HomeMy WebLinkAbout13. Joint Public Hearing with the City Council on Proposed Tax Increment Financing District No. 12
CITY OF SHAKOPEE /3
Memorandum
TO: Mayor and City Council
Economic Development Authority
FROM: Mark McNeill, City Administrator / EDA ExecUti~ctor
Paul Snook, Economic Development Coordinator
SUBJECT: Joint Public Hearing of the City Council and Economic Development
Authority on proposed Tax Increment Financing District No. 12
Economic Development Authority
. Resolution No. 2004-1, Resolution Approving Tax Increment
/ Financing Plan For Tax Increment Financing District No. 12,
MeaificatioR Tg Tas Bm.mdmiG5 OfTfF Di~tIid lqv. 1, and a Modified
; Redevelopment Plan For The Minnesota River Valley Housing And
.~< .... Redevelopment Project No.1
. Resolution No. 2004-2 , Resolution Approving Contract for Private
Redevelopment with Challenge Printing, Inc. and Awarding the Sale of,
and Providing the Form, Terms, Covenants and Directions for the
Issuance of Its $513,900 Tax Increment Revenue Note, Series 2004.
(This resolution can be found in the Contract for Private
Development as Schedule B)
City Council
. Resolution No. 6075 , Resolution Approving Tax Increment
Financing Plan for Tax Increment Financing District No. 12 and a
Modified Redevelopment Plan for the Minnesota River Valley
Housing And Redevelopment Project No.1; and Approving Business
Subsidy Agreement Between The Economic Development Authority
For The City Of Shako pee And Challenge Printing, Inc.
MEETING DATE: July 6, 2004
Introduction and Background
The EDA and City Council are asked to adopt respective resolutions approving Tax Increment
Financing District No. 12 for the development and expansion of a manufacturing facility by
Challenge Printing, Inc.
At the June 22nd meeting City Council unanimously passed Resolution No. 6073, calling fora
public hearing on a tax increment financing plan for Tax Increment Financing District No. 12, to
provide tax increment assistance in order to make feasible the development by Challenge
Printing, Inc. of a new manufacturing, office and storage facility to be an expansion of an
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existing manufacturing facility, formerly owned and occupied by ADC Telecommunications at
1000 Valley Park Drive. This facility has been vacant for two years.
Challenge Printing's need for the expansion stems from a growing business being located in
multiple facilities in Eden Prairie with an inability to expand in any of those facilities. Challenge
needs to relocate to the larger former ADC facility, expand it and acquire significant additional /
new equipment. Representatives from Challenge. Printing will be at the July 6th City Council
meeting to field questions from the EDA / City Council.
The City would enter into a "pay-as-you-go" TIF arrangement with Challenge (rather than
bonding). Challenge would pay for TIF-eligible costs, and the City would reimburse the company
from tax increment over time as increment is generated. In a pay-as-you-go arrangement, the
company (rather than an unrelated bond holder) bears the risk that the increments will be
insufficient to repay the costs incurred.
In addition to tax increment financing, the company is requesting a $440,000 Minnesota
Investment Fund loan ($100,000 of which can be retained by the City in order to establish an
economic development revolving loan fund per DEED program guidelines), and up to $400,000
in Job Skills Partnership (MNJSP) funding for workforce training from the Minnesota
Department of Employment and Economic Development (DEED) (Agreements for these
financing programs will be presented to you at a future meeting.).
As required by Minnesota Statutes, Section 469.175, a copy of the modified Project Plan and the
TIF Plan for TIF District No. 12 has been transmitted to the County Board and School Board.The
County and School Boards have granted a waiver of their respective 30-day review periods prior to
the City public hearing.
Discussion
This project is in the interest of the City in that it is an attraction and expansion of a new
manufacturing business. The attraction and expansion of Challenge Printing will contribute to the
stability of the local economy since it would be a significant entity in the basic sector (that is, it is
a manufacturer and exporter to regions beyond Shakopee, bringing new money into the local
economy). The project will result in further diversification of the local economy and significant
expansion of the local employment base.
Maior Elements of the TIF Plan for TIF District No. 12 (Exhibit A)
In adopting the TIF Plan for TIF District No. 12, the City will make the following fmdings:
. The proposed development would not reasonably be expected to occur solely through private
investment within the reasonably foreseeable future, and the increased market value of the
site that could be expected to occur without the use of tax increment financing would be less
than the increase in the market value estimated to result from the proposed development after
subtracting the projected tax increments for the maximum duration of the district permitted
by the TIF Plan.
challenge cc-eda joint tif ph.doc
. The proposed development consists of an approximately 74,000 square foot addition to an
existing manufacturing facility. Challenge Printing has submitted to the City an estimate of
total project costs demonstrating that the acquisition and development of this site is not
financially feasible without the assistance provided in this TIF plan, along with a letter
indicating that it would not acquire this property and expand the building without the requested
assistance.
. The existing building has been vacant since August of 2002. No other use of the property has
been proposed. While it is possible for the property to be purchased by another user as is, there
is no reasonable expectation that another user would expand the facility as proposed by
Challenge Printing. It is far more likely that another buyer would simply acquire the property
and make minor improvements, if any. Also, any proposal to expand the facility would likely
require assistance similar to that requested by Challenge. Therefore, the City reasonably
believes that, without public assistance, little or no market value increase is expected for this
property. Its likely that no alternative would occur that would produce a market value increase
greater than the estimated $5,621,400.
. The City Planning Commission has determined that the development proposed in the TIF
Plan conforms to the Comprehensive Plan.
. The City and EDA find that the TIF District is an economic development district pursuant to the
TIF Act because the proposed tax increment assistance will discourage commerce, industry, and
manufacturing from moving their operations from the State, will result in. increased
employment within the State, and will result in the preservation and enhancement of the tax
base of the State.
. The TIF Plan will afford maximum opportunity for development of the Project by private
enterprise. The proposed development is a new manufacturing, office and storage facility to
be constructed as an expansion of an existing manufacturing facility in that is expected to
retain approximately 380 existing jobs in the State and create 80 new jobs, plus create
substantial new tax base for the City and the State. The development clearly meets the City
and Authority's economic development goals in terms of land use, job creation and wage
levels.
. Estimate ofProiect Costs.
The costs to be financed primarily with tax increments are estimated as follows:
Land Acquisition! Building Cost $515,000
Administrative Costs $40,000
Interest (including amounts
capitalized under a note) $245,000
TOTAL $800,000
. The above figures are estimates, which may shift among categories, provided that the total costs
will not exceed the total listed. The Authority anticipates that the Challenge Printing, Inc.
development will be completed by the end of 2004, creating a total tax capacity for TIF District
challenge cc-eda joint tif ph. doc
No. 12 of $258,428 as of December 31, 2006. The captured tax capacity as of that date is
estimated to be $71,388 (after deducting for fiscal disparities) and the first tax increment is
estimated to be $68,377 payable in 2006. A complete schedule of estimated tax increment from
the TIF District is shown in the TIF Plan. The estimates shown assume that commercial class
rates remain at 2.0% of the estimated market value over $150,000, and that market values
increase 3% annually.
Maior Elements of the Contract for Private Development / Business Subsidy A2reement
(Exhibit B)
. The subsidy provided to Challenge consists of reimbursements of a portion of the costs of
acquiring the Redevelopment Property through the issuance of the Note in the maximum
aggregate principal amount of $513,900. The Note, which will be a Pay-As-You-Go Note, is
secured solely by the Tax Increment generated from the TIF District.
. The public purposes of the subsidy are to provide employment opportunities and increase the
tax base of the City and the State.
. The goals for the subsidy are: to secure development of the Redevelopment Property; to
maintain the Redevelopment Property as a manufacturing, warehouse, and related office
facility; and to create the jobs and wage levels in accordance with the Business Subsidy
Policy.
. If the goals described in. the Business Subsidy Agreement are not met, Challenge must make
the payments to the City as described in Section 3.4(c) ofthe agreement.
. The subsidy is needed to induce Challenge Printing, Inc. to relocate its operations to the City,
thus preserving and enhancing job and tax base growth for the City, County and the State as a
whole. Challenge operates an existing facility in another City within the State at a site that
cannot accommodate operations without expansion. Absent the subsidy provided in this
Agreement, the expansion would likely occur in another state or outside the United States.
. Challenge must continue operation of the Minimum Improvements as a manufacturing,
warehouse, and related office facility through the Maturity Date of the Note, or for at least
five years after the date of issuance of the Certificate of Completion, whichever is later.
. In addition to the tax increment financing, Challenge expects to receive a Minnesota
Investment Fund Loan through the City in the estimated amount of $500,000 or such other
amount as is awarded by the Minnesota Department of Employment and Economic
Development. Challenge also expects to receive a Minnesota Job Skills Partnership grant in
the amount of $400,000 or such other amount as is awarded by the MnDEED. These loans
will also constitute business subsidies under the Business Subsidy Act. The City and
Challenge will enter into a separate business subsidy agreement related to each ofthese loans.
. Job and Wage Goals: Within two years after the Benefit Date, Challenge shall cause to be
created at least 460 full-time equivalent jobs on the Redevelopment Property (including
approximately 380 jobs previously existing in the State as of the date of this Agreement and
relocated to this site) and shall cause the wages for the 380 previously existing jobs to be
challenge cc-edajoint tifph.doc
maintained over this time period, and shall cause the wages for the 80 new jobs to be no less
than $14.16 exclusive of benefits. The "Benefit Date" is the earliest of the date of issuance of
the Certificate of Completion for the Minimum Improvements, or the date Challenge
occupies the Minimum Improvements. If the wage and job goals are met within two years
after the Benefit Date, those goals are deemed satisfied despite Challenge's obligations to
continue operation of the facility.
. Remedies: If Challenge fails to meet the goals described in the Subsidy Agreement, the Note
and this Agreement will be terminated, and Challenge shall repay to the Authority upon
written demand from the Authority a "pro rata share" of prior payments under the Note, if
any, together with interest on such amounts.
. Reports: Challenge must submit to the City, a written report regarding business subsidy goals
and results by no later than March 1 of each year, commencing March 1, 2005 and continuing
until the later of (i) the date the goals stated in the Business Subsidy Agreement are met; (ii)
30 days after expiration of the five-year period; or if the goals are not met, the date the
subsidy is repaid in accordance with the agreement.
. Restrictions on Use: Challenge agrees that untilthe Maturity Date, the company shall devote the
Redevelopment Property to the operation of a manufacturing warehouse and related office
facility within the meaning of the TIP Act, 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
Redevelopment Property.
Economic Impact Analysis
As iterated in the ED Advisory Committee's recommendation to City Council at the June 1st
meeting, the development clearly meets the City's economic development goals:
. There would be a $5,621,400 initial increase in market value for the subject property and
the attendant increase in property taxes attributable to the project.
. Estimated Challenge investment activities directly attributable to move / expansion:
- Land Acquisition / Building Cost 11,500,000
- Site Development / Building Improvements 3,000,000
- Professional Services 385,000
- Fees & Permits 20,000
- Machinery & Equipment 9,000,000
TOTAL $ 23,905,000
. The company currently has 380 employees at three different facilities elsewhere in the Twin
Cities; these jobs will be retained with the move to / expansion in Shakopee. In addition to
the 380 jobs, the company will be adding approximately 80 new livable wage jobs (with
benefits) in Shakopee. The annual wage for most ofthe positions ranges from $35,000-
$56,000.
challenge cc-eda joint tif ph.doc
. The project will increase the diversity of job opportunities for Shakopee residents, and add
to the well-paying and growing manufacturing job base.
. The location and expansion of Challenge Printing in Shakopee will have a positive economic
multiplier effect. For each manufacturing job created by Challenge, there will be an
additional number of "support" (non-manufacturing) jobs created in and around the
community. According to the National Association of Manufacturers, every $1 million in
final sales of manufactured products supports 10 jobs in the manufacturing sector and six
jobs in other sectors (such as services, retail, construction, etc.). This job creation includes
some areas outside the city, given that Shakopee is part of the metropolitan area economy.
Upon completion of the move / expansion, the total employment at the Shakopee plant will
be 460 (Note: this is a conservative estimate by Challenge).
. The project is compatible with the Economic Development Advisory Committee's, EDA's,
and City Council's goal of facilitating the retention and expansion of high quality economic
development as identified in the Economic Development Strategic Plan, and diversification
of the local economy as identified in the City Council Goal Setting Session in April of2004.
Options
. Adopt respective resolutions approving Tax Increment Financing District No. 12 for the
development and expansion of a manufacturing facility by Challenge Printing, Inc.
. Do not adopt respective resolutions approving Tax Increment Financing District No. 12
. Table the matter and request additional information from staff
Recommended Action
Economic Development Authority
Offer Resolution No. ~oDr../ , Resolution Approving Tax Increment Financing Plan For Tax
Increment Financing District No. 12, l\40dificatiEm '!:@.'Ih8 R9Wdari€lEl< O','J:'IF Bi3tHet :No:""f, and a
Modified Redevelopment Plan For The Minnesota River V alley Housing And Redevelopment
Project No.1, and move its adoption
Offer Resolution No. ~OO'l~, Resolution Approving Contract for Private Redevelopment with
Challenge Printing, Inc. and Awarding the Sale of, and Providing the Form, Terms, Covenants and
Directions for the Issuance of Its $513,900 Tax Increment Revenue Note, Series 2004, and move
its adoption.
City Council
Offer Resolution No. /; () ) ), Resolution Approving Tax Increment Financing Plan for Tax
Increment Financing District No. 12 and a Modified Redevelopment Plan for the Minnesota
River Valley Housing And Redevelopment Project No.1; and Approving Business Subsidy
Agreement Between The Economic Development Authority For The City Of Shakopee And
Challenge Printing, Inc., and move its adoption.
challenge cc-eda joint tif ph. doc
July 1, 2004
The following questions were posed by Councilor Menden at the City Council meeting
for Challenge Printing:
1. What impact will the addition of Challenge Printing have on other printers in
the area?
Challenge Printing is substantially different from the other printers in the
Shako pee area in our print segmentfocus and skill sets. Challenge
Printing is a "sheet fed" (one sheet at a time) printer specializing in 1 to 7
color offset printing, UV printing, large format (point of purchase)
printing, folding carton packaging production and pressure sensitive
labels. Shako pee Valley Printing is a web printer in the newsprint insert
marketplace. Banta Corp is a fulfillment division of a web printing
company. Johnson/Anderson's focus is the 1 to 4 color envelope printing
market. Riverfront Press is a much smaller printer with completely
different customer marketplace.
2. What is the corporate philosophy of Challenge towards giving to the host
community? He asked for a report on how much Challenge had given to Eden
Prairie each year over the past ten years.
Challenge Printing has supported the City of Eden Prairie and the
community at large in many ways. We have donated thousands of dollars
of printing annually to the Eden Prairie Fire Department, annual
donations of money, printing and time to support the Eden Prairie Boy
Scout Troop 497 and others. Challenge supports many charitable local
fund raisers for Cancer research, Sudden Infant Death Syndrome,
Muscular Dystrophy, The Miracle Network, the Boys and Girls Club. For
the Community at large, Mr. & Mrs. Lothenbach and Challenge Printing
Inc. have annually donated over $30,000 per year to organizations such
as Minnesota Medical Foundation, University of Minnesota, the Mayo
Foundation, Ronald McDonald House, along with the local schools and
churches.
3. Will Challenge allow employees to become firefighters, and if so, will they
pay for their time off if called during the workday?
Challenge Printing certainly supports it's employees in giving back to the
Community in whatever way that they choose to become involved. We
would surely be proud to support the local firefighting effort by paying for
the employee's time ifcalled away from work.
CITY OF SHAKOPEE
Resolution No. 6075
RESOLUTION APPROVING TAX INCREMENT FINANCING
PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 12
AND A MODIFIED REDEVELOPMENT PLAN FOR THE
MINNESOTA RIVER VALLEY HOUSING AND
REDEVELOPMENT PROJECT NO. 1; AND APPROVING
BUSINESS SUBSIDY AGREEMENT BETWEEN THE
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF
SHAKOPEE AND CHALLENGE PRINTING, INC.
WHEREAS, the City of Shakopee ("City") has previously established its Minnesota River
Valley Housing and Redevelopment Project No. 1 (the "Project") pursuant to Minnesota Statutes,
Section 469.001 to 469.047 ("BRA Act"); and
WHEREAS, within the Project the City has created certain tax increment financing districts
pursuant to Minnesota Statutes, Sections 469.174 to 469.179 (collectively, the "TIF' Act"); and
WHEREAS, the Project is now administered by the Economic Development Authority for
the City of Shako pee (the "Authority"); and
WHEREAS, the Authority and City have determined to modify the redevelopment plan
("Project Plan") for the Project and approve a new tax increment financing plan ("TIF Plan") for
TIF District No. 12 (the "TIF District"), all as described in a plan document presented to the
Council on this date; and
WHEREAS, the modified Project Plan and TIP Plan were, in accordance with the HRA Act
and TIF Act, referred to the City Planning Commission and by Resolution No. PC-04058 approved
by the City Planning Commission on June 29,2004, the City Planning Commission found that the
modified Project Plan and TIF Plan conform to the general plan for the development of the City as a
whole; and
WHEREAS, pursuant to Minnesota Statutes, Section 469.175, subd. 2, the proposed TIP
Plan and the estimates ofthe 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 June 24, 2004 and both the School Board of Independent School
District No. 720 and the County Board of Commissioners of Scott County waived the required 30-
day notice period; and
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WHEREAS, during a joint meeting of the Authority and Council and by resolution dated
July 6,2004, the Authority approved the modified Project Plan and TIF Plan and referred them to
the Council for public hearing and consideration; and
WHEREAS, this Council has reviewed the contents of the modified Project Plan and TIP
Plan and this date conducted a duly noticed public hearing thereon, at which the views of all
interested parties were heard; and
WHEREAS, this Council has also reviewed a Contract for Private Redevelopment
("Contract") between the Authority and Challenge Printing, Inc. (the "Redeveloper") which
agreement includes a "business subsidy agreement" as defined in Minnesota . Statutes, Section
166J.993 to 116J.995.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City.of Shakopee,
that:
1. It is hereby found and determined that within the Project as modified there exist
conditions of economic obsolescence, underutilization and inappropriate uses of land constituting
blight within the meaning of the HRA Act. The findings stated in the modified Project Plan are
incorporated herein by reference.
2. It is further specifically found and determined that:
a) the land within the Project as modified would not be made available for
redevelopment without the public intervention and financial assistance described in
the Project Plan;
b) the Project Plan as modified will afford maximum opportunity, consistent with the
sound needs of the City as a whole, for the redevelopment of the Project by private
enterprise; and
c) the Project Plan as modified conforms to the general plan for development of the
City as set forth in the comprehensive municipal plan.
3. It is found and determined 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 TIP Act be exercised by the City to provide
public financial assistance to the TIF District and the Project.
4. It is further found and determined, 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 and the increased market value of the
site that could reasonably be expected to occur without the use of tax increment fmancing would be
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less than the increase in the market value estimated to result from the proposed development after
subtracting the present value of the projected tax increments for the maximum duration of the
district permitted by the TIF Plan.
5. The proposed public improvements to be fmanced in part through tax increment
financing are necessary to permit the City to realize the full potential of the TIF District and the
Project in terms of development intensity, employment opportunities, and tax base.
6. The TIP Plan conforms to the general plan for development of the City as a whole.
7. 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.
8. TIP District No. 12 is an economic development district under Minnesota Statutes,
Section 469.174, Subd. 12 of the TIF Act.
9. 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
City Council, in reaching its conclusions regarding the TIF Plan.
10. The modified Project Plan and the TIF Plan for TIP District No. 12 are hereby
approved and adopted.
11. 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 modified Project Plan and TIP Plan
with the Minnesota Commissioner of Revenue as required by the TIP Act.
12. The Council approves the Contract, including the business subsidy agreement
contained therein, in substantially the form on file in City Hall.
Approved by the City Council of the City of Shakopee this 6th day of July, 2004.
Mayor
ATTEST:
City Clerk
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ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE
RESOLUTION NO. 2004-1
RESOLUTION APPROVING TAX INCREMENT FINANCING
PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 12,
MODIFICATION TO THE BOUNDARIES OF TIF DISTRICT
NO.1, AND A MODIFIED REDEVELOPMENT PLAN FOR THE
MINNESOTA RIVER VALLEY HOUSING AND
REDEVELOPMENT PROJECT NO.1
WHEREAS, the City of Shakopee ("City") has previously established its Minnesota River
Valley Housing and Redevelopment Project No.1 (the "Project") pursuant to Minnesota Statutes,
Sections 469.001 to 469.047 ("HRA Act"); and
WHEREAS, within the Project the City has created certain tax increment financing districts
pursuant to Minnesota Statutes, Sections 469.174 to 469.179 (collectively, the "TIF Act").
WHEREAS, the Project is now administered by the Economic Development Authority for
the City of Shako pee (the "Authority"); and
WHEREAS, the Authority has determined to modify the redevelopment plan ("Project
Plan") for the Project and approve a new tax increment financing plan ("TIF Plans") for TIF District
No. 12 (the "TIF District"), all as described in a plan document presented to this Board on this date;
and
WHEREAS, by Resolution No. PC-04058 approved by the City Planning Commission on
June 29, 2004, the City Planning Commission found that the modified Project Plan and TIF Plan
conform to the general plan for the development of the City as a whole; and
WHEREAS, this Board has reviewed the contents of the modified Project Plan and TIF
Plan and 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 ("Board") of the
Economic Development Authority for the City of Shakopee that:
1. The modified Project Plan and the TIF Plan for TIF District No. 12 are hereby
approved and adopted.
2. The Board hereby transmits the modified Project Plan and TIF Plans to the Council
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and recommends that the Council adopt the modified Project Plan and TIF Plan.
3. Upon approval of the modified Project Plan and TIP Plans by the Council, Authority
staff and consultants are authorized to take all actions necessary to implement those plans.
Approved by the Board of Commissioners of the Economic Development Authority for the
City of Shakopee this 6th day of July, 2004.
President
Attest:
Secretary
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MODIFICATION TO REDEVELOPMENT PLAN FOR
MINNESOTA RIVER VALLEY
HOUSING AND REDEVELOPMENT PROJECT NO.1
AND
TAX INCREMENT FINANCING PLAN
FOR
TAX INCREMENT FINANCING DISTRICT NO. 12
(Economic Development District)
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA
Draft: June 23, 2004
Approved: , 2004
Prepared by:
Kennedy & Graven, Chartered
470 Pillsbury Center
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
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Tahle of Contents
Eage
I. BACKGROUND
Subsection A. Introduction.......................................................................................... 1
Subsection B. Definitions ........................................................................................... 1
ll. MODIFICATION TO REDEVELOPMENT PLAN FOR MINNESOTA RIVER VALLEY
HOUSING AND REDEVELOPMENT PROJECT NO.1
III. TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING
DISTRICT NO. 12
Subsection A. Statutory Authority 2
Subsection B. Statement of Objectives 2
Subsection C. Statement of Public Pmpose 2
Subsection D. Development Program for the Project 4
Subsection E. Description ofTIF District 4
Subsection F. Proj ect Contracts 4
Subsection G. Classification ofTIF District 4
Subsection H. Modification of TIF Plan 5
Subsection I. Use of Tax Increment 5
Subsection 1. Excess Tax Increment 6
Subsection K. Limitation of Increment 6
Subsection L. Limitation on Administrative Expenses 7
Subsection M. Limitation on Boundary Changes 7
Subsection N. Relocation 7
Subsection O. Parcels to be Acquired 7
Subsection P. TIF Account 7
Subsection Q. Estimate of Project Costs 8
Subsection R. Estimate of Bonded Indebtedness 8
Subsection S. Original Tax Capacity 8
Subsection T. Estimate of Captured Tax Capacity and Tax Increment 9
Subsection U. Duration of the TIF District 9
Subsection V. Estimate of Impact on Other Taxing Jurisdictions 9
Subsection W. Annual Reports 10
Subsection X. Notification of Prior Planned Improvements 10
Subsection Y. Assessment Agreements 10
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EXHIBIT A Description ofTIF District No. 12
EXHIBIT B Map ofTIF District No. 12
EXHmIT C Tax Increment Schedules
EXHmIT D Estimated Impact on Other Taxing Jurisdictions
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I. BACKGROUND
A. Tntronnction. The City created the Minnesota River Valley Housing and
Redevelopment Project No.1 on January 2, 1979 (originally designated as Valley Industrial Park
Redevelopment Project No.1) and transferred that project to the Economic Development Authority
for the City of Shakopee (the "Authority") upon creation of the Authority in 1995. The Authority
and City have now determined a need to create Tax Increment Financing District No. 12, an
economic development district, within the Project.
B. nefinition~.
For the purposes of this document, the following terms shall have the meanings specified
below, unless the context otherwise requires:
"Act" means Minnesota Statutes, Sections 469.001 through 469.047, as amended.
"Authority" means the Economic Development Authority for the City of Shakopee.
"City" means the City of Shakopee, a municipal corporation under the laws of the State of
Minnesota.
"Comprehensive Plan" means the City's Comprehensive Plan, including the objectives,
policies, standards and programs to guide public and private land use, development, redevelopment
and preservation for all lands and water within the City.
"City Council" or "Council" means the Shakopee City Council.
"County" means Scott County, Minnesota.
"Project" means the Minnesota River V alley Housing and Redevelopment Project No.1.
"Project Area" means the property within the Project, as described in the Project Plan.
"Project Plan" means the Redevelopment Plan for the Project, as modified from time to
time.
"State" means the State of Minnesota.
"Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, Sections 469.174
through 469.179, inclusive, as amended.
"Tax Increment Bonds" or "TIF Bonds" means any general obligation or revenue tax
increment bonds, notes or other obligations issued by the City or Authority to fmance the public
1
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costs associated with the Project as stated in the Project Plan and in the Tax mcrement Financing
Plans for the Tax Increment Financing Districts within the Project, or any obligations issued to
refund the Tax Increment Bonds.
"Tax Increment Financing District" or "TIF District" or means Tax mcrement Financing
District No. 12, or any other TIP District in the Project ifthe context so requires.
"Tax Increment Financing Plan" or "TIF Plan" means the TIF Plan adopted by the Council
for TIF District No. 12, or the TIP Plan for any other TIP District in the Project if the context so
reqUIres.
II. MODIFICATION TO REDEVELOPMENT PLAN FOR MINNESOTA RIVER
V ALLEY HOUSING AND REDEVELOPMENT PROJECT NO.1
The City and Authority intend, through this document, to. modify the Project Plan for the
Project. Section 1.6 (regarding parcels to be acquired within the Project), Section 1.7 (regarding
estimated public improvement costs within the Project) and Section 1.8 (regarding public
improvements and facilities within the Project) of the existing Project Plan are deemed modified to
incorporate the terms of the TIF Plan following in Section ill of this document. The boundaries and
general objectives of the Project remain unchanged.
III. TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING
DISTRICT NO. 12.
A. Statutory A nthority,
The Authority, with approval of the City Council, is authorized to establish TIP District No.
12 and this TIP Plan pursuant to the Act and the TIF Act. (See also Section I.B.)
B. Statement ofOhjecrive~.
The objectives outlined in Section 1.4 of the Project Plan as amended are incorporated
herein by reference.
C. St::ltement ofPuhlic Pllrpo~e.
In adopting the TIF Plan for TIP District No. 12, the City Council will make the following
findings:
1. The proposed development, in the opinion of the City, would not reasonably
be expected to occur solely through private investment within the reasonably foreseeable
future and the increased market value of the site that could reasonably be expected to occur
without the use of tax increment financing would be less than the increase in the market
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value estimated to result from the proposed development after subtracting the present value
of the projected tax increments for the maximum duration of the district permitted by the
TIF Plan.
Factual basis:
Proposed development not expected to occur:
The proposed development consists of an approximately 74,000 square. foot addition to an
existing manufacturing facility in the City. Challenge Printing, Inc., the developer of the
site, has submitted a pro forma to the City demonstrating that the acquisition and
development of this site is not financially feasible without the assistance provided in this
plan, along with a letter indicating that it would not acquire this property and expand the
building without the requested assistance.
No higher market value expected:
As the basis for the second part of this finding, the City notes that the existing building has
been vacant since August of 2002, when it was abandoned by a prior user. No other use of
the property has been proposed. Further, while it is possible for the property to be
purchased by another user as is, there is no reasonable expectation that another user would
expand the facility as proposed by Challenge Printing. In fact, it is far more likely that
another buyer would simply acquire the property and make minor improvements, if any.
Also, any proposal to expand the facility would likely require assistance similar to that
requested by Challenge Printing. Therefore, the City reasonably believes that, without
public assistance, little or no market value increase is expected for this property.
To sunnnarize the basis for the City's findings regarding alternative market value, in
accordance with Minnesota Statutes, Section 469.175, subd. 3 (d), the City makes the
following determinations:
a. The City's estimate of the amount by which the market value of the site will
increase without the use of tax increment fmancing is $0 (for the reasons described above),
except some unknown amount of appreciation.
b. If the proposed development to be assisted with tax increment occurs in the
District, the total increase in market value would be approximately $5,621,400, including
the value of the building addition and increases in market value of the existing building that
are expected along with the addition (See Exhibit C).
c. The present value of tax increments from the District for the maximum duration of
the district permitted by the TIF Plan is estimated to be $548,411 (See Exhibit C)
d. Even if some development other than the proposed development were to occur, the
Council fmds that no alternative would occur that would produce a market value increase
greater than $5,072,989 (the amount in clause b less the amount in clause c) without tax
3
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increment assistance.
2. The TIF Plan will afford maximum opportunity, consistent with the sound
needs of the City as a whole, for development of the Project by private enterprise.
Factual basis: The proposed development is a new manufacturing, office and
storage facility to' be constructed as an expansion of an existing manufacturing
facility in the Project manufacturing facility that is expected to retain approximately
380 existing jobs in the Stat€? and create 80 new jobs, plus create substantial new tax
base for the City and the state. The development clearly meets the City and
Authority's economic development goals in terms of land use, job creation and wage
levels.
3. The TIF Plan conforms to general plans for development of the City as a
whole.
Factual basis: The City Planning Commission has determined that the
development proposed in the TIF Plan conforms to the City comprehensive plan.
D. Development Proeram for the Project
The overall development plans for the Project as a whole are described in the Project Plan.
The substance of this TIF Plan is incorporated in that Project Plan (See Section ll. of this document,
above). All actions taken with regard to TIF District No. 12 will be fully consistent with the
modified Project Plan.
E. Description ofTTF District.
The TIF District consists of the parcels legally described in Exhibit A hereto. Maps of the
approximate boundaries of the TIF District are attached as Exhibit B hereto.
F. Project Contracts.
Pursuant to Section 469.176, Subd. 5 of the TIF Act, no more than 10 percent, by acreage,
of the property to be acquired within the Project will at any time be owned by the Authority as a
result of acquisition with the. proceeds of TIF Bonds to which tax increment from the property
acquired is pledged unless. the Authority has first concluded an agreement for the development or
redevelopment of the property.
In connection with the development proposals further described in Section Q., the Authority
anticipates entering a development agreement with Challenge Printing, Inc. or a related entity.
4
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G. f:1RssificRtlnn nfTTF District.
The City and Authority fmd that the TIF District is an economic development district
pursuant to Section 469.174, subdivision 12 of the TIP Act because the proposed tax increment
assistance will discourage commerce, industry, and manufacturing from moving their operations
from the State, will result in increased employment within the State, and will result in the
preservation and enhancement of the tax base of the State. Further, revenue derived from tax
increment from the TIP District will not be used to provide assistance in any form to developments
consisting of buildings or ancillary facilities if more than 15 percent of the buildings and facilities
(determined on a square footage basis) are used for a purpose other than:
1. the manufacturing or production of tangible personal property, including
processing resulting in the change in condition of the property;
2. warehousing, storage and distribution of tangible personal property,
excluding retail sales;
3. research and development related to the activities listed in clause 1 or 2;
4. telemarketing, if that activity is the exclusive use of the property;
5. tourism facilities (if the conditions specified in Section 469.174, subd. 22
are met);
6. qualified border retail facilitates; and
7. space necessary for and related to the activities listed in clauses 1 to 6.
The entire area of the existing building and proposed addition will be used for
manufacturing and warehouse use, along with office space that is necessary for and related to such
uses.
H. Mot11fi~l'Ition ofTIT<' Pbn.
This TIF Plan may be modified by the Authority, provided that any reduction or
enlargement of geographic area of the TIF District, increase in amount of bonded indebtedness to
be incurred, including a determination to capitalize interest on the debt if that determination was not
a part of the original plan, or to increase or decrease the amount of interest on the debt to be
capitalized, increase in the portion of the captured assessed value to be retained by the Authority,
increase in total estimated tax increment expenditures, or designation of additional property to be
acquired by the Authority, shall be approved upon the notice and after the discussion, public
hearing and findings required for approval of the original Plan.
5
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1. T Tse ofT::Ix Tncrement
Pursuant to Section 469.176, Subd. 4 of the TIP Act, all revenues derived from the TIP will
be used in accordance with the TIF Plan. The revenues shall be used to finance or otherwise pay
the capital and administrative costs of development activities within the TIF District as identified in.
the TIF Plan, including principal and interest on all TIF Bonds as defmed herein.
J. Excess Tax TncTf~ment.
Pursuant to Sections 469.176, Subd. 2 of the TIP Act, in any year in which the increment
exceeds the amount necessary to pay the costs authorized by the TIF Plan, the Authority will use the
excess amount to do any of the following, in the order determined by the Authority:
1. prepay the outstanding TIF Bonds;
2. discharge the pledge of tax increment therefor;
3. pay into an escrow account dedicated to the payment ofTIF' Bonds; or
4. return the excess amount to the Scott County auditor, who shall distribute
the excess amount to the City, the County and Independent School District No. 720 in direct
proportion to their respective tax capacity rates.
In addition, the Authority may choose to modify the TIF Plan again in order to provide for
other eligible costs within the TIP District or the Development District (subject to pooling
limitations).
K. T ,imitation ofTncrement.
1. No increment may be paid to the Authority from the TIF District after three
years from the date of certification of the original tax capacity of the taxable real property in
the TIF District.by the county auditor unless within the three year period (a) bonds have
been issued pursuant to Section 469.178 of the TIF Act, or (b) the Authority has acquired
property within the TIF District, or (c) the Authority has constructed or caused to be
constructed public improvements within the TIF District.
2. If, after four years from the date of certification of the original tax capacity
of the TIF District, no demolition, rehabilitation, or renovation. of property or other site
preparation, including qualified improvement of a street or right-of-way adjacent to a parcel
but not installation of underground utility service, including sewer or water systems, have
been commenced on a parcel located within the TIP District by the Authority, or by the
owner of the parcel in accordance with the TIF Plan, no additional increment may be taken
from that parcel, and the original tax capacity of that parcel shall be excluded from the
6
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original tax capacity of the TIF District. If one of these activities subsequently commences,
the Authority will so certify to the county auditor, and the tax capacity of the property as
most recently certified by the commissioner of revenue will be added to the TIP District's
original tax capacity.
3. Tax increment expenditures must comply with the liS-year rule" set forth in
Section 469.1763 of the TIF Act. Generally, tax increment may be expended only for
bonds, contracts or reimbursement of costs incurred within 5 years after the date of
certification of the TIP District.
4. No tax increment will in any event be paid to the Authority from the TIF
District after 8 years from the date of receipt ofthe first increment.
L. T .imitation on ArlminiRtrative RxpenReR.
Pursuant to Section 469.176, Subd. 3 ofthe TIF Act, administrative expenses are limited to
10 percent of the expenditures authorized in the TIF Plan or 10 percent of the total actual tax
increment expenditures, whichever is less. Each time the Authority increases the budget of the TIF
District, the amount of tax increment money allocated to administrative costs may be increased as
long as the total of administrative expenditures does not exceed 10 percent of the total budget of the
TIP District.
M. T .imitation on ROllnrlaty rhangeR.
The geographic area of the TIP District may be reduced, but it may not be enlarged after
five years following the date of certification of the original tax capacity by the Scott County auditor.
Therefore, TIF District No. 12 may not be enlarged after approximately, Jlme, 2009.
N. Relocation.
Although no relocation is anticipated, the Authority accepts as binding its obligations under
state law for relocation and will administer relocation services for families. individuals and
businesses displaced by public action.
O. ParcelR to he Acqllired.
The Authority may acquire any property or interest therein located within TIF District No.
12 that the Authority determines to be necessary in order to accomplish development goals for the
TIF District. In lieu of direct acquisition, the Authority may also reimburse a developer for the cost
of acquisition of any property in the TIF District.
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P. TTF A CCOllnt.
The tax increment received with respect to the TIP District shall be segregated by the
Authority in a special account on its official books and records or held by a trustee for the benefit of
holders of bonds issued to finance development activities.
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R
Q. Estimate of Project C;osts,
The Authority intends to facilitate development of a new manufacturing, office and storage
facility to be constructed as an expansion of an existing manufacturing facility by Challenge
Printing, Inc. The costs to be financed primarily with tax increments are estimated as follows:
Land Acquisition! Building Cost $515,000
Administrative Costs $40,000
Interest (including amounts
capitalized under a note) $245,000
TOTAL $800,000
The above figures are estimates, which may shift among categories, provided that the total
costs will not exceed the total listed. Costs within each category are deemed to include capitalized
interest which will vary depending on when or ifbonds are issued, but in any event will not exceed
three years as required by Minnesota Statutes, Chapter 475.
Further, the Authority may pay interest on any bonds or pay as you go obligations issued to
finance such capital costs, as described in Section R.
R. EstimMe of Ron c1ec1 Tnc1ehtec1ness.
The Authority or City may finance public costs identified in this TIP Plan through issuance
ofTIF Bonds, including any "pay as you go" obligations, in the total principal amount of$515,000.
Any interest on such obligations is deemed an authorized expenditure of tax increments as
described in Section Q.
S. Origjnal T::JX C;::Jpacity.
At the time of the request for certification, the original tax capacity of property within TIP
District No. 12 is expected to be $146,750. This figure represents the property's tax capacity as of
January 2,2004, which is the tax capacity for the current assessment year.
The original local tax rate of TIP District No. 12 is estimated to be 95.782%, which is the
rate for taxes payable in 2004. The actual original local tax will be the rate for taxes payable in
2005, which was not available at the time this plan was proposed.
The County auditor will increase or decrease the original tax capacity of the TIP District as
a result of:
1. change in the tax exempt status of property within the TIF District;
9
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9
2. reduction or enlargement of the geographic boundaries of the TIP District; or
3. reduction of valuation by means of a court-ordered abatement, stipulation
agreement, voluntary abatement made by the assessor or auditor or by order of the
Minnesota Commissioner of Revenue.
4. change in the. classification of property within the TIP District to a
classification that has a different assessment ratio.
Each year the county auditor will measure the increase or decrease in the tax. capacity of the
TIP District. Any year in which the total tax capacity of the TIF District exceeds the adjusted
original tax capacity, an increment will be payable to the Authority. Any year in which. the tax
capacity is below the adjusted original tax capacity, no tax capacity will be captured and no
increment will be payable to the Authority.
T. Estimate of r.::tptnreci T::tx r.::tp::tcity lmci T::tx Increment.
The Authority anticipates that the Challenge Printing, Inc. development will be completed
by the end of2004, creating a total tax capacity for TIF District No. 12 of$258,428 as of January 2,
2005. The captured tax capacity as of that date is estimated to be $71,388 (after deducting for fiscal
disparities) and the first tax increment is estimated to be $68,377 payable in 2006. A complete
schedule of estimated tax increment from the TIP District is shown in Exhibit C.
The estimates shown in this TIP Plan assume that commercial class rates remain at 2.0% of
the estimated market value over $150,000, and that market values increase 3% annually.
In accordance with the TIP Act, fiscal disparities contributions for this economic
development district will be made from within the TIP District, as shown in Exhibit C.
Pursuant to Section 469.177, Subd. 2 of the TIF Act, it is found and declared that all of the
captured tax capacity generated upon full development of all property within the TIF District is
necessary to finance or otherwise make pennissible expenditures authorized by Section 469.176,
Subd. 4 of the TIP Act.
U. DlIration of the TW District.
Pursuant to Section 469.176, Subd. 1b of the TIP Act, the Authority may continue to receive
TIP payments until the earlier of 8 years after the date of receipt of the first increment. Assuming
the first increment is received in 2006, the City expects to collect tax increment through December
31,2014.
V. Estim::tte ofTmp::tct on OtherT::txine Tnrisciictions,
10
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10
The Authority believes that, because the development would not have occurred without tax
increment assistance, the TIF District has no impact on other taxing jurisdictions. However,
assuming the development described in Subsection Q hereof would have occurred without tax
increment assistance, making the anticipated captured tax capacity available to other jurisdictions,
the hypothetical impacts on other jurisdictions are presented in Exhibit D. The tables indicate the
maximum impact in the last year of collection, assuming completion of the Challenge Printing, Inc.
development, commercial class rates remain at 2.0% of value over $150,000, and market values
increase 3% annually through the life of the district.
W. Annm'll Reports.
The Authority will file the annual reports with the State Auditor regarding all TIF Districts
in the City, as required in Sections 469.175, subds. 5 and 6 of the TIF Act.
X. Notific:::Jtlon of Prior Pbnned Tmprovements.
Pursuant to Section 469.177, Subd. 4 of the TIP Act, the Authority reviewed its records
with regard to the property within the TIF District and found no building. permits were issued
during the 18 months immediately preceding approval of the original TIF Plan by the City.
Y. As~essment Agreements.
Pursuant to Section 469.177, Subd. 8 of the TIP Act, the Authority may execute assessment
agreements in recordable form with any property owner which establishes a minimum market value
of the land and improvements for the duration of the TIF District. The assessment agreement, if
any, shall be presented to the Scott County assessor who shall review the plans and specifications
for the improvements constructed or to be constructed, review the market value previously assigned
to the land upon which the improvements are to be constructed and so long as the minimum market
value contained in the assessment agreement appears in the judgment of the assessor to be a
reasonable estimate, the assessor may certifY the minimum market value agreement. The
assessment agreement shall be filed of record in the office of the county recorder or the registrar of
titles of Scott County. Recording or filing of an assessment agreement complying with the terms of
Section 469.177, Subd. 8 of the TIP Act shall constitute notice of the agreement to any subsequent
purchaser or encumbrancer of the land or any part thereof, whether voluntary or involuntary, and
shall. be binding upon them.
11
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EXHIBIT A
Description ofTIF District No. 12
Lot 1, Blockl, Plat # 27154, Valley Park 9th Addition
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A-l
EXHIBIT B
Map ofTIF District No. 12
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CITY OF SHAKOPEE
TIF PROJECT AREA
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EXHIBIT C
Tax Increment Schedules
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('-1
I Assumptions Report I
City of Shakopee, Minnesota
Tax Increment Financing {Economic Development} District No. x
Challenge Printing Project
Scenario A
Type of Tax Increment Financing District Economic Development
Maximum Duration of TIF District 8 years from 1st increment
Projected Certification Request Date 07/01/04
Decertification Date 12/31/14 (9 Years of Increment)
2004/2005
Base Estimated Market Value $7,375,000
Original Net Tax Capacity $146,750
Assessment/Collection Year
2004/2005 2005/2006 2006/2007 2007/2008
Base Estimated Market Value $7,375,000 $7,375,000 $7,375,000 $7,375,000
Increase in Estimated Market Value 0 5,621,400 5,934,050 6,333,300
Total Estimated Market Value $7,375,000 $12,996,400 $13,309,050 $13,708,300
Total Net Tax Capacity $146,750 $258,428 $266,181 $274,166
City of Shako pee 32.433%
Scott County 36.635%
ISD #720 21.517%
Other 5.197%
Local Tax Capacity Rate 95.782% 2003/2004
Fiscal Disparities Contribution From TIF District 36.0770%
Administrative Retainage Percent (maximum = 10%) 5.00%
Pooling Percent 0.00%
Bonds Note (Pav~As-You-Go)
Bonds Dated NA Note Dated 07/01/04
Bond Issue @ 0.00% (NIC) $0 Note Rate 6.00%
Eligible Project Costs $0 Note Amount $513,900
Present Value Date & Rate 07/01/04 6.00%
Notes
Assume $3M Increase in Value on Existing Facility, for Pay 06
Assume New Expansion = $2,621,400 MV
Assume 3% Net Tax Capacity Inflator Over Term of District
Prepared by: Springsted Incorporated (printed on 6/22/2004 at 9:06 AM) Tax Increment Financing -6-18-04.xlsAssumptions
I Projected Tax Increment Report I
City of Shakopee, Minnesota
Tax Increment Financing (Economic Development) District No. x
Challenge Printing Project
Scenario A
Less: Less: Retained Times: Less: Less:
Annual Total Original Fiscal Captured Tax Annual State Aud. Admin. Annual
Period Net Tax Net Tax Oisp.@ Net Tax Capacity Gross Tax Deduction Retainage Net
Ending Capacity * Capacity 36.0770% Capacity Rate Increment 0.360% 5.00% Revenue
1 2 3 4 5 6 7 8 9 10
12/31/04 146,750 146,750 0 0 95.782% 0 0 0 0
12/31/05 146,750 146,750 0 0 95.782% 0 0 0 0
12/31f06 258,428 146,750 40,290 71,388 95.782% 68,377 246 3,407 64,724
12/31/07 266,181 146,750 43,087 76,344 95.782% 73,124 263 3,643 69,218
12f31/08 274,166 146,750 45,968 81.448 95.782% 78,013 281 3,887 73,845
12/31/09 282,391 146,750 48,935 86,706 95.782% 83,049 299 4,138 78,612
12f31/10 290,863 146,750 51,992 92,121 95.782% 88,235 318 4,396 83,521
12/31/11 299,589 146,750 55,140 97,699 95.782% 93,578 337 4,662 88,579
12/31/12 308,577 146,750 58,382 103,445 95.782% 99,081 357 4,936 93,788
12/31/13 317,834 146,750 61,722 109,362 95.782% 104,749 377 5,219 99,153
12/31/14 327,369 146,750 65,162 115,457 95.782% 110,587 398 5,509 104,680
12/31/15 0 0 0 0 95.782% 0 0 0 0
$798,793 $2,876 $39,797 $756,120
* Net Tax Capacity Inflated 3% Annually
Prepared by: Springsted Incorporated (printed on 6/22/2004 at 9:06 AM) Tax Increment Financing -6-18-04.xls
I Projected Pay-As-You-Go Note Report I
City of Shakopee, Minnesota
Tax Increment Financing (Economic Development) District No. x
Challenge Printing Project
Scenario A
Note Date: 07/01/04
Note Rate: 6.00%
Amount: $513,900
Semi-Annual Loan
Net Capitalized Balance
Date Principal Interest P& I Revenue Interest Outstanding
(1) (2) (3) (4) (5) (6) (7l
513,900.00
02101/05 0.00 0.00 0.00 0.00 17,986.50 531,886.50
08/01/05 0.00 0.00 0.00 0.00 15,956.60 547,843.10
02/01/06 0.00 0.00 0.00 0.00 16,435.29 564,278.39
08101/06 15.433.65 16,928.35 32,362.00 32,362.00 0.00 548,844.74
02/01/07 15,896.66 16,465.34 32,362.00 32,362.00 0.00 532,948.08
08/01/07 18,620.56 15,988.44 34,609.00 34,609.00 0.00 514,327.52
02/01108 19,179.17 15,429.83 34,609.00 34,609.00 0.00 495,148.35
08/01/08 22,068.05 14,854.45 36,922.50 36,922.50 0.00 473,080.30
02/01/09 22,730.09 14,192.41 36,922.50 36,922.50 0.00 450,350.21
08/01/09 25,795.49 13,510.51 39,306.00 39,306.00 0.00 424,554.72
02/01/10 26,569.36 12,736.84 39,306.00 39,306.00 0.00 397,985.36
08/01/10 29,820.94 11,939.56 41,760.50 41,760.50 0.00 368,184.42
02/01/11 30,715.57 11,044.93 41,760.50 41,760.50 0.00 337,448.85
08/01/11 34,166.03 10,123.47 44,289.50 44,289.50 0.00 303,282.82
02/01/12 35,191.02 9,098.48 44,289.50 44,289.50 0.00 268,091.80
08/01/12 38,851.25 8,042.75 46,894.00 46,894.00 0.00 229,240.55
02/01/13 40,016.78 6,877.22 46,894.00 46,894.00 0.00 189,223.77
08/01/13 43,899.79 5,676.71 49,576.50 49,576.50 0.00 145,323.98
02/01/14 45,216.78 4.359.72 49,576.50 49,576.50 0.00 100,107.20
08/01/14 49,336.78 3,003.22 52,340.00 52,340.00 0.00 50,770.42
02/01/15 50,770.42 1,523.11 52,293.53 52,293.53 0.00 0.00
08/01115 0.00 0.00 0.00 0.00 0.00 0.00
02/01/16 0.00 0.00 0.00 0.00 0.00 0.00
08/01/16 0.00 0.00 0.00 0.00 0.00 0.00
02/01/17 0.00 0.00 0.00 0.00 0.00 0.00
08/01/17 0.00 0.00 0.00 0.00 0.00 0.00
02/01/18 0.00 0.00 0.00 0.00 0.00 0.00
08/01/18 0.00 0.00 0.00 0.00 0.00 0.00
02/01/19 0.00 0.00 0.00 0.00 0.00 0.00
08/01/19 0.00 0.00 0.00 0.00 0.00 0.00
02/01/20 0.00 0.00 0.00 0.00 0.00 0.00
08/01/20 0.00 0.00 0.00 0.00 0.00 0.00
02/01/21 0.00 0.00 0.00 0.00 0.00 0.00
08/01/21 0.00 0.00 0.00 0.00 0.00 0.00
02/01/22 0.00 0.00 0.00 0.00 0.00 0.00
08/01/22 0.00 0.00 0.00 0.00 0.00 0.00
02101123 0.00 0.00 0.00 0.00 0.00 0.00
08/01/23 0.00 0.00 0.00 0.00 0.00 0.00
02/01/24 0.00 0.00 0.00 0.00 0.00 0.00
08/01/24 0.00 0.00 0.00 0.00 0.00 0.00
02/01/25 0.00 0.00 0.00 0.00 0.00 0.00
08/01/25 0.00 0.00 0.00 0.00 0.00 0.00
02/01126 0.00 0.00 0.00 0.00 0.00 0.00
08/01/26 0.00 0.00 0.00 0.00 0.00 0.00
02101/27 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
02101/29 0.00 0.00 0.00 0.00 0.00 0.00
08101/29 0.00 0.00 0.00 0.00 0.00 0.00
02101/30 0.00 0.00 0.00 0.00 0.00 0.00
08101/30 0.00 0.00 0.00 0.00 0.00 0.00
02101/31 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
02101/32 0.00 0.00 0.00 0.00 0.00 0.00
$564,278 $191,795.14 $756,073.53 $756,073.53 $50,378.39
Surplus Tax Increment 46.47
Total Net Revenue $756,120.00
Prepared by: Springsted Incorporated (printed on 6/22/2004 at 9:06 AM) Tax Increment Financing -6-18-04.xls
"
I Market Value Analysis Report I
City of Shakopee, Minnesota
Tax Increment Financing (Economic Development) District No. x
Challenge Printing Project
Scenario A
Assumptions
Present Value Date 07/01/04
P.V. Rate - Gross T.!. 6.00%
Increase in EMV With TIF District $5,621,400
Less: P.V of Gross Tax Increment 548,411
Subtotal $5,072,989
Less: Increase in EMV Without TIF 0
Difference $5,072,989
Annual Present
Gross Tax Value @
Year Increment 6.00%
1 2006 68,377 59,975
2 2007 73,124 60,508
3 2008 78,013 60,900
4 2009 83,049 61,162
5 2010 88,235 61,303
6 2011 93,578 61,335
7 2012 99,081 61,266
8 2013 104,749 61,104
9 2014 110,587 60,858
10 2015 0 0
11 2016 0 0
12 2017 0 0
13 2018 0 0
14 2019 0 0
15 2020 0 0
16 2021 0 0
17 2022 0 0
18 2023 0 0
19 2024 0 0
20 2025 0 0
21 2026 0 0
22 2027 0 0
23 2028 0 0
24 2029 0 0
25 2030 0 0
26 2031 0 0
$798,793 $548,411
Prepared by: Springsted Incorporated (6/22/2004)
EXHIBIT D
Estimated Impact on Other Taxing Jurisdictions
JAE 249534
SH235-15
D-l
Estimated 1m act on Other Taxin Jurisdictions Report
City of Shakopee, Minnesota
Tax Increment Financing (Economic Development) District No. x
Challenge Printing Project
Scenario A
Without
Project or TIF District With Project and TIF District
Projected Hypothetical
2003/2004 2003/2004 Retained New Hypothetical Hypothetical Tax Generated
Taxable 2003/2004 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 23,693,971 32.433% 23,693,971 $115,457 23,809,428 32.276% 0.157% 37,265
Scott County 87,215.714 36.635% 87,215.714 115,457 87.331.171 36.587% 0.048% 42.242
ISO #720 26.664.043 21.517% 26,664.043 115,457 26.779.500 21.424% 0.093% 24.736
Other (2) --- 5.197% --- 115,457 --- 5.197% --- ---
Totals 95.782% 95.484% 0.298%
. 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 0.298% (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 TIFDistrict 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 5.43% of the total tax rate.
Prepared by: Springsted Incorporated (6/22/2004)
First Draft
July 1, 2004
CONTRACT
FOR
PRIVATE REDEVELOPMENT
By and Between
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA
and
CHALLENGE PRINTING, INC.
Dated as of: July --' 2004
This document was drafted by:
KENNEDY & GRAVEN, Chartered
470 Pillsbury Center
Minneapolis, Minnesota 55402
(612) 337-9300
http://www.kennedy-graven.com
JAE 249779
SH235-15
TABLE OF CONTENTS
Page
PREAMBLE .........................................................................................................................................1
ARTICLE I
Definitions
Section 1.1. Definitions............................................................................................... .......................2
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority............. ........................ ............. ..... .......... ....... .........5
Section2.2. Representations and Warranties by the Redeveloper ...................................................5
ARTICLE III
Property ACQuisition
Section 3.1. Status of Redevelopment Property..... .................... ........ .......... .......... ......... ..... ............ 7
Section 3.2. Environmental Conditions ............... .... ... .... ...................................... ............... ....... ......7
Section 3.3 Issuance of Note.. .... ............... ......... ........... ....... ....... .............. ................... ............... .....7
Section 3.4. Business Subsidy Agreement ......... ............................ ............... .................. ..... ............8
Section 3.5. Payment of Authority Costs .......................................................................................10
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. Records ....................................................................................................................... 14
ARTICLE V
Insurance
Section 5.1. Insurance..................................................................................................................... 15
Section 5.2. Subordination.............................................................................................................. 16
ARTICLE VI
Tax Increment~ Taxes
Section 6.1. Right to Collect Delinquent Taxes .............................................................................17
Section 6.2. Review of Taxes.. ....... .... .................. ................... .... .............. ..... ................. ........... ....17
JAE 249779
SH235-15 1
ARTICLE VII
Other Financin2
Section 7.1. Generally..... ....... ......... ........ .......... .................... ................. ...... ........ .............. ............. 18
Section 7.2. Authority's Option to Cure Default on Mortgage ......................................................18
Section 7.3. Modification; Subordination.... .......................... .................. ................ ....... .......... ...... 18
ARTICLE VIII
Prohibitions A2ainst Assi2nment and Transfer~ Indemnification
Section 8.l. Representation as to Development ............... .............. .., .......... .., ........... ............. ........19
Section 8.2. Prohibition Against Redeveloper's Transfer of Property and
Assignment of Agreement .... ............................. .............. .............. ....... .......... ........... .19
Section 8.3. Release and Indemnification Covenants ................................. ........ ........................... 20
ARTICLE IX
Events of Default
Section 9.l. Events of Default Defined. ..... ..................... ......................... ................. ..... ................22
Section 9.2. Remedies on Default ..................................................................................................22
Section 9.3. No Remedy Exclusive.. ........ ....................... .... .................. .... .................. .,...... ........... 22
Section 9.4. No Additional Waiver Implied by One Waiver ........................................................23
Section 9.5. Attorney Fees.. ...... ................... ....................... ...... ................ ...................... ....... ......... 23
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable..................................24
Section 10.2. Equal Employment Opportunity................. ...... ............ ......... ... ...... ....... .................... 24
Section 10.3. Restrictions on Use.. .... .... ...... ...... ... .... ................. ........................ ...................... .........24
Section 10.4. Provisions Not Merged With Deed ............................................................................24
Section 10.5. Titles of Articles and Sections... ............ ...................... .............................. ................. 24
Section 10.6. Notices and Demands.... ..... ......... ..................... .................... ..... ......... ... ............ .........24
Section 10.7. Counterparts.... .... .............. ...... .... .................. ........................... .... .......................... .....25
Section 10.8. Recording.................................................................................................................... 25
Section 10.9. Amendment.. ....................... .......................... ... ........................ ................................... 25
Section 10.10. Authority Approvals ...................................................................................................25
TESTIMONIUM ................................................................................................................................26
SIGNATURES .. ........... ............ ..................................... ......... .......... ... .............. ................................. 26
SCHEDULE A Redevelopment Property
SCHEDULE B Authorizing Resolution
SCHEDULE C Certificate of Completion
SCHEDULE D Subordination Agreement
JAE 249779
SH235-15 11
CONTRACT FOR PRIVATE REDEVELOPMENT
THIS AGREEMENT, made as of the _ day of July, 2004, by and between the
Economic Development Authority for the City of Shakopee, Minnesota (the "Authority"), a public
body corporate and politic under the laws of Minnesota, and Challenge Printing, Inc. (the
"Redeveloper"), a Minnesota corporation.
WITNESSETH:
WHEREAS, the Authority was created pursuant to Minnesota Statutes Sections 469.090 to
469.1081 (the "Act") and was authorized to transact business and exercise its powers by a resolution
ofthe City Council of the City; and
WHEREAS, the Authority 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 of Shakopee, Minnesota (the "City"), and in this connection created
the Minnesota River Valley Housing and Redevelopment Project No. 1 (hereinafter referred to as
the "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 (the "HRA Act"); and
WHEREAS, by resolution dated April 4, 1995, the City Council transferred control,
authority and operation of the Project to the Authority, which currently administers the Project,
exercising the powers of a housing and redevelopment authority under the Act, in accordance with
Minnesota Statutes, Sections 469.090 to 469.1081 (the "EDA Act"); and
WHEREAS, pursuant to the Act, the Authority is authorized to undertake certain activities
to prepare such real property for development and redevelopment by private enterprise; and
WHEREAS, the Redeveloper has proposed to acquire certain property (the "Redevelopment
Property") in the Project Area and to develop a new manufacturing, office and storage facility to be
constructed as an expansion of an existing manufacturing facility in the Project (the "Minimum
Improvements"); and
WHEREAS, the Authority has established the Tax Increment Financing District No. 12
("TIF District") pursuant to Minnesota Statutes, Sections 469.174 to 469.179, made up of the area to
be redeveloped by the Redeveloper; and
WHEREAS, the Authority believes that the development of the Redevelopment Property
pursuant to and in general fulfillment of this Agreement, are in the vital and best interests of the
City, will promote the health, safety, morals, and welfare of its residents, and will be in accord with
the public purposes and provisions of the applicable State and local laws and requirements under
which the Project 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:
JAB 249779
SH235-15 1
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means Minnesota Statutes Sections 469.090 to 469.1081, as amended.
"Agreement" means this Agreement, 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 ofthe Authority, substantially in the form of
attached Schedule B to be adopted by the Authority to approve this Agreement and authorize the
issuance of the Note.
"Available Tax Increment" has the meaning provided in the Authorizing Resolution.
"Business Day" means any day except a Saturday, Sunday, legal holiday, a. day on which
the City is closed for business, or a day on which banking institutions in the City are authorized by
law or executive order to close.
"Business Subsidy Act" means Minnesota Statutes, Section 116J.994, as amended.
"City" means the City of Shakopee, Minnesota.
"Certificate of Completion" means the certification provided to the Redeveloper, or the
purchaser of any part, parcel, or unit of the Redevelopment Property, pursuant to Section 4.4 of this
Agreement.
"Construction Plans" means the plans, specifications, drawings and related documents on
the construction work to be performed by the Redeveloper on the Redevelopment Property which
(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
for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan for each
floor; (5) cross sections of each (length and width); (6) elevations (all sides); (7) landscape plan; and
(8) such other plans or supplements to the foregoing plans as the Authority may reasonably request
to allow it to ascertain the nature and quality of the proposed construction work.
JAE 249779
SH235-15 2
"County" means the Scott County, Minnesota.
"EDA Act" means Minnesota Statutes, Sections 469.090 to 469.1081
"Event of Default" means an action by the Redeveloper 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.
"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 construction on the Redevelopment Property of an
approximately 74,260 square foot manufacturing, office, and warehouse facility, as an expansion of
the existing manufacturing facility on that property.
"Mortgage" means any mortgage made by the Redeveloper that is secured, in whole or in
part, with the Redevelopment Property and that is a permitted encumbrance pursuant to the
provisions of Article vm 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 Redeveloper in accordance with
Section 3.3 hereof.
"Project" means the Minnesota River Valley Housing and Redevelopment Project No.1.
"Project Area" means the property within the Project, as described in the Project Plan.
"Redeveloper" means Challenge Printing, Inc.,. a Minnesota corporation, or its permitted
successors and assigns.
"Redevelopment Plan" means the Redevelopment Plan for the Project.
"Redevelopment Property" means the real property described in Schedule A of this
Agreement.
"State" means the state of Minnesota.
"Tax Increment" means that portion ofthe real property taxes that is paid with respect to the
Redevelopment Property and that is remitted to the Authority as tax increment pursuant to the Tax
Increment Act.
JAE 249779
SH235-15 3
"Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota
Statutes Sections 469.174 to 469.179, as amended.
"Tax Increment District" or "TIF District" means Tax Increment Financing District No. 12,
an economic development tax increment financing district created by the City and the Authority.
"Tax Increment Plan" or "TIP Plan" means the Tax Increment Financing Plan for the TIF
District approved by the City Council on July 6, 2004, 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 ofthe 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 Redevelopment Property, which directly result in delays.
Unavoidable Delays shall not include delays experienced by the Redeveloper 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.
JAE 249779
SH235-15 4
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority. (a) The Authority is an economic
development authority duly organized and existing under the laws of the State. Under the
provisions of the 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 Redeveloper 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 activities of the Authority are undertaken for the purpose of fostering the
redevelopment of certain real property that is occupied by an underutilized building, which will
revitalize this portion of the Project Area, increase tax base, and increase employment opportunities.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper
represents and warrants that:
(a) The Redeveloper is a corporation, duly organized and in good standing under the
laws of the. State, is not in violation of any provisions of its articles of incorporation or bylaws, 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 the
officers of its board of directors.
(b) If the conditions precedent to construction occur, the Redeveloper will construct the
Minimum hnprovements 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 Redeveloper will use reasonable efforts to secure all permits, licenses and
approvals necessary for construction of the Minimum Improvements.
(d) The Redeveloper has received no notice or communication from any local, state or
federal official that the activities ofthe Redeveloper 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 Redeveloper 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.
JAE 249779
SH235-15 5
(e) The Redeveloper will cause construction of the Minimum Improvements in
accordance with all local, state or federal energy-conservation laws or regulations.
(f) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the
terms, conditions or provisions of any corporate restriction or any evidences of indebtedness,
agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(g) The proposed development by the Redeveloper hereunder would not occur but for
the tax increment financing assistance being provided by the Authority hereunder.
JAE 249779
SH235-15 6
ARTICLE III
Property Acquisition
Section 3.1. Status of Redevelopment Property. As of the date of this Agreement, the
Redeveloper has entered into a purchase agreement to acquire the Redevelopment Property (the
"Purchase Agreement"). The Authority has no obligation to acquire the Redevelopment Property.
Section 3.2. Environmental Conditions. (a) The Redeveloper acknowledges that the
Authority makes no representations or warranties as to the condition of the soils on the
Redevelopment Property or the fitness of the Redevelopment Property for construction of the
Minimum Improvements or any other purpose for which the Redeveloper may make use of such
property, and that the assistance provided to the Redeveloper under this Agreement neither implies
any responsibility by the Authority or the City for any contamination of the Redevelopment
Property nor imposes any obligation on such parties to participate in any cleanup of the
Redevelopment Property.
(b) Without limiting its obligations under Section 8.3 of this Agreement the
Redeveloper further agrees that it will indenmify, 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 Redevelopment
Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of
the actions or omissions of the indenmitees. 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. Issuance of Note. (a) Generally. The Authority is authorized to acquire real
property and convey such property to private entities at a price determined by the Authority in order
to facilitate development or redevelopment of the property. The Authority has determined that, in
order to make development of the Minimum Improvements financially feasible, it is necessary to
reduce the cost of acquisition of the Redevelopment Property. The Authority has also determined
that, in light of potential liability that could be incurred by the Authority if the Authority takes title
to the Redevelopment Property, it in the best interest of the Authority for the Redeveloper to acquire
the Redevelopment Property directly from the third party owner pursuant to the Purchase
Agreement.
(b) Terms. In order to reimburse the Redeveloper for a portion of the costs of
acquisition of the Redevelopment Property, the Authority shall issue and the Redeveloper shall
purchase the Note in the maximum principal amount of $513,900. The Authority and the
Redeveloper agree that the Note is issued in consideration of the purchase price paid by the
Redeveloper for acquisition of the Redevelopment Property. The Authority shall approve the
Authorizing Resolution and issue and deliver the Note upon closing on the acquisition by the
Redeveloper of the Redevelopment Property, provided that before delivery of the Note the
Redeveloper shall have
(i) delivered to the Authority a copy of the purchase agreement;
JAE 249779
SH235-15 7
(ii) submitted and obtained Authority approval of financing in accordance with
Section 7.1; and
(iii) delivered to the Authority an investment letter in a form reasonably
satisfactory to the Authority.
The terms of the Note will be substantially those set forth in the form ofthe Note shown in
Schedule B.
(c) Termination of right to Note. Notwithstanding anything to the contrary in this
Agreement, if th~ conditions for delivery of the Note are not met by October 1, 2004, the Authority
may terminate the Note and this Agreement by ten days written notice to the Redeveloper.
Thereafter neither party shall have any obligations or liability to the other hereunder, except that any
obligations of the Redeveloper under Sections 3.5 and 8.3 survive such termination.
Section 3.4. Business Subsidy Agreement. The provisions of this Section constitute the
"business subsidy agreement" in connection with the business subsidy provided by the Authority
and the City for the purposes of Minnesota Statutes Section 116J.993 to 116J.995 (the "Business
Subsidy Act").
(a) General Terms. The parties agree and represent to each other as follows:
(i) The subsidy provided to the Redeveloper consists of reimbursements of a
portion of the costs of acquiring the Redevelopment Property through the issuance.ofthe
Note in the maximum aggregate principal amount of $513,900. The Note is secured
solely by the Tax Increment generated from the TIF District, which is an economic
development district.
(ii) The public purposes of the subsidy are to provide employment
opportunities and increase the tax base oftheCity and the State.
(iii) The goals for the subsidy are: to secure development of the
Redevelopment Property; to maintain the Redevelopment Property as a manufacturing,
warehouse, and related office facility as described in clause (vi) below; and to create the
jobs and wage levels in accordance with Section 3.4(b) hereof.
(iv) If the goals described in clause (iii) are not met, the Redeveloper must
make the payments to the City described in Section 3.4(c).
JAE 249779
SH235-15 8
(v) The subsidy is needed to induce the Redeveloper to relocate its operations to
the City, thus preserving and enhancing job and tax base growth for the City, County and
the State as a whole. The Redeveloper operates an existing facility in another City within
the State at a site that cannot accommodate operations without expansion. Absent the
subsidy provided in this Agreement, the expansion would likely occur in another state or
outside the United States.
(vi) The Redeveloper must continue operation of the Minimum Improvements
as a manufacturing, warehouse, and related office facility through the Maturity Date, or
for at least five years after the date of issuance of the Certificate of Completion,
whichever is later.
(vii) The Redeveloper is a wholly owned corporation and does not have a parent
corporation.
(viii) In addition to the tax increment financing, the Redeveloper expects to
receive a Minnesota Investment Loan through the City in the estimated amount of
$500,000 or such other amount as is awarded by the Minnesota Department of Trade and
Economic Development pursuant to its Minnesota Investment Fund Program. The
Redeveloper also expects to receive a Minnesota Job Skills Partnership grant in the
amount of $400,000 or such other amount as is awarded by the Minnesota Department of
Employment and Economic Development. These loans will also constitute business
subsidies under the Business Subsidy Act. The Authority or City and Redeveloper will
enter into a separate business subsidy agreement related to each ofthese loans.
(ix) The fair market value of the subsidy provided to the Redeveloper is
$513,900, the principal amount ofthe Note.
(b) Job and Wage Goals. Within two years after the Benefit Date, the Redeveloper
shall cause to be created at least 460 full-time equivalent jobs on the Redevelopment Property
(including approximately 380 jobs previously existing in the State as of the date of this
Agreement and relocated to this site). In addition, within two years after the Benefit Date, the
Redeveloper shall cause the wages for at least 339 of the full-time equivalent jobs to be no less
than $12.00 per hour, exclusive of benefits and shall cause the wages of 80 full-time equivalent
jobs to be no less than $14.16 per hour, exclusive of benefits. The "Benefit Date" is the earliest
of: (i) the date of issuance of the Certificate of Completion for the Minimum Improvements, or
(ii) the date the Redeveloper occupies the Minimum Improvements.
Notwithstanding anything to the contrary herein, if the wage and job goals described in
this paragraph are met within two years after the Benefit Date, those goals are deemed satisfied
despite the Redeveloper's continuing obligations under Sections 3.4(a)(vi) and 3.4(d). The
Authority may, after public hearings held by the City Council and the Board of Commissioners of
the Economic Development Authority and approval by both bodies, extend the date for
compliance with these job and wage covenants by up to one year, provided that nothing in this
section will be construed to limit the Authority's or the City's legislative discretion regarding
this matter.
JAE 249779
SH235-15 9
(c) Remedies. If the Redeveloper fails to meet the goals described in Section
3.4(a)(iii), the Note and this Agreement will be deemed terminated, and the Redeveloper shall
repay to the Authority upon written demand from the Authority a "pro rata share" of prior
payments under the Note, if any, together with interest on such amounts at the implicit price
deflator as defined in Section 116J .994, Subd. 6 of the Business Subsidy Act, accrued from the
date of issuance of the Certificate of Completion to the date of payment. The term "pro rata
share" means percentages calculated as follows:
(i) if the failure relates to the number of jobs, the jobs required less the jobs
created, divided by the jobs required;
(ii) if the failure relates to wages, the number of jobs required less the number of
jobs that meet the required wages, divided by the number of jobs required;
(iii) if the failure relates to maintenance of the facility in accordance with Section
3.4(a)(vi), 60 less the number of months of operation as a qualifying facility (where any
month in which the facility is in operation for at least 15 days constitutes a month of
operation), commencing on the date of the certificate of completion and ending with the
date the facility ceases operation as determined by the Authority, divided by 60; and
(iv) if more than one of the clauses (i) through (iii) apply, the sum of the
applicable percentages, not to exceed 100%.
Nothing in this Section shall be construed to limit the Authority's remedies under Article
IX hereof In addition to the remedy described in this Section and any other remedy available to
the Authority for failure to meet the goals stated in Section 3.4(a)(iii), the Redeveloper agrees
and understands that it may not receive a business subsidy from the Authority, the City, or any
other grantor (as defined in the Business Subsidy Act) for a period of five years from the date of
the failure or until the Redeveloper satisfies its repayment obligation under this Section,
whichever occurs first.
(d) Reports. The Redeveloper must submit to the Authority, with a copy to the City,
a written report regarding business subsidy goals and results by no later than March 1 of each
year, commencing March 1, 2005 and continuing until the later of (i) the date the goals stated in
Section 3.4 (a)(iii) are met; (ii) 30 days after expiration of the five-year period described in
Section 3.4(a)(vi); or (iii) if the goals are not met, the date the subsidy is repaid in accordance
with Section 3.4(c). The report must comply with Section 116J.994, subdivision 7 of the
Business Subsidy Act. The Authority will provide information to the Redeveloper regarding the
required forms. If the Redeveloper fails to timely file any report required under this Section, the
Authority will mail the Redeveloper a warning within one week after the required filing date. If,
after 14 days of the postmarked date of the warning, the Redeveloper fails to provide a report,
the Redeveloper must pay to the Authority a penalty of $100 for each subsequent day until the
report is filed. The maximum aggregate penalty payable under this Section is $1,000.
JAE 249779
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Section 3.5. Payment of Authority Costs. The Redeveloper agrees that it will pay, within
15 days after written notice from the Authority, the reasonable costs of consultants and attorneys
retained by the Authority in connection with the creation of the TIP 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 Redeveloper, upon application
for assistance from the City or Authority, will be credited to the Redeveloper's obligation under this
Section. Upon termination of this Agreement in accordance with its terms, the Redeveloper remains
obligated under this section for costs incurred through the effective date oftermination.
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ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements. The Redeveloper agrees that it will construct
or cause construction of the Minimum Improvements on the Redevelopment Property in accordance
with the approved Construction Plans and that it will, during any period while the Redeveloper
retains ownership of any portion of the Minimum Improvements, operate and maintain, preserve
and keep the Minimum Improvements or cause the Minimum Improvements to be 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 Redeveloper 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 conformity with this Agreement, the Redevelopment Plan and all
applicable State and local laws and regulations. The Authority 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 Redeveloper for construction of the Minimum Improvements; and (vi) no Event of
Default has occurred. No approval by the Authority shall relieve the Redeveloper of the obligation
to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances,
rules and regulations, or to construct the Minimum Improvements in accordance therewith. No
approval by the Authority shall constitute a waiver of an Event of Default. If approval of the
Construction Plans is requested by the Redeveloper in writing at the time of submission, such
Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole
or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 20
days after the date of receipt of final plans from the Redeveloper. If the Authority rejects any
Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction
Plans within 20 days after written notification to the Redeveloper 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's approval shall not be unreasonably withheld. 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.
The Redeveloper hereby waives any and all. claims and causes of action whatsoever
resulting from the review of the Construction Plans by the Authority and/or any changes in the
Construction Plans requested by the Authority. Neither the Authority, the Authority, nor any
employee or official ofthe Authority or City shall be responsible in any manner whatsoever for any
defect in the Construction Plans or in any work done pursuant to the Construction Plans, including
changes requested by the Authority.
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(b) If the Redeveloper desires to make any material change in the Construction Plans or
any component thereof after their approval by the Authority, the Redeveloper shall submit the
proposed change to the Authority for its approval. For the purpose of this section, the term
"material" means changes that increase or decrease construction costs by $100,000 or more. 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 Redeveloper 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 Redeveloper, setting
forth in detail the reasons therefor. Such rejection shall be made within 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.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays, the Redeveloper shall commence construction of the Minimum Improvements within 90
days after closing on Redeveloper's acquisition of the Redevelopment Property. Subject to
Unavoidable Delays, the Redeveloper shall complete the construction of the Minimum
Improvements by December 31, 2004. All work with respect to the Minimum Improvements to be
constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity
with the Construction Plans as submitted by the Redeveloper and approved by the Authority.
The Redeveloper agrees for itself, its successors, and assigns, and every successor in interest
to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and
assigns, shall promptly begin and diligently prosecute to completion the development of the
Redevelopment 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 Redeveloper shall make reports, in such detail
and at such times as may reasonably be requested by the Authority, but no more than monthly, as to
the actual progress of the Redeveloper 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 Redeveloper to construct the Minimum Improvements (including the dates for
beginning and completion thereof), the Authority Representative will furnish the Redeveloper with
a Certificate shown as Schedule D.
(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 30 days after written request by the Redeveloper, provide the Redeveloper with a
written statement, indicating in adequate detail in what respects the Redeveloper 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 it will be necessary, in the opinion of the Authority,
for the Redeveloper to take or perform in order to obtain such certification.
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(c) The construction the Minimum Improvements shall be deemed to be complete upon
a determination by the Authority Representative that all Minimum Improvements on the
Redevelopment Property have been substantially completed in accordance with approved
Construction Plans.
Section 4.5. Records. The Authority and the City through any authorized representatives,
shall have the right at all reasonable times after reasonable notice to inspect, examine and copy all
books and records of Redeveloper relating to the Minimum Improvements. Redeveloper shall also
use best efforts to cause the contractor or contractors, all sub-contractors and their agents, and
lenders to make their books and records relating to the Project to the Authority and City, upon
reasonable notice, for inspection, examination and audit. Such records shall be kept and maintained
by Redeveloper through the Maturity Date.
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ARTICLE V
Insurance
Section 5.1. Insurance. (a) The Redeveloper 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,fumish the
Authority 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 100% of the principal amount of the Bonds,
and with coverage available in nonreporting form on the so-called "allrisk" form of policy.
The interest of the Authority shall be protected in accordance with a clause in form and
content satisfactory to the Authority;
(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
shall be listed as an additional insured on the policy; and
(iii) Workers' compensation insurance, with statutory coverage, provided that the
Redeveloper 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 hnprovements and prior to the
Maturity Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense,
and from time to time at the request of the Authority 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 City and Authority as additional insureds.
(iii) Such other insurance, including workers' compensation insurance respecting
all employees of the Redeveloper, in such amount as is customarily carried by like
organizations engaged in like activities of comparable size and liability exposure; provided
that the Redeveloper may be self-insured with respect to aU or any part of its liability for
workers' compensation.
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(c) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Redeveloper that are authorized
under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will
deposit annually with the Authority policies evidencing all such insurance, or a certificate or
certificates or binders of the respective insurers stating that such insurance is in force and effect.
Unless otherwise provided in this Article 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 Redeveloper and the
Authority at least 30 days before the cancellation or modification becomes effective. ill lieu of
separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a
combination thereof, having the coverage required herein, in which event the Redeveloper 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 Redeveloper agrees to notify the Authority immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the Minimum hnprovements or any portion
thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair,
reconstruct, and restore 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 Redeveloper will apply the net
proceeds of any insurance relating to such damage received by the Redeveloper to the payment or
reimbursement ofthe costs thereof.
The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum
Improvements, regardless of whether the net proceeds of insurance received by the Redeveloper 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 Redeveloper.
(e) In lieu of its obligation to reconstruct the Minimum Improvements as set forth in this
Section, the Redeveloper shall have the option of: (i) paying to the Authority an amount that, in the
opinion of the Authority and its fiscal consultant, is sufficient to payor redeem the outstanding
principal and accrued interest on the Note, or (ii) so long as the Redeveloper is the owner of the
Note, waiving its right to receive subsequent payments under the Note.
(f) The Redeveloper 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 herein, the rights of
the Authority with respect to the receipt and application of any insurance proceeds shall, in all
respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant
to Article VII ofthis Agreement.
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ARTICLE VI
Tax Increment: Taxes
Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the
Authority is providing substantial aid and assistance. in furtherance of the development through
reimbursement of land acquisition costs. The Redeveloper understands that the Tax Increments
pledged to payment on the Note are derived from real estate taxes on the Redevelopment Property,
which taxes must be promptly and timely paid. To that end, the Redeveloper 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 Redevelopment Property and the Minimum Improvements.. The Redeveloper
acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the
Redeveloper 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.
Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the Maturity Date it
will not cause a reduction in the real property taxes paid in respect of the Redevelopment Property
through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful
refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this. Agreement,
except as provided in Section 5.1(e). The Redeveloper also agrees that it will not, prior to the
Maturity Date, seek exemption from property tax for the Redevelopment Property or any portion
thereof or transfer or permit the transfer of the Redevelopment Property to any entity that is exempt
from real property taxes and state law (other than any portion thereof dedicated or conveyed to the
City in accordance with platting of the Redevelopment Property), or apply for a deferral of property
tax on the Redevelopment Property pursuant to any law.
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ARTICLE VII
Other Financin2
Section 7.1. Generally. Before issuance of the Note, the Redeveloper shall submit to the
Authority or provide access thereto for review by Authority staff, consultants and agents, evidence
reasonably satisfactory to the Authority that Redeveloper 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 Redeveloper's funds is provided through mortgage financing, and there occurs a default under
any Mortgage authorized pursuant to Article vn of this Agreement, the Redeveloper shall cause the
Authority to receive copies of any notice of default received by the Redeveloper 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 Redeveloper within such cure periods as are available to the
Redeveloper under the Mortgage documents.
Section 7.3. Modification~ Subordination. If Redeveloper 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,
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.
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ARTICLE VIII
Prohibitions A2ainst Assi2nment and Transfer~ Indemnification
Section 8.1. Representation as to Development. The Redeveloper represents and agrees
that its purchase of the Redevelopment Property, and its other undertakings pursuant to the
Agreement, are, and will be used, for the purpose of development of the Redevelopment Property
and not for speculation in land holding.
Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of
Agreement. The Redeveloper represents and agrees that prior to issuance of a Certificate of
Completion for all of the Minimum Improvements:
(a) Except only by way of security for, and only for, the purpose of obtaining financing
necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or
any part thereof, to perform its obligations with respect to undertaking the redevelopment
contemplated under this Agreement, and any other purpose authorized by this Agreement, the
Redeveloper 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 Redevelopment 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 Redeveloper (collectively, a "Transfer"), without the
prior written approval of the Authority (whose approval will not be unreasonably withheld, subject
to the standards described in paragraph (b) of this Section) unless the Redeveloper remains liable
and bound by this Redevelopment Agreement in which event the Authority's approval is 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
Redeveloper by another entity or merger of Redeveloper with another entity.
(b) In the event the Redeveloper, upon Transfer of the Redevelopment Property or any
portion thereof either before or after issuance of the final Certificate of Completion, seeks to be
released from its obligations under this Redevelopment Agreement as to the portions of the
Redevelopment Property that is transferred, the Authority 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 Authqrity, necessary and adequate to fulfill
the obligations undertaken in this Agreement by the Redeveloper as to the portion of the
Redevelopment Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the
Authority and in form recordable in the public land records of Scott County, Minnesota,
shall, for itself and its successors and assigns, and expressly for the benefit of the Authority,
have expressly assumed all ofthe obligations ofthe Redeveloper under this Agreement as to
the portion of the Redevelopment Property to be transferred and agreed to be subject to all
JAE 249779
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the conditions and restrictions to which the Redeveloper is subject as to such portion;
provided, however, that the fact that any transferee of, or any other successor in interest
whatsoever to, the Redevelopment Property, 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) deprive the Authority of any rights or remedies or controls with respect to the
Redevelopment Property, the Minimum Improvements or any part thereof or the
construction ofthe Minimum Improvements; it being the intent ofthe 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 Redevelopment Property 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 of or
with respect to any rights or remedies on controls provided in or resulting from this
Agreement with respect to the Redevelopment Property that the Authority would have had,
had there been no such transfer or change. In the absence of specific written agreement by
the Authority to the contrary, no such transfer or approval by the Authority thereof shall be
deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement
or otherwise with respect to the Redevelopment Property, 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 Redevelopment Property governed by this
Article Vill, shall be in a form reasonably satisfactory to the Authority.
In the event the foregoing conditions are satisfied then the Redeveloper shall be released from its
obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred,
assigned, or otherwise conveyed.
Section 8.3. Release and Indemnification Covenants. (a) Except for any willful
misrepresentation or any willful or wanton. misconduct or negligence of the Indemnified Parties
as hereinafter defined, and except for any breach by any of the Indemnified Parties of their
obligations under this Agreement, the Redeveloper 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 Redevelopment 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 Redeveloper 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
JAE 249779
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acquisition, construction, installation, ownership, maintenance, and operation ofthe Redevelopment
Property.
(c) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties as hereinafter defined, and except for any breach by any of
the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall
not be liable for any damage or injury to the persons or property of the Redeveloper or its officers,
agents, servants, or employees or any other person who may be about.the Redevelopment Property
or Minimum Improvements.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority
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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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,
anyone or more of the following events, after the non-defaulting party provides 30 days written
notice to the defaulting party of the event, but only if the event has not been cured within said 30
days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within
such 30-day period, provide assurances reasonably satisfactory to the party providing notice of
default that the event will be cured and will be cured as soon as reasonably possible:
(a) Failure by the Redeveloper or Authority to observe or perform any covenant,
condition, obligation, or agreement on its part to be observed or performed under this Agreement.
(b) If, before issuance of the certificate of completion for all the Minimum
Improvements, the Redeveloper 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 Authority may:
(a) Suspend its performance under the Agreement until it receives assurances that the
defaulting party will cure its default and continue its performancc undcr thc Agrccment.
(b) Upon a default by the Redeveloper, the Authority may terminate the Note and this
Agreement.
(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
performance and observance of any obligation, agreement, or covenant under this Agreement.
Section 9.3. No Remedv 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
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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. To entitle the Authority 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 9.4. 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 9.5. Attorney Fees. Whenever any Event of Default occurs and if the Authority
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 Redeveloper under this Agreement, the Redeveloper agrees that it shall, within 10 days of
written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and
such other expenses so incurred by the Authority.
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ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority
and the Redeveloper, to the best oftheir respective knowledge, represent and agree that no member,
official, or employee of the 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 ofthe
City or Authority shall be personally liable to the Redeveloper, or any successor in interest, in the
event of any default or breach by the Authority or for any amount that may become due to the
Redeveloper or successor or on any obligations under the terms ofthe Agreement.
Section 10.2. Equal Emplovment Opportunitv. The Redeveloper, 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 Redeveloper agrees that until the Maturity Date, the
Redeveloper, and such successors and assigns, 'shall devote the Redevelopment Property to the
operation of the Minimum hnprovements as a manufacturing warehouse and related office facility
within the meaning of Section 469.176, subd. 4c, clauses (1), (2) and (7) of the TIF Act, 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 Redevelopment Property or any improvements erected or to
be erected thereon, or any part thereof.
Section lOA. Provisions Not Merged With Deed. None of the provisions of this Agreement
are intended to or shall be merged by reason of any deed transferring any interest in the
Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions
and covenants of this Agreement.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections ofthe Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as othelWise 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):
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To Redeveloper: Challenge Printing, Inc.
Attn: Treasurer
1000 Valley Park Drive
Shakopee, Minnesota
To Authority: Shakopee EDA
Attn: Executive Director
129 Holmes Street South
Shakopee, Minnesota 55379
Section 10.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 10.8. Recording. The Authority may record this Agreement and any amendments
thereto with the Scott County recorder. The Redeveloper shall pay all costs for recording. The
Redeveloper's obligations under this Agreement are covenants running with the land for the term of
this Agreement, enforceable by the Authority against the Redeveloper, its successor and assigns,
and every successor in interest to the Redevelopment Property, or. any part thereof or any interest
therein.
Section 10.9 Amendment. This Agreement may be amended only by written agreement
approved by the Authority and the Redeveloper.
Section 10.10. Authority Approvals. Unless otherwise specified, any approval required by
the Authority under this Agreement may be given by the Authority Representative, except that final
approval of issuance of the Note shall be made by the Authority's board of commissioners.
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IN WITNESS WHEREOF, the Authority and Redeveloper have caused this Agreement to
be duly executed by their duly authorized representatives as ofthe date first above written.
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 July, 2004 by
and the President and Executive Director of the
Economic Development Authority for the City of Shakopee, on behalf of the Authority.
Notary Public
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CHALLENGE PRINTING, INC.
By
Its
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _ day of July, 2004, by
, the of Challenge Printing, Inc., a Minnesota
corporation, on behalf of the corporation.
Notary Public
JAE 249779
SH235-15 27
SCHEDULE A
REDEVELOPMENT PROPERTY
Lot 1, Block 1, Plat # 27154, Valley Park 9th Addition
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SH235-15 A-I
SCHEDULE B
AUTHORIZING RESOLUTION
Authorizin2 Resolution
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE
RESOLUTION NO. 2004-2
RESOLUTION APPROVING CONTRACT FOR PRIVATE
REDEVELOPMENT WITH CHALLENGE PRINTING, INC.
AND AWARDING THE SALE OF, AND PROVIDING THE
FORM, TERMS, COVENANTS AND DIRECTIONS FOR
THE ISSUANCE OF ITS $513,900 TAX INCREMENT
REVENUE NOTE, SERIES 2004
BE IT RESOLVED BY the Board of Commissioners ("Board") of the Economic
Development Authority for the City of Shako pee, Minnesota (the "Authority") as follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The Authority and the City of Shakopee have heretofore approved
the establishment of its Tax Increment Financing District No. 12 (the "TIF District") within its
Minnesota River Valley Housing and Redevelopment Project No.1 (the "Project"), and have
adopted a tax increment fmancing plan for the purpose of fmancing certain improvements within the
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
Development 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 $513,900 Tax Increment
Revenue Note, Series 2004 (the "Note") for the purpose of financing certain public costs of the
Project.
1.02 Agreement Approved; Issuance, Sale, and Terms of the Note. The Authority
hereby approves the Contract for Private Redevelopment between the Authority and Challenge
Printing, Inc. (the "Agreement"), and authorizes the President and Executive Director to execute
such Agreement in substantially the form on file with the City, 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 3.3 of the Agreement. The Note shall be sold to
Challenge Printing, Inc. (the "Owner"). The Note shall be dated the date of delivery thereof, and
shall bear interest at the rate of 6.00% per annum to the earlier of maturity or prepayment. The
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Authority shall receive in exchange for the sale of the Note the agreement of the Owner to pay the
cost of land acquisition as defined in 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 $513 ,900
TAX INCREMENT REVENUE NOTE
SERIES 2004
Date
Rate of Original Issue
6.00%
The Economic Development Authority for the City of Shakopee ("Authority") for value
received, certifies that it is indebted and hereby promises to pay to Challenge Printing, Inc. or
registered assigns (the "Owner"), the principal sum of $513,900 and to pay interest thereon at the
rate of 6.0% per annum, as and to the extent set forth herein.
1. Pavrnents. Principal and interest ("Payments") shall be paid on August 1,2006 and
each February 1 and August 1 thereafter to and including February 1, 2015 ("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, 2006 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; Available Authority Funds. Payments on this Note are
payable on each Payment Date solely from and in the amount of "Available Tax Increment," which
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shall mean, on each Payment Date, 85% of the Tax Increment attributable to the Redevelopment
Property 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 Redevelopment between the Authority and
Challenge Printing, Inc. ("Redeveloper") dated as of July _,2004 (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 unpaid balance of
principal or accrued interest that may remain after the final Payment on February 1, 2015.
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. Nature of Obligation. This Note is one of an issue in the total principal amount of
$513,900, issued to aid in financing certain public development costs and administrative costs of a
Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through
469.047, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the
Authority on July 6, 2004, and pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. 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.
7. 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 ofthe Authority kept for that purpose at the principal office
of the City Finance Director, 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
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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 opinion of counselor 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, in the name ofthe person last listed below.
Date of Signature of
Registration Registered Owner City Finance Director
Challenge Printing, Inc.
Federal Tax I.D. No.
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Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note shall be issued as a single typewritten note
numbered R-I.
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 Finance Director 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 ofthe 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 opinion of counselor 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
JAE 249779
SH235-15 B-5
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.
(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax~ fee,
or other governmental charge required to be paid with respect to such transfer or exchange.
(g) Mutilated, Lost, Stolen or Destroved 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.
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
thereof 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 ofthis 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, and
any Available Authority Funds shall be transferred to any Authority account as directed by the
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Executive Director, 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.
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SH235-15 B-7
Adopted this _ day of July, 2004.
President
Executive Director
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SCHEDULE C
CERTIFICATE OF COMPLETION
WHEREAS, the Economic Development Authority for the City of Shakopee (the
"Authority") and Challenge Printing, Inc. ("Redeveloper") entered into a certain Contract for Private
Redevelopment dated July _, 2004 ("Contract"), filed of record as Document No.
on ; and
WHEREAS, the Contract contains certain covenants and restrictions set forth in Articles
III and N thereof related to completing certain Minimum Improvements;. and
WHEREAS, the Redeveloper has performed said covenants and conditions insofar as it is
able in a manner deemed sufficient by the Authority to permit the execution and recording of this
certification;
NOW, THEREFORE, this is to certify that all construction and other physical
improvements related to the Minimum Improvements specified to be done and made by the
Redeveloper have been completed and the agreements and covenants in Articles III and N of the
Contract have been performed by the Redeveloper, and this Certificate is intended to be a
conclusive determination of the satisfactory termination of the covenants and conditions of
Articles III and N of the Contract related to completion of the Minimum Improvements, but any
other covenants in the Contract shall remain in full force and effect.
Dated: ,20_. ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE
By
Authority Representative
JAE 249779
SH235-15 C-I
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _ day of ,20_
by , the of the Economic Development Authority
for the City of Shakopee, on behalf of the Authority.
Notary Public
This document drafted by:
Kennedy & Graven, Chartered
470 Pillsbury Center
Minneapolis, MN 55402
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SCHEDULE D
Form of Subordination A2reement
THIS SUBORDINATION AGREEMENT (this "Agreement") is made as of this ____
day of , 2004, 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. , a Minnesota corporation ("Redeveloper"), 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 Redeveloper in the original principal amount
of $ (the "Loan"). The Loan is the evidenced and secured by the following
documents:
(i) a certain promissory note (the "Note") made by Redeveloper dated
, 2004, in the amount of $ ; and
(ii) a certain mortgage, security agreement and fixture financing statement
(the "Mortgage") made by Redeveloper dated , 2004, filed ,
2004, as Scott County Recorder/Registrar of Titles Doc. No. encumbering
the Property; and
(iii) a certain assignment of leases and rents (the "Assignment") made by
Redeveloper dated , 2004, filed , 2004, as Scott County
Recorder/Registrar of Titles Doc. No. encumbering the Property.
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 Redevelopment (the "Contract") by and between Redeveloper and Authority
dated ,2004.
D. Redeveloper is entitled under the Contract to acquire a certain Tax Increment Tax
Revenue Note, Series 2004_ in the original principal amount of$ (the "TIP Note").
NOW, THEREFORE, in consideration ofthe 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:
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1. Consent. The Authority acknowledges that the Lender is making the Loan to the
Redeveloper 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 Redeveloper 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
Redeveloper 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 Redevelopment Property under the Contract are and shall remain subordinate and
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 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 TIP Note to suspend payments in
accordance with the TIP Note.
3. Notice to Authority. Lender agrees to use commercially reasonable efforts to notify
Authority of the occurrence of any Event of Default given to Redeveloper 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, ~ 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 Redeveloper 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 Redeveloper 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 ofa 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.
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--------
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
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 Redeveloper under the
Contract, provided that no condition of default exists and remains uncured beyond applicable cure
periods in the obligations ofthe Redeveloper under the Contract.
12. Estoppel. The Authority hereby represents and warrants to Lender, for the purpose
of inducing Lender to make advances to Redeveloper under the Loan Documents that:
(a) No default or event of default by Redeveloper 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 Redeveloper, 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 Redeveloper 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.
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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 Chairperson and Executive
Director, respectively, of the Economic Development Authority for the City of Shakopee, a
public body corporate and politic, on behalf of such pu1]lic body.
Notary Public
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[LENDER]
By:
Its
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