HomeMy WebLinkAbout3. Joint Public Hearing-Rosemount Inc. Contract for Private Development (including a Business Subsidy Agreement) EDA — 3.
Council — 8.A.
1
SHAKOPEE
TO: Mayor and City Council
FROM: Mark McNeill, City Administrator
DATE: 04/02/2013
SUBJECT: Joint Public Hearing -- Rosemount. Inc Development Agreement (including Business Subsidy
Agreement) (B)
r '
Introduction
ACTION SOUGHT:
The EDA and City Council should reopen and hold a joint public hearing which was continued from the City
Council/EDA meeting of March 15th, regarding a development contract (including a business subsidy agreement)
for Rosemount, Inc./Emerson Process Management.
BACKGROUND:
On February 12th, City Council held a public hearing to consider granting a property tax abatement for
Rosemount. The abatement will help finance a major renovation to the unfinished ADC 2 building in the Valley
Green Industrial Park, which has sat vacant since work on the building stopped in 2000. Rosemount proposes to
finish the building, and, over seven years would commit to creating 400 jobs.
The City Council approved tax abatement following the February 12th public hearing. Scott County followed with
a similar action on February 19th. Independent School District 191 held a public hearing on March 7th to consider
abatement and a development agreement, and will consider approval of the abatement and the development
agreement on April 4th.
Since the February meeting, City staff has been negotiating with Rosemount regarding other incentives, all of which
are intended to meet Rosemount's request for $6 million in economic development assistance. The City is
partnering with the Economic Development Authority, Scott County, the State of Minnesota, and potentially ISD 91
in seeking to meet that level of incentives.
Because these incentives involve a development agreement and a business subsidy plan, a public hearing is
required. The hearing was originally advertised for March 19th, but because the negotiations were still underway at
that time, no action was taken. Instead, the hearing was continued to the April 2 meeting.
DISCUSSION:
CITY INCENTIVES:
The development agreement and business subsidy plan contain the following City of Shakopee and Economic
Development Authority incentives for Rosemount, Inc. (A complete summary of the incentives is shown on an
attachment):
Property Tax Abatement (9 years)* $ 590,496
SAC Credits (up to 125 at $2435 /unit) 304,375
Waive SAC Access Fee (City SAC) 39, 900
Waive City Trunk Storm Water Charge 102,362
Forgivable Loan, 350,000
EAC Fund Balance 103,000
Loan Proceeds 247,000
Total $1,387,133
*Approved by Council 2 /12/13. Net present value $448, 777
SAC Credits: The City Council and EDA have previously identified SAC credits as one method of funding
economic development. Up to 125 SAC credits (value of up to $304,375, at 2013 rates) have been offered to
Rosemount. The total amount of credits that Rosemount will need to use will be determined as building permits are
processed. Unused credits will be returned to the City.
As SAC credits have been used —both for economic development and through regular consumption - -the resulting
dollars have been placed into the sanitary sewer fund. The finance director and other city staff are monitoring the
use and balances of these credits as they are utilized. At some point in the future, a transfer from the sanitary sewer
fund (where the funds for the credits are maintained) to the EDA fund (which may provide the funding for requested
subsidies) will need to take place.
Trunk Sanitary Sewer Charges: The Public Works Director has suggested waiving two other fees —the City Trunk
Sanitary Sewer charge ($39,900), and the City Trunk Storm Water charge (totaling $102,362). Those funds are
reasonably healthy, and logically could be extended as an incentive. Staff feels that the offer of these incentives is
justified because of the major number of jobs to be created by Rosemount. However, the EDAC should examine
and recommend criteria for future uses of these incentives for other proposals.
EDA: The EDA's contribution to the effort includes a forgivable loan totaling $350,000, of which $247,000 would
come from a revolving loan fund which was established many years ago, but has never been used. The balance of
$103,000 is needed to round it to $350,000 would come from the EDA fund balance. The Loan would be repaid if
the Developer doesn't satisfy the requirements of the development contract.
ROSEMOUNT OBLIGATIONS:
The City Attorney's office has drawn up a development contract (including a business subsidy agreement) which
obligates Rosemount to create at least 400 jobs at certain wage levels. In exchange, it will receive the benefits listed
from the City, should the Council/EDA so choose to grant the incentives described above.
Tax Base Increase: In order to qualify for City assistance, Rosemount has agreed to build Phase 1 and Phase 2 of
the minimum Improvements, which are expected to increase the taxable value of the property by $12.15 million
(the increment upon which the abatement was granted). After the abatement period of nine years, Shakopee, Scott
county, and ISD 191 will receive their allocation of property tax levy, and will no longer abate these amounts back
to Rosemount.
Job Creation: Rosemount will also create a minimum of 400 jobs, at a minimum wage value of $14.50 per hour,
exclusive of benefits. In earlier discussions, Rosemount had stated that their intent was to create 500 jobs, and that
number is still their goal. There has been no change in the overall plan for the facility, or for the intended job
creation for the Shakopee project. However, based upon input from the State of Minnesota, and its approach to
these types of agreements, the recommendation from the State was that the development agreement be based on a
more conservative job number (400) in order that minor deviations in job creation in the future would not create
issues under the contracts which Rosemount will enter.
Rosemount has indicated that it would prefer to have one set of head count targets for the compliance reporting, and
therefore has asked that the State and local development agreements to follow a consistent approach. Overall,
Rosemount believes the benefits of the project will still be met with the 400 job target.
Other Provisions: The development agreement also spells out insurance requirements and "claw- back"
OTHER PARTNER INCENTIVES:
While not a part of the EDA/City Council decision, the contract also addresses incentives offered by other
jurisdictions.
Scott County has granted the abatement and approved the development contract. In the contract, it has also offered
a sizable incentive in the value of fiber optic which has been extended to Rosemount. The connectivity offer is not
just for this site, but would also serve Rosemount's other Twin Cities locations. That commitment for fiber optic
network/broadband access is for 20 years at a set price; the County will also provide up $150,000 to help defray the
cost of extending fiber to the ADC site and to the other facilities.
School District 191 is expected to act on the abatement and development agreement action on April 4th. If it
chooses not to participate, the development contract will be modified to omit reference to the School District.
Potential Sales Tax Exemption: While not part of this agreement, but an integral part of meeting the incentives
requests of Rosemount, company and city staff have been working with GreaterMSP and the State of Minnesota as
well. A large part of the State's incentives (either a sales tax abatement, or the provision of additional money to
DEED's economic development efforts) requires special action by the Minnesota Legislature during its 2013
session. It is unknown at this time as to the outcome.
State Grants: The State has also offered up to $1.2 million in a matching infrastructure grant (the match would be
met by assessments against the benefitted properties); up to $400,000 in a Jobs Skills Partnership grant; and a
Minnesota Investment Fund grant of $500,000.
RECOMMENDATION:
This is a joint Public Hearing. After the hearing is reopened and testimony is taken, the EDA and Council should
consider adoption of the resolutions which will approve the development agreement (including the business subsidy
sgreement).
RELATIONSHIP TO VISIONING:
This supports Goal B, "Positively manage the challenges and opportunities presented by growth, development, and
change."
ACTION REQUIRED:
If the EDA and Council concur, they should individually adopt the following resolutions as applicable.
Economic Development Authority:
RESOLUTION NO. 2013-2
RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT (INCLUDING A BUSINESS
SUBSIDY AGREEMENT) WITH THE CITY OF SHAKOPEE, MINNESOTA, SCOTT COUNTY,
MINNESOTA, INDEPENDENT SCHOOL DISTRICT NO. 191 (BURNSVILLE — EAGAN— SAVAGE), AND
ROSEMOUNT INC.
And...
City Council:
RESOLUTION NO. 7288
RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT (INCLUDING A BUSINESS
SUBSIDY AGREEMENT) WITH THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF
SHAKOPEE, MINNESOTA, SCOTT COUNTY, MINNESOTA, INDEPENDENT SCHOOL DISTRICT NO. 191
(BURNSVILLE — EAGAN— SAVAGE), AND ROSEMOUNT INC.
Mark McNeill
City Administrator
MM:en
Attachments: Rosemount Incentives
Rosemount Development Agreement
Rosemount EDA Resolution
Rosemount CC Resolution
Proposed Economic Development Incentives for Emerson /Rosemount, Inc.
Emerson /Rosemount, Inc.
Incentives Summa
ACTUAL NPV
SCHOOL (Requested)
Property Tax Abatement (9 years) $366,925 $278,863
COUNTY:
Property Tax Abatement (9 years) $570,608 $433,662
$1.62 million
Fiber Optic over 9 years
CITY: Dependent upon action by the 2013
Property Tax Abatement (9 years) $590,496 $448,777 State Legislature.
SAC Credits (up to 125 @ $304,375
$2435 /unit) The fiscal incentives identified here
Waive SAC Access Fee (City SAC) $39,900 are the maximum amounts
Waive City Trunk Sanitary Sewer contingent upon approval of all the
Up to $112,000
Chrg government entities (city, county,
Forgivable Loan $350,000 state); the implementation of the
EAC Fund Balance $103,000 Emerson plan being proposed; the
Loan Proceeds $247,000': approved financing plan between the
City and Emerson; the approved
financing plan between the County
STATE:
and Emerson; the total number of
Infrastructure Grant $1.2 million (up to)
new jobs being created and wages
MN Jobs Skills Partnership Grant I $400,000 (up to) being paid, and the parties entering
MN Investment Fund Grant g $500,000 into all of the appropriate
Sales Tax Exemption on bldg. development agreements.
materials, equipment, furniture, $800,000
and IT*
Sixth Draft
Thursday, March 28, 2013
CONTRACT
FOR
PRIVATE DEVELOPMENT
between
CITY OF SHAKOPEE, MINNESOTA,
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF SHAKOPEE, MINNESOTA,
SCOTT COUNTY, MINNESOTA,
INDEPENDENT SCHOOL DISTRICT NO. 191
(BURNSVILLE— EAGAN — SAVAGE),
and
ROSEMOUNT INC.
Dated as of: , 2013
This document was drafted by:
KENNEDY & GRAVEN, Chartered (JAE)
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Telephone: 337 -9300
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 City 7
Section 2.2. Representations by the County 7
Section 2.3. Representations by the School District 7
Section 2.4. Representations by the Authority 7
Section 2.5. Representations and Warranties by the Developer 8
ARTICLE III
Property Tax Abatement
Section 3.1. Status of Development Property 9
Section 3.2. Environmental Conditions 9
Section 3.3. Minimum Improvements 9
Section 3.4. City Property Tax Abatement 9
Section 3.5. County Property Tax Abatement 10
Section 3.6. School District Property Tax Abatement 11
Section 3.7. City Development Assistance 11
Section 3.8. Authority Loan 12
Section 3.9. County Development Assistance 12
Section 3.10. Payment of Administrative Costs 12
Section 3.11. Records 12
Section 3.12. Business Subsidy Agreement 12
Section 3.13. Additional Job and Wage Requirements 15
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements 17
Section 4.2. Construction Plans 1
Section 4.3. Commencement and Completion of Construction 18
Section 4.4. Certificate of Completion 18
ARTICLE V
Insurance and Condemnation
Section 5.1. Insurance 19
Section 5.2. Subordination 20
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ARTICLE VI
Taxes; Minimum Market Value
Section 6.1. Right to Collect Delinquent Taxes 21
Section 6.2. Reduction of Taxes 21
ARTICLE VII
Financing
Section 7.1. Financing 22
Section 7.2. Modification; Subordination 22
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development 23
Section 8.2. Prohibition Against Developer's Transfer of Property and Assignment of
Agreement 23
Section 8.3. Release and Indemnification Covenants 24
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined 26
Section 9.2. Remedies on Default 26
Section 9.3. No Remedy Exclusive 27
Section 9.4. No Additional Waiver Implied by One Waiver 27
Section 9.5. Attorney Fees 27
Section 9.6. Default by City, Authority, County, or School District 27
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable 28
Section 10.2. Equal Employment Opportunity 28
Section 10.3. [Intentionally Omitted] 28
Section 10.4. Provisions Not Merged With Deed 28
Section 10.5. Titles of Articles and Sections 28
Section 10.6. Notices and Demands 28
Section 10.7. Counterparts 29
Section 10.8. Recording 29
Section 10.9. Partnership Between Developer and School District 29
SIGNATURES S -1
SCHEDULE A Development Property A -1
SCHEDULE B Authority Loan Security Agreement B -1
SCHEDULE C Certificate of Completion C -1
SCHEDULE D Form of Subordination Agreement D -1
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CONTRACT FOR PRIVATE DEVELOPMENT
THIS CONTRACT FOR PRIVATE DEVELOPMENT (the "Agreement ") is made as of
, 2013, by and between the CITY OF SHAKOPEE, MINNESOTA, a Minnesota municipal
corporation (the "City "), 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 "), SCOTT COUNTY, MINNESOTA, a political subdivision of the State of Minnesota
(the "County "), INDEPENDENT SCHOOL DISTRICT NO. 191 (BURNSVILLE— EAGAN—
SAVAGE), a duly organized and existing school district in the State of Minnesota (the "School District "),
and ROSEMOUNT INC., a Minnesota corporation (the "Developer ").
RECITALS
WHEREAS, pursuant to Minnesota Statutes, Sections 469.1812 to 469.1815 (the "Abatement
Act "), the City, the County, and the School District are authorized to abate property taxes in order to
increase or preserve tax base and provide employment opportunities; and
WHEREAS, the Authority was created pursuant to Minnesota Statutes, Sections 469.090 to
469.1081, as amended (the "EDA Act ") and was authorized to transact business and exercise its powers by a
resolution of the City Council of the City; and
WHEREAS, pursuant to Minnesota Statutes, Sections 1161993 through 1161995, as amended (the
"Business Subsidy Act "), the City, the Authority, and the County are authorized to grant business subsidies to
facilitate development in the City, the County, and the State of Minnesota (the "State "); and
WHEREAS, Rosemount Inc., a Minnesota corporation, or any of its affiliates (the "Developer "),
has proposed to acquire real property located in the City and described in Schedule A (the "Development
Property") and construct and equip improvements to the existing 500,000 square feet building shell over
five years to create an approximately 285,000 square foot facility which will include manufacturing, a
research and development lab, office space and warehouse space (collectively, the "Minimum
Improvements "); and
WHEREAS, pursuant to the Abatement Act, the City Council of the City, the Board of
Commissioners of the County, and the Board of Education of the School District have each approved
resolutions authorizing abatements of a portion of real property taxes on the Development Property; and
WHEREAS, in order to help finance the Minimum Improvements, the Authority has agreed to
provide a forgivable loan to the Developer in the amount of $350,000 (the "Authority Loan"), provided
that the Developer complies with Sections 3.12 and 3.13 hereof; and
WHEREAS, in order to reimburse the Developer for certain costs related to the construction of the
Minimum Improvements and make the Project fmancially feasible, the Developer has requested the
following assistance: (i) tax abatement from the City for up to nine years in the maximum amount of
$590,496 pursuant to the Act; (ii) tax abatement from the County for up to nine years in the maximum
amount of $570,608 pursuant to the Act, with an annual maximum of $64,401; (iii) tax abatement from the
School District for up to nine years in the maximum amount of $366,925 with an annual maximum of
$40,769; (iv) a sewer availability charge ( "SAC ") credit from the City in the amount of up to $304,375; (v) a
waiver of SAC access fee from the City in the amount of up to $39,900; (vi) a waiver of trunk sanitary sewer
charge from the City in the amount of up to $112,000; (vii) the Authority Loan in the amount of $350,000;
and (viii) fiber optic network/broadband access from the County for up to twenty (20) years at a set price and
417759v6 JAE SH155-290 1
up to $150,000 from the County to help pay the costs of extending the County's fiber assets to the
Development Property and to the Developer's other three facilities; and
WHEREAS, the County, the School District, and the City have determined that the financial
assistance provided to the Developer as contemplated herein and the fulfillment generally of this
Agreement are in the best interests of the City, County, and the School District and the health, safety,
morals, and welfare of their residents, and in accord with the public purposes and provisions of the
applicable State and local laws and requirements under which this Agreement has been undertaken; and
NOW, THEREFORE, in consideration of the mutual obligations contained in this Agreement, the
parties agree as follows:
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417759v6 JAE SH155 -290 2
ARTICLE 1
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the
context:
"Abatement Capacity" means the maximum amount of property taxes that may be abated in any
year by a political subdivision under Section 469.1813, subdivision 8 of the Act, as amended. As of the
date of this Agreement, the Abatement Capacity for the City is the greater of 10% of the net tax capacity
of the City for the taxes payable year to which the abatement applies or $200,000. As of the date of this
Agreement, the Abatement Capacity for the County is the greater of 10% of the net tax capacity of the
County for the taxes payable year to which the abatement applies or $200,000. As of the date of this
Agreement, the Abatement Capacity for the School District is the greater of 10% of the net tax capacity of
the School District for the taxes payable year to which the abatement applies or $200,000.
"Act" means Minnesota Statutes, Sections 469.1812 to 469.1815, as amended.
"Agreement" means this Contract for Private Development, as the same may be from time to time
modified, amended, or supplemented.
"Authority" means the Economic Development Authority for the City of Shakopee, Minnesota.
"Authority Loan" means the forgivable loan from the Authority to the Developer in the amount of
$350,000 described in Section 3.8 hereof.
"Authority Loan Security Agreement" is the Security Agreement set forth in Schedule B, which
secures the Authority Loan.
"Available Abatement" means the sum of the City Available Abatement, County Available
Abatement, and School District Available Abatement.
"Business Day" means any day except a Saturday, Sunday, legal holiday, a day on which the City
or County 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 1161993 to 1161995, as amended.
"Certificate of Completion" means the certification provided to the Developer, or the purchaser of
any part, parcel or unit of the Development Property, pursuant to Section 4.4 of this Agreement.
"City" means the City of Shakopee, Minnesota.
"City Abatement" means the real property taxes (i) generated in any tax- payable year by
extending the City's local tax rate for that year against the tax capacity of the Minimum Improvements,
excluding the tax capacity of the land (as established each year during the Abatement), the tax capacity of
the existing building (as established for tax- payable year 2013) and any portion of the tax capacity
attributable to the areawide tax under Minnesota Statutes, Chapter 473F as of January 2 in the prior year,
and (ii) paid to the City by the County.
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"City Abatement Resolution" means the resolution adopted by the City Council of the City on
February 12, 2013, regarding abatement of property taxes on the Development Property.
"City Available Abatement" means, on each Payment Date, the City Abatement generated in the
preceding six (6) months with respect to the Development Property and remitted to the City by the
County, or such lesser amount as shall cause (i) the cumulative principal amount of the City Abatement
paid to the Developer during the term of this Agreement to be no more than $590,496; and (ii) the
cumulative principal amount of the City Available Abatement, the County Available Abatement, and the
School District Available Abatement paid to the Developer during the term of this Agreement to be no
more than $1,528,029.
"City Development Assistance" means the (i) a sewer availability charge credit from the City to the
Developer; (ii) the City's waiver of sewer availability access fee for the Developer; and (iii) the City's waiver
of the trunk sanitary sewer charge for the Developer, as more fully described in Section 3.7 hereof.
"Compliance Date" means, for purposes of the job and wage creation goals set forth in
Sections 3.12 and 3.13 hereof, the date which is two years after the date the Developer occupies the
Minimum Improvements.
"Construction Plans" means the plans, specifications, drawings and related documents on the
construction work to be performed by the Developer on the Development Property, including each phase
of the Minimum Improvements and the related site improvements, which (a) shall be as detailed as the
plans, specifications, drawings and related documents which are submitted to the appropriate building
officials of the City, and (b) shall include at least the following: (1) site plan; (2) foundation plan; (3)
basement plans; (4) floor plan for each floor; (5) cross sections of each (length and width); (6) elevations
(all sides); (7) landscape plan; and (8) such other plans or supplements to the foregoing plans as the City
may reasonably request to allow it to ascertain the nature and quality of the proposed construction work.
"County" means Scott County, Minnesota.
"County Abatement" means the real property taxes (i) generated in any tax- payable year by
extending the County's local tax rate for that year against the tax capacity of the Minimum Improvements
excluding the land (as established each year during the Abatement), the tax capacity of the existing
building (as established for tax- payable year 2013) and excluding any portion of the tax capacity
attributable to the areawide tax under Minnesota Statutes, Chapter 473F as of January 2 in the prior year,
and (ii) paid to the City by the County.
"County Abatement Resolution" means the resolution adopted by the Board of Commissioners of
the County on February 19, 2013, regarding abatement of property taxes on the Development Property.
"County Available Abatement" means, on each Payment Date, the County Abatement generated
in the preceding six (6) months with respect to the Development Property and transferred to the City by
the County, or such lesser amount as shall cause (i) the cumulative principal amount of the County
Abatement paid to the Developer during the term of this Agreement to be no more than $570,608 with an
annual payment of no more than $64,401; and (ii) the cumulative principal amount of the City Available
Abatement, the County Available Abatement, and the School District Available Abatement paid to the
Developer during the term of this Agreement to be no more than $1,528,029.
"County Development Assistance" means the provision of: (i) fiber optic network/broadband
access to the Developer for up to twenty (20) years at a set price; and (ii) fmancial assistance to the Developer
to help pay the costs of extending the County's fiber assets to the Development Property and to the
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Developer's other three facilities in the amount of up to $150,000, as more fully described in Section 3.9
hereof.
"Developer" means Rosemount Inc., a Minnesota corporation, or its permitted successors and
assigns.
"Development Property" means the real property described in Schedule A of this Agreement.
"EDA Act" means Minnesota Statutes, Sections 469.090 to 469.1081, as amended.
"Event of Default" means an action by the Developer listed in Article IX of this Agreement.
"Holder" means the owner of a Mortgage.
"Indemnified Parties" means the City, the Authority, the County, the School District and the
governing body members, officers, agents, servants, invitees, directors, partners, members, managers
and /or employees thereof.
"Minimum Improvements" means the construction and equipping of improvements consisting of an
approximately 285,000 square feet build out of an existing 500,000 square feet building shell on the
Development Property in three phases, which shall include approximately 72,000 square feet of
manufacturing space, 26,000 square feet of research and development space, 145,000 square feet of office
space, and 42,000 square feet of warehouse space.
"Mortgage" means any mortgage made by the Developer which is secured, in whole or in part,
with the Development Property and which is a permitted encumbrance pursuant to the provisions of
Article VIII of this Agreement.
"Payment Date" means each February 1 and August 1, commencing August 1, 2015; provided that if
any such Payment Date is not a Business Day, the Payment Date shall be the next succeeding Business Day.
"Phase" or "Phases" means one or more of the Phase One of the Minimum Improvements, Phase Two
of the Minimum Improvements, and Phase Three of the Minimum Improvements.
"Phase One of the Minimum Improvements" means the acquisition of the Development Property by
the Developer, the completion of approximately 186,600 square feet of build out of an existing 500,000
square feet building shell on the Development Property and the completion of infrastructure for receiving,
shipping, warehouse and manufacturing utilities.
"Phase Two of the Minimum Improvements" means the completion of an additional approximately
67,000 square feet of build out of an existing 500,000 square feet building shell on the Development
Property, the completion of assembly lines for the main product lines to fulfill two to three year capacity
needs, and completion of space for the manufacturing support groups and technology labs.
"Phase Three of the Minimum Improvements" means the completion of an additional approximately
31,400 square feet of build out of an existing 500,000 square feet building shell on the Development
Property and the completion of assembly lines for the all product lines to fulfill five year capacity needs.
"Project" means the Development Property as improved with the Minimum Improvements.
417759v6 JAE SH155 -290 5
"School District" means Independent School District No. 191 (Burnsville —Eagan— Savage), a
duly organized and existing school district in the State.
"School District Abatement" means the real property taxes (i) generated in any tax- payable year
by extending the School District's local tax rate for that year against the tax capacity of the Minimum
Improvements, excluding the tax capacity of the land (as established each year during the Abatement), the
tax capacity of the existing building (as established for tax- payable year 2013) and any portion of the tax
capacity attributable to the areawide tax under Minnesota Statutes, Chapter 473F as of January 2 in the
prior year, and (ii) paid to the City by the County as directed by the School District.
"School District Abatement Resolution" means the resolution approved by the Board of
Education of the School District on April 4, 2013, regarding abatement of property taxes on the
Development Property.
"School District Available Abatement" means, on each Payment Date, the School District
Abatement generated in the preceding six (6) months with respect to the Development Property and
transferred to the City by the School District, or such lesser amount as shall cause (i) the cumulative
principal amount of the School District Abatement paid to the Developer during the term of this
Agreement to be no more than $366,925 with an annual payment of no more than $40,769; and (ii) the
cumulative principal amount of the City Available Abatement, the County Available Abatement, and the
School District Available Abatement paid to the Developer during the term of this Agreement to be no
more than $1,528,029.
"State" means the State of Minnesota.
"Tax Abatements" means collectively the City Abatement, the County Abatement, and the School
District Abatement.
"Tax Official" means any County assessor, County auditor, County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court
of the State, or the State Supreme Court.
"Transfer" has the meaning set forth in Section 8.2(a) hereof.
"Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be
excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse
weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by
third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any
federal, state or local governmental unit (other than the City in exercising their rights under this
Agreement) which directly result in delays. Unavoidable Delays shall not include delays in the
Developer's obtaining of permits or governmental approvals necessary to enable construction of the
Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement,
so long as the Construction Plans have been approved in accordance with Section 4.2 hereof.
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417759v6 JAE SH155-290 6
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the City. The City makes the following representations and
warranties as the basis for its covenants herein:
(a) The City is a statutory city duly organized and existing under the laws of the State.
Under the provisions of the Act, the City has the power to enter into this Agreement and carry out its
obligations hereunder.
(b) The City proposes to the City Development Assistance and grant abatement of taxes on
the Development Property and the Minimum Improvements thereon, to assist in financing the Minimum
Improvements, which will increase the tax base and create significant employment opportunities within
the City.
Section 2.2. Representations by the County. The County makes the following representations
and warranties as the basis for its covenants herein:
(a) The County is a political subdivision of the State, duly organized and existing under the
laws of the State. Under the provisions of the Act, the County has the power to enter into this Agreement
and carry out its obligations hereunder.
(b) The County proposes to grant abatement of taxes on the Development Property and the
Minimum Improvements thereon, for the purposes of increasing the tax base and creating employment
opportunities within the County.
Section 2.3. Representations by the School District. The School District makes the following
representations and warranties as the basis for its covenants herein:
(a) The School District is a political subdivision of the State, duly organized and existing
under the laws of the State. Under the provisions of the Act, the School District has the power to enter
into this Agreement and carry out its obligations hereunder.
(b) The School District proposes to grant abatement of taxes on the Development Property
and the Minimum Improvements thereon, for the purposes of increasing the tax base, creating
employment opportunities within the School District, and establishing a partnership between the School
District and the Developer for educational programs for the students of the School District.
Section 2.4. Representations by the Authority. The Authority makes the following
representations and warranties as the basis for its covenants herein:
(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, the Authority has the power to enter into this
Agreement and carry out its obligations hereunder.
(b) The Authority proposes to provide financial assistance to the Developer through the
Authority Loan to aid in the cost of constructing the Minimum Improvements for the purpose of
417759v6 JAE SH155 -290 7
increasing tax base, creating employment opportunities, and encouraging economic opportunities within
the City.
Section 2.5. Representations and Warranties by the Developer. The Developer makes the
following representations and warranties as the basis for its covenants herein:
(a) The Developer is a corporation, duly organized and in good standing under the laws of
the State of Minnesota, is not in violation of any provisions of its articles of incorporation or its bylaws, is
duly authorized to transact business within the State, has power to enter into this Agreement and has duly
authorized the execution, delivery and performance of this Agreement by proper action of its officers.
(b) The Developer will construct the Minimum Improvements and cause the Minimum
Improvements to be operated and maintained in accordance with the terms of this Agreement and all
local, state and federal laws and regulations (including, but not limited to, environmental, zoning,
building code and public health laws and regulations).
(c) The Developer has received no notice or communication from any local, state or federal
official that the activities of the Developer with respect to the Minimum Improvements may be or will be
in violation of any environmental law or regulation (other than those notices or communications of which
the City is aware). The Developer is aware of no facts the existence of which would cause it to be in
violation of or give any person a valid claim under any local, state or federal environmental law,
regulation or review procedure with respect to the Minimum Improvements.
(d) The Developer will construct the Minimum Improvements in accordance with all local,
state or federal energy - conservation laws or regulations.
(e) The Developer will obtain, in a timely manner, all required permits, licenses and
approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal
laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully
constructed.
(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 Developer is now a party or by which it is bound, or constitutes a default
under any of the foregoing, which default or breach might prevent the Developer from performing its
obligations under this Agreement.
(g) The Developer shall promptly advise the City, the County, and the School District in
writing of all litigation or claims affecting any part of the Minimum Improvements and all written
complaints and charges made by any governmental authority materially affecting the Minimum
Improvements or materially affecting the Developer or its business which may delay or require changes in
construction of the Minimum Improvements.
(h) The Developer is not in default under any business subsidy agreement pursuant to
Section 116J.994 of the Business Subsidy Act.
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417759v6 JAE SH155 -290 8
ARTICLE III
Property Tax Abatement
Section 3.1. Status of Development Property. As of the date of this Agreement, the Developer has
entered into a purchase agreement to acquire the Development Property. The City, Authority, County, and
School District shall have no obligation to acquire the Development Property or any portion thereof.
Section 3.2. Environmental Conditions.
(a) The Developer acknowledges that the City, Authority, County, and School District make no
representations or warranties as to the condition of the soils on the Development Property or the fitness of the
Development Property for construction of the Minimum Improvements or any other purpose for which the
Developer may make use of such property, and that the assistance provided to the Developer under this
Agreement neither implies any responsibility by the City, Authority, County, or School District for any
contamination of the Development Property nor imposes any obligation on such parties to participate in any
cleanup of the Development Property.
(b) Without limiting its obligations under Section 8.3 of this Agreement, the Developer further
agrees that it will indemnify, defend, and hold harmless the Indemnified Parties from any claims or actions
arising out of the presence, if any, of ha.7ardous wastes or pollutants existing on or in the Development
Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of the
actions or omissions of the Indemnified Parties. Nothing in this section will be construed to limit or affect
any limitations on liability of the City or County under State or federal law, including without limitation
Minnesota Statutes, Sections 466.04 and 604.02.
Section 3.3. Minimum Improvements. The Developer hereby covenants to construct the
Minimum Improvements on the Development Property pursuant to the terms and conditions of this
Agreement. The Minimum Improvements consist of the construction and equipping of improvements of
an approximately 285,000 square feet build out of an existing 500,000 square feet building shell on the
Development Property in three phases, which shall include approximately 72,000 square feet of
manufacturing space, 26,000 square feet of research and development space, 145,000 square feet of office
space, and 42,000 square feet of warehouse space. Phase One of the Minimum Improvements is expected
to be constructed during calendar years 2013 and 2014. Phase Two of the Minimum Improvements is
expected to be constructed during calendar years 2014 through 2016. Construction of Phase Three of the
Minimum Improvements is expected to commence during calendar year 2017. The Developer anticipates
growing its business and eventually utilizing the remaining 215,000 square feet of the existing building.
Section 3.4. City Property Tax Abatement.
(a) Generally. In order to make the Project economically feasible, the City will grant the
City Abatement to the Developer commencing August 1, 2015 and continuing through February 1, 2024.
In no event shall the City Abatement exceed a cumulative total of $590,496 over the term of the City
Abatement. In no event shall the City Abatement, the County Abatement and the School District
Abatement provided to Developer from August 1, 2015 through February 1, 2024, exceed $1,528,029.
The City Abatement will reimburse the Developer for a portion of the costs of completing the Project.
Subject to the City Abatement Volume Cap described in Section 3.4(b), the City shall pay the Developer
the City Available Abatement each February 1 and August 1 (each a "Payment Date "), commencing
August 1, 2015, and terminating on February 1, 2024.
417759v6 JAE SH155 -290 9
(b) Limitations. The pledge of City Available Abatement is subject to all the terms and
conditions of the City Abatement Resolution. The City Available Abatement is payable solely from and
to the extent of the City Abatement, and nothing herein shall be construed to obligate the City to make
payments from any other funds. The City makes no warranties or representations as to the amount of the
City Available Abatement. Any estimates of City Available Abatement amounts prepared by the City's
financial consultants are for the benefit of the City only, and the Developer is not entitled to rely on such
estimates.
The Developer further acknowledges that the total property tax abatements payable by the City in
any year may not exceed the greater of $200,000 or ten percent (10 %) of the net tax capacity of the City for
the taxes payable year to which the abatement applies (the "City Abatement Volume Cap "), all pursuant to
Section 469.1813, subdivision 8 of the Act. The City does not warrant or represent that the City Abatement
in the amounts pledged under this Agreement will be within the City's Abatement Volume Cap. The City
represents that it has previously granted one other abatement under the Abatement Act that is ongoing as of
the date of this agreement and which shall be paid prior to the City Abatement hereunder. The City has not
granted any other abatement under the Act as of the date of this Agreement, and agrees that if the City grants
any additional abatements under the Act during the term of this Agreement, the City's Abatement Volume
Cap will be allocated first to the abatements granted prior to the date of this Agreement and to the City
Abatement pledged pursuant to this Agreement.
Section 3.5. County Property Tax Abatement.
(a) Generally. In order to make the Project economically feasible, the County will grant the
County Abatement to the Developer commencing August 1, 2015 and continuing through February 1,
2024. In no event shall the County Abatement exceed $64,401 in any year or a cumulative total of $570,608
over the term of the County Abatement. Further, in no event shall the cumulative City Abatement, County
Abatement and School District Abatement paid to the Developer during the term of this Agreement
exceed an amount of $1,528,029. The County Abatement will reimburse the Developer for a portion of
the costs of the Project. Subject to the County Abatement Volume Cap described in Section 3.5(b), the
County shall pay the City the County Available Abatement on or before the business day prior to each
Payment Date, commencing the business day prior to August 1, 2015, and continuing through the
business day prior to February 1, 2024. The transfer by the County of the County Available Abatement to
the City will be accompanied by electronic communication to the City's Finance Director providing the
amount of the County Available Abatement transferred. The City shall disburse the County Available
Abatement received pursuant to this Section to the Developer on each Payment Date.
(b) Limitations. The pledge of County Available Abatement is subject to all the terms and
conditions of the County Abatement Resolution. The County Available Abatement is payable solely from
and to the extent of the County Abatement, and nothing herein shall be construed to obligate the County
to make payments from any other funds. The County makes no warranties or representations as to the
amount of the County Available Abatement. Any estimates of County Available Abatement amounts
prepared by the County's financial consultants are for the benefit of the County only, and the Developer is
not entitled to rely on such estimates.
The Developer further acknowledges that the total property tax abatements payable by the County in
any year may not exceed the greater of $200,000 or ten percent (10 %) of the net tax capacity of the County
for the taxes payable year to which the abatement applies (the "County Abatement Volume Cap "), all
pursuant to Section 469.1813, subdivision 8 of the Act. The County does not warrant or represent that the
County Abatement in the amounts pledged under this Agreement will be within the County's Abatement
Volume Cap. The County represents that it has previously granted three other abatement under the
Abatement Act that are ongoing as of the date of this agreement and which shall be paid prior to the City
417759v6 JAE SH155 -290 10
Abatement hereunder. The County has not granted any other abatement under the Act as of the date of this
Agreement, and agrees that if the County grants any additional abatements under the Act during the term of
this Agreement, the County's Abatement Volume Cap will be allocated first to the abatements granted prior
to the date of this Agreement and to the County Abatement pledged pursuant to this Agreement.
Section 3.6. School District Property Tax Abatement.
(a) Generally. In order to make the Project economically feasible, the School District will
grant the School District Abatement to the Developer commencing August 1, 2015 and continuing through
February 1, 2024. In no event shall the School District Abatement exceed $40,769 in any year or a
cumulative total of $366,925 over the term of the School District Abatement. Further, in no event shall the
cumulative City Abatement, County Abatement and School District Abatement paid to the Developer
during the term of this Agreement exceed an amount of $1,528,029. The School District Abatement will
reimburse the Developer for a portion of the costs of the Project. Subject to the School District
Abatement Volume Cap described in Section 3.6(b), the District shall direct the County to pay the City
the School District Available Abatement on or before the business day prior to each Payment Date,
commencing the business day prior to August 1, 2015, and continuing through the business day prior to
February 1, 2024. The transfer by the County of the School District Available Abatement to the City will
be accompanied by electronic communication to the City's Finance Director providing the amount of the
School District Available Abatement transferred. The City shall disburse the School District Available
Abatement received pursuant to this Section to the Developer on each Payment Date.
(b) Limitations. The pledge of School District Available Abatement is subject to all the
terms and conditions of the School District Abatement Resolution. The School District Available
Abatement is payable solely from and to the extent of the School District Abatement, and nothing herein
shall be construed to obligate the School District to make payments from any other funds. The School
District makes no warranties or representations as to the amount of the School District Available
Abatement. Any estimates of School District Available Abatement amounts prepared by the County's
financial consultants are for the benefit of the County only, and the Developer is not entitled to rely on
such estimates.
The Developer further acknowledges that the total property tax abatements payable by the School
District in any year may not exceed the greater of $200,000 or ten percent (10 %) of the net tax capacity of the
School District for the taxes payable year to which the abatement applies (the "School District Abatement
Volume Cap "), all pursuant to Section 469.1813, subdivision 8 of the Act. The School District does not
warrant or represent that the School District Abatement in the amounts pledged under this Agreement will be
within the School District's Abatement Volume Cap. The School District has not granted any other
abatement under the Act as of the date of this Agreement, and agrees that if the School District grants any
additional abatements under the Act during the term of this Agreement, the School District's Abatement
Volume Cap will be allocated first to the abatements granted prior to the date of this Agreement and to the
School District Abatement pledged pursuant to this Agreement.
Section 3.7. City Development Assistance. In addition to the City Abatement and in consideration
for the Developer's promise to construct the Minimum Improvements and create the jobs set forth in
Sections 3.12 and 3.13, the City has agreed to provide the Developer with SAC credits for the Minimum
Improvements in the amount of up to $304,375, a waiver of the SAC access fee for the Minimum
Improvements in the amount of up to $39,900, and a waiver of the trunk sanitary sewer charge for the
Minimum Improvements in an amount of up to $112,000 (the "City Development Assistance "). If the
Developer does not complete the Minimum Improvements and does not create the jobs required by
Sections 3.12 and 3.13 within two years of the Compliance Date, the Developer must repay all or a portion of
417759v6 JAE SH155 -290 11
the City Development Assistance as required by Sections 3.12(c) and 3.13(b). Any SAC credits not used by
the Developer shall be returned to the City.
Section 3.8. Authority Loan. In order to make the Minimum Improvements economically feasible,
and in consideration for the Developer's promise to construct the Minimum Improvements and create the
jobs set forth in Sections 3.12 and 3.13, the Authority will provide the Developer with a forgivable loan in the
amount of $350,000 for the purchase of equipment for the Minimum Improvements pursuant to the terms of
this Agreement and the Authority Loan Security Agreement set forth Schedule B attached hereto. The
Authority will provide the loan of $350,000 upon receipt from the Developer of an invoice for one or more
pieces of equipment in an amount at least equal to $350,000 and an executed Authority Loan Security
Agreement.
The Authority Loan shall be forgiven and the Security Agreement released upon completion of
Phase One and Phase Two of the Minimum Improvements and the satisfaction of the requirements of
Sections 3.12 and 3.13. If the Developer does not complete Phase One and Phase Two of the Minimum
Improvements and does not create the jobs required by Sections 3.12 and 3.13 within two years of the
Compliance Date, the Developer must repay all or a portion of the Authority Loan as required by Sections
3.12(c) and 3.13(b).
Section 3.9. County Development Assistance. In addition to the County Abatement and in
consideration for the Developer's promise to construct the Minimum Improvements and create the jobs set
forth in Sections 3.12 and 3.13, the County has agreed to provide the Developer with network/broadband
assistance in the form of use and capacity of the County's fiber network. The County will contribute 50 %; to
a maximum of $150,000.00 towards the cost of extending the County's fiber assets from its current location
to the Development Property and to the Developer's other three facilities located at: 8200 Market in
Chanhassen; 12001 Technology Drive in Eden Prairie; and, 8000 Norman Center Drive in Bloomington. The
County will, in partnership with Access Communication, provide the Developer (1) a one gigabit connection
between all four of the above noted facilities (local area network) and to the telecommunications hub (511
building) in Minneapolis for a direct connection to the Emerson Global Network at a fixed and constant rate
of $3,500.00 per month; for a minimum period of ten (10) years and up to twenty (20) years provided the
Developer's promise to create the jobs set forth in Sections 3.12 and 3.13 is, at a minimum, maintained
through this period.
Section 3.10. Payment of Administrative Costs. The Developer will pay to the City all out of
pocket costs incurred by the City, the Authority the County, and the School District (including without
limitation attorney and fiscal consultant fees) in the negotiation and preparation of this Agreement and
other documents and agreements in connection with the development contemplated hereunder
(collectively, the "Administrative Costs "). Administrative Costs shall be evidenced by invoices,
statements or other reasonable written evidence of the costs incurred by the City, the Authority, the
County, or the School District. The Developer shall pay Administrative Costs from time to time within
30 days after receipt of written notice thereof from the City. The City shall transfer to the County and
School District any portion of Administrative Costs attributable to the County and School District
promptly upon receipt of payment from the Developer.
Section 3.11. Records. The City, the County, the School District and their respective
representatives shall have the right at all reasonable times after reasonable notice to inspect, examine and
copy all books and records of Developer relating to the Project. The Developer shall also use its best
efforts to cause the contractor or contractors, all subcontractors and their agents and lenders to make their
books and records relating to the Project available to the City, the County and the School District, upon
reasonable notice, for inspection, examination and audit.
417759v6 JAE SH155 -290 12
Section 3.12. Business Subsidy Agreement. The provisions of this Section constitute the
"business subsidy agreement" in connection with the business subsidy provided by the City, the
Authority, and the County for the purposes of Minnesota Statutes, Sections 116J.993 to 116J.995 (the
"Business Subsidy Act ").
(a) General Terms. The parties agree and represent to each other as follows:
(1) The business subsidy provided to the Developer under this Agreement consists of
(i) the City Abatement; (ii) the County Abatement; (iii) the City Development Assistance; and
(iv) the Authority Loan. All such payments and grants represent forgivable loans that are
repayable by the Developer in accordance with this Section.
(2) The public purposes of the subsidies are to provide employment opportunities,
increase the tax base of the City and the County and encourage economic development within the
City and the County.
(3) The goals for the subsidies are to secure development of the Minimum
Improvements, to maintain Phase One and Phase Two of the Minimum Improvements as a
manufacturing facility for at least five years as described in clause (6) below, and to create the
jobs and wage levels in accordance with Section 3.12(b) hereof.
(4) If the goals described in clause (3) are not met, the Developer must make the
payments to the City described in Section 3.12(c).
(5) The subsidies are needed to induce the Developer to locate its operations in the
City, thus enhancing job and tax base growth for the City, the County, and the State as a whole.
Absent the subsidy provided in this Agreement, the expansion would likely occur in another city.
(6) The Developer must continue operation of Phase One and Phase Two of the
Minimum Improvements as a manufacturing facility for at least five years after the Compliance
Date.
(7) The Developer's parent corporation is Emerson Electric Co.
(8) In addition to the subsidies described in this Section 3.12(a), the Developer
expects to receive financial assistance from the following other "grantors" as defined in the
Business Subsidy Act, in connection with the Development Property or the Minimum
Improvements: an infrastructure grant in the amount of approximately $550,000, a Minnesota
Investment Fund grant in the amount of approximately $1,434,579, and potential sales tax
exemptions in the amount of approximately $745,493 from the State of Minnesota.
(b) Job and Wage Goals. Within two years after the date the Developer occupies the
Minimum Improvements (the "Compliance Date "), the Developer shall cause to be created at least 154
new full -time equivalent jobs on the Development Property and shall cause the wages for all employees
on the Development Property to be no less than $14.50 per hour, exclusive of benefits. It is the intent of
the Developer to begin hiring employees for the 154 new jobs to be located in the City prior to the
completion of construction of Phase One of the Minimum Improvements and those employees may be
trained at the Developer's other locations within the State of Minnesota. These jobs shall be considered
part of the 154 new jobs required to be created in the City pursuant to this Section 3.12 and Section 3.13.
Notwithstanding anything to the contrary herein, if the wage and job goals described in this paragraph are
met by the Compliance Date, those goals are deemed satisfied despite the Developer's continuing
417759v6 JAE SH 155 -290 13
obligations under Sections 3.12(a)(6) and 3.12(d). The City, the Authority, and the County may, after
public hearings held by the respective governing body and approval by all three bodies, extend the
Compliance Date by up to one year, provided that nothing in this section will be construed to limit the
City's, Authority's, or County's, or legislative discretion regarding this matter.
(c) Remedies. If the Developer fails to meet the goals described in Section 3.12(a)(3), the
City, the Authority, the County, and the School District may independently determine to terminate this
Agreement with respect to the financial assistance provided by each, and the Developer shall repay to the
City upon written demand from the City a "pro rata share" of the City Abatement, the County Abatement,
and the School District Abatement, if any, as well as a pro rata share of the amounts disbursed to
Developer with respect to Authority Loan, and the City Development Assistance. The term "pro rata
share" means percentages calculated as follows:
(i) if the failure relates to the number of jobs, the jobs required less the jobs created,
divided by the jobs required;
(ii) if the failure relates to wages, the number of jobs required less the number of jobs
that meet the required wages, divided by the number of jobs required;
(iii) if the failure relates to maintenance of the manufacturing facility in accordance
with Section 3.12(a)(6), 60 less the number of months of operation as a manufacturing (where
any month in which the facility is in operation for at least 15 days constitutes a month of
operation), commencing on the Compliance Date and ending with the date the facility ceases
operation as determined by the City, divided by 60; and
(iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable
percentages, not to exceed 100 %.
Notwithstanding the foregoing, instead of terminating the payment of the City Abatement, the
County Abatement, the School District Abatement, the Authority Loan and the City Development
Assistance, upon the Developer's failure to meet the goals described in Section 3.12(a)(3), the City, the
Authority, the County and the School District may independently determine to continue their respective
payments under this Agreement but reduce the amount of such assistance using the pro rata reduction
formula set forth above.
Any amounts received under this Section by the City and related to payments of the City
Abatement, the County Abatement and the School District Abatement shall be distributed between the
City, the County and the School District based on the pro rata amount of Tax Abatements that have been
paid by each entity to Developer. Promptly upon receipt of any repayment by the Developer, the City
will remit to the County and School District a pro rata amount attributable to the Tax Abatements paid by
the County and School District. Nothing in this Section shall be construed to limit the City's,
Authority's, County's, or School District's remedies under Article IX hereof. In addition to the remedy
described in this Section and any other remedy available to the City, Authority, County, or School District
for failure to meet the goals stated in Section 3.12(a)(3), the Developer agrees and understands that it may
not a receive a business subsidy from the City, the Authority, the County, the School District or any other
grantor (as defined in the Business Subsidy Act) for a period of five years from the date of the failure or
until the Developer satisfies its repayment obligation under this Section, whichever occurs first.
(d) Reports. The Developer must submit to the City, with a copy to the Authority, the
County, and the School District, a written report regarding business subsidy goals and results by no later
than March 1 of each year, commencing March 1, 2014, and continuing until the later of (i) the date the
417759v6 JAE SH155 -290 14
goals stated in Section 3.12(a)(3) are met; (ii) 30 days after expiration of the five -year period described in
Section 3.12(a)(6); or (iii) if the goals are not met, the date the subsidy is repaid in accordance with
Section 3.12(c). The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy
Act. The City will provide information to the Developer regarding the required forms. As part of the
annual compliance reporting required by this Section 3.12(d), the Developer will include a summary of
the previous year's activity with the School District in support of the partnership activities between the
Developer and the School District described in Section 10.9. If the Developer fails to timely file any
report required under this Section, the City will mail the Developer a warning within one week after the
required filing date. If, after 14 days of the postmarked date of the warning, the Developer fails to
provide a report, the Developer must pay to the City a penalty of $100 for each subsequent day until the
report is filed. The maximum aggregate penalty payable under this Section is $1,000. The City will file,
on behalf of the City, the Authority, the County, and the School District, any reports required to be filed
with the State under the Business Subsidy Act.
Section 3.13. Additional Job and Wage Requirements.
(a) Additional Job and Wage Goals. In addition to the job and wage requirements set forth
in Section 3.12(b) that comply with the requirements of the Business Subsidy Act, the Developer shall
cause to be created at least an additional 246 new full -time equivalent jobs on the Development Property
and shall cause the wages for all employees on the Development Property to be no less than $14.50 per
hour, exclusive of benefits. The Developer shall cause the additional jobs to be created on or prior to the
dates set forth below:
Date Number of Additional Jobs Created
Three Years Following Compliance Date 75
Four Years Following Compliance Date 93
Five Years Following Compliance Date 78
Notwithstanding Section 3.12(b) and this Section 3.13(a), it is the intention of the Developer to create a
total of 500 full -time equivalent jobs on the Development Property, and the Developer will make every
effort to do so.
(b) Remedies. If the Developer fails to meet the goals described in Section 3.13(a), the City,
the Authority, the County, and the School District may independently determine to terminate this
Agreement with respect to the financial assistance provided by each, and the Developer shall repay to the
City upon written demand from the City a "pro rata share" of the City Abatement, the County Abatement,
and the School District Abatement, if any, as well as a pro rata share of the amounts disbursed to
Developer with respect to Authority Loan and the City Development Assistance. The term "pro rata
share" means percentages calculated as follows:
(i) if the failure relates to the number of jobs, the jobs required less the jobs created,
divided by the jobs required;
(ii) if the failure relates to wages, the number of jobs required less the number of jobs
that meet the required wages, divided by the number of jobs required;
(iii) if more than one of clauses (i) through (ii) apply, the sum of the applicable
percentages, not to exceed 100 %.
417759v6 JAE SH155 -290 15
Notwithstanding the foregoing, instead of requiring the Developer to repay payments already
made, upon the Developer's failure to meet the goals described in Section 3.13(a), the City, the Authority,
the County and the School District may independently determine to continue their respective payments
under this Agreement but reduce the amount of such assistance using the pro rata reduction formula set
forth above.
Any amounts received under this Section by the City and related to payments of the City
Abatement, the County Abatement, and the School District Abatement shall be distributed between the
City, the County, and the School District based on the pro rata amount of Tax Abatements that have been
paid by each entity to Developer. Promptly upon receipt of any repayment by the Developer, the City
will remit to the County and the School District a pro rata amount attributable to the Tax Abatements paid
by the County and the School District. Nothing in this Section shall be construed to limit the City's,
Authority's, County's, or School District's remedies under Article IX hereof.
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ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Improvements. The Developer agrees that it will construct each
Phase of the Minimum Improvements on the Development Property in accordance with the approved
Construction Plans and at all times during the term of this Agreement will operate, maintain, preserve and
keep the Minimum Improvements with the appurtenances and every part and parcel thereof, in good
repair and condition. The City, Authority, County, and School District shall have no obligation to operate
or maintain the Minimum Improvements.
Section 4.2. Construction Plans.
(a) Before commencement of construction of any Phase of the Minimum Improvements, the
Developer shall submit to the City the Construction Plans. The Construction Plans shall provide for the
construction of the respective Phase of the Minimum Improvements and shall be in conformity with this
Agreement, and all applicable State and local laws and regulations. The City will approve the
Construction Plans in writing if: (i) the Construction Plans conform to the terms and conditions of this
Agreement; (ii) the Construction Plans conform to all applicable federal, State and local laws, ordinances,
rules and regulations; (iii) the Construction Plans are adequate to provide for construction of the
respective Phase of the Minimum Improvements; (iv) the Construction Plans do not provide for
expenditures in excess of the funds available to the Developer from all sources for construction of the
particular Phase of the Minimum Improvements; and (v) no Event of Default has occurred.
Approval may be based upon a review by the City's Building Official of the Construction Plans.
No approval by the City shall relieve the 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
Minimum Improvements in accordance therewith. No approval by the City shall constitute a waiver of an
Event of Default. If approval of the Construction Plans is requested by the Developer in writing at the
time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the
City, in whole or in part within 20 days after the date of their receipt by the City. Such rejections shall set
forth in detail the reasons therefore, and shall be made within 20 days after the date of their receipt by the
City. If the City rejects any Construction Plans in whole or in part, the Developer shall submit new or
corrected Construction Plans within 20 days after its receipt of written notification to the Developer of the
rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected
Construction Plans shall continue to apply until the Construction Plans have been approved by the City.
The City's approval shall not be unreasonably withheld. Said approval shall constitute a conclusive
determination that the Construction Plans (and the Minimum Improvements constructed in accordance
with said plans) comply to the City's satisfaction with the provisions of this Agreement relating thereto.
(b) If the Developer desires to make any material change in the Construction Plans after their
approval by the City, the Developer shall submit the proposed change to the City for its approval. For the
purposes of this Section, the term "material" means any change that increases or decreases the total cost
of each Phase of the Minimum Improvements by $500,000 or more. If the Construction Plans, as
modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with
respect to such previously approved Construction Plans, the City shall approve the proposed change and
notify the Developer in writing of its approval within 20 days after the date of their receipt by the City.
Such change in the Construction Plans shall, in any event, be deemed approved by the City unless
rejected, in whole or in part, by written notice by the City to the Developer, setting forth in detail the
417759v6 JAE SH155 -290 17
reasons therefor. Such rejection shall be made within 20 days after receipt of the notice of such change.
The City's approval of any such change in the Construction Plans will not be unreasonably withheld.
(c) The approval of Construction Plans by the City under this Section 4.2 is for the purposes
of this Agreement only. The Developer must also obtain any approvals necessitated by the City's
planning and zoning requirements. The County has no responsibility with respect to approving
Construction Plans or any other requirements of this Section.
Section 4.3. Commencement and Completion of Construction. The Developer shall commence
construction of Phase One of the Minimum Improvements on or prior to August 31, 2013. Subject to
Unavoidable Delays, the Developer shall complete the construction of Phase One of the Minimum
Improvements by December 31, 2014. Subject to Unavoidable Delays, the Developer shall complete
Phase Two of the Minimum Improvements by December 31, 2016. The Developer expects to commence
Phase Three of the Minimum Improvements by December 31, 2017. All work with respect to the
Minimum Improvements to be constructed or provided by the Developer on the Development Property
shall be in conformity with the Construction Plans as submitted by the Developer and approved by the
City.
The Developer agrees for itself, its successors and assigns, and every successor in interest to the
Development Property, or any part thereof, that the Developer, and such successors and assigns, shall
promptly begin and diligently prosecute to completion the development of the Development Property
through the construction of Phase One and Phase Two of the Minimum Improvements thereon, and that
such construction shall in any event be commenced and completed within the period specified in this
Section 4.3. After the date of this Agreement and until construction of Phase One and Phase Two of the
Minimum Improvements have been completed, the Developer shall make reports, in such detail and at
such times as may reasonably be requested by the City, as to the actual progress of the Developer with
respect to such construction.
Section 4.4. Certificate of Completion.
(a) Following the completion of both Phase One and Phase Two of the Minimum
Improvements in accordance with those provisions of the Agreement relating solely to the obligations of
the Developer to construct the Minimum Improvements (including the dates for beginning and
completion thereof), the City will furnish the Developer with a Certificate of Completion shown as
Schedule C and shall forward a copy of such Certificate of Completion to the Authority, the County and
the School District. Such certification and such determination shall not constitute evidence of compliance
with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a
Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof.
(b) If the City shall refuse or fail to provide any certification in accordance with the
provisions of this Section 4.4 of this Agreement, the City shall, within thirty (30) days after written
request by the Developer, provide the Developer with a written statement, indicating in adequate detail in
what respects the Developer has failed to complete the Minimum Improvements in accordance with the
provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in
the reasonable opinion of the City, for the Developer to take or perform in order to obtain such
certification.
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417759v6 JAE SH155 -290 18
ARTICLE V
Insurance and Condemnation
Section 5.1. Insurance.
(a) The Developer will provide and maintain at all times during the process of constructing
the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time
during that period, at the request of the City, on behalf of the City, the Authority, the County, and the
School District furnish the City with proof of payment of premiums on policies covering the following:
(i) comprehensive general liability insurance (including operations, with limits
against bodily injury and property damage of not less than $2,000,000 for each occurrence (to
accomplish the above - required limits, an umbrella excess liability policy may be used); and
(ii) workers' compensation insurance, with statutory coverage, provided that the
Developer may be self - insured with respect to all or any part of its liability for workers'
compensation.
(b) Upon completion of construction of the Minimum Improvements and during the term of
this Agreement, the Developer shall maintain, or cause to be maintained, at its cost and expense,
insurance as follows:
(i) Comprehensive general liability insurance, including personal injury liability
(with employee exclusion deleted), against liability for injuries to persons and/or property, in the
amount for each occurrence and for each year of $2,000,000 and $5,000,000 in the aggregate; and
(ii) Such other insurance, including workers' compensation insurance respecting all
employees of the Developer, in such amount as is customarily carried by like organizations
engaged in like activities of comparable size and liability exposure; provided that the Developer
may be self - insured with respect to all or any part of its liability for workers' compensation.
(c) All insurance required in Article V of this Agreement shall be taken out and maintained
in responsible insurance companies selected by the Developer which are authorized under the laws of the
State to assume the risks covered thereby. Upon request, the Developer will deposit or cause to be
deposited annually with the City a certificate or certificates or binders of the respective insurers stating
that such insurance is in force and effect. In lieu of separate policies, the Developer may maintain or
cause to be maintained a single policy, blanket or umbrella policies, or a combination thereof, having the
coverage required herein, in which event the Developer shall deposit with the City a certificate or
certificates of the respective insurers as to the amount of coverage in force upon the Minimum
Improvements. Any failure to request such a certificate if not received by the Developer shall not
constitute a waiver of the Developer's responsibilities with respect to this Article V.
(d) The Developer will notify the City, the Authority, the County, and the School District
promptly in the case of damage exceeding $1,000,000 in amount to, or destruction of, the Minimum
Improvements or any portion thereof resulting from fire or other casualty. In such event the Developer
will promptly repair, reconstruct and restore the Minimum Improvements to substantially the same or an
improved condition or value as it existed prior to the event causing such damage, or with modifications to
the Minimum Improvements that are approved by the City, the Authority, the County, and the School
District in writing, and, to the extent necessary to accomplish such repair, reconstruction and restoration,
417759v6 JAE SH155 -290 19
the Developer will apply the net proceeds of any insurance relating to such damage received by the
Developer to the payment or reimbursement of the costs thereof. A request to the City, the Authority, the
County, and the School District to approve modifications to the Minimum Improvements prior to repair,
reconstruction or restoration of the Minimum Improvements shall not be unreasonably withheld.
The Developer shall complete the repair, reconstruction and restoration of the Minimum
Improvements, whether or not the net proceeds of insurance received by the Developer for such purposes
are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs,
construction and restoration shall be the property of the Developer.
A failure to promptly repair, reconstruct and restore the Minimum Improvements as required by
this Section 5.1(d) will be considered an Event of Default under this Agreement and the City, Authority,
County, and/or School District may suspend payments of Abatement or other financial assistance
provided herein or exercise any other remedies provided in Section 9.2 hereof.
(e) All of the insurance provisions set forth in this Article V shall terminate upon the
termination of this Agreement.
Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the
City, Authority, County, and School District 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
securing construction or permanent financing for the Minimum Improvements.
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417759v6 JAE SH155 -290 20
ARTICLE VI
Taxes
Section 6.1. Right to Collect Delinquent Taxes. The Developer acknowledges that the City,
Authority, County, and School District are providing substantial aid and assistance in furtherance of the
Project pursuant to this Agreement. The Developer understands that the City Abatement and County
Abatement pledged pursuant to this Agreement are derived from real estate taxes on the Development
Property, which taxes must be promptly and timely paid. To that end, the Developer agrees for itself, its
successors and assigns, that it is also obligated by reason of this Agreement to pay before delinquency all
real estate taxes assessed against the Development Property and the Minimum Improvements. The
Developer acknowledges that this obligation creates a contractual right on behalf of the City, the
Authority, the County or the School District to sue the Developer or its successors and assigns to collect
delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment
to the County auditor. In any such suit, the City, Authority, the County or the School District shall also
be entitled to recover its costs, expenses and reasonable attorney fees.
Section 6.2. Reduction of Taxes. Prior to the termination of this Agreement, the Developer will
not (a) cause a reduction in the real property taxes paid in respect of the Development Property through
willful destruction of the Minimum Improvements or any part thereof; (b) fail to reconstruct the
Minimum Improvements if damaged or destroyed, as required under Section 5.1(d) hereof; or (c) convey
or transfer or allow conveyance or transfer of its leasehold interests in the Development Property to any
entity that is exempt from payment of real property taxes under State law.
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417759v6 JAE SH155 -290 21
ARTICLE VII
Financing
Section 7.1. Financing. The Developer warrants and represents to the City, Authority, County, and
School District that it has or will have available funds sufficient to construct the Minimum Improvements in
accordance with the Construction Plans.
Section 7.2. Modification; Subordination. If the Developer requires mortgage financing for the
development of the Minimum Improvements, the City, Authority, County, and School District agree to
subordinate their rights under this Agreement to the Holder of any Mortgage securing construction or
permanent financing and the City, the Authority, the County and the School District agree to consent to such
subordination, in accordance with the terms of a subordination agreement substantially in the form attached
as Schedule D, or such other form as the City, the Authority, the County, and the School District approve.
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417759v6 JAE SH155-290 22
ARTICLE VIII
Prohibitions Against Assignment and Transfer; Indemnification
Section 8.1. Representation as to Development. The Developer's purchase of the Development
Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of
development of the Development Property and not for speculation in land holding.
Section 8.2. Prohibition Against Developer's Transfer of Property and Assignment of
Agreement. Prior to the issuance of a Certificate of Completion for the Minimum Improvements:
(a) Except only by way of security for, and only for, the purpose of obtaining financing
necessary to enable the Developer or any successor in interest to the Development Property, or any part
thereof, to perform its obligations with respect to making the Minimum Improvements under this
Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created
and will not make or create or suffer to be made or created any total or partial sale, assignment,
conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the
Agreement or its leasehold interests in the Development Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same, to any person or entity whether or not related
in any way to the Developer (collectively, a "Transfer "), without the prior written approval of the City,
the Authority, the County, and the School District unless the Developer remains liable and bound by this
Agreement in which event the City, the Authority, the County, and the School District's approval is not
required. Any such Transfer shall be subject to the provisions of this Agreement. Notwithstanding
anything to the contrary in this Section, the Developer may assign its rights under this Agreement to the
Holder of a Mortgage, provided the Mortgage is approved by the City, the Authority, the County, and the
School District.
(b) In the event the Developer, upon Transfer of the Development Property or any portion
thereof, seeks to be released from its obligations under this Agreement as to the portions of the
Development Property that is transferred or assigned, the City, the Authority, the County, and the School
District 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 City, the Authority, the County, and the School District,
necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer
as to the portion of the Development Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the City, the
Authority, the County, and the School District and in form recordable in the public land records
of the County, shall, for itself and its successors and assigns, and expressly for the benefit of the
City, the Authority, the County, and the School District, have expressly assumed all of the
obligations of the Developer under this Agreement as to the portion of the Development Property
to be transferred and agreed to be subject to all the conditions and restrictions to which the
Developer is subject as to such portion; provided, however, that the fact that any transferee of, or
any other successor in interest whatsoever to, the Development Property, or any part thereof, shall
not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and
only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the
City, the Authority, the County, and the School District) deprive the City, the Authority, the
County, and the School District of any rights or remedies or controls with respect to the
417759v6 JAE SH155-290 23
Development Property or any part thereof or the construction of the Minimum Improvements; it
being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted
at law and in equity and excepting only in the manner and to the extent specifically provided
otherwise in this Agreement) no transfer of, or change with respect to, ownership in the
Development Property 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 City, the Authority, the County, and the School District of or with respect to any rights
or remedies on controls provided in or resulting from this Agreement with respect to the
Minimum Improvements that the City, the Authority, the County, and the School District would
have had, had there been no such transfer or change. In the absence of specific written agreement
by the City, the Authority, the County, and the School District to the contrary, no such transfer or
approval by the City, the Authority, the County, and the School District thereof shall be deemed
to relieve the Developer, or any other party bound in any way by this Agreement or otherwise
with respect to the construction of the Minimum Improvements, from any of its obligations with
respect thereto.
(iii) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Development Property governed by this
Article VIII, shall be in a form reasonably satisfactory to the City, the Authority, the County, and
the School District.
In the event the foregoing conditions are satisfied then the Developer shall be released from its obligation
under this Agreement, as to the portion of the Development Property that is transferred, assigned or
otherwise conveyed. The restrictions under this Section terminate upon issuance of the Certificate of
Completion.
Section 8.3. Release and Indemnification Covenants.
(a) The Indemnified Parties shall not be liable for and the Developer shall indemnify and
hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of
any person occurring at or about or resulting from any defect in the Development Property or the
Minimum Improvements.
(b) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of
their obligations under this Agreement, the Developer agrees to protect and defend the Indemnified
Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit,
action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising
from this Agreement, or the transactions contemplated hereby or the acquisition, construction,
installation, ownership, maintenance and operation of the Development Property or the Minimum
Improvements.
(c) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, the Indemnified Parties shall not be liable for any damage or injury
to the persons or property of the Developer or its officers, agents, servants or employees or any other
person who may be about the Development Property or Minimum Improvements.
(d) All covenants, stipulations, promises, agreements and obligations of the City, Authority,
County, and School District contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of such entities and not of any governing body member, officer, agent, servant
or employee of such entities in the individual capacity thereof.
417759v6 JAE SH155 -290 24
(e) The City, the County, the Authority, and the School District have not, to the best of their
knowledge, as of the date of this Agreement, received any notice of violation from any governmental
authority with respect to the generation, storage or use of hazardous materials on the Development
Property.
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417759v6 JAE SH155 -290 25
ARTICLE IX
Events of Default
Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or
more of the following events:
(a) failure by the Developer to observe or perform any covenant, condition, obligation or
agreement on its part to be observed or performed hereunder;
(b) commencement by the Holder of any Mortgage on the Development Property or any
improvements thereon, or any portion thereof, of foreclosure proceedings as a result of default under the
applicable Mortgage documents;
(c) if the Developer shall
(i) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United States
Bankruptcy Act or under any similar federal or State law; or
(ii) make an assignment for benefit of its creditors; or
(iii) admit in writing its inability to pay its debts generally as they become due; or
(iv) be adjudicated a bankrupt or insolvent.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of
this Agreement occurs, the City, Authority, County, or School District may each exercise any of the
following rights under this Section 9.2 after providing thirty days' written notice to the Developer of the
Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the
Event of Default is by its nature incurable within thirty days, the Developer does not, within such thirty-
day period, provide assurances reasonably satisfactory to the party providing notice of default 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 Developer will cure its default and continue its performance under the Agreement.
(b) Cancel and rescind or terminate its obligations under the Agreement, provided that:
(i) if the City terminates its obligations under the Agreement, it shall have no obligation
to make payments of City Abatement;
(ii) if the County terminates its obligations under the Agreement, it shall have no further
obligations to make payments of County Abatement to the City hereunder, and the City shall have
no obligation to make payments of County Abatement to the Developer;
(iii) if the School District terminates its obligations under the Agreement, it shall have no
further obligations to make payments of School District Abatement to the City hereunder, and the
City shall have no obligation to make payments of School District Abatement to the Developer; and
417759v6 JAE SH155 -290 26
(iv) if the City, County, and School District all terminate their obligations hereunder,
respectively, this Agreement shall be deemed terminated and the City shall have no further
obligations thereunder. Except as otherwise provided in Section 3.12(c), the City may not
terminate its obligations to make payments under this Agreement unless the City, County, and
School District have all terminated their obligations hereunder.
(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 Developer 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 the City, the Authority, the County, and the School District 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 any party and thereafter waived by any party, such
waiver shall be limited to the particular breach so waived by the specific parties and shall not be deemed
to waive any other concurrent, previous or subsequent breach to that party or any other party hereunder.
Section 9.5. Attorney Fees. Whenever any Event of Default occurs and if the City, the
Authority, the School District or Developer shall employ attorneys or incur other expenses for the
collection of payments due or to become due or for the enforcement of performance or observance of any
obligation or agreement on the part of the Developer or the City, the Authority, and the School District
under this Agreement, the non - prevailing party or parties in any such action agrees that it shall, within 10
days of written demand by the prevailing party or parties, pay to the prevailing party or parties the
reasonable fees of such attorneys and such other reasonable expenses so incurred. If the County 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 Developer,
the City, and the School District under this Agreement, it shall pay its own attorney fees and expenses,
regardless of what party is the prevailing party and shall not pay the attorneys fees or expenses of any
other party to this Agreement.
Section 9.6. Default by City, Authority, County, or School District. Notwithstanding anything to
the contrary herein, in the event the City, Authority, County, or School District fails to perform any
covenant, condition, obligation or agreement on its part, and such failure has not been cured within 30
days after receipt of written notice to the party from the Developer, or if such failure is by its nature
incurable within 30 days, the party does not, within such 30 -day limit, provide assurances reasonably
satisfactory to the Developer that the failure will be cured as soon as reasonably possible, then the
Developer may exercise such remedies as may be available at law or in equity with respect to the
defaulting party. The terms of Sections 9.3, 9.4, and 9.5 shall apply in favor the Developer as well as the
City, Authority, County, and School District.
417759v6 JAE SH155 -290 27
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests; Representatives Not Individually Liable. The City, Authority,
County, and School District and the Developer, to the best of their respective knowledge, represent and
agree that no member, official, or employee of the City, the Authority, the County, or the School District
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 which affects his personal interests or
the interests of any corporation, partnership, or association in which he is, directly or indirectly,
interested. No member, official, or employee of the City, Authority, County, or School District shall be
personally liable to the Developer, or any successor in interest, in the event of any default or breach by
the City, Authority, County, or School District or for any amount which may become due to the
Developer or successor or on any obligations under the terms of the Agreement.
Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and
assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement
it will comply with all applicable federal, state and local equal employment and non - discrimination laws
and regulations.
Section 10.3. [Intentionally Omitted]
Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are
intended to or shall be merged by reason of any deed transferring any interest in the Development
Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this
Agreement.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as 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; and
(a) in the case of the Developer, is addressed to or delivered personally to the Developer at
Rosemount Inc., 8200 Market Boulevard, Chanhassen, Minnesota 55317, Attention Tony Yankauskas,
Vice President and Chief Financial Officer and at Emerson Process Management, 8000 Norman Center
Drive, Suite 1200, Bloomington, Minnesota, 55437 ; Attention: Steve Chelesnik, Vice President and
Chief Counsel; and
(b) in the case of the City, is addressed to or delivered personally to City Hall, 129 Holmes
Street South, Shakopee, Minnesota 55379; Attention: City Administrator;
(c) in the case of the Authority, is addressed to or delivered personally to City Hall, 129
Holmes Street South, Shakopee, Minnesota 55379; Attention: Executive Director;
417759v6 JAE SH155 -290 28
(d) in the case of the County, is addressed to or delivered personally to the County at the
Scott County Government Center, 200 Fourth Avenue West, Shakopee, Minnesota 55379; Attention:
County Auditor; and
(e) in the case of the School District, is addressed to or delivered personally to the School
District at 100 River Ridge Court, Burnsville, Minnesota 55337; Attention: Superintendent;
or at such other address with respect to either such party as that party may, from time to time, designate in
writing and forward to the other as provided in this Section.
Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 10.8. Recording. The City may record this Agreement and any amendments thereto with
the Scott County Recorder. The Developer shall pay all costs for recording.
Section 10.9. Partnership Between Developer and School District. The School District and the
Developer agree to jointly participate in a formal partnership to enhance the relationships between the
School District community and the Developer for the duration of this contract.
It is the goal of the School District to make "Each Student Real — World— Ready." Partnerships
between the School District and local businesses, government agencies, non - profit organizations, and
members of the community are each important in helping to achieve this goal. The School District and
Developer believe that it is in the best interest of local businesses to proactively support public education
so that students graduating from high school are better prepared to enter the workforce or a post-
secondary institution where they can become productive and contributing members of society.
The purpose of the partnership between the School District and the Developer, therefore, is to
enter into mutually agreeable initiatives that would: (a) provide the School District's students with
opportunities to experience "real — world" business opportunities in our community; (b) encourage the
Developer's employees to be involved in School District activities that support student learning; and
(c) provide meaningful and substantive programs to support the type of knowledge, skills and abilities
that lead (indirectly or directly) to employment opportunities offered by the Developer and /or other local
businesses.
Possible partnership activities might include, but are not limited to:
(i) Employee Engagement Opportunities.
A. Annual Science Fair Judging;
B. Mentorship Participation to assist Elementary and/or Secondary students in Math,
Reading/Literacy, Career Opportunities or Science programming;
C. Involvement in Robotics program; and
D. Participation in STEM, AVID, Gifted/Talented or Arts & Technology magnet
school initiatives.
(ii) Participation/Support at Annual Career Fair at High School. Career Fair provides high
school students with access to a wide range of post high school job options and encourages post-
secondary education for those students with a desire to move on to college.
417759v6 JAE SH155 -290 29
(iii) Experiential — Field Trip Support. Up to four field trips per school year for students to
experience business -in- process directly. Possible content for field trips include manufacturing of
devices, plant or office tours, presentations on functional area roles and responsibilities (e.g.
engineering/product development, manufacturing/operations, marketing, human resources, etc.)
(iv) Sponsorship of Technology- Related Initiatives. The Developer's sponsorship of technology-
related initiatives will promote student learning and create positive public relations for both the
School District and the Developer.
In addition and as part of this agreement, Developer agrees to formally designate and provide a
primary contact to coordinate mutually agreed upon School District to Developer programs or activities.
The Developer contact would be charged with program review and approval, coordination of such
programs between School District and Developer, and communication of voluntary partnership
opportunities to the Developer's local employees. Both the School District and the Developer will make
best efforts to work together to offer meaningful opportunities to engage students (and employees) in
programs or volunteer opportunities that support positive student outcomes.
It would be highly desirable, but not required, for representatives of the School District and the
Developer to meet once per year to assess programs and to make mutually agreeable and fiscally
reasonable plans for the coming year. It is not the intent of the School District to put unreasonable
expectations on the Developer, but rather to work together and collaborate with the Developer to support
positive and differentiated student outcomes that benefit all stakeholders.
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417759v6 JAE SH155 -290 30
IN WITNESS WHEREOF, the City, Authority, County, School District, and Developer have
caused this Contract for Private Development to be duly executed by their duly authorized representatives
as of the date first above written.
CITY OF SHAKOPEE, MINNESOTA
By:
Its: Mayor
By:
Its: City Administrator
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT
The foregoing instrument was acknowledged before me this day of , 2013, by
Brad Tabke, the Mayor of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2013, by
Mark McNeill, the City Administrator of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
417759v6 JAE SH155 -290 S_1
Execution page of the Authority to the Contract for Private Development, dated as of the date and year
first written above.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE, MINNESOTA
By:
Its: President
By:
Its: Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2013, by
, the President of the Economic Development Authority for the City of
Shakopee, Minnesota, on behalf of the Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2013, by
Mark McNeill, the Executive Director of the Economic Development Authority for the City of Shakopee,
Minnesota, on behalf of the Authority.
Notary Public
Execution page of the County to the Contract for Private Development, dated as of the date and year first
written above.
SCOTT COUNTY, MINNESOTA
By:
Its: Board Chair
By:
Its: County Administrator
Approved as to form:
By:
County Attorney
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT
The foregoing instrument was acknowledged before me this day of , 2013, by
Tom Wolf, the Board Chair of the Board of Commissioners of Scott County, Minnesota, on behalf of the
County.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 2013, by
Gary Shelton, the County Administrator of Scott County, Minnesota, on behalf of the County.
Notary Public
417759v6 JAE SH155 -290 S_3
Execution page of the School District to the Contract for Private Development, dated as of the date and
year first written above.
INDEPENDENT SCHOOL DISTRICT
NO. 191
(BURNSVILLE — EAGAN— SAVAGE)
By:
Its: Chair
By:
Its: District Clerk
STATE OF MINNESOTA )
) SS.
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 2013, by
Sandra Sweep, the Chair of the Board of Education of Independent School District No. 191 (Burnsville —
Eagan— Savage), on behalf of the School District.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 2013, by
Bob VandenBoom, the District Clerk of the Board of Education of Independent School District No. 191
(Burnsville—Eagan--Savage), on behalf of the School District.
Notary Public
417759v6 JAE SH155 -290 S-4
Execution page of the Developer to the Contract for Private Development, dated as of the date and year
first written above.
ROSEMOUNT INC.
By:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 2013,
by , the of Rosemount Inc., a
Minnesota corporation, on behalf of the Developer.
Notary Public
417759v6 JAE SH155 -290 S -5
SCHEDULE A
DEVELOPMENT PROPERTY
[insert legal description for property to be acquired by Developer and map showing location of
Development Property]
417759v6 JAE SH155 -290 A_1
SCHEDULE B
AUTHORITY LOAN SECURITY AGREEMENT
THIS SECURITY AGREEMENT (the "Security Agreement ") is made as of , 2013,
by and between ROSEMOUNT INC., a Minnesota corporation (the "Developer" or "Debtor "), and 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" or "Secured
Party ").
RECITALS
WHEREAS, pursuant to a resolution adopted by the Board of Commissioners of the Authority on
April 2, 2013, the Authority has agreed to provide a forgivable loan to the Developer in the maximum
amount of $350,000 (the "Loan") to help finance the construction and equipping of improvements to an
existing 500,000 square foot building shell over five years to create an approximately 285,000 square foot
facility which will include manufacturing, a research and development lab, office space and warehouse space
(the "Minimum Improvements ") on real property (the "Development Property") located in the City of
Shakopee, Minnesota (the "City ") and legally described in Exhibit A of the Contract for Private
Development, dated , 2013 (the "Development Contract "), between the City, the Authority,
Scott County, Minnesota (the "County"), and Independent School District No. 191 (Burnsville—Eagan—
Savage) (the "School District "); and
WHEREAS, in exchange for the Loan, the Developer has agreed to construct the Minimum
Improvements and comply with the provisions of the Development Contract, including the creation of jobs
and wages as required by Sections 3.12 and 3.13 of the Development Contract; and
WHEREAS, the Loan shall be forgiven upon completion of Phase One and Phase Two of the
Minimum Improvements (as described in the Development Contract) and the satisfaction of the requirements
of Sections 3.12 and 3.13 of the Development Contract; and
WHEREAS, if the Developer fails to meet the requirements set forth in the Section 3.8 of the
Development Contract, the Developer shall be required to repay all or a portion of the Loan, and as
security for the repayment of the Loan, the Authority has required that the Developer execute and deliver
to the Authority this Security Agreement granting a security interest to the Authority in certain equipment
(the "Equipment ").
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged by the Debtor, it is agreed as follows:
1. Security Interest and Collateral. Pursuant to the Development Contract, the Authority
loaned $350,000 to Debtor (the "Loan "). The proceeds of the Loan will be applied to the costs of the
acquisition of equipment ( "Equipment ") for the Minimum Improvements. To secure the repayment of the
Loan, the Debtor hereby grants the Secured Party a security interest (herein called the "Security Interest ")
in the following property (herein called the "Equipment "):
any and all equipment acquired with the proceeds of the Loan and installed in, attached to, or
used in connection with the Minimum Improvements,
417759v6 JAE SH155 -290 B_1
together with all parts, additions, replacements, and repairs to the Equipment now or hereafter installed in,
attached to, or used in the Minimum Improvements financed with the Loan, and the proceeds thereof
(collectively with the Equipment, the "Equipment "). See Exhibit A for a list of the initial Equipment
purchased with the proceeds of the Loan.
2. Debtor's Representations, Warranties and Covenants. The Debtor represents, warrants,
covenants, and agrees:
(a) Organization. The Debtor is a corporation organized under the laws of the State of
Minnesota, validly existing and in good standing under the laws of the State of Minnesota, and the Debtor
has full power and authority to execute, deliver, and perform this Security Agreement, and to own its
property and conduct its business as presently conducted and as proposed to be conducted.
(b) Authorization. The execution, delivery, and performance of this Security Agreement by
the Debtor was duly authorized by all necessary action and will not:
(i) require any consent or approval of any entity which has not been obtained; or
(ii) violate any material provision of any indenture, contract, agreement or
instrument to which Debtor is a party or by which it is bound.
(c) Performance by Debtor. Unless Debtor obtains Secured Party's written consent to the
contrary, Debtor shall not:
(i) terminate its interest in any of the Equipment; or
(ii) sell, transfer, or assign, or offer to sell, transfer or assign all or any part of the
Equipment or permit all or any part of the Equipment to be sold, transferred, or assigned; or
(iii) remove or consent to the removal of any of the Equipment from the Minimum
Improvements.
(d) Title to Equipment. Debtor shall keep good marketable title to all of the Equipment, and
none of the Equipment is subject to any lien or security interest except for the security interest created by
this Security Agreement and other security interests consented to in writing by Secured Party. Debtor has
not granted, and will not grant or permit to exist, any lien or security interests in all or a portion of the
Equipment other than the liens in favor of Secured Party and other liens consented to in writing by
Secured Party. Debtor shall defend the Equipment against all claims and demands of all and any other
persons at any time claiming any interest therein adverse to Secured Party.
(e) Actions and Proceedings. There are no actions at law, suits in equity, or other
proceedings before any governmental agency, commission, bureau, tribunal, or other arbitration
proceedings against or affecting Debtor, that if adversely determined would adversely affect Debtor's
interest in the Equipment or would adversely affect the rights of Debtor to pledge and assign all or a part
of the Equipment or the rights and security afforded Secured Party hereunder.
(f) Insurance. The Debtor agrees it will keep the Equipment insured, or cause the Equipment
to be kept insured, at all times against loss by fire or other hazards concerning which, in the judgment of
the Secured Party, insurance protection is reasonably necessary and in amounts sufficient to protect
against loss or damage of the Equipment. Such policy or policies will contain a loss payable clause in
417759v6 JAE SH155 -290 B-2
favor of Secured Party or its successors or assigns, in form satisfactory to Secured Party, provided,
however, that Debtor may, at its reasonable discretion, self - insure the Equipment.
(g) No Fixture. If any of the Equipment is or becomes a fixture, Debtor agrees to furnish
Secured Party, at Secured Party's request, with a statement or statements signed by all persons who have
or claim an interest in the real estate concerned, which statements shall provide that the signer consents to
the security interest created hereby and disclaims any interest in the Equipment as fixtures.
(h) Understandings Regarding Equipment. Debtor acknowledges that the Equipment is or
will be of the design, capacity, and manufacture specified for and by Debtor, and that Debtor is satisfied
that the same is or will be suitable for its intended purposes. Debtor further acknowledges and agrees that
Secured Party has not made, and does not make, any representation, warranty, or covenant with respect to
merchantability, fitness for any purpose, durability, patent, copyright or trademark infringement,
suitability, or capability of any item of Equipment in any respect or in connection with any other purpose
or use of Debtor, or any other representation, warranty, or covenant of any kind or character expressed or
implied with respect thereto. Debtor accordingly agrees not to assert any claim whatsoever against
Secured Party based thereon. Debtor further agrees, regardless of cause, not to assert any claim
whatsoever against Secured Party for loss of anticipatory profits or consequential damages.
(i) Use of Equipment. The Equipment will be used for its intended business purpose and
will at all times be located at the Minimum Improvements, except as provided in the Loan Agreement.
(j) Condition of Equipment. Debtor will keep the Equipment in good condition and repair,
reasonable wear and tear excepted, and will permit Secured Party to enter the Minimum Improvements at
reasonable times and upon reasonable notice for the purpose of examining the Equipment.
(k) Costs of Collection. In the event of any action or proceeding to collect or realize upon
the Equipment or to enforce any of Secured Party's rights hereunder, the Debtor shall pay:
(i) all of Secured Party's attorneys fees and legal expenses, with interest thereon,
incurred by the Secured Party;
(ii) all taxes, levies, insurance expenses, and costs of repairs to, or maintenance of,
the Equipment; and
(iii) all costs of the Secured Party reasonably incurred in taking possession of,
disposing of, or preserving the Equipment after any Event of Default (defined below).
3. Event of Default. Upon the occurrence of a default with respect to Section 3.8 of the
Development Contract or in this Security Agreement, the Secured Party may exercise any remedy
available to it under the terms of the Development Contract or this Security Agreement, and may, without
limiting any other right or remedy available to it, exercise and enforce any and all rights and remedies
available upon default to a secured party under the Uniform Commercial Code as enacted in the State of
Minnesota, Minnesota Statutes, Chapter 336, as amended (the "UCC "), and the Secured Party and all
representatives of the Secured Party are hereby granted the right to enter upon any property of the Debtor,
without a hearing or prior notice thereof, for the purpose of taking possession of the Equipment. If notice
to the Debtor of any intended disposition of the Equipment or any other intended action is required by law
in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner
specified in this Security Agreement) at least ten calendar days prior to the date of the intended
disposition or other action.
417759v6 JAE SH155 -290 B-3
4. Further Assurances. The Debtor shall execute and deliver to the Secured Party, promptly
and at the Debtor's expense, financing statements, including without limitation a UCC -1 Financing
Statement listing the Equipment and all proceeds thereof as collateral. Debtor agrees that the Secured
Party is authorized, at its option, to file a photocopy or other reproduction of this Security Agreement as a
financing statement and such photocopy or other reproduction shall be sufficient as a financing statement
under the UCC, and the Debtor hereby irrevocably appoints the Secured Party as the Debtor's
attorney -in -fact to execute and file, from time to time, on its behalf, one or more financing statements
with respect to the Equipment and to execute such other documents and instruments on behalf of the
Debtor as the Secured Party, in its sole judgment, shall deem necessary or desirable for the purposes of
effectuating this Security Agreement, such power being coupled with an interest.
5. Cumulative Remedies. All of the Secured Party's rights and remedies herein are
cumulative and in addition to any rights or remedies available at law or in equity, including the UCC, and
may be exercised concurrently or separately. The Debtor shall pay all costs, expenses, losses, damages,
and legal costs (including attorneys fees) incurred by the Secured Party as a result of enforcing any terms
or conditions of this Security Agreement.
6. No Liability Imposed on the Secured Party. The Secured Party shall not be obligated to
perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty, or
liability, nor shall this Security Agreement operate to place responsibility for the control, care, or
• management of the Equipment upon Secured Party; provided, that upon (a) the termination of the
Development Contract, or (b) if an Event of Default occurs hereunder, the repayment by the Developer of
the full amount of the Loan, the Secured Party shall execute and file UCC termination statements in the
offices in which financing statements with respect to the Equipment are effective.
7. Indemnification. The Debtor hereby agrees to indemnify and to hold the Secured Party
harmless of and from any and all liability, loss, or damage which it may or might incur under or by reason
of this Security Agreement, and of and from any and all claims and demands whatsoever which may be
asserted against it by reason of any alleged obligations or undertakings on its part to perform or discharge
any of the terms, covenants, or agreements contained herein. Should the Secured Party incur any such
liability or be required to defend against any such claims or demands, or should a judgment be entered
against the Secured Party, the amount thereof, including costs, expenses, and attorneys fees, shall be
secured hereby, and shall be added to the obligations of the Debtor secured hereunder. The Debtor shall
reimburse the Secured Party for such additional obligations immediately upon demand, and upon the
failure of the Debtor so to do, the Secured Party may declare such additional obligations immediately due
and payable.
8. Expenses of Secured Partv. All expenses paid or incurred in protecting, storing,
warehousing, insuring, handling, and shipping the Equipment, all costs of keeping the Equipment free of
liens, encumbrances, and security interests (other than the security interest created by this Security
Agreement), and the removing of the same and all excise, property, sales, and use taxes imposed by state,
federal, or local authority on any of the Equipment or with respect to the sale thereof, shall be borne and
paid for by the Debtor and if the Debtor fails to promptly pay any amounts thereof when due, the Secured
Party may, at its option, but shall not be required to, pay the same, and upon such payment the same shall
constitute additional obligations of the Debtor and shall be secured by the security interests granted
hereunder.
9. Continuing Rights. The rights and powers of the Secured Party hereunder shall continue
and remain in full force effect until (a) the termination of the Development Contract, or (b) if an Event of
Default occurs hereunder, the repayment by the Developer of the full amount of the Loan (and any
additional obligations referred to in Sections 7 and 8 hereof are paid in full).
417759v6 JAE SH155 -290 B -4
10. Books and Records. The Debtor will permit the Secured Party, and its representatives, at
reasonable times and upon reasonable notice, to examine the Debtor's books and records (including data
processing records and systems) with respect to the Minimum Improvements and the Equipment and
make copies thereof at any time and from time to time, and the Debtor will furnish such information
reports to the Secured Party and its representatives regarding the Equipment as the Secured Party and its
representatives may from time to time request. The Secured Party shall have the authority, at any time, to
require the Debtor to place upon the Debtor's books and records relating to the Equipment and other
rights to payment covered by the security interest created in this Security Agreement a notation stating
that any such Equipment and other rights of payment are subject to a security interest in favor of the
Secured Party.
11. Successors and Assigns. This Security Agreement and each and every covenant,
agreement, and provision hereof shall be binding upon the Debtor, and its successors and assigns, and
shall inure to the benefit of the Secured Party, and its successors and assigns.
12. Severability. It is the intent of this Security Agreement to confer to the Secured Party the
rights and benefits hereunder to the full extent allowable by law, including all rights available under the
UCC. The unenforceability or invalidity of any provisions hereof shall not render any other provision or
provisions herein contained unenforceable or invalid. Any provisions judicially determined to be
unenforceable shall be severable from this Security Agreement.
13. Miscellaneous.
(a) Waiver. The performance or observance of any promise or condition set forth in this
Security Agreement may be waived only in writing. No delay in the exercise of any power, right or
remedy operates as a waiver thereof, nor shall any single or partial exercise of any other power, right or
remedy.
(b) Assignment. This Security Agreement shall be binding upon the Debtor, and its
successors and assigns, and shall inure to the benefit of the Secured Party, and its successors and assigns.
(c) Certain Defined Terms. Capitalized terms used in this Security Agreement and defined
in this Security Agreement are used with the meanings given in this Security Agreement or the
Development Contract.
(d) Other Matters. If any provision or application of this Security Agreement is held
unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect other
provisions or applications which can be given effect, and this Security Agreement shall be construed as if
the unlawful or unenforceable provision or application had never been contained herein or prescribed
hereby. All representations and warranties contained in this Security Agreement or in any other
agreement between Debtor and Secured Party shall survive the execution, delivery, and performance of
this Security Agreement and the creation and payment of any indebtedness to Secured Party. Debtor
waives notice of the acceptance of this Security Agreement by Secured Party.
14. Notices and Demands. Any notice, demand, or other communication under this Security
Agreement by either party to the other shall be sufficiently given or delivered only if it is dispatched by
registered or certified mail, postage prepaid, return receipt requested, or delivered personally:
417759v6 JAE SH155 -290 B -5
To the Authority: Economic Development Authority for the
City of Shakopee, Minnesota
129 Holmes Street South
Shakopee, MN 55379
Attn: Executive Director
To the Debtor: Rosemount Inc.
8200 Market Boulevard
Chanhassen, Minnesota 55317
Attention Tony Yankauskas,
and
Emerson Process Management
8000 Norman Center Drive
Suite 1200
Bloomington, Minnesota, 55437
Attention: Steve Chelesnik, Vice President and Chief Counsel
or at such other address with respect to any party as that party may, from time to time, designate in
writing and forward to the others as provided in this Section 14.
15. Conflict of Interests; Representatives Not Individually Liable. No officer or employee of
the Authority may acquire any financial interest, direct or indirect, in this Security Agreement, the
Equipment, or in any contract related to the Equipment. No officer, agent, or employee of the Authority
shall be personally liable to the Debtor, or any successor in interest, in the event of any default or breach
by the Authority or for any amount which may become due to the Debtor or on any obligation or term of
this Security Agreement.
16. Binding Effect. The covenants and agreements in this Security Agreement shall bind and
benefit the heirs, executors, administrators, successors, and assigns of the parties to this Security
Agreement.
17. Merger. None of the provisions of this Security Agreement are intended to or shall be
merged by reason of any deed transferring any interest in the Property and any such deed shall not be
deemed to affect or impair the provisions and covenants of this Security Agreement.
18. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of
this Security Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
19. Counterparts. This Security Agreement may be executed in any number of counterparts,
each of whom shall constitute one and the same instrument.
20. Choice of Law and Venue. This Security Agreement shall be governed by and construed
in accordance with the laws of the State of Minnesota without regard to its conflict of laws provisions.
Any disputes, controversies, or claims arising out of this Security Agreement shall be heard in the state or
federal courts of Minnesota, and all parties to this Security Agreement waive any objection to the
jurisdiction of these courts, whether based on convenience or otherwise.
417759v6 JAE S1 -1155 -290 B-6
21. Waiver. The failure of any party to take any action or assert any right or remedy, or the
partial exercise by any party of any right or remedy, shall not be deemed to be a waiver of such action,
right, or remedy if the circumstances creating such action, right, or remedy continue or repeat.
22. Entire Agreement. This Security Agreement constitutes the entire agreement between the
parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements,
representations, and understandings of the parties pertaining to the subject matter of this Security
Agreement.
23. Separability. Wherever possible, each provision of this Security Agreement and each
related document shall be interpreted so that it is valid under applicable law. If any provision of this
Security Agreement or any related document is to any extent found invalid by a court or other
governmental entity of competent jurisdiction, that provision shall be ineffective only to the extent of
such invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Security Agreement or any other related document.
24 Immunity. Nothing in this Security Agreement shall be construed as a waiver by the
Authority of any immunities, defenses, or other limitations on liability to which the Authority is entitled
by law, including but not limited to the maximum monetary limits on liability established by Minnesota
Statutes, Chapter 466.
25. Other Matters. All representations and warranties contained in this Security Agreement
or in any other agreement between the Debtor and the Authority shall survive the execution, delivery and
performance of this Security Agreement and the creation and payment of any indebtedness to the
Authority. The Debtor waives notice of the acceptance of this Security Agreement by the Authority.
(The remainder of this page is intentionally left blank.)
417759v6 JAE SH155 -290 B-7
IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be duly executed in
its name and on its behalf and the Authority has caused this Security Agreement to be duly executed in its
name and on its behalf as of the date first above written.
ROSEMOUNT INC.
By:
Its:
417759v6 JAE SH155-290 B-8
Execution page of the Authority to Security Agreement, dated as of the date and year first above written.
ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF
SHAKOPEE, MINNESOTA
By:
Its: President
By:
Its: Executive Director
417759v6 JAE SH155 -290 B-9
EXHIBIT A
DESCRIPTION OF EQUIPMENT
EQUIPMENT
[Insert list of equipment]
417759v6 JAE SH155 -290 B-10
EXHIBIT B
DEVELOPMENT PROPERTY
[insert legal description for property to be acquired by Developer]
417759v6 JAE SH155 -290 B-1 1
EXHIBIT C
FORM OF UCC -1 FINANCING STATEMENT
417759v6 JAE SH155 -290 B-12
SCHEDULE C
CERTIFICATE OF COMPLETION
The undersigned hereby certifies that Rosemount Inc., a Minnesota corporation (the
"Developer "), has fully complied with its obligations under Articles III and IV of that document titled
"Contract for Private Development," dated , 2013, between the City of Shakopee,
Minnesota (the "City "), the Economic Development Authority for the City of Shakopee, Minnesota (the
"Authority "), Scott County, Minnesota (the "County "), Independent School District No. 191
(Burnsville —Eagan— Savage) (the "School District "), and the Developer, with respect to construction of
Phase One and Phase Two of the Minimum Improvements in accordance with the Construction Plans, and
that the Developer is released and forever discharged from its obligations to construct Phase One and
Phase Two of the Minimum Improvements set forth in Articles III and IV of the Contract for Private
Development.
Dated: , 20 .
CITY OF SHAKOPEE, MINNESOTA
By:
Its:
[A copy of this Certificate shall be provided to the Authority, the County and the School District.]
417759v6 JAE SH155-290 C-1
SCHEDULE D
FORM OF SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT (this "Agreement ") is made as of this day of
, 20 — , between (the "Lender "), whose address is at
, the CITY OF SHAKOPEE, MINNESOTA, a public body corporate and
politic (the "City "), the ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF
SHAKOPEE, MINNESOTA, a public body corporate and politic (the "Authority "), SCOTT COUNTY,
MINNESOTA, a public body corporate and politic (the "County "), and INDEPENDENT SCHOOL
DISTRICT NO. 191 (BURNSVILLE — EAGAN— SAVAGE), a public body corporate and politic (the
"School District ").
RECITALS
A. Rosemount Inc., a Minnesota corporation (the "Developer "), is the owner of certain real
property situated in Scott County, Minnesota and legally described in Exhibit A attached hereto and
incorporated herein (the "Property").
B. Lender has made a mortgage loan to Developer in the original principal amount of
$ (the "Loan"). The Loan is the evidenced and secured by the following documents:
[insert loan documents]
The [loan documents], and all other documents and instruments evidencing, securing and
executed in connection with the Loan, are hereinafter collectively referred to as the "Loan Documents."
C. The City, the Authority, the County, and the School District are the owners and holders of
certain rights under a certain recorded Contract for Private Development (the "Contract ") by and between the
City, the Authority, the County, the School District, and the Developer, dated , 2013.
NOW, THEREFORE, in consideration of the foregoing and as an inducement to Lender to make the
Loan, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto represent, warrant and agree as follows:
1. Consent. The City, Authority, County, and School District acknowledge that the Lender is
making the Loan to the Developer and consent to the same. The City, Authority, County, and School District
also consent to and approve the assignment of the Contract to the Lender as collateral for the Loan; provided,
however, that this consent shall not deprive the City or County of or otherwise limit any of the City's,
Authority's, County's, or School District's rights or remedies under the Contract and shall not relieve the
Developer of any of its obligations under the Contract; provided further, however, the limitations to the
City's, Authority's, County's, and School District's consent contained in this Paragraph 1 are subject to the
provisions of Paragraph 2 below.
2. Subordination. The City, Authority, County, and School District hereby agree that the rights
of the City, Authority, County, and School District with respect to the Development Property under the
Contract are and shall remain subordinate and subject to liens, rights and security interests created by the
Loan Documents and to any and all amendments, modifications, extensions, replacements or renewals of the
Loan Documents; provided, however, that nothing herein shall be construed as subordinating the
requirements contained in Section 3.12 of the Contract.
417759v6 D-1
3. Notice to City, County, and School District. Lender agrees to notify City, Authority,
County, and School District of the occurrence of any Event of Default given to Developer under the Loan
Documents.
4. No Assumption. The City, Authority, County, and School District acknowledge that the
Lender is not a party to the Contract and by executing this Agreement does not become a party to the
Contract, and specifically does not assume and shall not be bound by any obligations of the Developer to the
City, Authority, County, and School District under the Contract, and that the Lender shall incur no
obligations whatsoever to the City, Authority, County, and School District except as expressly provided
herein.
5. Notice from City. So long as the Contract remains in effect, the City agrees to give to the
Lender copies of notices of any Event of Default given to Developer under the Contract.
6. Goveming Law. This Agreement is made in and shall be construed in accordance with the
laws of the State of Minnesota.
7. Successors. This Agreement and each and every covenant, agreement and other provision
hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns, including any person who acquires title to the Development Property through the Lender of a
foreclosure of the Mortgage.
8. Severability. The unenforceability or invalidity of any provision hereof shall not render any
other provision or provisions herein contained unenforceable or invalid.
9. Notice. Any notices and other communications permitted or required by the provisions of
this Agreement shall be in writing and shall be deemed to have been properly given or served by depositing
the same with the United States Postal Service, or any official successor thereto, designated as registered or
certified mail, return receipt requested, bearing adequate postage, or delivery by reputable private carrier and
addresses as set forth above.
10. Transfer of Title to Lender. The City, Authority, County, and School District agree that in
the event the Lender, a transferee of Lender, or a purchaser at foreclosure sale, acquires title to the
Development Property pursuant to a foreclosure, or a deed in lieu thereof, the Lender, transferee, or purchaser
shall not be bound by the terms and conditions of the Contract except as expressly herein provided. Further
the City, Authority, County, and School District agree that in the event the Lender, a transferee of Lender, or
a purchaser at foreclosure sale acquires title to the Development Property pursuant to a foreclosure sale or a
deed in lieu thereof, then the Lender, transferee, or purchaser shall be entitled to all rights conferred upon the
Developer under the Contract (e.g. the right to collect abatement, the right to enforce the Contract, etc.),
provided that no condition of default exists and remains uncured beyond applicable cure periods in the
obligations of the Developer under the Contract.
11. Estoppel. The City, Authority, County, and School District hereby represent and warrant to
Lender, for the purpose of inducing Lender to make advances to Developer under the Loan Documents that:
(a) No default or event of default by Developer exists under the terms of the Contract on the
date hereof;
(b) The Contract has not been amended or modified in any respect, nor has any material
provision thereof been waived by any of the City, Authority, County, School District, or the
Developer, and the Contract is in full force and effect;
417759v6 D-2
(c) Such other reasonable certifications as the Lender may request.
13. Amendments. The City, Authority, County, and School District hereby represent and
warrant to Lender for the purpose of inducing Lender to make advances to Developer under the Loan
Documents that City, Authority, County, and School District will not agree to any amendment or
modification to the Contract that materially affects the collection of City Available Abatement, County
Available Abatement, and School District Available Abatement (as those terms are defined in the Contract)
in any way affects the Development Property without the Lender's written consent.
(The remainder of this page is intentionally left blank.)
417759v6 D -3
IN WITNESS WHEREOF, this Subordination Agreement has been executed and delivered as of the
day and year first written above.
CITY OF SHAKOPEE, MINNESOTA
By:
Its: Mayor
By:
Its: City Administrator
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the Mayor of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the City Administrator of the City of Shakopee, Minnesota, on behalf of the City.
Notary Public
417759v6 D -4
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 , 20_, by
, the President of the Economic Development Authority for the City of Shakopee,
Minnesota, on behalf of the Authority.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the Executive Director of the Economic Development Authority for the City of
Shakopee, Minnesota, on behalf of the City.
Notary Public
417759v6 D_5
SCOTT COUNTY, MINNESOTA
By:
Its: Board Chair
By:
Its: County Administrator
Approved as to form:
By:
County Attorney
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the Board Chair of the Board of Commissioners of Scott County, Minnesota, on behalf of
the County.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the County Administrator of Scott County, Minnesota, on behalf of the County.
Notary Public
417759v6 D_6
INDEPENDENT SCHOOL DISTRICT
NO. 191
(BURNSVILLE — EAGAN— SAVAGE)
By:
Its: Chair
By:
Its: District Clerk
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 20 — , by
, the Chair of the Board of Education of Independent School District No. 191
(Burnsville — Eagan— Savage), on behalf of the School District.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 20 — , by
, the District Clerk of the Board of Education of Independent School District
No. 191 (Burnsville —Eagan— Savage), on behalf of the School District.
Notary Public
417759v6 D-7
[LENDER]
By:
Its:
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 20_, by
, the , on behalf of the [Lender].
Notary Public
417759v6 D-8
ECONOMIC DEVELOPMENT AUTHORITY FOR THE
CITY OF SHAKOPEE, MINNESOTA
RESOLUTION NO.
RESOLUTION APPROVING CONTRACT FOR PRIVATE
DEVELOPMENT (INCLUDING A BUSINESS SUBSIDY
AGREEMENT) WITH THE CITY OF SHAKOPEE,
MINNESOTA, SCOTT COUNTY, MINNESOTA, INDEPENDENT
SCHOOL DISTRICT NO. 191 (BURNSVILLE— EAGAN—
SAVAGE), AND ROSEMOUNT INC.
BE IT RESOLVED by the Board of Commissioners (the "Board ") of the Economic Development
Authority for the City of Shakopee, Minnesota (the "Authority") as follows:
Section 1. Recitals.
1.01. Rosemount Inc., a Minnesota corporation, or any of its affiliates (the "Developer "), has
proposed to acquire, construct, and equip improvements (the "Minimum Improvements ") to real property
(the "Property") located in the City of Shakopee, Minnesota (the "City ").
1.02. To help pay for the costs of the Minimum Improvements the Developer has requested
financial assistance from the City in the form of a property tax abatement (the "City Abatement "). On
February 12, 2013, the City Council of the City adopted a resolution agreeing to provide the Developer with
the Abatement for a maximum term of nine years and in a maximum amount of $590,496.
1.03. The Board of Commissioners of Scott County, Minnesota (the "County") has agreed to
provide a property tax abatement to the Developer for a maximum term of nine years and in a maximum
amount of $570,608.
1.04. It is proposed that the Board of Education of Independent School District No. 191
(Burnsville—Eagan— Savage) (the "School District ") provide a property tax abatement to the Developer for
a maximum term of nine years and in a maximum amount of $366,925 and the Board of the School District
will consider granting such an abatement at its meeting on April 4, 2013.
1.05. In order to make the Minimum Improvements financially feasible, it is also proposed that the
City provide the Developer with SAC credits for the Minimum Improvements in the amount of up to
$304,375, a waiver of the SAC access fee for the Minimum Improvements in the amount of up to $39,900,
and a waiver of the trunk sanitary sewer charge for the Minimum Improvements in an amount of up to
$112,000 (the "City Development Assistance "). The City Council will consider granting the City
Development Assistance on the date hereof.
1.06. It is further proposed that the Board of the Authority provide the Developer with a
forgivable loan in the amount of $350,000 (the "Authority Loan") to fmance certain equipment to be used
within the Minimum Improvements. The Authority Loan would be forgiven if the Developer satisfies the
requirements of the Contract for Private Development (as defined below), including the construction of the
Minimum Improvements, the provision of jobs at certain wages, and the operation of the Minimum
Improvements for at least five years. The Authority Loan will be secured by a Security Agreement between
419503v1 JAE SH155 -290
the Authority and the Developer, which grants the Authority a security interest in the equipment purchased
with the Authority Loan.
1.07. This Board has reviewed information concerning the above - referenced Minimum
Improvements, including a Contract for Private Development (the "Contract for Private Development")
containing a Business Subsidy Agreement (the "Subsidy Agreement ") proposed to be entered into by the
City, the Authority, the County, the School District, and the Developer, which set forth the terms of the
financial assistance to be provided to the Developer by the Authority. The Contract for Private Development
and the Subsidy Agreement are incorporated herein by reference.
1.08. On the date hereof, the Board of Commissioners of the Authority conducted a duly noticed
joint public hearing with the City Council on the Authority Loan and the City Development Assistance
proposed to be granted by the City and the business subsidies to be provided to the Developer pursuant to the
Contract for Private Development. The views of all interested persons were heard and considered at the
public hearing.
Section 2. Findings.
2.01. The recitals set forth above are incorporated into this Resolution.
2.02. The Contract for Private Development and Subsidy Agreement are hereby in all respects
authorized, approved and confirmed and the President and Executive Director are hereby authorized and
directed to execute and deliver the Contract for Private Development and the Subsidy Agreement for and
on behalf of the Authority in substantially the form now on file with the Authority but with such
modifications as shall be deemed necessary, desirable or appropriate, their execution thereof to constitute
conclusive evidence of their approval of any and all modifications therein. If the School District chooses
not to be a party to the Contract for Private Development, the President and Executive Director will work
with the City's legal counsel to modify the Contract for Private Development accordingly and shall
proceed to execute and deliver the modified Contract for Private Development.
Section 3. Implementation. The President and the Executive Director are authorized and
directed to execute and deliver any additional agreements, certificates or other documents that the Authority
determines are necessary to implement this Resolution.
Section 4. Effective Date. This resolution is effective upon the date of its adoption.
Approved by the Board of Commissioners of the Economic Development Authority for the City
of Shakopee, Minnesota this 2nd day of April, 2013.
President
ATTEST:
Executive Director
419503v1 JAE SH155 -290 2
CITY OF SHAKOPEE, MINNESOTA
RESOLUTION NO.
RESOLUTION APPROVING CONTRACT FOR PRIVATE
DEVELOPMENT (INCLUDING A BUSINESS SUBSIDY
AGREEMENT) WITH THE ECONOMIC DEVELOPMENT
AUTHORITY FOR THE CITY OF SHAKOPEE, MINNESOTA,
SCOTT COUNTY, MINNESOTA, INDEPENDENT SCHOOL
DISTRICT NO. 191 (BURNSVILLE — EAGAN — SAVAGE), AND
ROSEMOUNT INC.
BE IT RESOLVED by the City Council (the "City Council ") of the City of Shakopee, Minnesota
(the "City") as follows:
Section 1. Recitals.
1.01. Rosemount Inc., a Minnesota corporation, or any of its affiliates (the "Developer "), has
proposed to acquire, construct, and equip improvements (the "Minimum Improvements ") to real property
(the "Property") located in the City.
1.02. To help pay for the costs of the Minimum Improvements the Developer has requested
financial assistance from the City in the form of a property tax abatement (the "City Abatement "). On
February 12, 2013, the City Council of the City adopted a resolution agreeing to provide the Developer with
the Abatement for a maximum term of nine years and in a maximum amount of $590,496.
1.03. In addition to the Abatement to be provided to the Developer by the City, the Board of
Commissioners of Scott County, Minnesota (the "County") has agreed to provide a property tax abatement to
the Developer for a maximum term of nine years and in a maximum amount of $570,608.
1.04. It is proposed that the Board of Education of Independent School District No. 191
(Burnsville— Eagan — Savage) (the "School District ") provide a property tax abatement to the Developer for
a maximum term of nine years and in a maximum amount of $366,925 and the Board of the School District
will consider granting such an abatement at its meeting on April 4, 2013.
1.05. It is further proposed that the Board of Commissioners of the Economic Development
Authority for the City of Shakopee, Minnesota (the "Authority") provide the Developer with a forgivable
loan in the amount of $350,000 to finance certain equipment to be used within the Minimum Improvements
and the Board of the Authority will consider granting the forgivable loan on the date hereof.
1.06. In order to make the Minimum Improvements financially feasible, it is also proposed that the
City provide the Developer with SAC credits for the Minimum Improvements in the amount of up to
$304,375, a waiver of the SAC access fee for the Minimum Improvements in the amount of up to $39,900,
and a waiver of the trunk sanitary sewer charge for the Minimum Improvements in an amount of up to
$112,000 (the "City Development Assistance "). Any SAC credits not used by the Developer will be returned
to the City.
1.07. This City Council has reviewed information concerning the above - referenced Minimum
Improvements, including a Contract for Private Development (the "Contract for Private Development ")
containing a Business Subsidy Agreement (the "Subsidy Agreement ") proposed to be entered into by the
419498v1 JAE SH155 -290
City, the Authority, the County, the School District, and the Developer, which set forth the terms of the
financial assistance to be provided to the Developer by the City, including the Abatement and the City
Development Assistance. The Contract for Private Development and the Subsidy Agreement are
incorporated herein by reference.
1.08. On February 12, 2012, the City held a duly noticed public hearing related to the Abatement
to be granted by the City and the business subsidy provided to the Developer with respect to the Abatement.
1.09. On the date hereof, the City Council conducted a duly noticed joint public hearing with the
Board of Commissioners of the Authority on the City Development Assistance proposed to be granted by the
City and the forgivable loan proposed to be provided by the Authority and the business subsidies to be
provided to the Developer pursuant to the Contract for Private Development. The views of all interested
persons were heard and considered at the public hearing.
Section 2. Findings.
2.01. The recitals set forth above are incorporated into this Resolution.
2.02. The Contract for Private Development and Subsidy Agreement are hereby in all respects
authorized, approved and confirmed and the Mayor and City Administrator are hereby authorized and
directed to execute and deliver the Contract for Private Development and the Subsidy Agreement for and
on behalf of the City in substantially the form now on file with the City but with such modifications as
shall be deemed necessary, desirable or appropriate, their execution thereof to constitute conclusive
evidence of their approval of any and all modifications therein. If the School District chooses not to be a
party to the Contract for Private Development, the Mayor and City Administrator will work with the
City's legal counsel to modify the Contract for Private Development accordingly and shall proceed to
execute and deliver the modified Contract for Private Development.
Section 3. Implementation. The Mayor and the City Administrator are authorized and directed
to execute and deliver any additional agreements, certificates or other documents that the City determines are
necessary to implement this Resolution.
Section 4. Effective Date. This resolution is effective upon the date of its adoption.
Approved by the City Council of the City of Shakopee, Minnesota this 2nd day of April, 2013.
Mayor
ATTEST:
Finance Director /City Clerk
419498v1 JAE SH155 -290 2