6. The Press Private Redevelopment AgreementI
CITY OF 6
CHANHASSEN
690 COULTER DRIVE • P.O. BOX 147 • CHANHASSEN, MINNESOTA 55317
(612) 937 -1900 • FAX (612) 937 -5739
TO: Don Ashworth, City Manager
FROM: Todd Gerhardt, Assistant City Manager'�
Action by City Administrate*
E.r' -s
✓ 7 >u)f �
SUBJ: Consider Approval of a Private Redevelopment Agreement with The Press, Inc.
DATE: November 21, 1994
Attached for the city council's consideration is a Private Redevelopment Agreement between
the HRA and The Press, Inc. This past spring the city council approved the creation of a new
Tax Increment Financing District No. 3 -1 (see Attachment #2). In conjunction with creating
this district, the Tax Increment Plan incorporated the city's current three year incentive
program for businesses meeting one of the following qualifications:
1. Discourage businesses from moving to another state or municipality;
2. Increase employment in the state;
3. Preserve and enhance the tax base of the state.
' The Press, Inc. meets two of the three qualifications, 1) they will be enhancing the tax base
by $36,554.45, and 2) they will be creating 12 to 15 new jobs in 1995 because of the
expansion. The expansion that is underway allows The Press additional room within their
facility for paper storage /warehouse efficiencies. At no time did The Press threaten or discuss
the possibility of moving out of state or to another city.
' The estimated amount of incentives available total $54,831.69, based on the city's policy of
three years worth of taxes. The total amount of incentive was based on the added value to
the property, minus fiscal disparities and school aid contributions, which is currently 50% of
' total new taxes (see Attachment #3). The city would make payments back to The Press in the
following years based on the new taxes generated just from the expansion:
1996 $18,277.23
1997 $18,277.23
1998 $18,277.23
Total Incentives $54,831.69
MEMORANDUM
Mr. Don Ashworth
November 21, 1994
Page 2
RECOMMENDATION
' Staff recommends approval of the Private Redevelopment Agreement with The Press, Inc. and
their request for $54,831.69 in city assistance.
I ATTACHMENTS
1. Private Redevelopment Contract
' 2. Location map of the district
3. Estimated taxes /incentives
11
Holmes & Graven, Chartered
A November 8,
CONTRACT
FOR
PRIVATE REDEVELOPMENT
BY AND BETWEEN
THE CITY OF CHANHASSEN
AND
THE PRESS, INC.,
a Minnesota corporation
This document was drafted by:
Holmes & Graven, Chartered
470 Pillsbury Center
Minneapolis, MN 55402
. 1994
JBD74339
CH130 -37
11
a
TABLE OF CONTENTS
ARTICLE I
Definitions
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the City . . . . . . . . . . . . . . . . . . 4
Section 2.2. Representations by the Redeveloper . . . . . . . . . . . . . 4
ARTICLE III
Sale and Purchase of Land
Section 3.1.
Acquisition of Redevelopment Property . . . . . . . . . . . 6
Section 3.2.
Conveyance of the Redevelopment Property . . . . . . . . . 6
Section 3.3.
Time of Acquisition and Conveyance . . . . . . . . . . . . . 6
Section 3.4.
Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3.5.
Soil Conditions . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.6.
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.7.
Taxes and Special Assessments . . . . . . . . . . . . . . . . 7
Section 3.8.
Other Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.9.
Property Reconveyed As Is . . . . . . . . . . . . . . . . . . 7
Section 3.10.
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.11.
Hearing Prior to Sale . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.12.
Assessment Agreement . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IV
Public Assistance
Section 4.1. Construction of the Minimum Improvements . . . . . . . . . 9
Section 4.2. Form of Public Assistance . . . . . . . . . . . . . . . . . . . 9
ARTICLE V
Tax Increment
Section 5.1.
Tax Increment Certification . . . . . . . . . . . . . . . . . . 10
Section 5.2.
Real Property Taxes; Special Assessments . . . . . . . . . . 10
Section 5.3.
Real Property Assessment . . . . . . . . . . . . . . . . . . . 10
Section 5.4.
Receipt of Tax Increment; Proof of Payment . . . . . . . . . 10
ARTICLE VI
Additional Provisions
Section 6.1.
Equal Employment Opportunity . . . . . . . . .
. . . . . . . 11
Section 6.2.
Restrictions on Use . . . . . . . . . . . . . . .
. . . . . . . 11
Section 6.3.
Provisions Not Merged With Deed . . . . . . . .
. . . . . . . 11
Section 6.4.
Notices and Demands . . . . . . . . . . . . . . .
. . . . . . . 11
Section 6.5.
Disclaimer of Relationships . . . . . . . . . . .
. . . . . . . 11
Section 6.6.
Covenants Running with the Land . . . . . . .
. . . . . . . 11
Section 6.7.
Modifications
11
Section6.8.
Counterparts . . . . . . . . . . . . . . . . . . .
. . . . . . . 11
SIGNATURES
JBD74339
CH130 -37 i
TESTIMONIALS
SCHEDULE A REDEVELOPMENT PROPERTY LEGAL DESCRIPTION
SCHEDULE B ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATION
SCHEDULE C [Blank]
SCHEDULE D LIMITED REVENUE TAX INCREMENT NOTE
SCHEDULE E PRELIMINARY PLANS
V
JED74339
CH130 -37 11
I CONTRACT FOR PRIVATE REDEVELOPMENT
' THIS AGREEMENT, made on or as of the day of , 1994,
by and between THE CITY OF CHANHASSEN, a Minnesota municipal corporation
(hereinafter referred to as the "City ") and THE PRESS, INC., a Minnesota
corporation (hereinafter referred to as the "Redeveloper ") ,
WITNESSETH:
WHEREAS, the City has created and established Development District No. 3
(the "District ") pursuant to Minnesota Statutes §§ 469.124 through 469.154 (the
"Act ") and has created within the District, Tax Increment Financing District No. 3 -1
(the "Tax Increment District ") also pursuant to the Act; and
WHEREAS, the City has further adopted its development district program (the
"Program ") for the District describing the objectives of the Program and the public
' assistance needed within the District to carry out the objectives of the Program; and
WHEREAS, there has been presented by the Redeveloper to the City for its
' consideration a proposal for the development of a manufacturing facility within the
District on property located within the Tax Increment District; and
WHEREAS, the City has reviewed the Redeveloper's development proposal and
has determined that the development, if completed, would serve to accomplish the
objectives of the Program.
1 WHEREAS, in order to achieve the objectives of the Program the City will
acquire certain real property in the District, more particularly described in Schedule
A annexed hereto and made a part hereof (which property as so described is
hereinafter referred to as the "Redevelopment Property ") , and is prepared to
convey the Redevelopment Property to the Redeveloper in order to bring about
redevelopment in accordance with the Program and this Agreement; and
' WHEREAS, in order to achieve the objectives of the Program the City has
determined to provide aid and assistance to the Redevelopment Property in the form
of land write down expenditures and other redevelopment costs; and
WHEREAS, the City intends to fund the land write down expenditures and
other redevelopment costs by using tax increments generated from the
Redevelopment Property and the improvements to be constructed thereon; and
WHEREAS, the City believes that the redevelopment of the District pursuant
to this Agreement, and fulfillment generally of this Agreement, are in the vital and
' best interests of the City and the health, safety, morals, and welfare of its
residents, and in accord with the public purposes and provisions of the applicable
state and local laws and requirements under which the Program has been undertaken
and is being assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations
of the parties hereto, each of them does hereby covenant and agree with the other
as follows:
JBD74339
CH130 -37
ARTICLE I I
Definitions
Section 1.1. Definitions In this Agreement, unless a different meaning
clearly appears from the context:
'
"Act" means Minnesota Statutes, Sections 469.001- 469.154 (formerly Municipal
Housing and Redevelopment Act, Minnesota Statutes, Sections 462.411- 462.711) , as
amended.
'
"Agreement" means this Agreement, as the same may be from time to time
modified, amended, or supplemented.
,
Assessed Market Value or Assessed Market Valuation 't means the market
value of real property as determined by the county assessor of the county in
accordance with Minnesota Statutes, Section 273.11 (or as finally adjusted by the
'
assessor, board of equalization, commissioner of revenue, or any court) .
"City" means the City of Chanhassen, a Minnesota municipal corporation and
'
statutory city according to the laws of the State of Minnesota.
"Closing" means the completion of the transaction contemplated in this
Agreement between the parties hereto.
'
"Construction Plans" means the plans, specifications, drawings and related
documents on the construction work to be performed by the Redeveloper on the
'
Redevelopment Property which shall be at least as detailed as the plans required to
be submitted to the building inspector of the City.
"Deficiency Agreement" means the Redeveloper's obligation to pay real
'
property taxes according to the terms of the document attached hereto as Schedule
"Limited Revenue Tax Increment Note" or "Note" means the limited, special
obligation of the City to pay to Redeveloper, from tax increments generated from the
Redevelopment Property, an annual dollar amount, as provided in Section 4.2 of this
'
Agreement and the Note attached as Schedule D.
"Minimum Improvements" means the improvements described in the Preliminary
Plans containing a manufacturing facility expansion of approximately 40, 000 square
feet.
"Preliminary Plans" means those plan sheets and other descriptive material
,
which are identified in the attached Schedule E.
"Redeveloper" means The Press, Inc., a Minnesota corporation, or its
successors and assigns.
"Redevelopment Property" means the real property, a legal description of I
which property is contained on the attached Schedule A.
JBD74339
CB130 -37 2
"Tax Increment" means that portion of the real property taxes paid with
respect to the Tax Increment District which is remitted to the City as tax increment
pursuant to the Tax Increment Act.
"Tax Increment Act" means Minnesota Statutes, Sections 469.174 -.179, as the
same may be amended from time to time.
' "Termination Date" means the date when the City has paid the full amount due
under the terms of this Agreement and the Limited Revenue Tax Increment Note.
' "Tax Official" means any city or county assessor; county auditor; city, county
or state board of equalization, the commissioner of revenue of the state, any state
or federal district court, the tax court of the state, or the State Supreme Court.
' "Unavoidable Delays" means delays which are the direct result of acts of God,
unforeseen adverse weather conditions, fire or other casualty to the Minimum
' Improvements, litigation commenced by third parties which, by injunction or other
similar judicial action causes delays, acts of any federal, state or local governmental
unit (other than the City in enforcing its rights under this Agreement), City
defaults as to the Redeveloper's delays, Redeveloper defaults as to the City's
I delays, or other matters which are not within the control of the Redeveloper as to
the Redeveloper's delays or not within the control of the City as to the City's delays.
JBD74339
C11130 -31 3
s
ARTICLE II I
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 has the right, power and authority to execute, deliver and
perform its obligations according to this Agreement and all other documents to be
'
executed by the City pursuant hereto. The City assures the Redeveloper that the
individuals who execute this Agreement and all other documents executed by the City
or on behalf of the City are duly authorized to sign the same on behalf of the City
,
and to bind the City thereto.
(b) Subject to satisfaction of the terms and conditions of this Agreement,
the City will convey the Redevelopment Property to the Redeveloper for development
,
in accordance with the terms of this Agreement.
(c) Neither the City, nor, to the best of the City's knowledge, any entity
or person has, at any time (i) "released" or actively or passively consented to the
"release" or "threatened release" of any Hazardous Substance (as defined below) on
or under or that would affect the environmental condition of the Redevelopment
Property; or (ii) taken any action in "response" to a "release" in connection with the
,
Redevelopment Property; or (iii) otherwise engaged in any activity or omitted to take
any action which could subject the City or Redeveloper to claims for intentional or
negligent torts, strict or absolute liability, either pursuant to statute or common
'
law, in connection with Hazardous Substances (as defined below) located in or on the
Redevelopment Property, including the generating, transporting, treating, storage,
or manufacture of any Hazardous Substance (as defined below) . The terms set
within quotation marks above shall have the meaning given to them in the
'
Comprehensive Environmental Response and Liability Act, 42 U. S. C . § 9601 et seg ,
as amended (" CERCLA") and any state environmental laws. "Hazardous Substances"
means hazardous waste, toxic substances, formaldehyde, urea, polychlorinated,
biphenyls, asbestos, petroleum, natural gas, synthetic gas usable as fuel or
mixtures thereof, any materials related to any of the foregoing, and substances
defined as "hazardous substances", "toxic substances", "hazardous waste" ,
'
"pollutant", or "contaminant" in CERCLA 42 U.S.C. § 9601 et seg., the Resource
Conservation and Recovery Act as amended, the Hazardous Materials Transportation
Act, 49 U. S . C . § 1801 et seg , the Clean Water Act, 33 U. S. C . § 1251 et seg , any
state laws regarding environmental matters, or any regulations promulgated
'
pursuant to any of the foregoing statutes.
(d) The City does not know of any wells on the Redevelopment Property
,
within the meaning of Minnesota Statutes, Section 103I.
Section 2.2. Representations by the Redeveloper The Redeveloper
'
represents that:
(a) The Redeveloper has the right, power and authority to execute, deliver
and perform its obligations according to this Agreement.
'
(b) If the Redeveloper constructs the Minimum Improvements on the
Redevelopment Property, it will do so in accordance with the terms of this
'
H
C130 - '
CH130 -37 4
i
Agreement, the Program and all local, state and federal laws and zoning, building
code and public health laws and regulations.
' (c) If constructed, the Minimum Improvements will have a market value of
not less than $600,000 inclusive of the value of the Redevelopment Property but
exclusive of the value of any improvements currently located on the Redevelopment
1 Property. Whether or not the Redeveloper constructs the Minimum Improvements,
the Redeveloper agrees to the terms and conditions of the Deficiency Agreement
attached hereto as Schedule C.
' (d) The Redeveloper has received no notice or communication from any
local, state or federal official that the activities of the Redeveloper or the City in the
Project Area may be or will be in violation of any environmental law or regulation.
' The Redeveloper is aware of no facts the existence of which would cause it to be in
violation of any local, state or federal environmental law, regulation or review
procedure. In the event that the City is required to take any action to obtain any
necessary permits or approvals with respect to the Redevelopment Property under
' any local, state or federal environmental law or regulation, the Redeveloper will
cooperate with the City in connection with such action.
1
(e) If the Redeveloper constructs the Minimum Improvements, it will do so
in accordance with all applicable local, state or federal energy conservation laws or
regulations.
(f) Neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement is prevented, limited by or conflicts with or
results in a breach of, the terms, conditions or provisions of any restriction or any
evidences of indebtedness, agreement or instrument of any evidences of
indebtedness, agreement or instrument of whatever nature to which the Redeveloper
is now a party or by which it is bound, or constitutes a default under any of the
foregoing.
(g) Redeveloper agrees to provide the City with the appropriate certificate,
statement or deed provision relating to any wells located on the Redevelopment
Property.
JBD74339
CE130 -37 5
ARTICLE III
Acquisition and Conveyance of Property
Section 3.1. Acquisition of Redevelopment Property The Redeveloper
represents that it has as of the date of this Agreement obtained title to or options to '
acquire title to the Redevelopment Property. Subject to the terms of this
Agreement, the City agrees that it will, subsequent to the Redeveloper's acquisition
of title to the Redevelopment Property, acquire the Redevelopment Property from the
Redeveloper. The conveyance from the Redeveloper to the City shall be by a
standard quit claim deed. Immediately after the City's acquisition of the
Redevelopment Property, the City shall, by quit claim deed, reconvey such property
to the Redeveloper for development in accordance with the terms of this Agreement. ,
The cost to the City of acquiring the Acquisition Parcels and conveying such
property to the Redeveloper shall be paid in accordance with the terms of Section 3.6
of this Agreement. Redeveloper shall periodically inform the City of the status of '
its acquisition activities.
Section 3.2. Conveyance of the Redevelopment Property The City shall
reconvey title to and possession of the Redevelopment Property to the Redeveloper
'
under a quit claim deed. The conveyance of and the Redeveloper's use of the
Redevelopment Property shall be subject to all of the conditions, covenants,
restrictions and limitations imposed by the Program and this Agreement. The
conveyance of title to and the Redeveloper's use of the Redevelopment Property shall
'
also be subject to building and zoning laws and ordinances and all other applicable
local, state and federal laws and regulations.
'
Section 3.3. Time of Acquisition and Conveyance (a) The City shall, subject
to all applicable provisions of law and preconditions to closing contained in this
Agreement, if the Redeveloper is not then in default under the terms of this
'
Agreement, acquire the Redevelopment Property from the Redeveloper and
simultaneously reconvey the Redevelopment Property to the Redeveloper within ten
(10) days after (i) the City's approval of the Preliminary Plans; and (ii) the
Redeveloper having obtained all governmental permits and approvals, necessary to
'
be obtained in order to permit conveyance of the Redevelopment Property to
Redeveloper and construction of the Minimum Improvements, or on such other date
as the City and the Redeveloper shall mutually agree in writing. The Redeveloper
shall take possession of the Redevelopment Property the day of execution and
delivery of the Deed by the City.
(b) Unless otherwise mutually agreed by the City and the Redeveloper, the
'
execution and delivery of all deeds shall be made at the principal office of the City.
Section 3.4. Title (a) Prior to and as a condition to the City's obligation to
acquire the Redevelopment Property, the Redeveloper shall obtain and furnish to the
City a commitment for the issuance of a policy of title insurance. The City shall have
twenty (20) days from the date of its receipt of such commitment to review the state
'
of title and to provide the Redeveloper with a list of written objections to such title.
No objection may be made by the City to any defect or encumbrance on the title
unless and to the extent that such defect or encumbrance would, if uncured, have
the effect of precluding Redeveloper's request to convey marketable title or the
'
construction of the Minimum Improvements. Upon receipt of the City's list of written
objections, the Redeveloper shall proceed in good faith and with all due diligence to
,
JBD74339
CH130 -37 6
attempt to cure the objections made by the City. Within ten (10) days after the date
that all such objections have been cured, to the reasonably satisfaction of the City,
the City shall proceed with its acquisition and reconveyance of such Acquisition
Parcel. The City shall have no obligation to take any action to clear defects in the
title to the Redevelopment Property.
' (b) The City shall take no actions to encumber title to the Redevelopment
Property between the moment the City acquires to the moment on which the City's
Deed is delivered to the Redeveloper, it being understood that such conveyances will
occur simultaneously.
Section 3.5. Soil Conditions The Redeveloper acknowledges that the City
makes no representations or warranties as to the condition of the soils on the
Redevelopment Property or its fitness for construction of the Minimum Improvements
or any other purpose for which the Redeveloper may make use of such property.
The Redeveloper further agrees that it will indemnify, defend, and hold harmless
' the City, its governing body members, officers, and employees, from any claims or
actions arising out of the presence, if any, of hazardous wastes or pollutants on the
Redevelopment Property.
Section 3.6. Purchase Price (a) The City shall pay the Redeveloper as
purchase price for the Redevelopment Property the aggregate principal amount of
$54,831.69. Such payment shall be made entirely and exclusively in accordance with
the terms of a Limited Revenue Note ( "Note ") in substantially the form of the
attached Schedule D. This Note is to be executed by the City and delivered to
Redeveloper at Closing.
' (b) The purchase price to be paid by the Redeveloper for the reconveyance
of the Redevelopment Property from the City shall be $1.00.
' Section 3.7. Taxes and Special Assessments Redeveloper shall pay all taxes
and installments of special assessments due and payable in years prior to the year
of closing. Redeveloper shall pay all installments of taxes and special assessments
' due and payable in the year of Closing. Installments of special assessments due and
payable in future years shall be responsibility of Redeveloper.
1
Section 3.8. Other Costs No cost, fee or other payment relating to any real
estate transaction of any nature shall be payable by the City to any person or
entity; and the City's entire obligation in connection with the purchase and sale of
the Redevelopment Property shall be payment of the purchase price as provided in
this Agreement.
Section 3.9 . Property Reconveyed As Is . Redeveloper acknowledges that the
City shall have no obligation to perform any site work in connection with the
proposed transaction or otherwise. The City's only obligation hereunder is to
reconvey the Redevelopment Property to the Redeveloper in the condition in which
it was conveyed to the City. All site work, including, without limitation, grading,
soil preparation and demolition of all structures and improvements shall be done by
the Redeveloper at Redeveloper's cost.
Section 3.10. Termination In the event that all the preconditions to Closing
have not been satisfied or waived by the party in whose favor the precondition runs,
either party may give the other party ten day written notice of such defaults. If the
other party does not cure such default within such ten day period, this Agreement
JBD74339
C11130 -37
f
may be declared null and void by either party and thereupon, neither party shall
have any obligation or liability to the other hereunder.
In the further event that the closing does not occur on or before
, unless such date is extended by mutual written agreement of the
parties, this Agreement shall automatically become null and void and thereupon
neither party shall have any obligation or liability to the other hereunder.
Section 3.11. Hearing Prior to Sale As a further precondition to the City's
obligations hereunder, the City shall hold all hearings and make all findings as may
be required by law as a precondition to the transaction contemplated herein.
Section 3.12. Assessment Agreement At Closing, and as a precondition to
the City's obligations, the parties shall execute an Assessment Agreement and '
Assessor's Certification in substantially the form of the attached Schedule B. At the
time of execution, the instrument must have been executed by the county assessor.
Subsequent to execution by the parties, the instrument shall be recorded as
provided for in the instrument. '
I
e
JBD74339
CH130 -37 8
I
u
t
ARTICLE IV
' Public Assistance
Section 4.1. Construction of the Minimum Improvements Subject to the terms
and conditions of this Agreement, the Redeveloper agrees to purchase the
Redevelopment Property and if it constructs the Minimum Improvements on the
Redevelopment Property, it will do so substant ally :Jn accordance with the
' Construction Plans. Should the Redeveloper construct the Minimum Improvements,
it agrees to maintain, preserve and keep them in good repair and condition, subject
to reasonable wear and tear and casualty excepted. Notwithstanding anything to the
contrary set forth in this Agreement, the Redeveloper has no obligation to construct
' the Minimum Improvements. The Construction Plans must reasonably conform to the
Preliminary Plans unless such nonconformity is approved by the City.
1 Section 4.2. Form of Public Assistance In order to facilitate the financial
feasibility of the redevelopment of the Redevelopment Property and in consideration
for the Redeveloper's fulfillment of its covenants and obligations under this
' Agreement, the City will provide to the Redeveloper a land -write down from the tax
increments. The public assistance will be payable by the City as indicated below.
(a) Land -Write Down The City agrees to provide the Redeveloper a land-
, write down in an amount of Fifty -four Thousand Eight Hundred Thirty -one Dollars
Sixty -nine Cents ($54,831.69) which shall be paid to the Redeveloper out of and only
out of Available Tax Increment (as such term is described in Schedule D) generated
by the Minimum Improvements constructed on the Redevelopment Property.
Payments of the land write down shall be made solely in accordance with the terms
of Schedule D.
F
1
s
JBD74339
CH130 -37 9
f
ARTICLE V
Tax Increment
Section 5.1. Tax Increment Certification The City has established the Tax
Increment District pursuant to the Tax Increment Act. '
Section 5.2. Real Property Taxes; Special Assessments The Redeveloper
shall pay, in accordance with Section 3.7 herein, all ad valorem taxes and special
assessments on the Redevelopment Property which are payable subsequent to closing '
on the sale of the Redevelopment Property. For the years 1995 through 1998
inclusive, this obligation shall also be a corporate obligation of the Redeveloper
which shall continue for those years even if the Redeveloper sells the Redevelopment
Property, unless the Redeveloper is released of its obligations under this
Agreement.
Section 5.3. Real Property Assessment The Redeveloper shall not cause the
Redevelopment Property to be removed from the public tax rolls or to become exempt
from assessment for general real estate taxes by reason of any conveyance, lease,
abatement or other action until the Termination Date. ,
Section 5.4. Receipt of Tax Increment; Proof of Payment The Redeveloper
shall receive its annual tax increment payment from the City in two equal installments '
which shall be made within 15 days from the date on which the City has remitted its
semi - annual installments of tax increment attributable to the Redevelopment
Property.
Fj
fl
JBD74339
CH130 -37 10
t
'1
ARTICLE VI
Additional Provisions
Section 6.1. Equal Emplovment Opportunity The Redeveloper, for itself and
its successors and assigns, agrees that in the event the Minimum Improvements are
constructed as provided for in the Agreement, it will comply with all applicable
federal, state and local equal employment and nondiscrimination laws and
regulations.
Section 6.2. Restrictions on Use The Redeveloper agrees for itself, and its
successors and assigns, and every successor in interest to the Redevelopment
Property, or any part thereof, that the Redeveloper, and such successors and
assigns, shall devote the Redevelopment Property to, and only to and in accordance
with, the land use regulations of the City of Chanhassen.
Section 6.3. Provisions Not Merged With Deed None of the provisions of this
Agreement are intended to or shall be merged by reason of any deed transferring
any interest in the Redevelopment Property.
Section 6.4. Notices and Demands Except as otherwise expressly provided
in this Agreement, a notice, demand, or other communication under the Agreement
or the deed by either party to the other shall be sufficiently given or delivered only
if it is dispatched by registered or certified mail, postage prepaid, return receipt
requested, or delivered personally; and
(a) in the case of the Redeveloper, is addressed to or delivered personally
to the Redeveloper atz
The Press, Inc.`
Chanhassen, MN
Attention: General Manager
With a copy to
(b) in the case of the City, is addressed to or delivered personally to the
City at 690 Coulter Drive, Box 147, Chanhassen, Minnesota 55317, or at such other
address with respect to either such party as that party may, from time to time,
designate in writing and forward to the other as provided in this Section.
Section 6.5. Disclaimer of Relationships The Redeveloper acknowledges that
nothing contained in this Agreement nor any act by the City or the Redeveloper shall
be deemed or construed by the Redeveloper or by any third person to create any
relationship of third -party beneficiary, principal and agent, limited or general
partner, or joint venture between the City and the Redeveloper.
JBD74339
CH130 -37 11
Section 6.6 . Covenants Running with the Land The terms and provisions of
this Agreement shall be deemed to be covenants running with the Redevelopment
Property and shall be binding upon any successors or assigns of the Redeveloper '
and any future owners or encumbrances of the Redevelopment Property.
Section 6.7. Modifications This Agreement may be modified solely through
written amendments hereto executed by the Redeveloper and the City.
Section 6.8. Counterparts This Agreement may be executed in any number
of counterparts, each of which shall constitute one and the same instrument. '
IN WITNESS WHEREOF, the City has caused this Agreement to be executed in
its corporate name by its duly authorized officers and sealed with its corporate seal;
and the Redeveloper has caused this Agreement to be executed in its corporate name
as of the date first above written.
THE CITY OF CHANHASSEN, MINNESOTA '
(SEAL)
By:
Its Mayor
And
Its City Manager
STATE OF MINNESOTA )
) ss.
COUNTY OF )
On this day of , 1994, before me, a Notary Public within and ,
for said county, appeared and to me personally
known, who being by me duly sworn, did say that they are respectively the Mayor
and City Manager of the City of Chanhassen, Minnesota, a municipal corporation ,
under the laws of the State of Minnesota, on behalf of the corporation.
Notary Public I
I
JBD74339
CH130 -37 12
1
1
1
1
1
1
1
1
i
1
1
1
1
REDEVELOPER:
THE PRESS, INC.
By:
Its
By:
Its
STATE OF MINNESOTA )
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of
, 1994, by and , the and
of THE PRESS, INC., a Minnesota corporation, on behalf of the
corporation.
Notary Public
JBD74339
CB130 -37 13
SCHEDULE A
to
CONTRACT FOR PRIVATE REDEVELOPMENT
REDEVELOPMENT PROPERTY LEGAL DESCRIPTION: '
[to be supplied prior to execution]
J
JBD74339
CH130 -37 A -1 '
i
THIS AGREEMENT, dated as of this day of , 1994, by and
between the CITY OF CHANHASSEN, a Minnesota municipal corporation (the "City")
and THE PRESS, INC., a Minnesota corporation, (the "Redeveloper ") .
WITNESSETH, that
WHEREAS, on or before the date hereof the City and Redeveloper have entered
into a Contract for Private Redevelopment (the "Contract ") regarding certain real
property located in the County of Hennepin, pursuant to which the City is to acquire
certain property, hereinafter referred to as the Redevelopment Property and legally
described in Attachment A hereto; and
WHEREAS, it is contemplated that pursuant to said Contract the Redeveloper
will construct a 40,000 square foot manufacturing facility expansion upon the
Redevelopment Property; and
WHEREAS, the City and Redeveloper desire to establish a minimum market
value for said land and the improvements to be constructed thereon, pursuant to
Minnesota Statutes Section 469.177, Subdivision 8; and
' WHEREAS, the City and the County Assessor for Hennepin County, have
reviewed the preliminary plans and specifications for the improvements which it is
contemplated will be erected;
NOW, THEREFORE, the parties to this Agreement, in consideration of the
promises, covenants and agreements made by each to the other, do hereby agree as
follows
1. The minimum market value which shall be assessed for the land
described in Attachment A , with the Minimum Improvements and other improvements
constructed thereon shall upon substantial completion be not less than $4,600,000.
The parties to this Agreement expect that the construction of the above - referenced
improvements will be entirely completed on or before December 31, 1994.
2. The minimum market value herein established remains in full force and
effect until the earlier of: i) December 31, 2000; or ii) the date on which the City
' is no longer entitled to receive tax increment with respect to the Tax Increment
District for the Redevelopment Area, at which time this Agreement shall terminate.
3. This Agreement shall be promptly recorded by the Redeveloper with a
copy of Minnesota Statutes Section 469.177, Subdivision 8, set forth in Attachment
B hereto. The Redeveloper shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to,
nor shall they be construed as, modifying the terms of the Contract between the City
and the Redeveloper.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties.
li
JBD74339
CH130 -37 B-1
1
I SCHEDULE D
$54,831.69
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
THE CITY OF CHANHASSEN
I LIMITED REVENUE TAX INCREMENT NOTE
The City of Chanhassen (the "City ") , hereby acknowledges itself to be
' indebted and, for value received, promises to pay to the order of The Press,
Inc. , a Minnesota corporation, or its assigns, ( "The Press "), solely from the
Available Tax Increment generated by the Redevelopment Property and
Minimum Improvements, to the extent and in the manner hereinafter provided,
the principal amount of this Note, being Fifty -four Thousand Eight Hundred
Thrity -one Dollars Sixty -nine Cents ($54,831.69), on the Payment Dates (as
hereinafter defined) or such greater amount, if any, which the City is
required to pay in accordance with the terms of this Note.
Each payment on this Note is payable in any coin or currency of the
United States of America which on the date of such payment is legal tender for
public and private debts and shall be made by check or draft made payable to
The Press and mailed to The Press at its postal address within the United
States which shall be designated from time to time by The Press.
The Note is a special and limited obligation and not a general obligation
of the City, which has been issued by the City to aid in financing a "project ",
as defined in Minnesota Statutes Section 469.174, of the City consisting
generally of defraying certain capital and administration costs incurred and
to be incurred by the City within and for the benefit of its Redevelopment
Project ( the "Project ") , and Tax Increment Financing District ( the
"District ") .
' EXCEPT AS TO THE OBLIGATION TO MAKE PAYMENTS FROM TAX
INCREMENT, THE NOTE IS NOT A DEBT OF THE CITY OF CHANHASSEN, OR
THE STATE OF MINNESOTA (THE "STATE "), AND NEITHER THE CITY OF
CHANHASSEN, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF
SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT
OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX
INCREMENT, AS DEFINED BELOW.
Any payments on this Note which are due on any Payment Date shall be
payable solely from and only to the extent that the City shall have received as
of such Payment Date "Available Tax Increment." For the purpose of this
Note, "Available Tax Increment" means any Tax Increment generated in the
years 1996 through 1998 inclusive (or such longer time as provided for in this
Note) and received during the twelve (12) month period preceding a Payment
Date, after deducting therefrom the following amounts:
(i) any payment made to n The , A of amounts' due
hereunder with respect to preious Payment Dates, and
JBD74339
I CH130 -37 D -1
f
(ii) any amounts used to pay any amount pledged for the
payment of tax increment general obligation bonds issued
by the City prior to the date hereof.
(iii) any amounts needed to make payments to a school district
'
pursuant to Minnesota Statutes § 469.177, subd. 10.
For the purposes of this Note, "Tax Increment" means the portion of the real
,
property taxes generated with respect to the said Redevelopment Property
and Minimum Improvements but exclusive of Tax Increment generated with
respect to improvements located on the Redevelopment Property, prior to
September 1, 1994 which is remitted to the City commencing in 1994, as Tax
Increment pursuant to Minnesota Statutes § 469.174- 469.179.
For purposes of this Note, a "Payment Date" shall mean each of the
,
Scheduled Payment Dates set forth on Exhibit A attached hereto, and each
additional Payment Date required in connection with any extension of the term
of this Note as set forth below, because of changes made in Minnesota Statutes
§§ 469.174- 469.179. Notwithstanding anything to the contrary in this Note,
on each of the Payment Dates, the City shall pay to The Press all of the
Available Tax Increment up to the amount of the Scheduled Payment; but in
no event shall the aggregate of all such payments be in excess of $54,831.69.
To the extent that on any Payment Date the City is unable to make a payment
from Available Tax Increment at equal to the Scheduled Payment due on such
date as a result of having received, as of such date, insufficient Available Tax
'
Increment, such failure shall not constitute a default under this Note and,
except as provided below, the City shall have no obligation under this Note,
or otherwise, to subsequently pay any such deficiency. If, and only if, on
'
any Payment Date there is insufficient Available Tax Increment to make the
Scheduled Payment due on such date and such insufficiency is a result of
changes made in Minnesota Statutes § § 469.174- 469.179 subsequent to the date
of the Contract for Private Redevelopment dated between the City
and The Press (the "Redevelopment Contract ") , the amount of such deficiency
in the Scheduled Payment shall be deferred and shall be paid on the next
the
Payment Date on which the City has Available Tax Increment in excess of
amount necessary to make the Scheduled Payment due on such Payment Date,
and if such deficiency has not been paid in full by the final Scheduled Payment
Date set forth on Exhibit A attached hereto, then the term of this Note shall
be extended to include additional successive Payment Dates on which any
Available Tax Increment will be applied to the payment of such accrued and
unpaid deficiencies in the Scheduled Payments to be made hereunder. In no
case, however, shall the term of this Note and the City's obligation to make
'
payments hereunder, extend beyond the last date upon which the City
receives tax increment based upon construction of the Minimum Improvements
or the expiration of the Tax Increment District, whichever comes first.
This Note shall not be payable from or constitute a charge upon any
funds of the City of Chanhassen, and the City shall not be subject to any '
liability hereon or be deemed to have obligated itself to pay hereon from any
funds except the Available Tax Increment, and then only to the extent and in
the manner herein specified.
The Press shall never have or be deemed to have the right to compel any
exercise of any taxing power of the City or of any other public body, and
JBD74339
CB130 -37 D -2
u
neither the City nor any council member, officer, employee or agent of the
City, nor any person executing or registering this Note shall be liable
personally hereon by reason of the issuance or registration hereof or
otherwise.
This Note shall not be transferable or assignable, in whole or in part,
by The Press without the prior written consent of the City.
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 have happened, and to be performed precedent to and in the issuance
of this Note have been done, have happened, and have been performed in
regular and due form, time, and manner as required by law; and that this
Note, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the
indebtedness of the City to exceed any constitutional or statutory limitation
thereon.
IN WITNESS WHEREOF, the city council or the City of Chanhassen has
caused this Note to be executed by the manual signatures of the Mayor and the
City Manager of the City and has caused this Note to be dated as of
mayor
r
JBD74339
CH130 -37 D -3
City Manager
EXHIBIT A
Scheduled Payment Dates
and Amounts of Scheduled Payments
Scheduled
Payment Dab
December 31,
December 31,
December 31,
Scheduled
?s Payments'
1996 $ 18,277.23
1997 $ 18,277.23
1998 $ 18,277.23
'Scheduled payments are to be made up to these amounts but only from
Available Tax Increment.
JBD74339
CH130 -37 D -4
I
i
Ll
11
LJ
n
' JBD74339
CH130 -37
EXHIBIT B
Description of Redevelopment Pro erty
Redevelopment Property
[ to be supplied prior to execution]
D -5
I
SCHEDULE B
ASSESSMENT AGREEMENT
and
S
ASSESSOR'S CERTIFICATION
By and among
i
THE CITY OF CHANHASSEN
j
and
'
THE PRESS, INC.
'
This Document was drafted by:
Y
HOLMES & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402
JBD74339
CH130 -37
'
THIS AGREEMENT, dated as of this day of , 1994, by and
between the CITY OF CHANHASSEN, a Minnesota municipal corporation (the "City")
and THE PRESS, INC., a Minnesota corporation, (the "Redeveloper ") .
WITNESSETH, that
WHEREAS, on or before the date hereof the City and Redeveloper have entered
into a Contract for Private Redevelopment (the "Contract ") regarding certain real
property located in the County of Hennepin, pursuant to which the City is to acquire
certain property, hereinafter referred to as the Redevelopment Property and legally
described in Attachment A hereto; and
WHEREAS, it is contemplated that pursuant to said Contract the Redeveloper
will construct a 40, 000 square foot manufacturing facility expansion upon the
Redevelopment Property; and
WHEREAS, the City and Redeveloper desire to establish a minimum market
value for said land and the improvements to be constructed thereon, pursuant to
Minnesota Statutes Section 469.177, Subdivision 8; and
WHEREAS, the City and the County Assessor for Hennepin County, have
reviewed the preliminary plans and specifications for the improvements which it is
contemplated will be erected;
NOW, THEREFORE, the parties to this Agreement, in consideration of the
promises, covenants and agreements made by each to the other, do hereby agree as
follows:
1. The minimum market value which shall be assessed for the land
described in Attachment A , with the Minimum Improvements constructed thereon
shall upon substantial completion be not less than $4,600,000. The parties to this
Agreement expect that the construction of the above - referenced improvements will
be entirely completed on or before December 31, 1994.
2. The minimum market value herein established remains in full force and
effect until the earlier of: i) December 31, 2000; or ii) the date on which the City
is no longer entitled to receive tax increment with respect to the Tax Increment
District for the Redevelopment Area, at which time this Agreement shall terminate.
3. This Agreement shall be promptly recorded by the Redeveloper with a
copy of Minnesota Statutes Section 469.177, Subdivision 8, set forth in Attachment
B hereto. The Redeveloper shall pay all costs of recording.
4. Neither the preambles nor provisions of this Agreement are intended to,
nor shall they be construed as, modifying the terms of the Contract between the City
and the Redeveloper.
5. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties.
JBD74339
CH130 -37 B -1
CITY OF CHANHASSEN
Rc7
Its City Manager
THE PRESS, INC.
By
Its
By
Its
STATE OF MINNESOTA )
ss
COUNTY OF )
The foregoing instrument was acknowledged before me this _ day of
, 199 , by and , the
Mayor and City Manager, respectively, of the City of Chanhassen, a Minnesota
municipal corporation, on behalf of the corporatin.
STATE OF MINNESOTA )
Notary Public
SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 1994, by of The Press, Inc., a Minnesota
corporation.
By
Its Mayor
Notary Public
JBD74339
CH130 -37 B -2
t
I CERTIFICATION BY COUNTY ASSESSOR
r
The undersigned, having reviewed the plans and specifications for the
improvements to be constructed and the minimum market value assigned to the land
upon which the improvements are to be constructed, and being of the opinion that
the minimum market value contained in the foregoing Agreement appears reasonable,
hereby certifies as follows: The undersigned Assessor, being legally responsible
r for the assessment of the above described property, hereby certifies that the
minimum market value assigned to such land and improvements commencing on
December 31, 1994 (to be calculated on January 2, 1995) shall not be less than Four
' Million Six Hundred Thousand Dollars ($4,600,000) until termination of this
Agreement.
STATE OF MINNESOTA )
ss
COUNTY OF HENNEPIN )
Assessor for Hennepin County,
Minnesota
The foregoing instrument was acknowledged before me this _ day of
, by the County Assessor for Hennepin
County, Minnesota.
1
r
r
1
1
1
JBD74339
C11130 -31
r
r-M
Notary Public
f
Legal Description of Land
Redevelopment Property: [To be supplied prior to execution.
ATTACHMENT A I
r
JHD74339
CE130 -37
1
I ATTACHMENT B
' Section 469.177, Subd. 8. Assessment agreements. An authority may, upon
entering into a development or redevelopment agreement pursuant to section
469.176, subdivision 5, enter into a written assessment agreement in recordable form
with the developer or redeveloper of property within the tax increment financing
district which establishes a minimum market value of the land and completed
improvements to be constructed thereon until a specified termination date, which
date shall be not later than the date upon which tax increment will no longer be
remitted to the authority pursuant to 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 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 such agreement:
The undersigned assessor, being legally responsible for the
assessment of the above - described property upon completion of
the improvements to be constructed thereon, hereby certifies
that the market value assigned to such land and improvements
upon completion shall not be less than $
Upon transfer of title of the land to be developed or redeveloped from
the authority to the developer or redeveloper, such assessment agreement,
together with a copy of this subdivision, shall be filed for record and
recorded in the office of the county recorder or filed in the office of the
registrar of titles of the county where the real estate or any part thereof is
situated. Upon completion of the improvements by the developer or
redeveloper, the assessor shall value the property pursuant to section 273. 11,
' except that the market value assigned thereto shall not be less than the
minimum market value contained in the assessment agreement. Nothing herein
shall limit the discretion of the assessor to assign a market value to the
' property in excess of the minimum market value contained in the assessment
agreement nor prohibit the developer or redeveloper from seeking, through
the exercise of administrative and legal remedies, a reduction in market value
for property tax purposes; provided, however, that the developer or redevel-
oper shall not seek, nor shall the city assessor, the county assessor, the
county auditor, any board of review, any board of equalization, the
commissioner of revenue or any court of this state grant a reduction of the
market value below the minimum market value contained in 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 or filing of an assessment agreement complying with the
terms of this subdivision shall constitute notice of the agreement to any
' subsequent purchaser or encumbrancer of the land or any part thereof,
whether voluntary or involuntary, and shall be binding upon them.
1
JBD74339
CH130 -37
i
Y
C
C
ii
Ir'..
oil
i
1
Ikr,�
.I
1 1
� 1
s
THE PRESS
40,000 Square Foot Manufacturing Addition
Location - Lot 1, Block 1, Park One Second Addition
New Minimum Market Value: $4,600,000
New Added Value $600,000
x 4.6%
27,600
Fiscal Disparities % x .455003
$12,558.08
x 133.229% Tax Capacity % Industrial
$ 16,731.00
$27,600.00
- 12.558.08
$15,041.92
x 131.788 Tax Capacity % Residential
$19,823.45
$16,731.00
+19,823.45
Total Annual Taxes $36,554.45
— 2 (Minus 50% for school aid
$18,277.23 contributions and fiscal disparities)
x 3 years
Total Incentives $54,831.69
Payments back to the Press:
1996 $18,277.23
1997 $18,277.23
1998 $18,277.23
Total $54,831.69