HomeMy WebLinkAbout7. Proposed Tax Increment Financing District No. 15 and Contract for Private Development for Trident Development, LLC-Res. No. 7194;EDA Res. No. 12-4 and 12-5 7.
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CITY OF SHAKOPEE
Memorandum
CASE NO.: 12002
TO: Honorable Mayor and City Council
Economic Development Authority (EDA)
Mark McNeill, City Administrator/EDA Executive Director
FROM: R. Michael Leek, Community Development Director
SUBJECT: Consideration of Proposed Trident Tax Increment Financing (TIF) Plan
and Contract for Private Development
MEETING DATE: June 5, 2012
INTRODUCTION:
The City Council and EDA Board are asked to open the continued public hearing, conduct, and
close the public hearing on the TIF Plan for TIF District #15 within the River Valley Housing and
Redevelopment Project No. 1 (Trident Project) and the proposed subsidy to be granted to Trident
Development, LLC. At the conclusion of the public hearing and the discussion, the City Council
and EDA are asked to consider approval of the above -named TIF plan and Contract for Private
Development (CPD) for the Trident project.
The EDA is also asked to approve the TIF Plan and Contract for Private Development (CPD) for
TIF District #15 within the River Valley Housing and Redevelopment Project No. 1 (Trident
Project) and the CPD (which includes a subsidy agreement). Once the EDA has taken action, it will
adjourn.
DISCUSSION:
The proposed TIF district is a housing TIF district, and so may and would, remain in existence for
up to 25 (25) years. Under the TIF plan at least 20% (16) of the eighty (80) units will have to be
available to persons with incomes at or below 50% of the median income in Scott County. Total
increment available for the project would be $1,000,000.00.
On April 12, 2012 the Planning Commission (the Commission) met to determine whether the use is
consistent with the City of Shakopee 2030 Comprehensive Plan. The Commission approved
Resolution PC12 -002 finding that the proposed project and TIF Plan are consistent with the
adopted City of Shakopee 2030 Comprehensive Plan.
The following documents are attached for the Council's and EDA's information;
• Draft TIF Plan for TIF District No. 15;
• Redevelopment Plan for Housing and Redevelopment Project Area No. 2;
• Contract for Private Development for TIF District No. 15;
• City Council Resolution No. 7194 approving the TIF Plan and CPD ;
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• EDA Resolution No. 12 -4 approving the TIF Plan;
• EDA Resolution NO. 12 -5 approving the CPD and issuance of the TIF note;
• Contract for Private Development;
• Planning Commission Resolution No. PC 12 -002
RELATIONSHIP TO CITY GOALS:
The proposed project and requested actions relative to the TIF Plan and CPD relate to the following
City Goals;
B. Positively manage the challenges and opportunities presented by growth, development and
change.
D. Maintain, improve and create strong partnerships with other public and private sector
entities.
ACTIONS REQUESTED:
City Council:
After opening the public hearing, taking testimony, and closing the public hearing, the City
Council is asked to approve Resolution No. 7194. By this action, the City Council would
approve the TIF Plan for TIF District #15 within River Valley Housing and Redevelopment
District No. 1 (Trident Project), as well as the contract for private development.
EDA:
After opening the public hearing, taking testimony, and closing the public hearing, the EDA is
asked to take the following actions;
1. Approve Resolution No. 12 -4 approving the TIF Plan;
2. Approve Resolution No. 12 -5 approving the CPD and issuance of the TIF note.
By these actions, the EDA would approve a) the TIF Plan for TIF District #15 within River
Valley Housing and Redevelopment District N. 1 (Trident Project); b) the CPD; and c) issuance
of the TIF note.
d / �
R. Michael Leek
Community Development Director
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CITY OF SHAKOPEE, MINNESOTA
RESOLUTION NO. 7194
RESOLUTION ESTABLISHING HOUSING AND REDEVELOPMENT PROJECT
NO. 2 AND APPROVING A REDEVELOPMENT PLAN THEREFOR;
ESTABLISHING TAX INCREMENT DISTRICT NO. 15 (HOUSING) AND
APPROVING A TAX INCREMENT FINANCING PLAN THEREFOR; AND
APPROVING CONTRACT FOR PRIVATE DEVELOPMENT BETWEEN THE
CITY, THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF
SHAKOPEE, AND ALL SAINTS SENIOR LIVING OF SHAKOPEE, LLC
WHEREAS, the Economic Development Authority for the City of Shakopee (the "Authority ") has
proposed to establish Housing and Redevelopment Project No. 2 (the "Project ") pursuant to Minnesota
Statutes, Sections 469.001 to 469.047 (the "HRA Act ") and Sections 469.090 through 469.1082, as
amended (the "EDA Act "), and to that end has caused to be prepared a document entitled "Redevelopment
Plan for Housing and Redevelopment Project No. 2" (the "Redevelopment Plan "); and
WHEREAS, the Authority has determined a need to create Tax Increment Financing (Housing)
District No. 15 (the "TIF District ") within the Project, pursuant to Minnesota Statutes, Sections 469.174 to
469.1799, as amended (the "TIF Act "), and to that end has caused to be prepared a document entitled "Tax
Increment Financing Plan for Tax Increment Financing (Housing) District No. 15" (the "TIF Plan "); and
WHEREAS, the Redevelopment Plan and the TIF Plan was, in accordance with the HRA Act and
TIF Act, referred to the City Planning Commission and by resolution adopted by the City Planning
Commission on April 12, 2012, the City Planning Commission found that the TIF Plan conforms to the
general plan for the development of the City of Shakopee (the "City ") as a whole and such approval was
provided contingent on the appropriate governing bodies approving the request by the Developer to
rezone the property within the TIF District or granting a conditional use permit for the property within
the TIF District; and
WHEREAS, pursuant to Section 469.175, subd. 2 of the TIF Act, the proposed TIF Plan and the
estimates of the fiscal and economic implications of the TIF Plan were presented to the School Board of
Independent School District No. 720 and to the County Board of Commissioners of Scott County on or
about March 30, 2012; and
WHEREAS, on the date hereof, the Authority adopted a resolution approving the Redevelopment
Plan and the TIF Plan and referred the plans to the City Council of the City (the "Council ") for
consideration; and
WHEREAS, this Council has reviewed the contents of the Redevelopment Plan and the TIF Plan;
WHEREAS, this Council has also reviewed a Contract for Private Development (the "Agreement ")
between the City, the Authority, and All Saints Senior Living of Shakopee, LLC (the "Developer "), setting
forth the parties' respective responsibilities in developing a senior housing facility within the boundaries of
the TIF District; and
WHEREAS, on the date hereof, the Council held a public hearing relating to the establishment of
the Project and the approval of the Redevelopment Plan therefor and the establishment of the TIF District
402721v1 JAE SH235 -18
and the approval of the TIF Plan therefor, and at the public hearing, the views of all interested parties
were heard.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Shakopee, Minnesota
that:
Section 1. Findings; Housing and Redevelopment Project Area No. 2
1.01. The Council hereby finds that the Redevelopment Plan is intended and, in the judgment
of this Council, the effect of such actions will be to (a) afford maximum opportunity, consistent with the
needs of the City as a whole, for the development of the Project by private enterprise, and (b) conform to
the general plan for the development and redevelopment of the City as a whole.
1.02. The Council further specifically finds that (a) the proposed redevelopment described in
the Redevelopment Plan would not occur solely through private investment within the reasonably
foreseeable future and therefore the use of tax increment financing is deemed necessary; (b) the
Redevelopment Plan conforms to the general plan for the development or redevelopment of the City as a
whole; and (c) the Redevelopment Plan will afford maximum opportunity consistent with the sound
needs of the City as a whole, for the development or redevelopment of the Project by private enterprise.
Section 2. Findings; TIF District No. 15
2.01. The Council hereby finds and determines that it is necessary and desirable for the sound
and orderly development of the Project, and for the protection and preservation of the public health, safety,
and general welfare, that the authority of the TIF Act be exercised by the City to provide public financial
assistance to the TIF District and the Project.
2.02. The Council hereby further finds and determines, and it is the reasoned opinion of the City,
that the development proposed in the TIF Plan could not reasonably be expected to occur solely through
private investment within the reasonably foreseeable future.
2.03. The proposed senior housing development will provide needed senior housing in the City.
2.04. The TIF Plan conforms to the general plan for development of the City as a whole.
2.05. The TIF Plan will afford maximum opportunity, consistent with the sound needs of the City
as a whole, for the development of the TIF District and the Project by private enterprise.
2.06. The TIF District is a housing district under Section 469.174, subd. 11 of the TIF Act.
2.07. Reasons and facts supporting all the above findings are set forth in the TIF Plan and are
incorporated herein by reference. The Council has also relied upon the reports and recommendations of its
staff and consultants, as well as the personal knowledge of members of the Council, in reaching its
conclusions regarding the TIF Plan.
Section 3. Public Purpose
The adoption of the TIF Plan conforms in all respects to the requirements of the TIF Act. The
proposed housing development will satisfy a need within the community for senior housing and at least
twenty percent of the units of housing development will be affordable to seniors of low to moderate
402721v1 JAE SH235 -18 2
income. The City expressly finds that any private benefit to be received by the Developer is incidental,
as the tax increment assistance is provided solely to make the development financially feasible and thus
produce the public benefits described. Therefore, the City finds that the public benefits of the TIF Plan
exceed any private benefits.
Section 4. Approvals; Further Proceedings
4.01. The establishment of the Project and the Redevelopment Plan therefor are hereby approved.
4.02. The creation of the TIF District and the TIF Plan therefor are hereby approved.
4.03. The Authority is authorized and directed to file a request for certification of the TIF District
with the Scott County Auditor and to file a copy of the TIF Plan and the Redevelopment Plan with the
Minnesota Commissioner of Revenue and the State Auditor as required by the TIF Act.
4.03. The Council approves the Agreement in substantially the form on file in City Hall. The
Mayor and City Administrator are hereby authorized and directed to execute and deliver the Agreement.
All of the provisions of Agreement, when executed and delivered as authorized herein, shall be deemed
to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall
be in full force and effect from the date of execution and delivery thereof. The Agreement shall be
substantially in the form on file with the City which is hereby approved, with such omissions and
insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator
in their discretion, shall determine, and the execution thereof by the Mayor and the City Administrator
shall be conclusive evidence of such determination.
Approved by the City Council of the City of Shakopee, Minnesota this 5 day of June, 2012.
Mayor
ATTEST:
Finance Director /City Clerk
402721v1 JAE SH235 -18 3
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE
RESOLUTION NO. 12-4
RESOLUTION ESTABLISHING HOUSING AND REDEVELOPMENT PROJECT
NO. 2 AND APPROVING A REDEVELOPMENT PLAN THEREFOR; AND
ESTABLISHING TAX INCREMENT DISTRICT NO. 15 (HOUSING) AND
APPROVING A TAX INCREMENT FINANCING PLAN THEREFOR
WHEREAS, the Economic Development Authority for the City of Shakopee (the "Authority ") has
proposed to establish Housing and Redevelopment Project No. 2 (the "Project ") pursuant to Minnesota
Statutes, Sections 469.001 to 469.047 (the "I-IRA Act ") and to that end has caused to be prepared a
document entitled "Redevelopment Plan for Housing and Redevelopment Project No. 2" (the
"Redevelopment Plan "); and
WHEREAS, the Authority has determined a need to create Tax Increment Financing (Housing)
District No. 15 (the "TIF District ") within the Project, pursuant to Minnesota Statutes, Sections 469.174 to
469.1799, as amended (the "TIF Act "), and to that end has caused to be prepared a document entitled "Tax
Increment Financing Plan for Tax Increment Financing (Housing) District No. 15" (the "TIF Plan "); and
WHEREAS, by resolution approved by the City Planning Commission on April 12, 2012, the City
Planning Commission found that the Redevelopment Plan and the TIF Plan conform to the general plan for
the development of the City of Shakopee (the "City") as a whole, and such approval was provided
contingent on the appropriate governing bodies approving the request by the Developer to rezone the
property within the TIF District or granting a conditional use permit for the property within the TIF
District; and
WHEREAS, this Board (the "Board ") has reviewed the contents of the Redevelopment Plan and the
TIF Plan and on this date conducted a duly noticed public hearing thereon, at which the views of all
interested parties were heard.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic
Development Authority for the City of Shakopee that:
1. The establishment of the Project Area and the Redevelopment Plan therefor are hereby
approved.
2. The creation of the TIF District and the TIF Plan therefore are hereby approved.
3. The Board hereby transmits the Redevelopment Plan and the TIF Plan to the City Council
of the City and recommends that the City Council of the City approve (a) the creation of the Project Area
and the TIF District; and (b) the Redevelopment Plan and the TIF Plan.
4. Upon approval of the Redevelopment Plan and the TIF Plan by the City Council of the
City, Authority staff and consultants are authorized to take all actions necessary to implement the
Redevelopment Plan and the TIF Plan.
402719v1 JAE SH235 -18
Approved by the Board of Commissioners of the Economic Development Authority for the City of
Shakopee this 5 day of June, 2012.
President
Executive Director
402719v1 JAE SH235 -18 2
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE
RESOLUTION NO. 12-5
RESOLUTION APPROVING CONTRACT FOR PRIVATE
DEVELOPMENT WITH ALL SAINTS SENIOR LIVING OF
SHAKOPEE, LLC AND APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT
REVENUE NOTE, SERIES 2012 IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $1,000,000
BE IT RESOLVED BY the Board of Commissioners (the "Board ") of the Economic Development
Authority for the City of Shakopee, Minnesota (the "Authority "), as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The Authority and the City of Shakopee (the "City ") have heretofore
approved the establishment of Tax Increment Financing (Housing) District No. 15 (the "TIF District ") within
Housing and Redevelopment Project No. 2 ( "Redevelopment Project "), and have adopted a redevelopment
plan and a tax increment financing plan for the purpose of financing certain improvements within the
Redevelopment Project.
Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its
bonds for the purpose of financing a portion of the public development costs of the TIF District. Such bonds
are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of
the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it
issue and sell its Tax Increment Revenue Note, Series 2012 (the "Note "), in the aggregate principal amount of
$1,000,000, for the purpose of financing certain public development costs of the TIF District.
1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The Authority hereby
approves the Contract for Private Development between the Authority, the City, and All Saints Senior Living
of Shakopee, LLC (the "Agreement "), and authorizes the President and the Executive Director to execute
such Agreement in substantially the form on file with Authority, subject to modifications that do not alter the
substance of the transaction and are approved by such officials, provided that execution of the Agreement by
such officials is conclusive evidence of their approval. The Authority hereby delegates to the Executive
Director the determination of the date on which the Note is to be delivered, in accordance with Section 3.4 of
the Agreement. The Note shall be sold to All Saints Senior Living of Shakopee, LLC (the "Owner "). The
Note shall be dated the date of delivery thereof and shall bear interest at the rate of 5.00% per annum to the
earlier of maturity or prepayment. In exchange for the Authority's issuance of the Note to the Owner, the
Owner shall pay the costs of certain Site Improvements related to the Minimum Improvements (as defined in
the Agreement) pursuant to Section 3.3 of the Agreement. The Note will initially be delivered in the
principal amount of $1,000,000 for Public Developments Costs (as defined in the Agreement) in accordance
with the terms of Section 3.4 of the Agreement.
Section 2. Form of Note. The Note shall be in substantially the following form, with the
blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue:
402720v2 JAE SH235 -18
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
ECONOMIC DEVELOPMENT AUTHORITY FOR THE
CITY OF SHAKOPEE
No. R -1 $
TAX INCREMENT REVENUE NOTE
SERIES 2012
Date
Rate of Original Issue
5.00%
The Economic Development Authority for the City of Shakopee, Minnesota (the "Authority"), for
value received, certifies that it is indebted and hereby promises to pay to All Saints Senior Living of
Shakopee, LLC, or registered assigns (the "Owner "), the principal sum of $ and to pay interest
thereon at the rate of 5.00% per annum, as and to the extent set forth herein.
1. Payments. Principal and interest ( "Payments ") shall be paid on August 1, 20 , and each
February 1 and August 1 thereafter to and including February 1, 20_ ( "Payment Dates "), in the amounts and
from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to
unpaid principal. Interest accruing from the date of issue through and including February 1, 20_ shall be
compounded semiannually on February 1 and August 1 of each year and added to principal.
Payments are payable by mail to the address of the Owner or such other address as the Owner may
designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or
currency of the United States of America which, on the Payment Date, is legal tender for the payment of
public and private debts.
2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing
on the date of original issue. Interest shall be computed on the basis of a year of 360 days and charged for
actual days principal is unpaid.
3. Available Tax Increment. Payments on this Note are payable on each Payment Date solely
from and in the amount of "Available Tax Increment," which shall mean, on each Payment Date, 90 percent
of the Tax Increment attributable to the Development Property (defined in the Agreement) and paid to the
Authority by Scott County in the six months preceding the Payment Date, all as such terms are defined in the
Contract for Private Development between the Authority, the City, and the Owner, as the developer, dated as
of , 2012 (the "Agreement "). Available Tax Increment shall not include any Tax Increment
if, as of any Payment Date, there is an uncured Event of Default under the Agreement.
The Authority shall have no obligation to pay principal of and interest on this Note on each Payment
Date from any source other than Available Tax Increment, and the failure of the Authority to pay the entire
amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as
long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The
Authority shall have no obligation to pay the unpaid balance of principal or accrued interest that may remain
after the final Payment on February 1, 20_.
402720v2 JAE SH235 -18 2
4. Default. If on any Payment Date there has occurred and is continuing any Event of Default
under the Agreement, the Authority may withhold from payments hereunder under all Available Tax
Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax
Increment withheld under this Section shall be deferred and paid, without interest thereon, on the next
Payment Date after the Event of Default is cured. If the Event of Default is not timely cured, the Authority
may terminate this Note by written notice to the Owner in accordance with the Agreement.
5. Optional Prepay Went. The principal sum and all accrued interest payable under this Note is
prepayable in whole or in part at any time by the Authority without premium or penalty. No partial
prepayment shall affect the amount or timing of any other regular payment otherwise required to be made
under this Note.
6. Termination. At the Authority's option, this Note shall terminate and the Authority's
obligation to make any payments under this Note shall be discharged upon the occurrence of an Event of
Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of
Default has not been cured in accordance with Section 9.2 of the Agreement.
7. Nature of Obligation. This Note is the sole note of an issue in the total principal amount of
$1,000,000 all issued to aid in financing certain public development costs of a housing development
undertaken pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and is issued
pursuant to an authorizing resolution (the "Resolution ") duly adopted by the Authority on June 5, 2012, and
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Sections 469.174 to 469.1799, as amended. This Note is a limited obligation of the
Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the
Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the
State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither
the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or
interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full
faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged
to the payment of the principal of or interest on this Note or other costs incident hereto.
8. Estimates of Available Tax Increment. Any estimates of Tax Increment prepared by the
Authority, the City or their respective financial advisors in connection with the Available Tax Increment and
the Agreement are for the benefit of the Authority and the City only, and are not intended as representations
on which the Owner may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON THIS NOTE.
9. Registration and Transfer. This Note is issuable only as a fully registered note without
coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is
transferable upon the books of the Authority kept for that purpose at the principal office of the City Finance
Director /City Clerk of the City, by the Owner hereof in person or by such Owner's attorney duly authorized
in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the
Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of
any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or
exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal
amount, bearing interest at the same rate and maturing on the same dates.
402720v2 JAE SH235 -18 3
This Note shall not be transferred to any person other than an affiliate, or other related entity, of the
Owner unless the Authority has been provided with an investment letter in a form substantially similar to the
investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the
Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and
applicable state securities laws.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the
Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order
to make this Note a valid and binding limited obligation of the Authority according to its terms, have been
done, do exist, have happened, and have been performed in due form, time and manner as so required.
IN WITNESS WHEREOF, the Board of Commissioners of the Economic Development Authority
for the City of Shakopee have caused this Note to be executed with the manual signatures of its President and
Executive Director, all as of the Date of Original Issue specified above.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE
Executive Director President
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of the City
Finance Director /City Clerk, in the name of the person last listed below.
Date of Registration Registered Owner Signature of City Finance
Director /City Clerk
All Saints Senior Living of
Shakopee, LLC
Federal ID #
[End of Form of Note]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered
R -1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be
payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by
mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the
Payment Date, whether or not such day is a business day.
402720v2 JAE SH235 -18 4
3.03. Registration. The Authority hereby appoints the City's Finance Director /City Clerk to
perform the functions of registrar, transfer agent and paying agent (the "Registrar "). The effect of registration
and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall
provide for the registration of ownership of the Note and the registration of transfers and exchanges of the
Note.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered
owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the
Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered
owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or
transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor.
Notwithstanding the foregoing, the Note shall not be transferred to any person other than an affiliate, or other
related entity, of the Owner unless the Authority has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a
form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery
requirements of federal and applicable state securities laws. The Registrar may close the books for
registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such
Payment Date.
(c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the
Registrar and thereafter disposed of as directed by the Authority.
(d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for
transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or
separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in
good faith, to make transfers which it, in its judgment, deems improper or unauthorized.
(e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose
name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the
Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and
interest on such Note and for all other purposes, and all such payments so made to any such registered owner
or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority
upon such Note to the extent of the sum or sums so paid.
(0 Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may
impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other
governmental charge required to be paid with respect to such transfer or exchange.
(g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be
lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in
exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution
for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the
Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership
thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and
amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note
so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the
Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption
in accordance with its terms, it shall not be necessary to issue a new Note prior to payment.
402720v2 JAE SH235 -18 5
3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive
Director and shall be executed on behalf of the Authority by the signatures of its President and Executive
Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before
the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as
if such officer had remained in office until delivery. When the Note has been so executed, it shall be
delivered by the Executive Director to the Owner in accordance with the Agreement.
Section 4. Security Provisions.
4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the
Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be applied to
payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth
in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or
interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority
shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the
principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in
each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be
transferred to the Authority's account for the TIF District upon the payment of all principal and interest to be
paid with respect to the Note.
Section 5. Certification of Proceedings. The officers of the Authority are hereby authorized
and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of
the Authority, and such other affidavits, certificates, and information as may be required to show the facts
relating to the legality and marketability of the Note as the same appear from the books and records under
their custody and control or as otherwise known to them, and all such certified copies, certificates, and
affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts
recited therein.
Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement.
Adopted by the Board of Commissioner the Economic Development Authority for the City of
Shakopee, Minnesota, this 5 day of June, 2012.
President
Executive Director
402720v2 JAE SH235 -18 6
Springsted Incorporated
380 Jackson Street, Suite 300
Saint Paul, MN 55101 -2887
Springsted Tel: 651-223-3000
Fax: 651 - 223 -3002
www.springsted.com
MEMORANDUM
TO: Michael Leek, Community Development Director
FROM: Mikaela Huot, Assistant Vice President
Tom Denaway, Analyst
DATE: May 31, 2012
SUBJECT: But -For Analysis of Trident Application for Tax Increment Financing
The City of Shakopee requested Springsted's assistance with the review of the financial information as provided I
Trident Development, LLC (the developer) in conjunction with the proposed development of a new senior housir
facility. The purpose of this memorandum is to provide the results of our examination of the financial informati(
which includes the development project costs and sources of funds, operating cash flow pro forma and expect(
rates of return as provided by the Developer in order to determine whether the development is likely to proceed "Ix
for" the requested Tax Increment assistance.
Background
The developer has proposed the construction of an approximately 83,000 square foot senior /assisted livir
apartment complex. The facility will provide a mix of independent, assisted, and enhanced service rental apartment
along with additional residential amenities and management office space related to the operation of the housir
development. In conjunction with the project, the developer will be constructing necessary site improvement ar
infrastructure costs on the property, as well as surface parking and landscaping. Construction is proposed
commence in September 2012, with the building ready for occupancy by September 2013.
The developer is proposing a 25/75 split between equity and debt, with equity of $3,052,000 and private financing
$9,156,000. Additionally, the Developer is requesting the project be supported by Tax Increment Financing on a pa
as- you -go basis. The Developer is anticipating using the TIF revenue to attract additional equity to the projec
providing for total equity of $3,052,000. For the purpose of evaluating the operating pro forma, and the need for T
assistance, we have assumed the Developer funds 100% of the project costs up front and receives the TIF fundir
on an annual pay -as- you -go basis.
In order for the project to be eligible for the receipt of TIF assistance, at least 20% (16 units) of the units must t
available for renters with incomes of 50% or less of the area median income. The Developer has indicated tr
reduced rental income from the minimum 20% affordable units creates a "gap" in attracting equity investment, due
the reduced cash flow resulting in a less attractive return on investment. The tax increment assistance will be used
offset the reduced cash flow from the affordable units.
Public Sector Advisor
Financial Analysis of Trident Application for Tax Increment
5/31/2012
Page 2
Project Costs
The Developer's submittal includes a preliminary total project budget of $12,208,000.
The total cost is broken down below:
Trident Senior Facility Total Cost
Land Acquisition $750,000
Hard Costs 7,540,000
Contingency Budget 350,000
Municipal Fees /SAC /WAC 1,020,000
Architecture & Engineering 131,300
Indirect Costs 150,493
Development Fee 600,000
Furniture, Fixtures and Equipment 731,000
Advertising /Marketing 125,000
Survey /Soils /Environmental 12,750
Financing /Interest/LOC Fee 396,957
Lease -up Reserve 400,000
Total Costs $12,208,000
The Developer has indicated it intends to enter into a purchase agreement to acquire the 3 acre parcel for a cost of
$750,000, which equates to a per acre purchase price of $250,000.
Total hard costs for development of the project are estimated to be $7,540,000 and include both building construction
and site improvement costs. Building construction costs are estimated to be $6,134,500, equating to a per square
foot cost of approximately $74 and a per unit cost of $76,681. The proposed construction costs appear reasonable
based on a comparison to the RSMeans Quickcost Estimator, which is an online resource for reviewing construction
cost estimates. As indicated previously, included within the hard cost line item is a cost estimate for the site work of
$1,405,500, equating to a per -acre cost assumption of $468,500 for site development costs and general conditions.
Additional line -items related to the development of the facility include the contingency budget of $350,000, a
development fee of $600,000, and furniture, fixtures, and equipment of $731,000.
Soft cost expenses for the development of the facility total $2,237,000, and include line -items related to municipal
fees, architecture and engineering, indirect costs, advertising, survey /soils /environmental, financing and lease -up
reserve.
Sources of Funds
Sources of Funds
Private Equity $2,052,000
Private Financing 9,156,000
Tax Increment 1,000,000
Total Sources of Funds $12,208,000
Financial Analysis of Trident Application for Tax Increment
5/31/2012
Page 3
The Developer has indicated it is expecting the terms of the private lending to require equity of approximately 25% of
the project cost, or $3,052,000. The private financing is projected to be based on a term of 20 -years with an interest
rate of 6 %. The Developer has estimated the up -front value of the tax increment revenues to be $1,000,000. For
purposes of providing the operating pro forma analysis we have assumed the total initial equity investment would be
$3,052,000; and the tax increment would be received on an annual basis.
But -For Analysis
One of the statutorily required findings to be made in the creation of a tax increment district is that the project is
unlikely to proceed as proposed but - for the provision of the TIF assistance. Typically this analysis is done by
evaluating the proposed rates of return on the project, both with and without the assistance. In the case of affordable
housing TIF districts, the analysis tends to revolve around the likelihood of the project to produce affordable housing
options, and whether or not the project is likely to produce these affordable units without assistance.
In the case of this project the Developer has indicated the potential of undertaking the project as an all market rate
development is available to them. Based on this potential, the but -for analysis will center on the likelihood of the
project to produce affordable units without assistance. In the application the Developer has indicated it will be
unlikely to undertake the provision of affordable units, without the ability of TIF assistance to offset the loss in
revenue when compared to a market rate development. Therefore, the creation of affordable housing units will be
unlikely to occur but -for the use of tax increment financing.
In order to understand the need for assistance in regards to the creation of the affordable housing we evaluated
operating pro formas prepared by the Developer representing three unique scenarios. The first scenario was
representative of the project providing the required affordable units without additional TIF assistance, the second
scenario was representative of the project providing the affordable units with TIF assistance, and the third was
representative of the project as a market rate project. These pro formas were prepared to illustrate the gap in
operating revenues between the market rate project and the affordable project, as this gap was proposed as driving
the need for TIF assistance.
Upon review of the operating pro formas, it appeared there is projected to be a gap in operating revenues between
the market rate and affordable housing projects. If the development were to occur with the required 20% of the units
reserved for persons of low and moderate income the Developer would realize a decrease in annual operating
revenue of approximately $147,000, in comparison to the market rate project. The projected TIF assistance available
to the project on an annual pay as you go basis is approximately $129,000. While the TIF assistance does not
completely offset the loss of revenue due to the affordable units, it would result in a reduction of the gap when
compared to the market rate units. Given the gap in the operating revenues, and the ability for the Developer to
pursue a market rate project, it could be determined that the affordable housing project is unlikely to occur but -for the
use of tax increment financing assistance.
City of Shakopee, Minnesota
Shakopee Economic Development Authority
Tax Increment Financing Plan
for
Tax Increment Financing (Housing)
District No. 15
(Trident Development Project)
Dated: May 31, 2012 (Draft)
Prepared by:
SPRINGSTED INCORPORATED
380 Jackson Street, Suite 300
St. Paul, MN 55101 -2887
(651) 223 -3000
TABLE OF CONTENTS
Section Paqe(s)
A. Definitions 1
B. Statutory Authorization 1
C. Statement of Need and Public Purpose 1
D. Statement of Objectives 1
E. Designation of Tax Increment Financing District as a Housing District 2
F. Duration of the TIF District and the Three Year Rule 2
G. Property to be Included in the TIF District 3
H. Property to be Acquired in the TIF District 3
I. Specific Development Expected to Occur Within the TIF District 3
J. Findings and Need for Tax Increment Financing 3
K. Estimated Public Costs 4
L. Estimated Sources of Revenue 5
M. Estimated Amount of Bonded Indebtedness 5
N. Original Net Tax Capacity 5
0. Original Tax Capacity Rate 6
P. Projected Retained Captured Net Tax Capacity and Projected Tax Increment 6
Q. Use of Tax Increment 7
R. Excess Tax Increment 8
S. Tax Increment Pooling and the Five Year Rule 8
T. Limitation on Administrative Expenses 8
U. Limitation on Property Not Subject to Improvements - Four Year Rule 8
V. Estimated Impact on Other Taxing Jurisdictions 9
W. Prior Planned Improvements 9
X. Development Agreements 10
Y. Assessment Agreements 10
Z. Modifications of the Tax Increment Financing Plan 10
AA. Administration of the Tax Increment Financing Plan 10
AB. Financial Reporting and Disclosure Requirements 11
Map of the Tax Increment Financing District EXHIBIT I
Assumptions Report EXHIBIT II
Projected Tax Increment Report EXHIBIT III
Estimated Impact on Other Taxing Jurisdictions Report EXHIBIT IV
Projected Pay -As- You -Go Note Report EXHIBIT V
Shakopee Economic Development Authority, Minnesota
Section A Definitions
The terms defined in this section have the meanings given herein, unless the context in which they are used indicates
a different meaning:
"Act" means the Housing and Redevelopment Act, Minnesota Statutes, sections 469.001 through 469.047, both
inclusive and the Economic Development Act, Minnesota Statutes sections 469.090 through 469.1082, both inclusive.
"Authority" means the Shakopee Economic Development Authority.
"City" means the City of Shakopee, Minnesota; also referred to as a "Municipality ".
"City Council" means the City Council of the City; also referred to as the "Governing Body ".
"County" means Scott County, Minnesota.
"Project" means the Housing and Redevelopment Project No 2.
"Project Area" means the property within the Project, as described in the Project Plan and as shown in Exhibit I
attached.
"Project Plan" means the Redevelopment Plan for the Project, as modified from time to time.
"School District" means Independent School District No. 720, Minnesota.
"State" means the State of Minnesota.
"TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1799, both inclusive.
"TIF District" means Tax Increment Financing (Housing) District No. 15.
"TIF Plan" means the tax increment financing plan for the TIF District (this document).
Section B Statutory Authorization
The Authority, with approval of the City Council, is authorized to establish TIF District No. 15 and approve this TIF
Plan pursuant to the Act and the TIF Act.
Section C Statement of Need and Public Purpose
The Authority has determined that conditions exist within the Project Area which have prevented further development
of land by private enterprise. It has been found that the Project Area is potentially more useful and valuable for
contributing to the public health, safety and welfare than has been realized under existing development.
The development of these parcels is not attainable in the foreseeable future without the intervention of the Authority in
the private development process. The Authority has prepared the Project Plan, which provides for the elimination of
these conditions, thereby making the land useful and valuable for contributing to the public health, safety and welfare.
Section D Statement of Objectives
The objectives outlined in Section D of the Redevelopment Plan are incorporated herein by reference.
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Shakopee Economic Development Authority, Minnesota
Section E Designation of Tax Increment Financing District as a
Housing District
The Authority has determined that the TIF District is a housing district, pursuant to Section 469.174, Subdivision 11 and
Section 469.1761 of the Tax Increment Act. The development anticipated within the TIF district consists of senior rental
housing, including independent living units, assisted living units and memory care units, intended for occupancy by persons
or families of low and moderate income as defined in chapter 462A, Title II of the National Housing Act of 1934, the
National Housing Act of 1959, the United States Housing Act of 1937, as amended, Title V of the Housing Act of 1949, as
amended, and any other similar present or future federal, state, or municipal legislation, or the regulations promulgated
under any of those acts. Further, all the property receiving tax increment assistance from the TIF District will meet the
income restrictions described below.
The proposed development in the TIF District is an approximately 80 unit senior rental housing facility, a portion of which
will be affordable to persons of low and moderate income. In accordance with Section 469.1761, Subdivision 3, of the
Tax Increment Act, the property must satisfy the income requirements for a qualified residential rental project as defined in
Section 142(d) of the Internal Revenue Code ( "Code "). Those income requirements are, either (i) 20% or more of the
residential units are occupied by individuals whose income is 50% or less of the area's median gross income, or (ii) 40% or
more of the residential units are occupied by individuals whose income is 60% or less of the area's median gross income.
The income requirements apply for the duration of the tax increment financing district.
In addition, in order to qualify as a housing district under Section 469.176, Subdivision 1 of the Tax Increment Act, no more
than 20% of the square footage of buildings that receive tax increment assistance may consist of commercial, retail or other
nonresidential use.
The requirements set forth above apply for the duration of the TIF District.
The TIF District meets the above qualifications for these reasons:
1. The planned improvements consist of the following:
a. Approximately 80 total rental units, for which the following will apply:
o at least 20% (16) of the rental units will be occupied by persons with incomes no greater than 50%
of county median income,
2. At least 80% of the proposed development will be used for residential purposes.
3. The Authority will require in the development agreement that the income limitations for all rental units apply
for the duration of the TIF District.
Tax increments derived from a housing district must be used solely to finance the cost of housing projects as defined
in section 469.174, subd. II and 469.176 of the TIF Act. The cost of public improvements directly related to the
housing projects and the allocated administrative expenses of the Authority may be included in the cost of a housing
project.
Section F Duration of the TIF District and the Three Year Rule
Housing districts may remain in existence 25 years from the date of receipt of the first tax increment. Modifications of
this plan (see Section Z) shall not extend these limitations.
The Authority reserves the right to allow the TIF District to remain in existence the maximum duration allowed by law
(projected to be through the year 2039), but anticipates that the TIF District will be decertified prior to that time (see
Section P). All tax increments from taxes payable in the year the TIF District is decertified shall be paid to the
Authority.
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Shakopee Economic Development Authority, Minnesota
Pursuant to Minnesota Statutes, Section 469.175, subd. 1(b), the Authority specifies 2014 as the first year in which it
elects to receive tax increment from the TIF District, which is no later than four years following the year of approval of
the TIF District. Thus, the Authority may collect increment from the district through December 31, 2039, but
anticipates that if possible the TIF District will be decertified prior to that time (see Section P).
Section G Property to be Included in the TIF District
The TIF District will consist of approximately 3 acres of land located within the Project Area. A map showing the
approximate location of the TIF District is shown in Exhibit I. The PID number and legal description of the existing
parcel that will comprise the TIF District is described below:
Parcel ID Number* Legal Description**
27.9170150 The East 433.00 feet of the South 360.00 feet of the East
Half of the South Half of the Southwest Quarter of the
Northeast Quarter of Section 17, Township 115, Range
22, Scott County, Minnesota.
The area encompassed by the TIF District shall also include all street or utility right -of -ways located upon or adjacent
to the property described above.
*The development property is in the process of being replatted. The parcel ID number listed above is representative
of the full 10 -acre parcel which is being replatted. An updated parcel ID, number will be provided prior to the request
for certification, but after the approval of the TIF plan.
* *The legal description listed above is representative of the 3 acre parcel following the replatting of the property.
Section H Property to be Acquired in the TIF District
The Authority may acquire and sell any or all of the property located within the TIF District; however, the Authority
does not anticipate acquiring any such property at this time, other than for road right of or utility purposes.
Section I Specific Development Expected to Occur Within the TIF District
The proposed development will consist of approximately 80 units of assisted living senior rental housing. The
buildings will contain independent living apartments, assisted living senior apartments, and memory support units.
The assisted living facility will be owned by Trident Development, LLC and professionally managed by Tealwood
Management. In order to qualify as a housing district, at least 20% of the 80 units will be restricted for individuals at
or below 50% of area median income. Tax increment will be used to finance a portion of the developer's costs
associated with providing affordable housing including land acquisition, utilities, streets, site improvements and site
improvement costs. The Authority anticipates using a portion of the increment to finance related administrative costs.
The facility is expected to be fully constructed in 2013 and be 100% assessed and on the tax rolls as of January 2,
2014 for taxes payable in 2015.
At the time this document was prepared there were no signed construction contracts with regards to the above
described development. The Authority intends to enter into a development agreement with a developer for the
housing development described in this section. In addition, the Authority may use Tax Increment from the TIF District
in the future to provide financial assistance for the development of affordable housing within the Project which meets
the income requirements set forth in Section 469.1761 of the Tax Increment Act.
Section J Findings and Need for Tax Increment Financing
In establishing the TIF District, the Authority makes the following findings:
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Shakopee Economic Development Authority, Minnesota
(1) The TIF District qualifies as a housing district;
See Section E of this document for the reasons and facts supporting this finding.
(2) The proposed development, in the opinion of the Authority, would not reasonably be expected to
occur solely through private investment within the reasonably foreseeable future.
The proposed development is an assisted living /senior housing apartment complex that will consist
of approximately 80 units of senior housing. The buildings will contain independent living, assisted
living senior apartments, and memory support units. The Authority's finding that the proposed
development would be unlikely to occur solely through private investment within the reasonably
foreseeable future is based on an analysis of the pro forma and other material submitted to the
Authority by Trident Development, LLC. These documents have indicated that the reduction in
annual revenues due to the lower rents associated with providing affordable housing units will result
in returns that are below market, thereby making this housing development infeasible without public
assistance. Therefore, the developer has indicated in the TIF application and in communications
with the Authority that the development as proposed would not move forward without tax increment
assistance.
(3) The TIF Plan conforms to the general plan for development or redevelopment of the Authority as a
whole; and
The reasons and facts supporting this finding are that the Planning Commission of the City
has found the TIF plan consistent with the general plan for development of the city as a
whole and will generally complement and serve to implement policies adopted in the City's
comprehensive plan.
(4) The TIF Plan will afford maximum opportunity, consistent with the sound needs of the Authority as
a whole, for the development of the Project Area by private enterprise.
Through the implementation of the TIF Plan, the Authority will provide an impetus for an
affordable residential development for seniors, which complements the overall housing
needs of the Authority and helps support other private types of development by providing a
range of housing opportunities for residents and workers within the Authority.
Section K Estimated Public Costs
The estimated public costs of the TIF District are listed below. Such costs are eligible for reimbursement from tax
increments of the TIF District.
Land /Building acquisition 0
Site Improvements /Preparation costs $825,000
Installation of public utilities $175,000
Parking facilities 0
Bond principal payments 0
Bond interest payments 0
Loan Principal payments 0
Loan Interest payments $390,313
Administrative expenses $364,748
Capitalized interest $85,792
Pooling for other affordable housing projects (as
$2,806,727
necessary)
Subtotal $3,647,580
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Shakopee Economic Development Authority, Minnesota
Total $3,647,580
The Authority reserves the right to administratively adjust the amount of any of the items listed above or to
incorporate additional eligible items, so long as the total estimated public cost ($3,647,580) is not increased. The
Authority also reserves the right to fund any of the identified costs with any other legally available revenues, but
anticipates that such costs will be primarily financed with tax increments.
Section L Estimated Sources of Revenue
Tax Increment revenue $3,647,580
Interest on invested funds 0
Bond proceeds 0
Loan proceeds 0
Real estate sales 0
Special assessments 0
Rent/Lease revenue 0
Grants 0
Other 0
Subtotal $3,647,580
Total $3,647,580
The Authority anticipates providing financial assistance to the proposed development through the use of a pay -as-
you-go note. As tax increments are collected from the TIF District in future years, a portion of these taxes will be
distributed to the developer /owner as reimbursement for public costs incurred (see Section K).
The Authority reserves the right to finance any or all public costs of the TIF District using pay -as- you -go assistance,
internal funding, general obligation or revenue debt, or any other financing mechanism authorized by law. The
Authority also reserves the right to use other sources of revenue legally applicable to the Project Area to pay for such
costs including, but not limited to, special assessments, utility revenues, federal or state funds, and investment
income.
Section M Estimated Amount of Bonded Indebtedness
The maximum principal amount of bonds (as defined in the TIF Act) secured in whole or part with tax increment from
the TIF District is $1,868,114. The City currently plans to issue bonds only in the form of one or more pay -as -you go
revenue notes, but reserves the right to issue bonds in any form, including without limitation any interfund loan with
interest not to exceed the maximum permitted under Section 469.178, subd. 7 of the TIF Act.
Section N Original Net Tax Capacity
The County Auditor shall certify the original net tax capacity of the TIF District. This value will be equal to the total net
tax capacity of all property in the TIF District as certified by the State Commissioner of Revenue. For districts certified
between January 1 and June 30, inclusive, this value is based on the previous assessment year. For districts
certified between July 1 and December 31, inclusive, this value is based on the current assessment year.
The Estimated Market Value of all property within the TIF District as of January 2, 2012, for taxes payable in 2013, is
estimated to be $460,000. Upon establishment of the TIF District, and subsequent classification of property as rental
property, it is estimated that the original net tax capacity of the TIF District will be approximately $5,750.
SPRINGSTED Page 5
Shakopee Economic Development Authority, Minnesota
Each year the County Auditor shall certify the amount that the original net tax capacity has increased or decreased as
a result of:
(1) changes in the tax - exempt status of property;
(2) reductions or enlargements of the geographic area of the TIF District;
(3) changes due to stipulation agreements or abatements; or
(4) changes in property classification rates.
Section 0 Original Tax Capacity Rate
The County Auditor shall also certify the original tax capacity rate of the TIF District. This rate shall be the sum of all
local tax rates that apply to property in the TIF District. This rate shall be for the same taxes payable year as the
original net tax capacity.
In future years, the amount of tax increment generated by the TIF District will be calculated using the lesser of (a) the
sum of the current local tax rates at that time or (b) the original tax capacity rate of the TIF District.
The sum of all local tax rates that apply to property in the TIF District, for taxes levied in 2011 and payable in 2012, is
117.179% as shown below. If the request for certification is made after June 30, 2012, the original local tax rate will
be the rate that applies for taxes payable in 2013 and the County Auditor shall certify this amount as the original tax
capacity rate of the TIF District. At the time of the drafting of this plan, the final tax rate for taxes payable in 2013 was
not available, and the final tax rates for taxes payable in 2012 was used for estimation purposes.
2011/2012
Taxing Jurisdiction Local Tax Rate
City of Shakopee 36.655%
Scott County 38.802%
ISD #720 35.512%
Other 6.210%
Total 117.179%
Section P Projected Retained Captured Net Tax Capacity and
Projected Tax Increment
Each year the County Auditor shall determine the current net tax capacity of all property in the TIF District. To the
extent that this total exceeds the original net tax capacity, the difference shall be known as the captured net tax
capacity of the TIF District.
The County Auditor shall certify to the Authority the amount of captured net tax capacity each year. The Authority
may choose to retain any or all of this amount. It is the Authority's intention to retain 100% of the captured net tax
capacity of the TIF District. Such amount shall be known as the retained captured net tax capacity of the TIF District.
Exhibit II gives a listing of the various information and assumptions used in preparing a number of the exhibits
contained in this TIF Plan, including Exhibit III which shows the projected tax increment generated over the
anticipated life of the TIF District.
Section Q Use of Tax Increment
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Shakopee Economic Development Authority, Minnesota
Each year the County Treasurer shall deduct 0.36% of the annual tax increment generated by the TIF District and pay
such amount to the State's General Fund. Such amounts will be appropriated to the State Auditor for the cost of
financial reporting and auditing of tax increment financing information throughout the state. Exhibit III shows the
projected deduction for this purpose over the anticipated life of the TIF District.
The Authority has determined that it will use 100% of the remaining tax increment generated by the TIF District for
any of the following purposes:
(1) Pay for the estimated public costs of the TIF District (see Section K) and County administrative
costs associated with the TIF District (see Section T);
(2) pay principal and interest on one ore more pay -as- you -go notes, tax increment bonds or other
bonds issued to finance the estimated public costs of the TIF District;
(3) accumulate a reserve securing the payment of tax increment bonds or other bonds issued to
finance the estimated public costs of the TIF District;
(4) pay all or a portion of the county road costs as may be required by the County Board under M.S.
Section 469.175, Subdivision 1a; or
(5) return excess tax increments to the County Auditor for redistribution to the City, County and School
District.
Tax increments from property located in one county must be expended for the direct and primary benefit of a project
located within that county, unless the county board involved waives this requirement. Tax increments shall not be
used to circumvent levy limitations applicable to the City.
Tax increment derived from the TIF District must be used solely to finance the cost of housing projects (including
administrative expenses and public improvement costs) as defined in Section 469.174, Subdivision 11 of the Tax
Increment Act and subject to the requirements set forth in Section 469.1761 of the Tax Increment Act.
Tax increment shall not be used to finance the acquisition, construction, renovation, operation, or maintenance of a
building to be used primarily and regularly for conducting the business of a municipality, county, school district, or any
other local unit of government or the State or federal government. Further, tax increments may not be used to
finance: a commons area used as a public park; facilities used for social or recreational purposes (whether public or
private); or publicly -owned facilities used for conference purposes; provided that tax increment may be used for a
privately owned conference facility, and for parking structures whether public or privately owned and whether or not
they are ancillary to one of the otherwise prohibited uses described above.
If there exists any type of agreement or arrangement providing for the developer, or other beneficiary of assistance, to
repay all or a portion of the assistance that was paid or financed with tax increments, such payments shall be subject
to all of the restrictions imposed on the use of tax increments. Assistance includes sale of property at less than the
cost of acquisition or fair market value, grants, ground or other leases at less then fair market rent, interest rate
subsidies, utility service connections, roads, or other similar assistance that would otherwise be paid for by the
developer or beneficiary.
Section R Excess Tax Increment
Beginning with the sixth year after certification of the TIF District, any year in which the tax increments from the TIF
District exceed the amount necessary to pay the estimated public costs authorized by the TIF Plan, the Authority shall
use the excess tax increments to:
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Shakopee Economic Development Authority, Minnesota
(1) prepay any outstanding tax increment bonds;
(2) discharge the pledge of tax increments thereof;
(3) pay amounts into an escrow account dedicated to the payment of the tax increment bonds; or
(4) return excess tax increments to the County Auditor for redistribution to the City, County and School
District. The County Auditor must report to the Commissioner of Education the amount of any
excess tax increment redistributed to the School District within 30 days of such redistribution.
Section S Tax Increment Pooling and the Five Year Rule
As permitted under Minnesota Statutes, Section 469.1763, subdivision 2(b) and subdivision 3(a)(5), any expenditures
of increment from the TIF District to pay the cost of a "housing project" as defined in Minnesota Statutes, Section
469.174, subd. 11 will be treated as an expenditure within the district for the purposes of the "pooling rules" and the
"five year rule ". The Authority does not currently anticipate that tax increments will be spent outside the TIF District
(except allowable administrative expenses), but such expenditures are expressly authorized in this TIF Plan.
The Authority does not expect that allowable pooling expenditures will be made outside of the TIF District, but such
expenditures are expressly authorized in this TIF Plan.
Section T Limitation on Administrative Expenses
Administrative expenses are defined as all costs of the Authority other than
(1) amounts paid for the purchase of land;
(2) amounts paid for materials and services, including architectural and engineering services directly
connected with the proposed development within the TIF District;
(3) relocation benefits paid to, or services provided for, persons or businesses residing or located
within the TIF District; or
(4) amounts used to pay interest on, fund a reserve for, or sell at a discount, tax increment bonds.
Administrative expenses include amounts paid for services provided by bond counsel, fiscal consultants, planning or
economic development consultants, and actual costs incurred by the County in administering the TIF District. Tax
increments may be used to pay administrative expenses of the TIF District up to the lesser of (a) 10% of the total tax
increment expenditures authorized by the TIF Plan or (b) 10% of the total tax increments received by the District.
Section U Limitation on Property Not Subject to Improvements - Four Year Rule
If after four years from certification of the TIF District no demolition, rehabilitation, renovation, or qualified
improvement of an adjacent street has commenced on a parcel located within the TIF District, then that parcel shall
be excluded from the TIF District and the original net tax capacity shall be adjusted accordingly. Qualified
improvements of a street are limited to construction or opening of a new street, relocation of a street, or substantial
reconstruction or rebuilding of an existing street. The Authority must submit to the County Auditor, by February 1 of
the fifth year, evidence that the required activity has taken place for each parcel in the TIF District.
If a parcel is excluded from the TIF District and the Authority or owner of the parcel subsequently commences any of
the above activities, the Authority shall certify to the County Auditor that such activity has commenced and the parcel
shall once again be included in the TIF District. The County Auditor shall certify the net tax capacity of the parcel, as
SPRINGSTED Page 8
Shakopee Economic Development Authority, Minnesota
most recently certified by the Commissioner of Revenue, and add such amount to the original net tax capacity of the
TIF District.
Section V Estimated Impact on Other Taxing Jurisdictions
Exhibit IV shows the estimated impact on other taxing jurisdictions if the maximum projected retained captured net tax
capacity of the TIF District was hypothetically available to the other taxing jurisdictions. The Authority believes that
there will be no adverse impact on other taxing jurisdictions during the life of the TIF District, since the proposed
development would not have occurred without the establishment of the TIF District and the provision of public
assistance. A positive impact on other taxing jurisdictions will occur when the TIF District is decertified and the
development therein becomes part of the general tax base.
The fiscal and economic implications of the proposed tax increment financing district, as pursuant to Minnesota
Statutes, Section 469.175, Subdivision 2, are listed below.
1. The total amount of tax increment that will be generated over the life of the district is estimated to be
$5,466,817.
2. To the extent the proposed project in TIF District 15 generates any public cost impacts on City provided
services such as police and fire protection, public infrastructure, and borrowing costs attributable to the
district, such costs will be levied upon the taxable net tax capacity of the City, excluding that portion captured
by the District. The City does not anticipate issuing general obligation tax increment bonds attributable to
the District.
3, The amount of tax increments over the life of the district that would be attributable to school district levies,
assuming the school district's share of the total local tax rate for all taxing jurisdictions remained the same, is
estimated to be $1,656,769.
4. The amount of tax increments over the life of the district that would be attributable to county levies,
assuming the county's share of the total local tax rate for all taxing jurisdictions remained the same is
estimated to be $1,810,241.
5. No additional information has been requested by the county or school district that would enable it to
determine additional costs that will accrue to it due to the development proposed for the district.
Section W Prior Planned Improvements
The Authority shall accompany its request for certification to the County Auditor (or notice of district enlargement),
with a listing of all properties within the TIF District for which building permits have been issued during the 18 months
immediately preceding approval of the TIF Plan. The County Auditor shall increase the original net tax capacity of the
TIF District by the net tax capacity of each improvement for which a building permit was issued.
There have been no building permits issued in the last 18 months in conjunction with any of the properties within the
TIF District.
Section X Development Agreements
If within a project containing a housing district, more than 10% of the acreage of the property to be acquired by the
Authority is purchased with tax increment bonds proceeds (to which tax increment from the property is pledged), then
prior to such acquisition, the Authority must enter into an agreement for the development of the property. Such
agreement must provide recourse for the Authority should the development not be completed.
SPRINGSTED Page 9
Shakopee Economic Development Authority, Minnesota
The Authority anticipates entering into an agreement for development, but does not anticipate acquiring any property
located within the TIF District, other than for right of way and utility purposes
Section Y Assessment Agreements
The Authority may, upon entering into a development agreement, also enter into an assessment agreement with any
person, which establishes a minimum market value of the land and improvements for each year during the life of the
TIF District.
The assessment agreement shall be presented to the County or City Assessor who shall review the plans and
specifications for the improvements to be constructed, review the market value previously assigned to the land, and
so long as the minimum market value contained in the assessment agreement appears to be an accurate estimate,
shall certify the assessment agreement as reasonable. The assessment agreement shall be filed for record in the
office of the County Recorder of each county where the property is located. Any modification or premature
termination of this agreement must first be approved by the Authority, County and School District.
The Authority does not anticipate entering into an assessment agreement.
Section Z Modifications of the Tax Increment Financing Plan
Any reduction or enlargement in the geographic area of the Project Area or the TIF District; increase in the amount of
bonded indebtedness to be incurred; increase in the amount of capitalized interest; increase in that portion of the
captured net tax capacity to be retained by the Authority; increase in the total estimated capital and administrative
costs; or designation of additional property to be acquired by the Authority shall be approved only after satisfying all
the necessary requirements for approval of the original TIF Plan. This paragraph does not apply if
(1) the only modification is elimination of parcels from the TIF District; and
(2) the current net tax capacity of the parcels eliminated equals or exceeds the net tax capacity of
those parcels in the TIF Districts original net tax capacity, or the Authority agrees that the TIF
Districts original net tax capacity will be reduced by no more than the current net tax capacity of the
parcels eliminated.
The Authority must notify the County Auditor of any modification that reduces or enlarges the geographic area of the
TIF District. The geographic area of the TIF District may be reduced but not enlarged after five years following the
date of certification.
Section AA Filing and Administration of the Tax Increment Financing Plan
Upon adoption of the TIF Plan, the Authority shall submit a copy of such plan to the Minnesota Department of
Revenue and the Office of the State Auditor. The Authority shall also request that the County Auditor certify the
original net tax capacity and net tax capacity rate of the TIF District. To assist the County Auditor in this process, the
Authority shall submit copies of the TIF Plan, the resolution establishing the TIF District and adopting the TIF Plan,
and a listing of any prior planned improvements. The Authority shall also send the County Assessor any assessment
agreement establishing the minimum market value of land and improvements in the TIF District, and shall request that
the County Assessor review and certify this assessment agreement as reasonable.
The County shall distribute to the Authority the amount of tax increment as it becomes available. The amount of tax
increment in any year represents the applicable property taxes generated by the retained captured net tax capacity of
the TIF District. The amount of tax increment may change due to development anticipated by the TIF Plan, other
development, inflation of property values, or changes in property classification rates or formulas. In administering and
implementing the TIF Plan, the following actions should occur on an annual basis:
SPRINGSTED Page 10
Shakopee Economic Development Authority, Minnesota
(1) prior to July 1, the Authority shall notify the County Assessor of any new development that has
occurred in the TIF District during the past year to ensure that the new value will be recorded in a
timely manner.
(2) if the County Auditor receives the request for certification of a new TIF District, or for modification of
an existing TIF District, before July 1, the request shall be recognized in determining local tax rates
for the current and subsequent levy years. Requests received on or after July 1 shall be used to
determine local tax rates in subsequent years.
(3) each year the County Auditor shall certify the amount of the original net tax capacity of the TIF
District. The amount certified shall reflect any changes that occur as a result of the following:
(a) the value of property that changes from tax - exempt to taxable shall be added to the
original net tax capacity of the TIF District. The reverse shall also apply;
(b) the original net tax capacity may be modified by any approved enlargement or reduction of
the TIF District;
(c) if the TIF District is classified as an economic development district, then the original net
tax capacity shall be increased by the amount of the annual adjustment factor; and
(d) if laws governing the classification of real property cause changes to the percentage of
estimated market value to be applied for property tax purposes, then the resulting increase
or decrease in net tax capacity shall be applied proportionately to the original net tax
capacity and the retained captured net tax capacity of the TIF District.
The County Auditor shall notify the Authority of all changes made to the original net tax capacity of the TIF District.
Section AB Financial Reporting and Disclosure Requirements
The Authority will comply with all reporting requirements for the TIF District under Minnesota Statutes, Section
469.175, subdivisions 5 and 6.
SPRINGSTED Page 11
Exhibit I
Tax Increment Financing (Housing) District No. 15
within Housing and Redevelopment Project Area No. 2
the boundaries are coterminous
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SPRINGSTED Page 12
•
Exhibit 11
Assumptions Report
City of Shakopee, Minnesota
Tax Increment Financing (Housing) District No. 15
Proposed Trident Development Project
TIF Plan Exhibits: Total EMV of $10.2M with 20 -Year Term
Type of Tax Increment Financing District Housing
Maximum Duration of TIF District 25 years from 1st increment
Projected Certification Request Date 07/01/12
Decertification Date 12/31/39 (26 Years of Increment)
2012/2013
Base Estimated Market Value $460,000
Original Net Tax Capacity $5,750
Assessment/Collection Year
2012/2013 2013/2014 2014/2015 2015/2016
Base Estimated Market Value $460,000 $460,000 $460,000 $460,000
Estimated Increase in Value - New Construction 0 4,675,000 9,810,000 9,810,000
Total Estimated Market Value 460,000 5,135,000 10,270,000 10,270,000
Total Net Tax Capacity $5,750 $64,188 $128,375 $128,375
City of Shakopee 36.655%
Scott County 38.802%
ISD #720 35.512%
Other 6.210%
Local Tax Capacity Rate 117.179% 2011/2012
Fiscal Disparities Contribution From TIF District 0.0000%
Administrative Retainage Percent (maximum = 10 %) 10.00%
Pooling Percent 0.00%
Bonds Note (Pay -As- You -Go)
Bonds Dated NA Note Dated 05/30/12
Bond Rate NA Note Rate 5.00%
Bond Amount NA Note Amount $1,000,000
Present Value Date & Rate 05/30/12 5.00% PV Amount $1,675,259
Notes
Projections assume no future changes to classification rates and current tax rates remain constant.
Projections are based on a total post development estimated market value of $10.2M, as provided by
developer application and Scott County Assessor and includes no Annual Market Value Inflator.
SPRINGSTED Page 13
Exhibit 111
Projected Tax Increment Report
City of Shakopee, Minnesota
Tax Increment Financing (Housing) District No. 15
Proposed Trident Development Project
TIF Plan Exhibits: Total EMV of $10.2M with 20 -Year Term
Less Retained Times. Less :. Less:
Annual Total Total Original Captured Tax '' Annual State Aud... Subtotal Admin. Annual
Period Market Net Tax Net Tax Net Tax Capacity Gross Tax Deduction Net Tax Retainage Net
Ending Value Capacity Capacity Capacity Rate Increment 0.360% Increment 10.00% Revenue
( ( ( ( ( ( - (7) ' ( ( ( (11)
12/31/12 06/08/59 5,750 5,750 0 117 179% 0 0 0 0 0
12/31/13 460,000 5,750 5,750 0 117.179% 0 0 0 0 0
12/31/14 5,135,000 64,188 5,750 58,438 117.179% 68,477 247 68,230 6,823 61,407
12/31/15 10,270,000 128,375 5,750 122,625 117.179% < 143,691 517 143,174 14,317 128,857
12/31/16 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/17 10,270,000 128,375 5,750 122,625 117 179% 143,691 517 143,174 14,317 128,857
12/31/18 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/19 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/20 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/21 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/22 10,270,000 128,375 5,750 122,625 117:179% 143,691 517 143,174 14,317 128,857
12/31/23 10,270,000 128,375 5,750 1 117.179% 143,691 517 143,174 14,317 128,857
12/31/24 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/25 10,270,000 128,375 5,750 122,625 ` ..117.179% 143,691 517 143,174 14,317 128,857
12/31/26 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/27 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/28 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/29 10,270,000 128,375 5,750.:' -. 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/30 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/31 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/32 10,270,000 128,375 5,750 : 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/33 10,270,000 128,375 5,750;r 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/34 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/35 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/36 10,270,000 128,375 5,750 122,625 117 179% 143,691 517 143,174 14,317 128,857
12/31/37 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/38 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/39 10,270,000 128,375 5,750 122,625 117.179% 143,691 517 143,174 14,317 128,857
12/31/40 0 0 0 117.179% 0 0 0 0 0
$3,660,752 $13,172 $3,647,580 $364,748 $3,282,832
SPRINGSTED Page 14
Exhibit IV
I Estimated Impact on Other Taxing Jurisdictions Report w
City of Shakopee, Minnesota
Tax Increment Financing (Housing) District No. 15
Proposed Trident Development Project
TIF Plan Exhibits: Total EMV of $10.2M with 20 -Year Term
Without
Project or TIF District With Project and TIF District
Final Projected Hypothetical
2011/2012 2011/2012 Retained New Hypothetical Hypothetical Tax Generated
Taxable 2011/2012 Taxable Captured Taxable Adjusted Decrease In by Retained
Taxing Net Tax Local Net Tax Net Tax '' Net Tax Local Local Captured
Jurisdiction Capacity (1) Tax Rate Capacity (1) + Capacity = Capacity Tax Rate ( *) Tax Rate ( *) N.T.C. ( *)
City of Shakopee 9,145,388 36.655% 9,145,388 $122,625 9,268,013 36.170/ 0.485% 44,354
Scott County 123,546,836 38.802% 123,546,836 122,625 123,669,461 38.763% 0.038% 47,534
ISD #720 63,060,104 35:512% 63,060,104__ 122,625 63,182,729 35.443% 0.069% 43,462
Other (2) - -- 6.210% - -- 122,625 - -- 6.210% - -- - --
Totals 117.179% 116.587% 0.592%
* Statement 1: If the projected Retained Captured Net Tax Capacity of the TIF District was hypothetically available to each of
the taxing jurisdictions above, the result would be a lower local tax rate (see Hypothetical Adjusted Tax Rate above)
which would produce the same amount of taxes for each taxing jurisdiction. In such a case, the total local tax rate
would decrease by 0.592% (see Hypothetical Decrease in Local Tax Rate above). The hypothetical tax that the
Retained Captured Net Tax Capacity of the TIF District would generate is also shown above.
Statement 2: Since the projected Retained Captured Net Tax Capacity of the TIF District is not available to the taxing jurisdictions,
then there is no impact on taxes levied or local tax rates.
(1) Taxable net tax capacity = total net tax capacity - captured TIF - fiscal disparity contribution, if applicable.
(2) The impact on these taxing jurisdictions is negligible since they represent only 5.30% of the total tax rate.
SPRINGSTED Page 15
Projected Pay -As- You -Go Note Report
City of Shakopee, Minnesota
Tax Increment Financing (Housing) District No. 15
Proposed Trident Development Project
TIF Plan Exhibits: Total EMV of $10.2M with 20 -Year Term
Note Date: 05/30/12
Note Rate: 5.00%
Amount: $1,000,000
Semi - Annual Loan
Net Capitalized Balance
Date Principal Interest P & I Revenue, :" Interest Outstanding
(1) (2) (3) (4) (5) (6) (7)
1,000, 000.00
02/01/13 0.00 0.00 0.00 0.00 33,472.22 1,033,472.22
08/01/13 0.00 0.00 0.00 0.00 25,836.81 1,059,309.03
02/01/14 0.00 0.00 0.00 0.00 26,482.73 1,085,791.76
08/01/14 3,558.71 27,144.79 30,703.50 30,703.50 0.00 1,082,233.05
02/01/15 3,647.67 27,055.83 30,703.50 30,703.50 0.00 1,078,585.38
08/01/15 37,463.87 26,964.63 64,428.50 64,428.50 0.00 1,041,121.51
02/01/16 38,400.46 26,028.04 64,428.50 64,428.50 0.00 1,002,721.05
08/01/16 39,360.47 25,068.03 64,428.50 64,428.50 0.00 963,360.58
02/01/17 40,344.49 24,084.01 64,428.50 64,428.50 0.00 923,016.09
08/01/17 41,353.10 23,075.40 64,428.50 64,428.50 0.00 881,662.99
02/01/18 42,386.93 22,041.57 64,428.50 64,428.50 0.00 839,276.06
08/01/18 43,446.60 20,981.90 64,428.50 64,428.50 0.00 795,829.46
02/01/19 44,532.76 19,895.74 64,428.50 64,428.50 0.00 751,296.70
08/01/19 45,646.08 18,782.42 64,428.50 64,428.50 0.00 705,650.62
02/01/20 46,787.23 17,641.27 64,428.50 64,428.50 0.00 658,863.39
08/01/20 47,956.92 16,471.58 64,428.50 64,428.50 0.00 610,906.47
02/01/21 49,155.84 15,272.66 64,428.50 64,428.50 0.00 561,750.63
08/01/21 50,384.73 14,043.77 64,428.50 64,428.50 0.00 511,365.90
02/01/22 51,644.35 12,784.15 64,428.50 64,428.50 0.00 459,721.55
08/01/22 52,935.46 11,493.04 64,428.50 64,428.50 0.00 406,786.09
02/01/23 54,258.85 10,169.65 64,428.50 64,428.50 0.00 352,527.24
08/01/23 55,615.32 8,813.18 64,428.50 64,428.50 0.00 296,911.92
02/01/24 57,005.70 7,422.80 64,428.50 64,428.50 0.00 239,906.22
08/01/24 58,430.84 5,997.66 64,428.50 64,428.50 0.00 181,475.38
02/01/25 59,891.62 4,536.88 64,428.50 64,428.50 0.00 121,583.76
08/01/25 61,388.91 3,039.59 64,428.50 64,428.50 0.00 60,194.85
02/01/26 60,194.85 1;504.87 61,699.72 61,699.72 0.00 0.00
08/01/26 0.00 0.00 0.00 0.00 0.00 0.00
02/01/27 0.00 0.00 0.00 0.00 0.00 0.00
08/01/27 0.00 0.00 0.00 0.00 0.00 0.00
02/01/28 0.00 0.00 0.00 0.00 0.00 0.00
08/01/28 0.00 0.00 0.00 0.00 0.00 0.00
02/01/29 0.00 0.00 0.00 0.00 0.00 0.00
08/01/29 0.00 0.00 0.00 0.00 0.00 0.00
02/01/30 0.00 0.00 0.00 0.00 0.00 0.00
08/01/30 0.00 0.00 0.00 0.00 0.00 0.00
02/01/31 0.00 0.00 0.00 0.00 0.00 0.00
08/01/31 0.00 0.00 0.00 0.00 0.00 0.00
02/01/32 0.00 0.00 0.00 0.00 0.00 0.00
08/01/32 0.00 0.00 0.00 0.00 0.00 0.00
02/01/33 0.00 0.00 0.00 0.00 0.00 0.00
08/01/33 0.00 0.00 0.00 0.00 0.00 0.00
02/01/34 0.00 0.00 0.00 0.00 0.00 0.00
$1,085,792 $390,313.46 $1,476,105.22 $1,476,105.22 $85,791.76
Surplus Tax Increment 1,806,726.78
Total Net Revenue $3,282,832.00
City of Shakopee, Minnesota
Shakopee Economic Development Authority
Redevelopment Plan
for
Housing and Redevelopment Project Area No. 2
Dated: May 30, 2012 (Draft)
Prepared by:
SPRINGSTED INCORPORATED
380 Jackson Street, Suite 300
St. Paul, MN 55101 -2887
(651) 223 -3000
WWW. SPRINGSTED. COM
TABLE OF CONTENTS
Section Paqe(s)
A Definitions 1
B Statutory Authorization 2
C Statement of Need and Public Purpose 2
D Statement of Objectives 2
E Boundaries of the Project Area 3
F Property Acquisition 3
G Payment of Public Costs 3
H Environmental Controls; Land Use Regulations 3
Park and open Space to be Created 4
J Property Acquisition and Proposed Reuse 4
K Administration and Maintenance 4
L Relocation 4
M Amendments 4
Map of the Project Area EXHIBIT I
Shakopee Economic Development Authority, Minnesota
Section A Definitions
The terms defined in this section have the meanings given herein, unless the context in which they are used indicates
a different meaning:
"Authority" means the Shakopee Economic Development Authority.
"Authority Board" means the Board of Commissioners of the Authority.
"City" means the City of Shakopee, Minnesota, a municipal corporation and political subdivision of the State of
Minnesota.
"City Council" means the City Council of the City.
"County" means Scott County, Minnesota.
"EDA Act" means the Economic Development Act, Minnesota Statutes, Sections 469.090 through 469.1082, both
inclusive.
"Governing Body" means the duly elected city council.
"HRA Act" means the Minnesota Municipal Housing and Redevelopment Act, Minnesota Statutes, Sections 469.001
through 469.047, both inclusive.
"Land Use Regulations" means all federal, state and local laws, rules, regulations, ordinances and plans relating to or
governing the use or development of land in the Project Area including but not limited to environmental, platting,
zoning and building code laws, regulations and ordinances.
"Project" means the Housing and Redevelopment Project No. 2, as shown in the map attached as Exhibit I, which
includes the property legally described in Exhibit II.
"Project Area" means the geographic area of Housing and Redevelopment Project Area No. 2.
"Public Costs" means all legally permissible costs incurred or to be incurred by or on behalf of the Authority in carrying out
the Redevelopment Plan, including but not limited to: (a) the costs of any redevelopment or housing activities consistent
with the Redevelopment Plan as originally adopted or subsequently amended; (b) costs of administering the Project; and
(c) debt service payments on any obligations issued to finance Public Costs authorized by the Redevelopment Plan.
"Redevelopment Plan" means the Redevelopment Plan for the Project Area, as it may be amended or supplemented
from time to time.
"State" means the State of Minnesota.
"TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1799, both inclusive.
"TIF District" means any tax increment financing district presently established or to be established in the future in the
Project Area.
"TIF Plan" means the respective tax increment financing plan for each TIF district located within the Project Area.
SPRINGSTED Page 1
Shakopee Economic Development Authority, Minnesota
Section B Statutory Authorization
The EDA Act and the HRA Act authorizes the Authority to exercise all the powers relating to a housing and
redevelopment authority granted under Minnesota Statutes, Sections 469.001 to 469.047, or other law. The Authority
is authorized under the EDA Act and HRA Act to undertake and administer the Redevelopment Plan and the Project, and
to pay for the Public Costs through tax increments derived from an TIF Districts established within the Project Area or any
other source of funds which the EDA Act and HRA Act permits the Authority to use for such purposes.
It is the intention of the Governing Body and the Authority Board, notwithstanding the enumeration of specific goals
and objectives in the Redevelopment Plan, that the Authority shall have and enjoy with respect to the Project Area the
full range of powers and duties conferred upon the Authority pursuant to the EDA Act, the HRA Act, the TIF Act,
municipal housing and redevelopment authority laws, and such other legal authority as the Authority may have or
enjoy from time to time.
Section C Statement of Need and Public Purpose
The Authority finds that there is a need for redevelopment within the City and the Project Area to remedy blight and
blighting conditions, prevent the spread of blight, promote the health, safety and welfare of City residents, and encourage
related development and redevelopment in order to protect and improve the tax base and general economic vitality of the
City. The Authority further finds that the Project is necessary to alleviate: a shortage of decent, safe, and sanitary housing
for persons of low or moderate income and their families.
More specifically, the Authority has identified that development of the property included in the Project is necessary to further
development and affordable housing goals.
The Authority specifically finds that: (a) the land within the Project Area would not be available for redevelopment and
affordable housing purpose without the financial aid to be sought under this Redevelopment Plan; (b) the Redevelopment
Plan will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project
by private enterprise; and (c) that the Redevelopment Plan conforms to the general plan for the development of the City as
a whole.
The Authority further finds that the. Project is a "housing development project" within the meaning of Minnesota Statutes,
469.001 subd.15.
Section D Statement of Objectives
The Authority seeks to achieve one or more of the following objectives with respect to the Project Area, as the
Authority may deem appropriate and necessary.
(1) To promote and secure the prompt development of property within the Project Area, such property
which is not now in its most productive use, in a manner consistent with the Comprehensive Plan of
the City, thus realizing Comprehensive Plan, land use, and tax base goals.
(2) To assist development in the Project Area through the acquisition or write -down of certain interests
in property which is not now in productive use or in its highest and best use, to make or defray the
cost of soil corrections or site improvements on said property, and to construct or reimburse the
developer for the construction of public improvements and other facilities on or for the benefit of
said property, thereby promoting and securing the development of other and within the Project
Area.
SPRINGSTED Page 2
Shakopee Economic Development Authority, Minnesota
(3) Promote the development of affordable housing to serve the Project Area and the City as whole,
including without limitation the development of approximately 79 units of senior rental housing, at least
20% of which will be affordable to individuals or families of low and moderate income.
(4) To promote the development of decent, safe, and sanitary housing in order to protect the health
and welfare of the residents of the City.
(5) To provide funding for an ongoing development strategy and to prioritize the use of available
resources.
(6) To implement and revise from time to time, as may be deemed necessary or desirable, a
consolidated and unified Redevelopment Plan and to finance the associated development costs on
an area -wide basis.
(7) To employ any of the powers of the Authority for the benefit of the Project Area in such cases and
upon such terms as the Authority may deem appropriate.
(8) To construct or acquire facilities deemed desirable for the development of the Project Area.
Section E Boundaries of the Project Area
The property within the City which constitutes the Project Area includes the property contained within the boundaries
described below and is illustrated on the map attached as Exhibit I and legally described in Exhibit II.
The Authority reserves the right to expand the boundaries of the Project Area in the future upon approval by the
Governing Body.
Section F Property Acquisition
The Authority may acquire property, or appropriate interest therein, within the Project Area as it deems necessary or
desirable to assist in the implementation of the Redevelopment Plan.
Section G Payment of Public Costs
It is anticipated that the Public Costs of the Project Area will be paid primarily from tax increments derived from one or
more TIF Districts established within the Project or proceeds of tax increment bonds. Such costs are identified in the
TIF Plan(s) for the corresponding TIF District(s) located within the Project Area. The Authority reserves the right to
use other sources of revenue legally applicable to the Project Area to pay for such Public Costs including, but not
limited to, special assessments, federal or state funds, and investment income.
Section H Environmental Controls; Land Use Regulations
All authority actions, public improvements and private development shall be carried out in a manner consistent with
existing environmental controls and all applicable Land Use Regulations.
SPRINGSTED Page 3
Shakopee Economic Development Authority, Minnesota
Section I Park and Open Space to be Created
Park and open space created within the Project Area will be done so in accordance with the zoning and platting
ordinances of the City.
Section J Property Acquisition and Proposed Reuse
The Redevelopment Plan contemplates that the Authority may acquire property and reconvey the same to another
entity. Prior to formal consideration of the acquisition of any property for private development, the Authority Board will
require the execution of a binding development agreement with respect thereto and evidence that tax increments or
other funds will be available to repay the Public Costs associated with the proposed acquisition. It is the intent of the
Authority to negotiate the acquisition of property whenever possible. Appropriate restrictions regarding the reuse and
redevelopment of property shall be incorporated into any development agreement to which the Authority is a party.
Section K Administration and Maintenance
Maintenance and operation of the Project Area will be the responsibility of the Community Development Director who
shall serve as administrator of the Project Area. Each year the administrator will submit to the Authority Board the
maintenance and operation budget for the following year.
The administrator will administer the Redevelopment Plan pursuant to the provisions of the HRA Act; provided,
however, that such powers may only be exercised at the direction of the Auhority Board and the Governing Body. No
action taken by the administrator pursuant to the above - mentioned powers shall be effective without authorization by
the Governing Body.
Section L Relocation
Any person or business that is displaced as a result of the Redevelopment Plan will be relocated in accordance with
the provisions of the HRA Act and other applicable state law.
Section M Amendments
The Authority reserves the right to alter and amend the Redevelopment Plan subject to the provisions of state law
regulating such action.
SPRINGSTED Page 4
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SPRINGSTED Page 5
EXECUTION COPY
CONTRACT
FOR
PRIVATE DEVELOPMENT
By and Between
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA
CITY OF SHAKOPEE, MINNESOTA '*
and
ALL SAINTS SENIOR LIVING OF SHAKOPEE, LLC
Dated: June , 2012
This document was drafted by:
KENNEDY & GRAVEN, Chartered (JAE)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Telephone: 612-337-9300
TABLE OF CONTENTS
Pate
PREAMBLE 1
ARTICLE I
Definitions
Section 1.1. Definitions 3
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority 6
Section 2.2. Representations by the City 6
Section 2.3. Representations and Warranties by the Developer 7
ARTICLE III
Property Acquisition; Financing
Section 3.1. Status of Development Property 9
Section 3.2. Environmental Conditions 9
Section 3.3. Reimbursement of Certain Developer Costs 9
Section 3.4. Issuance of TIF Note 9
Section 3.5. Payment of Authority and City Costs 10
Section 3.6. Records 11
Section 3.7. Purpose of Assistance 11
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements - 12
Section 4.2. Construction Plans 12
Section 4.3. Commencement and Completion of Construction 13
Section 4.4. Certificate of Completion 13
Section 4.5. Affordability Covenants; Qualification of TIF District 14
Section 4.6. Affordability Housing Reporting 14
ARTICLE V
Insurance and Condemnation
Section 5.1. Insurance 15
Section 5.2. Subordination 16
401606v4
ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes 17
Section 6.2. Reduction of Taxes 17
Section 6.3. Qualifications 17
ARTICLE VII
Other Financing
Section 7.1. Generally 19
Section 7.2. Authority's Option to Cure Default in Mortgage 19
Section 7.3. Modification; Subordination 19
Section 7.4. Termination 19
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development 20
Section 8.2. Prohibition Against Developer's Transfer of Property and
Assignment of Agreement 20
Section 8.3. Release and Indemnification Covenants 21
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined 23
Section 9.2. Remedies on Default 23
Section 9.3. Termination or Suspension of Note 24
Section 9.4. No Remedy Exclusive 24
Section 9.5. No Additional Waiver Implied by One Waiver 24
Section 9.6. Attorney Fees 24
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable 26
Section 10.2. Equal Employment Opportunity 26
Section 10.3. Restrictions on Use 26
Section 10.4. Titles of Articles and Sections 26
Section 10.5. Notices and Demands 26
Section 10.6. Counterparts 27
Section 10.7. Recording 27
Section 10.8. Amendment 27
Section 10.9. Authority and City Approvals 27
401606v4 1 1
TESTIMONIUM S -1
SIGNATURES S -1
SCHEDULE A Development Property
SCHEDULE B Authorizing Resolution
SCHEDULE C Certificate of Completion
SCHEDULE D Form of Subordination Agreement
SCHEDULE E Description of Site Improvements
SCHEDULE F Form of Investment Letter
SCHEDULE G Compliance Certificate
401606v4 Ill
CONTRACT FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR PRIVATE DEVELOPMENT, made as of the day of June,
2012 (the "Agreement "), is by and between the ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA, a public body corporate and politic under the
laws of the State of Minnesota (the "Authority "), the CITY OF SHAKOPEE, MINNESOTA (the
"City "), a municipal corporation and political subdivision of the State of Minnesota, and ALL
SAINTS SENIOR LIVING OF SHAKOPEE, LLC, a Minnesota limited liability company (the
"Developer ").
WITNESSETH:
WHEREAS, the Authority was created pursuant to Minnesota Statutes Sections 469.090 to
469.1081, as amended (the "EDA Act ") and was authorized to transact business and exercise its
powers by a resolution of the City Council of the City; and
WHEREAS, the City has undertaken a program to promote economic development and job
opportunities and to promote the development and redevelopment of land which is underutilized
within the City, and in this connection created the Housing and Redevelopment Project No. 2
(hereinafter referred to as the "Redevelopment Project ") in an area (hereinafter referred to as the
"Project Area ") located in the City pursuant to Minnesota Statutes, Sections 469.001 to 469.047, as
amended (the "HRA Act "); and
WHEREAS, by resolution dated April 4, 1995, the City Council of the City transferred
control, authority, and operation of the Redevelopment Project to the Authority, which currently
administers the Redevelopment Project, exercising the powers of a housing and redevelopment
authority under the HRA Act, in accordance with the EDA Act; and
WHEREAS, pursuant to the EDA Act and the HRA Act, the Authority is authorized to
undertake certain activities to facilitate the development and redevelopment of real property by
private enterprise and promote the development of affordable housing within the City; and
WHEREAS, within the Redevelopment Project, the Authority has created Tax Increment
Financing (Housing) District No. 15 ( "TIF District ") in order to facilitate the development of
affordable senior housing within the City; and
WHEREAS, the Developer proposes to acquire certain property (the "Development
Property ") within the TIF District and construct an 80 -unit senior rental housing facility, and twenty
percent (20 %) of the units in the facility will be affordable to persons of low and moderate income,
as described herein (the "Minimum Improvements "); and
WHEREAS, in order to achieve the objectives of the Redevelopment Plan for the
Redevelopment Project and make the Minimum Improvements economically feasible for the
Developer to construct, the Authority is prepared to reimburse the Developer for a portion of the
costs of Site Improvement (as defined herein) related to the Minimum Improvements; and
401606v4 JAE SH235 -18 1
WHEREAS, the Authority and the City believe that the development of the TIF 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 Minimum Improvements 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:
401606v4 JAE SH235 -18 2
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Agreement" means this Contract for Private Development, as the same may be from time
to time modified, amended, or supplemented.
"Authority" means the Economic Development Authority for the City of Shakopee,
Minnesota.
"Authority Representative" means the Executive Director of the Authority or any person
designated by the Executive Director to act as the Authority Representative for the purposes of this
Agreement.
"Authorizing Resolution" means the resolution of the Authority, substantially in the form of
the attached Schedule B, adopted by Authority Board on May 15, 2012, approving this Agreement
and authorizing the issuance of the Note.
"Available Tax Increment," means, on each Payment Date, 90 percent of the Tax Increment
attributable to the Development Property and paid to the Authority by Scott County in the six
months preceding the Payment Date. Available Tax Increment shall not include any Tax Increment
if, as of any Payment Date, there is an uncured Event of Default under this Agreement.
"Board" means the Board of Commissioners of the Authority.
"Certificate of Completion" means the Certificate, in substantially the form attached as
Schedule C, provided to the Developer pursuant to Section 4.4 of this Agreement.
"City" means the City of Shakopee, Minnesota.
"City Representative" means the City Administrator of the City or any person designated by
the City Administrator to act as the City Representative for the City for purposes of this Agreement.
"Construction Plans" means the plans, specifications, drawings and related documents
related to the Minimum Improvements, which (a) shall be as detailed as the plans, specifications,
drawings and related documents which are submitted to the appropriate building officials of the
City, and (b) shall include at least the following: (1) site plan; (2) foundation plan; (3) floor plan for
each floor; (4) cross sections of each (length and width); (5) elevations (all sides, including a
building materials schedule); (6) landscape and grading plan; and (7) such other plans or
supplements to the foregoing plans as the City may reasonably request to allow it to ascertain the
nature and quality of the proposed construction work.
401606v4 JAE SH235 -18 3
"County" means Scott County, Minnesota.
"Developer" means All Saints Senior Living of Shakopee, LLC, a Minnesota limited
liability company, or its permitted successors and assigns.
"Development Property" means the real property described in Schedule A of this
Agreement.
"EDA Act" means Minnesota Statutes, Sections 469.090 to 469.1081, as amended.
"Event of Default" means an action by the Developer listed in Article IX of this Agreement.
"Holder" means the owner of a Mortgage.
"HRA Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended.
"Material Change" means a change in construction plans that adversely affects generation of
tax increment or changes the number of units of rental housing.
"Maturity Date" means the date that the Note has been paid in full or terminated in
accordance with its terms, whichever is earlier.
"Minimum Improvements" means the development on the Development Property of an
approximately 84,000 square foot senior rental housing facility containing 80 rental units, of which
at least 20% of such units will be occupied by persons with incomes no greater than 50% of the
median income within the County.
"Mortgage" means any mortgage made by the Developer that is secured, in whole or in part,
with the Development Property and that is a permitted encumbrance pursuant to the provisions of
Article VIII of this Agreement.
"Note" means a Tax Increment Revenue Note, substantially in the form contained in the
Authorizing Resolution, to be delivered by the Authority to the Developer in accordance with
Section 3.4 hereof.
"Payment Date" has the meaning given such term in the Note.
"Project Area" means the real property located within the boundaries of the Redevelopment
Project, as described in the Redevelopment Plan.
"Public Development Costs" has the meaning provided in Section 3.3 hereof.
"Redevelopment Plan" means the Redevelopment Plan for the Redevelopment Project
approved and adopted by the Authority and the City Council of the City.
401606v4 JAE SH235 -18 4
"Redevelopment Project" means the Housing and Redevelopment Project No. 2.
"Site Improvements" means the site improvements caused to be undertaken by Developer
on the Development Property in conjunction with the construction of the Minimum Improvements,
as described in Schedule E attached hereto.
"State" means the state of Minnesota.
"Tax Increment" means that portion of the real property taxes that is paid with respect to the
TIF District and that is remitted to the Authority as tax increment pursuant to the Tax Increment
Act.
"Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota
Statutes, Sections 469.174 to 469.1799, as amended.
"Tax Increment District" or "TIF District" means the Tax Increment Financing (Housing)
District No. 15, a housing tax increment financing district created by the City and the Authority.
"Tax Increment Plan" or "TIF Plan" means the Tax Increment Financing Plan for Tax
Increment Financing (Housing) District No. 15, as approved by the City Council on May 8, 2012,
and as it may be amended.
"Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the tax
court of the State, or the State Supreme Court.
"Transfer" has the meaning set forth in Section 8.2(a) hereof.
"Unavoidable Delays" means delays beyond the reasonable control of the party seeking to
be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged
adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation
commenced by third parties which, by injunction or other similar judicial action, directly results in
delays, or acts of any federal, state or local governmental unit (other than the Authority or City in
exercising their rights under this Agreement), including without limitation condemnation or threat
of condemnation of any portion of the Development Property, which directly result in delays.
Unavoidable Delays shall not include delays experienced by the Developer in obtaining permits or
governmental approvals necessary to enable construction of the Minimum Improvements by the
dates such construction is required under Section 4.3 of this Agreement, so long as the Construction
Plans have been approved in accordance with Section 4.2 hereof.
(The remainder of this page is intentionally left blank.)
401606v4 JAE SH235 -18 5
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority. The Authority makes the following
representations as the basis for the undertaking on its part herein contained:
(a) The Authority is an economic development authority duly organized and existing
under the laws of the State. Under the provisions of the EDA Act and the HRA Act, the Authority
has the power to enter into this Agreement and carry out its obligations hereunder.
(b) The Authority will use its best efforts to facilitate development of the Minimum
Improvements, including but not limited to cooperating with the Developer in obtaining necessary
administrative and land use approvals and construction financing pursuant to Section 7.1 hereof.
(c) The Authority will issue the Note, subject to all the terms and conditions of this
Agreement.
(d) The Authority proposes to assist in financing the costs of the Site Improvements
necessary to facilitate the construction of the Minimum Improvements in accordance with the terms
of this Agreement to further the objectives of the Redevelopment Plan.
(e) The Authority finds that the Minimum Improvements are necessary to alleviate a
shortage of, and maintain existing supplies of, decent, safe, and sanitary senior housing for persons
of low or moderate income and their families as such income is determined by the Authority.
(f) This Agreement has been duly executed and delivered by the Authority and such
execution, delivery and performance by the Authority does not conflict with or result in a violation
of any judgment, order, or decree of any court to which the Authority is a party or by which it is
bound. This Agreement contains the valid and binding obligations of the Authority and is
enforceable in accordance with its terms.
Section 2.2. Representations of the City. The City makes the following representations and
warranties as the basis for its covenants herein:
(a) The City is a statutory city duly organized and existing under the Constitution and
the laws of the State. Under the provisions of the TIF Act, the City has the power to enter into this
Agreement and carry out its obligations hereunder.
(b) This Agreement has been duly executed and delivered by the City and such
execution, delivery and performance by the City does not conflict with or result in a violation of any
judgment, order, or decree of any court to which the City is a party or by which it is bound. This
Agreement contains the valid and binding obligations of the City and is enforceable in accordance
with its terms.
401606v4 JAE SH235 -18 6
Section 2.3. Representations and Warranties by the Developer. The Developer represents
and warrants that:
(a) The Developer is a limited liability company, which is duly organized and in good
standing under the laws of the State; the Developer is not in violation of any provisions of its bylaws
or operating agreement; the Developer is duly authorized to transact business within the State, has
power to enter into this Agreement and has duly authorized the execution, delivery, and
performance of this Agreement by proper action of its respective officers, directors, managers,
governors or members (as applicable).
(b) The Developer will construct the Minimum Improvements and cause the Minimum
Improvements to be operated and maintained in accordance with the terms of this Agreement, the
Redevelopment Plan and all local, state and federal laws and regulations (including, but not limited
to, environmental, zoning, building code and public health laws and regulations).
(c) The Developer has received no notice or communication from any local, state or
federal official that the activities of the Developer or the Authority in the Project Area may be or
will be in violation of any environmental law or regulation (other than those notices or
communications of which the Authority is aware). The Developer is aware of no facts the existence
of which would cause it to be in violation of or give any person a valid claim under any local, state
or federal environmental law, regulation or review procedure.
(d) The Developer will use its best efforts to obtain or cause to be obtained, in a timely
manner, all required permits, licenses and approvals, and will meet, in a timely manner, all
requirements of all applicable local, state and federal laws and regulations which must be obtained
or met before the Minimum Improvements may be lawfully constructed. The Developer did not
obtain a building permit for any portion of the Minimum Improvements before May 8, 2012, the
date of approval of the TIF Plan for the TIF District.
(e) 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 corporate restriction or any evidences of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it is
bound, or constitutes a default under any of the foregoing, which default or breach might prevent
the Developer from performing its obligations under this Agreement.
(f) The Developer shall promptly advise the Authority in writing of all litigation or
claims affecting any part of the Minimum Improvements and all written complaints and charges
made by any governmental authority materially affecting the Minimum Improvements or materially
affecting Developer or its business which may delay or require changes in construction of the
Minimum Improvements.
(g) The proposed development by the Developer hereunder would not occur but for the
tax increment financing assistance being provided by the Authority hereunder.
401606v4 JAE SH235 -18 7
(h) The Developer represents that no more than 20% of the square footage of the
Minimum Improvements will consist of commercial, retail or other nonresidential use.
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401606v4 JAE SH235 -18 8
ARTICLE III
Tax Increment Financing Assistance
Section 3.1. Status of Development Property. The Developer will acquire the Development
Property. Neither the Authority nor the City has any obligation to acquire the Development
Property.
Section 3.2. Environmental Conditions.
(a) The Developer acknowledges that neither the Authority nor the City makes any
representations or warranties as to the condition of the soils on the Development Property or the
fitness of the Development Property for construction of the Minimum Improvements or any other
purpose for which the Developer may make use of such property, and that the assistance provided to
the Developer under this Agreement neither implies any responsibility by the Authority or the City
for any contamination of the Development Property nor imposes any obligation on such parties to
participate in any cleanup of the Development Property.
(b) Without limiting its obligations under Section 8.3 of this Agreement, the Developer
further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their
governing body members, officers, and employees, from any claims or actions arising out of the
presence, if any, of hazardous wastes or pollutants existing on or in the Development Property,
unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions
or omissions of the indemnitees. Nothing in this section will be construed to limit or affect any
limitations on liability of the City or Authority under State or federal law, including without
limitation Minnesota Statutes Sections 466.04 and 604.02.
Section 3.3. Reimbursement of Certain Developer Costs. The Developer shall undertake all
necessary Site Improvements needed to construct the Minimum Improvements (such activities are
collectively referred to as the "Public Development Costs "). In order to make the development of
the Minimum Improvements economically feasible, the Authority shall reimburse the Developer for
Public Development Costs in the maximum amount of $1,000,000. The Authority, in consultation
with its public finance advisors, will determine what Public Development Costs are eligible to be
reimbursed with Tax Increment pursuant to the Act.
Section 3.4. Issuance of TIF Note.
(a) Terms. In order to reimburse the Developer for a portion of the Public Development
Costs related to constructing the Minimum Improvements on the Development Property, the
Authority shall issue and Developer shall purchase the Note in the maximum principal amount of
$1,000,000. The Authority and the Developer agree that the Note shall be issued in consideration of
the Developer paying the Public Development Costs. Before delivery of the Note, the Developer
shall have:
401606v4 JAE SH235 -18 9
(i) delivered to the Authority written evidence in a form satisfactory to the
Authority that the Developer has paid the cost of Public Development Costs in at least the
principal amount of the Note;
(ii) submitted the Construction Plans to the Authority and obtained approval for
the Construction Plans from the Authority;
(iii) submitted evidence that the Developer has obtained financing in accordance
with Section 7.1; and
(iv) delivered to the Authority an investment letter in a form set forth in Schedule
F attached hereto.
The terms of the Note will be substantially those set forth in the form of the Note shown in
Schedule B.
(b) Termination of Right to Note. Notwithstanding anything to the contrary in this
Agreement, if the conditions for delivery of the Note are not met by March 1, 2015, the Authority
may terminate the Note and this Agreement by thirty days written notice to the Developer.
Thereafter, unless the conditions have been met within said thirty day period, neither party shall
have any obligations or liability to the other hereunder, except that any obligations of the Developer
under Sections 3.5 and 8.3 survive such termination.
(c) Qualifications. The Developer understands and acknowledges that the Authority
and the City make no representations or warranties regarding the amount of Available Tax
Increment, or that revenues pledged to the Note will be sufficient to pay the principal and interest on
the Note. Any estimates of Tax Increment prepared by the Authority, the City or their financial
advisors in connection with the TIF District or this Agreement are for the benefit of the Authority
and the City, and are not intended as representations on which the Developer may rely. If the Public
Development Costs exceed the principal amount of the Note, such excess is the sole responsibility
of Developer.
(d) The Authority acknowledges that the Developer may assign the Note to any lender
that provides part of the financing for the acquisition of the Development Property or the
construction of the Minimum Improvements. The Authority consents to such assignment,
conditioned upon receipt of an investment letter from such lender in substantially the form set forth
in Schedule F attached hereto.
Section 3.5. Payment of Authority and City Costs. The Developer agrees that it will pay,
within 30 days after written notice from the Authority, the reasonable costs of consultants and
attorneys retained by the Authority or the City in connection with the creation of the TIF District
and the negotiation in preparation of this Agreement and other incidental agreements and
documents related to the development contemplated hereunder. Any amount deposited by the
Developer, upon application for assistance from the City or Authority, will be credited to the
Developer's obligation under this Section. Upon termination of this Agreement in accordance with
401606v4 JAE SH235 -18 10
its terms, the Developer remains obligated under this Section for costs incurred through the effective
date of termination.
Section 3.6. Records. The Authority and its representatives shall have the right at all
reasonable times after reasonable notice to inspect, examine and copy all books and records of
Developer relating to the Minimum Improvements and the costs for which the Developer has been
reimbursed with Tax Increment.
Section 3.7. Purpose of Assistance. The parties agree and understand that the purpose of
the Authority's financial assistance to the Developer is to facilitate development of affordable
residential senior rental housing for persons of low and moderate income, and is not a "business
subsidy" within the meaning of Minnesota Statutes, Sections 116J.993 to 116J.995.
(The remainder of this page is intentionally left blank.)
401606v4 JAE SH235 -18 11
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements. The Developer agrees that it will construct the
Minimum Improvements on the Development Property substantially in accordance with the
approved Construction Plans and at all times prior to the Maturity Date, will cause the Minimum
Improvements to be operated and maintained, preserved and kept with the appurtenances and every
part and parcel thereof, in good repair and condition.
Section 4.2. Construction Plans.
(a) Before commencing construction of the Minimum Improvements, the Developer
shall submit to the Authority Construction Plans for the Minimum Improvements. The
Construction Plans shall provide for the construction of the Minimum Improvements and shall be in
substantial conformity with the Redevelopment Plan, this Agreement, and all applicable State and
local laws and regulations. The Authority Representative will approve the Construction Plans in
writing if: (i) the Construction Plans conform to all terms and conditions of this Agreement; (ii) the
Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the
Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and
regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum
Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds
available to the Developer from all sources (including Developer's equity) for construction of the
Minimum Improvements; and (vi) no Event of Default has occurred. Approval may be based upon
a review by the City's Building Official of the Construction Plans. No approval by the Authority
Representative shall relieve the Developer of the obligation to comply with the terms of this
Agreement or of the Redevelopment Plan, applicable federal, state and local laws, ordinances, rules
and regulations, or to construct the Minimum Improvements in accordance therewith. No approval
by the Authority Representative shall constitute a waiver of an Event of Default. If approval of the
Construction Plans is requested by the Developer in writing at the time of submission, such
Construction Plans shall be deemed approved unless rejected in writing by the Authority
Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefore,
and shall be made within 10 days after the date of their receipt by the Authority. If the Authority
Representative rejects any Construction Plans in whole or in part, the Developer shall submit new or
corrected Construction Plans within 10 days after written notification to the Developer of the
rejection. The provisions of this Section relating to approval, rejection and resubmission of
corrected Construction Plans shall continue to apply until the Construction Plans have been
approved by the Authority. The Authority Representative's approval shall not be unreasonably
withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the
Construction Plans (and the Minimum Improvements constructed in accordance with said plans)
comply to the Authority's satisfaction with the provisions of this Agreement relating thereto.
(b) If the Developer desires to make any Material Change in the Construction Plans or
any component thereof after their approval by the Authority, the Developer shall submit the
401606v4 JAE SH235 -18 12
proposed change to the Authority for its approval. If the Construction Plans, as modified by the
proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to
such previously approved Construction Plans, the Authority shall approve the proposed change and
notify the Developer in writing of its approval. Such change in the Construction Plans shall, in any
event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice
by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall
be made within ten (10) days after receipt of the notice of such change. The Authority's approval of
any such change in the Construction Plans will not be unreasonably withheld.
(c) The requirements of this Section 4.2 do not have any effect on the City's general
planning process and the timelines for submitting various planning and land use applications.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays, the Developer shall commence construction of the Minimum Improvements by
March 1, 2013. Subject to Unavoidable Delays, the Developer shall complete the construction of
the Minimum Improvements by December 31, 2013, or if the Minimum Improvements are
substantially complete by December 31, 2013 (all work has been completed except for inside
finishings), then such later date mutually agreed to by the parties to this agreement. All work with
respect to the Minimum Improvements to be constructed or provided by the Developer on the
Development Property shall be in substantial conformity with the Construction Plans as submitted
by the Developer and approved by the Authority.
The Developer agrees for itself, its successors, and assigns, and every successor in interest to
the Development Property, or any part thereof, that the Developer, and such successors and assigns,
shall promptly begin and diligently prosecute to completion the development of the Development
Property through the construction of the Minimum Improvements thereon, and that such
construction shall in any event be commenced and completed within the period specified in this
Section 4.3 of this Agreement. After the date of this Agreement and until construction of the
Minimum Improvements has been completed, the Developer shall make reports, in such detail and
at such times as may reasonably be requested by the Authority, as to the actual progress of the
Developer with respect to such construction.
Section 4.4. Certificate of Completion.
(a) Promptly after completion of the Minimum Improvements in accordance with those
provisions of the Agreement relating solely to the obligations of the Developer to construct the
Minimum Improvements (including the dates for beginning and completion thereof), the Authority
Representative will furnish the Developer with a Certificate of Completion shown as Schedule C.
(b) If the Authority Representative shall refuse or fail to provide any certification in
accordance with the provisions of this Section 4.4 of this Agreement, the Authority Representative
shall, within thirty (30) days after written request by the Developer, provide the Developer with a
written statement, indicating in adequate detail in what respects the Developer has failed to
complete the Minimum Improvements in accordance with the provisions of the Agreement, or is
otherwise in default, and what measures or acts will be necessary, in the opinion of the Authority,
for the Developer to take or perform in order to obtain such certification.
401606v4 JAE SH235 -18 13
(c) Regardless of whether a Certificate of Completion is issued by the Authority, the
construction of the Minimum Improvements shall be deemed to be complete upon issuance of a
certificate of occupancy by the City.
Section 4.5. Affordability Covenants; Qualification of TIF District. The Authority, the City
and the Developer understand and agree that the TIF District constitutes a "housing district" under
Section 469.174, subdivision 11, and Section 469.1761 of the TIF Act. In that regard, Developer
agrees that the Minimum Improvements are subject to the following affordability covenants:
(a) At all times from initial occupancy of the Minimum Improvements through the
Maturity Date, the Minimum Improvements must comply with Section 469.1761, Subdivision 3 of
the TIF Act, which requires that the Minimum Improvements satisfy the income requirements for a
qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. Those
income requirements are either (i) 20% or more of the residential units are occupied by individuals
whose income is 50% or less of the area's median gross income, or (ii) 40% or more of the
residential units are occupied by individuals whose income is 60% or less of the area's median gross
income.
(b) In consideration of the financial assistance provided by this Agreement (from tax
increment), the Developer represents and covenants that from the date the Minimum Improvements
are completed through the Maturity Date at least 20% of the units in the Minimum Improvements
shall be available for occupancy by individuals or families whose income is 50% or less of the
area's median gross income.
(c) If the Authority or the City receives notice from the State Department of Revenue,
the State Auditor, any Tax Official or any court of competent jurisdiction that the TIF District does
not qualify as a "housing district," such event shall be deemed an Event of Default under this
Agreement; provided, however, that the Authority and the City may not exercise any remedy under
this Agreement so long as such determination is being contested and has not been finally
adjudicated. In addition to any remedies available to the Authority and the City under Article IX
hereof, the Developer shall indemnify, defend and hold harmless the Authority and the City for any
damages or costs resulting therefrom.
Section 4.6. Affordable Housing Reporting. At least annually, no later than April 1 of each
year commencing April 1, 2013, the Developer shall provide a report to the Authority evidencing
that the Developer complied with the affordability covenants set forth in Section 4.5 hereof during
the previous calendar year. If the Minimum Improvements are not complete on the date such report
is due, the Developer shall provide the Authority with a progress report regarding the construction
of the Minimum Improvements and the expected completion date. The affordability reporting shall
be on the Certificate of Compliance attached hereto as Schedule G. The Developer shall send
affordable housing reports to the Authority from the date of this Agreement until the Maturity Date.
401606v4 JAE SH235 -18 14
ARTICLE V
Insurance
Section 5.1. Insurance.
(a) The Developer will provide and maintain at all times during the process of
constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from
time to time during that period, at the request of the Authority or the City, furnish the Authority or
the City with proof of payment of premiums on policies covering the following:
(i) builder's risk insurance, written on the so- called "Builder's Risk —
Completed Value Basis," in an amount equal to one hundred percent (100 %) of the
insurable value of the Minimum Improvements at the date of completion, and with coverage
available in nonreporting form on the so- called "all risk" form of policy. The interest of the
Authority and the City shall be protected in accordance with a clause in form and content
satisfactory to the Authority and the City;
(ii) comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability
insurance) together with an Owner's Protective Liability Policy with limits against bodily
injury and property damage of not less than $1,000,000 for each occurrence (to accomplish
the above - required limits, an umbrella excess liability policy may be used). The Authority
and the City shall be listed as additional insureds on the policy; and
(iii) workers' compensation insurance, with statutory coverage; provided that the
Developer may be self - insured with respect to all or any part of its liability for workers'
compensation.
(b) Upon completion of construction of the Minimum Improvements and prior to the
Maturity Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and
from time to time at the request of the Authority or the City shall furnish proof of the payment of
premiums on, insurance as follows:
(i) insurance against loss and/or damage to the Minimum Improvements under a
policy or policies covering such risks as are ordinarily insured against by similar businesses;
(ii) comprehensive general public liability insurance, including personal injury
liability (with employee exclusion deleted), against liability for injuries to persons and/or
property, in the minimum amount for each occurrence and for each year of $1,000,000, and
shall be endorsed to show the Authority and City as additional insureds; and
(iii) such other insurance, including workers' compensation insurance respecting
all employees of the Developer, in such amount as is customarily carried by like
organizations engaged in like activities of comparable size and liability exposure; provided
401606v4 JAE SH235 -18 15
that the Developer may be self - insured with respect to all or any part of its liability for
workers' compensation.
(c) All insurance required in this Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Developer that are authorized under
the laws of the State to assume the risks covered thereby. Upon request, the Developer will deposit
annually with the Authority a certificate or certificates or binders of the respective insurers stating
that such insurance is in force and effect. Unless otherwise provided in this Article V of this
Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in
such a way as to reduce the coverage provided below the amounts required herein without giving
written notice to the Developer, the City, and the Authority at least thirty (30) days before the
cancellation or modification becomes effective. In lieu of separate policies, the Developer may
maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage
required herein, in which event the Developer shall deposit with the Authority a certificate or
certificates of the respective insurers as to the amount of coverage in force upon the Minimum
Improvements.
(d) The Developer agrees to notify the Authority and the City immediately in the case of
damage exceeding $1,000,000 in amount to, or destruction of, the Minimum Improvements or any
portion thereof resulting from fire or other casualty. In such event the Developer will promptly
cause the repair, reconstruction and restoration of the Minimum Improvements to substantially the
same or an improved condition or value as it existed prior to the event causing such damage and, to
the extent necessary to accomplish such repair, reconstruction and restoration, the Developer will
apply the net proceeds of any insurance relating to such damage received by the Developer to the
payment or reimbursement of the costs thereof.
The Developer shall cause to be completed the repair, reconstruction and restoration of the
Minimum Improvements, regardless of whether the net proceeds of insurance received by the
Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after
completion of such repairs, construction and restoration shall be the property of the Developer or its
assignee
(e) The Developer, the City, and the Authority agree that all of the insurance provisions
set forth in this Article V shall terminate upon the termination of this Agreement.
Section 5.2. Subordination. Notwithstanding anything to the contrary contained herein, the
rights of the Authority and the City with respect to the receipt and application of any proceeds of
insurance shall, in all respects, be subject and subordinate to the rights of any Holder under a
Mortgage allowed pursuant to Article VII of this Agreement.
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401606v4 JAE SH235 -18 16
ARTICLE VI
Tax Increment; Taxes
Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the development through the
issuance of the Note. The Developer understands that the Tax Increments pledged to payment on
the Note are derived from real estate taxes on the Development Property, which taxes must be
promptly and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in
addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by
reason of this Agreement to pay before delinquency all real estate taxes assessed against the
Development Property and the Minimum Improvements. The Developer acknowledges that this
obligation creates a contractual right on behalf of the Authority to sue the Developer or its
successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and
to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall
also be entitled to recover its costs, expenses and reasonable attorney fees. Nothing in this
Agreement in any way limits or prevents the Developer from contesting the assessor's proposed
market values for the Development Property or the Minimum Improvements, but the Developer
recognizes that such action may affect the amount of Available Tax Increment.
Section 6.2. Reduction of Taxes.
The Developer may seek through petition or other means to have the Assessors Estimated
Market Value for the Development Property reduced. Until the Note is fully paid, such activity
must be preceded by written notice from the Developer to the Authority indicating its intention to
do so.
Upon receiving such notice, or otherwise learning of the Developer's intentions, the
Authority may suspend payments due under the Note until the actual amount of the reduction is
determined, whereupon the Authority will make the suspended payments less any amount that the
Authority is required to repay the County as a result any reduction in market value of the
Development Property.
During the period that the payments are subject to suspension, the Authority may make
partial payments on the Note if it determines, in its sole and absolute discretion that the amount
retained will be sufficient to cover any repayment which the County may require.
The Authority's suspension of payments on the Note pursuant to this Section shall not be
considered a default under Section 9.1 hereof.
Section 6.3. Qualifications. Notwithstanding anything herein to the contrary, the parties
acknowledge and agree that upon Transfer of the Development Property to another person or entity,
the Developer will remain obligated under Sections 6.1 and 6.2 hereof, unless the Developer is
401606v4 JAE SH235 -18 17
released from such obligations in accordance with the terms and conditions of Section 8.2(b) or 8.3
hereof.
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401606v4 JAE SH235 -18 18
ARTICLE VII
Other Financing
Section 7.1. Generally. Before issuance of the Note, the Developer shall submit to the
Authority or provide access thereto for review by Authority staff, consultants, and agents, evidence
reasonably satisfactory to the Authority that Developer has available funds, or commitments to
obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources
sufficient for paying the cost of the developing the Minimum Improvements, provided that any
lender or grantor commitments shall be subject only to such conditions as are normal and customary
in the commercial lending industry.
Section 7.2. Authority's Option to Cure Default on Mortgage. In the event that any portion
of the Developer's funds is provided through mortgage financing, and there occurs a default under
any Mortgage authorized pursuant to Article VII of this Agreement, the Developer shall make
commercially reasonable efforts to cause the Authority to receive copies of any notice of default
received by the Developer from the holder of such Mortgage. Thereafter, the Authority shall have
the right, but not the obligation, to cure any such default on behalf of the Developer within such
cure periods as are available to the Developer under the Mortgage documents.
Section 7.3. Modification; Subordination. If Developer requires mortgage financing for the
development of the Minimum Improvements, the Authority agrees to subordinate its rights under
this Agreement to the Holder of any Mortgage securing construction or permanent financing and the
City agrees to consent to such subordination, in accordance with the terms of a subordination
agreement substantially in the form attached as Schedule D, or such other form as the Authority
approves.
Section 7.4. Termination. All the provisions of this Article VII shall terminate with respect
to the Minimum Improvements, upon delivery of the Certificate of Completion for the Minimum
Improvements. The Developer or any successor in interest to the Minimum Improvements or
portion thereof, may sell, assign, transfer or engage in financing or any other transaction creating a
mortgage or encumbrance or lien on the Minimum Improvements or any portion thereof for which a
Certificate of Completion has been obtained, without obtaining prior written approval of the
Authority and the City, provided that such sale, financing or other transaction creating a mortgage
or encumbrance shall not be deemed as resulting in any subordination of the Authority's and City's
rights under this Agreement unless the Authority and the City expressly consents to such a
subordination.
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401606v4 JAE SH235 -18 1
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development. The Developer represents and agrees that
its purchase of the Development Property, and its other undertakings pursuant to the Agreement,
are, and will be used, for the purpose of development of the Development Property and not for
speculation in land holding.
Section 8.2. Prohibition Against Developer's Transfer of Property and Assignment of
Agreement. The Developer represents and agrees that prior to issuance of a Certificate of
Completion for the Minimum Improvements:
(a) Except only by way of security for, and only for, the purpose of obtaining financing
necessary to enable the Developer or any successor in interest to the Development Property, or any
part thereof, to perform its obligations with respect to undertaking the development contemplated
under this Agreement, and any other purpose authorized by this Agreement, the Developer has not
made or created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or
with respect to this Agreement or the Development Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same, to any person or entity whether or not
related in any way to the Developer (collectively, a "Transfer "), without the prior written approval
of the Authority and the City (whose approval will not be unreasonably withheld, subject to the
standards described in paragraph (b) of this Section) unless the Developer remains liable and bound
by this Agreement in which event the Authority's approval and the City's approval are not required.
Any such Transfer shall be subject to the provisions of this Agreement. For the purposes of this
Agreement, the term Transfer does not include acquisition of a controlling interest in Developer by
another entity or merger of Developer with another entity.
(b) In the event the Developer, upon Transfer of the Development Property or any
portion thereof, seeks to be released from its obligations under this Agreement as to the portion of
the Development Property that is transferred or assigned, the Authority and the City shall be entitled
to require, except as otherwise provided in the Agreement, as conditions to any such release that:
(i) Any proposed transferee shall have the qualifications and financial
responsibility, in the reasonable judgment of the Authority and the City, necessary and
adequate to fulfill the obligations undertaken in this Agreement by the Developer as to the
portion of the Development Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the
Authority and the City shall, for itself and its successors and assigns, and expressly for the
benefit of the Authority and the City, have expressly assumed all of the obligations of the
Developer under this Agreement as to the portion of the Development Property and
Minimum Improvements to be transferred and agreed to be subject to all the conditions and
restrictions to which the Developer is subject as to such portion; provided, however, that the
401606v4 JAE SH235 -18 20
fact that any transferee of, or any other successor in interest whatsoever to, the Development
Property and Minimum Improvements, or any part thereof, shall not, for whatever reason,
have assumed such obligations or so agreed, and shall not (unless and only to the extent
otherwise specifically provided in this Agreement or agreed to in writing by the Authority
and the City) deprive the Authority or the City of any rights or remedies or controls with
respect to the Development Property, the Minimum Improvements or any part thereof or the
construction of the Minimum Improvements; it being the intent of the parties as expressed in
this Agreement that (to the fullest extent permitted at law and in equity and excepting only
in the manner and to the extent specifically provided otherwise in this Agreement) no
transfer of, or change with respect to, ownership in the Development Property, the
Minimum Improvements or any part thereof, or any interest therein, however consummated
or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to
deprive or limit the Authority or the City of or with respect to any rights or remedies on
controls provided in or resulting from this Agreement with respect to the Development
Property and Minimum Improvements that the Authority or the City would have had, had
there been no such transfer or change. In the absence of specific written agreement by the
Authority and the City to the contrary, no such transfer or approval by the Authority and the
City thereof shall be deemed to relieve the Developer, or any other party bound in any way
by this Agreement or otherwise with respect to the Development Property and Minimum
Improvements, from any of its obligations with respect thereto.
(iii) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Development Property governed by this
Article VIII, shall be in a form reasonably satisfactory to the Authority and the City.
In the event the foregoing conditions are satisfied then the Developer shall be released from its
obligation under this Agreement, as to the portion of the Development Property that is transferred,
assigned, or otherwise conveyed. The restrictions under this Section terminate upon issuance of the
Certificate of Completion.
Section 8.3. Release and Indemnification Covenants.
(a) The Developer releases from and covenants and agrees that the Authority, the City,
and the governing body members, officers, agents, servants, and employees thereof (the
"Indemnified Parties ") shall not be liable for and agrees to indemnify and hold harmless the
Indemnified Parties against any loss or damage to property or any injury to or death of any person
occurring at or about or resulting from any defect in the Development Property or the Minimum
Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties
of their obligations under this Agreement, the Developer agrees to protect and defend the
Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any
claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever
arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the
401606v4 JAE SH235 -18 21
acquisition, construction, installation, ownership, maintenance, and operation of the Development
Property.
(c) The Indemnified Parties shall not be liable for any damage or injury to the persons or
property of the Developer or its officers, agents, servants, or employees or any other person who
may be about the Development Property or Minimum Improvements.
(d) All covenants, stipulations, promises, agreements, and obligations of the Authority
and the City contained herein shall be deemed to be the covenants, stipulations, promises,
agreements, and obligations of such entity and not of any governing body member, officer, agent,
servant, or employee of such entities in the individual capacity thereof.
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•
401606v4 JAE SH235 -18 22
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined. The following shall be "Events of Default" under
this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement,
any one or more of the following events:
(a) Failure by the Developer, the City, or Authority to observe or perform any covenant,
condition, obligation, or agreement on its part to be observed or performed under this Agreement.
(b) A receiver, trustee or liquidator of the Developer, or of the Development Property is
appointed in any proceeding brought against the Developer or involving the Development Property,
and is not discharged within ninety days after such appointment, of if the Developer consents or
acquiesces to such appointment;
(c) If the Developer shall:
(i) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United States
Bankruptcy Act or under any similar federal or State law; or
(ii) make an assignment for benefit of its creditors; or
(iii) admit in writing its inability to pay its debts generally as they become due; or
(iv) be adjudicated a bankrupt or insolvent.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section
9.1 of this Agreement occurs, the non - defaulting party may exercise its rights under this Section 9.2
after providing thirty days written notice to the defaulting party of the Event of Default, but only if
the Event of Default has not been cured within said thirty days or, if the Event of Default is by its
nature incurable within thirty days, the defaulting party does not provide assurances reasonably
satisfactory to the non - defaulting party that the Event of Default will be cured and will be cured as
soon as reasonably possible:
(a) Suspend its performance under the Agreement until it receives reasonably
satisfactory assurances that the defaulting party will cure its default and continue its performance
under the Agreement.
(b) Upon a default by the Developer, the Authority may suspend payments under the
Note or terminate the Note and the TIF District, subject to the provisions of Section 9.3 hereof.
(c) Take whatever action, including legal, equitable, or administrative action, which
may appear necessary or desirable to collect any payments due under this Agreement, or to enforce
401606v4 JAE SH235 -18 23
performance and observance of any obligation, agreement, or covenant of the Developer or the
Authority under this Agreement.
Section 9.3. Termination or Suspension of Note. After the Authority has issued its
Certificate of Completion for the Minimum Improvements, the Authority and the City may exercise
its rights under Section 9.2(c) only for the following Events of Default:
(a) the Developer fails to pay real estate taxes or assessments on the Development
Property or any part thereof when due, and such taxes or assessments shall not have been paid, or
provision satisfactory to the Authority made for such payment, within thirty (30) days after written
demand by the Authority to do so; or
(b) the Developer fails to comply with Developer's obligation to cause such
improvements to be maintained, preserved and kept with the appurtenances and every part and
parcel thereof, in good repair and condition, pursuant to Sections 4.1 and 5.1(d); provided that, upon
Developer's failure to comply with Developer's obligations under Sections 4.1 or 5.1(d), if uncured
after thirty days' written notice to the Developer of such failure, the Authority may only suspend
payments under the Note until such time as Developer complies with said obligations. If the
Developer fails to comply with said obligations for a period of eighteen months, the Authority may
terminate the Note and the TIF District; or
(c) the Developer fails to comply with the income restrictions or to deliver annual rent
and income reports as provided in Sections 4.5 and 4.6; provided that, upon the Developer's failure
to provide annual reports, if uncured after thirty days' written notice to the Developer of such
failure, the Authority may only suspend payments under the Note until such time as the Developer
delivers said reports. If the Developer fails to deliver rent and income reports for a period of six
months following the date such reports are due after written notice to the Developer of such failure,
the Authority may terminate the Note and the TIF District.
Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to any
party is intended to be exclusive of any other available remedy or remedies, but each and every such
remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the Authority and the City to
exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as
may be required in this Article IX.
Section 9.5. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
party, such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 9.6. Attorney Fees. Whenever any Event of Default occurs and if the City and Authority or
Developer shall employ attorneys or incur other expenses for the collection of payments due or to become
due or for the enforcement of performance or observance of any obligation or agreement on the part of the
401606v4 JAE SH235 -18 24
Developer or the City and Authority under this Agreement, the non - prevailing party or parties in any such
action agrees that it shall, within 10 days of written demand by the prevailing party or parties, pay to the
prevailing party or parties the reasonable fees of such attorneys and such other reasonable expenses so
incurred.
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401606v4 JAE SH235 -18 25
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority,
the City, and the Developer, to the best of their respective knowledge, represent and agree that no
member, official, or employee of the City or Authority shall have any personal interest, direct or
indirect, in the Agreement, nor shall any such member, official, or employee participate in any
decision relating to the Agreement that affects his personal interests or the interests of any
corporation, partnership, or association in which he, directly or indirectly, is interested. No
member, official, or employee of the City or Authority shall be personally liable to the Developer,
or any successor in interest, in the event of any default or breach by the City or Authority for any
amount that may become due to the Developer or successor or on any obligations under the terms of
the Agreement.
Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors
and assigns, agrees that during the construction of the Minimum Improvements provided for in the
Agreement it will comply with all applicable federal, state and local equal employment and non-
discrimination laws and regulations.
Section 10.3. Restrictions on Use. The Developer agrees that, prior to the Maturity Date,
the Developer, and such successors and assigns, shall use the Development Property solely for the
development of residential rental housing in accordance with the terms of this Agreement, and shall
not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or
rental or in the use or occupancy of the Development Property or any improvements erected or to be
erected thereon, or any part thereof.
Section 10.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
Section 10.5. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under the Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, to the following addresses (or to
such other addresses as either party may notify the other):
To Developer: All Saints Senior Living of Shakopee, LLC
c/o Trident Development, LLC
3601 Eighteenth Street South
St. Cloud, MN 56301
Attn: Roger Fink
401606v4 JAE SH235 -18 26
To City: City of Shakopee
129 Holmes Street South
Shakopee, Minnesota 55379
Attn: City Administrator
To Authority: Shakopee EDA
129 Holmes Street South
Shakopee, Minnesota 55379
Attn: Executive Director
Section 10.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.7. Recording. The Authority may record this Agreement and any amendments
thereto with the Scott County recorder. The Developer shall pay all costs for recording.
Section 10.8 Amendment. This Agreement may be amended only by written agreement
approved by the City, the Authority, and the Developer.
Section 10.9. Authority and City Approvals. Unless otherwise specified, any approval
required by the Authority under this Agreement may be given by the Authority Representative and
any approval required by the City under this Agreement may be given by the City Representative,
except that final approval of issuance of the Note shall be made by the Authority's Board of
Commissioners.
(The remainder of this page is intentionally left blank.)
401606v4 JAE SH235 -18 27
IN WITNESS WHEREOF, the City, Authority and Developer have caused this Contract for
Private Development to be duly executed by their duly authorized representatives as of the date first
above written.
CITY OF SHAKOPEE, MINNESOTA
By:
Its: Mayor
By:
Its: City Administrator
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2012,
by Brad Tabke, the Mayor of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2012,
by Mark McNeill, the City Administrator of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
401606v4 JAE SH235 -18 S -1
Execution page of the Authority to the Contract for Private Development, dated as of the date and
year first written above.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE, MINNESOTA
By:
Its: President
By:
Its: Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2012,
by , the President of the Economic Development Authority for the City
of Shakopee, Minnesota, on behalf of the Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2012,
by , the Executive Director of the Economic Development Authority
for the City of Shakopee, Minnesota, on behalf of the Authority.
Notary Public
401606v4 JAE SH235 -18 S-2
Execution page of the Developer to the Contract for Private Development, dated as of the date and
year first written above.
ALL SAINTS SENIOR LIVING OF
SHAKOPEE, LLC
By:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
2012, by , the of All Saints Senior Living of
Shakopee, LLC, a Minnesota limited liability company, on behalf of the company.
Notary Public
401606v4 JAE SH235 -18 S-3
SCHEDULE A
DEVELOPMENT PROPERTY
The East 433.00 feet of the South 360.00 feet of the East Half of the South Half of the Southwest
Quarter of the Northeast Quarter of Section 17, Township 115, Range 22, Scott County, Minnesota.
401606v4 JAE SH235 -18 A -1
•
RESOLUTION No. 7201
A RESOLUTION AMENDING THE PERSONNEL HANDBOOK
FOR EMPLOYEES OF THE CITY OF SHAKOPEE
WHEREAS, Resolution No. 6604, a resolution adopting a Personnel Handbook for
Employees of the City of Shakopee, was adopted on May 1, 2007.
WHEREAS, from time to time there is a need to modify such policies to best suit the
needs of the City and its employees.
NOW, THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SHAKOPEE, MINNESOTA, that Chapter III, Section D of the Personnel Handbook for
Employees of the City of Shakopee shall be amended to read as follows:
D. Pre - employment Medical Exams. After a written conditional offer of employment is
made to either a non - promotional or promotional candidate, the City may require the
candidate to take and pass a pre - employment physical exam, including a drug/alcohol
test. The physician will render an opinion regarding the candidate's ability to perform
the essential functions of the position, with or without reasonable accommodation.
Successful completion of other pre - employment screenings, such as psychological
testing, may be required depending on the nature of the position. Examples of individuals
required to undergo pre - employment (or pre - promotional) psychological testing include
those applying for positions with the Police and Fire Departments, as well as those being
considered for upper level supervisory or management roles, such as Department Heads.
Candidates for a position as a licensed police officer shall also be required to successfully
complete a functional capacity evaluation, physically demonstrating their ability to
perform the essential functions of the position.
BE IT FURTHER RESOLVED, that Chapter VII, Section C of the Personnel Handbook for
Employees of the City of Shakopee shall be amended to read as follows:
C. Designated Holidays. City offices shall be closed for business on each holiday listed
below, but employees may be required by their supervisor to work on holidays when the
nature of their duties or other conditions require.
When a holiday falls on a Saturday, the preceding Friday is a holiday. When a holiday
falls on a Sunday, the following Monday is a holiday. In calendar years during which
December 24 and/or December 25 fall on a weekend, the Christmas Eve holiday shall be
converted to a second floating holiday to be taken on a day of the employee's choice as
approved by their supervisor. - - . - - .. .. . : - .. - .
- - . - - . _ - - - . -. • . • - • . .. - - . If a holiday occurs
during an employee's scheduled vacation, it shall not be counted as part of said vacation.
The following days are designated holidays:
Holiday Celebrated Date
New Year's Day January 1
Martin Luther King's Birthday Third Monday in January
President's Day Third Monday in February
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Veterans Day November 11
Thanksgiving Day Fourth Thursday in November
Friday after Thanksgiving the Friday after the 4 Thurs. in Nov.
Christmas Eve December 24 % day (4 hrs. ) Dcc. 21
Christmas Day December 25
Adopted in regular session of the City Council of the City of Shakopee, Minnesota, held
this 5 day of June, 2010.
Mayor of the City of Shakopee
ATTEST:
City Clerk
(2)NovaCare
WORKSTRATEGIES
CITY OF SHAKOPEE POLICE DEPARTMENT
PRE -WORK AND FITNESS FOR DUTY EVALUATION
NAME: DATE:
** Testee will don bullet proof vest and 10# duty belt for entire test unless stated otherwise. Testee will also wear a heart
rate monitor for the entire test and will maintain a heart rate of (220 -age) x .85% = for all of testing.
Essential Functions Test Requirements Scoring Criteria Heart Met Not
Rate Met
Positional Work Complete vehicle Search a vehicle/ Able to bend fully to
searches to obtain hidden evidence confined space for 2 view under seats with
within any area of the vehicle. Task hidden objects smooth, coordinated
may require bending, crouching, (alcohol bottle and bag movement.
kneeling, reaching both away from of white powder).
and above shoulders, grasping, etc.
Lifting/Carrying Lift gear bag Lift 28# duffle bag Proper lifting
(average weight of 28 #) and kit (7 #) and 7# handled box techniques completed.
from storage area in garage and carry from waist height
for 100 ft. to front seat of squad. shelf and carry 100 ft.
to front seat of vehicle.
Return both objects to
shelf.
Lifting/Carrying handling stolen or Lift item from ground Proper lifting
recovered property (bicycles, and carry for 25 ft. to techniques completed.
televisions, AV equipment, etc.) from place in vehicle trunk.
crime scene to evidence lockers at the Remove from trunk
police department and carry 25 ft. Items
include:
• 20# bicycle
lifted
vertically to
front wheel
at 60" height
• 50# TV
placed on 36"
counter
Stand off/Chase officers may need to Sprint for a 15 yard Able to maintain a
sprint for short distances (15 yards) distance then assume sprint /fast run for 2,
combined with exerting force (using a a crouch position 15 yard segments
baton, Taser, etc.) when making behind "object" for 10 without deviations or
arrests. seconds. Sprint for stopping. Able to
another 15 yard deliver forceful blows
distance and hit an for 5 repetitions. Able
object at 36" for 5 to assume full crouch
blows. or low level position.
Carrying/Climbing may need to Remove 46 #, 3 ft. Smooth, coordinated
remove door breaching tool (46 #) cylinder object from climbing motions
from trunk of squad and carry over vehicle trunk and without stopping to
various terrain and up /down stairs to carry 100 ft. and rest at an even pace.
force entry. up /down 1 flight of
15 stairs. _
Drag/Pulling victims are moved over Drag a 175# Able to complete drag
various terrain by dragging or pulling mannequin for 25 ft. of 175# mannequin in
to safety for distances up to 25 ft. while in a standing or the required manner
bending position. without stopping for a
total of 25 ft.
NovaGare
WORKSlIATEGI ::
CITY OF SHAKOPEE POLICE DEPARTMENT
PRE -WORK AND FITNESS FOR DUTY EVALUATION
NAME: DATE:
Essential Functions Test Requirements Scoring Criteria Heart Met Not
Rate Met
Emergency response officers may With assistance, lift Proper lifting
assist with medical calls transporting 175 lbs. mannequin on techniques and
victims on backboard & gurney, backboard, lift/carry communication with
up /down stairs and on level terrain. 197 lbs. up /down partner when lifting.
flight of stairs, carry
mannequin &
backboard for 10 ft. to
gurney and prepare for
transporting.
Foot Chases officers may pursue On grassy terrain run Able to negotiate
suspects on foot over various terrain over a picnic table and distance and obstacles
and for various distances. Radio run 25 ft. then jump in a run without
communication must be maintained. over a 3 ft. high object. stopping for 2 blocks.
Run 2 blocks on Able to bring 175#
pavement and open mannequin to the
door. Bring 175# ground and apply
mannequin from chair cuffs without error and
down to ground and speak clearly following
apply handcuffs. task.
Speak clearly into
radio to report event
sequence.
Emergency response officers may Remove 26.5# medic Able to compress
arrive on the emergency scene first bag from vehicle trunk mannequin chest to
with medic bag (26.5 #) and will and carry 100 ft. At appropriate depth and
administer CPR for up to 3 minutes ground level complete speed (100 BPM on
independently before help arrives. 1 person CPR on metronome) while
mannequin for 3 kneeling for 3 minutes.
minutes.
Comments/Recommendations:
SCHEDULE B
AUTHORIZING RESOLUTION
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE
RESOLUTION NO.
RESOLUTION APPROVING CONTRACT FOR PRIVATE
DEVELOPMENT WITH ALL SAINTS SENIOR LIVING OF
SHAKOPEE, LLC AND APPROVING THE ISSUANCE OF,
AND PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAX
INCREMENT REVENUE NOTE, SERIES 2012 IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$1,000,000
BE IT RESOLVED BY the Board of Commissioners (the "Board ") of the Economic
Development Authority for the City of Shakopee, Minnesota (the "Authority "), as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The Authority and the City of Shakopee (the "City ") have heretofore
approved the establishment of its Tax Increment Financing (Housing) District No. 15 (the "TIF
District ") within Housing and Redevelopment Project No. 2 ( "Redevelopment Project "), and has
adopted a tax increment financing plan for the purpose of financing certain improvements within the
Redevelopment Project.
Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and
sell its bonds for the purpose of financing a portion of the public development costs of the TIF
District. Such bonds are payable from all or any portion of revenues derived from the TIF District
and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the
best interests of the Authority that it issue and sell its Tax Increment Revenue Note, Series 2012 (the
"Note "), in the aggregate principal amount of $1,000,000, for the purpose of financing certain
public development costs of the TIF District.
1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The Authority hereby
approves the Contract for Private Development between the Authority, the City, and the Owner (the
"Agreement "), and authorizes the President and the Executive Director to execute such Agreement
in substantially the form on file with Authority, subject to modifications that do not alter the
substance of the transaction and are approved by such officials, provided that execution of the
Agreement by such officials is conclusive evidence of their approval. The Authority hereby
401606v4 JAE SH235 -18 B -1
delegates to the Executive Director the determination of the date on which the Note is to be
delivered, in accordance with Section 3.4 of the Agreement. The Note shall be sold to All Saints
Senior Living of Shakopee, LLC (the "Owner "). The Note shall be dated the date of delivery
thereof and shall bear interest at the rate of 5.00% per annum to the earlier of maturity or
prepayment. In exchange for the Authority's issuance of the Note to the Owner, the Owner shall
pay certain Site Improvement costs related to the Minimum Improvements (as defined in the
Agreement) pursuant to Section 3.3 of the Agreement. The Note will initially be delivered in the
principal amount of $1,000,000 for Public Developments Costs (as defined in the Agreement) in
accordance with the terms of Section 3.4 of the Agreement.
Section 2. Form of Note. The Note shall be in substantially the following form, with
the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the
date of issue:
UNITED STATE OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
ECONOMIC DEVELOPMENT AUTHORITY FOR THE
CITY OF SHAKOPEE
No. R - 1 $
TAX INCREMENT REVENUE NOTE
SERIES 2012
Date
Rate of Original Issue
5.00%
The Economic Development Authority for the City of Shakopee, Minnesota (the
"Authority "), for value received, certifies that it is indebted and hereby promises to pay to All Saints
Senior Living of Shakopee, LLC, or registered assigns (the "Owner "), the principal sum of
$ and to pay interest thereon at the rate of 5.00% per annum, as and to the extent set forth
herein.
1. Payments. Principal and interest ( "Payments ") shall be paid on August 1, 20 and
each February 1 and August 1 thereafter to and including February 1, 20 ( "Payment Dates "), in
the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to
accrued interest, and then to unpaid principal. Interest accruing from the date of issue through and
including February 1, 20 shall be compounded semiannually on February 1 and August 1 of each
year and added to principal.
Payments are payable by mail to the address of the Owner or such other address as the
Owner may designate upon 30 days written notice to the Authority. Payments on this Note are
401606v4 JAE SH235 -18 B -2
payable in any coin or currency of the United States of America which, on the Payment Date, is
legal tender for the payment of public and private debts.
2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal,
commencing on the date of original issue. Interest shall be computed on the basis of a year of 360
days and charged for actual days principal is unpaid.
3. Available Tax Increment. Payments on this Note are payable on each Payment Date
solely from and in the amount of "Available Tax Increment," which shall mean, on each Payment
Date, 90 percent of the Tax Increment attributable to the Development Property (defined in the
Agreement) and paid to the Authority by Scott County in the six months preceding the Payment
Date, all as such terms are defined in the Contract for Private Development between the Authority,
the City, and the Owner, as the developer, dated as of , 2012 (the "Agreement ").
Available Tax Increment shall not include any Tax Increment if, as of any Payment Date, there is an
uncured Event of Default under the Agreement.
The Authority shall have no obligation to pay principal of and interest on this Note on each
Payment Date from any source other than Available Tax Increment, and the failure of the Authority
to pay the entire amount of principal or interest on this Note on any Payment Date shall not
constitute a default hereunder as long as the Authority pays principal and interest hereon to the
extent of Available Tax Increment. The Authority shall have no obligation to pay the unpaid
balance of principal or accrued interest that may remain after the final Payment on February 1,
20
4. Default. If on any Payment Date there has occurred and is continuing any Event of
Default under the Agreement, the Authority may withhold from payments hereunder under all
Available Tax Increment. If the Event of Default is thereafter cured in accordance with the
Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid,
without interest thereon, on the next Payment Date after the Event of Default is cured. If the Event
of Default is not timely cured, the Authority may terminate this Note by written notice to the Owner
in accordance with the Agreement.
5. Optional Prepayment. The principal sum and all accrued interest payable under this
Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No
partial prepayment shall affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
6. Termination. At the Authority's option, this Note shall terminate and the
Authority's obligation to make any payments under this Note shall be discharged upon the
occurrence of an Event of Default on the part of the Developer as defined in Section 9.1 of the
Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of
the Agreement.
7. Nature of Obligation. This Note is the sole note of an issue in the total principal
amount of $1,000,000 all issued to aid in financing certain public development costs of a housing
development undertaken pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as
401606v4 JAE SH235 -18 B -3
amended, and is issued pursuant to an authorizing resolution (the "Resolution ") duly adopted by the
Authority on , 2012, and pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1799, as
amended. This Note is a limited obligation of the Authority which is payable solely from Available
Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest
hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any
political subdivision thereof, including, without limitation, the Authority. Neither the State of
Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest
on this Note or other costs incident hereto except out of Available Tax Increment, and neither the
full faith and credit nor the taxing power of the State of Minnesota or any political subdivision
thereof is pledged to the payment of the principal of or interest on this Note or other costs incident
hereto.
8. Estimates of Available Tax Increment. Any estimates of Tax Increment prepared by
the Authority, the City or their respective financial advisors in connection with the Available Tax
Increment and the Agreement are for the benefit of the Authority and the City only, and are not
intended as representations on which the Developer may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON THIS NOTE.
9. Registration and Transfer. This Note is issuable only as a fully registered note
without coupons. As provided in the Resolution, and subject to certain limitations set forth therein,
this Note is transferable upon the books of the Authority kept for that purpose at the principal office
of the City Finance Director /City Clerk of the City, by the Owner hereof in person or by such
Owner's attorney duly authorized in writing, upon surrender of this Note together with a written
instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such
transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge
required to be paid by the Authority with respect to such transfer or exchange, there will be issued
in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same dates.
This Note shall not be transferred to any person other than an affiliate, or other related
entity, of the Owner unless the Authority has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the
transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws.
IT IS HEREBY CERTIFIED AND. RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be
performed in order to make this Note a valid and binding limited obligation of the Authority
according to its terms, have been done, do exist, have happened, and have been performed in due
form, time and manner as so required.
401606v4 JAE SH235 -18 B -4
IN WITNESS WHEREOF, the Board of Commissioners of the Economic Development
Authority for the City of Shakopee have caused this Note to be executed with the manual signatures
of its President and Executive Director, all as of the Date of Original Issue specified above.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE
Executive Director President
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of
the City Finance Director /City Clerk, in the name of the person last listed below.
Date of Registration Registered Owner Signature of City Finance
Director /City Clerk
All Saints Senior Living of
Shakopee, LLC
Federal ID #
[End of Form of Note]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note shall be issued as a single typewritten note
numbered R -1. The Note shall be issuable only in fully registered form. Principal of and interest on
the Note shall be payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable
by mail to the owner of record thereof as of the close of business on the fifteenth day of the month
preceding the Payment Date, whether or not such day is a business day.
3.03. Registration. The Authority hereby appoints the City's Finance Director /City Clerk
to perform the functions of registrar, transfer agent and paying agent (the "Registrar "). The effect of
registration and the rights and duties of the Authority and the Registrar with respect thereto shall be
as follows:
401606v4 JAE SH235 -18 B -5
(a) Register. The Registrar shall keep at its office a bond register in which the Registrar
shall provide for the registration of ownership of the Note and the registration of transfers and
exchanges of the Note.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the
name of the designated transferee or transferees, a new Note of a like aggregate principal amount
and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be
transferred to any person other than an affiliate, or other related entity, of the Owner unless the
Authority has been provided with an investment letter in a form substantially similar to the
investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to
the Authority, that such transfer is exempt from registration and prospectus delivery requirements of
federal and applicable state securities laws. The Registrar may close the books for registration of
any transfer after the fifteenth day of the month preceding each Payment Date and until such
Payment Date.
(c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled
by the Registrar and thereafter disposed of as directed by the Authority.
(d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for
transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on
such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no
liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(e) Persons Deemed Owners. The Authority and the Registrar may treat the person in
whose name the Note is at any time registered in the bond register as the absolute owner of the
Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on such Note and for all other purposes, and all such
payments so made to any such registered owner or upon the owner's order shall be valid and
effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the
sum or sums so paid.
(0 Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee,
or other governmental charge required to be paid with respect to such transfer or exchange.
(g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated
or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates
and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of
and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen,
or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost,
stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an
401606v4 JAE SH235 -18 B -6
appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the
Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar
shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the
mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in
accordance with its terms, it shall not be necessary to issue a new Note prior to payment.
3.04. Preparation and Delivery. The Note shall be prepared under the direction of the
Executive Director and shall be executed on behalf of the Authority by the signatures of its
President and Executive Director. In case any officer whose signature shall appear on the Note shall
cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid
and sufficient for all purposes, the same as if such officer had remained in office until delivery.
When the Note has been so executed, it shall be delivered by the Executive Director to the Owner in
accordance with the Agreement.
Section 4. Security Provisions.
4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest
on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be
applied to payment of the principal of and interest on the Note in accordance with the terms of the
form of Note set forth in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof
or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the
Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than
the payment of the principal of and interest on the Note. The Authority irrevocably agrees to
appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment
remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon
the payment of all principal and interest to be paid with respect to the Note.
Section 5. Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and
directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and
records of the Authority, and such other affidavits, certificates, and information as may be required
to show the facts relating to the legality and marketability of the Note as the same appear from the
books and records under their custody and control or as otherwise known to them, and all such
certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed
representations of the Authority as to the facts recited therein.
Section 6. Effective Date. This resolution shall be effective upon full execution of the
Agreement.
Adopted by the Board of Commissioner the Economic Development Authority for the City of
Shakopee, Minnesota, this day of , 2012.
401606v4 JAE SH235 -18 B-7
President
Executive Director
401606v4 JAE SH235 -18 B-8
SCHEDULE C
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that All Saints Senior Living of Shakopee, LLC (the
"Developer "), has fully complied with its obligations under Articles III and IV of that document
titled "Contract for Private Development," dated , 2012, between the Economic
Development Authority for the City of Shakopee, Minnesota, the City of Shakopee, Minnesota, and
the Developer (the "Agreement "), with respect to construction of the Minimum Improvements in
accordance with Article IV of the Agreement, and that the Developer is released and forever
discharged from its obligations with respect to construction of the Minimum Improvements
under Articles III and IV of the Agreement.
Dated: , 20
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA
By
Authority Representative
401606v4 JAE SH235 -18 C-1
SCHEDULE D
FORM OF SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement ") is made as of this
day of , 20_, between ( "Lender "), whose address is at
, and the ECONOMIC DEVELOPMENT AUTHORITY FOR
THE CITY OF SHAKOPEE, a public body corporate and politic ( "Authority ").
RECITALS
A. All Saints Senior Living of Shakopee, LLC, a Minnesota limited liability
company ( "Developer "), is the owner of certain real property situated in Scott County,
Minnesota and legally described in Exhibit A attached hereto and incorporated herein (the
"Property ").
B. Lender has made a mortgage loan to Developer in the original principal amount of
$ (the "Loan"). The Loan is the evidenced and secured by the following documents:
[insert loan documents]
The Note, the Mortgage, the Assignment, and all other documents and instruments
evidencing, securing and executed in connection with the Loan, are hereinafter collectively
referred to as the "Loan Documents."
C. Authority is the owner and holder of certain rights under a certain unrecorded
Contract for Private Development (the "Contract ") among the City of Shakopee (the "City "), the
Authority, and the Developer, dated , 2012.
D. Developer is entitled under the Contract to acquire a certain Tax Increment Tax
Revenue Note, Series 2012 in the original principal amount of $1,000,000 (the "TIF Note ").
NOW, THEREFORE, in consideration of the foregoing and as an inducement to Lender to
make the Loan, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto represent, warrant and agree as follows:
1. Consent. The Authority acknowledges that the Lender is making the Loan to the
Developer and consents to the same. The Authority also consents to and approves the assignment
of the Contract and TIF Note (when and if issued) by the Developer to the Lender as collateral for
the Loan; provided, however, that this consent shall not deprive the Authority of or otherwise limit
any of the Authority's rights or remedies under the Contract and TIF Note and shall not relieve the
Developer of any of its obligations under the Contract and TIF Note; provided further, however, the
limitations to the Authority's consent contained in this Paragraph 1 are subject to the provisions of
Paragraph 2 below.
2. Subordination. The Authority hereby agrees that the rights of the Authority with
respect to the Development Property under the Contract are and shall remain subordinate and
401606v4 JAE SH235 -18 D -1
subject to liens, rights and security interests created by the Loan Documents and to any and all
amendments, modifications, extensions, replacements or renewals of the Loan Documents;
provided, however, that nothing herein shall be construed as subordinating the requirement
contained in the Contract that the Property be used in accordance with the provisions of
Section 10.3 of the Contract, or as subordinating the Authority's rights under the TIF Note to
suspend payments in accordance with the TIF Note.
3. Notice to Authority. Lender agrees to notify Authority of the occurrence of any
Event of Default given to Developer under the Loan Documents, in accordance with Section 7.2 of
the Contract. The Lender shall not be bound by the other requirements in Section 7.2 of the
Contract.
4. Statutory Exception. Nothing in this Agreement shall alter, remove or affect
Lender's obligation under Minnesota Statutes, Section 469.029 to use the Property in conformance
with Section 10.3 of the Contract.
5. No Assumption. The Authority acknowledges that the Lender is not a party to the
Contract and by executing this Agreement does not become a party to the Contract, and specifically
does not assume and shall not be bound by any obligations of the Developer to the Authority under
the Contract, and that the Lender shall incur no obligations whatsoever to the Authority except as
expressly provided herein.
6. Notice from Authority. So long as the Contract remains in effect, the Authority
agrees to give to the Lender copies of notices of any Event of Default given to Developer under the
Contract.
7. Governing Law. This Agreement is made in and shall be construed in accordance
with the laws of the State of Minnesota.
8. Successors. This Agreement and each and every covenant, agreement and other
provision hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, including any person who acquires title to the Property through
the Lender of a foreclosure of the Mortgage.
9. Severability. The unenforceability or invalidity of any provision hereof shall not
render any other provision or provisions herein contained unenforceable or invalid.
10. Notice. Any notices and other communications permitted or required by the
provisions of this Agreement shall be in writing and shall be deemed to have been properly given or
served by depositing the same with the United States Postal Service, or any official successor
thereto, designated as registered or certified mail, return receipt requested, bearing adequate
postage, or delivery by reputable private carrier and addresses as set forth above.
11. Transfer of Title to Lender. The Authority agrees that in the event the Lender, a
transferee of Lender, or a purchaser at foreclosure sale, acquires title to the Property pursuant to a
foreclosure, or a deed in lieu thereof, the Lender, transferee, or purchaser shall not be bound by the
terms and conditions of the Contract except as expressly herein provided. Further the Authority
agrees that in the event the Lender, a transferee of Lender, or a purchaser at foreclosure sale
401606v4 JAE SH235 -18 D -2
acquires title to the Property pursuant to a foreclosure sale or a deed in lieu thereof, then the Lender,
transferee, or purchaser shall be entitled to all rights conferred upon the Developer under the
Contract, provided that no condition of default exists and remains uncured beyond applicable cure
periods in the obligations of the Developer under the Contract.
12. Estoppel. The Authority hereby represents and warrants to Lender, for the purpose
of inducing Lender to make advances to Developer under the Loan Documents that:
(a) No default or event of default by Developer exists under the terms of the Contract on
the date hereof;
(b) The Contract has not been amended or modified in any respect, nor has any material
provision thereof been waived by either the Authority or the Developer, and the
Contract is in full force and effect;
(c) Such other reasonable certifications as the Lender may request.
13. Amendments. The Authority hereby represents and warrants to Lender for the
purpose of inducing Lender to make advances to Developer under the Loan Documents that
Authority will not agree to any amendment or modification to the Contract or any TIF Note issued
under the Contract that materially affects the collection of Available Tax Increment (as defined in
the Contract) in any way affects the Property without the Lender's written consent.
401606v4 JAE SH235 -18 D -3
Financial Analysis of Trident Application for Tax Increment
5/31/2012
Page 4
Conclusion
Should the Developer receive TIF assistance, it would be required to reserve 20% of the units for persons of low and
moderate income for the term of the TIF assistance. When the TIF assistance has been completely repaid, the
Developer will be under no obligation to continue reserving affordable housing units. As a result, the projected time
frame for the repayment of the TIF assistance should be considered when determining the assistance amount.
The Developer has requested TIF assistance of $1,000,000 as necessary to attract additional equity equity to assist
with project feasibility due to reduced operating revenues resulting from the affordable housing units. Current
revenues projections indicate that with a 0% market value inflator, it would take approximately 12 -years for the TIF
District to repay the TIF Note assuming a 5% interest rate. Assuming all other variables remain constant, an
increase in the market value inflator would result in increased revenues potentially decreasing the repayment term;
conversely if revenues are lower than projected the repayment term would increase. As indicated previously, once
the note is repaid the developer will be under no obligation to continue providing affordable housing units.
The developer has indicated that the assistance is necessary for the project to proceed as proposed. The developer
would use the pay -as- you -go note assistance to offset the reduction in operating revenues from the affordable units.
The need for TIF assistance can be evaluated on an annual basis, due to the reduced operating revenues resulting
from the affordable units and will remain the case as long as a portion of the units are income restricted. As a result,
the length of time the City desires to maintain the affordable housing units may become a factor in determining the
level and amount of TIF assistance.
It is important to note that the project will be providing affordable senior housing in the City of Shakopee. Without the
tax increment assistance, the developer is not required to restrict a portion of the units as affordable and has
indicated that without the tax increment assistance, it is unlikely that it would provide affordable housing units. Thank
you for the opportunity to be of assistance to the City of Shakopee. Please contact us at (651) 223 -3075 or
tdenaway(@.springsted.com with any questions or comments.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day
and year first written above.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE
By:
Its President
By:
Its Executive Director
STATE OF MINNESOTA )
)ss
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , by
and , the President and Executive Director,
respectively, of the Economic Development Authority for the City of Shakopee, a public body
corporate and politic, on behalf of such public body.
Notary Public
401606v4 JAE S1-1235 -18 D -4
[LENDER]
By:
Its
Consented to by the City of Shakopee:
THE CITY OF SHAKOPEE
By
Its Mayor
By
Its City Administrator
By
Its City Clerk
401606v4 JAE SH235 -18 D -5
SCHEDULE E
DESCRIPTION OF SITE IMPROVEMENTS
Landscaping, including irrigation
Foundations and Footings
Grading/earthwork
Engineering
Survey
Environmental Testing
Soil Borings
Site Preparation
Onsite Utilities
Storm Water/Ponding
Outdoor Lighting
Onsite Road, Curb, Gutter, Driveway, Sidewalk and Streetscape Improvements
Parking
And any other expenditure eligible to be reimbursed with tax increment revenues and approved by
the Authority
401606v4 JAE SH235 -18 E -1
SCHEDULE F
FORM OF INVESTMENT LETTER
To the City of Shakopee, Minnesota (the "City ")
Attention: City Administrator
Dated: , 2012
Re: $1,000,000 Tax Increment Revenue Note, Series 2012
The undersigned, as Purchaser of $1,000,000 in principal amount of the above - captioned
Tax Increment Revenue Note, Series 2012 (the "Note "), approved pursuant to Resolution No.
, adopted by the Board of Commissioners of the Economic Development Authority for
the City of Shakopee (the "Authority "), on May 15, 2012 (the "Resolution "), hereby represent to
you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as special counsel to the
Authority, as follows:
1. We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Resolution and the Contract for Private Development, dated , 2012
(the "Agreement "), between the Authority, the City of Shakopee, Minnesota (the "City "), and All
Saints Senior Living of Shakopee, LLC, a Minnesota limited liability company.
2. The Note is payable as to principal and interest solely from Available Tax Increment
pledged to the Note, as defined therein.
3. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and
merits of the investment represented by the purchase of the above - stated principal amount of the
Note.
4. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering statement containing material information with respect to the Authority and
the Note has been issued or prepared by the Authority, and that, in due diligence, we have made our
own inquiry and analysis with respect to the Authority, the Note and the security therefor, and other
material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and we have had the opportunity
to ask questions and receive answers from knowledgeable individuals concerning the Authority, the
Note and the security therefor, and that as reasonable investors we have been able to make our
decision to purchase the above - stated principal amount of the Note.
401606v4 JAE SH235 -18 F -1
6. We have been informed that the Note (i) is not being registered or otherwise
qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities
laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will
carry no rating from any rating service.
7. We acknowledge that the Authority, the City, and Kennedy & Graven, Chartered, as
special counsel to the Authority, have not made any representations or warranties as to the status of
interest on the Note for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own accounts and not
for resale or other distribution thereof, except to the extent otherwise provided in the Note, the
Resolution, or any other resolution adopted by the Authority.
9. All capitalized terms used herein have the meaning provided in the Agreement
unless the context clearly requires otherwise.
10. The Purchaser's federal tax identification number is
11. We acknowledge receipt of the Note on the date hereof.
(The remainder of this page is intentionally left blank.)
401606v4 JAE SH235 -18 F -2
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the
date and year first written above.
ALL SAINT SENIOR LIVING OF
SHAKOPEE, LLC
By
Its
401606v4 JAE SH235 -18 F -3
SCHEDULE G
COMPLIANCE CERTIFICATE
The undersigned officer of All Saints Senior Living of Shakopee, LLC (the "Developer "),
does hereby certify that as of the date of this Certificate not less than 20% of the residential units
in the Shakopee Senior Living Project located at in
Shakopee, Minnesota (the "Project "), referred to as the "Minimum Improvements" in the
Contract for Private Development, dated , 2012, between the City of Shakopee, the
Economic Development Authority for the City of Shakopee and the Developer are occupied by
individuals whose income is 50% or less of the Scott County median income. Attached hereto
are the vacancy rate and the income verifications used to establish the above conclusions broken
down by unit type and size.
Dated this day of , 20
ALL SAINTS SENIOR LIVING OF SHAKOPEE, LLC
By
Its
401606v4 JAE SH235 -18 G -1
Mayor & Council Members:
The attached Redevelopment Plan for Housing and Redevelopment
Project No. 2 is meant to replace what is in your original memo in your
packet. We received last minute changes from Springsted and Kennedy
& Graven, please use this document rather than the one inside your
memo. Due to the large size of this file I determined it to be a waste to
rerun the entire memo.
Sorry for any inconvenience.
Tami Vidmar
Community Development Secretary
City of Shakopee, Minnesota
Shakopee Economic Development Authority
Redevelopment Plan
for
Housing and Redevelopment Project No. 2
Dated: June 1, 2012 (Draft)
Prepared by:
SPRINGSTED INCORPORATED
380 Jackson Street, Suite 300
St. Paul, MN 55101 -2887
(651) 223 -3000
WWW. SPRINGSTED. COM
TABLE OF CONTENTS
Section Paqe(s)
A Definitions 1
B Statutory Authorization 2
C Statement of Need and Public Purpose 2
D Statement of Objectives 2
E Boundaries of the Project Area 3
F Property Acquisition 3
G Payment of Public Costs 3
H Environmental Controls; Land Use Regulations 3
Park and open Space to be Created 4
J Property Acquisition and Proposed Reuse 4
K Administration and Maintenance 4
L Relocation 4
M Amendments 4
Map of the Project Area EXHIBIT I
Shakopee Economic Development Authority, Minnesota
Section A Definitions
The terms defined in this section have the meanings given herein, unless the context in which they are used indicates
a different meaning:
"Authority" means the Shakopee Economic Development Authority.
"Authority Board" means the Board of Commissioners of the Authority.
"City" means the City of Shakopee, Minnesota, a municipal corporation and political subdivision of the State of
Minnesota.
"City Council" means the City Council of the City.
"County" means Scott County, Minnesota.
"EDA Act" means the Economic Development Act, Minnesota Statutes, Sections 469.090 through 469.1082, both
inclusive.
"Governing Body" means the duly elected city council.
"HRA Act" means the Minnesota Municipal Housing and Redevelopment Act, Minnesota Statutes, Sections 469.001
through 469.047, both inclusive.
"Land Use Regulations" means all federal, state and local laws, rules, regulations, ordinances and plans relating to or
governing the use or development of land in the Project Area, including but not limited to environmental, platting,
zoning and building code laws, regulations and ordinances.
"Project" means the Housing and Redevelopment Project No. 2, as shown in the map attached as Exhibit I, which
includes the property legally described in Exhibit II.
"Project Area" means the geographic area of Housing and Redevelopment Project Area No. 2.
"Public Costs" means all legally permissible costs incurred or to be incurred by or on behalf of the Authority in carrying out
the Redevelopment Plan, including but not limited to: (a) the costs of any redevelopment or housing activities consistent
with the Redevelopment Plan as originally adopted or subsequently amended; (b) costs of administering the Project; and
(c) debt service payments on any obligations issued to finance Public Costs authorized by the Redevelopment Plan.
"Redevelopment Plan" means the Redevelopment Plan for the Project Area, as it may be amended or supplemented
from time to time.
"State" means the State of Minnesota.
"TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1799, both inclusive.
"TIF District" means any tax increment financing district presently established or to be established in the future in the
Project Area.
"TIF Plan" means the respective tax increment financing plan for each TIF district located within the Project Area.
SPRINGSTED Page 1
Shakopee Economic Development Authority, Minnesota
Section B Statutory Authorization
The EDA Act and the HRA Act authorizes the Authority to exercise all the powers relating to a housing and
redevelopment authority granted under Minnesota Statutes, Sections 469.001 to 469.047, or other law. The Authority
is authorized under the EDA Act and HRA Act to undertake and administer the Redevelopment Plan and the Project, and
to pay for the Public Costs through tax increments derived from an TIF Districts established within the Project Area or any
other source of funds which the EDA Act and HRA Act permits the Authority to use for such purposes.
It is the intention of the Governing Body and the Authority Board, notwithstanding the enumeration of specific goals
and objectives in the Redevelopment Plan, that the Authority shall have and enjoy with respect to the Project Area the
full range of powers and duties conferred upon the Authority pursuant to the EDA Act, the HRA Act, the TIF Act,
municipal housing and redevelopment authority laws, and such other legal authority as the Authority may have or
enjoy from time to time.
Section C Statement of Need and Public Purpose
The Authority finds that there is a need for redevelopment within the City and the Project Area to remedy blight and
blighting conditions, prevent the spread of blight, promote the health, safety and welfare of City residents, and encourage
related development and redevelopment in order to protect and improve the tax base and general economic vitality of the
City. The Authority further finds that the Project is necessary to alleviate a shortage of decent, safe, and sanitary housing
for persons of low or moderate income and their families.
More specifically, the Authority has identified that development of the property included in the Project is necessary to further
development and affordable housing goals.
The Authority specifically finds that: (a) the land within the Project Area would not be available for redevelopment and
affordable housing purpose without the financial aid to be sought under this Redevelopment Plan; (b) the Redevelopment
Plan will afford maximum opportunity, consistent with the needs of the City as a whole, for the development of the Project
by private enterprise; and (c) that the Redevelopment Plan conforms to the general plan for the development of the City as
a whole.
The Authority further finds that the Project is a "housing development project" within the meaning of Minnesota Statutes,
469.001 subd. 15.
Section D Statement of Objectives
The Authority seeks to achieve one or more of the following objectives with respect to the Project Area, as the
Authority may deem appropriate and necessary.
(1) To promote and secure the prompt development of property within the Project Area, such property
which is not now in its most productive use, in a manner consistent with the Comprehensive Plan of
the City, thus realizing Comprehensive Plan, land use, and tax base goals.
(2) To assist development in the Project Area through the acquisition or write -down of certain interests
in property which is not now in productive use or in its highest and best use, to make or defray the
cost of soil corrections or site improvements on said property, and to construct or reimburse the
developer for the construction of public improvements and other facilities on or for the benefit of
said property, thereby promoting and securing the development of other land within the Project
Area.
SPRINGSTED Page 2
Shakopee Economic Development Authority, Minnesota
(3) Promote the development of affordable housing to serve the Project Area and the City as whole,
including without limitation the development of approximately 79 units of senior rental housing, at least
20% of which will be affordable to individuals or families of low and moderate income.
(4) To promote the development of decent, safe, and sanitary housing in order to protect the health
and welfare of the residents of the City.
(5) To provide funding for an ongoing development strategy and to prioritize the use of available
resources.
(6) To implement and revise from time to time, as may be deemed necessary or desirable, a
consolidated and unified Redevelopment Plan and to finance the associated development costs on
an area -wide basis.
(7) To employ any of the powers of the Authority for the benefit of the Project Area in such cases and
upon such terms as the Authority may deem appropriate.
(8) To construct or acquire facilities deemed desirable for the development of the Project Area.
Section E Boundaries of the Project Area
The property within the City which constitutes the Project Area includes the property contained within the boundaries
legally described below and is illustrated on the map attached as Exhibit I.
The East 433.00 feet of the South 360.00 feet of the East
Half of the South Half of the Southwest Quarter of the
Northeast Quarter of Section 17, Township 115, Range
22, Scott County, Minnesota.
The Authority reserves the right to expand the boundaries of the Project Area in the future upon approval by the
Governing Body.
Section F Property Acquisition
The Authority may acquire property, or appropriate interest therein, within the Project Area as it deems necessary or
desirable to assist in the implementation of the Redevelopment Plan.
Section G Payment of Public Costs
It is anticipated that the Public Costs of the Project Area will be paid primarily from tax increments derived from one or
more TIF Districts established within the Project or proceeds of tax increment bonds. Such costs are identified in the
TIF Plan(s) for the corresponding TIF District(s) located within the Project Area. The Authority reserves the right to
use other sources of revenue legally applicable to the Project Area to pay for such Public Costs including, but not
limited to, special assessments, federal or state funds, and investment income.
Section H Environmental Controls; Land Use Regulations
All authority actions, public improvements and private development shall be carried out in a manner consistent with
existing environmental controls and all applicable Land Use Regulations.
SPRINGSTED Page 3
Shakopee Economic Development Authority, Minnesota
Section I Park and Open Space to be Created
Park and open space created within the Project Area will be done so in accordance with the zoning and platting
ordinances of the City.
Section J Property Acquisition and Proposed Reuse
The Redevelopment Plan contemplates that the Authority may acquire property and reconvey the same to another
entity. Prior to formal consideration of the acquisition of any property for private development, the Authority Board will
require the execution of a binding development agreement with respect thereto and evidence that tax increments or
other funds will be available to repay the Public Costs associated with the proposed acquisition. It is the intent of the
Authority to negotiate the acquisition of property whenever possible. Appropriate restrictions regarding the reuse and
redevelopment of property shall be incorporated into any development agreement to which the Authority is a party.
Section K Administration and Maintenance
Maintenance and operation of the Project Area will be the responsibility of the Community Development Director who
shall serve as administrator of the Project Area. Each year the administrator will submit to the Authority Board the
maintenance and operation budget for the following year.
The administrator will administer the Redevelopment Plan pursuant to the provisions of the HRA Act; provided,
however, that such powers may only be exercised at the direction of the Authority Board and the Governing Body. No
action taken by the administrator pursuant to the above - mentioned powers shall be effective without authorization by
the Governing Body.
Section L Relocation
Any person or business that is displaced as a result of the Redevelopment Plan will be relocated in accordance with
the provisions of the HRA Act and other applicable state law.
Section M Amendments
The Authority reserves the right to alter and amend the Redevelopment Plan subject to the provisions of state law
regulating such action.
SPRINGSTED Page 4
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the boundaries are coterminous
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