HomeMy WebLinkAbout5.a. Downtown Redevelopment Contract for Private Redevelopment Discussion
EXECUTIVE SUMMARY
Port Authority Meeting Date: January 21, 2020
AGENDA ITEM: Downtown Redevelopment-Contract for
Private Redevelopment by and between
Rosemount Port Authority and Ron Clark
Construction & Design
AGENDA SECTION:
New Business
PREPARED BY: Eric Van Oss, Economic Development
Coordinator AGENDA NO. 5.a.
ATTACHMENTS: Draft Contract, Planning Application
Drawings APPROVED BY: LJM
RECOMMENDED ACTION: Information item
SUMMARY
As part of The Morrison Redevelopment project the city is requiring a Contract for Private
Redevelopment which establishes some of the terms of the Tax Increment Finance (TIF) assistance and
performance measures. This is different than a PUD agreement with associated conditions for the
planning aspects of the project. Under the terms of the contract Ron Clark Construction & Design will
acquire the necessary 13 parcels, without any public assistance via acquisition. They will demolish existing
buildings and construct the minimum improvements which are defined by the Contract; 124-unit multi-
family residential building and 4,000 square feet of commercial space.
The Contract establishes the Port Authority will pay $600,000 to Ron Clark after acquisition of the parcels
and will issue a pay as you go TIF note for the principal amount of $3.4 million after receipt of a
Certificate of Occupancy for the residential project. The first payment of this note will occur on August 1,
2023. The developer will substantially complete the residential minimum improvements by 12/31/2021
and the commercial minimum improvements by 12/1/2025 The City will be taking 5% of the TIF
generated for administrative fees associated with operating and managing the TIF District. There are a
couple of items that have not been resolved by the time the packet is going out. Staff will update Port
members at the meeting. We will also have some of the site plan information for discussion.
While not part of the Contract, staff did want to recognize the fees the developer will be required to pay
along with building permit fees for the project. The City has some excess SAC credits which are being
allocated to the project. That allows a reduction in total SAC payment to the Metropolitan Council and
similarly the City. Staff is also recommending that the park dedication fees for the project include a
payment of $100,000 plus a public access easement over the on-site trail. The developer will install, own,
and maintain the trail.
Fee Amount
MCES (SAC) $149,100
City (SAC) $72,000
City (WAC) (Meter Fees)
City (STAC) $17,400
Park Payment in Lieu of Fees $100,000
Total $338,500
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CONCLUSION AND RECOMMENDATION
This is an informational item. At the February 4th Port Authority meeting, the Port Authority will consider
a motion to approve the Development Agreement.
631556v2RS230-64
DRAFT
January 17, 2020
CONTRACT
FOR
PRIVATE REDEVELOPMENT
By and Between
ROSEMOUNT PORT AUTHORITY
and
THE MORRISON PARTNERS, LLC
This document drafted by:
KENNEDY & GRAVEN, CHARTERED (RHB)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
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TABLE OF CONTENTS
PAGE
PREAMBLE ....................................................................................................................................1
ARTICLE I
Definitions
Section 1.1. Definitions................................................................................................................2
Section 1.2. Exhibits ...................................................................................................................5
Section 1.3. Rules of Interpretation .............................................................................................5
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority.............................................................................5
Section 2.2. Representations and Warranties by the Redeveloper ...............................................6
Section 2.3. Redeveloper Responsible for Costs .........................................................................7
ARTICLE III
Acquisition of Redevelopment Property; Redevelopment Assistance; No Business Subsidy
Section 3.1. Acquisition of Redevelopment Property; Relocation ..............................................7
Section 3.2. Issuance of Pay-As-You-Go Note ...........................................................................8
Section 3.3. Conditions Precedent to Issuance of Note ...............................................................9
Section 3.4. Records ....................................................................................................................9
Section 3.5. No Business Subsidy................................................................................................9
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements ...............................................................9
Section 4.2. Preliminary and Construction Plans.......................................................................10
Section 4.3. Commencement and Completion of Construction .................................................10
Section 4.4. Certificate of Completion ......................................................................................10
ARTICLE V
Insurance
Section 5.1. Insurance ................................................................................................................12
Section 5.2. Evidence of Insurance ...........................................................................................12
ARTICLE VI
Collection of Taxes; Assessment Agreement
Section 6.1. Taxes ......................................................................................................................12
Section 6.2. Assessment Agreement ..........................................................................................13
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Section 6.3. Right to Collect Delinquent Taxes .........................................................................14
Section 6.4. Use of Tax Increment.............................................................................................14
ARTICLE VII
Restrictions on Sale of Minimum Improvements
Section 7.1. Prohibition Against Sale of Minimum Improvements ...........................................15
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined .....................................................................................15
Section 8.2. Remedies on Default ..............................................................................................16
Section 8.3. No Remedy Exclusive............................................................................................16
Section 8.4. No Additional Waiver Implied by One Waiver .....................................................17
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................17
Section 9.2. Equal Employment Opportunity ............................................................................17
Section 9.3. Restrictions on Use ................................................................................................17
Section 9.4. Notices and Demands ............................................................................................17
Section 9.5. Counterparts ...........................................................................................................18
Section 9.6. Disclaimer of Relationships ...................................................................................18
Section 9.7. Amendment ............................................................................................................18
Section 9.8. Recording ...............................................................................................................18
Section 9.9. Indemnity ...............................................................................................................18
Section 9.10. Titles of Articles and Sections ...............................................................................19
Section 9.11. Governing Law; Venue ..........................................................................................19
TESTIMONIUM............................................................................................................................20
SIGNATURES ......................................................................................................................... 20-21
Exhibit A Legal Description of Residential Redevelopment Property
Exhibit B Legal Description of Retail Redevelopment Property
Exhibit C List of Preliminary Plan Documents
Exhibit D Form of the Minimum Assessment Agreement
Exhibit E Form of Certificate of Completion
Exhibit F Form of Authorizing Resolution
Exhibit G Form of Investment Letter
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CONTRACT FOR PRIVATE REDEVELOPMENT
This Contract for Private Redevelopment (the “Agreement”) is made this _____ day of
_____________, 2020, by and between the Rosemount Port Authority, a public body corporate
and politic under the laws of Minnesota (the “Authority”) and The Morrison Partners, LLC, a
Minnesota limited liability company (the “Redeveloper”).
WITNESSETH:
RECITALS
WHEREAS, on May 1, 1979, the Housing and Redevelopment Authority in and for the
city of Rosemount (the “HRA”), created Rosemount Redevelopment Project No. 1 (the
“Redevelopment Project”) in an area of the community identified as in need of redevelopment (the
“Redevelopment Project Area”) and adopted a redevelopment plan (the “Redevelopment Plan”)
for the Redevelopment Project; and
WHEREAS, the city of Rosemount (the “City”) subsequently established the Authority as
its principal development and redevelopment entity and transferred control of and authority over
the Redevelopment Project from the HRA to the Authority; and
WHEREAS, on ________________, 2020, the Authority established the KenRose Tax
Increment Financing District, a redevelopment tax increment financing district, (the “TIF
District”) within the Redevelopment Project Area, pursuant to Minnesota Statutes, Sections
469.174 to 469.179; and
WHEREAS, in order to achieve the objectives of the Redevelopment Plan, the Authority
has agreed to use Available Tax Increment (as defined herein) to reimburse the Redeveloper for
the cost of land acquisition, demolition of existing structures, and other qualifying site
improvements needed to support the construction of market rate housing, all in order to bring about
redevelopment of the Property (as defined herein) and in accordance with the Tax Increment Plan
(as defined herein) and this Agreement; and
WHEREAS, the Authority believes that the fulfillment generally of this Agreement is in
the vital and best interests of Rosemount and the health, safety, and welfare of its residents, and in
accord with the public purposes and provisions of the applicable State and local laws and
requirements under which the Redevelopment Project was undertaken and the project is being
assisted.
NOW, THEREFORE, in consideration of the covenants and the mutual obligations
contained herein, the parties hereby covenant and agree with one another as follows:
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ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement the following terms shall have the meanings
given unless a different meaning clearly appears from the context:
“Administrative Costs” means the administrative expenses incurred by the Authority
as defined in section 469.174, subd. 14 of the TIF Act;
“Agreement” means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
“Assessment Agreement” means the agreement among the Authority, the Redeveloper
and the Assessor establishing a Minimum Market Value for the Minimum Improvements.
“Assessor” means the county assessor of Dakota County.
“Authorizing Resolution” means the resolution, in substantially the form attached
hereto as Exhibit E, to be adopted by the Authority to authorize issuance of the Note;
“Available Tax Increment” means 95 percent of the Tax Increment paid to the
Authority by the County with respect to the Residential Redevelopment Property and the
Residential Minimum Improvements.
“Certificate of Completion” means the certificate, in substantially the form attached
hereto as Exhibit D, which will be provided to the Redeveloper pursuant to Article IV of this
Agreement.
“City” means the city of Rosemount, a municipal corporation under the laws of
Minnesota.
“Construction Plans” means the final plans for construction of the Minimum
Improvements which shall be submitted by the Redeveloper pursuant to section 4.2 of this
Agreement.
“County” means Dakota County, Minnesota.
“Event of Default” means an action by the Redeveloper or the Authority listed in
Article VIII of this Agreement.
“Housing and Redevelopment Authorities Act” or “HRA Act” means Minnesota
Statutes, sections 469.001 through 469.047, as amended.
“Material Change” means a change in the Construction Plans which may reasonably
be expected to adversely affect the generation of tax increment from the Minimum
Improvements.
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“Maturity Date” means the date the Note has been paid in full or terminated, whichever
occurs earlier.
“Minimum Improvements”, with respect to the residential portion, means demolition
of the existing structures and construction of the new 124-unit multi-family residential building
on the Residential Redevelopment Property. With respect to the retail portion, the term means
construction of a building containing approximately 4000 sq. ft. of retail space on the Retail
Redevelopment Property. After completion of each element of the Minimum Improvements,
the term shall mean the respective Redevelopment Property as improved by the respective
Minimum Improvements. When the term is used without modifiers, it means both the
Residential Minimum Improvements and the Retail Minimum Improvements.
“Minimum Market Value” means a minimum market value for real estate tax purposes
of $19, 320,000 for the Minimum Improvements and Redevelopment Property as of January 2,
2023 for taxes payable beginning in 2024.
“Note” means the taxable Tax Increment Revenue Note, in substantially the form
contained in the Authorizing Resolution, to be delivered by the Authority to the Redeveloper
pursuant to Article III of this Agreement.
“Preliminary Plans” means the preliminary plans for construction of the Minimum
Improvements which have been submitted by the Redeveloper and approved by the Authority
and which are attached hereto as Exhibit C.
“Port Authorities Act” means Minnesota Statutes, sections 469.048 through 469.068,
as amended.
“Qualifying Costs” means the cost of land acquisition, demolition, site preparation,
utility installation, grading, and all other expenditures made by the Redeveloper related to
completion of the Residential Minimum Improvements which the Authority intends to partially
reimburse through the Note.
“Redeveloper” has the meaning set forth in the preamble of this Agreement.
“Redevelopment Assistance” means the financial assistance to be offered by the
Authority to the Redeveloper as specified in Article III of this Agreement.
“Redevelopment Plan,” means the Redevelopment Plan for Redevelopment Project
No. 1 which was approved by the Authority on May 1, 1979, and modified most recently on
________________, 2020.
“Redevelopment Project” or “Project” means Redevelopment Project No. 1.
“Redevelopment Property”, with respect to the residential portion, means the property
to be acquired by the Redeveloper and upon which the Residential Minimum Improvements
will be constructed. The Residential Redevelopment Property is legally described in
Exhibit A. With respect to the retail portion, the term means the property to be acquired by
the Redeveloper and upon which the Retail Minimum Improvements will be constructed. The
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Retail Redevelopment Property is legally described in Exhibit B. When the term is used
without modifiers, it means both the Residential Redevelopment Property and the Retail
Redevelopment Property.
“Rosemount Port Authority” or “Authority” has the meaning set forth in the preamble
of this Agreement.
“Sale” means any conveyance of fee simple title in and to the Minimum Improvements
or the Redevelopment Property, as more fully defined in Article VII of this Agreement.
“State” means the state of Minnesota.
“Substantial Completion” means completion of either portion of the Minimum
Improvements to a degree allowing the issuance of a certificate of occupancy for that portion
by the City’s building official.
“Tax Increment” means the tax increment, as that term is defined in Minnesota Statutes,
section 469.174, subd. 25, which is paid to the Authority by the County with respect to the
Redevelopment Property and the Minimum Improvements.
“Tax Increment Financing Act” or “TIF Act” means Minnesota Statutes, sections
469.174 through 469.1799, as amended.
“Tax Increment Financing District” or “TIF District” means the Authority’s KenRose
Tax Increment Financing District.
“Tax Increment Financing Plan” or “TIF Plan” means the tax increment plan for the
KenRose Tax Increment Financing District which was approved by the Authority on
_____________________, 2020, and the City on _______________________, 2020.
“Tax Official” means the Assessor, County auditor, County or state board of
equalization, the commissioners of revenue of the State, or any State or federal district court,
the tax court of the State, or the State Supreme Court.
“Termination Date” means the date the TIF District terminates, which shall be the
Maturity Date or the date on which all obligations of the TIF District have been satisfied,
whichever occurs last.
“Unavoidable Delays” means delays which are the direct result of unanticipated
adverse weather conditions; strikes or other labor troubles; shortages of materials or labor; 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, except those of the
Authority or the City reasonably contemplated by this Agreement, any acts or omissions of
any federal, State or local governmental unit which directly result in delays in construction of
the Minimum Improvements; approved changes to the Construction Plans that result in delays;
delays caused by the discovery of any previously unknown adverse environmental condition
on or within the Redevelopment Property to the extent reasonably necessary to comply with
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federal and state environmental laws, regulations, orders, or agreements; and any other cause
or force majeure beyond the control of the Redeveloper which directly results in delays.
Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part
of this Agreement:
Exhibit A. Legal description of Residential Redevelopment Property
Exhibit B. Legal description of the Retail Redevelopment Property
Exhibit C. List of Preliminary Plans
Exhibit D. Form of Minimum Assessment Agreement
Exhibit E. Form of Certificate of Completion
Exhibit F. Form of Authorizing Resolution
Exhibit G. Form of Investment Letter
Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance
with and governed by the laws of Minnesota.
(b) The words “herein” and “hereof” and words of similar import, without reference to
any particular section or subdivision, refer to this Agreement as a whole rather than any particular
section or subdivision hereof.
(c) References herein to any particular section or subdivision hereof are to the section
or subdivision of this Agreement as originally executed.
(d) Any titles of the several parts, articles, and sections of this Agreement are inserted
for convenience and reference only and shall be disregarded in construing or interpreting any of
its provisions.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority. The Authority makes the following
representations as the basis for the undertaking on its part herein contained:
(a) The Authority is a public body corporate and politic under the laws of Minnesota
and has the power to enter into this Agreement and carry out its obligations hereunder. The
Authority was established pursuant to Minnesota Statutes, section 469.0813 and has the powers
of a Port Authority under Minnesota Statutes, section 469.048 through 469.068 and of a
Housing and Redevelopment Authority under Minnesota Statutes, sections 469.001 through
469.047.
(b) The Authority is the successor to the Housing and Redevelopment Authority in and
for the city of Rosemount.
(c) The activities of the Authority authorized herein are undertaken to facilitate the
redevelopment of the Redevelopment Project Area.
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(d) The TIF District is a redevelopment tax increment financing district within the
meaning of section 469.174, subd. 10(a)(1) of the TIF Act. The TIF District has been
established by the Authority and the City, and the Authority is entitled to collect and disburse
Tax Increment pursuant to this Agreement and the Note.
(e) The Authority has received no notice or communication from any local, State, or
federal official that the activities of the Redeveloper or the Authority in the Redevelopment
Project Area may be or will be in violation of any environmental law or regulation. The
Authority is aware of no facts the existence of which would cause the Redeveloper to be in
violation of or give any person a valid claim under any local, State, or federal environmental
law, regulation, or review procedure.
(f) 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 restriction, agreement, or instrument of whatever
nature to which the Authority is now a party or by which it is bound, or constitutes a default
under any of the foregoing.
(g) The persons executing this Agreement and related agreements and documents on
behalf of the Authority have the authority to do so and to bind the Authority by their actions.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper makes
the following representations and warranties as the basis for the undertaking on its part herein
contained:
(a) The Redeveloper is a limited liability company validly existing under the laws of
Minnesota. The Redeveloper has the authority to enter into this Agreement and carry out its
obligations hereunder.
(b) The Redeveloper has or will acquire all of the Redevelopment Property in fee title.
(c) The persons executing this Agreement and related agreements and documents on
behalf of the Redeveloper have the authority to do so and to bind the Redeveloper by their
actions.
(d) Upon acquisition of the Redevelopment Property, the Redeveloper will demolish
the existing improvements and construct the Minimum Improvements in substantial
accordance with the terms of this Agreement, the Redevelopment Plan, the TIF Plan, the
Construction Plans, and all local, State and federal laws and regulations, including, but not
limited to, environmental, zoning, building code, and public health laws and regulations.
(e) The Redeveloper will apply for and use all reasonable efforts to obtain, in a timely
manner, all required permits, licenses, and approvals from the Authority, the City and any other
relevant governmental entity and will meet, in a timely manner, the requirements of all
applicable local, State, and federal laws and regulations which must be obtained or met before
the Minimum Improvements may be lawfully constructed or used for their intended purpose.
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(f) The Redeveloper has analyzed the economics of acquisition of the Residential
Redevelopment Property, the cost of site improvements, including installation of utilities and
demolition of the improvements currently thereon and construction of the Residential
Minimum Improvements and concluded that, absent the Redevelopment Assistance to be
offered under this Agreement, it would not undertake construction of the Residential Minimum
Improvements.
(g) 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 organizational documents or any evidence 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.
(h) The TIF District qualifies as a redevelopment tax increment financing district based
on interior inspections on December 20 and 22, 2017 of the buildings on the Redevelopment
Property. The two buildings at 14555 Robert Trail S. containing Rosemount Plaza and the Car
Repair and Hair Salon shops were determined to be structurally substandard. The Redeveloper
is not aware of any physical improvements to those buildings which have been made since the
dates of the inspections which would result in them no longer qualifying as structurally
substandard.
Section 2.3. Redeveloper Responsible for Costs. The Redeveloper agrees to pay to the
Authority an administrative fee in the amount necessary to reimburse the Authority for its
reasonable costs and expenses in reviewing the redevelopment proposal, including the drafting and
negotiation of this Agreement. The Redeveloper has deposited approximately $15,000 with the
Authority, with a current balance of approximately $___________, and which funds may be used
by the Authority to reimburse itself for costs associated with the processing of this application. In
the event that the deposit balance made herein reaches $1,000.00, the Authority may require the
Redeveloper to deposit an additional amount as may be deemed necessary by the Authority to pay
for its future expenses. Upon the Authority’s request for additional funds, the Redeveloper shall
deposit such funds with the Authority within 10 days.
ARTICLE III
Acquisition of Redevelopment Property;
Redevelopment Assistance; No Business Subsidy
Section 3.1. Acquisition of Redevelopment Property; Relocation. (a) The Redeveloper
shall acquire all of the Redevelopment Property in fee no later than December 31, 2023. Prior to,
on, or after closing on the Redevelopment Property, the Redeveloper agrees to replat the
Redevelopment Property prior to obtaining building permits for the Minimum Improvements. the
Authority makes no representations to the Redeveloper regarding the suitability of the
Redevelopment Property or the Minimum Improvements for the use and purposes intended by the
Redeveloper. The failure by Redeveloper to close on the purchase of the Redevelopment Property
by December 31, 2023 shall result in this Agreement being canceled and terminated and of no
further force and/or effect without any action by any party hereto, and neither party shall have any
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liability to the other in connection with such termination or cancellation. Notwithstanding the
above, the Redeveloper’s financial obligation to the Authority under section 2.3 of this Agreement,
if any, shall survive such termination or cancellation.
(b) The Authority agrees to pay the Redeveloper $600,000 after acquisition of all of
the Redevelopment Property. Upon receipt of a written certification by the Redeveloper that it has
acquired all of the Redevelopment Property in fee and providing evidence that it has expended at
least $600,000 in acquiring the Redevelopment Property, the Authority will, within 30 days, pay
the Redeveloper $600,000. If the Redeveloper has not received the Certificate of Completion for
the Residential Minimum Improvements by December 31, 2023, the Developer agrees to
reimburse the Authority the $600,000 paid by the Authority to the Redeveloper for acquisition of
the Residential Redevelopment Property.
(c) The Authority will not acquire any portion of the Redevelopment Property nor will
it use or threaten to use imminent domain if the Redeveloper is unable to acquire the
Redevelopment Property. The Redeveloper may not represent to any third party that the Authority
is involved in acquisition of the Redevelopment Property. Acquisition of all of the Redevelopment
Property is the sole responsibility of the Redeveloper. The Redeveloper hereby agrees to
indemnify, defend and hold harmless the Authority and its governing body, employees, agents and
contractors against any and all claims for services or benefits arising out of the relocation or
displacement of any person from the Redevelopment Property as a result of its acquisition or
implementation of this Agreement and any and all damages, losses or expenses, including
reasonable attorneys’ fees, related to such claims for which the Authority may be held liable.
Section 3.2. Issuance of Pay-As-You-Go Note. (a) In consideration of the Redeveloper
constructing the Residential Minimum Improvements and to finance the reimbursement of the
Qualifying Costs, the Authority will issue and the Redeveloper will purchase the Note in the
principal amount of $3,400,000 in substantially the form set forth in the Authorizing Resolution
attached hereto as Exhibit E. The Note will bear interest at the rate of 4.35% per annum to the
earlier of maturity or prepayment. The Authority and the Redeveloper agree that the consideration
from the Redeveloper for the purchase of the Note will consist of the Redeveloper’s payment of
the Qualifying Costs of land acquisition, demolition, site preparation, and utility installation, and
other expenditures related to the Residential Minimum Improvements which are eligible for
reimbursement with Tax Increment and which are incurred by the Redeveloper in at least the
principal amount of the Note. the Authority will deliver the Note upon satisfaction by the
Redeveloper of all the conditions precedent specified in section 3.3 of this Agreement. The first
payment on the Note will be made by the Authority on August 1, 2023.
(b) Notwithstanding anything in this Agreement to the contrary, the principal amount
of the Note may be adjusted if certain grants are awarded to the Redeveloper or for the benefit of
the Residential Minimum Improvements. No adjustment will be made to the principal amount of
the Note with regard to grants received by or on behalf of the Redeveloper for the Residential
Minimum Improvements if those grants relate to demolition, site remediation, public utilities or
placing utilities underground. The amount of any other grants will be deducted from the principal
amount of the Note.
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(c) The Redeveloper understands and acknowledges that the Authority makes no
representations or warranties regarding the amount of Available Tax Increment, or that revenues
pledged to the Note will be sufficient to pay the principal of and interest on the 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.
Section 3.3. Conditions Precedent to Issuance of Note. Notwithstanding anything in this
Agreement to the contrary, the Authority shall not be obligated to issue the Note until all of the
following conditions precedent have been satisfied:
(a) The Redeveloper has acquired all of the Redevelopment Property in fee;
(b) The Redeveloper has submitted and the Authority has approved the Construction
Plans;
(c) The Redeveloper has constructed the Residential Minimum Improvements and the
Authority has issued the Certificate of Completion;
(d) The Redeveloper has submitted evidence it has paid for the Qualifying Costs,
including paid receipts and lien waivers;
(e) The Redeveloper has reimbursed the Authority for all of its administrative costs
incurred in conjunction with the processing of Redeveloper’s request as set forth and as limited
in Section 2.3 hereof;
(f) The Redeveloper has submitted the Investment Letter; and
(g) There has been no Event of Default on the part of the Redeveloper which has not
been cured.
Section 3.4. Records. the Authority and its representatives will have the right at all
reasonable times after reasonable notice to inspect, examine and copy invoices paid by
Redeveloper, relating to the Minimum Improvements and the Qualifying Costs for which the
Redeveloper will be reimbursed under the Note.
Section 3.5. No Business Subsidy. All of the financial assistance offered by the Authority
to the Redeveloper under this Agreement is to facilitate construction of 124 units of multi-family
housing on the Residential Redevelopment Property and therefore such assistance is not a
“business subsidy” within the meaning of Minnesota Statutes, sections 116J.993 to 116J.995. No
assistance is being offered by the Authority with regard to the Retail Minimum Improvements.
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements. If the Redeveloper acquires the
Redevelopment Property in accordance with the terms of this Agreement, the Redeveloper agrees
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that it will construct the Minimum Improvements on the Redevelopment Property in accordance
with the Construction Plans. The Redeveloper acknowledges that, in addition to the requirements
of this Agreement, construction of the Minimum Improvements will necessitate compliance with
other reviews and approvals by the City and possibly other governmental agencies and, to the
extent such approvals have not already been obtained, agrees to submit all applications for and
pursue to their conclusion all other approvals needed prior to constructing the Minimum
Improvements.
Section 4.2. Preliminary and Construction Plans. (a) The Redeveloper has submitted and
the Authority has approved the Preliminary Plans listed in Exhibit C attached hereto. Prior to
beginning construction on the Minimum Improvements, the Redeveloper shall submit dated
Construction Plans to the Authority. The Construction Plans shall provide for the construction of
the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and
this Agreement. The Authority will approve the Construction Plans if they (1) are consistent with
the Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances, rules
and regulations; (3) are adequate to provide for the construction of the Minimum Improvements;
(4) conform to the State building code; and (5) if there has occurred no uncured Event of Default
on the part of the Redeveloper. Except as otherwise set forth herein, no approval by the Authority
shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, the
terms of all applicable federal, State and local laws, ordinances, rules and regulations in the
construction of the Minimum Improvements. Except as otherwise set forth herein, no approval by
the Authority shall constitute a waiver of an Event of Default.
(b) If the Redeveloper desires to make any Material Change or any other change in the
Construction Plans affecting the size, height, footprint, exterior building materials, or any other
change regarding the Minimum Improvements which would also require approval under any
applicable code, ordinance or regulation after approval by the Authority, the Redeveloper shall
submit the proposed change to the Authority and the City for their prior written approval. If the
proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the
Authority and meets all other requirements of section 4.2(a) above, the Authority shall approve
the proposed change if it has been approved by the City following the review process required by
code. Such change in the Construction Plans shall 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 therefore. Such rejection shall be made within 10 business days after
completion of the review process required by code.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays, the Redeveloper shall substantially complete the Residential Minimum Improvements by
December 31, 2022. The Redeveloper shall substantially complete the Retail Minimum
Improvements by December 31, 2025. 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. The Redeveloper shall make such reports to the Authority
regarding construction of the Minimum Improvements as the Authority deems necessary or helpful
in order to monitor progress on construction of the Minimum Improvements.
Section 4.4. Certificate of Completion. (a) After Substantial Completion of each portion
of the Minimum Improvements in accordance with the Construction Plans and all terms of this
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631556v2RS230-64
Agreement and at the written request of the Redeveloper, the Authority will furnish the
Redeveloper with an appropriate certificate so certifying in the form of Exhibit D attached hereto.
Such certification by the Authority shall be a conclusive determination of satisfaction and
termination of the agreements and covenants in this Agreement with respect to the obligations of
the Redeveloper to construct the relevant portion of the Minimum Improvements and the dates for
the beginning and completion thereof.
(b) The Certificate of Completion shall be in such form as will enable it to be recorded
in the proper County office for the recordation of deeds and other instruments pertaining to the
Redevelopment Property. If the Authority shall refuse to provide such certification in accordance
with the provisions of this section 4.4, the Authority shall promptly notify Redeveloper of the same
within 20 days following receipt of request therefore from Redeveloper and shall provide the
Redeveloper with a written statement, indicating in adequate detail in what respects the
Redeveloper has failed to complete the relevant portion of the Minimum Improvements in
accordance with the provisions of the Agreement, or is otherwise in default of a material term of
this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for
the Redeveloper to take or perform in order to obtain such certification. If the Authority fails to
issue such a written statement within such 20-day period, the Authority shall be deemed to have
waived its right to do so and shall be deemed to have issued a Certificate of Completion to the
Redeveloper. The Redeveloper shall have 60 days (or such longer period as is reasonably
necessary if Redeveloper is diligently pursing the cure) following receipt of the Authority’s written
response to cure or agree to terms with the Authority regarding issues to be resolved prior to the
Redeveloper obtaining a Certification of Completion from the Authority.
(c) The Redeveloper agrees to notify the Authority immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the either portion of the Minimum
Improvements resulting from fire or other casualty. In the event this type of damage or destruction
occurs, 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
the damage and, to the extent necessary to accomplish the repair, reconstruction and restoration,
the Redeveloper will apply the net proceeds of any insurance relating to the damage received by
the Redeveloper to the payment or reimbursement of the costs thereof. The Redeveloper will
complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not
the net proceeds of insurance received by the Redeveloper is sufficient to pay for the same. Any
net proceeds remaining after completion of the repairs, construction and restoration will be the
property of the Redeveloper.
(d) Notwithstanding anything in this Agreement to the contrary, in the event of damage
to either portion of the Minimum Improvements in excess of $100,000 and the Redeveloper fails
to complete any repair, reconstruction or restoration of the Minimum Improvements within
eighteen months from the date of damage, the Authority may, at its option, terminate the Note as
provided in Section 8.2 hereof. If the Authority terminates the Note, the termination will constitute
the Authority’s sole remedy under this Agreement as a result of the Redeveloper’s failure to repair,
reconstruct or restore the Minimum Improvements. Thereafter, the Authority will have no further
obligations to make any payments under the Note.
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ARTICLE V
Insurance
Section 5.1. Insurance. The Redeveloper or its general contractor will provide and
maintain at all times during the process of constructing the Minimum Improvements a Special
Form Basis Insurance Policy and, from time to time during that period, at the request of the
Authority, furnish the Authority with proof of payment of premiums on policies covering the
following:
(i) Builder’s risk insurance, written on the so-called “Builder’s Risk –
Completed Value Basis,” in an amount equal to one hundred percent (100%) of the
replacement cost of the applicable portion of the Minimum Improvements at the date of
completion, and with coverage available in reporting form on the so-called “special” form
of policy;
(ii) Commercial general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability
insurance) with limits against bodily injury and property damage of not less than
$2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella
excess liability policy may be used); and
(iii) Workers’ compensation insurance, with statutory coverage.
Section 5.2. Evidence of Insurance. (a) All insurance required in this Article V of this
Agreement must be taken out and maintained with responsible insurance companies selected by
the Redeveloper which are authorized under the laws of Minnesota to assume the risks covered
thereby. 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. Upon written
request by the Authority, the Redeveloper agrees to deposit with the Authority a certificate or
certificates or binders of the respective insurers stating that such insurance is in force and effect.
(b) The required insurance provisions set forth in this Article V will terminate upon the
issuance of the Certificate of Completion for the relevant portion of the Minimum Improvements.
ARTICLE VI
Collection of Taxes; Assessment Agreement
Section 6.1. Taxes. The Redeveloper agrees that prior to the Termination Date: (1) it will
not seek administrative or judicial review of the applicability of any tax statute determined by any
Tax Official to be applicable to the Minimum Improvements or the Redevelopment Property or
raise the inapplicability of any such tax statute as a defense in any proceedings, including
delinquent tax proceedings; (2) it will not seek administrative or judicial review of the
constitutionality of any tax statute determined by any Tax Official to be applicable to the Minimum
Improvements or the Redevelopment Property or raise the unconstitutionality of any such tax
statute as a defense in any proceedings, including delinquent tax proceedings; and (3) it will not
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cause a reduction in the Minimum Market Value assessed in respect of the Minimum
Improvements or the Redevelopment Property below the Minimum Market Value described in
section 6.2(a) of this Agreement through:
(a) willful destruction of the Minimum Improvements or any part thereof;
(b) failure to reconstruct damaged or destroyed property pursuant to Section 4.4 of this
Agreement;
(c) a request to the Assessor to reduce the Minimum Market Value of all or any portion
of the Minimum Improvements or the Redevelopment Property;
(d) a petition to the board of equalization of the County to reduce the Minimum Market
Value of all or any portion of the Minimum Improvements or the Redevelopment Property;
(e) a petition to the board of equalization of the State or the commissioner of revenue
of the State to reduce the Minimum Market Value of all or any portion of the Minimum
Improvements or the Redevelopment Property;
(f) an action in a district court of the State or the tax court of the State seeking a
reduction in the Minimum Market Value of the Minimum Improvements or the Redevelopment
Property;
(g) an application to the commissioner of revenue of the State or to any local taxing
jurisdiction requesting an abatement or deferral of real estate taxes on the Minimum Improvements
or the Redevelopment Property;
(h) a transfer of the Minimum Improvements or the Redevelopment Property, or any
part thereof, to an entity exempt from the payment of real estate taxes under State law and that
entity applies for tax exemption; or
(i) any other proceedings, whether administrative, legal or equitable, with any
administrative body within the County or the State or with any court of the State or the federal
government.
Section 6.2. Assessment Agreement. (a) At the time of execution of this Agreement, the
Authority and the Redeveloper shall execute an Assessment Agreement for the Redevelopment
Property and Minimum Improvements. The Assessment Agreement shall specify a Minimum
Market Value of $19,320,000 as of January 2, 2023 for taxes payable beginning in 2024 through
the Termination Date, notwithstanding any failure to start or complete the Minimum
Improvements on the Redevelopment Property by said date or any failure to reconstruct the
Minimum Improvements after damage or destruction before the Termination Date.
(b) The Assessment Agreement shall be substantially in the form attached hereto as
Exhibit D. Nothing in the Assessment Agreement shall limit the discretion of the Assessor to
assign a market value to the Minimum Improvements or the Redevelopment Property in excess of
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631556v2RS230-64
the Assessor’s Minimum Market Value nor prohibit the Redeveloper from seeking through the
exercise of legal or administrative remedies a reduction in any increase in the market value
established pursuant to Section 6.2(a) of this Agreement; provided, however, that the Redeveloper
shall not seek a reduction of such market value below the Assessor’s Minimum Market Value for
the Minimum Improvements or the Redevelopment Property set forth in the Assessment
Agreement in any year so long as such Assessment Agreement shall remain in effect. The
Assessment Agreement for the Minimum Improvements and the Redevelopment Property shall
remain in effect until the Termination Date; provided that if at any time before the Termination
Date the Assessment Agreement for the Minimum Improvements or the Redevelopment Property
is found to be terminated or unenforceable by any Tax Official or court of competent jurisdiction,
the Minimum Market Value of the Redevelopment Property described in this Section 6.2 shall
remain an obligation of the Redeveloper or its successors and assigns (whether or not such value
is binding on the Assessor) , it being the intent of the parties that the obligation of the Redeveloper
to maintain, and not seek reduction of, the Minimum Market Value specified in this Section 6.2
for the Minimum Improvements or the Redevelopment Property is an obligation under this
Agreement as well as under the Assessment Agreement, and is enforceable by the Authority
against the Redeveloper, its successors and assigns, in accordance with the terms of this Agreement
and the Assessment Agreement. Notwithstanding anything contained in this Agreement to the
contrary, the Redeveloper shall not be precluded from contesting the Minimum Market Value of
the Minimum Improvements and the Redevelopment Property if the Minimum Improvements or
the Redevelopment Property, or any substantial portion thereof, is acquired by a public entity
through eminent domain prior to the Termination Date.
Section 6.3. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the development of the
Residential Minimum Improvements through issuance of the Note. The Redeveloper understands
that the Available Tax Increments pledged to payment of the 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, in addition to the obligation pursuant
to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before
delinquency all real estate taxes assessed against the 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 this type of suit, the Authority will also be entitled to recover its costs,
expenses and reasonable attorney fees.
Section 6.4. Use of Tax Increment. The Authority shall be free to use any Tax Increment
it receives from the County with respect to the TIF District for any purpose for which such
increment may lawfully be used under the TIF Act and the Authority shall have no obligations to
the Redeveloper with respect to the use of such Tax Increment except as provided for in this
Agreement and the Note, if issued.
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631556v2RS230-64
ARTICLE VII
Restrictions on Sale of Minimum Improvements
Section 7.1. Prohibition Against Sale of Minimum Improvements. The Redeveloper
represents and agrees that its use of the Redevelopment Property and its other undertakings
pursuant to the Agreement, are, and will be, used for the purpose of construction of the Minimum
Improvements on the Redevelopment Property and not for speculation in land holding. The
Redeveloper represents and agrees that, prior to the issuance of a Certificate of Completion
regarding each portion of the Minimum Improvements, there shall be no Sale of that portion of the
Redevelopment Property or the Minimum Improvements constructed thereon nor shall the
Redeveloper suffer any such Sale to be made, without the prior written approval of the Authority.
As a condition of approval of any such Sale, the Authority shall require, at a minimum, that the
proposed transferee shall have entered into an agreement whereby the transferee expressly assumes
all of the Redeveloper’s obligations under this Agreement with respect to such portion of the
Minimum Improvements. Any such agreement shall include the Authority as a party and otherwise
be in form and substance reasonably acceptable to the Authority. This Section shall expire and no
longer apply upon the issuance of the Certificate of Completion for each portion of the Minimum
Improvements.
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined. Each and every one of the following shall be an
Event of Default under this Agreement:
(a) Failure by the Redeveloper to acquire the Redevelopment Property in accordance
with Article III of this Agreement;
(b) Failure by the Redeveloper to seek approvals from the City and other entities
necessary in order to construct the Minimum Improvements;
(c) Failure by the Redeveloper to obtain financing necessary for construction of the
Minimum Improvements;
(d) Failure by the Redeveloper to complete construction of the Minimum
Improvements pursuant to the terms, conditions and limitations of Article IV of this
Agreement, including the timing thereof or failure by the Redeveloper to obtain the Certificate
of Completion for the Residential Minimum Improvements by December 31, 2023, unless such
failure is caused by an Unavoidable Delay or waived by the Redeveloper and the Authority;
(e) Failure by the Redeveloper to provide and maintain any insurance required to be
provided and maintained by Article V;
(f) If the Redeveloper files a petition in bankruptcy, or makes an assignment for the
benefit of its creditors or consents to the appointment of a receiver;
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631556v2RS230-64
(g) Failure by the Redeveloper to reimburse the Authority for its administrative
expenses associated with the processing of Redeveloper’s requests, or to make the necessary
escrow deposits pursuant to Section 2.3;
(h) Failure by the Redeveloper to indemnify, defend and hold harmless the Authority
against any claims or damages regarding relocation services or benefits as provided in Section
3.1;
(i) Sale of the Redevelopment Property or the Minimum Improvements, or any portion
thereof, by the Redeveloper in violation of Article VII of this Agreement;
(j) Appeal or challenge by the Redeveloper of the Minimum Market Value of the
Redevelopment Property or the Minimum Improvements under this Agreement or the
Assessment Agreement prior to the Termination Date, except as provided for in Article VI of
this Agreement; or
(k) Failure by either party to observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
Section 8.2. Remedies on Default. Whenever any Event of Default referred to in section
8.1 of this Agreement occurs, then the non-defaulting party may take any one or more of the
following actions after providing 30 days written notice to the defaulting party of the Event of
Default, but only if the Event of Default has not been cured within said 30 days from the receipt
of notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party
does not provide assurances to the non-defaulting party reasonably satisfactory to the non-
defaulting that the Event of Default will be cured and will be cured as soon as reasonably possible:
(a) Suspend its performance under this Agreement until it receives assurances from the
defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will
cure its default and continue its performance under this Agreement;
(b) If the default occurs prior to completion of either portion of the Minimum
Improvements, the Authority may withhold the relevant Certificate of Completion until such
default is cured;
(c) If the default occurs after issuance of the Note, suspend or terminate the Note; or
(c) Take whatever action, including legal or administrative action, which may appear
necessary or desirable to the non-defaulting party to collect any payments due under this
Agreement, including reimbursement of the Redevelopment Assistance previously granted, or
to enforce performance and observance of any obligation, agreement, or covenant of the
defaulting party under this Agreement.
Section 8.3. No Remedy Exclusive. No remedy conferred herein or reserved to the parties
is intended to be exclusive of any other available remedy or remedies, but each and every remedy
shall be cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver
17
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thereof, but any such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Authority or the Redeveloper to exercise any remedy
reserved to it, it shall not be necessary to give notice, other than such notice as may be required in
Article IX of this Agreement.
Section 8.4. No Additional Waiver Implied by One Waiver. In the event any covenant or
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.
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member,
official, or employee of the Authority shall have any personal financial interest, direct or indirect,
in this Agreement, nor shall any such member, official, or employee participate in any decision
relating to the Agreement which affects his or her personal financial interests or the interests of
any corporation, partnership, or association in which he or she is, directly or indirectly, interested.
No member, official, or employee of the Authority shall be personally liable to the Redeveloper,
or any successor in interest, in the event of any default or breach or for any amount which may
become due or on any obligations under the terms of this Agreement.
Section 9.2. Equal Employment Opportunity. The Redeveloper, for itself and its
successors and assigns, agrees that during the construction of the Minimum Improvements
provided for in this Agreement, it will comply with all applicable equal employment and
nondiscrimination laws and regulations.
Section 9.3. Restrictions on Use. The Redeveloper agrees that through the Termination
Date it will use the Minimum Improvements for only such uses as permitted under the City’s land
use regulations.
Section 9.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, any notice, demand, or other communication under the Agreement or any related
document by either party to the other shall be sufficiently given or delivered if it is dispatched by
registered or certified United States mail, postage prepaid, return receipt requested, or delivered
personally to:
(a) in the case of the Redeveloper:
The Morrison Partners, LLC
7500 West 78th Street
Edina, MN 55439
Attn: Mike Waldo
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631556v2RS230-64
and with a copy to: Bader Development
3020 France Ave. S.
Minneapolis, MN 55416
and
Felhaber Law
220 South 6th Street
Suite 2200
Minneapolis, MN 55402
Attn: Thomas J. Radio
(b) in the case of the Authority:
Rosemount Port Authority
2875 145th Street
Rosemount, MN 55068
Attn: Kim Lindquist
and with a copy to:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Attn: Ronald H. Batty
or at such other address with respect to either such party as that party may, from time to time,
designate in writing and forward to the other as provided in this section 9.4.
Section 9.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.6. Disclaimer of Relationships. The Redeveloper acknowledges that nothing
contained in this Agreement nor any act by the Authority or the Redeveloper shall be deemed or
construed by the Redeveloper or by any third person to create any relationship of third-party
beneficiary, principal and agent, limited or general partner, or joint venture between the Authority
and the Redeveloper.
Section 9.7. Amendment. This Agreement may be amended only by the written agreement
of the parties.
Section 9.8. Recording. the Authority intends to record this Agreement among the land
records of Dakota County, Minnesota and the Redeveloper agrees to pay for the cost of recording
same.
Section 9.9. Indemnity. The Redeveloper hereby agrees that the Authority, and its
governing body members, officers, agents, and employees shall not be liable for, and hereby agrees
to indemnify and hold harmless the same, against any loss or claims arising under this Agreement,
except for losses or claims arising out of the acts or omissions of the Authority.
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Section 9.10. Titles of Articles and Sections. Any titles of the several parts, articles, and
sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 9.11. Governing Law; Venue. This Agreement shall be construed in accordance
with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State
or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof,
whether based on convenience or otherwise.
*******************
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IN WITNESS WHEREOF, the Authority and the Redeveloper have caused this Agreement
to be duly executed in their names and behalves on or as of the date first above written.
ROSEMOUNT PORT AUTHORITY
By:
By:
STATE OF MINNESOTA )
) ss.
COUNTY OF __________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2020, by _______________ and _____________, the ______________ and
__________________, respectively, of the Rosemount Port Authority, a public body corporate
and politic under the laws of Minnesota, on behalf of the Authority.
____________________________________
Notary Public
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631556v2RS230-64
REDEVELOPER:
THE MORRISON PARTNERS, LLC
By:
By:
Its:
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
The foregoing instrument was executed before me this _____ day of _______________, 2020, by
__________________ and _________________, the __________________ and
_______________, , respectively, of The Morrison Partners, LLC, a limited liability company
under the laws of Minnesota, on behalf of the ___________.
____________________________________
Notary Public
A-1
631556v2RS230-64
EXHIBIT A TO
REDEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF RESIDENTIAL REDEVELOPMENT PROPERTY
[to be completed]
B-1
631556v2RS230-64
EXHIBIT B TO
REDEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF RETAIL
REDEVELOPMENT PROPERTY
[to be included]
C-1
631556v2RS230-64
EXHIBIT C TO
REDEVELOPMENT AGREEMENT
LIST OF PRELIMINARY PLAN DOCUMENTS
[to be included]
D-1
631556v2RS230-64
EXHIBIT D TO
REDEVELOPMENT AGREEMENT
FORM OF
ASSESSMENT AGREEMENT
and
ASSESSOR’S CERTIFICATION
By and among
ROSEMOUNT PORT AUTHORITY
and
THE MORRISON PARTNERS, LLC
and
COUNTY ASSESSOR FOR DAKOTA COUNTY, MINNESOTA
This Document was drafted by:
KENNEDY & GRAVEN, Chartered (RHB)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
D-2
631556v2RS230-64
THIS ASSESSMENT AGREEMENT, dated as of this ___ day of __________, 2020, by and
between the Rosemount Port Authority, a public body corporate and politic under the laws of
Minnesota (“Authority”), and The Morrison Partners, LLC, a Minnesota limited liability company
(the “Owner”).
WITNESSETH:
WHEREAS, on or before the date hereof, the Authority and the Owner have entered into a
Contract for Private Redevelopment (the “Agreement”) concerning the property legally described
on Exhibit A hereto, (the “Redevelopment Property”); and
WHEREAS, pursuant to the Agreement, the Owner will construct 124 units of multi-family
rental housing and 4000 sq. ft. of retail space on the Redevelopment Property (the “Minimum
Improvements”); and
WHEREAS, the Authority and the Owner desires to establish a minimum market value for
the Redevelopment Property and the Minimum Improvements to be constructed thereon, pursuant
to Minnesota Statutes, section 469.177, Subd. 8; and
WHEREAS, the Authority and the County Assessor for Dakota County, Minnesota have
reviewed the Plans for the Minimum Improvements which the Owner has agreed to construct on
the Redevelopment Property pursuant to the Agreement.
NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the
promises, covenants and agreements made herein and in the Agreement by each to the other, do
hereby agree as follows:
1. The Minimum Market Value for the Redevelopment Property with the Minimum
Improvements shall be $19,320,000. The parties agree that this Minimum Market Value shall be
placed against the Redevelopment Property as of January 2, 2023, for taxes payable beginning in
2024 notwithstanding any failure to complete construction of such Minimum Improvements by
that date.
2. The Minimum Market Value herein established shall be of no further force and
effect and this Assessment Agreement shall terminate on the Termination Date. The Termination
Date has the meaning given to it under the Agreement.
3. This Assessment Agreement shall be promptly recorded by the Owner with a copy
of Minnesota Statutes, section 469.177, Subd. 8 set forth in Exhibit B hereto. The Owner shall
pay all costs of recording this Assessment Agreement.
4. Neither the preambles nor the provisions of this Assessment Agreement are
intended to, nor shall they be construed as, modifying the terms of the Agreement. Unless the
context indicates clearly to the contrary, the terms used in this Assessment Agreement shall have
the same meaning as the terms used in the Agreement.
D-3
631556v2RS230-64
5. This Assessment 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 Assessment Agreement and to
take all actions required of it and has taken all actions necessary to authorize the execution and
delivery of this Assessment Agreement.
7. In the event any provision of this Assessment Agreement shall be held invalid or
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 Redevelopment Property,
or for carrying out the expressed intention of this Assessment Agreement.
9. Except as provided in Section 8 hereof, this Assessment Agreement may not be
amended nor any of its terms modified except by a writing authorized and executed by all parties
hereto.
10. This Assessment Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
11. This Assessment Agreement shall be governed by and construed in accordance with
the laws of Minnesota.
*********
D-4
631556v2RS230-64
ROSEMOUNT PORT AUTHORITY
By:
By:
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument as acknowledged before me this ____ day of ____________,
2020, by _____________________ and ____________________, the _________________ and
____________________, respectively, of the Rosemount Port Authority, a public body corporate
and politic under the laws of Minnesota, on behalf of the Authority.
____________________________________
Notary Public
D-5
631556v2RS230-64
OWNER:
THE MORRISON PARTNERS, LLC
By:
By:
STATE OF MINNESOTA )
) ss.
COUNTY OF ____________ )
The foregoing instrument was executed before me this _____ day of _______________, 2020, by
__________________ and _________________, the __________________ and
_______________, respectively, of The Morrison Partners, LLC, a Minnesota limited liability
company, on behalf of the ___________.
____________________________________
Notary Public
D-6
631556v2RS230-64
CERTIFICATION BY 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, and being of the opinion that the minimum market value contained in the foregoing
Agreement appears reasonable, hereby certify as follows: The undersigned Assessor being legally
responsible for the assessment of the described property, hereby certifies that the market value
assigned to such land and improvements at 14555 Robert Trail S., legally described on Exhibit A
attached hereto, shall be not less than $19,320,000 as of January 2nd, 2023, for taxes payable
beginning in 2024, until termination of this Agreement.
__________________________________________
County Assessor for
Dakota County, Minnesota
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this ______ day of __________,
2020, by __________________________, the County Assessor, Dakota County, Minnesota.
__________________________________________
Notary Public
D-7
631556v2RS230-64
EXHIBIT A
TO ASSESSMENT AGREEMENT
The Redevelopment Property is legally described as follows:
[to be completed]
D-8
631556v2RS230-64
EXHIBIT B
TO ASSESSMENT AGREEMENT
Section 469.177, subd. 8. Assessment Agreements. An authority may enter into a written
assessment agreement with any person establishing a minimum market value of land, existing
improvements, or improvements to be constructed in a district, if the property is owned or will be
owned by the person. The minimum market value established by an assessment agreement may
be fixed, or increase or decrease in later years from the initial minimum market value. If an
agreement is fully executed before July 1 of an assessment year, the market value as provided
under the agreement must be used by the county or local assessor as the taxable market value of
the property for that assessment. Agreements executed on or after July 1 of an assessment year
become effective for assessment purposes in the following assessment year. An assessment
agreement terminates on the earliest of the date on which conditions in the assessment agreement
for termination are satisfied, the termination date specified in the agreement, or the date when tax
increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment
agreement shall be presented to the county assessor, or city assessor having the powers of the
county assessor, of the jurisdiction in which the tax increment financing district and the property
that is the subject of the agreement is located. The assessor shall review the plans and
specifications for the improvements to be constructed, review the market value previously assigned
to the land upon which the improvements are to be constructed and, so long as the minimum market
value contained in the assessment agreement appears, in the judgment of the assessor, to be a
reasonable estimate, shall execute the following certification upon the agreement:
The undersigned assessor, being legally responsible for the assessment of the above
described property, certifies that the market values assigned to the land and
improvements are reasonable.
The assessment agreement shall be filed for record and recorded in the office of the county
recorder or the registrar of titles of each county where the real estate or any part thereof is situated.
After the agreement becomes effective for assessment purposes, the assessor shall value the
property under section 273.11, except that the market value assigned shall not be less than the
minimum market value established by the assessment agreement. The assessor may assign a
market value to the property in excess of the minimum market value established by the assessment
agreement. The owner of the property may seek, through the exercise of administrative and legal
remedies, a reduction in market value for property tax purposes, but no city assessor, county
assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court
of this state shall grant a reduction of the market value below the minimum market value
established by the assessment agreement during the term of the agreement filed of record
regardless of actual market values which may result from incomplete construction of
improvements, destruction, or diminution by any cause, insured or uninsured, except in the case
of acquisition or reacquisition of the property by a public entity. Recording an assessment
agreement constitutes notice of the agreement to anyone who acquires any interest in the land or
improvements that is subject to the assessment agreement, and the agreement is binding upon
them.
E-1
631556v2RS230-64
EXHIBIT E TO
REDEVELOPMENT AGREEMENT
FORM OF
CERTIFICATE OF COMPLETION
WHEREAS, the Rosemount Port Authority, a public body corporate and politic under the
laws of Minnesota (“Authority”), and The Morrison Partners, LLC, a limited liability company
under the laws of the state of Minnesota (the “Redeveloper”), have entered into a certain Contract
for Private Redevelopment (the “Agreement”) dated the ____ day of ____________, 2020, and
recorded in the office of the County Recorder in Dakota County, Minnesota, on the ____ day of
_________________, 202_ as Document No. __________, which Agreement contained certain
covenants and restrictions regarding completion of the Minimum Improvements, as defined in the
Agreement; and
WHEREAS, the Redeveloper has performed said covenants and conditions 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 of the Minimum Improvements
specified to be done and made by the Redeveloper has been completed and the covenants and
conditions in the Agreement have been performed by the Redeveloper, and the County Recorder
in Dakota County, Minnesota, is hereby authorized to accept for recording and to record the filing
of this instrument, to be a conclusive determination of the satisfactory termination of the covenants
and conditions relating to completion of the Minimum Improvements and the expiration of certain
obligations contained in the Agreement to the extent expressly provided for therein.
Dated: _________________.
ROSEMOUNT PORT AUTHORITY
By:
STATE OF MINNESOTA )
) ss.
COUNTY OF ___________ )
The foregoing instrument as acknowledged before me this ____ day of ____________,
202_, by _____________________, the _____________________ of the Rosemount Port
Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the
Authority.
____________________________________
Notary Public
F-1
631556v2RS230-64
EXHIBIT F TO
REDEVELOPMENT AGREEMENT
FORM OF AUTHORIZING RESOLUTION
ROSEMOUNT PORT AUTHORITY
RESOLUTION NO. ______
RESOLUTION APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX
INCREMENT REVENUE NOTE, SERIES 201_ IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$3,400,000
BE IT RESOLVED BY the Rosemount Port Authority (“Authority”), as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The Authority has heretofore approved the establishment of the
KenRose Tax Increment Financing District (the “TIF District”) within Redevelopment Project
No. 1 (“Redevelopment Project”), and has adopted a tax increment financing plan for the purpose
of financing certain improvements within the Redevelopment Project.
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 development costs of the
Redevelopment Project. The bonds are payable from all or any portion of revenues derived from
the TIF District and pledged to the payment of the bonds. The Authority hereby finds and
determines that it is in the best interests of the Authority that it issue and sell its taxable Tax
Increment Revenue Note, Series 202_ (the “Note”), in the aggregate principal amount of
$3,400,000, for the purpose of financing certain public costs of the Redevelopment Project.
1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The Authority has
previously approved the Contract for Private Redevelopment (the “Agreement”) between the
Authority and The Morrison Partners, LLC (the “Owner”), and authorized the Executive Director
to execute the Agreement. Pursuant to the Agreement, the Note will be sold to the Owner. The
Note will be dated as of the date of delivery and will bear interest at the rate of 4.35% per annum
to the earlier of maturity or prepayment. In exchange for the Authority’s issuance of the Note to
the Owner, the Owner will pay certain costs related to the Residential Minimum Improvements
(the Qualifying Costs, as defined in the Agreement) pursuant to Section 3.2 of the Agreement. The
Note will be delivered in the principal amount not to exceed $3,400,000 for reimbursement of the
Owner’s costs in accordance with the terms of Sections 3.2 and 3.3 of the Agreement.
F-2
631556v2RS230-64
Section 2. Form of Note. The Note will be in substantially the following form, with
the blanks to be properly filled in and the principal amount and payment schedule adjusted as of
the date of issue:
UNITED STATE OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
ROSEMOUNT PORT AUTHORITY
No. R-1 $3,400,000
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES 202_
Date
Rate of Original Issue
4.35% __________
The Rosemount Port Authority (“Authority”), for value received, certifies that it is indebted
and hereby promises to pay to The Morrison Partners, LLC or registered assigns (the “Owner”),
the principal sum of $3,400,000 and to pay interest thereon at the rate of 4.35 percent per annum,
as and to the extent set forth herein.
1. Payments. Principal and interest (“Payments”) are estimated to be paid on
August 1, 2023, and each February 1 and August 1 thereafter to and including February 1, 2049
(“Payment Dates”), in the amounts and from the sources set forth in Section 3 herein. Payments
will be applied first to accrued interest, and then to unpaid principal.
Payments are payable by mail to the address of the Owner or any 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. Interest at the rate stated herein will accrue on the unpaid principal,
commencing on the date of original issue. Interest will be computed on the basis of a year of 360
days and charged for actual days principal is unpaid.
3. Available Tax Increment. Payments on this Note are payable on each Payment
Date in the amount of and solely payable from “Available Tax Increment,” which will mean, on
each Payment Date, 95 percent of the Tax Increment attributable to the Redevelopment Property
(defined in the Agreement) and paid to the Authority by Dakota County in the six months
preceding the Payment Date, all as the terms are defined in the Contract for Private Redevelopment
between the Authority and Owner dated as of ______________, 2020 (the “Agreement”).
Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is
an uncured Event of Default by the Owner under the Agreement.
F-3
631556v2RS230-64
The Authority will have no obligation to pay principal of 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 will not
constitute a default hereunder as long as the Authority pays principal and interest hereon to the
extent of Available Tax Increment. The Authority will have no obligation to pay unpaid balance
of principal or accrued interest that may remain after the final Payment on February 1, 2049.
4. Optional 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 will affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
5. Termination. At the Authority’s option, this Note will terminate and the
Authority’s obligation to make any payments under this Note will be discharged upon the
occurrence of an Event of Default on the part of the Redeveloper as defined in Section 8.1 of the
Agreement, but only if the Event of Default has not been cured in accordance with Section 8.2 of
the Agreement.
6. Nature of Obligation. This Note is a single note in the total principal amount of
$3,400,000 issued to aid in financing certain public redevelopment costs and administrative costs
of a Redevelopment Project undertaken by the Authority pursuant to Minnesota Statutes, Sections
469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the
“Resolution”) duly adopted by the Authority on ______________, 202_, and pursuant to and in
full conformity with the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of the
Authority which is payable solely from Available Tax Increment pledged to the payment hereof
under the Resolution. This Note and the interest hereon will not be deemed to constitute a general
obligation of the State of Minnesota or any political subdivision thereof, including, without
limitation, the Authority or the city of Rosemount. Neither the State of Minnesota, nor any
political subdivision thereof will 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. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
the Authority or its financial advisors in connection with the TIF District or the Agreement are for
the benefit of the Authority, and are not intended as representations on which the Owner may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF
AND INTEREST ON THIS NOTE.
8. Registration and Transfer. This Note is issuable only as a fully registered note
without coupons. As provided in the Resolution, and subject to certain limitations set forth therein,
this Note is transferable upon the books of the Authority kept for that purpose at the principal
office of the Executive Director of the Authority as Registrar, by the Owner hereof in person or by
the Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written
F-4
631556v2RS230-64
instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon the 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 the 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 dates.
This Note will not be transferred to any person other than an affiliate, or other related entity,
of the Owner unless the Authority has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the
transferor, in a form satisfactory to the Authority, that the transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws. Notwithstanding
the foregoing, Owner may grant, pledge and assign to its lender, to secure full payment and
performance of its obligations under the loan, all of Owner’s right, title and interest in and to this
Note.
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 Rosemount Port 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.
ROSEMOUNT PORT AUTHORITY
By:
By:
F-5
631556v2RS230-64
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the Executive Director of the Authority, in the name of the person last listed below.
Date of Registration
Registered Owner
Signature of the Authority Executive
Director
_____________________
_____________________
_____________________
_____________________
Federal Tax ID #_________
[End of Form of Note]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note will be issued as a single typewritten note
numbered R-1.
The Note will be issuable only in fully registered form. Principal of and interest on the
Note will be payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the Note will 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 the day is a business day.
3.03. Registration. The Authority hereby appoints the Executive Director to perform the
functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration
and the rights and duties of the Authority and the Registrar with respect thereto will be as follows:
(a) Register. The Registrar will keep at her office a bond register in which the Registrar
will 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 will 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. Notwithstanding the foregoing, the Note will not be
transferred except (1) to any person other than an affiliate, or other related entity, of the Owner
unless the Authority has been provided with an investment letter in a form substantially similar to
the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory
to the Authority, that the transfer is exempt from registration and prospectus delivery requirements
F-6
631556v2RS230-64
of federal and applicable state securities laws, or (2) to the note holder’s construction lender to
secure full payment and performance of its obligations under the loan. The Registrar may close
the books for registration of any transfer after the fifteenth day of the month preceding each
Payment Date and until the Payment Date. The Owner may assign the TIF Note to a lender that
provides all or part of the financing for the acquisition of the Redevelopment Property or the
construction of the Minimum Improvements.
(c) Cancellation. The Note surrendered upon any transfer will 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 she is satisfied that the endorsement
on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no
liability for her refusal, in good faith, to make transfers which she, in her 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 is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Note and for all other purposes, and all the payments so
made to any registered owner or upon the owner’s order will be valid and effectual to satisfy and
discharge the liability of the Authority upon the 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 the transfer or exchange.
(g) Mutilated, Lost, Stolen or Destroyed Note. In case the Note becomes mutilated or
is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, maturity dates
and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu
of and in substitution for the 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 the 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 will be named as obligees. The Note so surrendered to the Registrar
will be cancelled by her and evidence of the cancellation will 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 will not be necessary to issue a new Note prior to payment.
3.04. Preparation and Delivery. The Note will be prepared under the direction of the
Executive Director and will be executed on behalf of the Authority by the signatures of its
President and Executive Director. In case any officer whose signature appears on the Note ceases
to be the officer before the delivery of the Note, the signature will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery. When
the Note has been so executed, it will be delivered by the Authority to the Owner following the
delivery of the necessary items delineated in Section 3.3 of the Agreement.
F-7
631556v2RS230-64
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 the Note. Available Tax Increment
will 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 Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal
thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains
unpaid, the Authority will 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 will be transferred to the Authority’s account for the TIF
District upon the payment of all principal and interest to be paid with respect 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 the 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 the certified copies, certificates, and affidavits, including any heretofore furnished, will be
deemed representations of the Authority as to the facts recited therein.
Section 6. Effective Date. This resolution will be effective upon full execution of the
Agreement.
Adopted by the board of commissioners of the Rosemount Port Authority, this ____ day of
________, 202_.
President
Executive Director
G-1
631556v2RS230-64
EXHIBIT G TO
REDEVELOPMENT AGREEMENT
FORM OF INVESTMENT LETTER
To the Rosemount Port Authority (“Authority”)
Attention: Executive Director
Dated: __________________, 202_
Re: $3,400,000 Tax Increment Revenue Note (__________________ Project, KenRose TIF
District)
The undersigned, as Purchaser of $3,400,000 in principal amount of the above-captioned Tax
Increment Revenue Note (the “Note”), approved by the Board of Commissioners of the Rosemount
Port Authority on ______________, 202_, hereby represents to you and to Kennedy & Graven,
Chartered, Minneapolis, Minnesota, as legal counsel to the Authority, as follows:
1. We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Contract for Private Redevelopment by and between the Authority and the
Purchaser dated __________________, 2020 (the “Agreement”).
2. The Note is payable as to principal and interest solely from Available Tax Increment
pledged to the Note, as defined therein.
3. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits
of the investment represented by the purchase of the above-stated principal amount of the Note.
4. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering document or disclosure containing material information with respect to the
Authority and the Note has been issued or prepared by the Authority, and that, in due diligence, we
have made our own inquiry and analysis with respect to the Authority, the Note and the security
therefor, and other material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to information,
including financial statements and other financial information, to which a reasonable investor would
attach significance in making investment decisions, and we have had the opportunity to ask questions
and receive answers from knowledgeable individuals concerning the Authority, the Note and the
security therefor, and that as reasonable investors we have been able to make our decision to purchase
the above-stated principal amount of the Note.
6. We have been informed that the Note (i) is not being registered or otherwise qualified
for sale under the “Blue Sky” laws and regulations of any state, or under federal securities laws or
G-2
631556v2RS230-64
regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no
rating from any rating service.
7. We acknowledge that the Authority and Kennedy & Graven, Chartered, as legal
counsel to the Authority, have not made any representations or warranties as to the status of interest
on the Note for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own account and not for
resale or other distribution thereof, except to the extent otherwise provided in the Note or as otherwise
approved in writing by the Authority.
9. All capitalized terms used herein have the meaning provided in the Agreement unless
the context clearly requires otherwise.
10. The Purchaser’s federal tax identification number is ______________________.
11. We acknowledge receipt of the Note on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date
and year first written above.
PURCHASER
By:
Its:
By:
Its:
1,196 ft²
Unit C2
RETAIL
POOL
18'X40'
784 ft²
Unit A1 PLNTR.PLNTR.PLNTR.PLNTR.784 ft²
Unit A1
Stair
576 ft²
Unit S1
1,171 ft²
Unit C3
1,171 ft²
Unit C3
576 ft²
Unit S1
1,171 ft²
Unit C3
576 ft²
Unit S1
Stair
1,171 ft²
Unit C3
752 ft²
Unit A2
441 ft²
Storage
127 ft²
Rest.
111 ft²
Mech.
99 ft²
Janitor
127 ft²
Trash
963 ft²
Fitness
284 ft²
Group Fitness
SD_500
1
1,193 ft²
Unit C1
SD_500 2
SD_500
3
SD_5005
Guardrail @ 40"
Retaining Wall
Corridor1,047 ft²
Community
Room
226 ft²
Core
Outdoor
Fitness
SD_500 4
Dog Run
784 ft²
Unit A1
784 ft²
Unit A1
576 ft²
Unit S2
SD_5006
576 ft²
Unit S1
Stair
784 ft²
Unit A1
784 ft²
Unit A1
784 ft²
Unit A1
1,068 ft²
Unit C4 784 ft²
Unit A1
1,196 ft²
Unit C2
1,196 ft²
Unit C2
Corridor
659 ft²
Unit S3
709 ft²
Unit S4
659 ft²
Unit S3
965 ft²
Unit B1
112 ft²
Trash
780 ft²
Lobby
780 ft²
Offices
659 ft²
Unit S3
564 ft²
Unit S5
Bag
Toss
21'-11 5/16"24'-9 7/16"21'-11 5/16"
68'-8"122'-8"23'-5 3/8"12'-2 5/8"13'-9 3/8"12'-2 5/8"37'-11 3/8"23'-0 5/8"31'-5 3/8"25'-0"50'-8"12'-2 5/8"13'-9 3/8"12'-2 5/8"13'-9 3/8"12'-2 5/8"13'-9 3/8"12'-2 5/8"36'-7 3/8"
233'-11 3/8"23'-0 5/8"99'-7 3/8"122'-8"19'-6"29'-8"19'-6"
68'-8"23'-0 5/8"38'-11 3/8"62'-0"55'-7 15/16"23'-0 5/8"38'-11 3/8"62'-0"19'-6"29'-8"19'-6"
68'-8"23'-0 5/8"38'-11 3/8"62'-0"21'-11 5/16"99'-8 3/16"
121'-7 7/16"23'-0 5/8"51'-11 3/8"12'-2 5/8"13'-9 3/8"12'-2 5/8"51'-0 3/4"23'-0 5/8"187'-4"185'-9"
kaas wilson architects
SCALE - 1/16" = 1'-0"
The Morrison - Rosemount MNLevel 1
SD_310 12/16/19 19064
1/16" = 1'-0"1 Level 1
kaas wilson architects
The Morrison - Rosemount MNArchitectural Site Plan
SD_100 12/16/19 19064
1/32" = 1'-0"1 Architectural Site Plan
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