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Home My WebLink AboutJuly 07, 2026 - EDA PacketSHAKOPE E Shakopee Economic Development Authority Regular Meeting Tuesday, July 7, 2026 7:00 PM City Hall, 485 Gorman Street 1. Roll Call 2. Approval of Agenda 3. Consent Business 3.a Approval of EDA Meeting Minutes 4. General Business 4.a Contract for Private Development for the former Shakopee Gravel site. 5. Reports 5.a EDA Bill List 6. Adjourn to August 4, 2026, at 7:00 pm Note to EDA Members: If you have any questions or need additional information on any of the above items, please call Michael Kerski, prior to the meeting at (952)233-9346. 1 SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority July 7, 2026 Approval of EDA Meeting Minutes Rick Parsons 3.a Action to be considered: I move to approve the EDA meeting minutes for June 16, 2026 Motion Type: Simple Majority Background: The June 16, 2026, EDA meeting minutes are ready for approval. Recommendation: Approve the above requested motion. Budget Impact: none. Attachments: EDA Minutes 06/16/2026 2 SHAKOPEE Economic Development Authority City Hall 485 Gorman Street Shakopee, MN, 55379 Tuesday, June 16, 2026 7:15 p.m. Vision: Shakopee is a place where people want to be! A distinctive river town, with a multitude of business, cultural and recreational opportunities in a safe, welcoming, and attractive environment for residents and visitors. Mission: Our mission is to deliver high quality services essential to maintaining a safe and sustainable community. We commit to doing this cost-effectively, with integrity and transparency. 1 Roll Call PRESENT: President Whiting, Commissioner DuLaney, Commissioner Lara, Commissioner Contreras, and Commissioner Lehman ABSENT: None. ALSO PRESENT: None. 2) Approval of Agenda Commissioner Contreras made a motion to approve of Agenda, second by Commissioner DuLaney and the motion passed. 5 - 0 3) Consent Business 3.a) Approval of EDA Meeting Minutes Commissioner Lehman made a motion to approve the EDA minutes, second by Commissioner Contreras and the motion passed. 5 - 0 4) General Business 1/2 3 4.a) Purchase Contract for certain properties for Affordable Housing to be Assigned to the Scott County CDA Commissioner Contreras made a motion to approve Resolution R2026- 004, approving the acquisition of property located at 1211 4th Avenue East, and authorizing the assignment of the purchase agreement to the Scott County Community Development Agency, second by Commissioner DuLaney and the motion passed. 5 - 0 5) Reports 5.a) EDA Bill List 6) Adjourn By unanimous consent, the meeting was adjourned to July 7, 2026. 2/2 4 WILLA! SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority July 7, 2026 4.a Contract for Private Development for the former Shakopee Gravel site. Michael Kerski, Planning and Development Director Michael Kerski Action to be considered: Approve Motion Type: Simple Majority Background: In 2023, the Minnesota Legislature approved special legislation allowing the City of Shakopee to establish a Soil Deficiency Tax Increment Financing District to facilitate redevelopment of the former Shakopee Gravel Pit property. The approximately 130 -acre site contains significant soil deficiencies and unusual terrain that require substantial grading, fill, and public infrastructure improvements before development can occur. Following several years of marketing the property and evaluating redevelopment alternatives, Eagle Ventures, LLC has entered into an agreement to acquire the property and construct a mixed -use development consisting of single-family homes, attached and detached townhomes, multifamily housing, commercial development, public parks, trails, utilities, streets, and other public improvements. Development is anticipated to occur in multiple phases over approximately nine years. To facilitate the redevelopment, the EDA has negotiated a Contract for Private Redevelopment that establishes the terms and conditions under which the developer may receive reimbursement for eligible Qualified Public Redevelopment Costs through tax increment financing generated by Soil Deficiency Tax Increment Financing District No. 22. The Development Agreement provides for: • Construction of the public infrastructure necessary to support redevelopment of the property. • Correction of the site's unusual terrain and soil deficiencies. • Issuance of a Tax Increment Revenue Note in an amount not to exceed $44,575,582 5 • Reimbursement solely from Available Tax Increment generated within the TIF District. • No pledge of the City's or EDA's general taxing authority or other revenues. • Reimbursement only for eligible Qualified Public Redevelopment Costs as permitted under Minnesota law and the special legislation. • Completion of the required public improvements within the timeframes established in the Agreement. • Ongoing reporting, certification of eligible costs, and compliance with all applicable state and local requirements. The Tax Increment Revenue Note is a pay-as-you-go obligation. Payments are made only from Available Tax Increment actually received by the EDA. If sufficient tax increment is not generated, the EDA has no obligation to make payments from any other source. The proposed redevelopment advances several City strategic objectives by: • Redeveloping a long -vacant and underutilized property. • Expanding housing opportunities through a variety of housing types. • Creating future commercial development opportunities. • Constructing significant public infrastructure and park amenities. • Increasing the City's long-term tax base. • Supporting continued economic growth and investment in Shakopee. Recommendation: Approve Resolution E2026-005 for the Contract for Private Redevelopment between the Economic Development Authority for the City of Shakopee and Eagle Ventures, LLC and authorizing the President and Executive Director to execute the Agreement and related documents. Budget Impact: The maximum principal amount of the Tax Increment Revenue Note is $44,575,582. Payments are limited solely to Available Tax Increment generated by Tax Increment Financing District No. 22. The Agreement does not constitute a general obligation of either the City or the EDA and does not pledge the full faith and credit or taxing authority of either entity. Attachments: Final Gravel Pit Resolution for the EDA.docx Shakopee_EDA_Development_Agreement.doc 6 RESOLUTION NO. E2026-005 A RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF SHAKOPEE APPROVING A CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE ECONOMIC DEVELOPMENT AUTHORITY AND EAGLE VENTURES, LLC FOR THE GRAVEL PIT REDEVELOPMENT PROJECT, AUTHORIZING THE ISSUANCE OF A TAX INCREMENT REVENUE NOTE, AND AUTHORIZING EXECUTION OF RELATED DOCUMENTS WHEREAS, the Economic Development Authority for the City of Shakopee ("EDA") is authorized pursuant to Minnesota Statutes Sections 469.090 through 469.1082 to promote economic development and redevelopment within the City of Shakopee; and WHEREAS, the EDA administers the Minnesota River Valley Housing and Redevelopment Project No. 1 and has established Tax Increment Financing (Soil Deficiency) District No. 22 pursuant to Laws of Minnesota 2023, Chapter 64, Article 8, Section 13 and Minnesota Statutes Sections 469.174 through 469.1794; and WHEREAS, Eagle Ventures, LLC ("Developer") has entered into an agreement to acquire and redevelop approximately 130 acres commonly referred to as the Shakopee Gravel Pit property into a mixed -use development consisting of single-family residential, attached townhomes, multifamily residential, commercial uses, parks, trails, public infrastructure, and related public improvements; and WHEREAS, the redevelopment requires substantial correction of unusual terrain and soil deficiencies together with the installation of public infrastructure necessary to support the development; and WHEREAS, the EDA has negotiated a Contract for Private Redevelopment with Eagle Ventures, LLC providing for reimbursement of eligible Qualified Public Redevelopment Costs through tax increment financing generated by Tax Increment Financing District No. 22, subject to the terms and conditions contained therein; and WHEREAS, the Development Agreement provides for the issuance of a Tax Increment Revenue Note in a principal amount not to exceed Forty -Four Million Five Hundred Seventy - Five Thousand Five Hundred Eighty -Two Dollars ($44,575,582) payable solely from Available Tax Increment generated within the TIF District; and 7 WHEREAS, the Board finds that approval of the Development Agreement will: • Promote redevelopment of a long -vacant and environmentally challenged property; • Facilitate construction of significant public infrastructure; • Increase the City's tax base; • Expand housing opportunities; • Encourage commercial investment and employment opportunities; and • Further the public purposes of the EDA Act, Housing and Redevelopment Act, and Tax Increment Financing Act. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority for the City of Shakopee as follows: 1. The Contract for Private Redevelopment between the Economic Development Authority and Eagle Ventures, LLC is hereby approved in substantially the form presented to the Board. 2. The President and Executive Director are authorized and directed to execute the Contract for Private Redevelopment, together with any non -substantive modifications approved by the Authority's legal counsel and its Executive Director. 3. The issuance of a Tax Increment Revenue Note in an amount not to exceed $44,575,582, payable solely from Available Tax Increment as provided in the Development Agreement, is hereby approved. 4. The President, Executive Director, Authority staff, Authority attorney, financial advisor, and other consultants are authorized to execute all certificates, notices, exhibits, and ancillary documents necessary to implement the Development Agreement. 5. The Executive Director is authorized to administer the Agreement, approve Principal Advance Certificates, issue Certificates of Completion, and take all administrative actions contemplated by the Agreement consistent with its terms. 6. This Resolution shall become effective immediately upon its adoption. Adopted by the Economic Development Authority for the City of Shakopee this 7th day of July, 2026. ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE Its President Its Executive Director 8 CONTRACT FOR PRIVATE REDEVELOPMENT between ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA, and EAGLE VENTURES, LLC Dated: July , 2026 This document was drafted by: Taft Stettinius & Hollister LLP (MLI) 2200 IDS Center 80 South Stn Street Minneapolis, Minnesota 55402 (612) 977-8122 200246008v4 9 TABLE OF CONTENTS Page PREAMBLE 1 ARTICLE I Definitions Section 1.1. Definitions 3 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority 7 Section 2.2. Representations and Warranties by the Master Developer 7 ARTICLE III Tax Increment Financing Assistance Section 3.1. Status of Redevelopment Property 9 Section 3.2. Environmental Conditions 9 Section 3.3. Redevelopment Property, Developer Improvements and Correction of Soil Deficiencies 9 Section 3.4. Reimbursement of Certain Master Developer Costs 9 Section 3.5. Issuance of TIF Note and Principal Advances 10 Section 3.6. No Business Subsidy 11 Section 3.7. Payment of Authority Costs 11 Section 3.8. Expenditures Outside TIF District 12 ARTICLE IV Construction of Developer Improvements Section 4.1. Construction of Developer Improvements 13 Section 4.2. Construction Plans 13 Section 4.3. Commencement and Completion of Construction 14 Section 4.4. Certificates of Completion 14 Section 4.5. Ten -Year Rule 14 ARTICLE V Insurance Section 5.1. Insurance 15 Section 5.2. Subordination 15 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes 16 Section 6.2. Reduction of Taxes 16 Section 6.3 Real Property Taxes Prior to Sale of Redevelopment Property 16 Section 6.4 Real Property Taxes After Sale of Redevelopment Property 17 200246008v4 i 10 ARTICLE VII Other Financing Section 7.1. Generally 18 Section 7.2. Authority's Option to Cure Default on Mortgage 18 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment 19 Section 8.2. Prohibition Against Master Developer's Transfer of Property and Assignment of Agreement 19 Section 8.3. Release and Indemnification Covenants 20 ARTICLE IX Events of Default Section 9.1. Events of Default Defined 21 Section 9.2. Remedies on Default 21 Section 9.3. No Remedy Exclusive 22 Section 9.4. No Additional Waiver Implied by One Waiver 22 Section 9.5. Attorney Fees 22 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable 23 Section 10.2. Equal Employment Opportunity 23 Section 10.3. Restrictions on Use 23 Section 10.4. Titles of Articles and Sections 23 Section 10.5. Notices and Demands 23 Section 10.6. Counterparts 23 Section 10.7. Recording 24 Section 10.8. Amendment 24 Section 10.9. Authority Approvals 24 Section 10.10. Termination of Agreement 24 SIGNATURES S-1 EXHIBIT A Redevelopment Property A-1 EXHIBIT B Form of TIF Note B-1 EXHIBIT C Certificates of Completion F-1 EXHIBIT D Principal Advance Certificate H-1 200246008v4 ii 11 CONTRACT FOR PRIVATE REDEVELOPMENT THIS CONTRACT FOR PRIVATE REDEVELOPMENT (the "Agreement") is made as of the day of June, 2026, between the ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota (the "Authority") and EAGLE VENTURES, LLC, a Minnesota limited liability company (the "Master Developer"). WITNESSETH: WHEREAS, the Authority was created pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as amended (the "EDA Act") and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Shakopee, Minnesota (the "City"); and WHEREAS, the City has undertaken a program to promote economic development and job opportunities and to promote the development and redevelopment of land which is underutilized within the City, and in this connection created the Minnesota River Valley Housing and Redevelopment Project No. 1 (the "Project") in an area (the "Project Area No. 1") located in the City pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended (the "HRA Act"); and WHEREAS, by resolution dated April 4, 1995, the City Council of the City transferred control, authority, and operation of the Project to the Authority, which currently administers the Project, exercising the powers of a housing and redevelopment authority under the HRA Act, in accordance with the EDA Act; and WHEREAS, the Authority has established the Tax Increment Financing (Soil Deficiency) District No. 22 (the "TIF District") as a "soil deficiency district" pursuant to Laws of Minnesota 2023, Chapter 64, Article 8, Section 13 (the "Special Legislation") and Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the "TIF Act") within the project area identified in the Special Legislation; and WHEREAS, pursuant to the EDA Act, the HRA Act, and the TIF Act the Authority is authorized to undertake certain activities to prepare real property for development and redevelopment by private enterprise; and WHEREAS, the Master Developer or an affiliate owns certain property (the "Redevelopment Property") in the Project Area and has determined to redevelop, or cause to be redeveloped, the Redevelopment Property for multi -family housing, single-family housing, and commercial/retail as part of a multi -phase project (the "Redevelopment Project"); and WHEREAS, in conjunction with the Redevelopment Project, the Master Developer will undertake infrastructure improvements within the Project Area, including but not limited to the development of public streets, utilities, sidewalks, a park, and other public infrastructure (the "Developer Improvements"); and WHEREAS, pursuant to the TIF Act and the Special Legislation the EDA has adopted and the City has approved the Tax Increment Financing Plan (as hereinafter defined) to finance a portion of the costs of the Qualified Public Redevelopment Costs (as identified herein) and the administration costs of the Authority allocable to the TIF District; and 1 200246008v4 12 WHEREAS, the Authority believes that the development of the Redevelopment Property pursuant to and in general fulfillment of this Agreement, is 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: (The remainder of this page is intentionally left blank.) 2 200246008v4 13 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Contract for Private Redevelopment, 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, a public body corporate and politic under the laws of the State. "Authority Representative" means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. "Authorizing Resolution" means the resolution of the Authority adopted by the Board of Commissioners of the Authority on , 2026, approving this Agreement and authorizing the issuance of the TIF Note. "Available Tax Increment" means, on each Payment Date, the Tax Increment attributable to the TIF District Property and paid to the Authority by the County in the six (6) months preceding the Payment Date after first deducting therefrom ten percent (10%) of the Tax Increment to be used to reimburse the Authority for administrative expenses. Available Tax Increment shall not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default under this Agreement. "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, Sections 116J.993 to 116J.995, as amended. "Certificate of Completion" means the Certificate of Completion, in substantially the form attached hereto as EXHIBIT C, provided by the Authority Representative to the Master Developer, an affiliate of the Master Developer, or the purchaser of any part, parcel, or unit of the Redevelopment Property, pursuant to Section 4.4 hereof for the completion of the Developer Improvements. "City" means the City of Shakopee, Minnesota, a statutory city organized and existing under the laws of the State. "Construction Plans" means the plans, specifications, drawings and related documents for the Developer Improvements which (a) shall be as detailed as the Authority or City may reasonably request to allow it to ascertain the nature and quality of the proposed construction work and (b) shall include at least the following for each project: (1) street plan and profile; (2) utility plan and profile; (3) erosion and sediment control plans; (4) typical street cross sections; (5) detail plans; (6) landscape plan; and (7) such other plans or supplements to the foregoing plans as the Authority or City may reasonably request. "Consulting Engineer" means a duly licensed professional civil engineer authorized to practice within the State of Minnesota hired by the Master Developer. 3 200246008v4 14 "County" means Scott County, Minnesota. "Developer Improvements" means the construction of public infrastructure, including but not limited to the development of public streets, utilities, sidewalks, a park, and other public infrastructure and related design, survey, and engineering work, and site preparation work performed by the Master Developer on the Redevelopment Property in conjunction with the Redevelopment Project as further described in the Developer's Agreement between the City and the Master Developer dated as of , 2026. "Developer Improvements Requirements" means the Developer's Agreement between the City and the Master Developer dated as of , 2026. "EDA Act" means Minnesota Statutes, Sections 469.090 through 469.1082, as amended. "Event of Default" means an action by the Master Developer listed in Article IX hereof. "Holder" means the owner of a Mortgage. "HRA Act" means Minnesota Statutes, Sections 469.001 through 469.047, as amended. "Lot" means any lot or outlot created by the subdivision or replatting of any portion of the Redevelopment Property. "Master Developer" means Eagle Ventures, LLC or its permitted successors and assigns. "Material Change" means a change in the Construction Plans that materially reduces the scope of the Developer Improvements Requirements. "Maturity Date" means the date that the TIF Note has been paid in full or terminated in accordance with its terms. "Mortgage" means any mortgage made by the Master Developer that is secured, in whole or in part, with the Redevelopment Property and that is a permitted encumbrance pursuant to the provisions of Article VIII hereof. "Party" means a party to this Agreement. "Payment Date" August 1, 2031, and each February 1 and August 1 of each year thereafter to and including February 1, 2051; provided, that if any such Note Payment Date should not be a Business Day, the Note Payment Date shall be the next succeeding Business Day; "Planned Unit Development Agreement" means that certain Planned Unit Development Agreement between the City and the Master Developer, relating to the construction of the Redevelopment Project and Developer Improvements that will be executed prior to or concurrent with the Developer's closing on the purchase of the Development Property and construction financing for the Redevelopment Proj ect; "Principal Advance Certificate" means the Principal Advance Certificate, in substantially the form attached hereto as EXHIBIT D, provided by the Master Developer, pursuant to Section 3.5 hereof. "Project" means the Minnesota River Valley Housing and Redevelopment Project No. 1. 4 200246008v4 15 "Project Area" means the following parcels, identified by parcel identification numbers 279160102, 279160110, 279170020 and 279160120. "Project Area No. 1" means the property within the Project, as described in the Redevelopment Plan. "Qualified Public Redevelopment Costs" means the following costs: (i) acquisition of the Redevelopment Property; and (ii) the cost of correcting the unusual terrain or soil deficiencies on the Redevelopment Property and the additional cost of installing the Developer Improvements directly caused by such deficiencies. "Redevelopment Plan" means the Redevelopment Plan for the Project. "Redevelopment Project" means the proposed multi -phased single-family housing, multi -family housing, and commercial/retail project to be redeveloped on the Redevelopment Property as described in the Planned Unit Development Agreement. "Redevelopment Property" means the real property legally described in EXHIBIT A attached hereto and owned by the Master Developer or an affiliate. "State" means the State of Minnesota. "Soil Deficiencies" means the unusual terrain or soil deficiencies on the Redevelopment Property; "Tax Increment" means that portion of the real property taxes that is paid with respect to the TIF District, which have been received and retained by the Authority in accordance with Laws of Minnesota 2023, Chapter 64, Article 8, Section 13 (the "Special Legislation") and the provisions of Minnesota Statutes, Section 469.177, which tax increments from the TIF District are calculated in the sole discretion of the Authority; "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 through 469.1794, as amended. "Tax Increment District" or "TIF District" means Tax Increment Financing District No. 22, which was qualified as a soil deficiency district under the Special Legislation; "Tax Increment Plan" or "TIF Plan" means the Tax Increment Financing Plan for the TIT District approved by the City Council of the City on May 5, 2026, and as it may be amended. "Tax Official" means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "TIF Note" means a Tax Increment Revenue Note, substantially in the form attached hereto as EXHIBIT B, to be delivered by the Authority to the Master Developer in accordance with Section 3.5 hereof "Transfer" has the meaning set forth in Section 8.2(a) hereof. "Unavoidable Delays" means delays which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Developer Improvements, inability to obtain or secure materials, supplies or soil within customary and reasonable market parameters, supply chain 5 200246008v4 16 interruptions or delays, 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 or other delays beyond the reasonable control of the Party seeking to be excused thereof Unavoidable Delays shall not include delays experienced by the Master Developer in obtaining permits or governmental approvals necessary to enable construction of the Developer Improvements by the dates such construction is required under Section 4.3 hereof, so long as the Construction Plans have been approved in accordance with Section 4.2 hereof. (The remainder of this page is intentionally left blank.) 6 200246008v4 17 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 EDA Act and the HRA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Tax Increment District is a "soil deficiency district" within the meaning of the Special Legislation, and was created, adopted and approved in accordance with the terms of the Special Legislation and the Tax Increment Act. (c) The Authority will use its best efforts to facilitate the Master Developer's correction of the Soil Deficiencies and the construction of the Developer Improvements, including but not limited to cooperating with the Master Developer in obtaining necessary administrative and land use approvals and construction financing pursuant to Section 7.1 hereof. (c) To finance certain costs within the Tax Increment District, the Authority proposes, subject to the further provisions of this Agreement, to apply Tax Increments to reimburse the Developer for the Qualified Public Redevelopment Costs incurred in connection with the Redevelopment Project as further provided in this Agreement. (d) The Authority will issue the TIF Note, subject to all the terms and conditions of this Agreement. (e) The activities of the Authority are undertaken for the purpose of fostering the redevelopment of certain real property in the City, which will create new tax base in the City and create employment opportunities in the City. Section 2.2. Representations and Warranties by the Master Developer. The Master Developer represents and warrants that: (a) It is a limited liability company which is duly organized and in good standing under the laws of the State; it is is not in violation of any provisions of its articles of organization or bylaws; it is duly authorized to transact business within the State and has power to enter into this Agreement; and it has duly authorized the execution, delivery, and performance of this Agreement by proper action of its respective officers, directors, managers, governors or members (as applicable). (b) The Master Developer will correct the Soil Deficiencies and construct or cause to be constructed the Developer Improvements on the Redevelopment Property. (c) The Master Developer will correct the Soil Deficiencies and construct or cause to be constructed and pay for or cause to be paid the Developer Improvements 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). 7 200246008v4 18 (d) The Master Developer has received no notice or communication from any local, State or federal official that the activities of the Master Developer or the Authority in the Project Area may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the Authority is aware). The Master Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (e) The Master Developer will prepare and provide to the City the Construction Plans, will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Developer Improvements and the Redevelopment Project may be lawfully constructed. (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 Master Developer is now a Party or by which it is bound, or constitutes a default under any of the foregoing, which default or breach might prevent the Master Developer from performing its obligations under this Agreement. (g) The Master Developer shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Developer Improvements or the Redevelopment Project and all written complaints and charges made by any governmental authority materially affecting the Developer Improvements or the Redevelopment Project or materially affecting Master Developer or its business which may delay or require changes in construction of the Developer Improvements or the Redevelopment Project. (h) The proposed development by the Master Developer hereunder would not occur but for the tax increment financing assistance being provided by the Authority hereunder. (The remainder of this page is intentionally left blank.) 8 200246008v4 19 ARTICLE III Tax Increment Financing Assistance Section 3.1. Status of Redevelopment Property. As of the date of this Agreement, the Master Developer owns the Redevelopment Property. The Authority has no obligation to acquire the Redevelopment Property. Section 3.2. Environmental Conditions. (a) The Master Developer 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 Developer Improvements or the Redevelopment Project or any other purpose for which the Master Developer may make use of such property, and that the assistance provided to the Master Developer under this Agreement neither implies any responsibility by the Authority 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 hereof the Master Developer, jointly and severally, further agrees that it will indemnify, defend, and hold hajinless 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 indemnitees. Nothing in this Section will be construed to limit or affect any limitations on liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes, Sections 466.04 and 604.02. Section 3.3. Redevelopment Property, Developer Improvements, and Correction of Soil Deficiencies. (a) The Master Developer intends to correct the Soil Deficiencies and construct the Developer Improvements pursuant to the requirements set forth in Article IV hereof. The Master Developer may request reimbursement for Qualified Public Redevelopment Costs (pursuant to Section 3.8(b) hereof). (b) The Master Developer shall use commercially reasonable efforts to substantially complete the Developer Improvements on or before a date no later than five (5) years after the date the TIF District is certified, subject to Unavoidable Delays. Section 3.4. Reimbursement of Certain Master Developer Costs. The Master Developer shall pay the costs of the acquisition of the Redevelopment Property and undertake the correction of the Soil Deficiencies on the Redevelopment Property and all necessary design, survey, and engineering work, acquisition of right-of-way, site preparation, and installation of public infrastructure related to the construction of the Developer Improvements. In order to make the development of the Developer Improvements economically feasible, the Authority shall reimburse the Master Developer for the cost of the Qualified Public Redevelopment Costs in the maximum principal amount of $44,575,582. 9 200246008v4 20 Section 3.5. Issuance of TIF Note and Principal Advances. (a) Terms. In order to reimburse the Master Developer for the Qualified Public Redevelopment Costs, the Authority shall issue and Master Developer shall purchase the TIF Note in the maximum principal amount of $44,575,582, substantially in the form attached hereto as EXHIBIT B. The Authority and the Master Developer agree that the TIF Note shall be issued in consideration of the Master Developer paying the Qualified Public Redevelopment Costs. Before delivery of the TIF Note, the Master Developer shall have: (i) submitted the Construction Plans to the Authority and obtained approval for the Construction Plans from the Authority; (ii) submitted and obtained Authority approval of financing in accordance with Section 7.1 hereof; (iii) delivered to the Authority written evidence in a form satisfactory to the Authority that the Master Developer has paid Qualified Public Redevelopment Costs in at least the principal amount of $1,000,000; (iv) delivered to the Authority an investment letter in a form reasonably satisfactory to the Authority; and (v) delivered to the Authority a title company settlement statement or other evidence of payment of the costs of the Redevelopment Property. (b) Principal Advances. Following the satisfaction of the requirements in Section 3.5(a) hereof, and on any date, the Master Developer may request the Authority enter an advance of principal under the TIF Note (a "Principal Advance") on the ledger of such advances maintained by the registrar (the "Principal Advance Ledger"), by submitting to the Authority a Principal Advance Certificate in the form attached hereto as EXHIBIT D signed by the Master Developer's duly authorized representative, containing the following: (i) a statement that each cost identified in the Principal Advance Certificate is a Qualified Public Redevelopment Cost reimbursable pursuant to Section 3.4 hereof and that no part of such cost has been included in any previous Principal Advance Certificate; (ii) evidence that each identified Qualified Public Redevelopment Cost has been paid or incurred by or on behalf of the Master Developer; (iii) a certification from the Consulting Engineer that the Qualified Public Redevelopment Costs have been completed based on the Developer Improvements Requirements; (iv) a statement that no uncured Event of Default by the Master Developer has occurred and is continuing under this Agreement; (v) a statement describing the type and amount of Qualified Public Redevelopment Costs that were expended outside the TIF District, but within the Project Area, if any; and (vi) a statement that the expenditures for which reimbursement is requested complies with Section 4.5 hereof. The Master Developer may submit one (1) Principal Advance Certificate per month to the Authority. Within forty-five (45) days after receipt of the Principal Advance Certificate, the Authority shall, if the Authority Representative has determined that all the aforementioned requirements have been satisfied, so notify the Master Developer and direct the registrar to enter the amount requested in the Principal Advance Ledger on the next February 1 or August 1, provided that the aggregate amount of sums entered on the Principal Advance Ledger shall not exceed $44,575,582. The Authority may, if not satisfied that the conditions described herein have been met, return the Principal Advance Certificate with a statement of the reasons why the Principal Advance Certificate is not acceptable and requesting such further documentation or clarification as the Authority may reasonably require. Failure by the Authority to notify the Master Developer of any objections within thirty (30) days after receipt of the Principal Advance Certificate will be deemed acceptance thereof. 10 200246008v4 21 (c) Payment on TIF Note Solely from Available Tax Increment. Principal and interest payments on the T1F Note shall be payable each Payment Date solely with Available Tax Increment. The Master Developer understands and acknowledges that the Authority makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal of the TIF Note. The Authority will only make payments on the TIF Note in the amount of the remaining Available Tax Increment. (d) Termination of Right to TIF Note. Notwithstanding anything to the contrary in this Agreement, if the conditions for delivery of the TIF Note set forth in Section 3.5(a) are not met by [ ], the Authority may terminate this Agreement by ten (10) days' written notice to the Master Developer. Thereafter neither Party shall have any obligations or liability to the other hereunder, except that any obligations of the Master Developer under Sections 3.11 and 8.3 hereof survive such termination. (e) Qualifications. The Master Developer understands and acknowledges that the Authority makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the TIF Note will be sufficient to pay the principal of the TIF Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Master Developer may rely. If the Qualified Public Redevelopment Costs exceed the principal amount of the TIF Note, such excess is the sole responsibility of Master Developer. Section 3.6. No Business Subsidy. Minnesota Statutes, Section 116J.993, subdivision 3(17) provides an exception from the Business Subsidy Act for housing projects and for redevelopment when the recipient's investment in the purchase of the site and in site preparation is seventy percent (70%) or more of the assessor's current year's estimated market value. In order to use this exception, the Master Developer warrants and represents that its investment in the purchase of the Redevelopment Property and the site preparation on such Redevelopment Property (net of any portion of such costs to be reimbursed with tax increment or any other subsidies provided by the Authority) will equal at least seventy percent (70%) of the County assessor's estimated market value for the Redevelopment Property for the 2026 assessment year, calculated as follows: Redevelopment Property cost $ 12,000,000 Plus Estimated cost of site preparation $ 70,000,000 Equals land cost and site preparation $ 82,000,000 2026 Assessor's Estimated Fair Market Value of Redevelopment Property $ 5,775,600 $82,000,000.00 (acquisition and site preparation cost) less $44,575,582.00 (amount of financial assistance provided by Authority for Qualified Public Redevelopment Costs), equals $37,424,418.00 which is 647% of $5,775,600.00 (assessor's current estimated fair market value) Therefore, the Master Developer is not required to comply with the requirements of the Business Subsidy Act. Section 3.7. Payment of Authority Costs. The Master Developer has deposited with the Authority $12,000 to pay Administrative Costs of the Authority. The Authority has used such deposit to pay 11 200246008v4 22 "Administrative Costs," which term means out-of-pocket costs incurred by the Authority, together with staff and consultant costs of the Authority, all attributable to or incurred in connection with the negotiation and preparation of this Agreement, the TIF Plan, and other documents and agreements in connection with the establishment of the TIF District and redevelopment of the Redevelopment Property, and not previously paid by the Master Developer. The Authority will reimburse itself for all other Administrative Costs with Tax Increment. If the TIF District does not produce a sufficient amount of Tax Increment to pay the Authority's remaining Administrative Costs, the Master Developer shall pay any remaining Administrative Costs of the Authority upon demand. Section 3.8. Expenditures Outside TIF District. The Master Developer and the Authority understand and acknowledge that no more than 80% of the Tax Increment may be used for expenditures for items outside the TIF District but within the Project Area. 10% of the Tax Increment has been set aside to pay the Authority's administrative costs of the TIF District. The 70% of Tax Increment may be used by the Master Developer for costs outside the TIF District, but within the Project Area. The Master Developer and the Authority will work cooperatively to ensure that no more than 70% of costs reimbursed with Tax Increment are expended outside the TIF District. (The remainder of this page is intentionally left blank.) 12 200246008v4 23 ARTICLE IV Construction of Developer Improvements and Redevelopment Project Section 4.1. Construction of Developer Improvements. The Master Developer agrees that it will use commercially reasonable efforts to construct or cause to be constructed the Developer Improvements on the Redevelopment Property in accordance with the Construction Plans and the Developer Improvements Requirements. The Master Developer agrees that it will operate and maintain, preserve and keep the Developer Improvements or cause the Developer 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 Developer Improvements, the Master Developer shall submit to the City and the Authority Construction Plans for the Developer Improvements that conform with the Developer Improvements Requirements. The Construction Plans shall provide for the construction of the Developer Improvements and shall be in conformity with this Agreement, the Redevelopment Plan and all applicable State and local laws and regulations. The City and 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 Developer Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Master Developer for construction of the Developer Improvements; and (vi) no Event of Default has occurred. No approval by the City or the Authority shall relieve the Master Developer 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 Developer Improvements in accordance therewith. No approval by the City or the Authority shall constitute a waiver of an Event of Default. The City and the Authority shall notify the Master Developer of any rejection of the Construction Plans, and set forth in detail the reasons for the rejection, within twenty (20) days after the date the City and the Authority receive final plans from the Master Developer. If the City or the Authority rejects any Construction Plans in whole or in part, the Master Developer shall submit new or corrected Construction Plans within twenty (20) days after written notification to the Master Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City and the Authority. The City and the Authority's approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Developer Improvements, constructed in accordance with said plans) comply to the City and the Authority's satisfaction with the provisions of this Agreement relating thereto. The City (and as applicable, the State and the County) shall approve the Construction Plans pursuant to their customary approval process. (b) If the Master Developer desires to make any Material Change in the Construction Plans or any component thereof after their approval by the City and the Authority, the Master Developer shall submit the proposed change to the City and the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 with respect to such previously approved Construction Plans, the City and the Authority shall approve the proposed change and notify the Master Developer in writing of its approval. The City and the Authority shall notify the Master Developer of any rejection of the Construction Plans, and set forth in detail the reasons for the rejection, within twenty (20) days after the date the City and the Authority receive final plans from the Master Developer. The Authority's approval of any such change in the Construction Plans will not be unreasonably withheld. 13 200246008v4 24 Section 4.3. Commencement and Completion of Construction. The Master Developer expects to commence construction of the Developer Improvements by October 31, 2026. Subject to Unavoidable Delays, the Master Developer shall use commercially reasonable efforts to complete the construction of the Developer Improvements no later than five (5) years after the date the TIF District is certified, subject to Unavoidable Delays. All work with respect to the Developer Improvements to be constructed or provided by the Master Developer on the Redevelopment Property shall be in conformity with the Construction Plans as submitted by the Master Developer and approved by the Authority and the City. The Master Developer agrees for itself, its successors, and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Master Developer, and such successors and assigns, shall promptly begin and diligently prosecute to completion the development of the Developer Improvements, and that such construction shall in any event be commenced and paid for within the period specified in this Section 4.3. After the date of this Agreement and until construction of the Developer Improvements has been completed, the Master Developer shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Master Developer with respect to such construction. Section 4.4. Certificates of Completion. (a) Promptly after construction and acceptance of the Developer Improvements in accordance with those provisions of the Agreement, the Authority Representative will furnish the Master Developer with a Certificate of Completion as shown in EXHIBIT C attached hereto. Notwithstanding the foregoing, the City acknowledges that Master Developer will, subsequent to the subdivision and creation of Lots and the completion of the Developer Improvements upon a Lot, be entitled to receive a Certificate of Completion with respect to individual Lots or groups of Lots, notwithstanding the fact that the Developer Improvements with respect to other portions of the Redevelopment Property are not complete. (b) If the Authority Representative shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4, the Authority Representative shall, within thirty (30) days after written request by the Master Developer, provide the Master Developer with a written statement, indicating in adequate detail in what respects the Master Developer has failed to construct the Developer Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts will be necessary, in the opinion of the Authority, for the Master Developer to take or perform in order to obtain such certification. (c) The construction of the Developer Improvements shall be deemed to be complete upon a determination by the Authority Representative, in its reasonable discretion, that the Developer Improvements have been substantially completed in accordance with approved Construction Plans, the Redevelopment Project Requirements, and the Developer Improvements Requirements, as applicable. Section 4.5. Ten -Year Rule. As of the date of this Agreement, the ten-year rule date for the TIF District pursuant to the Special Legislation is May 5, 2036. The Master Developer acknowledges and understands that it must comply with Minnesota Statutes, Section 469.1763, subdivision 3, as amended and the Special Legislation, on or prior to such date. Principal Advances under Section 3.8(b) will not be made for any activities that do not comply with Minnesota Statutes, Section 469.1763, subdivision 3, as amended and the Special Legislation. 14 200246008v4 25 ARTICLE V Insurance Section 5.1. Insurance. (a) The Master Developer will provide and maintain at all times during the process of correcting the Soil Deficiencies and constructing the Developer Improvements the insurance required by the Developer Improvements Requirements. (b) All insurance shall be taken out and maintained in responsible insurance companies selected by the Master Developer that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Master Developer 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. (c) The Master Developer agrees to notify the Authority immediately in the case of damage exceeding $500,000 in amount to, or destruction of, the Developer Improvements, or any portion thereof resulting from fire or other casualty. In such event the Master Developer will promptly repair, reconstruct, and restore the Developer 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 Master Developer will apply the net proceeds of any insurance relating to such damage received by the Master Developer to the payment or reimbursement of the costs thereof. The Master Developer shall complete the repair, reconstruction and restoration of the Developer Improvements, regardless of whether the net proceeds of insurance received by the Master Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Master Developer. (d) The Master Developer and the Authority agree that all of the insurance provisions set forth in this Article V regarding the Developer Improvements shall terminate with respect to any portion of the Redevelopment Property for which the conditions required for the issuance of a Certificate of Completion have been satisfied. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority and the City 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 hereof. (The remainder of this page is intentionally left blank.) 15 200246008v4 26 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Master Developer acknowledges that the Authority is providing substantial aid and assistance in furtherance of the Redevelopment Project through the issuance of the TIF Note. The Master Developer understands that the Tax Increment pledged to payments on the T1F Note are derived from real estate taxes on the Redevelopment Property, which taxes must be promptly and timely paid. To that end, the Master Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against each Lot of the Redevelopment Property and the Developer Improvements until both of the following occur: (a) Master Developer has satisfied all requirements for the issuance of a Certificate of Completion with respect to such Lot and (b) Master Developer has conveyed title to the Lot to any third party not affiliated with Master Developer. The Master Developer acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Master Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Reduction of Taxes. The Master Developer agrees that, with respect to any portion of the Redevelopment Property to which Master Developer holds title, prior to the Maturity Date it will not cause a reduction in the real property taxes paid in respect to such portion of the Redevelopment Property through: (A) willful destruction of such portion of the Redevelopment Property or any part thereof or (B) willful refusal to reconstruct damaged or destroyed property. The Master Developer also agrees that, with respect to any portion of the Redevelopment Property to which Master Developer holds title, 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 or the County in accordance with platting of the Redevelopment Property or for public improvements, right-of-way, or storm water ponding), or apply for a deferral of property tax on the Redevelopment Property pursuant to any law. Section 6.3. Real Property Taxes Prior to Sale of Redevelopment Property. The Master Developer acknowledges that it is obligated under law to pay all real property taxes payable with respect to all and any parts of the Redevelopment Property to which it holds title. The Master Developer agrees that, with respect to any portion of the Redevelopment Property to which Master Developer holds title, until the Maturity Date: (1) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property contained on the Redevelopment Property determined by any tax official to be applicable to the Project or the Master Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development Property, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (2) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Redevelopment Property determined by any tax official to be applicable to the Redevelopment Project or the Master Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings with respect to the 16 200246008v4 27 Redevelopment Property, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (3) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.1813, or any other State or federal law, of the ad valorem property taxation of the Redevelopment Property between the date of execution of this Agreement and the Maturity Date; and (4) It will not seek a reduction in the market value as determined by the Scott County Assessor of the Redevelopment Project or other facilities, if any, that it constructs on the Redevelopment Property, pursuant to the provisions of this Agreement, for so long as the TIF Note remains outstanding. Section 6.4. Real Property Taxes After Sale of Redevelopment Property. Until the Maturity Date, if the Master Developer transfers a portion of the Redevelopment Property to an entity that is not an affiliate of the Master Developer, the transferee may seek through petition or other means to have the County Assessor's estimated market value for the Redevelopment Property reduced, but upon learning of the transferees' intentions, the Authority may suspend payments due under the TIF Note until the actual amount of the reduction is determined, whereupon the Authority will make the suspended payments less any amount that the Authority is required to repay the County as a result of any reduction in market value of the Redevelopment Property. During the period that the payments are subject to suspension, the Authority may make partial payments on the TIF Note if it determines, in its sole and absolute discretion that the amount retained will be sufficient to cover any repayment which the County may require. The Authority's suspension of payments on the TIF Note pursuant to this Section shall not be considered a default under Section 9.1 hereof. (The remainder of this page is intentionally left blank.) 17 200246008v4 28 ARTICLE VII Other Financing Section 7.1. Generally. Before issuance of the TIF Note, the Master Developer shall submit to the Authority or provide access thereto for review by Authority staff, consultants, and agents, evidence reasonably satisfactory to the Authority that Master Developer has available funds, or commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or other sources sufficient for paying the cost of the constructing the Developer 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 Master Developer's funds is provided through mortgage financing, and there occurs a default under any Mortgage authorized pursuant to this Article VII, the Master Developer shall cause the Authority to receive copies of any notice of default received by the Master Developer from the Holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Master Developer within such cure periods as are available to the Master Developer under the Mortgage documents. (The remainder of this page is intentionally left blank.) 18 200246008v4 29 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment. The Master Developer 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 Master Developer's Transfer of Property and Assignment of Agreement. The Master Developer represents and agrees that prior to the completion of the Developer Improvements with respect to any portion of the Redevelopment Property that Master Redeveloper proposes to sell, assign, convey, lease or otherwise transfer (the "Transferring Redevelopment Property"): (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Master Developer or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to undertaking the development contemplated under this Agreement, and any other purpose authorized by this Agreement, the Master Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Transferred Redevelopment Property or any interest therein to any person or entity whether or not related in any way to the Master Developer (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 Master Developer remains liable and bound by this 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 Master Developer by another entity or merger of Master Developer with another entity. (b) In the event the Master Developer, upon Transfer of the Transferring Redevelopment Property, seeks to be released from its obligations under this Agreement as to the Transferring Redevelopment Property, 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 Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Master Developer as to the Transferring Redevelopment Property to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Master Developer under this Agreement as to the Transferring Redevelopment Property and Developer Improvements to be transferred and agreed to be subject to all the conditions and restrictions to which the Master Developer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Transferring Redevelopment Property and Developer Improvements, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property, the Developer Improvements or any part thereof or the construction of 19 200246008v4 30 the Developer Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Transferring Redevelopment Property, the Developer Improvements or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Transferring Redevelopment Property and Developer Improvements 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 Master Developer, or any other Party bound in any way by this Agreement or otherwise with respect to the Transferring Redevelopment Property and Developer Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing conditions are satisfied then the Master Developer shall be released from its obligation under this Agreement, as to the portion of the Transferring Redevelopment Property. Section 8.3. Release and Indemnification Covenants. (a) The Master Developer releases from and covenants and agrees that the Authority, the City, and the governing body members, officers, agents, servants, and employees thereof (the "Indemnified Parties") shall not be liable for and agrees, jointly and severally, 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 Developer Improvements (until acceptance of the Developer Improvements by the City pursuant to the Developer Improvements Requirements) or the Redevelopment Property. (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 Master Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, maintenance, and operation of the Developer Improvements (until acceptance of the Developer Improvements by the City pursuant to the Developer Improvements Requirements), the Redevelopment Project, or the Redevelopment Property. (c) The Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Master Developer or its officers, agents, servants, or employees or any other person who may be about the Developer Improvements (until acceptance of the Developer Improvements by the City pursuant to Developer Improvements Requirements) or the Redevelopment Property. (d) All covenants, stipulations, promises, agreements, and obligations of the Authority and the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of such entity and not of any governing body member, officer, agent, servant, or employee of such entities in the individual capacity thereof. 20 200246008v4 31 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events, after the non -defaulting Party provides sixty (60) days' notice to the defaulting Party of the event of default, but only if the event has not been cured within said 60 days or, if the event is by its nature incurable within sixty (60) days, the defaulting Party does not, within such sixty (60) 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) If the Master Developer or Authority fails to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement. (b) If the Holder of any Mortgage on the Redevelopment Property for which the Master Developer is the mortgagor or any improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of default under the applicable Mortgage documents. (c) If the Master Developer shall: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or under any similar federal or State law; or (ii) make an assignment for benefit of its creditors; or (iii) fails to pay real estate taxes on the Redevelopment Property that it owns as they become due; or (iv) admit in writing its inability to pay its debts generally as they become due; or (v) be adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 hereof occurs, the non -defaulting Party may exercise its rights under this Section 9.2 after providing sixty (60) days' written notice to the defaulting Party of the Event of Default, but only if the Event of Default has not been cured within said sixty (60) days or, if the Event of Default is by its nature incurable within thirty (60) days, the defaulting Party does not provide assurances reasonably satisfactory to the non - defaulting Party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under the Agreement until it receives reasonably satisfactory assurances that the defaulting Party will cure its default and continue its performance under the Agreement. (b) Upon an Event of Default by the Master Developer, the Authority may suspend payments under the TIF Note and decline to provide any further Principal Advances (as described in Section 3.8(b)) after the Event of Default has occurred until the Event of Default has been cured. 21 200246008v4 32 (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 of the defaulting Party under this Agreement. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to any Party is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order for a Party 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 a Party and thereafter waived by the non -defaulting 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 Master Developer under this Agreement, the Master Developer agrees that it shall, within ten (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. (The remainder of this page is intentionally left blank.) 22 200246008v4 33 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The Authority and the Master Developer, to the best of their 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 of the Authority shall be personally liable to the Master Developer, 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 Master Developer or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment Opportunity. The Master Developer, for itself and its successors and assigns, agrees that during the construction of the Developer 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 Master Developer agrees it 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 10.4. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either Party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, to the following addresses (or to such other addresses as either Party may notify the other): To the Master Developer: To the Authority: Eagle Ventures, LLC 510 1st Ave N. Ste 600 Minneapolis, MN 55403-1697 Attn: Ned Abdul Shakopee EDA 485 Gorman Street Shakopee, MN 55379 Attn: Executive Director Section 10.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 23 200246008v4 34 Section 10.7. Recording. The Authority may record this Agreement and any amendments thereto with the County Recorder or the Registrar of Titles of the County, as the case may be. The Master Developer shall pay all costs for recording. Section 10.8. Amendment. This Agreement may be amended only by written agreement approved by the Authority and the Master Developer. Section 10.9. 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 TIF Note shall be made by the Authority's Board of Commissioners. Section 10.10. Termination of Agreement. This Agreement shall terminate on the Maturity Date. (The remainder of this page is intentionally left blank.) 24 200246008v4 35 IN WITNESS WHEREOF, the Authority and Master Developer have caused this Contract for Private Redevelopment to be duly executed by their duly authorized representatives as of the date first above written. ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this day of , 2026, by , the President of the Economic Development Authority for the City of Shakopee, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. Notary Public STATE OF MINNESOTA ) SS. COUNTY OF SCOTT The foregoing instrument was acknowledged before me this day of , 2026, by , the Executive Director of the Economic Development Authority for the City of Shakopee, Minnesota, a public body corporate and politic under the laws of the State of Minnesota, on behalf of the Authority. Notary Public S-1 200246008v4 36 Execution page of Eagle Ventures, LLC to the Contract for Private Redevelopment, dated as of the date and year first written above. EAGLE VENTURES, LLC By Nedal Abdul-Hajj Its Chief Manager STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this day of , 2026, by Nedal Abdul-Hajj, the Chief Manager of Eagle Ventures, LLC, a Minnesota limited liability company, on behalf of Eagle Ventures, LLC. Notary Public S-2 200246008v4 37 EXHIBIT A REDEVELOPMENT PROPERTY PID 279160102 Section 16 Township 115 Range 022 I N1/2 NW1/4 & SW1/4 NW1/4 LYING NORTHEASTERLY OF THE NORTHEASTERLY ROW LINE OF THE ABANDONED ROW OF THE RR, THE CENTERLINE OF SAID ROW SHOWN BY SURVEY RECORDED AS DOC #178639 EX P/O N1/2 NW1/4 & P/O SW1/4 NW1/4 DESCRIBED AS FOLLOWS: COM AT A POINT IN THE WEST LINE OF SECTION 16, DISTANT 955.0 FEET SOUTH OF THE NORTHWEST CORNER THEREOF; THENCE SOUTH ALONG SAID WEST LINE A DISTANCE OF 545.0 FEET; THENCE EAST AT RIGHT ANGLES A DISTANCE OF 400.00 FEET; THENCE NORTH AT RIGHT ANGLES A DISTANCE OF 545.00 FEET; THENCE WEST AT RIGHT ANGLES A DISTANCE OF 400.00 FEET TO POB. I SW1/4 NW1/4 COM 29.39' N OF SW COR, N 70.10' TO NE ROW OF VACATED RR, S 31-29-53 E 88.29', NW TO POB PID 279160110 Section 16 Township 115 Range 022 I P/O N1/2 NW1/4 & SW1/4 NW1/4 COM 955' S OF NW COR, S 545', E 400', N 545', W 400' TO POB. PID 279170020 Section 17 Township 115 Range 022 I 13.50A LYING N OF RR IN SE1/4 NE1/4 A-1 200246008v4 38 EXHIBIT B FORM OF TIF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF SCOTT ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE No. R-1 $ TAX INCREMENT REVENUE NOTE SERIES 20 Date of Original Issue 7.00% , 20 _ The Economic Development Authority for the City of Shakopee (the "Authority") hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of Eagle Ventures, LLC, a Minnesota limited liability company, or registered assigns (the "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the maximum principal sum of $44,575,582, as provided in the Agreement (hereinafter defined), or so much thereof as has been from time to time advanced as hereinafter provided (the "Principal Amount"), together with interest on the unpaid balance thereof accrued from the respective dates of entry of each Principal Advance on the Principal Advance Ledger attached hereto, at the rate of 7.00% per annum. This Note is given in accordance with that certain Contract for Private Redevelopment, dated , 2026 (the "Agreement"), between the Authority and the Owner. Capitalized terms used and not otherwise defined herein shall have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Payments. Principal and interest payments (the "Payments") shall be paid on August 1, 2031 and each February 1 and August 1 thereafter to and including February 1, 2051 (the "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 respective dates of entry of each Principal Advance on the Principal Advance Ledger Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (60) 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. Interest on this Note shall accrue but shall not compound into principal. 3. Principal Advances. Following the satisfaction of the requirements in Section 3.8(a) of the Agreement, and on any date thereafter through the fifth anniversary of the date that the TIF District is certified, the Owner may request the Authority enter an advance of principal under this Note (a "Principal B-1 200246008v4 39 Advance") on the ledger of such advances maintained by the registrar (the "Principal Advance Ledger"), by submitting to the Authority a certificate (the "Principal Advance Certificate") signed by the Owner's duly authorized representative, containing the following: (i) a statement that each cost identified in the Principal Advance Certificate is a Qualified Public Redevelopment Cost reimbursable pursuant to Section 3.7 hereof and that no part of such cost has been included in any previous Principal Advance Certificate; (ii) evidence that each identified Qualified Public Redevelopment Cost has been paid or incurred by or on behalf of the Master Developer; (iii) a certification from the Consulting Engineer that the Developer Improvements have been completed based on the Developer Improvements Requirements; (iv) a statement that no uncured Event of Default by the Master Developer has occurred and is continuing under the Agreement (as defined below); (v) a statement describing the type and amount of Qualified Public Redevelopment Costs that were expended outside the TIF District, if any; and (vi) a statement that the expenditures for which reimbursement is requested complies with Section 4.5 of the Agreement. The Owner may submit one (1) Principal Advance Certificate per month to the Authority. Within forty-five (45) days after receipt of the Principal Advance Certificate, the Authority shall, if the Authority Representative has determined that all the aforementioned requirements have been satisfied, so notify the Owner and direct the registrar to enter the amount requested in the Principal Advance Ledger on the next February 1 or August 1, provided that the aggregate amount of sums entered on the Principal Advance Ledger shall not exceed $44,575,582. The Authority may, if not satisfied that the conditions described herein have been met, return the Principal Advance Certificate with a statement of the reasons why the Principal Advance Certificate is not acceptable and requesting such further documentation or clarification as the Authority may reasonably require. Failure by the Authority to notify the Owner of any objections within thirty (60) days after receipt of the Principal Advance Certificate will be deemed acceptance thereof 4. Available Tax Increment. Payments on this Note are payable on each Payment Date solely from and in the amount of "Available Tax Increment," which shall mean, on each Payment Date, ninety percent (90%) of the Tax Increment attributable to the TIF District Property and paid to the Authority by Scott County, Minnesota in the six (6) months preceding the Payment Date, all as such terms are defined in the Contract for Private Redevelopment, dated July , 2026 (the "Agreement"), between the Authority and the Owner, as the master developer. 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 and interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay the unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2051. 5. 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. 6. 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. B-2 200246008v4 40 7. Nature of Obligation. This Note is the sole note of an issue in the maximum principal amount of $44,575,582, issued to aid in financing certain Qualified Public Redevelopment Costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as amended and Laws of Minnesota 2023, Chapter 64, Article 8, Section 13 (the "Special Legislation") and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on , 2026, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794, as amended and the Special Legislation. 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 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 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 this Note or other costs incident hereto. 8. Estimates of Available Tax Increment. Any estimates of Tax Increment prepared by the Authority or its municipal advisors in connection with the Available Tax Increment and the Agreement are for the benefit of the Authority only, and are not intended as representations on which the Master Developer may rely. THE AUTHORITY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF THIS NOTE. 9. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Finance Director of the City, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner, unless the Authority has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. 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. B-3 200246008v4 41 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 Economic Development Authority for the City of Shakopee, in the name of the person last listed below. Date of Registration Registered Owner Eagle Ventures, LLC Federal ID # Signature of Finance Director PRINCIPAL ADVANCE LEDGER Date of Principal Advance Amount of Principal Advance 200246008v4 B-4 42 EXHIBIT C CERTIFICATE OF COMPLETION WHEREAS, the Economic Development Authority for the City of Shakopee (the "Authority") and Eagle Ventures, LLC (the "Master Developer") have entered into a certain Contract for Private Redevelopment, dated , 2026 (the "Agreement"); and WHEREAS, the Agreement contains certain covenants and restrictions set forth in Articles III and IV thereof related to completing certain Developer Improvements; and WHEREAS, the Master Developer 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; and NOW, THEREFORE, this is to certify that all construction and other physical improvements related to the Developer Improvements specified to be done and made by the Master Developer have been completed and the agreements and covenants in Articles III and IV of the Agreement have been performed by the Master Developer, and this Certificate is intended to be a conclusive determination of the satisfactory termination of the covenants and conditions of Articles III and IV of the Agreement related to completion of the Developer Improvements, but any other covenants in the Agreement shall remain in full force and effect. Dated: , 20 . C-1 200246008v4 43 ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA By Its Executive Director STATE OF MINNESOTA COUNTY OF SCOTT ) SS. ) The foregoing instrument was acknowledged before me this , 20 , by , the Executive Director of the Economic Development Authority for the City of Shakopee, on behalf of the Authority. Notary Public C-2 200246008v4 44 EXHIBIT D FORM OF PRINCIPAL ADVANCE CERTIFICATE PRINCIPAL ADVANCE CERTIFICATE FOR TAX INCREMENT REVENUE NOTE, SERIES 20 ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA The undersigned, on behalf of Eagle Ventures, LLC, a Minnesota limited liability company (the "Master Developer"), hereby certifies that: 1. Pursuant to the Contract for Private Redevelopment, dated , 2026 (the "Agreement"), between the Economic Development Authority for the City of Shakopee, Minnesota (the "Authority") and the Master Developer, on or before this date, the Master Developer has incurred and paid Qualified Public Redevelopment Costs (as defined in the Agreement) in the amount of at least $ . Such costs have been paid as of or prior to the date hereof and are described in detail as follows: a) Costs of correcting Soil Deficiencies (as defined in the Development Agreement) in the amount of at least $ , as evidenced by the invoices included in EXHIBIT A attached hereto. b) Additional costs of installing Developer Improvements (as defined in the Agreement) caused by Soil Deficiencies in the amount of at least $ ,as evidenced by the invoices included in EXHIBIT A attached hereto. c) Costs of the acquisition of the Redevelopment Property in the amount of at least $ , as evidenced by the title company statement or other evidence of payment included in EXHIBIT A attached hereto. 2. The costs described above are Qualified Public Redevelopment Costs reimbursable pursuant to Section 3.4 of the Agreement. 3. The costs described above have not been included in any previous Principal Advance Certificate under Sections 3.4 and 3.5 of the Agreement or paid with any other public financing source. 4. The following costs described above were incurred outside the TIF District, but within the Project Area in the following amounts: 5. The Consulting Engineer has heretofore provided certification that the Developer Improvements (as defined in the Development Agreement) for which reimbursement is requested have been completed based on the Developer Improvements Requirements. 6. No event of default by the Master Developer has occurred and is continuing under the Agreement. D-1 200246008v4 45 7. This certificate complies with Section 4.5 of the Agreement and is provided as evidence of a Principal Advance to be entered as of the date of execution hereof on the Principal Advance Ledger maintained by the registrar of the Tax Increment Revenue Note, Series 20, issued by the Authority in the maximum principal amount of $44,575,582. 8. Capitalized terms used herein that are otherwise not defined shall have the meanings provided such terms in the Agreement. (The remainder of this page is intentionally left blank.) D-2 200246008v4 46 DATED: EAGLE VENTURES, LLC By Its D-3 200246008v4 47 EXHIBIT A EVIDENCE OF REIMBURSABLE QUALIFIED PUBLIC REDEVELOPMENT COSTS 48 WILLA! SHAKOPEE Agenda Item: Prepared by: Reviewed by: Shakopee Economic Development Authority July 7, 2026 EDA Bill List Becky Smith, Accounting Specialist 5.a Action to be considered: Review EDA Bill List Motion Type: Informational only Background: EDA Bill List provided to EDA Commissioners Recommendation: Information Only Budget Impact: N/A Attachments: 49