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B-2. Release of Private Redvelopment Agreement with CSM0 CITY OF CHANHASSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax: 952.227.1110 Building Inspections Phone: 952.227.1180 Fax: 952.227.1190 Engineering Phone: 952.227.1160 Fax: 952.227.1170 Finance Phone: 952.227.1140 Fax: 952.227.1110 Park & Recreation Phone: 952.227.1120 Fax: 952.227.1110 Recreation Center 2310 Coulter Boulevard Phone: 952.227.1400 Fax: 952.227.1404 Planning & Natural Resources Phone: 952.227.1130 Fax: 952.227.1110 Public Works 7901 Park Place Phone: 952.227.1300 Fax: 952.227.1310 Senior Center Phone: 952.227.1125 Fax: 952.227.1110 Website www.ci.chanhassen.mn.us MEMORANDUM TO: Todd Gerhardt, City Manager FROM: Sharmeen Al-Jaff, Senior Planner DATE: December 11, 2015 SUBJ: Release of Private Redevelopment Agreement with CSM on Lots 1 & 2, Block 1, Chanhassen East Business Center and Lot 1, Block 1, Chanhassen East Business Center Second Addition BACKGROUND CSM Investors, Inc. has requested that the City grant a release from their contract for Private Redevelopment Agreement. On November 26, 2001, the City Council approved a resolution decertifying TIF District #3. The District was decertified on December 31, 2001. Staff has reviewed the files and finds the project complete and in compliance with the redevelopment contract. RECOMMENDATION Staff recommends that the Chanhassen EDA approve the attached Release of the Contract for Private Redevelopment Agreement. Approval of this item requires a majority vote of the EDA ATTACHMENTS 1. Release of Land from Contract for Private Redevelopment. 2. Resolution 2001-82 approving the decertification of District #3 dated November 26, 2001. 3. Contract for Private Redevelopment: a. Doc. No. 6601693 — Contract. b. Doc. 7137286 —First Amendment. c. Doc. 7311150 — Addendum clarifying land encumbered by Contract. g:\plan\sj\csm\release of contract for private redrvelopment.doc Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow RELEASE OF CONTRACT FOR PRIVATE REDEVELOPMENT RELEASE of Redevelopment Contract granted this day of 20, by the CITY OF CHANHASSEN, a Minnesota municipal corporation ("City") WHEREAS, the City and the Redeveloper, CSM Investors, Inc., a Minnesota corporation, have entered into a Contract for Private Redevelopment dated June 28, 1996, recorded in the Office of the Hennepin County Recorder on July 3, 1996, as Document No. 6601693, Amended by a First Amendment to Contract for Private Redevelopment dated February 18, 1998 which was recorded in the Office of the Hennepin County Recorder on June 29, 1999, as Document Number 7137286 and as further amended by an Addendum to Contract for Private Redevelopment entered into on June 8, 2000 which was recorded in the Office of the Hennepin County Recorder on June 15, 2000 as Document Number 7311150 (collectively "The Redevelopment Contract'); and WHEREAS, the Redeveloper has asked the City to release and discharge Lots 1 and 2, Block 1, Chanhassen East Business Center and Lot 1, Block 1, Chanhassen East Business Center Second Addition, Hennepin County, Minnesota ("Subject Property") from the Redevelopment Contract; and 1 184809vl WHEREAS, there is no present need to have the Redevelopment Contract recorded against the Subject Property. NOW, THEREFORE, BE IT RESOLVED by the City of Chanhassen, Minnesota: The Subject Property is released and discharged from the Redevelopment Contract. Dated this day of 920 CITY OF CHANHASSEN (SEAL) And STATE OF MINNESOTA ) )ss. COUNTY OF CARVER ) Denny Laufenburger, Mayor Todd Gerhardt, City Manager The foregoing instrument was acknowledged before me this day of , 20___, by Denny Laufenburger and by Todd Gerhardt, respectively the Mayor and City Manager of the City of Chanhassen, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: 651-452-5000 RNK 2 184809v1 CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA DATE: November 26, 2001 RESOLUTION NO: 2001-82 MOTION BY: Peterson SECONDED BY: Boyle RESOLUTION APPROVING DECERTIFICATION OF THE HENNEPIN COUNTY TIF DISTRICT A. WHEREAS, on May 23, 1994 the City of Chanhassen (the "City") created its Tax Increment Financing District No. 3, Hennepin County TIF District (the "District") within its Development District No. 3 (the "Project"); and; WHEREAS, Minnesota Statutes, Section 469.174 to 469.179 authorizes the City Council to decertify a tax increment financing district on any date after all bonds and other obligations have been satisfied; and B. WHEREAS, as of the date hereof all obligations to which tax increments from the District have been pledged have been paid or reserved in full; and C. WHEREAS, the City desires by this resolution to decertify the District effective December 31, 2001, by which all taxing jurisdictions will benefit from an increased tax base effective for taxes payable in 2002; and D. WHEREAS, the remaining tax increment in the account for the District will be returned after the books are closed in January, 2002 to the County Auditor for redistribution to the regular taxing jurisdictions; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chanhassen, Minnesota, as follows: That the Carver County Auditor is authorized and requested to decertify the District as a tax increment district and to no longer remit tax increment from the District to the City as of December 31, 2001. Passed and adopted this 26th day of November, 2001. A 7t Tdd"d Gerhardt, City Manager Linda C. Jansen, Mayor I -- --- ---- - ------ YES NO ABSENT Jansen None Labatt Ayotte Boyle Peterson 6601693 CONTRACT POR PRIVATE B:EDEV=PIGM BY AND BETWEM THE CITY OF cgo AND CSM UNESTORS, INC. 2g 1988 This document was dratted by: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 imam eats -so 6601693 TABLE OF CONTENTS ARTICLE I Daf,3nitlons Section 1.1. Definitions ........................ 2 ARTICLE U T. Eepresentedoats and Warranties Section 2.1. Representations by the City ........... 4 Section Z.R. Representations by the Redeveloper ......... 4 ARTICLE III Sale and Purchase of Land - - Section 3.1. Acquisition of Redevelopment Property ........ 6 y Section 3.2. Conveyance of the Redevelopment Property ..... 6 x Section 3.3. Time of Acquisition and Conveyance .......... 6 s Section 3.4. Title ...................... 6 Section 3.5. Soil Conditions ..................... 7 Seedoa 3.6. Purchase Price .................... 7 Section 3.7. Taxes and Special Assessments ............ 7 _ iML Section 3.8. Other Costs ........... 7 Section 3.9. Section 3.10. Property Reconveyed As Is .............. Termination .................... 7 6 -' V' Section 3.11. Hearing Prior to Sale ................. 6 section 3.12. Assessment Agreement ................. 6 - ARTICLE IV -i Public Assistance Section 4.1. Construction of the Minimum Improvements ...... 9 Section 4.2. Form of Public Assistance ............... S ARTICLE V Ta: increment Section 5.1. Tax Increment Certification .............. 10 Section 5. 2. Section 5.3. Real Property Taxes; Spacial Assessments ...... Real Property Assessment .. .. ... ..... 10 10 Section 5.4. Receipt of Tau Increment; Proof of Payment ..... 10 Section 5.5. Effect of Legislative Changes ............. 10; ARTICLE VI Y Additional. Provlskm i Section 6.1. Equal Employment Opportunity .... . y Section 6.2. Restrictions on Use. ........... 11 Section 6.3. Provisions Not Merged With Deed ........... 11 ::-j.." Section 8.4. Notices and Demands ............... 11 Section 8.5. Disclaimer of Relationships ............ 11 Section 8.6. Covenants Running with the Lend ........... 11 Section 6.7. !Modifications ....................... mu -m i ::.;-:.. 6601693 Section 6.8. Couatarparts ...................... Il Secdom 6.9. ........ SIGNATURES TESTIMONIALS SCHEDULE A REDEVELOPMENT PROPERTY LEGAL DESCRIPTION SCHEDULE 8 ASSESSMENT AGREEMENT AND ASSESSOR'S CERTMr-ATION SCHEDULE C ROADWAY SCHEDULE D LIMITED REVENUE TAX INCREMENT NOTE SCHEDULE E PRELIMINARY PLANS SCHEDULE F ADDITIONAL PROPERTY LEGAL DESCRIPTION in"= msrao it 6601693 CONTRACT FOR PRIVATE BEDEVEGOPltFW THIS AGREEMENT, pude on or as of the 'day of� .1986, by and between THE CITY OF CHANHASSEN, a kMwwote muni corporation (hereinafter referred to as the "City") and CSM INVESTORS, 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, 11 469.144 through 468.154 (the - "Act") and has created withinet�h District, T�ncrement 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 ;z "Program") for the District describing the objectives of the Program and theblic 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 officelwarehouse and 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 y. 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 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 " e to provide aid and assistance to the Redevelopment Property in the form - of land write down expenditures and other redevelopment costa; and WHEREAS, the City intends to fund the land write down expenditures and 'r other redevelopment costs by using tax hoorements generated from the Redevelopment Property and the improvements to be constructed thereon; and WHER8AS, 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, incoasiderationofthe pre misasand themutualobligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: insure nus -2a 1 ARTICLH I Definitions Section 1.1.Definitions. In this Agreement, unless a different meaning dearly appears from the context: "Act" means Minnesota Statutes, Sections 469.001-469.154 (fortmerlyMun(dpal Housing and Redevelopment Act, Minnesota Statutes, Sections 462.411-462.711), as amended. "Additional Property" means the real property, the legal description of which is attached as Schedule F. "Agreement" means this Agreement. as the sasm may be from 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 of the State of Uftnesota. :. "Closing" means the completion of the transaction contemplated in this Agreement between the parties hereto. "Construction Plane" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper oa the Redevelopment Property which shall be at least as detailed as the plane required to i be submitted to the building inspector of the City. "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 office, manufacturing warehouse facility of approximately 128,000 square feet. "Preliminary Plans" meas those plan sheets and other descriptive materiel which are identified in the attached Schedule E. "Redeveloper" means CSM Investors, Inc. "Redevelopment Property" means the real property, the 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. aamshhs sus -ho 2 "Tax Increment Act" moans 6 bumota Statutes, Sections 489.174-.179, as the same may be amended from time to time. "Termination Date" means the date when the City has paid the fun 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 stats•, any state or federal district court, the tax court of the state, or the State Suprema Court. - "Unavoidable Delays" means delays which ars 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. AM315 mss -m ARTICLE H Representations and Warranties Section 2.1. presentations b1•_the Cite. The City makes the following representations as the oss�or 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 aame on behalf of the City and to bind the City thereto. (b) Subject to satisfaction of the terms and conditions of this Agresment, 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 (1) "remised" 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 (H) 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, includingthe 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. 19601 at seq.. as amended ("CERCLA") and any state environmental laws. "Hazardous Subatances" means hazardous waste, toxic substances, formaldehyde, ures, 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. 4 9601 at M., the Resource Conservation and Recovery Act as atmended, the Hazardous Materials Transportation Act, 49 U.S.C. f 1801 at sill. , the Clean Water Act, 33 U.S.C. 11251 eta., any state laws regarding environmental matters, or any regulations promulgated pursuant to nay 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. J10"31S CMLU-30 (b) if Redeveloper is successful in obtaining any verisno m requited by the City, and 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 toning, building code and public health laws and regulations. (c) If constructed, the Minimum Improvements will have a market value of not less than $4,100,000 inclusive of the value of the Redevelopment Property. (d) As of this date, the Redeveloper has received no notice or communication from any local, state or federal offleW 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 load, state or federal environmental law, regulation or review procedure. In the event that the City, is requited 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 hood, state ortederal energy - conservatfon 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 instruaent 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 dead provision relating to any wells located on the Redevelopment Property. JW"31s cars -u ARTICLE III Acquisition and Conveyance of Property Section 3.1. Acquisition of Radevel-onmeat Promo rty The Redeveloper represents that It has as of to titis�►greemeat-- o�—nasi title to or option or purchase agreements to acquire title to the Redevelopment Property and the Additional 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 cat to the City of acquiring the Redevelopment Property and conveying such property to the =ar Redeveloper shall be paid in accordance with the terms of Section 3.8 of this d= Agreement. ; Section 3.2. Conveyance of the Redevel roan promo erg. The City than -T .r reconvey tale to and paseasion the Redevelopment Property to the Radevebpsr 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. coveuantr restrictions and limitations imposed by this Agreement. The conveyance of title - and the Redeveloper's use of the Redevelopment Property shall also be subjsoC_ building and toning laws and ordinances and all other applicable loom, state at federal laws and regulations. Section 3.3. Time of Acquisition and Conveyance. ;. (a) The City shall, subject to all applicable provisions preconditions to closing contained in this Agreement, if the Redevelops_ in default under the terms of this Agreement, acquire the Redevelopmr- from the Redeveloper and simultaneously reconvey the Redevelopment the Redeveloper within ten (10) days after (i) the City's approval of the Plans; and (ii) the Redeveloper having obtained all governmental approvals, necessary to be obtained In order to permit convey Redevelopment Property to Redeveloper and construction of t Improvements, or on such other date as the City and the Redeveloper s--_ . agree in writing. The Redeveloper shall take possession of the Redevel _ Property the day of execution and delivery of the deed by the City. ;. 3 (b) Unless otherwise mutually agreed by the City and the Redeveloper. execution and delivery of all deeds shall be trade at the principal office of the City _ Section 3.4. Title. _ (a) Prior to andas a condition to the City's obligation to acquire the T 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. 7P 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 ,r MUS CUMO 6 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 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 is 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 ooaveyances 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 Improvemt'--- or any other purpose for which the Redeveloper may make use of such propel The Redeveloper further agrees that it will, except as to matters resulting f actions by the City, indemnify, defend, and hold harmless the City, Its govors body members, officers, and employees, from any claims or actions arlaing out of presence, If any, of hazardous wastes or pollutants on the Redevelopment Propel Section 3.9. Purchase Price. _ (a) The City shall pay the Redeveloper as purchase price far.- Redevelopment Property the aggregate principal amount of $401,914.60. 'S payment shall be made entirely and exclusively In accordance with the terflWi Limited Revenue Note ("Note") in substantially the fora of the attached Sched" This Note is to be executed by the City and delivered to Redeveloper at Cloain c (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 shell pay all to - and imstellments of special assessments due and payable In years prior to the y of closing. Redeveloper shall pay all installments of taxes and special assessms due and payable in the year of Closing. Installments of special assesements due o payable in future years shall be responsibility of Redeveloper. Section 3.8. Other Costs. No cost, fee or other payment relating to any, real estate transactionan�re shall be payable by the City to any person or entity; and except as otherwise set forth is this Agreement, the City's entire obligation is 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.eReconveyed 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 cast. moms C UU-30 Section 3.10.erminadon. In the event that all the preconditions to Closing have not been sada or waiv by the party In whose favor the precondition runs on or before July 1, 1996, either party may give the other party ten day written notice of such failure to satisfy a precondition. if the other party does not cure such failure within such ten day period, this Agreement may be declared null and void by either party and thereupon, neither party snail have any obligation or liability to the other hereunder. In the further event that the closing does not occur on or before July 1, 1998, 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. Heerhm Prior to Sale. As a further precondition to the qty's obligations hersunder, the hold all hearings and make allfindings as may be required by law as a precondition to the transaction contemplated herein. Section 3.12. Assessment A . ment. At Closing, and as a precondition to the City's obligations, the p es shall execute an Assessment Agreement and the U-11 City ssecure the Assessor'a Certification au in substantially the form "- attached Schedule B. At the time of execution, the instrument must have b executed by the county assessor. Subsequent to execution by the parties, Instrument shall be recorded as provided for in the instrument. iMMU pips-ao ARTICLE IV Public Assistance Section 4.1. Construction of the Minimum Irovemea s. Subject to the terms and conditions of this Agreement, the Redeveloper agrees to purchase the Redevelopment Property and g it constructs the Minimum Improvements on the Redevelopment Property, it will do so substantially in accordance with the Construction Pians. Should the Redeveloper construct the Minimum Improvements, it agrees to maintain, preserve and keep them in good repair and condition, subject to reasonable weer 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 Plana unless such aonconformtty is approved by the City. The City agrees that it will promptly consider any proposed amendment to the Construction Plana, will not unreasonably withhold its approval of such proposed amendments and will approve the same if the amended plans: 1) do not indicate a reduction, In the market value of the improvements; and il) in the reasonable judgment of the City, such amendment is in conformity with the applicable lend use regulations of the City. 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 lend -write down from the tax increments. The public assistance win be payable by the City in the form of a land - write down in an amount of $101,914.6o 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. Notwithstandingany provision In this Agreement to the contrary, any payment which is scheduled on Exhibit A to Schedule D shall be deferred, if by such scheduled payment date, the Roadway described in Section 4.3 to this Agreement has not been completed. Ali deferred payments shall be cancelled If the Roadway has not been completed by the date of the last Scheduled Payment; except that if the Roadway is not completed by such date due to Unavoidable Delay, such deferred payments shall continue uncancelled to permit for prompt completion of the Roadway following the conclusion of the Unavoidable Delay. Section 4.3. Roadwa Construction - Reimbursement. Redeveloper agrees that It will construct the roadway and agpurteaant acuities shown on the attached Exhibit C ("Roadway") and subject to Unavoidable Delays, will have completed construction up to the final wear course by November 15, 1996, and will substantially complete the same by not later than Judy 1, 1997. The Roadway will be designed and constructed in accordance with all City standards applicable to the design and construction of such roads and in accordance with procedures acceptable to the City. Upon completion of the Roadway, and upon verification of compliance by the Redeveloper of all of the provisions of this Section, the Redeveloper shall transfer all right, title and interest in the Roadway to the City and the City, will, so long as Redeveloper is not in default of its obligations under this Agreement, reimburse the Redeveloper for its costs and expenses in construction of the Roadway upon verification of such costs and expenses by the City; provided, however, that in no im"3is Cn3s-14 instance shell the amount of such reimbursement exceed $140 ,000 plus Interest on the reimbursable amount at the rate of 8% per year for 1886 and 1997. Reimbursement Is to be made in three equal annual installments payable In August of 1998, M9 and _ 2000. Interest accrued for 1988 and 1997 sbsil be paid In two equal payments with - the first such payment in 1097 and the second such payment In 1998 along with the reimbursement payment for 1988. The City agrees that it win =war levy a special assessment splast the Redevelopment Property to finance its reimbursement obligates hereunder. The City also easements anted entity es to permits for c of the Roadwrovide the Redeveloper with the ay. necessary oomstraotfon JAMM onuao 10 FI . W U64 A 4A Tax Increment Section 5.1. Tax Increment Certification. The City bee established the Tax Increment District pursuant to the Tax -Inmment Act. Section 5.2. Real Assessments. The Redeveloper MM 1 All as valorem taxes and special shall pay, in accordance W-9 3 N W, assessments on the Redevelopment Property which are payable subsequent to -law" on the sale of the Redevelopment Property. Section 5.3. RoeMY Assessment. The Redeveloper shall not cause the Redevelopment Property two be removed from the public tax rolls or to become exempt from awmament for general red estate taxes by reason of any conveyanot, loom. abatement or other action until the Termination Date. Section 5.4. 45y4t of Ta! Increment •, Proof of a Mnt. The Redeveloper NMU receive IM annual tax creotent payment tram tne city Lu as provided Note. 'Aw ARTICLE NI Additional Provisions Section 6.1. Equal �Employment Opportunity. The Redeveloper, for itself and its suacessors and assigns, agrees that in the event the Minimum Improvements an 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 8.2. Restrictions on Use. The Redeveloper agrees for itself, and its successors and assigns, and every successor In interest to the Redevelopment Property, ar 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 . Section 6.3. Provisions Not Me W(Qt Deed. None of the provisions of this Agreement are intended to ors l be merged by reason of any deed trarWerrine any interest in the Redevelopment Property. Section 8.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, d, or other communication under the Agreement or the deed by either party to the other shalt 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 Radeveloper at 2575 University Avenue West, Suite 150, St. Paul, MN 55114-1024; and (b) in the case of the City, is addressed to or delivered personally to the City at 680 Coulter Drive, Box 147, Cbanbassen, 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 Relationsbi s. The Redeveloper acknowledges that nothing contained in this Agreement nor any act by the City or the Redeveloper aball 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. Covenants Runnintt 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 maybe executed in any number of counterparts, each of which shall constitute one and the same instrument. a— In onn-ae 12 Section 6.9. AslIQUIent. Following completion of the Minimum Improvements and the Roadway, the Redeveloper may assign its rights and obligations hereunder without approval from the City. The Redeveloper may at any time prior to completion of the Roadway or the Minimum improvements, provided that it is not in default under this Agreement, assign its rights and obligations hereunder to family members of Gary S. Holmes, or to entities controlled by Gary S. Holmes or his family members for tax and/or estate planning purposes, or due to the death or incapacity of Gary S. Holates; or to another entity which is acceptable to the City in Its reasonable discretion. Any assignment must be evidenced by an instrument In recordable form whereby the Redeveloper assigns and the assign" accepts all of the Redeveloper's rights and obligations hereunder. Section 6. 10. Wa,.Xp W Job Covenants. (a) By no later than two years after the first date on which the Redeveloper receives any payment pursuant to Section 4.2 hereof or 4.3, there shall have been created on the Redevelopment property at least 14 new jobs and the gross annual wages for all such employees shall be no Jess than 5125,000. Until it is established that Redeveloper bas attained those goals, the Redeveloper shall annually submit to the City a written report each year after completion of the Minimum Improvements describing employment and wages in sufficient detail to enable the City to determined compiianes with this Section. (b) if the Radeveloper faits to most the fob and wage levels described on paragraph (a) at least once during the two year period following the first payment to It of tax increment, the Redeveloper shall repay the City, upon written demand from the City, any payments made to the Redeveloper under Section 4.2 or Section 4.3. Nothing in this Section shall be construed to limit the City's other remedies hereunder. 6.11. Deveimeat of Addi coal . In the event that the Radeveloper undertakes the Redevelopment If d tionai property, the City agrees to provide land writedown assistance in the form of a Note substantially In the form of Schedule D in an amount equal to three yam of available tax increment generated b Improvements on the Additional property for which building code certificates of occupancy are issued on or before January 1, 1999. The Note will bear interest from the date of issuance of the certificate of occupancy. The City shall have no obligation under this section if the Redeveloper is in default of any of its obligations hereunder. Redeveloper's right to receive payments under such note will also be conditioned upon the execution and recording of an assessment agreement in generally the forum of the attached Schedule R setting forth the Minimum Market Values of the Additional property and the Improvements to be completed by Tannery 1, 1999. IN WITNESS WHEREOF, the City, has mused this Agreement to be executed in Its corporate name by its duly authorized officers and sealed with its corporate aeai; and the Redeveloper bas caused this Agreement to be executed in its corporate new as of the date first above written. THE CITY OF CHANHASSEN, MINNESOTA (SEAL) B' is Mayor JUMMv can-" 13 W P, ?M -MI, I-M-M�* STATE OF MINNESOTA ) COUNTY OF On this ?S"'day of, , befo me a Notary Public within and for said county, sppoared 1986and to me personally known, who being by me duly swf0n, did say that they are respectively the 16ayor and City Manager of the City of Chanhassen. Minnesots, a municipal corporation under the lams of the State of Minnesota, on behalf of the corporation. @MOTM11 PAW -1 TA Wo-I=b=s'-rj pis ma -aa 14 REDEVELOPER: CSM I ORS, INC. By Its By Its STATE OF MINNESOTA ) ) ss. COUNTY OF Tha foregoing instrument .vas acknowledged before med al,1999, by «rr rn lr and , the uTt end of CSM INVESTOR. INC., Minnesota corporation, on tim corporation. / or ,vwww :H'=' �i'Y S SCIi1�111aT � CTARI W.r: •MNE00?A �> 4NGf� .:iU1VT1' ,•.r. i1.700i ..1�newnnn mv... ...vwbwVWs Notary Public JUMM323 ecw-70 15 SCHEDULE A to CONTRACT FOR PRIVATE BHDSVELOPi�1T REDEVELOPIUM PROPERTY LEGAL DESCRIPTION: Lot I, Block 1, Chanhassen East Business Center and Lot 2, Block 1, Chanhassen East Business Center Hennepin County, Minnesota. J"Us x-30 A-1 ASSESSMENT AGREEMENT and ASSESSOR'S CE8TInCATION By and amooa THE CITY OF CHANHASSEN and CSH INVESTORS, INC. This Document was drafted by: KENNEDY i GRAVEN, Cbartered 470 Pillsbury Center MinnespoUs, Minnesota 55402 tunas m7S-39 THIS AGREEMENT, dated as of this day of , 1996, by and between the CITY OF CHANHASSEN, a Minnesoia min pal corporation (the "City") and CSM INVESTORS, INC., a Minnesota corporation, (the "Redeveloper"). WITNESSETH, that WHEREAS, on or before the date hereof the Cityand 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" 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 128,000 square foot office manufacturing warehouse facility upon this Redevelopment Property; and 4 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 At�tschm�eat_A1, with the Minimum Improvements thereon shall upon substantial comp�not less than $4,100,000 and shall be divided equally between the two parcels which are shown on Attschmeat A. The parties to this Agreement expect that the construction of the above-iferenced improvements will be substantially completed on or before December 31, 1996. 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 for the Redevelopment Area (January 1, 2005), at which doe this Agreement shall terminate. 3. This Agreement shall be promptly recorded by the Redeveloper with a copy ofMinnesota 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. estates auras-�o B-1 ' CITY OF CHANHASSEN 8y Its mayor By Its city Manager CSM INVESTORS, INC. By its By Its STATE OF MINNESOTA ) as COUNTY OF ) The foregoing instrument was acknowledged before me this _, day of ISO_, by and , the Mayor d City Merger, respectively, the City n, a eaota municipal corporation, on behalf of the corporation. Notary Public STATE OF MINNESOTA ) )Ss. COUNTY OF ) The foregoing instrument was acimowMsda— before me this day of 1996, by of CSM INVESTORS, INC., on behalfthe corporation. Notary Public amens mu -30 B_2 C13LTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plum and speMfications for the improvements to be constructed and the minimum market value wipsed to the land upon which the improvements are to be constructed, and being of the opinion that the minimum ms+rket value contained In the foregoing Agreement appears reasonable hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessmat of the above described property. hereby culOw that the minimum market value assigned to such land and improvements oommenaft cc December 31, 1996 (to be calculated an January 2, 1997) shell not be leas then Four Million Four Hundred Eighty Thousand Dollars ($4,100,000) ($2,050,000 for each of T the Parcels shown on Attachment A) until termination of this Agreement. Assessor for H county. Minnesota STATE OF MINNESOTA COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this day of , 1996, by the County Assessor fo—rRennePin. Count, Mnasota. Notary Public JVW53U culs,w B-3 Impi Descriptim Of Emd F V7.1 773 WMILO-K., v Lot 1, Block 1, Cbaftbas"M FAW ausluen Center sand Lot 2, Block to Chfinbsk sen Feet Business Center Hennepin County, Mim"Otit impsnu n-" B-4 ca ATTACE SO= A ATTACHMENT B Section 469.177, Subd. S. 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 notion 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 6 . 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, sball 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 teal estate or any part thereof is situated. Upon completion of the Improvements by the developer or radeveloper, the assessor shall value the property, pursuant to section 273. 111 except that the market value assigned thereto shall not be Is" 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 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. mssacs SCHEDULE C ROADWAY Collectively the plana and specifications prepared by RLK Associates, Ltd. dated April 15, INS, entitled "Pians and SpecifIx*tiona for Dell Road Improvements" which is on file in the office of the Chanhassen City Englamer, which are Incorporated hereof as if fully set out at this point. .r s"3v MU -3Q C-1 SCHEDULE D $401,914.60 UNITED STATES OF AFRICA STATE OF MINNESOTA COUNTY OF CARVER THE CITY OF CHANHASSEN LEMITED 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 CSid Investors, Inc., or its assigns, ("Redeveloper"), solely from the Available Tax Increment generated by the Redevelopment Property and Minimum Improvements, to the extent and in the manner hereinafter provided, the amount of this Note, being: $401,914.60 together with interest at the rate of 7% per annum on the unpaid principal balance scouring from the date hereof, 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 an 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 shell be made by check or draft made payable to the Redeveloper; and mailed to the Redeveloper at its postal address within the United States which shall be designated from time to time by the Redeveloper. The Note to a special and liadted 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 certaincapitffi and administration coats 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 one-half of any Tax Increment generated in the years 1988 through 20W inclusive (or such longer time as provided for in this Note) and received during the six (6) month period preceding a Payment Date, after deducting therefrom the following amounts: (i) any payment made to the Redeveloper of amounts previously due hereunder with respect to previous Payment Dates but unpaid, and aXM= CWLX-30 D-1 (0) any amounts needed to make payments to a school district pursuant to Minnesota Statutes, 1 469.177, subd. 10 or to make s Fiscal Disparities contribution as required by law. 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 April 1, 1995 which Is remitted to the City commencing in 1998, as Tax Increment pursuant to Minnesota Statutes 1469.174-469.179. 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 Miggesota Statutes 11 489.174-469.179. Notwithstanding anything to the contrarynht Note, on each of the Payment Dates, the City shall pay to the Redeveloper 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 $401,914.60 together with accrued interest thereon. 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 11 469.174-469.178 subsequent to the date of the Contract for MWT Feedeve 0pmant dated between the City and the Redeveloper (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, 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. Any payment due hereunder at any scheduled payment date shall be subject to the treatment described in Section 4.2 of the Redevelopment Contract with respect to the Roadway. 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 Redeveloper 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 .nosss15 CWs-ao D-2 any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. Unless done in connection with a transfer described in Section 6.9 of the Redevelopment Contract, and except for the pledge of this Note" collateral forany mortgage on the Redevelopment Property, this Note shall not be transferable or assignable, In whole or in part, by CSM Investors, Inc. 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 boon 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 mused this Note to be executed by the manual signatures of the Mayor and the City Manager = of the City and has mused this Note to be dated as of Mayor City Manager EKHMIT A Scheduled Payment Dates and Amounts of Scheduled Payments Scheduled Scheduled Payment Dates Payments' July 31, INS 62,330.60 December 31, 1998 62,530.60 July 31, 1999 66,883.67 December 31, 1999 66,883.67 July 31, 2000 71,383.80 December 31, 2000 7'565.80 N 'Scheduled payments are to be made up to these amounts but only from Available Tax Increment. Payments will also include (subject to Available Tax Increment) accrued interest. mss-�o D-4 {: EXHIBIT B Description of Redevelopiment Property REDEVELOPMENT PROPERTY: Lot 1, Block 1, Chanhassen Ent Business Center and Lot 2, Block 1, Chanhassen East Bushms Center Hennepin County, AIN im)"M 00.25-30 D-5 pq filt with the City of Charlteaen m SCHEOLLE r MAL 095atUMCK OF ADOMCNAL Oltlat A. C=t== East B=inUB C*nt4W, Hennepin OOWtYs KirdmOUt according to the recorded plat thereof. cc M7286 FIRST AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made and entered into as of the� day, of �eb. 1998, by and between THE CITY OF CHANHASSEN, a Minnesota municipal corporation ("City') and CSM INVESTORS, INC, a Minnesota corporation ("Redeveloper'). WITNESSETH: WHEREAS, an June 28, 1996, the parties did enter into that certain instrument entitled Contract for Private Redevelopment ("Contract'); and WHEREAS, said Contract provided for the redevelopment of certain lands within the corporate limits of the City; and WHEREAS, the Contract remains in full force and effect and CSM is not in default of any of its obligations thereunder, and WHEREAS, said Contract provided that in the event the Redeveloper undertook the redevelopment of land described in the Contract as "Additional Property". the City would provide it with assistance in the form of separate Note in the principal amount equal to three years of available tax increment generated from the completed improvements on the Additional Property; and WHEREAS, CSM has now undertaken the construction of improvements on the Additional Property and has requested that the Contract be amended. NOW THEREFORE, it is hereby stipulated and agreed by and between the parties as follows: 1. The Contract Is hereby amended by adding thereto the following new section 6.12: 6.12. New Note - Additional Property_ The parties acknowledge that Redeveloper has undertaken the construction of certain minimum improvements on the property known as the Additional Property and described in Schedule F Upon the issuance of a certificate of occupancy from the City's building official, the City shall also deliver to the Redeveloper its Tax increment Limited Revenue Note in substantially the form of the attached Schedule Upon such delivery, the City shall be obligated to make payments to the Redeveloper subject to and in accordance with the terms of the Note - 2. The Contract is hereby amended by adding thereto the new Schedule 0 which is fully set out in Exhihit A hereto. In all other ways, the Contract remains is full force and effect according to its tenns- is= 336 6635-30 . IN WITNESS WHEREOF, the City. has caused this Agreement to be executed in its corporate name by its duly authorized officers and scaled 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_ TIME CITY OF CHANHASSEN, MINNESOTA (SEAL) n L ByUG 9,U - Its Mayor And Its City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF .1 ) On this lir4 day of 199& before me, a Notary Public within and for said county, appeared 722 sue 41v ita-&�o me personally known, who being by me duly sworn, Wd 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. ------------- ItaAEetJ ENGaHMOr No Pu ie y Npr/itrpj=-UWEBorA =R=31* m AE�pb6 31*gn J80336326 CHI35-30 STATE OF MINNESOTA ) COUNTY OF The foregoing Instrument was acknowledgcd before me this L &y of�A 3 1998, by M Uf Oau Kwv%W M the figg PmWed-ret- of CSM INVESTORS, INC., a Minnesota corporation, on behalf of the corporation. No" Public �J . w.. JOAN M. KUSCFIICE WTNrrPUBtie'A AN( COUIJ>Y awv+.vn•.,:v.:.v :�w.vs JEDL3 s OMS -]0 Exhibit A to Fint Amendment SCHEDULE G 5200,95730 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 CSM Investors, Inc., or its assigns, ("Redeveloper"), solely from the Available Tax Increment generated by the Redevelopment Property and Minimum Improvements; to the extent and in the manner hereinafter provided, the amount of this Note, being: $200,95730 together with interest at the rate of 70/a per annum on the unpaid principal balance accuring from the date hereof, on the Payment Dates (as hereinafter defined) or such greater amount, irony, which the City is required to pay in accordance with the terms of this Nate. 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 Redeveloper and mailed to the Redeveloper at its postal address within the United States which shall be designated from time to time by the Redeveloper. 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 fumeing 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 (TME "STATE"), AND NEITHER THE CITY OF CHANHASSEN, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SMALL 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 ofsuch Payment Date "Available Tax Increment_" For the purpose of this Note, "Available Tax Increment" means one-half of any Tax Increment generated in the years 1999 through 2001 inclusive (or such longer time as J11=5719 ca35-30 G-1 provided for in this Note) and received during the sir (6) month period preceding a Payment • Date, after deducting therefrom the following amounts: (i) any payment made to the Redeveloper ofamounts previously due hereunder with respect to -previous Payment Dates but unpaid, and (ii) any amounts needed to make payments to a school district pursuant to Minnesota Statues § 469.177, subd. 10 or to make a Fiscal Disparities contribution as required by law. For the purposes of this Note, "Taal Increment" means the portion of the real property uixcs 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 April 1, 1995 which is remitted to the City commencing in 1998, as Tae Increment pursuant to Minnesota Statutes § 469.t74469.179_ 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 Redeveloper 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 5200,95730 together with accrued interest thereon. 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 Tae Increment to make the Scheduled Payment due on such date and such insuf&ciemcy 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 Redeveloper (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 ifsuch 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. Any payment due hereunder at any scheduled payment date shalt be subject to the treatment described in Section 42 of the Redevelopment Contract with respect to the Roadway. JBM 3325 C US -30 tJ-2 . 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 Redeveloper 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, otFc er, 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. Unless done in connection with a transfer described in Section 6.9 of the Redevelopment Contract, and except for the pledge of this Note as collateral for any mortgage on the Redevelopment Property, this Note shall not be ttansfetable or assignable, in whole or in part, by CSM Investors, Inc. 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 City Manager seot3sns Ms 30 G-3 0 EXHIBIT A Scheduled Payment Dates and Amounts oCScheduled Payments Scheduled Scheduled Payment Dates Paymentsi July 31, 1999 33,492.88 December 31, 1999 33,492.88 July 31, 2000 33,492.88 December 31, 2000 33,492.88 July 31, 2001 33,492.88 December 31, 2001 33,492.90 'Scheduled payments are to be made up to these amounts but only from.Available Tae Increment. Payments will also include (subject to Avat7able Tar Inctement) accrued interest. Schedule assumes completion prior to December 3I, I997. is=329 aoas-3o G-4 •r, EXHIBIT B Description ! Redevelopment Property, ADDITIONAL PROPERTY: Lot 1, Block 1, Chanhassen East Business Center Second Addition, Hennepin County, Minnesota ppopG�� u70G a.4. W � it7r c s 1 ' � 70in a �� �+ � � _ � � �.� � _ '' : �s . � .Mw � �' �. L� _ N �!j��ttp�pptptppppp r'1 4VN w�-+ � � S i CTL�G� � � V 4 vv �. m mao oti a .� . _ 7311150 TRANSFER ENTERED KWUM 00U1M TAXPAYER 81*v JUN 15 2000' H Y RECOROER 14UNBOWA CERTIFED H F11, I, N7,t 4A CA 00 JUN IS PH 3: 36 ADDENDUM TO CONTRACT FOR PRIVATE REDEVELOPMENT THIS IS AN ADDENDUM TO that certain Contract for Private. Redevelopment on June 28, 1996, entered into by and between the City of Chanhassen, Minnesota, a municipal corporation ("City") and CSM Investors, Inc., a'Minnesota corporation ("Redeveloper") which was recorded in the office of the. Hennepin County Recorder on July 3, 1996, as Document Number 6601693, amended by a First Amendment to Contract for Private Redevelopment dated February 18, 1998, which - was recorded in the office of.the Hennepin County Recorder on June 29, 1999, as Documeht'Mumber 7137286 -(as amended, the "Contract"), and is entered , into on J-4)qe e _, 2000; WITNESSETH WHEREAS, the parties wish to.clarify and specifically identify the real property covered by the Contract; NOW THEREFORE, IN CONSIDERATION OF the above stated recital and for other good and sufficient consideration, the parties agree and confirm as follows: 1. Notwithstanding anything in the Contract to the contrary, the Contract covers and applies only to the real property described on attached Exhibit A (the "Covered Property"). 2. in furtherance of the foregoing, the parties specifically agree that �he'.tont­iaqt dPesn.ot cover or apply to the property described on Exhibit B. 3. The Contract remains in full force and effect, and unchanged with respect to the Covered Property. IN WITNESS WHEREOF, the City and Redeveloper have caused this Agreement to be executed as.of the date.,first above written (SEAL) BV: STATE OF MINNESOTA ) )ss. COUNTY OF CARVER j THE CITY OF CHANHASSEN, j s City Manager On this g tA day of , 2000, before me, a Notary Public within and for said ounty appeared YtjdhAl and Gc.. to. me. personally kn644n, 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. No ry is 0 (NO SEAL) By: STATE OF MINNESOTA REDEVELOPER: GSM INVESTORS, INC. )ss. COUNTY OF RAMSEY ) On this day of , 2000, before.me,.a Notary .Public within and for said 1C a eared i Cou ty pp 1t�It KOt'Vb aPA Q to me personally known, who being by'me duly Isworn, did.say that he is the Vice -President of CSM Investors, Inc., a corporation under the laws of the State.of Minnesota., on behalf of the corporation. Groupwise/acquisition library/Doc. 1398. !JOAN M. KUSCHK� NOTARY PUBLIC -MINNESOTA 61My Comm. Expires Jan, 31, zeas s EXHIBIT A LEGAL DESCRIPTION OF COVERED PROPERTY Lots 1 and 2, Block 1, Chanhassen.East Business Center; Hennepin County, Minnesota 0O. Lot 1, Block..l, Chanhassen East Business Center Second Addition, Hennepin.County, Minnesota EXHIBIT B LEGAL. DESCRIPTION OF PROPERTY. NOT. COVERET? BY CONTRACT Lots 1 and 2, Block 1, Chanhassen East Business Center Third Addition, Hennepin County, Minnesota OM Outlot A, Chanhassen East Business Center. Second Addition, Hennepin County, Minnesota