any disbursement prior to fulfillment of any condition therefor shall not be construed as a waiver of such condition, and the Authority shall have the right to require fulfillment of any and all such conditions prior to authorizing any subsequent disbursement. Section 3.5. TIF Lookback. (a) Generally. The financial assistance to the Redeveloper under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing the Minimum Improvements. The Authority and the Redeveloper agree that those assumptions will be reviewed at the times described in this Section, and that the amount of Tax Increment assistance provided under Section 3.3 will be adjusted accordingly. (b) Definitions. following meanings: For the purposes of this Section, the following terms have the “Calculation Date” means 60 days after the earliest of (i) the date of Stabilization of the Minimum Improvements; (ii) the date of any Transfer of the Minimum Improvements (provided that the Redeveloper and the Authority agree that the Calculation Date will occur prior to the actual Transfer); or (iii) three years after the date of completion of the Minimum Improvements, as evidenced by the Authority’s issuance of a Certificate of Completion. “Cash Flow” means Net Operating Income less debt service with respect to the first mortgage loan. “Cash on Cost Return” means Net Operating Income divided by the total development costs, which excludes any grants or City, Authority, Federal or State funds received by the Redeveloper. “Net Operating Income” means total annual income and other project-derived annual revenue, including payments under the Note (but excluding proceeds, or the financial effect of 587706v5RS275-19 10 Attachment C the proceeds, from a sale or refinancing), less Operating Expenses in accordance with the pro forma for the Minimum Improvements. “Operating Expenses” means reasonable and customary expenses incurred in operating the Minimum Improvements in accordance with the Pro Forma, including deposits to capital replacement reserves. “Stabilization” is defined as the date on which the Minimum Improvements have achieved 95% occupancy. (c) Lookback Calculations. (i) At the time of completion of construction of the Minimum Improvements, if the amount of the Public Redevelopment Costs actually incurred is less than the amount of Estimated Public Redevelopment Costs projected in Schedule D, the financial assistance for the Public Redevelopment Costs will be reduced on a dollar for dollar basis in the amount of such deficiency and the principal amount of the Note will be adjusted accordingly. (ii) On the Calculation Date, the amount of the Note provided pursuant to this Agreement will be subject to adjustment based on a targeted annual Cash-On-Cost Return in excess of 7%. By the Calculation Date, the Redeveloper must deliver to the Authority’s Consultant evidence of its Cash-On-Cost Return. The Cash-On-Cost Return shall be calculated by the Authority’s Consultant based on the Redeveloper’s financial statement, prepared pursuant to generally accepted industry standards and submitted to the Authority’s Consultant (to be calculated in the same manner as the sample attached as Schedule D-2). If the Minimum Improvements have not reached Stabilization as of the Calculation Date, the calculation shall assume Stabilization has occurred. If the actual Cash-On-Cost Return exceeds 7%, then the principal amount of the Note issued to the Redeveloper will be reduced by 50% of the amount that results in a CashOn-Cost Return equal to 7% over the term of the Note, and the Redeveloper shall deliver the Note to the Authority in exchange for a new Note in the adjusted principal amount upon the Authority’s written request. (d) Property Sale or Refinance. If the Redeveloper sells the Minimum Improvements to an unrelated third party or refinances the Minimum Improvements (provided, however, the placement of permanent debt on the Minimum Improvements will not constitute a refinancing giving rise to the review as described in this Section) during the first eight (8) years after issuance of a Certificate of Completion for the Minimum Improvements, the Redeveloper agrees to provide to the Consultant reasonable background documentation of actual project costs, project sources, and financing terms to construct the Minimum Improvements as well as the actual income and operating expenses for the period from the date of this Agreement through the date of such anticipated sale or refinance (provided that the Redeveloper and the Authority agree that the Calculation Date will occur prior to the actual sale or refinancing). Based on such review, if the Consultant determines that the Minimum Improvements exceed an actual annual 7% Cash-On-Cost Return (to be calculated in the same manner as the sample attached as 587706v5RS275-19 11 Attachment C Schedule D-2), then 50% of the amount that exceeds the annual 7% Cash-On-Cost Return will be applied to reduce the principal amount payable under the Note. Such reduction will be effective upon written notice by the Authority to Redeveloper, stating the amount of such excess profit as determined by the Authority in accordance with this Section, accompanied by the Consultant's report. Section 3.6. Business Subsidy. The parties agree and understand that the financial assistance described in this Agreement does not constitute a business subsidy within the meaning of the Business Subsidy Act, because the assistance is for housing, an enumerated exception under Section 116J.993, subd. 3(7) of the Business Subsidy Act. The Redeveloper releases and waives any claim against the Authority and its governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority failed to comply with the Business Subsidy Act with respect to this Agreement. Section 3.7. Payment of Authority Costs. The Redeveloper agrees that it will pay, within thirty (30) days after written notice from the Authority, the reasonable costs of consultants and attorneys retained by the Authority in connection with the creation of the TIF District and the negotiation in preparation of this Agreement and other incidental agreements and documents related to the development contemplated hereunder (the “Authority Costs”). The Authority will provide written reports describing the costs accrued under this Section upon request from the Redeveloper, but not more often than intervals of forty-five (45) days. Notwithstanding the foregoing, any Authority Costs incurred by the Authority after the receipt by the Authority of the first payment of Tax Increment by the County will be paid by the Authority, and the Redeveloper will have no obligation to pay any Authority Costs incurred after such date. The sum of $11,250 which was deposited by the Redeveloper upon filling its application for tax increment financing with the Authority, will be credited to the Redeveloper’s obligation under this Section. Upon termination of this Agreement in accordance with its terms, the Redeveloper remains obligated under this section for costs incurred through the date of first receipt by the Authority of Tax Increment. [The remainder of this page is intentionally left blank.] 587706v5RS275-19 12 Attachment C ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Improvements. The Redeveloper agrees that it will construct or cause construction of the Minimum Improvements on the Redevelopment Property in accordance with the approved Construction Plans and that it will, during any period while the Redeveloper retains ownership of any portion of the Minimum Improvements, operate and maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. (a) Before commencing construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the Development Program and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing if (i) the Construction Plans conform to all terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Development Program; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Redeveloper certifies that Redeveloper reasonably anticipates that the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper for construction of the Minimum Improvements; and (vi) no Event of Default has occurred and remains outstanding. No approval by the Authority shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefor based upon the criteria set forth in (i) through (vi) above, and shall be made within twenty (20) days after the date of receipt of final plans from the Redeveloper. If the Authority fails to reject any Construction Plans submitted to the Authority within said twenty (20) day period, the Authority shall be deemed to have approved such plans. If the Authority rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within twenty (20) days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the approved Construction Plans comply to the Authority’s satisfaction with the provisions of this Agreement relating thereto. 587706v5RS275-19 13 Attachment C The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority. Neither the Authority nor any employee or official of the Authority shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (b) If the Redeveloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. For the purpose of this section, the term “material” means changes that increase or decrease construction costs by 10% or more. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The Authority’s approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Commencement and Completion of Construction. The Redeveloper shall commence construction of the Minimum Improvements by December 31, 2019. Subject to Unavoidable Delays, the Redeveloper shall complete the construction of the Minimum Improvements by June 30, 2021. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority. For purposes of this Agreement, construction shall be deemed to commence upon the commencement of environmental remediation activities necessary to carry out the construction of the Minimum Improvements. The Redeveloper agrees for itself, its successors, and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. After the date of this Agreement and until the Minimum Improvements have been fully constructed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, but no more than monthly, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a) Within 15 days after completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates for beginning and completion 587706v5RS275-19 14 Attachment C thereof), the Authority Representative shall deliver to the Redeveloper a Certificate of Completion in substantially the form shown as Schedule E, in recordable form and executed by the Authority. (b) If the Authority Representative shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority Representative shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order for the Authority to issue the Certificate of Completion. Issuance of the Certificate of Completion shall not be unreasonably withheld. (c) The construction of the Minimum Improvements shall be deemed to be complete upon (i) issuance of a final certificate of occupancy for the Minimum Improvements, (ii) upon determination by the Authority Representative that all related site improvements on the Redevelopment Property have been substantially completed in accordance with approved Construction Plans, and (iii) upon certification by the Redeveloper to the Authority that all costs related to the Minimum Improvements and the development of the Redevelopment Property, including without limitation payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the Redeveloper’s request for the Certificate of Completion. Section 4.5. Public Improvements. (a) In connection with Redeveloper’s construction of the Minimum Improvements, the Redeveloper shall construct certain public improvements, including without limitation the construction of sidewalks and related infrastructure, in conformity with the terms and specifications provided in the Development Agreement. (b) The City intends to construct a recreational trail over a portion of the Redevelopment Property in conjunction with a watershed management project (the “Trail Improvements”). The Redeveloper agrees and acknowledges that the Trail Improvements will benefit the Minimum Improvements and Redevelopment Property, and agrees to pay a pro rata portion of the cost of the Trail Improvements in an amount not to exceed $100,000 (the “Redeveloper Contribution”), which amount shall be payable to the Authority prior to the issuance of any City permits for the construction of the Minimum Improvements. Upon a final accounting, if the Redeveloper’s actual pro rata share of the costs of the Trail Improvements is less than the Redeveloper Contribution, the Authority shall refund to the Redeveloper any excess Redeveloper Contribution over such actual pro rata share. (c) As provided in City Resolution No. 11630, adopted by the City Council on August 26, 2019, the Redeveloper agrees and acknowledges that a payment in lieu of park dedication fees in the amount of $508,000 shall be due and payable to the City prior to the issuance of any City permits for construction of the Minimum Improvements. 587706v5RS275-19 15 Attachment C Section 4.6. Management. The Redeveloper shall at all times engage a property management company with substantial experience in operating multifamily housing developments, subject to approval by the Authority, which approval will not be unreasonably withheld. The Redeveloper will submit evidence of such management upon request by the Authority. The Redeveloper shall further enter into a Memorandum of Understanding (the “Memorandum”) with the City in connection with public safety services to be provided by the City to the Minimum Improvements, which Memorandum is incorporated into this Agreement by reference. Section 4.7. Records. The Authority, through any authorized representatives, shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all books and records of Redeveloper relating to the Minimum Improvements. Such records shall be kept and maintained by Redeveloper through the Termination Date. [The remainder of this page is intentionally blank.] 587706v5RS275-19 16 Attachment C ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder’s risk insurance, written on the so-called “Builder’s Risk -Completed Value Basis,” in an amount equal to 100% of the principal amount of the TIF Note, and with coverage available in nonreporting form on the so-called “all risk” form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) together with an Owner’s Protective Liability Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used). The Authority shall be listed as an additional insured on the policy; and (iii) Workers’ compensation insurance, with statutory coverage, provided that the Redeveloper may be self-insured with respect to all or any part of its liability for workers’ compensation. (b) Upon completion of construction of the Minimum Improvements and prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the City and Authority as additional insureds. (iii) Such other insurance, including workers’ compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by 587706v5RS275-19 17 Attachment C like organizations engaged in like activities of comparable size and liability exposure; provided that the Redeveloper may be self-insured with respect to all or any part of its liability for workers’ compensation. (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that the insurance required herein is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel the policy without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $250,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper. (e) In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this Section, the Redeveloper shall have the option of: (i) paying to the Authority an amount that, in the opinion of the Authority and its fiscal consultant, is sufficient to pay or redeem the outstanding principal of the TIF Note, or (ii) so long as the Redeveloper is the owner of the TIF Note, waiving its right to receive subsequent payments under the TIF Note. (f) The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article VII of this Agreement. 587706v5RS275-19 18 Attachment C ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the development through reimbursement of Public Redevelopment Costs. The Redeveloper understands that the Tax Increments pledged to payment on the TIF Note are derived from real estate taxes on the Redevelopment Property, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the Termination Date, it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement, except as provided in Section 5.1(e). The Redeveloper also agrees that it will not, prior to the Termination Date, seek exemption from property tax for the Redevelopment Property or any portion thereof or transfer or permit the transfer of the Redevelopment Property to any entity that is exempt from real property taxes and state law (other than any portion thereof dedicated or conveyed to the City in accordance with platting of the Redevelopment Property), or apply for a deferral of property tax on the Redevelopment Property pursuant to any law. Section 6.3. Assessment Agreement. (a) Upon execution of this Agreement, the Redeveloper shall, with the Authority, execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying an assessor's minimum market value (the “Market Value”) for the Redevelopment Property and Minimum Improvements constructed thereon. The amount of the minimum Market Value shall be $5,397,500 as of January 2, 2020, and shall be $21,590,000 as of January 2, 2021 and each January 2 thereafter, notwithstanding the status of construction by such dates. (b) The Assessment Agreement shall be substantially in the form attached hereto as Schedule F. Nothing in the Assessment Agreement shall limit the discretion of the County assessor to assign a market value to the Redevelopment Property and Minimum Improvements in excess of such assessor's minimum Market Value. The Assessment Agreement shall remain in force for the period specified in the Assessment Agreement. (c) Nothing in this Agreement or in the Assessment Agreement shall limit the right of the Redeveloper, or its successors and assigns, to bring a tax petition challenging a Market Value 587706v5RS275-19 19 Attachment C determination that exceeds the established minimum Market Value for the Redevelopment Property or the Minimum Improvements; provided that if the Redeveloper brings such a challenge, the Redeveloper must inform the Authority of such tax petition in writing. During the pendency of such challenge, the Authority will pay principal of and interest on the TIF Note only to the extent of the Available Tax Increment attributable to the minimum Market Value of the Redevelopment Property and the Minimum Improvements; provided that if the Redeveloper fails to notify the Authority of the tax petition, the Authority shall have the right to withhold all payments of principal of and interest on the TIF Note until the Redeveloper’s challenge is resolved. Upon resolution of Redeveloper’s tax petition, any Available Tax Increment deferred and withheld under this Section shall be paid, without interest thereon, to the extent payable under the assessor’s final determination of Market Value. [The remainder of this page is intentionally blank.] 587706v5RS275-19 20 Attachment C ARTICLE VII Other Financing Section 7.1. Generally. Before issuance of the Note, the Redeveloper shall submit to the Authority or provide access thereto for review by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that Redeveloper has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources sufficient for paying the cost of the developing the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. Section 7.2. Authority’s Option to Cure Default on Mortgage. In the event that any portion of the Redeveloper’s funds is provided through mortgage financing, and there occurs a default under any Mortgage reviewed by the Authority pursuant to Article VII of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. Section 7.3. Modification; Subordination. The Authority agrees to subordinate its rights under this Agreement to the Holder of any Mortgage securing construction or permanent financing, in accordance with the terms of a subordination agreement in a form reasonably acceptable to the Authority and approved by the Authority by formal action. [The remainder of this page is intentionally blank.] 587706v5RS275-19 21 Attachment C ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Development. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of development of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper’s Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that during the term of this Agreement: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to undertaking the development contemplated under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity whether or not related in any way to the Redeveloper (collectively, a “Transfer”), without the prior written approval of the Authority (whose approval will not be unreasonably withheld, subject to the standards described in paragraph (b) of this Section) unless the Redeveloper remains liable and bound by this Redevelopment Agreement in which event the Authority’s approval is not required. Any such Transfer shall be subject to the provisions of this Agreement. For the purposes of this Agreement, the term Transfer does not include (i) acquisition of a controlling interest in Redeveloper by another person or entity or merger of Redeveloper with another entity; or (ii) any sale, conveyance, or transfer in any form to any Affiliate. (b) In the event the Redeveloper, upon Transfer of the Redevelopment Property or any portion thereof prior to issuance of the Certificate of Completion, seeks to be released from its obligations under this Redevelopment Agreement as to the portions of the Redevelopment Property that are transferred, the Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Ramsey County, Minnesota, 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 Redeveloper under 587706v5RS275-19 22 Attachment C this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing conditions are satisfied then the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. Section 8.3. Release and Indemnification Covenants. (a) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties as hereinafter defined, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper releases from and covenants and agrees that the Authority, the City, and the governing body members, officers, agents, servants, and employees thereof (the “Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Redevelopment Property or the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from 587706v5RS275-19 23 Attachment C 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, maintenance, and operation of the Redevelopment Property. (c) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants, or employees or any other person who may be about the Redevelopment Property or Minimum Improvements. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of such entity and not of any governing body member, officer, agent, servant, or employee of such entities in the individual capacity thereof. Section 8.4. Tax Deferred Exchange. Notwithstanding Section 8.2 hereof, if the Redeveloper desires to purchase the Redevelopment Property in connection with a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), Redeveloper shall have the right to temporarily assign its rights under this Agreement to a “qualified exchange intermediary” (a “1031 Agent”) within the meaning of Section 1031 of the Code. During any period when this Agreement is temporarily assigned to a 1031 Agent, the Redeveloper shall remain fully responsible and liable for its obligations under this Agreement. It is expressly understood by the parties that the Authority assumes no liability or responsibility in connection with the Redeveloper’s tax-deferred exchange and the Redeveloper shall hold the Authority harmless from any claims, actions or liabilities that may result from the agreements, transactions or assignments necessary to complete said tax deferred exchange. [The remainder of this page is intentionally blank.] 587706v5RS275-19 24 Attachment C ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement, any one or more of the following events, after the non-defaulting party provides thirty (30) days written notice to the defaulting party of the event, but only if the event has not been cured within said thirty (30) days or, if the event is by its nature incurable within thirty (30) days, the defaulting party does not, within such thirty-day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement, unless such failure to perform is the result of an Unavoidable Delay; or any certification, representation, or warranty by the Redeveloper to the City or the Authority that is substantiated by evidence to be untrue or misrepresented. (b) If, before issuance of the Certificate of Completion for all the Minimum Improvements, the Redeveloper shall (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law, which action is not dismissed within sixty (60) days after filing; or or (ii) make an assignment for benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; (iv) be adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may: (a) Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under the Agreement. (b) Upon a default by the Redeveloper under this Agreement, the Authority may terminate the Note and this Agreement. (c) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to 587706v5RS275-19 25 Attachment C enforce performance and observance of any obligation, agreement, or covenant under this Agreement, provided that nothing contained herein shall give the Authority the right to seek specific performance by Redeveloper of the construction of the Minimum Improvements. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. To entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.5. Attorney Fees. Whenever any Event of Default occurs and if the nondefaulting party employs attorneys or incurs other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party under this Agreement, the defaulting party shall, within ten (10) days of written demand by the non-defaulting party, pay to the non-defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party. [The remainder of this page is intentionally blank.] 587706v5RS275-19 26 Attachment C ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement that affects his personal interests or the interests of any corporation, partnership, or association in which he, directly or indirectly, is interested. No member, official, or employee of the City or Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or for any amount that may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state, and local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the operation of the Minimum Improvements as defined in Section 1.1 hereof, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the following addresses (or to such other addresses as either party may notify the other): 587706v5RS275-19 27 Attachment C To Redeveloper: Walton Holdings, LLC Attn: Nicholas Walton 1710 West Lake Street, Suite 200 Minneapolis, MN 55409 To Authority: Roseville Economic Development Authority Attn: Executive Director 2660 Civic Center Drive Roseville, Minnesota 55113 Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto with the Ramsey County recorder. The Redeveloper shall pay all costs for recording. The Redeveloper’s obligations under this Agreement are covenants running with the land for the term of this Agreement, enforceable by the Authority against the Redeveloper, its successor and assigns, and every successor in interest to the Redevelopment Property, or any part thereof or any interest therein. Section 10.9 Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Redeveloper. Section 10.10. Authority Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative, except that final approval of issuance of the TIF Note shall be made by the Authority’s board of commissioners. [The remainder of this page is intentionally left blank.] 587706v5RS275-19 28 Attachment C IN WITNESS WHEREOF, the Authority and Redeveloper have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic and political subdivision of the State of Minnesota By By STATE OF MINNESOTA COUNTY OF RAMSEY Its President Its Executive Director ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2019 by Dan Roe and Patrick Trudgeon, the President and Executive Director of the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public 587706v5RS275-19 29 Attachment C WALTON HOLDINGS, LLC, a Minnesota limited liability company By Its _______________________ STATE OF MINNESOTA COUNTY OF ________ ) ) SS. ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2019, by _____________________, the ___________________ of Walton Holdings, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 587706v5RS275-19 30 Attachment C SCHEDULE A REDEVELOPMENT PROPERTY Lot 1, Block 1, FAIRVIEW AVENUE ADDITION, according to the recorded plat thereof, Ramsey County, Minnesota. 587706v5RS275-19 A-1 Attachment C SCHEDULE B AUTHORIZING RESOLUTION ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. __________ RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE TO WALTON HOLDINGS, LLC BE IT RESOLVED BY the Board of Commissioners (“Board”) of the Roseville Economic Development Authority (the “Authority”) as follows: Section 1. Background; Authorization; Award of Sale. 1.01. Background; Authorization. (a) The Authority and the City of Roseville (“City”) have heretofore approved the establishment of Tax Increment Financing District No. 22 (the “TIF District”) within Development District No. 1 (“Project”), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. (b) Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the TIF District. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note (Fairview Multifamily Project) (the “Note”) for the purpose of financing certain public redevelopment costs of the Project, pursuant to the terms of this Resolution. 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. (a) The Authority hereby approves the Contract for Private Redevelopment between the Authority and Walton Holdings, LLC (the “Agreement”), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. 587706v5RS275-19 B-1 Attachment C (c) The Note shall be issued in the maximum principal amount of $2,900,000 to Walton Holdings, LLC (the "Owner"), in consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the rate that is the lesser of 5.0% or the Owner’s actual mortgage financing rate. The Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.4 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the form attached hereto as Exhibit A, with the blanks to be properly filled in and the principal amount and interest rate adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount, interest rate, and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 587706v5RS275-19 B-2 Attachment C (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal and interest on the Note all Available Tax Increment, as defined in, and subject to the terms described in, the 587706v5RS275-19 B-3 Attachment C Note. Available Tax Increment shall be applied to payment of the principal and interest on the Note in accordance with the terms of the form of Note set forth in Exhibit A of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal or interest thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no obligations secured by Available Tax Increment unless such pledge is on a subordinate basis to the pledge to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Agreement. Effective Date. This resolution shall be effective upon full execution of the Adopted this _________ day of __________________, 2019. President ATTEST: Secretary 587706v5RS275-19 B-4 Attachment C Exhibit A to Authorizing Resolution FORM OF NOTE UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $___________________ TAX INCREMENT REVENUE NOTE SERIES 20__ (FAIRVIEW MULTIFAMILY PROJECT) Date of Original Issue Rate ___% The Roseville Economic Development Authority (“Authority”) for value received, certifies that it is indebted and hereby promises to pay to Walton Holdings, LLC or registered assigns (the "Owner"), the principal sum of $___________________________ and to pay interest thereon at the rate of ____% per annum, but solely from the sources and to the extent set forth herein. Unless the context clearly requires otherwise, capitalized terms in this Note have the meaning provided in the Contract for Private Redevelopment between the Authority and Owner dated as of _____________, 2019 (the “Agreement”). 1. Payments. Principal and interest (“Payments”) shall be paid on August 1, 2021 and each February 1 and August 1 thereafter to and including February 1, 2036 (“Payment Dates”) in the amounts set forth herein, payable solely from and to the extent of the sources set forth in Section 3 hereof. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days consisting of twelve months of thirty days, and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of “Available Tax Increment,” which shall mean 95 percent of the total Tax Increment attributable to the Minimum Improvements and Redevelopment Property 587706v5RS275-19 B-5 Attachment C that has been paid to the Authority by Ramsey County in the six months prior to the subject Payment Date. (b) The Authority shall have no obligation to pay principal and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2036. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured within three hundred sixty-five (365) days following the Authority’s written notice to Owner of such default, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $_____________________ issued to aid in financing certain public redevelopment costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on __________________, 2019, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interst on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the 587706v5RS275-19 B-6 Attachment C payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Roseville Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY _____________________________________ Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Registration Registered Owner____ Walton Holdings, LLC Federal Tax I.D. No. _____________________ 587706v5RS275-19 B-7 Signature of City Finance Director Attachment C SCHEDULE C FORM OF DRAW REQUEST TO: Roseville Economic Development Authority 2660 Civic Center Drive Roseville, MN 55113 DISBURSEMENT DIRECTION The undersigned authorized representative (the “Authorized representative”) of Walton Holdings LLC, a Minnesota limited liability company (the “Redeveloper”), hereby authorizes and requests you to disburse from proceeds of the __________________ grant in accordance with the terms of the Contract for Private Redevelopment, dated ____________, 2019 (the “Agreement”), between the Roseville Economic Development Authority (“Authority”) and the Redeveloper, the following amount to the following person and for the following proper Environmental Costs: 1. 2. 3. 4. Amount: Payee: Purpose: Grant Source: _________________________ _________________________ _________________________ _________________________ all as defined and provided in the Agreement. The undersigned further certifies to the Authority that (a) none of the items for which the payment is proposed to be made has formed the basis for any payment previously made under Section 3.4 of the Agreement (or before the date of the Agreement); (b) that each item for which the payment is proposed is an Environmental Cost, eligible for funding from the grant source(s) identified above; and (c) the Redeveloper reasonably anticipates completion of the Environmental Costs and the Minimum Improvements in accordance with the terms of the Agreement. Dated: ____________________ ______________________________________ Redeveloper’s Authorized Representative 587706v5RS275-19 C-1 Attachment C SCHEDULE D Public Redevelopment Costs 587706v5RS275-19 D-1 Attachment C SCHEDULE D-2 Lookback Proforma 587706v5RS275-19 D-2 Attachment C SCHEDULE E CERTIFICATE OF COMPLETION (See following page.) 587706v5RS275-19 E-1 Attachment C CERTIFICATE OF COMPLETION WHEREAS, the Roseville Economic Development Authority (the “Authority”) and Walton Holdings, LLC (the “Redeveloper”) entered into a certain Contract for Private Redevelopment dated as of __________________, 2019 (the “Agreement”), filed of record as Document No. _____________________ on ___________________, 2019; and WHEREAS, the Agreement contains certain covenants and restrictions set forth in Articles III and IV thereof related to completing certain Minimum Improvements; and WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all construction and other physical improvements related to the Minimum Improvements specified to be done and made by the Redeveloper have been completed and the agreements and covenants in Articles III and IV of the Agreement have been performed by the Redeveloper, and this Certificate is intended to be a conclusive determination of the satisfactory termination of the covenants and conditions of Articles III and IV of the Agreement related to completion of the Minimum Improvements, but any other covenants in the Agreement shall remain in full force and effect until the Termination Date (as such term is defined in the Agreement). Dated: ___________________________, 20__. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY By 587706v5RS275-19 E-2 Authority Representative Attachment C STATE OF MINNESOTA COUNTY OF RAMSEY ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20__ by ______________________________________, the ______________________________ of the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public This document drafted by: Kennedy & Graven, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Phone: 612-337-9300 587706v5RS275-19 E-3 Attachment C SCHEDULE F ______________________________________________________________________________ ASSESSMENT AGREEMENT and ASSESSOR’S CERTIFICATION By and Between ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY and WALTON HOLDINGS, LLC This Document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 587706v5RS275-19 F-1 Attachment C ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the ____ day of _____________________________, 2019 by and between the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota (the “Authority”) and Walton Holdings, LLC, a ______________ (the “Redeveloper”). WITNESSETH, that WHEREAS, on or before the date hereof the Authority and Redeveloper have entered into a Contract for Private Redevelopment dated ______________________, 2019 (the “Redevelopment Agreement”), pursuant to which the Authority is to facilitate the redevelopment of certain property in the Authority of Roseville hereinafter referred to as the “Property” and legally described in Exhibit A hereto; and WHEREAS, pursuant to the Redevelopment Agreement the Redeveloper is obligated to construct certain improvements (the “Minimum Improvements”) upon the Property; and WHEREAS, the Authority and Redeveloper desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and WHEREAS, the Authority and the Assessor of Ramsey County (the “Assessor”) have reviewed the preliminary plans and specifications for the improvements and have inspected such improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The minimum market value which shall be assessed for ad valorem tax purposes for the Property described in Exhibit A, together with the Minimum Improvements constructed thereon, shall be $5,397,500 as of January 2, 2020, and shall be $21,590,000 as of January 2, 2021 and each January 2 thereafter, regardless of the status of construction on such dates, until termination of this Agreement under Section 2 hereof. 2. The minimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of (a) the date of receipt by the Authority of the final payment from Ramsey County of Tax Increments from Tax Increment Financing District No. 22; or (b) termination of the Redevelopment Agreement pursuant to its terms. 3. This Agreement shall be promptly recorded by the Authority. The Redeveloper shall pay all costs of recording. 587706v5RS275-19 F-2 Attachment C 4. Neither the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifying the terms of the Redevelopment Agreement between the Authority and the Redeveloper. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Agreement. 7. In the event any provision of this Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or the Minimum Improvements or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement. 9. Except as provided in Section 8 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 10. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 587706v5RS275-19 F-3 Attachment C ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY By By STATE OF MINNESOTA COUNTY OF RAMSEY Its President Its Executive Director ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2019 by Dan Roe and Patrick Trudgeon, the President and Executive Director of the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public 587706v5RS275-19 F-4 Attachment C WALTON HOLDINGS, LLC By Its ______________________________ STATE OF MINNESOTA ) ) SS. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2019, by ___________________________, the _______________ of Walton Holdings, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 587706v5RS275-19 F-5 Attachment C CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the values assigned to the land and improvements are reasonable. Ramsey County Assessor STATE OF MINNESOTA COUNTY OF RAMSEY ) ) ss ) The foregoing instrument was acknowledged before me this ___ day of ____________________, 2019 by _____________________________________, the Ramsey County Assessor. Notary Public 587706v5RS275-19 F-6 Attachment C EXHIBIT A of ASSESSMENT AGREEMENT Legal Description of Property Lot 1, Block 1, FAIRVIEW AVENUE ADDITION, according to the recorded plat thereof, Ramsey County, Minnesota. 587706v5RS275-19 F-7 Attachment D Fourth draft, September 10, 2019 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY and 2720 FAIRVIEW MKT LLC Dated as of: _________, 2019 This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 (612) 337-9300 http://www.kennedy-graven.com 603378v4RS275-19 Attachment D TABLE OF CONTENTS Page PREAMBLE ...................................................................................................................................1 ARTICLE I Definitions Section 1.1. Definitions................................................................................................................2 ARTICLE II Representations and Warranties Section 2.1. Section 2.2. Representations by the Authority.............................................................................5 Representations and Warranties by the Redeveloper...............................................5 ARTICLE III Property Acquisition; Public Redevelopment Costs Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Status of Redevelopment Property...........................................................................7 Environmental Undertakings ...................................................................................7 Issuance of TIF Note ................................................................................................7 TIF Lookback...........................................................................................................8 No Business Subsidy..............................................................................................10 Payment of Authority Costs ...................................................................................11 ARTICLE IV Construction of Minimum Improvements Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5. Section 4.6. Construction of Improvements ..............................................................................12 Construction Plans .................................................................................................12 Commencement and Completion of Construction.................................................13 Certificate of Completion ......................................................................................13 Public Improvements .............................................................................................14 Records ..................................................................................................................14 ARTICLE V Insurance Section 5.1. Section 5.2. Insurance ................................................................................................................15 Subordination .........................................................................................................16 ARTICLE VI Tax Increment; Taxes Section 6.1. Section 6.2. Section 6.3. 603378v4RS275-19 Right to Collect Delinquent Taxes .........................................................................17 Review of Taxes ....................................................................................................17 Assessment Agreement ..........................................................................................17 i Attachment D ARTICLE VII Other Financing Section 7.1. Section 7.2. Section 7.3. Generally ................................................................................................................18 Authority’s Option to Cure Default on Mortgage..................................................18 Modification; Subordination ..................................................................................18 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Section 8.2. Section 8.3. Section 8.4. Representation as to Development.........................................................................20 Prohibition Against Redeveloper’s Transfer of Property and Assignment of Agreement .....................................................................................20 Release and Indemnification Covenants ................................................................21 Tax Deferred Exchange .........................................................................................22 ARTICLE IX Events of Default Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Events of Default Defined .....................................................................................23 Remedies on Default ..............................................................................................23 No Remedy Exclusive............................................................................................24 No Additional Waiver Implied by One Waiver ....................................................24 Attorney Fees .........................................................................................................24 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable .............................25 Section 10.2. Equal Employment Opportunity ............................................................................25 Section 10.3. Restrictions on Use ................................................................................................25 Section 10.4. Provisions Not Merged With Deed ........................................................................25 Section 10.5. Titles of Articles and Sections ...............................................................................25 Section 10.6. Notices and Demands ............................................................................................25 Section 10.7. Counterparts ...........................................................................................................26 Section 10.8. Recording ...............................................................................................................26 Section 10.9. Amendment ............................................................................................................26 Section 10.10. Authority Approvals ..............................................................................................26 TESTIMONIUM ...........................................................................................................................26 SIGNATURES ..............................................................................................................................26 SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E 603378v4RS275-19 Redevelopment Property Form of Authorizing Resolution Public Redevelopment Costs Certificate of Completion Assessment Agreement ii Attachment D CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made as of the __ day of _____________________, 2019, by and between the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota (the “Authority”), and 2720 Fairview MKT LLC, a Minnesota limited liability company (the “Redeveloper”). WITNESSETH: WHEREAS, the City of Roseville (the “City”) has undertaken a program to promote the development and redevelopment of land which is underutilized within the City, and in this connection created its Development District No. 1 (hereinafter referred to as the “Project”), the geographic boundaries of which are coterminous with those of the City, pursuant to Minnesota Statutes, Sections 469.124 to 469.134; and WHEREAS, the City has created the Authority and authorized the Authority to transact business and exercise its powers by an enabling resolution of the City Council, pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (the “Act”); and WHEREAS, the City has transferred the control and administration of the Project and all current and future tax increment financing districts within the Project to the Authority, and the Authority has accepted such transfer; and WHEREAS, pursuant to the Act and to Minnesota Statutes, Sections 469.001 to 469.047 (the “HRA Act”), the Authority is authorized to undertake certain activities to prepare real property for development and redevelopment by private enterprise; and WHEREAS, the Redeveloper has acquired certain property (the “Redevelopment Property”) within the Project to redevelop as an approximately 40,000 square-foot office building (the “Minimum Improvements”), as further described herein; and WHEREAS, the Authority has established Tax Increment Financing District No. 22 (the “TIF District”) pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”), consisting, in part, of the Redevelopment Property located within the Project; and WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property pursuant to and in general fulfillment of this Agreement is in the vital and best interests of the City, will promote the health, safety, morals, and welfare of its residents, and will be in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 603378v4RS275-19 1 Attachment D ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: “Act” means Minnesota Statutes Sections 469.090 to 469.1081, as amended. “Affiliate” means with respect to any entity (a) any corporation, partnership, limited liability company or other business entity or person controlling, controlled by or under common control with the entity, or for which the controlling interest is commonly owned, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving all or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words “controlling”, “controlled by” and “under common control with” shall mean, with respect to any corporation, partnership, limited liability company or other business entity, the ownership of fifty percent or more of the voting interests in such entity or possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether through ownership of voting securities or by contract or otherwise. “Agreement” means this Agreement, as the same may be from time to time modified, amended, or supplemented. “Authority” means the Roseville Economic Development Authority. “Authority Representative” means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. “Authorizing Resolution” means the resolution of the Authority authorizing issuance of the TIF Note, in substantially the form attached to this Agreement as Schedule B. “Available Tax Increment” has the meaning provided in the Authorizing Resolution. “Business Day” means any day except a Saturday, Sunday, legal holiday, a day on which the City is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close. “Business Subsidy Act” means Minnesota Statutes, Sections 116J.993 to 116J.995, as amended. “City” means the City of Roseville, Minnesota. “Certificate of Completion” means the certification provided to the Redeveloper pursuant to Section 4.4 of this Agreement. 603378v4RS275-19 2 Attachment D “Construction Plans” means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following: (1) site plan; (2) floor plan; (3) cross sections of each (length and width); (4) elevations (all sides); (5) landscape plan; and (6) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. “County” means the County of Ramsey, Minnesota. “Development Agreement” means the Public Improvement Contract between the City and the Redeveloper, to be executed in connection with certain public infrastructure on the Redevelopment Property, which Development Agreement is incorporated herein by reference. “Development Program” means the Development Program for the Project, as amended. “Event of Default” means an action by the Redeveloper listed in Article IX of this Agreement. “Holder” means the owner of a Mortgage. “HRA Act” means Minnesota Statutes, Sections 469.001 to 469.047, as amended. “Minimum Improvements” means the construction on the Redevelopment Property of a two-story, approximately 40,000 square-foot office building, and associated parking. “Mortgage” means any mortgage made by the Redeveloper that is secured, in whole or in part, with the Redevelopment Property and that is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. “Project” means the Authority’s Development District No. 1. “Public Redevelopment Costs” has the meaning provided in Section 3.4(a) hereof. “Redeveloper” means 2720 Fairview MKT LLC, a Minnesota limited liability company, or its permitted successors and assigns. “Redevelopment Property” means the real property described in Schedule A of this Agreement. Upon replatting of the Redevelopment Property, the platted legal description will control. “State” means the state of Minnesota. 603378v4RS275-19 3 Attachment D “Tax Increment” means that portion of the real property taxes that is paid with respect to the Redevelopment Property and that is remitted to the Authority as tax increment pursuant to the Tax Increment Act. “Tax Increment Act” or “TIF Act” means the Tax Increment Financing Act, Minnesota Statutes Sections 469.174 to 469.1794, as amended. “Termination Date” means the earlier of (a) date of the Authority’s last receipt of Tax Increment from the TIF District in accordance with Section 469.176, subd. 1b(3) of the TIF Act; or (b) the date the TIF Note has been paid in full, defeased, or terminated in accordance with the terms of the resolution set forth in Schedule B. “TIF District” means Tax Increment Financing District No. 22, created by the City and Authority on August 12, 2019. “TIF Note” has the meaning provided in Section 3.4 hereof. “Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for the TIF District approved by the City Council on August 12, 2019, and as it may be amended. “Tax Official” means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. “Transfer” has the meaning set forth in Section 8.2(a) hereof. “Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority or City in exercising their rights under this Agreement), including without limitation condemnation or threat of condemnation of any portion of the Redevelopment Property, which directly result in delays. Unavoidable Delays shall not include delays experienced by the Redeveloper in obtaining permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement, so long as the Construction Plans have been approved in accordance with Section 4.2 hereof. [The remainder of this page is intentionally blank.] 603378v4RS275-19 4 Attachment D ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act and the HRA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority will use its best efforts to facilitate redevelopment of the Minimum Improvements, including but not limited to cooperating with the Redeveloper in obtaining necessary administrative and land use approvals and financing pursuant to Section 7.1 hereof. (c) The activities of the Authority are undertaken pursuant to the TIF Act for the purpose of fostering the development and redevelopment of certain real property that is occupied by a substandard and obsolete building, which will provide employment opportunities, revitalize this portion of the Project, and increase the tax base. (d) The Minimum Improvements are allowed uses under the zoning ordinances of the City and are consistent with the Development Program. (e) Agreement. The Authority will issue the TIF Note, subject to all the terms and conditions of this Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company, duly established and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its articles of organization or bylaws, is duly qualified as a domestic limited liability company and authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery, and performance of this Agreement by proper action of its members. (b) The Redeveloper will construct the Minimum Improvements in accordance with the terms of this Agreement, the Development Program, and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code, labor, and public health laws and regulations). (c) The Redeveloper will use reasonable efforts to secure all permits, licenses and approvals necessary for construction of the Minimum Improvements. (d) The Redeveloper has received no written notice or other written communication from any local, state or federal official that the activities of the Redeveloper or the Authority on 603378v4RS275-19 5 Attachment D the Redevelopment Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) The proposed construction of the Minimum Improvements by the Redeveloper hereunder would not occur but for the assistance being provided by the Authority hereunder. [The remainder of this page is intentionally left blank.] 603378v4RS275-19 6 Attachment D ARTICLE III Property Acquisition; Acquisition Costs Section 3.1. Status of Redevelopment Property. The Redevelopment Property consists of the parcel legally described in Schedule A hereof. In order to secure timely access to the Redevelopment Property and in reliance on execution of this Agreement, the Redeveloper acquired fee title to the Redevelopment Property prior to the date of this Agreement. The Redeveloper acknowledges that the Authority has no obligation to acquire any part of the Redevelopment Property. Section 3.2. Environmental Undertakings. (a) The Redeveloper has submitted a response action plan to the MPCA, providing for remediation of hazardous wastes and contaminants on the Redevelopment Property (the “RAP”). Upon approval of the RAP by the MPCA, Redeveloper shall promptly undertake remediation and any other actions required under the RAP. (b) The Redeveloper acknowledges that the Authority makes no representations or warranties as to soil and environmental condition on the Redevelopment Property or the fitness of the Redevelopment Property for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority for any contamination of the Redevelopment Property or poor soil conditions nor imposes any obligation on the Authority to participate in any cleanup of the Redevelopment Property and/or correction of any soil problems (other than the financing described in this agreement). (c) Without limiting its obligations under Section 8.3 of this Agreement the Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Redevelopment Property unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the indemnitees. Nothing in this section will be construed to limit or affect any limitations on liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02. Section 3.3. Issuance of TIF Note. (a) Public Redevelopment Costs. In order to make construction of the Minimum Improvements financially feasible, the Authority will reimburse the Redeveloper for a portion of the costs of demolition, soil remediation/debris correction, and storm water management incurred by the Redeveloper on the Redevelopment Property (the “Public Redevelopment Costs”), through issuance of the TIF Note in accordance with this Section. 603378v4RS275-19 7 Attachment D (b) Terms. The Authority shall issue and the Redeveloper shall purchase the TIF Note in the maximum principal amount of $650,000. The TIF Note will be issued as reimbursement of Public Redevelopment Costs, and secured solely from Available Tax Increment. The terms of the TIF Note, including interest rate, maturity and payment dates, will be substantially those set forth in the form of the TIF Note shown in Schedule B, and the TIF Note will be subject to all terms of the Authorizing Resolution, which is incorporated herein by reference. The Authority shall issue and deliver the TIF Note upon Redeveloper having: (i) delivered to the Authority written evidence satisfactory to the Authority that Redeveloper has incurred Public Redevelopment Costs in an amount least equal to the principal amount of the TIF Note, which evidence must include copies of the paid invoices or other comparable evidence for costs of allowable Public Redevelopment Costs; (ii) submitted and obtained Authority approval of financing in accordance with Section 7.1; and (iii) delivered to the Authority an investment letter in a form reasonably satisfactory to the Authority. (c) Termination of right to TIF Note. All conditions for delivery of the TIF Note must be met by no later than the date which is less than five (5) years after the date of certification of the TIF District by the County and complies with the so-called five-year rule under Section 469.1763, subd. 3(c) of the TIF Act. If the conditions for delivery of the TIF Note are not satisfied by the date described in this paragraph, the Authority has no further obligations under this Section 3.4. (d) Assignment of TIF Note. The Authority acknowledges that the Redeveloper may assign the TIF Note to a third party. The Authority consents to such an assignment, conditioned upon receipt of an investment letter from such third party in a form reasonably acceptable to the Authority. (e) Qualifications. The Redeveloper understands and acknowledges that all Public Redevelopment Costs must first be paid by the Redeveloper and will be reimbursed from Available Tax Increment pursuant to the terms of the TIF Note. The Authority makes no representations or warranties regarding the amount of Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal of the TIF Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. Public Redevelopment Costs exceeding the principal amount of the TIF Note are the sole responsibility of Redeveloper, subject to Section 3.5 of this Agreement. Section 3.4. TIF Lookback. (a) Generally. The financial assistance to the Redeveloper under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing 603378v4RS275-19 8 Attachment D the Minimum Improvements. The Authority and the Redeveloper agree that those assumptions will be reviewed at the times described in this Section, and that the amount of Tax Increment assistance provided under Section 3.3 will be adjusted accordingly. (b) Definitions. following meanings: For the purposes of this Section, the following terms have the “Calculation Date” means 60 days after the earliest of (i) the date of Stabilization of the Minimum Improvements; (ii) the date of any Transfer of the Minimum Improvements (provided that the Redeveloper and the Authority agree that the Calculation Date will occur prior to the actual Transfer); or (iii) three years after the date of completion of the Minimum Improvements, as evidenced by the Authority’s issuance of a Certificate of Completion. “Cash Flow” means Net Operating Income less debt service with respect to the first mortgage loan. “Cash on Cost Return” means Net Operating Income divided by the total development costs, which excludes any grants or City, Authority, Federal or State funds received by the Redeveloper. “Net Operating Income” means total annual income and other project-derived annual revenue, including payments under the Note (but excluding proceeds, or the financial effect of the proceeds, from a sale or refinancing), less Operating Expenses in accordance with the Pro Forma for the Minimum Improvements. “Operating Expenses” means reasonable and customary expenses incurred in operating the Minimum Improvements in accordance with the Pro Forma, including deposits to capital replacement reserves. “Stabilization” is defined as the date on which the Minimum Improvements have achieved 90% lease-up. (c) Lookback Calculations. (i) At the time of completion of construction of the Minimum Improvements, if the amount of the Public Redevelopment Costs actually incurred is less than the amount of Estimated Public Redevelopment Costs projected in Schedule C, the financial assistance for the Public Redevelopment Costs will be reduced on a dollar for dollar basis in the amount of such deficiency and the principal amount of the Note will be adjusted accordingly. (ii) On the Calculation Date, the amount of the Note provided pursuant to this Agreement will be subject to adjustment based on a targeted annual Cash-On-Cost Return in excess of 7%. By the Calculation Date, the Redeveloper must deliver to the Authority’s Consultant evidence of its Cash-On-Cost Return. The Cash-On-Cost Return shall be calculated by the Authority’s Consultant based on the Redeveloper’s financial statement, prepared pursuant to generally accepted industry standards and submitted to 603378v4RS275-19 9 Attachment D the Authority’s Consultant (to be calculated in the same manner as the sample attached as Schedule C-2). If the Minimum Improvements have not reached Stabilization as of the Calculation Date, the calculation shall assume Stabilization has occurred. If the actual Cash-On-Cost Return exceeds 7%, then the principal amount of the Note issued to the Redeveloper will be reduced by 50% of the amount that results in a CashOn-Cost Return equal to 7% over the term of the Note, and the Redeveloper shall deliver the Note to the Authority in exchange for a new Note in the adjusted principal amount upon the Authority’s written request. (d) Property Sale or Refinance. If the Redeveloper sells the Minimum Improvements to an unrelated third party or refinances the Minimum Improvements (provided, however, the placement of permanent debt on the Minimum Improvements will not constitute a refinancing giving rise to the review as described in this Section) during the first six (6) years after issuance of a Certificate of Completion for the Minimum Improvements, the Redeveloper agrees to provide to the Consultant reasonable background documentation of actual project costs, project sources, and financing terms to construct the Minimum Improvements as well as the actual income and operating expenses for the period from the date of this Agreement through the date of such anticipated sale or refinance (provided that the Redeveloper and the Authority agree that the Calculation Date will occur prior to the actual sale or refinancing). Based on such review, if the Consultant determines that the Minimum Improvements exceed an actual annual 7% CashOn-Cost Return (to be calculated in the same manner as the sample attached as Schedule C-2), then 50% of the amount that exceeds the annual 7% Cash-On-Cost Return will be applied to reduce the principal amount payable under the Note. Such reduction will be effective upon written notice by the Authority to Redeveloper, stating the amount of such excess profit as determined by the Authority in accordance with this Section, accompanied by the Consultant's report. Section 3.5. No Business Subsidy. The Redeveloper warrants and represents that the Redeveloper’s investment in the purchase of the Redevelopment Property and in site preparation equals at least 70% of the County assessor’s finalized market value of the Redevelopment Property for the 2019 assessment year (the most recent year for which finalized values are available), calculated as follows: Aggregate cost of acquisition of Redevelopment Property……...…..$1,330,000 Plus Estimated cost of site preparation...................……………………$450,000 Less site preparation costs reimbursed by the Authority….. ………... ($650,000) Equals net land and site preparation cost...................………………..$1,130,000 Assessor’s finalized market value of Redevelopment Property (2019)...................………………………...$820,950 603378v4RS275-19 10 Attachment D $1,130,000 (net acquisition and site preparation cost) is 137.65% of $820,950 (assessor’s finalized fair market value of the Redevelopment Property for 2019). Accordingly, the parties agree and understand that the financial assistance described in this Agreement does not constitute a business subsidy within the meaning of the Business Subsidy Act. The Redeveloper releases and waives any claim against the Authority and its governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority failed to comply with the Business Subsidy Act with respect to this Agreement. Section 3.6. Payment of Authority Costs. The Redeveloper agrees that it will pay, within thirty (30) days after written notice from the Authority, the reasonable costs of consultants and attorneys retained by the Authority in connection with the creation of the TIF District and the negotiation in preparation of this Agreement and other incidental agreements and documents related to the development contemplated hereunder (the “Authority Costs”). The Authority will provide written reports describing the costs accrued under this Section upon request from the Redeveloper, but not more often than intervals of forty-five (45) days. Notwithstanding the foregoing, any Authority Costs incurred by the Authority after the receipt by the Authority of the first payment of Tax Increment by the County will be paid by the Authority, and the Redeveloper will have no obligation to pay any Authority Costs incurred after such date. The sum of $11,250, which was deposited by the Redeveloper upon filling its application for tax increment financing with the Authority, will be credited to the Redeveloper’s obligation under this Section. Upon termination of this Agreement in accordance with its terms, the Redeveloper remains obligated under this section for costs incurred through the date of first receipt by the Authority of Tax Increment. [The remainder of this page is intentionally left blank.] 603378v4RS275-19 11 Attachment D ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Improvements. The Redeveloper agrees that it will construct or cause construction of the Minimum Improvements on the Redevelopment Property in accordance with the approved Construction Plans and that it will, during any period while the Redeveloper retains ownership of any portion of the Minimum Improvements, operate and maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. (a) Before commencing construction of the Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the Development Program and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing if (i) the Construction Plans conform to all terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Development Program; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Redeveloper certifies that Redeveloper reasonably anticipates that the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper for construction of the Minimum Improvements; and (vi) no Event of Default has occurred and remains outstanding. No approval by the Authority shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefor based upon the criteria set forth in (i) through (vi) above, and shall be made within twenty (20) days after the date of receipt of final plans from the Redeveloper. If the Authority fails to reject any Construction Plans submitted to the Authority within said twenty (20) day period, the Authority shall be deemed to have approved such plans. If the Authority rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within twenty (20) days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority’s approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the approved Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority’s satisfaction with the provisions of this Agreement relating thereto. 603378v4RS275-19 12 Attachment D The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction Plans requested by the Authority. Neither the Authority nor any employee or official of the Authority shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (b) If the Redeveloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. For the purpose of this section, the term “material” means changes that increase or decrease construction costs by 10% or more. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The Authority’s approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Commencement and Completion of Construction. The Redeveloper shall commence construction of the Minimum Improvements by October 31, 2019. Subject to Unavoidable Delays, the Redeveloper shall complete the construction of the Minimum Improvements by December 31, 2020. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority. For purposes of this Agreement, construction shall be deemed to commence upon the commencement of environmental remediation activities necessary to carry out the construction of the Minimum Improvements. The Redeveloper agrees for itself, its successors, and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. After the date of this Agreement and until the Minimum Improvements have been fully constructed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, but no more than monthly, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a) Within 15 days after completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to 603378v4RS275-19 13 Attachment D construct the Minimum Improvements (including the dates for beginning and completion thereof), the Authority Representative shall deliver to the Redeveloper a Certificate of Completion in substantially the form shown as Schedule D, in recordable form and executed by the Authority. (b) If the Authority Representative shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority Representative shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order for the Authority to issue the Certificate of Completion. Issuance of the Certificate of Completion shall not be unreasonably withheld. (c) The construction of the Minimum Improvements shall be deemed to be complete upon (i) issuance of a final certificate of occupancy for the Minimum Improvements, (ii) upon determination by the Authority Representative that all related site improvements on the Redevelopment Property have been substantially completed in accordance with approved Construction Plans, and (iii) upon certification by the Redeveloper to the Authority that all costs related to the Minimum Improvements and the development of the Redevelopment Property, including without limitation payments to all contractors, subcontractors, and project laborers, have been paid prior to the date of the Redeveloper’s request for the Certificate of Completion. Section 4.5. Public Improvements. (a) In connection with Redeveloper’s construction of the Minimum Improvements, the Redeveloper shall construct certain public improvements, including without limitation the construction of sidewalks and related infrastructure, in conformity with the terms and specifications provided in the Development Agreement. (b) The City intends to construct a recreational trail over a portion of the Redevelopment Property in conjunction with a watershed management project (the “Trail Improvements”). The Redeveloper agrees and acknowledges that the Trail Improvements will benefit the Minimum Improvements and Redevelopment Property, and agrees to pay a pro rata portion of the cost of the Trail Improvements in an amount not to exceed $100,000 (the “Redeveloper Contribution”), which amount shall be payable to the Authority at the time Redeveloper pulls its construction permit for the Minimum Improvements. Upon a final accounting, if the Redeveloper’s actual pro rata share of the costs of the Trail Improvements is less than the Redeveloper Contribution, the Authority shall refund to the Redeveloper any excess Redeveloper Contribution over such actual pro rata share. Section 4.6. Records. The Authority, through any authorized representatives, shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all books and records of Redeveloper relating to the Minimum Improvements. Such records shall be kept and maintained by Redeveloper through the Termination Date. 603378v4RS275-19 14 Attachment D ARTICLE V Insurance Section 5.1. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder’s risk insurance, written on the so-called “Builder’s Risk -Completed Value Basis,” in an amount equal to 100% of the principal amount of the TIF Note, and with coverage available in nonreporting form on the so-called “all risk” form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) together with an Owner’s Protective Liability Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used). The Authority shall be listed as an additional insured on the policy; and (iii) Workers’ compensation insurance, with statutory coverage, provided that the Redeveloper may be self-insured with respect to all or any part of its liability for workers’ compensation. (b) Upon completion of construction of the Minimum Improvements and prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the City and Authority as additional insureds. (iii) Such other insurance, including workers’ compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; 603378v4RS275-19 15 Attachment D provided that the Redeveloper may be self-insured with respect to all or any part of its liability for workers’ compensation. (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that the insurance required herein is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel the policy without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $250,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper. (e) In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this Section, the Redeveloper shall have the option of: (i) paying to the Authority an amount that, in the opinion of the Authority and its fiscal consultant, is sufficient to pay or redeem the outstanding principal of the TIF Note, or (ii) so long as the Redeveloper is the owner of the TIF Note, waiving its right to receive subsequent payments under the TIF Note. (f) The Redeveloper and the Authority agree that all of the insurance provisions set forth in this Article V shall terminate upon the termination of this Agreement. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article VII of this Agreement. 603378v4RS275-19 16 Attachment D ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the development through reimbursement of Public Redevelopment Costs. The Redeveloper understands that the Tax Increments pledged to payment on the TIF Note are derived from real estate taxes on the Redevelopment Property, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the Termination Date, it will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement, except as provided in Section 5.1(e). The Redeveloper also agrees that it will not, prior to the Termination Date, seek exemption from property tax for the Redevelopment Property or any portion thereof or transfer or permit the transfer of the Redevelopment Property to any entity that is exempt from real property taxes and state law (other than any portion thereof dedicated or conveyed to the City in accordance with platting of the Redevelopment Property), or apply for a deferral of property tax on the Redevelopment Property pursuant to any law. Section 6.3. Assessment Agreement. (a) Upon execution of this Agreement, the Redeveloper shall, with the Authority, execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying an assessor's minimum market value (“Market Value”) for the Redevelopment Property and Minimum Improvements constructed thereon. The amount of the minimum Market Value shall be $3,500,000 as of January 2, 2020, notwithstanding the status of construction by such date, and shall be $7,000,000 as of January 2, 2021 and each January 2 thereafter, through the Termination Date of this Agreement. (b) The Assessment Agreement shall be substantially in the form attached hereto as Schedule E. Nothing in the Assessment Agreement shall limit the discretion of the County assessor to assign a Market Value to the Redevelopment Property and Minimum Improvements in excess of such assessor's minimum Market Value. The Assessment Agreement shall remain in force for the period specified in the Assessment Agreement. 603378v4RS275-19 17 Attachment D (c) Nothing in this Agreement or in the Assessment Agreement shall limit the right of the Redeveloper, or its successors and assigns, to bring a tax petition challenging a Market Value determination that exceeds the established minimum Market Value for the Redevelopment Property or the Minimum Improvements; provided that if the Redeveloper brings such a challenge, the Redeveloper must inform the Authority of such tax petition in writing. During the pendency of such challenge, the Authority will pay principal of and interest on the TIF Note only to the extent of the Available Tax Increment attributable to the minimum Market Value of the Redevelopment Property and the Minimum Improvements; provided that if the Redeveloper fails to notify the Authority of the tax petition, the Authority shall have the right to withhold all payments of principal and interest on the TIF Note until the Redeveloper’s challenge is resolved. Upon resolution of Redeveloper’s tax petition, any Available Tax Increment deferred and withheld under this Section shall be paid, without interest thereon, to the extent payable under the assessor’s final determination of Market Value. [The remainder of this page is intentionally blank.] 603378v4RS275-19 18 Attachment D ARTICLE VII Other Financing Section 7.1. Generally. Before issuance of the Note, the Redeveloper shall submit to the Authority or provide access thereto for review by Authority staff, consultants and agents, evidence reasonably satisfactory to the Authority that Redeveloper has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources sufficient for paying the cost of the developing the Minimum Improvements, provided that any lender or grantor commitments shall be subject only to such conditions as are normal and customary in the commercial lending industry. Section 7.2. Authority’s Option to Cure Default on Mortgage. In the event that any portion of the Redeveloper’s funds is provided through mortgage financing, and there occurs a default under any Mortgage reviewed by the Authority pursuant to Article VII of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. Section 7.3. Modification; Subordination. The Authority agrees to subordinate its rights under this Agreement to the Holder of any Mortgage securing construction or permanent financing, in accordance with the terms of a subordination agreement in a form reasonably acceptable to the Authority and approved by the Authority by formal action. [The remainder of this page is intentionally blank.] 603378v4RS275-19 19 Attachment D ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Development. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of development of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper’s Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that during the term of this Agreement: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to undertaking the development contemplated under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, to any person or entity whether or not related in any way to the Redeveloper (collectively, a “Transfer”), without the prior written approval of the Authority (whose approval will not be unreasonably withheld, subject to the standards described in paragraph (b) of this Section) unless the Redeveloper remains liable and bound by this Redevelopment Agreement in which event the Authority’s approval is not required. Any such Transfer shall be subject to the provisions of this Agreement. For the purposes of this Agreement, the term Transfer does not include (i) acquisition of a controlling interest in Redeveloper by another person or entity or merger of Redeveloper with another entity; or (ii) any sale, conveyance, or transfer in any form to any Affiliate. (b) In the event the Redeveloper, upon Transfer of the Redevelopment Property or any portion thereof prior to issuance of the Certificate of Completion, seeks to be released from its obligations under this Redevelopment Agreement as to the portions of the Redevelopment Property that are transferred, the Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Ramsey County, Minnesota, 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 Redeveloper under 603378v4RS275-19 20 Attachment D this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing conditions are satisfied then the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed. Section 8.3. Release and Indemnification Covenants. (a) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties as hereinafter defined, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper releases from and covenants and agrees that the Authority, the City, and the governing body members, officers, agents, servants, and employees thereof (the “Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Redevelopment Property or the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper 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 603378v4RS275-19 21 Attachment D whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance, and operation of the Redevelopment Property. (c) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants, or employees or any other person who may be about the Redevelopment Property or Minimum Improvements. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of such entity and not of any governing body member, officer, agent, servant, or employee of such entities in the individual capacity thereof. Section 8.4. Tax Deferred Exchange. Notwithstanding Section 8.2 hereof, if the Redeveloper desires to purchase the Redevelopment Property in connection with a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), Redeveloper shall have the right to temporarily assign its rights under this Agreement to a “qualified exchange intermediary” (a “1031 Agent”) within the meaning of Section 1031 of the Code. During any period when this Agreement is temporarily assigned to a 1031 Agent, the Redeveloper shall remain fully responsible and liable for its obligations under this Agreement. It is expressly understood by the parties that the Authority assumes no liability or responsibility in connection with the Redeveloper’s tax-deferred exchange and the Redeveloper shall hold the Authority harmless from any claims, actions or liabilities that may result from the agreements, transactions or assignments necessary to complete said tax deferred exchange. [The remainder of this page is intentionally blank.] 603378v4RS275-19 22 Attachment D ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement, any one or more of the following events, after the non-defaulting party provides thirty (30) days written notice to the defaulting party of the event, but only if the event has not been cured within said thirty (30) days or, if the event is by its nature incurable within thirty (30) days, the defaulting party does not, within such thirty-day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement, unless such failure to perform is the result of an Unavoidable Delay; or any certification, representation, or warranty by the Redeveloper to the City or the Authority that is substantiated by evidence to be untrue or misrepresented. (b) If, before issuance of the Certificate of Completion for all the Minimum Improvements, the Redeveloper shall (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law, which action is not dismissed within sixty (60) days after filing; or or (ii) make an assignment for benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; (iv) be adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may: (a) Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under the Agreement. (b) Upon a default by the Redeveloper under this Agreement, the Authority may terminate the Note and this Agreement. (c) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to 603378v4RS275-19 23 Attachment D enforce performance and observance of any obligation, agreement, or covenant under this Agreement, provided that nothing contained herein shall give the Authority the right to seek specific performance by Redeveloper of the construction of the Minimum Improvements. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. To entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.5. Attorney Fees. Whenever any Event of Default occurs and if the nondefaulting party employs attorneys or incurs other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the part of the defaulting party under this Agreement, the defaulting party shall, within ten (10) days of written demand by the non-defaulting party, pay to the non-defaulting party the reasonable fees of such attorneys and such other expenses so incurred by the nondefaulting party. [The remainder of this page is intentionally blank.] 603378v4RS275-19 24 Attachment D ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement that affects his personal interests or the interests of any corporation, partnership, or association in which he, directly or indirectly, is interested. No member, official, or employee of the City or Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or for any amount that may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state, and local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to the operation of the Minimum Improvements as defined in Section 1.1 hereof, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the following addresses (or to such other addresses as either party may notify the other): 603378v4RS275-19 25 Attachment D To Redeveloper: 2720 Fairview MKT LLC 2351 Manuela Drive Chaska, Minnesota 55318 To Authority: Roseville Economic Development Authority Attn: Executive Director 2660 Civic Center Drive Roseville, Minnesota 55113 Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto with the Ramsey County recorder. The Redeveloper shall pay all costs for recording. The Redeveloper’s obligations under this Agreement are covenants running with the land for the term of this Agreement, enforceable by the Authority against the Redeveloper, its successor and assigns, and every successor in interest to the Redevelopment Property, or any part thereof or any interest therein. Section 10.9 Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Redeveloper. Section 10.10. Authority Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative, except that final approval of issuance of the TIF Note shall be made by the Authority’s board of commissioners. [The remainder of this page is intentionally left blank.] 603378v4RS275-19 26 Attachment D IN WITNESS WHEREOF, the Authority and Redeveloper have caused this Agreement to be duly executed by their duly authorized representatives as of the date first above written. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY By By STATE OF MINNESOTA COUNTY OF RAMSEY Its President Its Executive Director ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2019 by Dan Roe and Patrick Trudgeon, the President and Executive Director of the Roseville Economic Development Authority, on behalf of the Authority. Notary Public 603378v4RS275-19 27 Attachment D 2720 FAIRVIEW MKT LLC By Its _______________________ STATE OF MINNESOTA COUNTY OF RAMSEY ) ) SS. ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2019, by _____________________, the ___________________ of 2720 Fairview MKT LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 603378v4RS275-19 28 Attachment D SCHEDULE A REDEVELOPMENT PROPERTY Lot 2, Block 1, FAIRVIEW AVENUE ADDITION, according to the recorded plat thereof, Ramsey County, Minnesota. 603378v4RS275-19 A-1 Attachment D SCHEDULE B AUTHORIZING RESOLUTION ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. __________ RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE TO 2720 FAIRVIEW MKT LLC BE IT RESOLVED BY the Board of Commissioners (“Board”) of the Roseville Economic Development Authority (the “Authority”) as follows: Section 1. Background; Authorization; Award of Sale. 1.01. Background; Authorization. (a) The Authority and the City of Roseville (“City”) have heretofore approved the establishment of Tax Increment Financing District No. 22 (the “TIF District”) within Development District No. 1 (“Project”), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. (b) Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the TIF District. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note (Fairview Commercial Project) (the “Note”) for the purpose of financing certain public redevelopment costs of the Project, pursuant to the terms of this Resolution. 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. (a) The Authority hereby approves the Contract for Private Redevelopment between the Authority and 2720 Fairview MKT LLC (the “Agreement”), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. 603378v4RS275-19 B-1 Attachment D (c) The Note shall be issued in the maximum principal amount of $650,000 to 2720 Fairview MKT LLC (the "Owner"), in consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the rate that is the lesser of 5.0% or the Owner’s actual mortgage financing rate. The Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.4 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the form attached hereto as Exhibit A, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 603378v4RS275-19 B-2 Attachment D (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, as defined in, and subject to the terms described in, the 603378v4RS275-19 B-3 Attachment D Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Exhibit A of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal or interest thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no obligations secured by Available Tax Increment unless such pledge is on a subordinate basis to the pledge to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Agreement. Effective Date. This resolution shall be effective upon full execution of the Adopted this _________ day of __________________, 2019. President ATTEST: Secretary 603378v4RS275-19 B-4 Attachment D Exhibit A to Authorizing Resolution FORM OF NOTE UNITED STATE OF AMERICA STATES OF MINNESOTA COUNTY OF RAMSEY ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $___________________ TAX INCREMENT REVENUE NOTE SERIES 20__ (FAIRVIEW COMMERCIAL PROJECT) Date of Original Issue Rate ___% The Roseville Economic Development Authority (“Authority”) for value received, certifies that it is indebted and hereby promises to pay to 2720 Fairview MKT LLC or registered assigns (the "Owner"), the principal sum of $___________________________ and to pay interest thereon at the rate of ____% per annum, solely from the sources and to the extent set forth herein. Unless the context clearly requires otherwise, capitalized terms in this Note have the meaning provided in the Contract for Private Redevelopment between the Authority and Owner dated as of _____________, 2019 (the “Agreement”). 1. Payments. Principal and interest (“Payments”) shall be paid on August 1, 2021 and each February 1 and August 1 thereafter to and including February 1, 2032 (“Payment Dates”) in the amounts set forth herein, payable solely from and to the extent of the sources set forth in Section 3 hereof. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days consisting of twelve months of thirty days, and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of “Available Tax Increment,” which shall mean 90 percent of the total Tax Increment attributable to the Minimum Improvements and Redevelopment Property 603378v4RS275-19 B-5 Attachment D that has been paid to the Authority by Ramsey County in the six months prior to the subject Payment Date. (b) The Authority shall have no obligation to pay principal and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2032. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured within three hundred sixty-five (365) days following the Authority’s written notice to Owner of such default, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $_____________________ issued to aid in financing certain public redevelopment costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on __________________, 2019, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the 603378v4RS275-19 B-6 Attachment D payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Roseville Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY ______________________________________ Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Registration Registered Owner____ 2720 Fairview MKT LLC Federal Tax I.D. No. _____________________ 603378v4RS275-19 B-7 Signature of City Finance Director Attachment D SCHEDULE C Public Redevelopment Costs 603378v4RS275-19 C-1 Attachment D SCHEDULE C-2 603378v4RS275-19 C-1 Attachment D SCHEDULE D CERTIFICATE OF COMPLETION (See following page.) 603378v4RS275-19 D-1 Attachment D CERTIFICATE OF COMPLETION WHEREAS, the Roseville Economic Development Authority (the “Authority”) and 2720 Fairview MKT LLC (the “Redeveloper”) entered into a certain Contract for Private Redevelopment dated as of __________________, 2019 (the “Agreement”), filed of record as Document No. _____________________ on ___________________, 2019; and WHEREAS, the Agreement contains certain covenants and restrictions set forth in Articles III and IV thereof related to completing certain Minimum Improvements; and WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Authority to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all construction and other physical improvements related to the Minimum Improvements specified to be done and made by the Redeveloper have been completed and the agreements and covenants in Articles III and IV of the Agreement have been performed by the Redeveloper, and this Certificate is intended to be a conclusive determination of the satisfactory termination of the covenants and conditions of Articles III and IV of the Agreement related to completion of the Minimum Improvements, but any other covenants in the Agreement shall remain in full force and effect until the Termination Date (as such term is defined in the Agreement). Dated: ___________________________, 20__. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY By 603378v4RS275-19 D-2 Authority Representative Attachment D STATE OF MINNESOTA COUNTY OF RAMSEY ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of _____________, 20__ by ______________________________________, the ______________________________ of the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public This document drafted by: Kennedy & Graven, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Phone: 612-337-9300 603378v4RS275-19 D-3 Attachment D SCHEDULE E ______________________________________________________________________________ ASSESSMENT AGREEMENT and ASSESSOR’S CERTIFICATION By and Between ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY and 2720 FAIRVIEW MKT LLC This Document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 603378v4RS275-19 E-1 Attachment D ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the ____ day of _____________________________, 2019 by and between the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota (the “Authority”) and 2720 Fairview MKT LLC, a Minnesota limited liability company (the “Redeveloper”). WITNESSETH, that WHEREAS, on or before the date hereof the Authority and Redeveloper have entered into a Contract for Private Redevelopment dated ______________________, 2019 (the “Redevelopment Agreement”), pursuant to which the Authority is to facilitate the redevelopment of certain property in the Authority of Roseville hereinafter referred to as the “Property” and legally described in Exhibit A hereto; and WHEREAS, pursuant to the Redevelopment Agreement the Redeveloper is obligated to construct certain improvements (the “Minimum Improvements”) upon the Property; and WHEREAS, the Authority and Redeveloper desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and WHEREAS, the Authority and the Assessor of Ramsey County (the “Assessor”) have reviewed the preliminary plans and specifications for the improvements and have inspected such improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The minimum market value which shall be assessed for ad valorem tax purposes for the Property described in Exhibit A, together with the Minimum Improvements constructed thereon, shall be $3,500,000 as of January 2, 2020, notwithstanding the progress of construction by such date, and shall be $7,000,000 as of January 2, 2021 and each January 2 thereafter, until termination of this Agreement under Section 2 hereof. 2. The minimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of (a) the date of receipt by the Authority of the final payment from Ramsey County of Tax Increments from Tax Increment Financing District No. 22; or (b) termination of the Redevelopment Agreement pursuant to its terms. 3. This Agreement shall be promptly recorded by the Authority. The Redeveloper shall pay all costs of recording. 603378v4RS275-19 E-2 Attachment D 4. Neither the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifying the terms of the Redevelopment Agreement between the Authority and the Redeveloper. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Agreement. 7. In the event any provision of this Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or the Minimum Improvements or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement. 9. Except as provided in Section 8 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 10. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 603378v4RS275-19 E-3 Attachment D ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic and political subdivision of the State of Minnesota By By STATE OF MINNESOTA COUNTY OF RAMSEY Its President Its Executive Director ) ) SS. ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2019 by Dan Roe and Patrick Trudgeon, the President and Executive Director of the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the State of Minnesota, on behalf of the Authority. Notary Public 603378v4RS275-19 E-4 Attachment D 2720 FAIRVIEW MKT LLC, a Minnesota limited liability company By Its ______________________________ STATE OF MINNESOTA COUNTY OF __________ ) ) SS. ) The foregoing instrument was acknowledged before me this _________ day of ____________, 2019, by ___________________________, the _______________ of 2720 Fairview MKT LLC, a _______________________, on behalf of the company. Notary Public 603378v4RS275-19 E-5 Attachment D CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the values assigned to the land and improvements are reasonable. Ramsey County Assessor STATE OF MINNESOTA COUNTY OF RAMSEY ) ) ss ) The foregoing instrument was acknowledged before me this ___ day of ____________________, 2019 by _____________________________________, the Ramsey County Assessor. Notary Public 603378v4RS275-19 E-6 Attachment D EXHIBIT A of ASSESSMENT AGREEMENT Legal Description of Property Lot 2, Block 1, FAIRVIEW AVENUE ADDITION, according to the recorded plat thereof, Ramsey County, Minnesota. 603378v4RS275-19 E-7 Attachment E 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 EXTRACT OF MINUTES OF MEETING OF THE ROSEVILLE ECONOMIC AUTHORITY * * * * * * * * * * * * * * * * * Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners (the “Board”) of the Roseville Economic Development Authority (the “Authority”) was duly held on the 16th day of September, 2019, at 6:00 p.m. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION NO. __________ RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE TO WALTON HOLDINGS, LLC BE IT RESOLVED BY the Board of Commissioners (“Board”) of the Roseville Economic Development Authority (the “Authority”) as follows: Section 1. Background; Authorization; Award of Sale. 1.01. Background; Authorization. (a) The Authority and the City of Roseville (“City”) have heretofore approved the establishment of Tax Increment Financing District No. 22 (the “TIF District”) within Development District No. 1 (“Project”), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. (b) Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the TIF District. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note (Walton Multifamily Project) (the “Note”) for the purpose of financing certain public redevelopment costs of the Project, pursuant to the terms of this Resolution. 610976v1RS275-19 Attachment E 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. (a) The Authority hereby approves the Contract for Private Redevelopment between the Authority and Walton Holdings, LLC (the “Agreement”), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (c) The Note shall be issued in the maximum principal amount of $2,900,000 to Walton Holdings, LLC (the "Owner"), in consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the rate that is the lesser of 5.0% or the Owner’s actual mortgage financing rate. The Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.4 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the form attached hereto as Exhibit A, with the blanks to be properly filled in and the principal amount and interest rate adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. 610976v1RS275-19 Attachment E 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount, interest rate, and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient 610976v1RS275-19 Attachment E 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal and interest on the Note all Available Tax Increment, as defined in, and subject to the terms described in, the Note. Available Tax Increment shall be applied to payment of the principal and interest on the Note in accordance with the terms of the form of Note set forth in Exhibit A of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal or interest thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no obligations secured by Available Tax Increment unless such pledge is on a subordinate basis to the pledge to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Agreement. 176 177 610976v1RS275-19 Effective Date. This resolution shall be effective upon full execution of the Attachment E 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 EXHIBIT A FORM OF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $___________________ TAX INCREMENT REVENUE NOTE SERIES 20__ (WALTON MULTIFAMILY PROJECT) Rate ___% Date of Original Issue The Roseville Economic Development Authority (“Authority”) for value received, certifies that it is indebted and hereby promises to pay to Walton Holdings, LLC or registered assigns (the "Owner"), the principal sum of $___________________________ and to pay interest thereon at the rate of ____% per annum, but solely from the sources and to the extent set forth herein. Unless the context clearly requires otherwise, capitalized terms in this Note have the meaning provided in the Contract for Private Redevelopment between the Authority and Owner dated as of _____________, 2019 (the “Agreement”). 1. Payments. Principal and interest (“Payments”) shall be paid on August 1, 2021 and each February 1 and August 1 thereafter to and including February 1, 2036 (“Payment Dates”) in the amounts set forth herein, payable solely from and to the extent of the sources set forth in Section 3 hereof. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days consisting of twelve months of thirty days, and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of “Available Tax Increment,” which shall mean 95 percent of the total Tax Increment attributable to the Minimum Improvements and Redevelopment Property that has been paid to the Authority by Ramsey County in the six months prior to the subject Payment Date. 610976v1RS275-19 Attachment E 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 (b) The Authority shall have no obligation to pay principal and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2036. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured within three hundred sixty-five (365) days following the Authority’s written notice to Owner of such default, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $_____________________ issued to aid in financing certain public redevelopment costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on __________________, 2019, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interst on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to 610976v1RS275-19 Attachment E 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 314 such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Roseville Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY _____________________________________ Executive Director, Patrick Trudgeon President, Dan Roe REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Registration Registered Owner____ Walton Holdings, LLC Federal Tax I.D. No. _____________________ Certificate 610976v1RS275-19 Signature of City Finance Director Attachment E 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 I, the undersigned, being duly appointed Executive Director of the Roseville Economic Development Authority, Minnesota, hereby certify that I have carefully compared the attached and foregoing resolution with the original thereof on file in my office and further certify that the same is a full, true, and complete copy of a resolution which was duly adopted by the Board of Commissioners of said Authority at a duly called and regularly held meeting thereof on September 16, 2019. I further certify that Commissioner introduced said resolution and moved its adoption, which motion was duly seconded by Commissioner ___________ and that upon roll call vote being taken thereon, the following Commissioners voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 2019. Witness my hand as the Executive Director of the Authority this 16th day of September, Executive Director, Patrick Trudgeon Roseville Economic Development Authority 610976v1RS275-19 Attachment F 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 EXTRACT OF MINUTES OF MEETING OF THE ROSEVILLE ECONOMIC AUTHORITY * * * * * * * * * * * * * * * * * Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners (the “Board”) of the Roseville Economic Development Authority (the “Authority”) was duly held on the 16th day of September, 2019, at 6:00 p.m. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: RESOLUTION NO. __________ RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE TO 2720 FAIRVIEW MKT LLC BE IT RESOLVED BY the Board of Commissioners (“Board”) of the Roseville Economic Development Authority (the “Authority”) as follows: Section 1. Background; Authorization; Award of Sale. 1.01. Background; Authorization. (a) The Authority and the City of Roseville (“City”) have heretofore approved the establishment of Tax Increment Financing District No. 22 (the “TIF District”) within Development District No. 1 (“Project”), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. (b) Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the TIF District. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Tax Increment Revenue Note (Fairview Commercial Project) (the “Note”) for the purpose of financing certain public redevelopment costs of the Project, pursuant to the terms of this Resolution. 610977v1RS275-19 Attachment F 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. (a) The Authority hereby approves the Contract for Private Redevelopment between the Authority and 2720 Fairview MKT LLC (the “Agreement”), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (c) The Note shall be issued in the maximum principal amount of $650,000 to 2720 Fairview MKT LLC (the "Owner"), in consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the rate that is the lesser of 5.0% or the Owner’s actual mortgage financing rate. The Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.4 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the form attached hereto as Exhibit A, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. 610977v1RS275-19 Attachment F 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has 610977v1RS275-19 Attachment F 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, as defined in, and subject to the terms described in, the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Exhibit A of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal or interest thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no obligations secured by Available Tax Increment unless such pledge is on a subordinate basis to the pledge to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Agreement. 175 176 610977v1RS275-19 Effective Date. This resolution shall be effective upon full execution of the Attachment F 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 EXHIBIT A FORM OF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $___________________ TAX INCREMENT REVENUE NOTE SERIES 20__ (FAIRVIEW COMMERCIAL PROJECT) Rate ___% Date of Original Issue The Roseville Economic Development Authority (“Authority”) for value received, certifies that it is indebted and hereby promises to pay to 2720 Fairview MKT LLC or registered assigns (the "Owner"), the principal sum of $___________________________ and to pay interest thereon at the rate of ____% per annum, solely from the sources and to the extent set forth herein. Unless the context clearly requires otherwise, capitalized terms in this Note have the meaning provided in the Contract for Private Redevelopment between the Authority and Owner dated as of _____________, 2019 (the “Agreement”). 1. Payments. Principal and interest (“Payments”) shall be paid on August 1, 2021 and each February 1 and August 1 thereafter to and including February 1, 2032 (“Payment Dates”) in the amounts set forth herein, payable solely from and to the extent of the sources set forth in Section 3 hereof. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days consisting of twelve months of thirty days, and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of “Available Tax Increment,” which shall mean 90 percent of the total Tax Increment attributable to the Minimum Improvements and Redevelopment Property that has been paid to the Authority by Ramsey County in the six months prior to the subject Payment Date. 610977v1RS275-19 Attachment F 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 (b) The Authority shall have no obligation to pay principal and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2032. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured within three hundred sixty-five (365) days following the Authority’s written notice to Owner of such default, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $_____________________ issued to aid in financing certain public redevelopment costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on __________________, 2019, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to 610977v1RS275-19 Attachment F 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300 301 302 303 304 305 306 307 308 309 310 311 312 313 such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Roseville Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ROSEVILLE ECONOMIC DEVELOPMENT AUTHORITY ______________________________________ Executive Director, Patrick Trudgeon President, Dan Roe REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Registration Registered Owner____ 2720 Fairview MKT LLC Federal Tax I.D. No. _____________________ Certificate 610977v1RS275-19 Signature of City Finance Director Attachment F 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 I, the undersigned, being duly appointed Executive Director of the Roseville Economic Development Authority, Minnesota, hereby certify that I have carefully compared the attached and foregoing resolution with the original thereof on file in my office and further certify that the same is a full, true, and complete copy of a resolution which was duly adopted by the Board of Commissioners of said Authority at a duly called and regularly held meeting thereof on September 16, 2019. I further certify that Commissioner introduced said resolution and moved its adoption, which motion was duly seconded by Commissioner ___________ and that upon roll call vote being taken thereon, the following Commissioners voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 2019. Witness my hand as the Executive Director of the Authority this 16th day of September, Executive Director, Patrick Trudgeon Roseville Economic Development Authority 610977v1RS275-19