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Home My WebLink About6.h. Approval of a Tax Increment Financing Agreement and Approval of the City Interfund Loan Resolution EXECUTIVE SUMMARY City Council Meeting Date: October 5, 2021 AGENDA ITEM: Approval of a Tax Increment Financing Agreement and Approval of the City Interfund Loan Resolution AGENDA SECTION: Consent PREPARED BY: Eric Van Oss, Economic Development Coordinator AGENDA NO. 6.h. ATTACHMENTS: Resolution, TIF Agreement APPROVED BY: LJM RECOMMENDED ACTION: 1: Motion to Approve the Tax Increment Financing Agreement for the Osprey TIF District. 2: Motion to Approve a Resolution Approving the City Interfund Loan Resolution BACKGROUND As the Council is aware, staff has been working with representatives from Seefried Development on an industrial logistics facility in the Business Park. The developer is working on land acquisition, environmental assessment, and site planning issues. The City has been working with municipal financial consultant, Rebecca Kurtz, of Ehlers to assist in potential public financial assistance to facilitate the development project. On May 18, 2021, the final TIF Plan was made available and presented to the Port Authority and City Council by Ms. Kurtz. Additionally, the City Council held a public hearing on the TIF Plan, which resulted in no public comments. On May 18, 2021 the Port Authority and City Council approved a resolution adopting a modification to the development program for Development District No. 1. This action resulted in the establishment of the Osprey Tax Increment Financing District. City staff has been working with representatives from Seefried on the TIF Agreement. This document has been finalized and reviewed by the City Attorney. The final action needed is for the City Council to approve the TIF Agreement. Additionally, the City Council is being asked to consider an interfund loan resolution, which allows the City to reimburse itself for any expenses. The City has determined to pay for certain costs identified in the TIF Plan consisting of land acquisition, site improvements/preparation, other qualifying improvements, interest and administrative costs referred to as "Qualified Costs.” The City intends to reimburse itself for the Qualified Costs from tax increment derived from the TIF District in accordance with the terms of the Interfund Loan Resolution. The last time the City approved a TIF District was in 2020, when the City modified the Downtown- Brockway Tax Increment Financing District to the KenRose District associated with the Morrison Development. The City also approved a new TIF District in 2004 when the City modified the Redevelopment Plan for the Rosemount Redevelopment Project and established the Downtown- Brockway Tax Increment Financing District. In November 2013, the Redevelopment Plan and TIF District were modified to include some parcels not initially included in the 2004 area. The actions on May 18th, 2021 again modified the Redevelopment Plan and established a new Osprey TIF District. 2 Staff concludes that the Osprey TIF Plan conforms to the development strategy for the Business Park and the City’s 2040 Comprehensive Plan. Staff is recommending approval of the final negotiated TIF Agreement and resolution. RECOMMENDATION Motion to approve the TIF Agreement and the City Interfund Loan Resolution. COUNTY OF DAKOTA STATE OF MINNESOTA RESOLUTION NO. 2021 – 83 RESOLUTION AUTHORIZING INTERFUND LOAN FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH THE OSPREY TAX INCREMENT FINANCING DISTRICT BE IT RESOLVED by the City Council of the City of Rosemount, Minnesota (the “City”) as follows: Section 1. Background 1.01. The City has established the Osprey Tax Increment Financing District (the “TIF District”), pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”). 1.02. The City may incur certain costs related to the TIF District prior to such time as tax increment may be available to pay for such costs. 1.03. The City has determined to pay for certain public infrastructure improvement and other costs related to the TIF District (the “Qualified Costs”), which costs will be financed on a temporary basis from City funds available for such purposes in order to finance expenditures that are eligible to be paid with tax increments under the TIF Act. 1.04. Under Section 469.178, subdivision 7 of the TIF Act, the City is authorized to advance or loan money from the City’s general fund or any other fund from which such advances may be legally authorized in order to finance the Qualified Costs. 1.05. The City will loan funds from its Utility Enterprise Funds, or any other fund designated by the City, to finance the Qualified Costs (the “Interfund Loan”) in accordance with the terms of this resolution. Section 2. Interfund Loan Authorized 2.01. The City hereby authorizes the advance of up to $1,800,000 from the Utility Enterprise Funds or other funds or so much thereof as may be paid as Qualified Costs. The City shall reimburse itself for such advances together with interest at the rate stated below. Interest accrues on the principal amount from the date of each advance. The maximum rate of interest permitted to be charged is limited to the greater of the rates specified under Minnesota Statutes, Section 270C.40 and Section 549.09 as of the date the loan or advance is authorized, unless the written agreement states that the maximum interest rate will fluctuate as the interest rates specified under Minnesota Statutes, Section 270C.40 or Section 549.09 are from time to time adjusted. The interest rate shall be 4.0% and will not fluctuate. 2.02. Principal and interest (the “Payments”) on the Interfund Loan shall be paid semiannually on each February 1 and August 1 (each a “Payment Date”), commencing on the first Payment Date on which the City has Available Tax Increment (defined below), or on any other dates determined by the City Manager, through the date of last receipt of tax increment from the TIF District. 2.03. Payments on this Interfund Loan are payable solely from “Available Tax Increment,” which shall mean, on each Payment Date, tax increment available after other obligations have been paid, or as determined by the City Manager, generated in the preceding six (6) months with respect to the property within the TIF District and remitted to the City by Dakota County, Minnesota, all in accordance with the TIF Act. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments on this Interfund Loan may be subordinated to any outstanding or future bonds or notes issued by the City and secured in whole or in part with Available Tax Increment. 2.04. The principal sum and all accrued interest payable under this Interfund Loan are prepayable in whole or in part at any time by the City without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Interfund Loan. 2.05. This Interfund Loan is evidence of an internal borrowing by the City in accordance with Section 469.178, subdivision 7 of the TIF Act, and is a limited obligation payable solely from Available Tax Increment pledged to the payment hereof under this resolution. This Interfund Loan and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Interfund Loan 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 Interfund Loan or other costs incident hereto. The City shall have no obligation to pay any principal amount of the Interfund Loan or accrued interest thereon which may remain unpaid after the final Payment Date. 2.06. The City may at any time make a determination to forgive the outstanding principal amount and accrued interest on the Interfund Loan to the extent permissible under law. 2.07. The City may from time to time amend the terms of this resolution to the extent permitted by law, including without limitation amendment to the payment schedule and the interest rate; provided, however, that the interest rate may not be increased above the maximum specified in Section 469.178, subdivision 7 of the TIF Act. 2.08. City officials and consultants are hereby authorized and directed to execute any documents or take any actions necessary or convenient to carry out the intent of this resolution. Section 3. Effective Date. This resolution is effective upon approval. Adopted by the City Council of the City of Rosemount, Minnesota, this 5th day of October, 2021. Mayor ATTEST: Erin Fasbender, City Clerk RS220-419-714962.v6 EXECUTION COPY CONTRACT FOR PRIVATE DEVELOPMENT BY AND BETWEEN CITY OF ROSEMOUNT, MINNESOTA AND SEEFRIED PSO ROSEMOUNT, LLC This document was drafted by: KENNEDY & GRAVEN, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 i RS220-419-714962.v6 TABLE OF CONTENTS Page PARTIES AND RECITALS ....................................................................................................... 1 ARTICLE I Definitions Section 1.1 Definitions ........................................................................................................... 1 Section 1.2 Exhibits................................................................................................................ 4 Section 1.3 Rules of Interpretation.......................................................................................... 4 ARTICLE II Representations and Warranties Section 2.1. Representations by the City .................................................................................. 5 Section 2.2. Representations and Warranties by t he Developer ................................................ 5 ARTICLE III Acquisit ion of Property Section 3.1. Acquisition of the Property .................................................................................. 6 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements ............................................................. 7 Section 4.2. Preliminary and Construction Plans ...................................................................... 7 Section 4.3. Commencement and Completion of Construction................................................. 7 Section 4.4. Certificate of Substantial Completion and Release of Forfeiture .......................... 8 Section 4.5. Restrictions on Use; Land Use Approvals ............................................................ 8 Section 4.6. Reconstruction of Minimum Improvements ......................................................... 8 Section 4.7. Additional City Approvals and Permits ................................................................ 8 ARTICLE V Financial Assistance Section 5.1. Construction of Road Improvements .................................................................... 9 Section 5.2. Issuance of Pay-As-You-Go Note ........................................................................ 9 Section 5.3. Conditions Precedent to Financial Assistance ....................................................... 9 ii RS220-419-714962.v6 ARTICLE VI Insurance Section 6.1. Required Insurance ............................................................................................ 10 Section 6.2. Evidence of Insurance ........................................................................................ 10 ARTICLE VII Business Subsidy Act Requirements Section 7.1. Compliance with Bus iness Subsidy Provisions ................................................... 11 Section 7.2. Job and Wage Goals; Qualified Facility ............................................................. 12 Section 7.3. Remedies ........................................................................................................... 12 Section 7.4. Reports .............................................................................................................. 13 ARTICLE VIII Use of Tax Increment; Collection of Taxes; Assessment Agreement Section 8.1. Use of Tax Increment ......................................................................................... 13 Section 8.2. Right to Collect Delinquent Taxes ...................................................................... 13 Section 8.3. Taxes; Minimum Market Value .......................................................................... 14 Section 8.4. Assessment Agreement ...................................................................................... 14 Section 8.5. Restrictions on Use in Economic Development TIF District ............................... 15 ARTICLE IX Restrictions on Sale or Encumbrance of Minimum Improvements; Assignment Section 9.1. Sale of Minimum Improvements ........................................................................ 16 Section 9.2. Limitation Upon Encumbrance of Property ........................................................ 16 ARTICLE X Events of Default Section 10.1. Events of Default Defined .................................................................................. 17 Section 10.2. Remedies on Default .......................................................................................... 18 Section 10.3. No Remedy Exclusive ........................................................................................ 18 Section 10.4. No Additional Waiver Implied by One Waiver ................................................... 18 ARTICLE XI Additional Provisions Section 11.1. Conflict of Interests; City Representatives Not Individually Liable .................... 19 Section 11.2. Release and Indemnification Covenants ............................................................. 19 Section 11.3. Titles of Articles and Sections ............................................................................ 20 Section 11.4. Notices and Demands ......................................................................................... 20 Section 11.5. Counterparts....................................................................................................... 20 Section 11.6. Recording .......................................................................................................... 20 iii RS220-419-714962.v6 Section 11.7. Attorney Fees ..................................................................................................... 20 Section 11.8. Governing Law; Venue ...................................................................................... 20 Section 11.9. Disclaimer of Relationship ................................................................................. 21 Section 11.10. Entire Agreement ............................................................................................... 21 ACKNOWLEDGMENT SIGNATURES EXHIBIT A Legal Description of the Property EXHIBIT B List of Preliminary Plans EXHIBIT C Form of Certificate of Substantial Completion and Release of Forfeiture EXHIBIT D Form of Authorizing Resolution EXHIBIT E Form of Investment Letter EXHIBIT F Form of Assessment Agreement EXHIBIT G Form of Notice and Assignment 1 RS220-419-714962.v6 CONTRACT FOR PRIVATE DEVELOPMENT THIS CONTRACT FOR PRIVATE DEVELOPMENT (the “Agreement”) is made as of the _______ day of __________, 2021, by and between the city of Rosemount, a municipal corporation under the laws of Minnesota, having its principal office at 2875 145th Street W., Rosemount, Minnesota 55068-4941 (the “City”), and Seefried PSO Rosemount, LLC, a Delaware limited liability company (the “Developer”). RECITALS WHEREAS, on May 18, 2021, the City modified the development district program (the “Program”) for Development District No. 1 (the “Development District”); and WHEREAS , on May 18, 2021, the City approved a tax increment financing plan (the “TIF Plan”) for the Osprey Tax Increment Financing District , an economic development tax increment financing district, (the “TIF District”), pursuant to Minnesota Statutes, sections 469.174 to 469.179; and WHEREAS, in order to achieve the objectives of the modified Program and the TIF Plan, the City is prepared to offer certain financial assistance to the Developer in order to bring about development of a warehouse/distribution facility on the Property in accordance with this Agreement; and WHEREAS, the City 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 wit h the public purposes and provisions of the applicable State and local laws and requirements under which the Development District and TIF District have been established. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the City and the Developer, each party does hereby represent, covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. This Agreement, unless a different meaning clearly appears from the context: “Administrative Expenses” means the costs incurred by the City associated with modifying the Development District and establishing and administering the TIF District, including the drafting and negotiating of this Agreement, as permitted by the TIF Act. “Agreement” means this Contract for Private Development, as the same may be from time to time modified, amended, or supplemented. 2 RS220-419-714962.v6 “Assessment Agreement” means the assessment agreement regarding the Minimum Market Value of the Property and Minimum Improvements in the general form attached hereto as Exhibit F. “Assessor” means the assessor for Dakota County, Minnesota or any other assessor legally responsible for assessment of the Property and the Minimum Improvements for real estate tax purposes. “Authorizing Resolution” means the resolution, in substantially the form attached hereto as Exhibit D, and which the City agrees to adopt upon satisfaction of the conditions precedent specified in section 5.3 of this Agreement. “Available Tax Increment” means, initially, 25 percent of the Tax Increment paid to the City by the County with respect to the Property and the Minimum Improvements. At such time as the City shall have been fully repaid for all its costs related to the Road Improvements, then from that date, “Available Tax Increment” shall mean 90 percent of the Tax Increment paid to the City by the County with respect to the Property and the Minimum Improvements. “Business Subsidy Act” means Minnesota Statutes, sections 116J.993 through 116J.995, as amended. “Certificate of Substantial Completion and Release of Forfeiture” means the certificate, in the general form attached hereto as Exhibit C, which will be provided to the Developer upon completion of the Minimum Improvements. “City” means the city of Rosemount, Minnesota. “City Approvals” means, collectively, the land use approvals which have been or will be granted by the City prior to constructing the Minimum Improvements. “Construction Plans” means, collectively, the plans, drawings and specifications for the Minimum Improvements which are consistent with the Preliminary Plans and submitted by the Developer pursuant to Article IV of this Agreement. “County” means Dakota County, Minnesota. “Developer” means Seefried PSO Rosemount, LLC, a Delaware limited liability company. “Development District” means the Cit y’s Development District No. 1. “Development District Program” or “Program” means the plan for development and redevelopment of Development District No. 1, as modified. “Event of Default” means an action by the Developer listed in Article X of this Agreement. 3 RS220-419-714962.v6 “Financial Assistance” means the financial assistance offered to the Developer by the City through issuance of the Note and construction of the Road Improvements. “Interfund Loan” means the interfund loan in the amount of $1,800,000 approved by the City on October 4, 2021 pursuant to section 469.178, subd. 7 of the TIF Act. “Investment Letter” has the definition found in Exhibit D hereto. “Material Change” means a change in the Construction Plans which will adversely affect the generation of Tax Increment attributable to the Minimum Improvements or which requires revised or additional City Approvals. “Maturity Date” means the date the Note has been paid in full or terminated, whichever is earlier. “Minimum Improvements” means the construction on the Property of a facility which includes a 415,000 square foot warehouse. After completion of the Minimum Improvements, the term shall mean the Property as improved by the Minimum Improvements. “Minimum Market Value” means the minimum market value of the Property and the Minimum Improvements of $20,000,000 as of January 2, 2023 for taxes payable beginning in 2024 until the Termination Date. “Note” means the taxable Tax Increment Revenue Note, in substant ially the form set forth in the Authorizing Resolution, to be delivered by the City to the Developer as reimbursement for the Qualifying Costs. “Plat” means the plat of JJT Business Park 2nd Addition, Dakota County, Minnesota. “Preliminary Plans” means, collectively, the plans, drawings, and specifications for the Minimum Improvements which are listed on Exhibit B attached hereto. “Pr operty” means the real property described in Exhibit A attached hereto. “Qualifying Costs” means $670,996.32, which is the cost of the additional land purchased by the Developer and deeded to the City for construction of the Road Improvement s and possible future public purposes. “Road Improvements” means the extension of Boulder Avenue from its current terminus south and west to an intersection with South Robert Trail (T.H. 3). “State” means the state of Minnesota. “Substantial Completion” means completion of the Minimum Improvements to a degree allowing issuance of a certificate of occupancy by the City’s building official. 4 RS220-419-714962.v6 “Tax Increment” means that portion of the real property taxes paid to the County with respect to the Property and the Minimum Improvements and which is remitted to the City as tax increment pursuant to the TIF Act prior to the Termination Date. “Tax Increment Financing Act” or “TIF Act” means the Tax Increment Financing Act, Minnesota Statutes, sections 469.174 to 469.179, as amended. “Tax Increment District” or “TIF District” means the City’s Osprey Tax Increment Financing District , an economic development tax increment financing district . “Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for the Osprey Tax Increment Financing District, adopted by the City on May 18, 2021, as it may be amended from time to time. “Tax Official” means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal court. “Termination Date” means the date the TIF District terminates, which will be i) after eight years after receipt of the first Tax Increment pursuant to section 469.176, subdivision 1b, paragraph (a), clause (3); ii) when the TIF District is terminated due to a violation of the TIF Act; or iii) when full payment of the Note and reimbursement of the City’s costs of the Road Improvements has occurred, whichever occurs first . “Unavoidable Delays” means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, State or local governmental unit (other than the City in exercising its rights under this Agreement) which directly result 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 the Property Exhibit B. List of Preliminary Plans Exhibit C. Form of Certificate of Substantial Completion and Release of Forfeiture Exhibit D. Form of Authorizing Resolution Exhibit E. Form of Investment Letter Exhibit F. Form of Assessment Agreement Exhibit G. Form of Notice and Assignment Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. 5 RS220-419-714962.v6 (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 City. The City makes the following representations as the basis for the undertaking on its part herein contained: (a) The City is a municipal corporation under the laws of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (b) The individuals executing this Agreement and related documents on behalf of the City have the authority to do so and bind the City by their actions. (c) The activities of the City authorized herein are undertaken to facilitate the development of land within the Development District and the TIF District. (d) The TIF District is an economic development tax increment financing district within the meaning of the TIF Act and is subject to the limitations on use specified in section 469.176, subd. 4c of the TIF Act . Section 2.2. Representations and Warranties by the Developer. The Developer represents and warrants that: (a) The Developer is a Delaware limited liability company in good standing and has the power to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements on behalf of the Developer have the authority to bind the Developer by their actions. (c) The Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer or the City on the Property or in the Development District may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause the De veloper to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure. 6 RS220-419-714962.v6 (d) 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 document or other restriction of the Developer or any evidence of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it is bound, or to which it will be bound to finance construction of the Minimum Improvements or constitutes a default under any of the foregoing. (e) The Developer is not ineligible under the Business Subsidy Act to receive the business subsidy provided for in this Agreement. (f) The Developer will construct, operate, use and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Program, the TIF Plan, the Property Deed, all local, State and federal laws and regulations including, but not limited to, environmental, zoning, building code, public health laws and regulations, and, through the Termination Date, the provisions of section 469.176, subd. 4c of the TIF Act regarding allowable uses within economic development TIF districts. (g) The Developer has analyzed the economics of the project and has determined that acquisition of all of the Property and construction of the Minimum Improvements described in this Agreement would not occur but for the tax increment financing assistance being provided hereunder. (h) The Developer did not obtain a building permit for any portion of the Minimum Improvements or for any other improvements on the Property before the date of approval of the TIF Plan by the City. (i) The Developer will apply for and use all reasonable efforts to obtain in a timely manner all per mits, licenses and approvals required by the City and will meet requirements of all applicable City, State and other laws and regulations which must be met before the Minimum Improvements may be lawfully constructed and used for their intended purpose. (j) The Developer shall promptly advise the City in writing of all litigation or claims affecting any part of the Property or the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Property or the Minimum Improvements or materially affecting the Developer or its business which may delay or require changes in construction of the Minimum Improvements. ARTICLE III Acquisition of Property Section 3.1. Acquisition of the Property. The Developer has entered into a purchase agreement regarding the Property and agrees to close on the transaction and obtain fee title and possession of the Property by no later than December 1, 2021. 7 RS220-419-714962.v6 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Property in accordance with the Construction Plans and at all times prior to the Termination Date will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept in good repair and condition. The Developer recognizes that it is because the Developer has agreed to construct the Minimum Improvements that the City is willing to offer the assistance outlined in this Agreement. The Developer 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 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 Developer has submitted and the City has approved the Preliminary Plans. After execution of this Agreement, but at least 30 days prior to construction, the Developer shall submit dated Construction Plans to the City. 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 City will approve the Construction Plans if they (1) conform to the Preliminary Plans; (2) conform to all applicable federal, State and City 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 Developer. No approval by the City shall relieve the Developer of the obligation to comply with the terms of this Agreement, the terms of any applicable federal, State and City laws, ordinances, rules and regulations in the construction of the Minimum Improvements. No approval by the City shall constitute a waiver of an Event of Default. (b) If the Developer desires to make any change in the Construction Plans after their approval by the City, including any change to the design or materials of the Minimum Improvements or any other change which would also require review or reapproval under any applicable code, ordinance or regulation, the Developer shall submit the proposed change to the City for its approval. If the proposed change conforms to the requirements of this section 4.2 with respect to the original Construction Plans or is otherwise acceptable to the City, the City shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the City unless rejected, in whole or in part, by written notice by the City to the Developer setting forth in detail the reasons therefor. Such rejection s hall be made within 10 days after receipt of the written notice of such change from the Developer. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements by no later than December 31, 2021. Subject to Unavoidable Delays, the Developer shall have achieved Substantial Completion of the Minimum Improvements by no later than December 31, 2022. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Property shall be in conformity with the Construction Plans. The Developer shall make such reports 8 RS220-419-714962.v6 to the City regarding construction of the Minimum Improvements as the City deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.4. Certificate of Substantial Completion and Release of Forfeiture. (a) After Substantial Completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, the City will furnish the Developer with a Certificate of Substantial Completion and Release of Forfeiture in the form of Exhibit C attached hereto. Such certificatio n by the City shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Substantial Completion and Release of Forfeiture shall only be issued after issuance of a certificate of occupancy by the City’s building official. (b) The Certificate of Substantial Completion and Release of Forfeiture provided for in this section 4.4 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 Property. If the City shall refuse or fail to provide such certification in accordance with the provisions of this section 4.4, the City shall, within 30 days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete 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 City, for the Developer to take or perform in order to obtain such certification. Section 4.5. Restrictions on Use; Land Use Approvals. The Developer, for itself and its successors and assigns, agrees to devote the Property and the Minimum Improvements only to such use or uses as may be permissible under the City’s land use regulations. Section 4.6. Reconstruction of Minimum Improvements. The Developer agrees to notify the City immediately in the case of damage exceeding $100,000 in amount to, or destructio n of, the Minimum Improvements resulting from fire or other casualty. In such event, the Developer will, at its option, forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Developer will apply the net proceeds of any insurance relating to such damage received by the Developer to the payment or reimbursement of the cost s thereof. In the event the Developer elects not to repair, reconstruct or restore the Minimum Improvements, Developer shall nonetheless be subject to the requirements of the Business Subsidy Act and to the Assessment Agreement through the Termination Dat e. Section 4.7. Additional City Approvals and Permits. The Developer acknowledges that certain additional approvals and permits must be granted by the City in order for the Developer to implement its plans to construct the Minimum Improvements on the Property. The Developer agrees to pursue at its expense such approvals and permits as are necessary to construct the Minimum Improvements in accordance with all land use approvals, restrictions and other regulations of the City related to the Property and the Minimum Improvements. 9 RS220-419-714962.v6 ARTICLE V Financial Assistance Section 5.1. Construction of Road Improvements. The Property is accessed from Boulder Avenue, which terminates in a cul-de-sac adjacent to the Property. As currently exists, Boulder Avenue does not provide adequate access for the use to which the Developer intends to devote the Property and the City requires that it be extended to South Robert Trail (T.H. 3). Such extension will also involve certain improvements to T.H. 3 as may be required by the Minnesota Department of Transportation. The City would be unwilling to grant the approvals necessary to construct the Minimum Improvements to the Developer unless the Road Improvements are constructed. Construction of the Road Improvements are the responsibility of the Developer. The Developer has indicated that the financial burden of constructing the Road Impr ovements, in addition to other costs associated with constructing the Minimum Improvements, makes the Project financially infeasible and will not undertake the project if required to pay for the Road Improvements. The Developer, at its own expense will construct the improvements necessary to cause Boulder Avenue to serve the development from the north. The City agrees to construct the Road Improvements from that point south and west to T. H. 3 at its expense on condition that the Developer deed to the City at no cost sufficient Outlots A and B as shown on the P lat . The cost of the Road Improvements assumed by the City is a benefit to the Developer and is an element of the business subsidy granted by the City to the Developer. Section 5.2. Issuance of Pay-As-You-Go Note. (a) In consideration of the Developer incurring the Qualifying Costs while constructing the Minimum Improvements, the City will issue the Note to the Developer in a principal amount not to exceed $670,996.32 in substantially the form set forth in the Authorizing Resolution attached hereto as Exhibit D. The City and the Developer agree that the consideration from the Developer for the purchase of the Note will consist of the Developer’s payment of the Qualifying Costs which are eligible for reimbursement with Tax Increment and which are incurred by the Developer in at least the principal amount of the Note. The Authorizing Resolution will authorize delivery of the Note by the City Administrator upon satisfaction by the Developer of all the conditions precedent specified in section 5.3 of this Agreement. (b) The Developer understands and acknowledges that the City 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 City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City and are not intended as representations on which the Developer may rely. Section 5.3. Conditions Precedent to Financial Assistance. Notwithstanding anything in this Agreement to the contrary, the City shall not be obligated to initiate construction of the Road Improvements or issue the Note until all of the following conditions precedent have been satisfied: (a) The Developer has acquired the Property; 10 RS220-419-714962.v6 (b) The Developer and the City have executed this Agreement; (c) The Assessment Agreement has been fully executed; (d) The Developer has deeded to the City Outlots A and B as they appear on the Plat ; (e) The Certificate of Substantial Completion has been issued; (f) The Developer has submitted the Investment Letter; (g) The Developer is not ineligible for receiving a business subsidy under the Business Subsidy Act; and (h) There has been no Event o f Default on the part of the Developer which has not been cured. ARTICLE VI Insurance Section 6.1. Required Insurance. The Developer agrees to provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the City, furnish the City with proof of payment of premiums on: (a) 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 insurable value of the Minimum Improvements at the date of completion, and with coverage available in non-reporting form on the so-called “all risk” form of policy; (b) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner’s Contractor’s Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above required limits, an umbrella excess liability policy may be used); and (c) Workers’ compensation insurance, with statutory coverage. The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and content reasonably satisfactory to the City and shall be placed with financially sound and reputable insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause (i) above shall contain an agreement of the insurer to give not less than 30 days’ advance written notice to the City in the event of cancellation of such policy or change affecting the coverage thereunder. Section 6.2. Evidence of Insurance. All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. Upon written request 11 RS220-419-714962.v6 by the City, the Developer agrees to deposit with the City copies of policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article VI, each policy shall contain a provision that the insurer shall not cancel nor materially modify it without giving written notice to the Developer and the City at least 30 days before the cancellation or modification becomes effective. Not less than 15 days prior to the expiration of any policy, the Developer shall furnish the City evidence satisfactory to the City that the policy has been renewed or replaced by another policy conforming to the provisions of this Article VI, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage require d herein, in which event the Developer shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. ARTICLE VII Business Subsidy Act Requirements Section 7.1. Compliance with Business Subsidy Provisions. The City and the Developer agree and represent to each other as follows: (a) The subsidy provided to the Developer consists of construction by the City of the Roadway Improvements needed to provide access to T.H. 3 and for issuance of the Note. The total value of the business subsidy provided by the City is $1,670,996.32. (b) The public purposes of the subsidy are to promote development of the Minimum Improvements on the Property, increase net jobs in the City and the State, and increase the tax base of the City and the State. (c) The goals for the subsidy are to secure construction of the Minimum Improvements on the Property; to maintain the Minimum Improvements for at least five years as described in clause (f) below; and to create the jobs and pay wage levels in accordance with sections 7.2(a) and (b). (d) If the goals described in clause (c) above are not met, the Developer must make the payments to the City described in section 7.3. (e) The subsidy is needed because the cost of the roadway improvements needed to provide adequate and safe access to the Propert y makes development of the Property with the Minimum Improvements financially infeasible without public assistance, all as determined by the City upon approval of the TIF Plan. (f) The Developer must continue operation of the Minimum Improvements for at least five years after the date of issuance of the Certificate of Substantial Completion. (g) The Developer does not have a parent entity. 12 RS220-419-714962.v6 (h) The Developer has not received, and does not expect to receive financial assistance from any other grantor as defined in the Business Subsidy Act in connection with acquisition of the Property, site preparation of the Property, or construction of the Minimum Improvements. (i) Developer will, upon completion of the Project, lease the Project to a tenant who will operate the Project (“Tenant”). City understands and agrees that employment by Tenant, and reporting by Tenant will satisfy the requirements of Section 7.2. Any obligations of Developer under this Section may also be satisfied by performance and reporting of such Tenant. Notwithstanding the foregoing, Developer shall at all times remain obligated to the City to ensure the performance requirements set forth herein are met. Section 7.2. Job and Wage Goals; Qualified Facility. (a) Within two years after the date of issuance of the Certificate of Substantial Completion (the “Compliance Date”), the Developer or Tenant shall cause to be created at least 50 new full-time equivalent jobs on the Property (excluding any jobs previously existing in the State as of the date of this Agreement and relocated to this site) and shall cause the wages for the 50 new full-time equivalent jobs to be no less than $15.75 per hour, exclusive of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in this section 7.2(a) are met by the Compliance Date, those goals are deemed satisfied despite the Developer’s continu ing obligations under Sections 7.1(f), 7.2(b) and 7.4. The City may, after a public hearing, extend the Compliance Date by up to one year, provided that nothing in this Section 7.2 will be construed to limit the City’s legislative discretion regarding this matter. (b) Section 469.176, subd. 7 of the TIF Act requires that for the Property to be included within the TIF District, 85 percent by square foot of the Minimum Improvements must consist of a qualified manufacturing facility or qualified distribution facility or both. In order to be a qualified facility, the Developer agrees that it or its Tenant will pay 90 percent or more of all the employees at the Property at a rate equal to or greater than 160 percent of the then-current federal minimum wage for individuals over the age of 20. This requirement is in addition to the wage and job goals in subparagraph (a) above and is an obligation which extends through the Termination Date. Section 7.3. Remedies. If t he Developer fails, directly or through performance of the Tenant, to meet the goals described in Section 7.1(c), the Developer shall repay to the City upon written demand from the City a pro rata share of the business subsidy authorized under this Agreement, and interest on the subsidy at the implicit price deflator as defined in Minnesota Statutes, section 275.50, subd. 2, accrued from the date of issuance of the Certificate of Substantial Completion to the date of payment. The term pro rata share means percentages calculated as follows: (i) if the failure relates to the number of new jobs required under Section 7.2(a), the new jobs required less the new jobs created, divided by the new jobs required; (ii) if the failure relates to wage levels required under Sections 7.1(a) and (b), the number of jobs with a required wage level less the number of jobs that meet the required wage level, divided by the number of jobs with a required wage level; (iii) if the failure relates to maintenance of the Minimum Improvements in accordance with Section 7.1(f), 60 less the number of months of operation as the Minimum Improvements 13 RS220-419-714962.v6 (where any month in which the Minimum Improvements are in operation for at least 15 days constitutes a month of operation), commencing on the date of the Certificate of Substantial Completion and ending with the date the Minimum Improvements cease operation as determined by the City, divided by 60; and (iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable percentages, not to exceed 100%. Nothing in this Section 7.3 shall be construed to limit the City’s remedies under Article X hereof. In addition to the remedy described in this Section 7.3 and any other remedy available to the City for failure to meet the goals stated in Section 7.1(c), the Developer agrees and understands that it may not a receive a business subsidy from the City or any grantor as defined in the Business Subsidy Act for a period of five years from the date of the failure or until the Developer satisfies its repayment obligation under this Section 7.3, whichever occurs first. Section 7.4. Reports. The Developer, either directly or through the Tenant, must submit to the City a written report regarding business subsidy goals and results by no later than March 1 of each year, commencing March 1, 2023 and continuing until the later of (i) the date the goals stated Section 7.1(c) are met ; (ii) 30 days after expiration of the five-year period described in Section 7.1(f); or (iii) if the goals are not met, the date the subsidy is repaid in accordance with Section 7.3. The report must comply with section 116J.994, subdivision 7 of the Business Subsidy Act. The City will provide information to the Developer regarding the required forms. If the Developer fails to timely file, or cause Tenant to timely file any report required under this Section 7.4, the City will mail the Developer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Developer and/or Tenant fails to provide a report, the Developer must pay to the City a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section 7.4 is $1,000. ARTICLE VIII Use of Tax Increment; Collection of Taxes; Assessment Agreement Section 8.1. Use of Tax Increment . The City shall be free to use any Tax Increment paid to it with respect to the TIF District for any purpose for which such increment may lawfully be used, pursuant to the provisions of State law, and the City shall have no obligation to the Developer with respect to the use of such Tax Increment. Section 8.2. Right to Collect Delinquent Taxes. The Developer acknowledges that the City is providing substantial aid and assistance in furtherance of the development of the Property. The Developer understand s the City’s ability to assist in the manner specified in this Agreement is directly dependent upon the prompt and timely payment of real estate taxes. To that end, the Developer 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 Property and the Minimum Improvements. The Developer acknowledges that this obligation creates a contractual right on behalf of the City to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any 14 RS220-419-714962.v6 penalty or interest thereon and to pay over the same as a tax payment to the County auditor. In any such suit, the City shall also be entitled to recover its costs, expenses, and attorney fees. Section 8.3. Taxes; Minimum Market Value. The Developer agrees that prior to the Termination Date: (1) it will not seek administrative or judicial review of the applicabilit y of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the 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 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 Property below the Minimum Market Value described in section 8.4(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 4.6 of this Agreement; (c) a request to the County assessor to reduce the Minimum Market Value of all or any portion of the Minimum Improvements or the 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 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 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 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 property taxes on the Minimum Improvements or the Property; (h) a transfer of the Minimum Improvements or the Property, or any part thereof, to an entity exempt from the payment of real property taxes under State law; 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 8.4. Assessment Agreement. (a) At the time of execution of this Agreement, the City and the Developer shall execute an Assessment Agreement for the Property and Minimum Improvements. The Assessment Agreement shall specify a Minimum Market Value of 15 RS220-419-714962.v6 $20,000,000.00 as of January 2, 2023 for taxes payable beginning in 2024 through the Termination Date, notwithstanding any failure to complete the Minimum Improvements on the Property by said date or any failure to reconstruct the Minimum Improvements, however subject to Force Majeure and any delays caused by the City. (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 Property in excess of the Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in any increase in the market value established pursuant to this Agreement; provided, however, that the Developer shall not seek a reduction of such market value below the Minimum Market Value for the Minimum Improvements or the 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 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 Property is found to be terminated or unenforceable by any Tax Official or court of competent jurisdiction, the Minimum Market Value of the Property described in this section 8.4 shall remain an obligation of the Developer 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 Developer to maintain, and not seek reduction of, the Minimum Market Value specified in this section 8.4 for the Minimum Improvements or the Property is an obligation under this Agreement as well as under the Assessment Agreement, and is enforceable by the City against the Developer, 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 Developer shall not be precluded from contesting the Minimum Market Value of the Minimum Improvements and the Property if the Minimum Improvements or the Property, or any substantial portion thereof, is acquired by a public entity through eminent domain prior to the Termination Date. Section 8.5. Restrictions on Use in Economic Development TIF District. (a) The TIF District is an economic development tax increment financing district within the meaning of the TIF Act and is subject, among other things, to the limitations of the types of uses permitted within the TIF District specified in section 469.176, subd. 4c of the TIF Act. Prior to the Termination Date, no more than 15 percent of the square footage of the Minimum Improvements may be used for a purpose other than: (1) The manufacturing or production of tangible personal property, including processing resulting in the change in condition of the property; (2) Warehousing, storage, and distribution of tangible personal property, excluding retail sales; (3) Research and development related to the activities listed in clause (1) or (2); (4) Telemarketing if that activity is the exclusive use of the property; (5) Tourism facilities; (6) Qualified border retail facilities; or (7) Space necessary for and related to the activities listed in clauses (1) to (6). 16 RS220-419-714962.v6 The Developer understands and acknowledges that a violation of the above limitations on use may cause the termination of the TIF District and constitutes an Event of Default under this Agreement. The Developer agrees to notify the City immediately if at any time prior to the Termination Date more than 15 percent of the Minimum Improvements are occupied by any use other than one or more of the above uses. (b) The Developer acknowledges that the reason for requiring that the Minimum Improvements be used predominately for one or more of the uses specified in Section 8.5(a) is to ensure compliance with the TIF Act and the TIF District’s eligibility as an economic development tax increment financing district. If at any time prior to the Termination Date the Minimum Improvements cease to be used in conformance with the requirements of Section 8.5(a), the City may declare an Event of Default. The Developer agrees to indemnify, defend and hold harmless the City for any damages or costs resulting from a failure to limit the Minimum Improvements to the uses allowed in an economic development tax increment financing district . Those damages or costs may include any tax increment the City may be required or agrees to repay as a result of any action taken under Section 469.1771 of the TIF Act for violation of said Act relating to disqualification of the TIF District or any other costs associated with any compliance audit. ARTICLE IX Restrictions on Sale or Encumbrance of Minimum Improvements; Assignment Section 9.1. Sale of Minimum Improvements. The Developer represents and agrees that its use of the 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 Property and not for speculation in land holding. The Developer represents and agrees that should the Property be sold, prior to the issuance of a Certificate of Substantial Completion regarding the Minimum Improvements Developer shall notify City and Developer shall remain responsible for all Developer’s obligations under this Agreement until receipt of a Certificate of Substantial Completion, at which point Developer shall be released from any further obligations hereunder if the Developer and its transferee have entered into an agreement substantially in the form of Exhibit G hereto . Should the Property be sold after receipt of a Certificate of Substantial Completion, Developer shall notify City and the proposed transferee shall have entered into an agreement substantially in the form of Exhibit G hereto, whereby the transferee expressly assumes all of the Developer’s obligations under this Agreement, including compliance with the Business Subsidy Act and the Assessment Agreement. The City has approved Exhibit G and agrees that upon execution of the same by Developer and a transferee of the Property, such transferee shall be recognized as the assignee of Developer for all purposes hereunder and Developer shall be released from any further obligations under the same. Section 9.2. Limitation Upon Encumbr ance of Property. With the exception of the type of encumbrances placed in the ordinary course of lending and development of the Property, prior to issuance of the Certificate of Substantial Completion, the Developer agrees not to engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Property or Minimum Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Property or Minimum Improvements other than the liens or encumbrances approved by the City, which approval shall not be 17 RS220-419-714962.v6 unreasonably withheld or delayed if the City determines that such lien or encumbrance will not threaten its security under this Agreement or the Assessment Agreement. ARTICLE X Events of Default Section 10.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the Developer to acquire the Property in fee by December 1, 2021 or failure to satisfy any other condition precedent specified in section 5.2 of this Agreement; (b) Failure by the Developer to obtain all approvals and permits from the City and other entities necessary in order to construct the Minimum Improvements; (c) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by the Developer and the City; (d) Failure of the Developer to pay real estate taxes or special assessments on the Property or Minimum Improvements as they become due; (e) Failure by the Developer to comply with the requirements of this Agreement regarding the Business Subsidy Act or with the wage requirements of Section 469.176, subd. 7 of the TIF Act; (f) Failure by the Developer to deed Outlots A and B as shown on the Plat to the City prior to the City’s initiation of construction of the Road Improvements; (g) Prior to the Termination Date, appeal or challenge by the Developer of the Minimum Market Value of the Property or Minimum Improvements under this Agreement or the Assessment Agreement, except as otherwise provided in Article VIII of this Agreement; (h) Sale of the Property or the Minimum Improvements, or any portion thereof, by the Developer in violation of Article IX of this Agreement and witho ut written permission by the City; (i) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a rece iver; (j) Prior to the Termination Date, t here occurs with regard to the Property or the Minimum Improvements a violation of section 469.176, subd. 4c of the TIF Act regarding permitted uses within an economic development tax increment financing district; or 18 RS220-419-714962.v6 (k) Failure by the Cit y or Developer to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, including but not limited to any action necessary for the establishment of the TIF District. Section 10.2. Remedies on Default. Whenever any Event of Default referred to in section 10.1 of this Agreement occurs, 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 party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) Terminate or rescind further performance pursuant to this Agreement; (c) If the default occurs prior to completion of the Minimum Improvements, the City may withhold the Certificate of Substantial Completion and Release of Forfeiture; (d) Seek repayment of some or all of the financial assistance pursuant to Article VII of this Agreement and the Business Subsidy Act and Section 8.5(b) of this Agreement; (e) Enforce the Assessment Agreement; and (f) Take whatever 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 financial assistance previously granted, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement or the Assessment Agreement. Section 10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the any party in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the City 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 XI of this Agreement. Section 10.4. No Additional Waiver Implied by One Waiver. In the event any covenant or obligation contained in this Agreement should be breached by any party and thereafter waived by another 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. 19 RS220-419-714962.v6 ARTICLE XI Additional Provisions Section 11.1. Conflict of Interests; Representatives Not Individually Liable. The City and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the City has or shall have any personal interest, direct or indirect, in this Agreement, nor has or shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal 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 City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. No employee, officer, shareholder or agent of Developer shall be personally liable to the City, or any successor in interest, in the event of any default or breach by the Developer, or for any amount which may become due to the City or successor or on any obligations under the terms of this Agreement. Section 11.2. Release and Indemnification Covenants. (a) Except for any negligent act of the following named parties, the Developer hereby releases from and covenant s and agrees that the City, and its governing body members, officers, agents, servants, and employees shall not be liable for, and hereby agree to indemnify and hold harmless the City, and its governing body members, officers, agents, servants, and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer hereby agrees to protect and defend the City, and its governing body members, officers, agents, servants, and employees, now or forever, and hereby further agree to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Property or Minimum Improvements. (c) Except for any negligent act of the following named parties, the City, and its governing body members, officers, agents, servants, and employees shall not be liable for any damage or injury to the persons or property of the Developer or its partners, officers, agents, servants or employees or any other person who may be about the Property or Minimum Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City, and not of any governing body member, officer, agent, servant, or employee of the City in his or her individual capacity. 20 RS220-419-714962.v6 Section 11.3. 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 11.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by any party to another shall be sufficiently given or delivered if it is dispatched by United States registered or certified mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the City: City of Rosemount 2875 145th Street W. Rosemount, MN 55068-4941 Attn: City Administrator with a copy to: Ron Batty Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (b) in the case of the Developer: Seefried PSO Rosemount, LLC, 8745 W. Higgins Road Suite 220 Chicago, IL 60631 Attn: Brian Novak or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other s as provided in this Section 11.4. Section 11.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 11.6. Recording. The City may record this Agreement and any amendments thereto among the County land records. The Developer shall pay for the cost of such recording. Section 11.7. Attorney Fees. Whenever any Event of Default occurs on the part of the Developer and if the City shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Parties under this Agreement, the Developer agrees that it shall, within 10 days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. Section 11.8. 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. 21 RS220-419-714962.v6 Section 11.9. Disclaimer of Relationship. The Developer acknowledges that nothing in this Agreement nor any act of the City shall be deemed or construed by the Developer or by any third party to create any relationship of third-party beneficiary, principal and agent, limited or general partner or joint venture between the City and the Developer. Section 11.10. Entire Agreement . This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties pertaining to the subject matter of this Agreement. This Agreement may be modified, amended, terminated, or waived, in whole or in part, only by a writing signed by all of the parties. Notwithstanding the above, nothing herein shall supersede the City’s land use regulations applicable to the Property and Minimum Improvements or any agreement, permit or approval by or between the Developer and the City regarding the land use regulations applicable to the Property and the Minimum Improvements. *********************** 22 RS220-419-714962.v6 CITY OF ROSEMOUNT By: _________________________________ William H. Droste, Mayor By: _________________________________ Erin Fasbender, City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2021, by William H. Droste and Erin Fasbender, the Mayor and City Clerk, respectively, of the City of Rosemount, a municipal corporation under the laws of Minnesota, on behalf of the municipal corporation. ____________________________________ Notary Public 23 RS220-419-714962.v6 Seefried PSO Rosemount, LLC By: _________________________________ ______________, STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2021, by _________________, the _____________________ of Seefried PSO Rosemount, LLC, a Delaware limited liability company, on behalf of the company. Notary Public A-1 RS220-419-714962.v6 EXHIBIT A TO CONTRACT FOR PRIVATE DEVELOPMENT LEGAL DESCRIPTION OF THE PROPERTY Real property located in the County of Dakota, State of Minnesota, legally described as follows: Outlot A, plat of Rosemount Car Club and All that part of the North 1/2 of the Southwest ¼ of Section 32, Township 115, Range 19, lying east of the Easterly right-of-way line of State Highway No. 3 as now established, Dakota County, Minnesota; EXCEPT that part described as Parcel 248D on Minnesota Department of Transportation Right of Way Plat Numbered 19 – 77; and EXCEPT that part described as Parcels 7, 7A, and T.E. 7A on Dakota County Road Right of Way Map No. 258, as the same are on file and of record in the office of the County Recorder in and for Dakota County, Minnesota. B-1 RS220-419-714962.v6 EXHIBIT B TO CONTRACT FOR PRIVATE DEVELOPMENT LIST OF PRELIMINARY PLANS The Preliminary Plans consist of the following: See Attached pages B-2 RS220-419-714962.v6 Exhibit "D- Drawing Log Current Set - GMP Bidding 8.18.2021 Sheet No Sheet Name Date Issued Set Name A-01 Cover Sheet A-02 Sheet Index A-03 Code Analysis, Symbols and Notes A-004 Accessibility Details A-05 Life Safety Plan -Warehouse A-06 Life Safety Plan and Furniture Reference-Office Areas A-007 HD Pro Requirements A-101 Overall Site Plan A-102 Site Details A-103 Site Details A-104 Enlarged Auto Entry and Site Details A-107 Gaurdhouse Plan and Section A-109 PEMB and Tarping Structure A-110 Main Entrance and Patio Area with Details A-201 Overall Floor Plan A-202 Partial Floor Plan - West A-203 Partial Floor Plan - East A-204 Enlarged Warehouse Areas A-209 Enlarged Office Plans A-210 Reflected Ceiling Plan A-211 Overall Roof and Canopy Plans with Details A-212 Roof Details A-301 Building Elevations - West and South A-302 Building Elevations - East and North A-303 Painted Building Elevations, Details and Schedule A-304 Panel Plan and Details A-305 Panel Elevations - West, East and North A-306 Panel Elevations - South and Canopy A-400 Building Cross Section A-401 Wall Sections at Main Entrance A-402 Wall Sections at Office Areas A-403 Wall Sections at Drive in Doors and Louver A-404 Wall Sections at Rail Pit Area A-405 Section, Elevation and Isometric at Ships Ladder A-501 Details A-502 Details A-601 Interior Wall Types and Details A-602 Enlarged Toilet Plans and Tile Elevations A-603 Finish Schedule and Plans A-604 Reception Desk Elevations and Details A-605 Millwork Elevations Architecture 7/29/2021 50% Issue B-3 RS220-419-714962.v6 A-606 Millwork Details A-607 Millwork Details A-608 Interior Elevations A-701 Door Details, Hardware and Schedule A-702 Door Details and Interior Window Details A-703 Storefront Elevations and Details A-801 Overall Operational Plan B-4 RS220-419-714962.v6 A-901 Letter, Number Sequence and Site Signage Plan S-001 Overall Plan and General Notes S-002 General Notes S-003 Schedule of Special Inspections S-010 Loading Plans S-102 Partial Foundation Plan - West S-103 Partial Foundation Plan - East S-112 Partial Roof Framing Plan - West S-113 Partial Roof Framing Plan - East S-120 Partial Plans and Details S-121 Propane Platform and Operable Partition Wall Plan S-122 Tarping Structure Foundation and Framing Plan S-123 Tarping Structure Sections and Elevations S-200 Typical Foundation Details S-201 Foundatio n Sections S-300 Typical Framing Sections S-301 Roof Framing Sections S-401 Schedules S-402 Schedules S-501 Braced Frame Elevations C000 Cover Sheet C100 General Notes - ALTA PG 1 - ALTA PG 2 - ALTA PG 3 - ALTA PG 4 - ALTA PG 5 - ALTA PG 6 - ALTA PG 7 C200 Demo Plan C201 Soil Management Plan C300 Erosion and Sediment Control Plan -Phase 1 C301 Erosion and Sediment Control Plan -Phase 2 C302 EC Phase 2 Plan Enlargement C303 EC Phase 2 Plan Enlargement C304 EC Phase 2 Plan Enlargement C305 EC Phase 2 Plan Enlargement Structural 7/28/2021 Progress Set Civil/Landscape 8/6/2021 Issued for Permit B-5 RS220-419-714962.v6 C306 Erosion and Sediment Control Details C400 Overall Viscinity Site Plan C401 Site Plan - Overall C402 Site Plan Enlargement C403 Site Plan Enlargement C404 Site Plan Enlargement C405 Site Plan Enlargement C406 Site Plan Enlargement C407 Site Plan Enlargement C408 Site Plan Enlargement B-6 RS220-419-714962.v6 C409 Site Plan Enlargement C410 Pavement Plan - Option 1 C411 Pavement Plan - Option 2 C412 Pavement Plan - Option 3 C414 Site Details C415 Site Details C416 Site Details C500 Overall Grading and Drainage Plan C501 Grading Plan Enlargements C502 Grading Plan Enlargements C503 Grading Plan Enlargements C504 Grading Plan Enlargements C505 Grading Plan Enlargements C506 Grading Plan Enlargements C507 Grading Plan Enlargements C508 Grading Plan Enlargements C509 Grading Plan Enlargements C511 Grading Details C600 Overall Utility Plan C601 Utility Plan Enlargements C602 Utility Plan Enlargements C603 Utility Plan Enlargement s C604 Utility Plan Enlargements C605 Utility Plan Enlargements C606 Utility Details C700 Boulder Avenue Typicals and Construction Notes C800 Boulder Avenue Demo Plan C900 Boulder Avenue Erosion Control Plan C1000 Boulder Avenue Construction Plan and Profile C1001 Boulder Avenue Construction Plan and Profile C1002 Boulder Avenue Storm Laterals and Tabulation C1003 Boulder Avenue Intersection Detail Plan C1100 Boulder Avenue Utility Plan C1101 Boulder Avenue Utility Plan C1200 Boulder Avenue Cross Sections C1201 Boulder Avenue Cross Sections C1202 Boulder Avenue Cross Sections C1203 Boulder Avenue Cross Sections C1204 Boulder Avenue Cross Sections C1205 Boulder Avenue Cross Sections C1206 Boulder Avenue Cross Sections C1207 Boulder Avenue Cross Sections C1208 Boulder Avenue Cross Sections C1209 Boulder B-7 RS220-419-714962.v6 Avenue Cross Sections C1210 Boulder Avenue Cross Sections L100 Landscape Plan - Overall L101 Landscape Plan L102 Landscape Plan L103 Landscape Plan L104 Landscape Plan L105 Landscape Plan B-8 RS220-419-714962.v6 L106 L107 L108 L109 Landscape Plan Landscape Plan Landscape Plan Landscape Details Mechanical 7/29/2021 50% Issue M-001 General Notes - HVAC M-002 Details - HVAC M-003 Equipment Schedules - HVAC M-201 Overall Floor Plan - HVAC M-202 Partial Floor Plan - Northwest - HVAC M-203 Partial Floor Plan - Northeast - HVAC M-204 Partial Floor Plan - Southeast - HVAC M-205 Partial Floor Plan - Southwest - HVAC M-401 Enlarged Floor Plans - HVAC Electrical 7/29/2021 50% Issue E-001 Electrical Schedules, Notes and Symbols E-002 Electrical Riser Diagram E-003 Electrical Panelboard Schedules E-004 Electrical Panelboard Schedules E-005 Electrical Panelboard Schedules E-006 Electrical Panelboard Schedules E-101 Overall Site Plan - Electrical E-101P Overall Site Plan - Photometric E-101S Overall Site Plan - Systems E-201 Overall Roof Plan - Electrical E-301 Electrical Details E-302 Electrical Details E-303 Electrical Details E-304 Electrical Details E-305 Electrical Details E-306 Electrical Details EL-202 Partial Floor Plan - Northwest - Lighting EL-203 Partial Floor Plan - Northeast - Lighting EL-204 Partial Floor Plan - Southeast - Lighting EL-205 Partial Floor Plan - Southwest - Lighting EL-301 Enlarged Office Plans - Lighting EL-302 Enlarged Office Plans - Lighting EP-202 Partial Floor Plan - Northwest - Power EP-203 Partial Floor Plan - Northeast - Power EP-204 Partial Floor Plan - Southeast - Power EP-205 Partial Floor Plan - Southwest - Power EP-301 Partial Floor Plan - Northwest - Power EP-301 Enlarged Floor Plans - Power ES-202 Partial Floor Plan - Northwest - Systems ES-203 Partial Floor Plan - Northeast - Systems ES-204 Partial Floor Plan - Southeast - Systems ES-205 Partial Floor Plan - Southwest - Systems ES-301 Enlarged Office Plans - Systems ES-302 Enlarged Office Plans - Systems B-9 RS220-419-714962.v6 ES-303 Enlarged Office Plans - Systems P-001 General Inforamtion - Plumbing P-002 Details - Plumbing P-201 Overall Floor Plan - Plumbing P-202 Partial Floor Plan - Northwest - Plumbing P-203 Partial Floor Plan - Northeast - Plumbing P-204 Partial Floor Plan - Southeast - Plumbing P-205 Partial Floor Plan - Southwest - Plumbing P- 301G Enlarged Plans - Gas - Plumbing P-301S Enlarged Plans - Sanitary - Plumbing P-301W Enlarged Plans - Water - Plumbing P-302S Enlarged Plans - Sanitary - Plumbing P-302W Enlarged Pla ns - Water - Plumbing P-401G Riser Diagrams - Gas P-401S Riser Diagrams - Sanitary P -401W Riser Diagrams - Water FP-001 Fire Protection Notes FP-101 Fire Protection Site Plans and Details FP-102 Fire Protection Plans FP-201 Fire Hose Valve Plan FP-401 Enlarged Fire Pump Room Plan and Notes FP-501 Fire Protection Details FA-001 Fire Alarm Notes and Details FA-101 Fire Alarm Plans FA-401 Enlarged Fire Alarm Plans and Details G-01 Title Sheet G-02 General Notes P-01 Track Plan P-02 Track A and B Profiles P-03 Track C and D Profiles T -01 Plumbing 7/29/2021 50% Issue Fire Protection 7/20/2021 50% Review Set Fire Alarm 7/20/2021 50% Review Set Railroad 8/11/2021 30% Issued for Review B-10 RS220-419-714962.v6 Typical Details T-02 Typical Details Braun Geotechnical Report Dated 7-29-2021 C-1 RS220-419-714962.v6 EXHIBIT C TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF CERTIFICATE OF SUBSTANTIAL COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the city of Rosemount, a municipal corporation under t he laws of Minnesota (the “City”) and Seefried PSO Rosemount, LLC, a Delaware limited liability company (the “Developer”), have entered into that certain Contract for Private Development by and between the City and the Developer dated the ____ day of _____________, 2021, and recorded in the office of the Dakota County _________________, Minnesota on __________________ as Document No. __________, which Contract for Private Development contained certain covenants and restrictions regarding completion of the Minimum Improvements; and WHEREAS, the land to which the Contract for Private Development applies (the “Property”) is legally described on Exhibit A attached hereto; and WHEREAS, said Developer has performed said covenants and conditions in a manner deemed sufficient by the City to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that, with respect to the Property, all building construction and other physical improvements specified to be done and made by the Developer have been substantially completed and the above covenants and conditions in said Contract for Private Development have been performed by the Developer therein, and the Dakota County _________ 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 substantial completion of the Minimum Improvements with respect to the Property. Dated: _______________, 202_. CITY OF ROSEMOUNT By: _________________________________ __________________ By: _________________________________ __________________ C-2 RS220-419-714962.v6 STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2021, by ___________________ and _________________, the ________ and _________, respectively, of the City of Rosemount, a municipal corporation under the laws of Minnesota, on behalf of the municipal corporation. ____________________________________ Notary Public This instrument was drafted by: Kennedy & Graven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 C-A-1 RS220-419-714962.v6 EXHIBIT A Legal Description of Property Outlot A, plat of Rosemount Car Club and All that part of the North 1/2 of the Southwest ¼ of Section 32, Township 115, Range 19, lying east of the Easterly right-of-way line of State Highway No. 3 as now established, Dakota County, Minnesota; EXCEPT that part described as Parcel 248D on Minnesota Department of Transportation Right of Way Plat Numbered 19 – 77; and EXCEPT that part described as Parcels 7, 7A, and T.E. 7A on Dakota County Road Right of Way Map No. 258, as the same are on file and of record in the office of the County Recorder in and for Dakota County, Minnesota. D-1 RS220-419-714962.v6 EXHIBIT D TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF AUTHORIZING RESOLUTION CITY OF ROSEMOUNT 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 202_ IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $670,996.32 BE IT RESOLVED BY the City of Rosemount, Minnesota (the “City”), as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The City has heretofore approved the establishment of the Osprey Tax Increment Financing District (the “TIF District”) within Development District No. 1 (the “Development District”), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Development District. Pursuant to Minnesota Statutes, Section 469.178, the City is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. 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 City hereby finds and determines that it is in the best interests of the City that it issue and sell its taxable Tax Increment Revenue Note, Series 202_ (the “Note”), in the aggregate principal amount of $670,996.32, for the purpose of financing certain public costs of the Development District. 1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The City has previously approved the Contract for Private Development (the “Agreement”) between the City and Seefried PSO Rosemount, LLC, a Delaware limited liability company (the “Developer”), and authorized the Mayor and City Administrator to execute the Agreement. Pursuant to the Agreement, the Note will be issued to the Developer. The Note will be dated as of the date of delivery and will bear interest at the rate of 4.0 percent per annum to the earlier of maturity or prepayment. In exchange for the City’s issuance of the Note to the Developer, the Developer will pay certain costs related to the Minimum Improvements (the Qualifying Costs, as defined in the Agreement). The Note will be delivered in the principal amount of $670,996.32 for reimbursement of the Developer ’s costs in accordance with the terms of Article V of the Agreement. D-2 RS220-419-714962.v6 Section 2. Form of the 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 CITY OF ROSEMOUNT No. R-1 $670,996.32 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 202_ Date Rate of Original Issue 4.0% __________ The City of Rosemount, Minnesota (the “City”), for value received, certifies that it is indebted and hereby promises to pay to Seefried PSO Rosemount, LLC, a Delaware limited liability company, or registered assigns (the “Developer”), the principal sum of $670,996.32 and to pay interest thereon at the rate of 4 percent per annum, as and to the extent set forth herein. 1. Payments. Principal and interest (“Payments”) will be paid on August 1, 2024, and each February 1 and August 1 thereafter until the earlier of payment in full or February 1, 2033 (“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 Developer or any other address as the Developer may designate upon 30 days written notice to the City. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple, non-compounding 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, that percentage of the Tax Increment attributable to the Redevelopment Property and Minimum Improvements (as defined in the Agreement) owing to Developer as set forth in the Agreement, and paid to the City by Dakota County in the six months preceding the Payment Date, all as the terms are defined in the Contract for Private Development between the City and Developer dated as of ______________, 2021 (the “Agreement”). Available Tax D-3 RS220-419-714962.v6 Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Developer under the Agreement. The City 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 City 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 City pays principal and interest hereon to the extent of Available Tax Increment. The City will have no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2033. 4. Optional Prepayment. The principal sum and all accrued interest payable under this Note is pre-payable in whole or in part at any time by the City 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. Suspension of Payment for Default . At the City’s option, the City’s obligation to make any payments under this Note will be suspended upon the occurrence of an Event of Default on the part of the Developer 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 $670,996.32 issued to aid in financing certain public costs of a Development District undertaken by the City and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the City on ______________, 201__, 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 City 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 City. 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 City or its financial advisors in connection with the TIF District or the Agreement are for the benefit of the City, and are not intended as representations on which the Developer may rely. THE CITY 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. As provided in the Resolution, and subject to certain limitations set forth herein, this Note is issuable only as a fully registered note without coupons. This Note is transferable upon the books of the City kept for that purpose at the principal office of the City Administrator of the City as Registrar, by the Developer hereof in person or by the D-4 RS220-419-714962.v6 Developer’s attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Developer. Upon the transfer or exchange and the payment by the Developer of any tax, fee, or governmental charge required to be paid by the City 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 may be transferred, assigned or pledged without the approval of the City; provided that this Note will not be transferred to any person other than an affiliate, or other related entity, of the Developer unless the City has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Developer or a certificate of the transferor, in a form satisfactory to the City, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. (“Investment Letter”). Notwithstanding anything to the contrary in this Note, in no event will a lender providing funds to the Developer and taking an assignment of the Note as security for such funds be required to sign an Investment Letter at either the time of execution of an assignment or transfer of the Notes a result of the assignment. 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 valid and binding limited obligation of the City 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 city council of the City of Rosemount, has caused this Note to be executed with the ma nual signatures of its Mayor and City Administrator , all as of the Date of Original Issue specified above. CITY OF ROSEMOUNT Mayor City Administrator D-5 RS220-419-714962.v6 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Administrator of the City, in the name of the person last listed below. Date of Registration Registered Owner Signature of City Administrator Seefried PSO Rosemount, LLC, a Delaware limited liability company 8745 W. Higgins Road Suite 220 Chicago, IL 60631 Attn: Brian Novak Attn: _________ Federal Tax ID #___________ [End of Form of the 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 City hereby appoints the City Administrator to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the City and the Registrar with respect thereto will be as follows: (a) Register. The Registrar will keep at his 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 the 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 to any person other than an affiliate, or other related entity, of the Developer unless the D-6 RS220-419-714962.v6 City has been provided with an investment letter in a form substantially similar to the Investment Letter submitted by the Developer or a certificate of the transferor, in a form satisfactory to the City, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. 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. (c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until he is satisfied that the endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no liability for his refusal, in good faith, to make transfers which he, in his judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The City 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 City upon the Note to the extent of t he 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 City and the Registrar will be named as obligees. The Note so surrendered to the Registrar will be cancelled by him and evidence of the cancellation will be given to the City. 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 Manager and will be executed on behalf of the City by the signatures of its Mayor and City Administrator. 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 D-7 RS220-419-714962.v6 so executed, it will be delivered by the City to the Developer following the delivery of the necessary items delineated in Section 3.3 of the Agreement. Section 4. Security Provisions. 4.01. Pledge. The City 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 the 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 City 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 City 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 City’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 City are hereby authorized and directed to prepare and furnish to the Developer of the Note certified copies of all proceedings and records of the City, and the other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Notes 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 City as to the facts recited therein. Section 6. Effective Date. This resolution will be effective upon execution by the Mayor and City Administrator following authorization by the city council of the City. Adopted by the city council of the City of Rosemount, this ____ day of ________, 202___. Mayor City Administrator E-1 RS220-419-714962.v6 EXHIBIT E TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF INVESTMENT LETTER To the City of Rosemount, Minnesota (the “City”) Attention: City Administrator Dated: __________________, 202__ Re: $670,996.32 Tax Increment Revenue Note (Series 202_) The undersigned, as Purchaser of $670,996.32 in principal amount of the above-captioned Tax Increment Revenue Note (Series 202_) (the “Note”), approved by the city council of the City of Rosemount, Minnesota on ______________, 202__, hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the City, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Contract for Private Development by and between the City and the Purchaser dated __________________, 2021 (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 comprehe nsive offering document or disclosure containing material information with respect to the City and the Note has been issued or prepared by the City, and that, in due diligence, we have made our own inquiry and analysis with respect to the City, 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 City, 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. E-2 RS220-419-714962.v6 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 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 City and Kennedy & Graven, Chartered, as legal counsel to the City, 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 City. 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 dat e and year first written above. Seefried PSO Rosemount, LLC, a Delaware limited liability company By: ___________________________ Its: ___________________________ By: ___________________________ Its: ___________________________ STATE OF MINNESOTA ) ) ss. COUNTY OF _________ ) The foregoing instrument was executed before me this _____ day of _______________, 202__, by __________________________ and _______________________, the _________________ and ________________, respectively, of Seefried PSO Rosemount, LLC, a Delaware limited liability company, on behalf of the company. ____________________________________ Notary Public F-1 RS220-419-714962.v6 EXHIBIT F TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF ASSESSMENT AGREEMENT ASSESSMENT AGREEMENT THIS ASSESSMENT AGREEMENT (the “Assessment Agreement”) is made and dated as of this ___ day of __________, 2021, by and between the City of Rosemount, a municipal corporation under the laws of Minnesota (the “City”), and Seefried PSO Rosemount, LLC, a Delaware limited liability company (the “Developer”). WITNESSETH: WHEREAS, the Developer is the fee owner of the property legally described on Exhibit A attached hereto (the “Property”); and WHEREAS, on or before the date hereof, the City and the Developer, have entered into a Contract for Private Development (the “Agreement”) concerning the Property; and WHEREAS, pursuant to the Agreement, the Developer has agreed to construct a warehouse/distribution facility (the “Minimum Improvements”) on the Property; and WHEREAS, the City and the Developer desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, section 469.177, Subd. 8; and WHEREAS, the City and the County Assessor for Dakota County, Minnesota have reviewed the Plans for the Minimum Improvements which the Developer has agreed to construct on the 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 parties agree that the Minimum Market Value of the Property and the Minimum Improvements shall be $20,000,000.00 as of January 2, 2023 for taxes payable beginning in 2024, notwithstanding any failure to complete construction of the Minimum Improvements by such date, Force Majeure and any delays caused by the City. 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. F-2 RS220-419-714962.v6 3. This Assessment Agreement shall be promptly recorded against the Property with a copy of Minnesota Statutes, section 469.177, Subd. 8 set forth in Exhibit B attached hereto. 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. 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 represents and warrants that it 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, incorrect, or amended description of the 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. ********* F-3 RS220-419-714962.v6 CITY OF ROSEMOUNT By: _________________________________ William H. Droske, Mayor By: _________________________________ Erin Fasbender, City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2021, by William H. Droske and Erin Fasbender, the Mayor and City Clerk, respectively, of the City of Rosemount, a municipal corporation under the laws of Minnesota, on behalf of the municipal corporation. ____________________________________ Notary Public F-4 RS220-419-714962.v6 Seefried PSO Rosemount, LLC By: _________________________________ ____________________ STATE OF MINNESOTA ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this ____ day of _______________, 2021, by ___________, the __________________ of Seefried PSO Rosemount, LLC, a Delaware limited liability company, on behalf of the company. Notary Public This instrument was drafted by: Kennedy & Graven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 F-A-1 RS220-419-714962.v6 EXHIBIT A TO ASSESSMENT AGREEMENT Legal Description of Property Real property located in the County of Dakota, State of Minnesota, legally described as follows: Outlot A, plat of Rosemount Car Club and All that part of the North 1/2 of the Southwest ¼ of Section 32, Township 115, Range 19, lying east of the Easterly right-of-way line of State Highway No. 3 as now established, Dakota County, Minnesota; EXCEPT that part described as Parcel 248D on Minnesota Department of Transportation Right of Way Plat Numbered 19 – 77; and EXCEPT that part described as Parcels 7, 7A, and T.E. 7A on Dakota County Road Right of Way Map No. 258, as the same are on file and of record in the office of the County Recorder in and for Dakota County, Minnesota. F-B-1 RS220-419-714962.v6 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. RS220-419-714962.v6 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 Assessment Agreement appears reasonable, hereby certifies 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 the property legally described on Exhibit A attached hereto shall be not less than Twenty Million Dollars ($20,000,000.00) as of January 2, 2023 for taxes payable beginning in 2024 until termination of this Assessment Agreement. _______________________________________ County Assessor for Dakota County, Minnesota STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this ______ day of ________________, 2021, by ________________, the County Assessor, Dakota County, Minnesota. ________________________________________ Notary Public G-1 RS220-419-714962.v6 EXHIBIT G TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF NOTICE AND ASSIGNMENT Date___________ To: City of Rosemount Attn Economic Development Coordinator 2875 145th Street Rosemount, MN 55068 Re: Notice of sale pursuant to section Contract for Private Development dated September _____, 2021 by and between the City of Rosemount and Seefried PSO Rosemount, LLC (“TIF Agreement”). Transferee: _______________________. NOTICE To City of Rosemount: Seefried PSO Rosemount, LLC gives notice pursuant to Section 9.1 of the TIF Agreement that the Property as defined therein has been sold to the above named Transferee, and the Transferee has accepted assignment of the Developer’s obligations under the TIF agreement as follows: ASSIGNMENT Seefried PSO Rosemount, LLC, Developer under the TIF Agreement does hereby assign, sell, and transfer all of its interests, rights, and obligations under the TIF Agreement to Transferee. Transferee acknowledges receipt of a copy of the TIF Agreement, and states and agrees that it expressly assumes all of the Developer’s obligations under the TIF Agreement, including compliance with the Business Subsidy Act and the Assessment Agreement, as well as all other provisions of the TIF Agreement. Transferee shall defend and indemnify Seefried PSO, LLC against any claims by the City of Rosemount, or others, arising under the TIF Agreement. Developer: Transferee: _________________________ ______________________ Seefried PSO Rosemount, LLC By ______________________ By____________________ Its ______________________ Its____________________