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Home My WebLink About4.c. Downtown Redevelopment Contract for Private Redevelopment by and between Rosemount Port Authority and Morrison LLCEXECUTIVE SUMMARY Port Authority Meeting Date: February 4, 2020 AGENDA ITEM: Downtown Redevelopment-Contract for Private Redevelopment by and between Rosemount Port Authority and Morrison Partners, LLC. AGENDA SECTION: Old Business PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 4.c. ATTACHMENTS: Development Contract APPROVED BY: LJM RECOMMENDED ACTION: Motion to Approve the Development Contract for Private Redevelopment by and between Rosemount Port Authority and Morrison Partners, LLC. 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 Financing (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 Morrison Partners, LLC will acquire the necessary 13 parcels, 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 Morrison Partners, LLC 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 first phase of 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 12/31/2022 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. On the January 21, 2020, Port Authority meeting, a draft Development Contract was presented for discussion. The discussed modifications regarding the potential lawsuit liability has been modified to reflect the 25/75% split and the timing of the note issuance. There is one modification to the Contract from that previously reviewed. The document notes that if there are grants received associated with land acquisition or any other activity excepting abatement and demolition which totals $1,000,000; the $600,000 payment will be reduced by the grant amount. The contract notes that there are numerous plan attachments they will be added in the original but for brevity are not included. They are the same plans as found in the planning section of the Port’s discussion. RECOMMENDATION Approve the Contract. 631556v2RS230-64 DRAFT January 30, 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 i 631556v2RS230-64 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 Costs ....................................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 ..................................................................................................................10 Section 3.5. No Business Subsidy..............................................................................................10 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements .............................................................10 Section 4.2. Preliminary and Construction Plans.......................................................................10 Section 4.3. Commencement and Completion of Construction .................................................11 Section 4.4. Certificate of Completion ......................................................................................11 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 ......................................................................................................................13 Section 6.2. Assessment Agreement ..........................................................................................14 ii 631556v2RS230-64 Section 6.3. Right to Collect Delinquent Taxes .........................................................................14 Section 6.4. Use of Tax Increment.............................................................................................15 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............................................................................................17 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 ............................................................................................18 Section 9.5. Counterparts ...........................................................................................................18 Section 9.6. Disclaimer of Relationships ...................................................................................18 Section 9.7. Amendment ............................................................................................................19 Section 9.8. Recording ...............................................................................................................19 Section 9.9. Indemnity ...............................................................................................................19 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 1 631556v2RS230-64 CONTRACT FOR PRIVATE REDEVELOPMENT This Contract for Private Redevelopment (the “Agreement”) is made this 4th day of February, 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 February 4, 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: 2 631556v2RS230-64 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. 3 631556v2RS230-64 “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 for the Residential Minimum Improvements 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 February 4, 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 4 631556v2RS230-64 the Redeveloper and upon which the Retail Minimum Improvements will be constructed. The 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. With respect to the Residential Minimum Improvements, a Certification of Completion may be issued for each of the two phases at the request of the Redeveloper. “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 February 4, 2020, and the City on February 4, 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; 5 631556v2RS230-64 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 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. 6 631556v2RS230-64 (c) The activities of the Authority authorized herein are undertaken to facilitate the redevelopment of the Redevelopment Project Area. (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 7 631556v2RS230-64 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. (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 $13,000, 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 Costs. (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 8 631556v2RS230-64 intended by the Redeveloper. The failure by Redeveloper to close on the purchase of all of the Redevelopment Property by December 31, 2023 shall result in termination of the Note, if it has been issued, and 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 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. Notwithstanding anything herein to the contrary, any grants received by the Redeveloper or for the benefit of the Residential Minimum Improvements for acquisition of the Residential Property will be deducted from the $600,000 to be paid by the Authority. 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 or such lesser amount 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 eminent 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. If the Authority is sued or any demand is made by any party regarding a claim for services or benefits arising out of the relocation or displacement of any person from the Redevelopment Property as a result of its acquisition by the Redeveloper or implementation of this Agreement, the Redeveloper agrees to reimburse the Authority for 25 percent of all damages, losses, costs or expenses, including reasonable attorneys’ fees incurred in defense of such matter, 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. Under no circumstance will the principal amount of the Note exceed the amount expended by the Redeveloper for the Qualifying Costs. 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. 9 631556v2RS230-64 (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. If a grant is received by the Redeveloper or for the benefit of the Residential Minimum Improvements for acquisition of the Residential Property after payment by the Authority of the $600,000 provided for in Section 3.1(b) and the Redeveloper has not reimbursed the Authority an amount equal to the grant at the time of issuance of the Note, the principal amount of the Note will be reduced by the amount of the grant. (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 at least the first phase of the Residential Minimum Improvements and the Authority has issued the Certificate of Completion for that phase; (d) The Redeveloper has submitted evidence, including paid receipts and lien waivers, that it has expended for the Qualifying Costs an amount no less than the principal amount of the Note; (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 reimbursed the Authority for its portion of relocation damages or costs, if any, pursuant to Section 3.1(c) hereof; (g) The Redeveloper has submitted the Investment Letter; and (h) There has been no Event of Default on the part of the Redeveloper which has not been cured. 10 631556v2RS230-64 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 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 11 631556v2RS230-64 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 both phases of 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 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. If requested by the Redeveloper, the Authority will issue a Certificate of Completion for each phase of the Residential Minimum Improvements. (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 12 631556v2RS230-64 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. 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 13 631556v2RS230-64 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 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; 14 631556v2RS230-64 (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 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 15 631556v2RS230-64 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. 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 all of the Redevelopment Property in accordance with Article III of this Agreement, include the date thereof; 16 631556v2RS230-64 (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; (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; (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 reimburse the Authority for any claims or damages regarding relocation services or benefits or costs and disbursements related thereto, including attorneys’ fees, 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; 17 631556v2RS230-64 (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 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. 18 631556v2RS230-64 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 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. 19 631556v2RS230-64 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. 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. ******************* 20 631556v2RS230-64 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 21 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 Lot 1, Block 1, The Morrison, Dakota County, Minnesota B-1 631556v2RS230-64 EXHIBIT B TO REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF RETAIL REDEVELOPMENT PROPERTY Lot 1, Block 1, The Morrison, Dakota County, Minnesota C-1 631556v2RS230-64 EXHIBIT C TO REDEVELOPMENT AGREEMENT LIST OF PRELIMINARY PLAN DOCUMENTS C0.0 Title Sheet V1.0 Site Survey C1.0 Removals Plan C2.0 Site Plan C2.1 Site Plan Interim Condition C3.0 Grading Plan C4.0 Utility Plan C5.0 Civil Details C5.1 Civil Details C5.2 Civil Details L1.0 Landscape Plan L1.1 Landscape Plan Notes and Details SW1.0 SWPPP – Existing Conditions SW1.1 SWPPP – Proposed Conditions SW1.2 SWPPP – Details SW1.3 SWPPP – Narrative SW1.4 SWPPP – Attachments SW1.5 SWPPP – Attachments 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: