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3 Eden Trace Corp Request CITY OF CHANHASSEN 'City Onl" Drillt, PO Box /47 'hanhas;en, Minnaofa 55317 Phone 612.937.1900 Gen"aJ Fax 612.937.5739 'gineering Fax 612.937.9152 blic Stlftty Fax 612.934.2524 ïeb www.ci.chanhassro.mn.us 91 - " MEMORANDUM TO: Scott A. Botcher, City Manager FROM: Todd Gerhardt, Assistant City Manager DATE: March 3, 2000 SUBJ: Consider Approval of a Private Redevelopment Agreement with Eden Trace Corporation - Lot 2, Block I, Chanhassen Lakes Business Park 8th Addition Attached for the city council's review is a Private Redevelopment Agreement between the City ofChanhassen and Eden Trace Corporation (see Attachment #1). The city council created TlF District No.4 in August of 1999 (see Attachment #2). In conjunction with the creation of this district, the Tax Increment Plan incorporated the city's current three year incentive program for businesses meeting on of the following qualifications: I. Discourage businesses from moving to another state or municipality; 2. Increase employment in the state; or 3. Preserve and enhance the tax base of the state. Eden Trace Corporation meets two of the three qualifications. They will be enhancing the tax base by approximately $73,787 per year and creating 2 new jobs. Eden Trace Corporation is proposing to construct a 43;730 sq. ft. office/warehouse facility. The estimated amount of incentives available total $53,461 based on the outstanding special assessments against this site (see Attachment #3). The city would make payment back to Eden Trace Corporation in the following years based on the new taxes1!enerated from their facility: 2002 2003 2004 Total Incentives $17,820.00 $17,820.00 $17 .820.00 $53,461.00 RECOMMENDATION Staff recommends approval of the Private Redevelopment Agreement with Eden Trace Corporation and their request for $53,461.00 in city assistance. ATTACHMENTS 1. Private Redevelopment Agreement 2. 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February, 2000 Location: Carver County Lot 2, Block I, Chanhassen Lakes Business Park 8th Addition DEVELOPMENT PROPOSAL FOR EDEN TRACE CORPORATION 43,730 Square Foot Office Warehouse Facility Estimated Taxes for 2000 Minimwn Market Value: $1,530,550.00 - 150.000.00 $1,380,000.00 x 3.4% $ 46,939.00 x 3.600.00 (2.4% of the first $150,000 $ 50,539.00 of market valuation) x 1.46% (Estimated Tax capacity %) $ 73,787.00 Proposed Development Incentive 73,787.00 Yearly Taxes 36.893.00 Fiscal Disparities/School Aid* $36,894.00 Total Estimated Incentive Per Year * This property is located within an Economic Development Tax Increment Financing District, thus you must pay into fiscal disparities and school contributions. ** To be used only special assessments and land write-down. Proposed Payment Schedule if Project is completed by January 1,2001. Estimate Increase in Taxes 2002 $17,820 2003 $17,820 2004 $17.820 $53,461 CONTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE CITY OF CHANHASSEN AND EDEN TRACE CORPORATION, LLC a Minnesota Limited Liability company ,2000 TABLE OF CONTENTS ARTICLE I Definitions Section 1.1. Definitions..............................................................................................................2 ARTICLE II Representations and Warranties Section 2.1. Section 2.2. Representations by the City ...................................................................................3 Representations by the Redeveloper .....................................................................3 ARTICLE III [blank) ARTICLE IV Public Assistance Section 4.1. Section 4.2. Section 4.3. Construction of the Minimum Improvements ......................................................6 Form of Public Assistance ................ .... ............ ..................... ................................ 6 Business Subsidy Agreement ..................... ...... ............................ ......................... 6 ARTICLE V Tax Increment Section 5.1. Section 5.2. Section 5.3. Section 5.4. Tax Increment Certification ..................................................................................9 Real Property Taxes; Special Assessments...........................................................9 Real Property Assessment .................. ......... ....... ............... ...... .............................. 9 Assessment Agreement ......................................................................................... 9 ARTICLE VI Additional Provisions Section 6.1. Section 6.2. Section 6.3. Section 6.4. Section 6.5. Section 6.6. Section 6.7. Section 6.8. Section 6.9. Equal Employment Opportunity .........................................................................1 0 Restrictions on Use ..............................................................................................10 Provisions Not Merged With Deed .....................................................................1 0 Notices and Demands ..........................................................................................10 Disclaimer of Relationships ................................................................................10 Covenants Running with the Land......................................................................1 0 Modifications .......................................................................................................1 0 Counterparts ........... ................................................. ............ .... ...................... .......1 0 Assignment ..........................................................................................................11 J8D-169227 CH135·51 1 SIGNATURES TESTIMONIALS SCHEDULE A SCHEDULE B SCHEDULE C JBD-169227 CH135-51 ..............................................................................................................................12 REDEVELOPMENT PROPERTY LEGAL DESCRIPTION ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATION [Blank] 11 , '~ CONTRACT FOR PRWATE REDEVELOPMENT THIS AGREEMENT, made on or as of the day of , 2000, by and between THE CITY OF CHANHASSEN, a Minnesota municipal corporation (hereinafter referred to as the "City") and EDEN TRACE CORPORATION, LLC, a Minnesota limited liability company (hereinafter referred to as the "Redeveloper"), WITNESSETH: WHEREAS, the City has created and established Development District No.4, (the "District") pursuant to Minnp.<:ntR ~tRtlltP.', §§ 469.124 through 469.154 (the "Act") and has created within the District, Tax Increment Financing District No.4-I, (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 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. WHEREAS, in order to achieve the objectives of the Program the City has determined to provide aid and assistance to the Redevelopment Property by utilizing tax increment generated from the Redevelopment Property to reduce the special assessments levied to finance the public improvements in the District. WHEREAS, the City intends to fund the special assessment assistance 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: JBD-t69227 CH135,51 I ARTICLE I Definitions Section 1.1. n"tinitinn.. In this Agreement, unless a different meaning clearly appears :!Tom the context: "Act" meanS Minnesota Statutes, Sections 469.001-469.154 (formerly Municipal Housing and ~edevelopment Act, Minnesota Statutes, Sections 462.411-462.711), as amended. "Agreement" means this Agreement, as the same may be :&om time to time modified, amended, or supplemented. "Assessed Market Value" or "Assessed Market Valuation" 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 ofthe 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. "Minimum Improvements" means the improvements described in the Preliminary Plans containing an office/warehouse manufacturing facility of approximately 43,730 square feet. "Preliminary Plans" means those plan sheets and other descriptive material which are identified in the attached Schedule E. "Redeveloper" means Eden Trace Corporation, LLC, a Minnesota Limited Liability Company, or its successors and assigns. "Redevelopment Property" meanS the real property, a legal description of which property is contained on the attached Schedule A. "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. JBD·169227 CH135·51 2 "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, labor disputes, 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 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. ARTICLE II Representations and Warranties Section 2.1. R"pr"."nt"tinn. hy th" r.ity The City makes the following representations as the basis for the undertaking on its part herein contained: (a) Subject to matters described in Section 5.5 of this Agreement, 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. Section 2.2. R"pr"."nt"tinn. hy th" R"ci"v"¡op"r. 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 Agreement, 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 $1,505,000 inclusive of the value of the Redevelopment Property but exclusive of the value of any improvements currently located on the Redevelopment Property. (d) As of this date, 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 ofany 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. (e) If the Redeveloper constructs the Minimum Improvements, it will use its best efforts to do so in accordance with all applicable local, state or federal energy conservation laws or regulations. i8D-\69227 CHI35-5\ 3 (t) 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. J80-\69227 CH\ 35-5 \ 4 ~ ~,. ARTICLE III Acquisition and Conveyance of Property Section 3.1. A"q¡li~ition of R..ct..v..lopm..nt PropPrty. 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 tenus 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 tenus of this Agreement. The cost to the City of acquiring the Redevelopment Property and conveying such property to the Redeveloper shall be paid in accordance with the tenus of Section 3.6 of this Agreement. Section 3.2. C:onv"}'ßn".. of th.. Rect..velopm..nt 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 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 A"qlli~ition ßnct C:onv"Y"nœ. (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 tenus 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 pennits and approvals, necessary to be obtained in order to penuit 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. (2) 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. )BD-\69227 CHI35-5\ 5 Section 3.4. IitI.t:. (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 ITom 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 encwnbrance on the title unless and to the extent that such defect or encwnbrance would, if uncured, have the effect of precluding Redeveloper's request to convey marketable title or the construction of the Minimwn Improvements. Upon receipt of the City's list of written objections, the Redeveloper shall proceed in good faith and with all due diligence to 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 the Redevelopment Property. 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 encwnber 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. Snil Cnnclitinn~. 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 Minimwn Improvements or any other purpose for which the Redeveloper may make use of such property. The Redeveloper further agrees that it will indemnity, defend, and hold hannless the City, its governing body members, officers, and employees, ITom any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants on the Redevelopment Property. Section 3.6. Pllr"hR~e Pri"", (a) The City shall pay the Redeveloper as purchase price for the Redevelopment Property the aggregate principal amount of$53,461.00. Such payment shall be made entirely and exclusively in accordance with the tenns of the Limited Revenue Note ("Note") in substantially the fonn of the attached Schedule D. The Note is to be executed by the City and delivered to Redeveloper at Closing. Section 3.7. TRxe~ Rncl SpedRl A~~e~~ment~. 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. Section 3.8. Other Cn~t~. 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 except as otherwise set forth in this Agreement, the City's entire obligation in connection with the purchase and sale of the Redevelopment Property shall be payment of the purchase price and reconveyance of the Redevelopment Property as provided in this Agreement. Section 3.9. Property Re"nnveyecl A~ r~, Redeveloper acknowledges that the City shall have no obligation to perfonn 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 JBD-169227 CH135-51 6 I 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 3.1 O. T"nninAtion, 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 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 December 31, 2000, UlÙess 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. H"Aring Prior to SA]". 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. A.."..m"nt Agr""m"nl. At Closing, and as a precondition to the City's obligations, the parties shall execute an Assessment Agreement and the City shall secure the Assessor's Certification all 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. I8D-169227 CH135-51 7 ARTICLE IV Public Assistance Section 4.1. ron.tnl~tion ofthp. Minimllm Improvp.mp.nt., Not later than 10 days following the execution on this Agreement, the Redeveloper shall submit to the City and the City will approve preliminary development plans for the Redevelopment property which show all site improvements in sufficient detail for review by the City. The City Council will approve the preliminary plans if it finds the elements of the proposed development, including architectural style acceptable. 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 substantially in accordance with the preliminary 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. The Construction Plans must reasonably conform to the preliminary plans unless such nonconformity is approved by the City Council. The City agrees that it will promptly consider any proposed amendment to the preliminary plans, will not unreasonably withhold its approval of such proposed amendments and will approve the same if the amended plans: i) do not indicate a reduction in the market value of the improvements; and ii) in the reasonable judgment of the City, such amendment is in conformity with the applicable land use regulations of the City. Section 4.2. Fonn of Pllhli~ A..i.tAn~.... 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 agrees to provide a write-off of special assessments to be assessed against the Redevelopment Property for public improvements in the amount of $53,461.00. The write-off of special assessments is to be achieved by the City's collection of the total annual tax increment generated by the Redevelopment Property and withholding a portion thereof to pay for the special assessment write-off. The tax increment remitted to the City form the Redevelopment Property for the years 2002, 2003, and 2004 inclusive shall be allocated to the write-off in the amount of $17,820.00 per each year. In any year, commencing with the year 2002 and ending with the year 2004, in which the tax increment is not greater than or equal to $53,461.00, the Redeveloper shall pay the City the difference between the actual tax increment amount and $53,461.00 as a deficiency, within 30 days of receipt of a notice of deficiency from the City. Section 4.3. RII.inp... SlIh.icly Agrp.p.mp.nt, The provisions of this Section constitute the "business subsidy agreement" for the purposes of the Business Subsidy Act (Chapter 243, Article 12, Laws 1999.) (a) C;p.np.rAI Tp.nn.. The parties agree and represent to each other as follows: PN'!1'!,tIli (c~~~1;The subsidy provided to the Redeveloper involves use of tax increment for the payment of special assessments to be levied against the Redevelopment Property as more fully described elsewhere in this contract. The subsidy has an estimated value 0£$53,461.00. (2) The public purposes for the subsidy are as described in the Development District Program for the District. JBD· J 69227 CH135-5J 8 (3) The goals for the subsidy are: to secure development of the Minimum Improvements on the Redevelopment Property; to maintain such improvements for at least 5 years as described in clause (6) below; and to create the jobs and wage levels in accordance with Section 4.3(b) hereof. (4) If the goals described in clause (3) are not met, the Redeveloper must make the payments to the City described in Section 4.3( c) (5) The subsidy is needed because site development costs, and the cost of Public Improvements assessed against the Redevelopment Property, make development of the Minimum Improvements financially infeasible without public assistance, all as determined by the City upon approval of the TIF Plan. (6) The Redeveloper must continue operation of the Minimum Improvements for at least five years after the date of issuance of the certificate of completion. (7) The Redeveloper does not have a parent corporation. (8) The Redeveloper 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 the Development Property or the Minimum Improvements. (a) Inh Ami WAf!/' (;nAI< Within two years after the date of issuance of the certificate of completion of the Minimum Improvements (the "Compliance Date"), the Redeveloper shall cause to be created at least 2 new full-time equivalent jobs on the Redevelopment 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 of all employees on the Redevelopment Property to be no less than $40,000, exclusive of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in this paragraph are met by the Compliance Date, those goals are deemed satisfied despite the Redeveloper's continuing obligations under sections 4.3(a)(6) and 4.3(d). The City may, after a public hearing, extend the Compliance Date by up to a year, provided that nothing in this Section will be construed to limit the City's legislative discretion regarding this matter. (b) Rp.mp.nip.< . If the Redeveloper fails to meet the goals described in Section 4.3(a)(3), the Redeveloper shall repay to the City upon written demand from the City (a) a "pro rata share" of the amount of subsidy expended by the City to write-off special assessments against the Redevelopment Property. The term "pro rata share" means percentages calculated as follows: (i) if the failure relates to the number of jobs, the jobs required less the jobs created, divided by the jobs required; (ii) if the failure relates to wages, the number of jobs required less the number of jobs that meet the required wages, divided by the number of jobs required; (iii) if the failure relates to maintenance of the facility in accordance with Section 4.3(a)(6), 60 less the number of months of opemtion as the required facility (where any month in which the facility is in operation for at least 15 days constitutes a month of operation), commencing on the date of the certificate of JBD-J69227 CH\35-51 9 (d) i8D-169227 CHl35-5\ completion and ending with the date the facility ceases to be so operated as determined by the City, divided by 60; and (iv) if any more than one Qf clauses (I) through (iii) apply, the sum of the applicable percentages, not to exceed 100%. Nothing is this section shall be construed to limit the City's remedies otherwise available to it under this contract. In addition to the remedy described in this Section and any other remedies available to the City for failure to meet the goals stated in Section 4.3(a)(3), the Redeveloper agrees and understands that it may not receive a business subsidy from the City or any grantor (as defined in the Business Subsidy Act) for a period of five years ITom the date of the failure or until the Redeveloper satisfies its repayment obligations under this Section, whichever occurs first. Report. The Redeveloper must submit to the City a written report regarding business subsidy goals and results by no later than March I of each year, commencing March I, 2000 and continuing until the later of (i) the date the goals stated in Section 4.3(a)(3) are met; (ii) 30 days after expiration of the five-year period described in Section 4.3(a)(6); or (iii) if the goals are not met, the date the subsidy is repaid in accordance with Section 4.3(c). The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act. The City will provide information to the Redeveloper regarding the required forms. If the Redeveloper fails to timely file any report required under this section, the City will mail the Redeveloper a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Redeveloper fails to provide a report, the Redeveloper must pay the City a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this section is $1,000. 10 ARTICLE V Tax Increment Section 5.1. To" Tncrem"nt C"rtific.ation. The City has established the Tax Increment District pursuant to the Tax Increment Act. Section 5.2. R"ol ~rty To"".' ~p"ciol A.."..m"nt.. Subject only to Section 4.2, the Redeveloper shall pay all ad valorem taxes and special assessments on the Redevelopment Property. For the years 2002 through 2004 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. The Authority agrees that the Redeveloper is released from such corporate obligation in the event and to the extent that any transferee of the Redevelopment Property pays such taxes and special assessments. Section 5.3. R"ol Prop"rty A.."..m"nt The Redeveloper shall not cause the Redevelopment Property to be removed ITom 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. A.""..m"nt Agr""m"nt Not later than the date on which the Certificate of Completion is issued for completion of the Minimum Improvements, and as a precondition to the receipt of the assistance provided in this agreement, the parties shall execute and Assessment Agreement and the City shall secure the Assessor's Certification all 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, the instrument shall be recorded as provided for in the instrument. JBD-169227 CH135·51 11 ARTICLE VI Additional Provisions Section 6.1. F.qu.l Fmploynlfmt Opportllnity 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. Rp.<lTiction< on IJ"". 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 in effect on the date of the issuance of a building permit for construction of Minimum Improvements. Section 6.3. Pmvi.ion< Not Mp.rgl'eI With OP.P.eI. 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. Noticp.. .nel Op.m.nel., 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 to the Redeveloper at 7525 Mitchell Road, Suite 110, Eden Prairie, MN 55347; and (b) in the case of the City, is addressed to or delivered personally to the City at 690 City Center 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. Oi.cI.imp.r of Rp.I.tion.hip" 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. Section 6.6. (;ovp.n.nt. R IInning with thp. r $Inel. 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. Mnclitic.tion<. This Agreement may be modified solely through written amendments hereto executed by the Redeveloper and the City. Section 6.8. (;ollntp.rp.rt.. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. I8D·169227 CH135·51 12 Section 6.9. A..igflmp.nt. The Redeveloper may at any time that it is not in default under this Agreement assign its rights and obligations hereunder to another entity which is acceptable to the City in its reasonable discretion. The assignment must be evidenced by an instrument in recordable form and acceptable to the City whereby the Redeveloper assigns and the assignee accepts all of the Redeveloper's rights and obligations hereunder. Section 6.1 O. Wage and Job Covenants. (a) By no later than two years after the first date on which the Redeveloper receives any payment under the note issued to Redeveloper pursuant to Section 4.2 hereof, the Redeveloper shall create on the Redevelopment Property at least 3 new jobs and the gross annual wages for all such employees of Redeveloper located on the Redevelopment Property shall be no less than $40,000. The Redeveloper shall submit to the City a written report by April I of each year after completion of the Minimum Improvements describing employment and wages in sufficient detail to enable the City to determine compliance with this Section. (b) If the Redeveloper fails to comply with any of the terms of this Section, the Redeveloper shall repay the City, upon written demand !Tom the City, any payments made to the Redeveloper under Section 4.2. Nothing in this Section shall be construed to limit the City's other remedies hereunder. 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 Nancy Mancino Its Mayor And Scott Botcher Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF ) On this _ day of , 2000, before me, a Notary Public within and for said county, appeared Nancy Mancino and Scott Botcher, 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 JBD·\69227 CHI35-5\ 13 REDEVELOPER: EDEN TRACE CORPORATION, LLC By Its By Its STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2000, by and , the and of Eden Trace Corporation, LLC, a limited liability Minnesota company on behalf of the company. Notary Public JBlJ.. I 69227 CH135·51 I4 SCHEDULE A to CONTRACT FOR PRIVATE REDEVELOPMENT REDEVELOPMENT PROPERTY LEGAL DESCRIPTION: Lot 2, Block I, Chanhassen Lakes Business Park 8th Addition JBO·169127 CH135-51 A-I ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION By and among THE CITY OF CHANHASSEN and EDEN TRACE CORPORATION, LLC THIS AGREEMENT, dated as of this _ day of , 2000, by and between the CITY OF CHANHASSEN, a Minnesota municipal corporation (the "City") and EDEN TRACE CORPORATION, LLC, a Minnesota limited liability company (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 Carver, pursuant to which the City is to acquire certain property, hereinafter referred to as the Redevelopment Property and legally described in Att."hmpnt A hereto; and WHEREAS, it is contemplated that pursuant to said Contract the Redeveloper will construct a 43,730 square foot facility 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 Minnp<ot. St.tntp< Section 469.177, Subdivision 8; and WHEREAS, the City and the County Assessor for Carver 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 separate parcel described in A tt."hmpnt A. with the Minimum Improvements and other improvements constructed thereon shall upon substantial completion be not less than $1,530,550. The parties to this Agreement expect that the construction of the above-referenced improvements will be entirely completed on or before December 31,2000. 2. The minimum market value herein established remains in full force and effect until the date on which the City is no longer entitled to receive tax increment with respect to the Tax Increment District, at which time this Agreement shall terminate. 3. This Agreement shall be promptly recorded against each parcel by the Redeveloper with a copy of Minnp<ot. St.tntp< Section 469.177, Subdivision 8, set forth in Att."hmpnt R 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. CITY OF CHANHASSEN By Nancy Mancino Its Mayor By Scott Botcher Its City Manager EDEN TRACE CORPORATION, LLC By Its By Its STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2000, by Nancy Mancino and Scott Botcher, the Mayor and City Manager, respectively, of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of and the of EDEN TRACE CORPORATION, LLC, a Minnesota limited , 2000, by and liability company. Notary Public CERTIFICATION BY COUNTY ASSESSOR 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 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, 1999 (to be calculated on January 2, 2000) shall not be less than $1,530,550 until tennination of this Agreement. Assessor for Carver County, Minnesota STATE OF MINNESOTA ) ) ss COUNTY OF CARVER ) by The foregoing instrument was acknowledged before me this _ day of , the County Assessor for Carver County, Minnesota. ,2000, Notary Public ATTArHMFNT A Legal Description of Land REDEVELOPMENT PROPERTY: Lot 2, Block I, Chanhassen Lakes Business Park 8th Addition A IT Af:HMFNT R 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 fonn 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 tennination 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. I 76, subdivision I. 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 $1,530,550. 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 redeveloper 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 tenn 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 tenns 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. SCHEDULE C [Blank) JBD-169227 CH13S-SI C-l SCHEDULE D $53,461 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF CARVER THE CITY OF CHANHASSEN 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 EDEN TRACE CORPORATION, LLC, a Minnesota limited liability company or its assigns ("Developer"), solely from the Available Tax Increment generated by the Redevelopment Property and Minimum Improvements located on such parcel, to the extent and in the manner hereinafter provided, the amount of this Note, being $53,461, on the Payment Dates (as hereinafter defined) or such greater amount, if any, which the City is required to pay in accordance with the tenns of this Note. Each payment on this Note is payable without interest and 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 Developer and mailed to Developer at its postal address within the United States which shall be designated from time to time by Developer. 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 Minn".ot" St"tllt". 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 2002 through 2004 inclusive and received during the six (6) month period preceding a Payment Date, after deducting there from the following amounts: (i) any payment made to Developer of amounts due hereunder with respect to previous Payment Dates, and JBD-169227 CHI3S-SI D-1 (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 Minn"""t" St"tnt.,., § 469.177, subd. 10. (iv) any amounts required to make fiscal disparities contributions and school aid contributions. For the purposes of this Note, "Tax Increment" means the portion of the real property taxes generated with respect to the Parcel A said Redevelopment Property and Minimum Improvements constructed on Parcel A which is remitted to the City commencing in 1997, as Tax Increment pursuant to Minn...nt" St"h.t... § 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 tenn of this Note as set forth below, because of changes made in Minn...nt" St"M... §§ 469.174-469.179. Notwithstanding anything to the contrary in this Note, on each of the Payment Dates, the City shall pay to Developer 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 $53,461. To the extent that on any Payment Date the City is unable to make a payment fÌ'om 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 Minn...nt" St"h.t... §§ 469.174-469.179 subsequent to the date of the Contract for Private Redevelopment dated between the City and Developer (the "Redevelopment Contract"), the amount of such deficiency in the Scheduled Payment shall be deferred and shall be paid on the next Payment Date on which the City has Available Tax Increment in excess of the 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, the Note shall nonetheless terminate and the City shall have no obligation to make payment of such deficiencies. This Note shall not be payable fÌ'om 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 fÌ'om any funds except the Available Tax Increment, and then only to the extentÿand in the manner herein specified. Developer 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 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. JBD-J69227 CHI35-SI 0-2 Ø3-Ø8-2ØØØ 04:18PM FROM EdenTrace Corporation I , ~ I jNllllœ I ! TO 1~1· $13'1 9375739 P.02 I Pnj Colt Bøû:cIoø: AJ1-'S 1.617. 2.1'5 S.'~ I it '~:lç ! s lIó/,~ ¡ it , T\II8I~ s ~. 8'~s;, OG"b D#' /Q'OO ,/ , 1. .¡;}'Im filed bIIItraptIjy'1 y~NIt.)L. 11 deIIIJa CIII. --44 rbeet. ; 2.. . yo,¡ ¡oof!H.-=-_--..¡y~NoL I 3. :If:j:. ,. . :::~~fIn'-'forlbo y~NO~ ¡ If ...... oa ~I.db IbeeI. If 110, '!bY IIOt'I ! I 'MYf.l-o",,,, 1~)V..-h-1 C.f..Æ~1.., !'v..... 11-..0" lj,,¡o.... G,..+-".. ( L;1¿ 4. Ut .......... NaIIeIAddIeaICaoIact . b ð.f C¡' .Ie... c 5:. ~ tD)'VUrapp . ~to( I I I s 03-0B-2ØØ0 04'20PM FROM Ed~nTrace Corporation ì I I , I I i I I ; I I' II !! TO 9375739 P.04 DOO 1II1II8 l{Ol,OOO J 10,000 I, (¿, 'íJ 7, "2-("$ ( 3 ~ :1 7Z'S I '3000 , 39 P: 785 J . b~ 000 ! , 8' 7 S IDoauo -.... Pt. ,.. Ft. I(~ ()()() t. 'L $8, 00 .Pt. tf:J(f('J:j .............. . rrr .Pt 1 ~, ~ :IN,'= I I I ~9'18.~ B*f.. r I '/tQ1Z. ~'fJ7 'lOZi .2o~I($Z- i'7/y cL ! I Date !I TOTAL P.04