Resolution 531 HOPKINS HOUSING AND REDEVELOPMENT AUTHORITY
RESOLUTION 531
A RESOLUTION APPROVING THE AMENDED AND RESTATED DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF HOPKINS, THE HOUSING AND
REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, DORAN
810, LLC AND DORAN 810 APARTMENTS, LLC
WHEREAS, on March 4, 2016, Doran 810 LLC and Doran 810 Apartments, LLC
(collectively "Doran"), the City of Hopkins (the "City"), and the Housing and Redevelopment
Authority in and for the city of Hopkins (the "HRA") entered into a development agreement for
the development of certain property located within the City(the"Development Agreement")along
with a purchase agreement for a portion of the property that the City intended to purchase following
redevelopment (the "Purchase Agreement"); and
WHEREAS, on February 2, 2016, the parties to such Development Agreement executed
the "First Amendment to Development Agreement" (the "First Amendment")whereby the parties
agreed to modify certain terms in the Development Agreement; and
WHEREAS, the First Amendment was not recorded with Hennepin County; and
WHEREAS, the parties hereby wish to approve an amended and restated Development
Agreement which incorporates the changes included in the First Amendment as well as additional
changes which are the product of a mediated settlement agreement between the parties (the
"Amended and Restated Development Agreement").
NOW, THEREFORE, BE IT RESOLVED THAT the above-referenced recitals are
incorporated herein to this Resolution.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Housing and
Redevelopment Authority in and for the City of Hopkins hereby approves the Amended and
1
610654�3 B[:295-315
Restated Development Agreement in substantially the form as attached hereto as Exhibit A, the
contents of which are incorporated herein by reference.
NOW,THEREFORE,BE IT FURTHER RESOLVED THAT,the Chair and Executive
Director and the HRA Attorney are hereby authorized and directed to take any and all additional
steps and actions necessary or convenient to prepare the appropriate documents and/or agreements
to facilitate the directives of the Board as provided herein in order to accomplish the intent of this
Resolution.
�-- �
The above resolution was approved/denied by a vote of �� to�
Adopted by the Board of the Housing and Redevelopment Authority in and for the City of Hopkins
this 17`h day of December, 2019.
ATTEST:
President son Gadd, Chair
�
ichael J. n, Executive Director
2
b 10654�•3 B Ei295-315
EXHIBIT A
FORM OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT
ANfENDED AND RESTATED
DEVELOPMENT AGREEMENT
By and Between
CITY OF HOPKINS
AND
HOUSING AND REDEVELOPMENT AUTHORITY IN A1�D FOR THE
CITY OF H4PKINS
Al�'D
DORAN 810 APARTMENTS,LLC
AND
DOR.AN$10, LLC
Dated: ,2019
This document was drafted by:
Briggs and Morgan,P.A.
2200 IDS Center
80 South 8th Sheet
Minnoapolis,MN 55402
Telephone: (612)977-8784
616448v3BE295•315
12044995v11
A-1
610654v3 B[:295-315
7'�11;1,1�.ON CON"I'I�,IV'1'S
P�
PREAMBLE 1
AR1'ICLE I
Definitfuus
Seciion 1.1, Definitions 3
ARTICLE II
Rcnresentaiiuns
Section 2.1.. Representations by the Authority �
Section 2.2. Representations by the City g
Section 2.3. Reprosentations by the Redeveloper 8
Section 2.4. Representations by the Land Owner 9
ARTICLE III
Convc�'ancc uf Citv I�ruurrt�•
Section 3.1. Siatus of Redevelopment Property �1
Section 3.2. Copies of reports 1�
Section 3.2 Authority and City Costs 11
Section 3.3. Re-conveyance of City Property 12
ARTICLE IV
('onsiructinn ai�Improvements
13
Sectian 4.I. Construction of Minimum Irnprovements 13
Section 4.2. Development Plans 14
Section 4.3. Cornmencement and Completion of Construction
(i)
61G448v3RE295-315
1204499Sv11
A-2
610654�3 B[:295-315
ARTrct,E v
[nsurance
Section 5.1. Insurance 15
ARTICI�E VI
't'a� Increment• Reinihur�enient of Qualiiie�l Co}t�
Section 6,l. Creation of"I'aac Increment District 1�
Section 6.2. Reimbursement of Qualified Costs ��
Section 6.3, Intentionally Deleted 18
Seetion 6.4, Conditions Precedent to Issuance of Note or Notes 1 g
Section b.5, Potential Reduction of Assistanee 1 g
Section 6.6. Redeveloper's and Land Owner's Representations as to Note or Notes i 9
Section b.7. Real Property Taxes 2a
ARTICLE VII
Ginat►cin�
Section 7.1, Financing 22
Section 7.2. Limitation Upon Encumbrance ofProperty 22
Sec#ion 7.3. Copy of Notice of Default:o Morigagee �Z
Section 7.4. Mortgagee's Option to Cure Default 22
ARTICLE VIII
1'rnliibitionc A�ainst AS�i�n�u�nl ancl Tr�nsfcr: Indcmnilicution
Section 8.1. Prohibition Against Transfer of Property and
Assignmeni of Agreement 23
Scction 8.2. Release and Indemnification Covenants 23
Section 8.3. Transfeis After Completion of Minimum Improvements 24
(ii)
61fi448v3FiE295-315
12044495v11
A-3
610654v36B295-315
AR`TICLE IX
i�;��cnis of'neGiult
Section 9.1. Events of Default Defined 25
Section 9.2, Remedies on Default 25
Section 9.3. No Remedy Exclusi��e 25
Section 9.4. No Additional Vl'aiver Implied by One Waiver 25
Sectaon 9.5. Effect of Termination of Agreement 25
Section 9.6. Costs of Enforcement 25
ARTICLE X
:�dditi�►nal Provisions
Section 10.1.Representati��es I�ot Individus�lly Liable 27
Section 10.2.Restrictions on Use Z�
Sectian 10.3,Provisions I�Tot Merged With Dced 27
Section 10,4.Titles of Articles and Sections 27
Section 10.5.Notices and Demands 27
Section 10,6.Disclaimer of Relationships �$
Section ]0.7.Modifications 28
Seciion 10.8.Counterpans 28
Section 10,9. Judicial Interpretation 28
Section 10.10.No Business Subsidy 2�
Section 10.11.Term of Agreeznent 2g
Section 10.12.Intent 28
SCHEDULE A Description of Redevelopment Property and Acquisition Property
SCHEDULE B Additional Permitted Encumbrances(as of date of the Original Agreement)
SCFIEDliLL C-1 Form of Land Owner:�Iote
SCHEDULE C-2 Form of Redeveloper Note
SCHEDULE D Access Easement Agreement
SCHEDULE E lntcntionally Omitted
SCHFDULE F Site Plan
SCHEDliL�G Intentionally Omitted
SCHEDLJLE H Intentionally Omittcd
SCHEDULE I Intentionally Omitted
SCHEDL'LE.1 Development Pro Forma
(iii)
G 16448v3BE295-315
l2044995v11
A-4
610654�-3BF295-315
AMENDED AND RESTAT�D DEVELOPME':vT AGREEMENT
THIS AMENDED A:VD RESTATED DEVELOPMF.NT AGREEMEItiT (this
"Agreement" or this "Amended and Restated Agreement"), made on or as of the day of
December, 2019, by and between the Housing and Redcvelopment Authority in and for the City
of Hopkins, a public body corporate and politic (hereinai�er refcrred to as the "Authority"),
established pursuant to Minnesot��St�itut�s.469.001-469.047(hercinafter refened to as the"Act"),
tho City of Hopkins, a Minnesota rnunicipal corporation (hereinafter referred to as the "City"),
each having its principal office at l O10 First Street Soath,Hopkins,Minnes�ta 55343,Doran 810,
LI�C, a Minnesota lirnited liability company (hereinafter referred to as the "I.and Owner"), and
Doran 81U Apartments LI.C, a YIinnesota limited]iability company(hereinafter referred to as the
"Redeveloper"), each having its principal office at 7803 Glenroy Road, Suite 200, Bloomington,
Minneso#a 55439.
WIT:vESSETI3:
WNEREAS, the Authority was created pursuant to Minnesota Statutes, sections 469,001-
469.047{the"Act")and was authorized to transact business and exercise its powers by a resoiution
of the City Council of the City pursuant to the Act;
WHEREAS, the Authority has established within the City its Redevelopment Project'_�?o.
l, a "redevelopment prpject" as de(ined in the Act, pmyiding for the development and
redevelopment of certain areas located H�ithin the City(which redevelopment project is hereinafter
referred to as the"Project");
W1�EREAS,as of thc datc of die Original Agreement{defined below),the i,znd t�wner lias
acquired certain real pm��erty ���it:�in the Project (���hich real Property is refe.rred to herein as the
"Lai��l Ownc� Propert�•"),which, along with the City Property (as defined belm��), it has leased to
the R.edevclnper pursuant to that certain Ground I.ease dated on or about the date of the Original
Agreement,a copy of which has bcen provided to the Authority;
WHEREA5, the City has previously conveyed to Land Owncr certain paxcels of real
prc�perty within the Project(which real property is referred to herein as the "City Property");
WHEREAS, the Redeveloper has presented to the Authority a proposal pursuant to which
the Land Owner purchased tlie City Property and has combined or will combine the City Property
with the. l.and Owner Property (�vhicli corobined City Prope�ty and Land Owner Properiy is
referred to l�ercin as thc "Redevelopn�ent Property"), and Redevcloper will redevelap thc
Redevc�i�rment Property tlu�ongh the �onstruction of a residential rental developme.nt on the
Redevelopment Property;
WHEREAS, as part af its praposal the Redeveluper has requested that tiie Authority create
a tax increment financing district encarnpassing ihe Kedevelopn�ent Property and use a poiiian of
the tax increment generatcd from the redeveloped Redevelopment Property to reimburse the
G t G446v3 DF.295-3!5
12044995v11
A-5
610654v3 B C:295-315
Redeveloper and Land Owner for a portion of the Redeveloper's and Land Owner's redevelopment
costs;
WHEREAS,the Redeveloper would not undertake the redevelopment of the Projectwithout
the tax increment financing assistance described in this Agreement;
WHE�AS,the Authority believes that the redevelopment of the Project pursuant to the
Redevcloper's proposal and the fi�lfillment generally of this Agreement, are in the vital and best
interests of the City and the health,safety,morals,and welfare of its residents,and in accord with
the public purposes and pro��isions of the apPlicable State and local laws and requiremcnts under
which the Projecl has been undertakea and is being assisled;
WHEREAS, the Authority, City and Redeveloper are pariies to that certain Developmcnt
Agreement dated March 4, 2016,which was filed with the Hemiepin County Recorder on March
l U, 2016,as Document I�?o.A10293214, and filed with khe liennepin Cnunty Registrar of Titles
on March 10, 2U16, as Document No. T05332355, as amended by that certain First Amendment
to Development Agreement dated February 2, 2017, which was filed wiih the Hennepin Courrty
Recorder on . 2U17, as Document No. , and filed with the Iiennepin
County Registrar of Titles on___ , 2017,as Document No._ __ (collectively,
the "Original Agreement");
WHEREAS, subsequent to the execution of the Original A�eement, the City, the Land
Ownez and Redeveloper have been engaged in the t.itigation (defined below) related to the
Reimb�usement and Purchase Option Agreement and the Grade-Level Garage(as defined in the
Original Agreement);
WHEREAS,the City,the I�and Oumer and Redeveloper have retiolved the Litigation;
WHEREAS, the resoli�tion �f the Litigation requires thc City,Authority,the Land Owner
and Redeveloper to amend the Origina] Agreement;
WHEREAS,the Authority,City,Land Owner and Redeveloper amend,restate and replace,
in its entirety,the Original Agreement with this Agreemeni;
WIIGItGAS,all obligations and actions required to have been c�mpleted by tlte AuthoritY,
City, La�id Owncr and Redeveloper prior to the '�mpletioii of the Minimum lmprovernents have
been satisfied; and
WHEREAS, the Rcdeveloper and Land Owner have coxnpleted the Minimum
Improvemer.ts and a permanent certificate of occupancy has been issued.
NOW, THEREFORE, in consideration of the mutual covenants and obligations of the
parties hereto,each of them does hereby covenant and agree with the other as follows:
2
1Z044995v21
A-6
610654�3BG295-315
ARTICLE I
Definitions
Section 1.1. Dei inilicros, In this Agrecment,unless a different meaning clearly appears from
the context:
"Act"means Minnesota Stat�.ites, Sections 469.001-469.047,as amended.
"Agreement" means this Agreemenl, as the same may bc from time to time modified,
amended,or supplemented.
"Artery" means the reeonsVucted iinprovements o1� 8th Avenue betwecn Excelsior
Boulevard to Mainstreet that will include wide��ed sidewalks, artistic infrastnicture elenieiits, d
two-wa��protected bikeway, reduced on-street parking, and a redt�ction of the lanes to r� one-way
noiihbolnd north of First Strcet Sooth.
`'Access Lasement Agreement" mclns a pennanent peQestri�c� walkway easernent to b�
granted by tlte Redeveloper ro the(;�ty !or the put•pose,of the consti uct;un,rn2u�tcnance m1d use
c�i�infiasiivcture assoc�ated with tt�e Artery,the fc+rm of whicl� A��cess Ease:nent Agreement is set
forth on Schedule D to this Agreement.
"Authority" means the Housing and Redevelopment Authority In and For the City of
Hopkins,or any successor or assign.
"Available "I'ax lncrement" means (a) until such time as Note A and Nvte B (as defined
hcrein)are paid in full,►iinety percznt(y0%)of Uic Tax Increment that is received by the Authnrity
in the six(G)roonlh period inuneciatcly preccding a Scheduled Payment Date; and thereaher, (b}
until such tinic as Noie C (as dcfized herein) is paid in f'ull, ninety-five percent (95%)of the 'fax
Increment that is received by the Authority in the six (6)month peri�d immediatcly preceding a
Scheduled Payment l�ate.
"City"means the City of Iiopkins.
"City Property" means the real property legally described as such on the atiached
Schedule A.
"Complete" or "Completion" meaus, with respect to fhe construction of Ihe Minimum
lniprovements, the issuanee nf r perntanen� certificete of occupancy for the antire ?vlinirnum
Improvements, or wiih re�rect to a porti�n of the Minimum lmprovements, the issuance of a
perniar_ent certificzte of occupancy for that portion of the Minimtun Itnprovements.
"County"means Hennepin County,'_Vlinnesota.
"Development Plans"means lhose plans including site, grading, stonn water man�geinent,
utility, landscape, building floor plan and b��ilding exterior eJevations for the Minimum
3
12044995v11
A-7
610654��3BG295-315
Impmvem�nts th�,t are rec�uired for municipal lancl use and �n�atersheci district aJ?provals that may
include conditirinal use permits,re�oning,plattin�;, and variances, a.s amended from time to time.
"Event of Default" means an action listed in Section 9.1 of this Agrecmcnt.
"Grade Level Garage"means the approxirnately 189 stalls of automobile parking constructed
as part of the Minimum Improvemenis.
"Holder"means the owner of a Mortgage.
"Land Owner" means Doran 810, LLC, a Minncsota limited liability company, and its
successors and assigns.
"I.,and Uwner Properi�'" means the real property described as such on Scheclule A oF this
Agreen-►enl, w�hich consists of the I?roperty on whicl�is located the building comm�nly knowu as ihe
"Johnson Building".
Litigation means thc lawsuit filed iii He11neJ�in Cauiity llistrict Court, State of Minnosota,
„ ��
captioned Doran 810, LLC and Doran 810 Apartmerrts•, LLC vs. City o%llnpkiras, Court �'ile No.
27-CV-18-15041.
"Minimum Improvements" means the Multifamily Facility, the Pedestrian and Bicycle
L.obby, and tl�e Grade Level Garage, all consistent witli the Site Plan and the Development Plans,
excEpt as stated herein nnd excluding all improvements constructed or installed by the City or the
Authority.
"Mo��abe" iueaiis any tnortgage made by the Redeveloper which is secured, in whole or in
part, b�� the Red�:��elopment Property and which is a permiUed encumbranr.e pursuant to the
provisiw�s of f�'�icic V IIl vf this��greenaent.
"Multifamily Facility"means a building with approximately 241 market rate rental housing
units and the below-grade parking garage, all consistent with the Development Plans.
"Note" or "Notes"means the Authority's lirnited revenue tax increment note or notes to be
issucd Uy tl�e Authority to ihe Reneveloper Pursuant lo Article VI of this Agreernent to reitnhurse
fl�e Redeveloper for its payment of the Qualified Cost�.
"Pcdestrian and Bicycle Lobby" means the pedestrian and bicycle iobby with 30 bicycle
parking spaces,
"Permitted Encumbraiicc;s"mcans rescrvations of minerals or rnineral rights to the State of
Minnesota; public utiliry, roadway and other easements which will not adversely affect the
development and use of the Rede�relupment Property pursuant to the Redeveloper's Devclopment
Plans; applicable building laws, regulations and ordinance�; real estate taxes that Redevel�per
agrees to paY or assurne pw'suanl lo this Agreement; restrictions, co�enants and easements of
recoril that d4 nol adversely affect tile develupment and use of the Minimum Improvements;
4
12044YJSv11
A-8
6 I 0654�•3 B 6295-315
encroachments of any buildings or improvements iocated on the Redevelopment Property that are
to be demolished in order to consiruct the Minimum Improvcments; cxceptions to title to the
Redevelopment Property which are not found objectionable by Land Owner upon examitiation of
the abstract of title or ihe title insurance commitment delivered to the Land Owner pursuant ta
se�arate purchase agreement for the City Property; the re-conveyance obligations described in
Sectioii 3.3 of this Agreemcnt; the use restrictions contained in Section 10.2 of this Agreement;
the texms and pro��isions of this Agreecnent; and the cncumbrances,which were as of date of the
Original Agreement listed on Schrdulc F3.
"Project" means the Authority's Redevelnpment Project No. 1.
"Project Area"means the real properiy located within thc boundaries of the Project.
"Qualified Costs" means th� Land Owner's and Kedevelo�'�er's costs of redeveloping the
Minimum Im�rovements to be reimbursed by t�e Authority as described in Article VI of this
Agreement.
"Redeveloper" means Doran 810 Apartments LLC, a Minnesota limited liability company,
its successors and assigns.
"Redevelopment Properiy" means, collectively the City Propert}� and the Land Owner
Property.
"Scheduled Payment"means a Scheduled Payment as defined in a IL'ote.
"Scheduled Payment Date"means a Scheduled Payment Date as defined in a Note.
"5ite Plan" means the preliminary Site Plan which has bcen provided to the City and
Atithority, ��hich sliows the proposed »ature and location of the Vlinimum Improvements,a copy
of wiiicb is attached to this Agreement as Schedule F.
"State" means the State of Minnesoia.
""I�ax lncrement" means that portion of the real property taxes paid with respect to the
Redevclopment Property and Minimum Improvements which is remitted to the Authority as tax
ii:cremez�l pursuant to the Tax Inca�ement ACt.
"Tax Inerement Act"means M innesota Statutcs,Section 469.174-469.1794,as the same may
be amended from time to time.
"Tax increment District" means Tax Increment Financing District 1-S(The Moline)created
on February 2, 2016 by the City and the Authority as described in Section 6.1 of this Agreement.
"Termination Date" means the earliest of: the date that the Note or Notcs have been paid in
full; the date that the I`ote or Notes have been teiminated in accorda��ce with their terms; or the
date that this Agreement is te�minated in accordance witl� the tcrnis hereof.
5
12044495v11
A-9
61 U654��3BG295-315
"IJnavoidable Delays" means delays due to unforeseeable causes beyond the control of thc
pariy claiming the Unavoidable Delay (or an affiliate), including but not limitcd to acts of God,
acts of terrorism,unforeseen adverse weather conditions,strikes,other labor troubles,#ire or other
casualty to the Minin,urn lm�►ro��emenls or Ariery, epideuvcs, quarantines, una��ailflbility of
power, unavailahility of materials,"econornic recession"de;ined as twn corisecutive c�uarters in
which there is a drop in the GDP, discovery of hazardous matarials or other concealed site
eonditions or delays of eontractors due to sueh discovery, litigation commenced Uy ihird parties
which, by ii�iunction or other similar judicial action, directly results in dclays, or acts of any
federal,state or local govemmental unit(other than the Authoriiy in enforcing its rights under this
Agreexnent)which directly result in delays.
6
12044995v11
A-l 0
6 I 0654�•3 B f 295-315
ARTICI,E II
Itc�rese��talinns
Section 2.1. I{cl�resciilntions bv tiie_nuth�iity, The Authority makes tht following
representations as of the date of the Original Agreement and as the basis for the undertaking on its
part herein contained:
(a) The Authority is a municipal housing and redevclopment authority organiaed and
existing undcr the Act. Under the laws of the State,the Authority has the porc�er to cnter into this
Agreement and to perform its obligations hereunder, and has duly autlioriT.ed the cxecution,
delivery and performance of this Agreement by action of its B�ard of Commissioners.
(b) There is not pending,nor to the best of the Authority's knowledge is tt�ere lhreatened,
any suit, action or pr�ceeding against the Authorily before any cou:-t, arbitrator, administrative
agency or other goverr�nental autY.ority that materially and adversely affects lhe validity of any of
tl�e transactions conteniplated hereby, the ability of the Authority to perform its obligations
liereunder, or as contemplated hereby or thereby, or the validity or enforceability of this
Agreement.
(c} The Authority has tal:en all action necessary to create the Project Area and the Tax
Increment District, and has adopted a tax increment financing plan to finance a portion of the
Qualified Costs in accordance with the Tax Increment Act.
(d) .As of tlte d,.�te of execution uf this Agrecment, to tlic best of its lcnowledge, the
Authority h1s received no notice or communic��tion from rmy local,statc or federal oificial tliat the
activilies of the Redevelo}�er or Authority in tLe Pralect Arco may bc or will be in viol�tion of any
environmental law or regulation. As of the date of cxccution of this Agreement,the Authority is
aware of no facts the existence of which vvould eause the Authority to be in violation of any local,
state or federal environmenial law,regulation or review procedure or which would give any person
a valid claim under the Minnesota Fnvironmental Rights Act against the Redeveloper,Authority
or City should the parties commence to perform their respectivc obligations under this Agreement,
(e) Ncither the execution and delivery of this Agreemenr, the consutnmation of the
transactions contemplated hereby, nor the fulfillment of or compliance with t�ie terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breaeh of,
the terms,conditions or provisions of any corporate restriction or any evidences of indebtedness,
agreement or instruinent of whatever nature to which the Authority is now a party or by which it
is bound,or constitutes a default imder any of the furegoing.
(� Thc .Auth�rity shall promptly advise the Redeveloper in writing of' all filed and
pending litigation or claims material]y and adversely affecdng the Authority's ability to satisfy its
obligations under this Agreement and all H�ritten complaints and citarges rnade by any
c�r,vernmental authority that may materially delay or requirc materisl changes in consu'uetion of
the Minimum Improvements.
7
1104d995v11
A-11
610fi54��3BF.295_315
Section 2.2. Rri�rctien�ntions bv thc ('it��, The City makes thc following representations as
af the date of the Original Agreement and as the basis for the undertaking on its part herein
contained:
(a) The City is a muriicipal coiporation organized and existing under the laws of the
State nf Minnesota, Under the laws of ihe State,tl�e City has the pox�er to enter into this Agreement
arul to perfozm its ubligations hereunder, and has duly authorized the execution, delivery and
performance of this AAreement by action of its City Gouncil.
(b) Tl�ere is not pending,nor to the best of tl�e Cit�s kno�vledge is there threatened,any
suit, action or pro�eeding agai�ist the City before any courl,arbitrator, administrative �gency or
other governmental City that u�aterially and adversely afte�.ts the validity ot�any of ti�e lraiasactions
conternplated hereby, the abilit}' of the City to perform its obligations hereunder, or as
conternplated hereby or thereby,or the validity or enforceability of this Agi�eement.
(c) As nf the date of execution of this Agreement, �o the best of its lmowle�l�;e,the City
has received no notice or communication from any I�cal,stale ar federal officill lhat tlie activities
of the Redeveloper, Authority or City in the Project Area may be or will be in violat�on of any
environmental law or regulation. As of the date of execution of this Agreemcnt,the City is aware
of no facts the exisience of which would cause the City to be in violation of any local, state or
fedaral environmental law,regulation or revie��v procedure or which would give any person a�alid
claim under the Vlinnesota Environtnenta! Rights Act against the Redeveloper, Authority or City
should the parties commence to perforrn their respective obligations under this Agreement.
(d) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated tiCreby, nor the fulfillment of or compliance with che terws and
condi#ions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terxns, conditions or provisions of any corporate resuiction or any evidenees of indebtedness,
agi�eesi�ent or instrument of whatcve�� nature to which the City is now a party or by which it is
bowl�3,or constitutcs a defAult anderany of ttie foregoing.
(c) Tl�c City shall promptly advise the Redeveloper in writing of all filed and pending
litigatiun or cluiins materiully and advcrsely affectiug the City's ability to satisfy its ob]iK�tions
undcr this A�,��eeinent and all written complaints and cl�arges made by any govemment��l auihority
thnt may materially ticl�y or require mlterial changes in construction of the Minimum
fmprovements.
Section 2.3. Represcntali�ns bv the Rccleyel�cr_ The Redeveloper represents tha#as of the
date af the Original Agreement:
(a) The Redcveloper is a limited liability company duly organized and u�good�tanding
under the laws �f the Staie, is not in viok�tion of any provisions of its articles of organization,
inember control agreement, or the ]aws of the Statc, has the power to enter into this Agreement
and has dul}� authorized [he execution, delivery and performance of this Agreement by proper
action of its members.
s
►zoaav9svi�
A-12
610654��3B[�295-315
(b} The Re�eveioper will eonstrvet the Minimum improvements iu accordance with ihe
terrns of this.4�ree►nent and all applicable local,state and federa] laws and regulations(in�luding,
but not limited to, environmental, ec�gineering, zonu�g; building code and public health laws and
regulations), except for variances necessary to construct the improvements contemplated in the
Developrnent Plans approved by the City.
(c) Neitl�er the exzcution and delivery of this Agrecment, the cansi�mmation of the
transactions contetnplated hereby, nor the fulfiilment of or compliance with the t�rms and
conditions of this Agreement is prevented, limited by or couflicts with or results in a breach of,
the:erms,conditions or provisions of any restriction or any evidences of indebtedness,agreement
or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound,
or constitutes a default under any of the foregoing.
(d} Thc Redeveloper will obtain, in a timely inaru�er, all required permits, ]icenses and
approvals, and will meet, in a tin:ely manner, all requircments of all applicablc local, state and
fcdcral .a��•s �nd regulations �;�hici must be obtained o►-mei bcfore the Minimum Improvements
may be lawfully constructed.
(e) The Redeveloper shall promptly advise the Authority in writing of all filed and
pending litigation or claims materiully and adversely affecting the Redeveloper's ability to satisfy
its obligatior�s under this �greement and all written complaints and charges made by any
�overnr:�ental authority that may materially delay or reyuire material changes in consiruction of
the'.vlinimum Improvements.
(fl The Redeveloper acknowledges that land use permits shall be governed by City land
use ordinances and specific land use approvuls separate from this Agreement.
(g) The [tede�eloper would not consn�uct the A'finimum Im�rovements on the
Rede��eluprnent Property but for the assistance bein�provided by?he Authoriry hereun�er.
Section 2.4. Rcprc�cnt�it ioiL�by the Land U�vn�l_ The Land Owner represents that as of the
date of the Original Agreement:
(a) The Land Owner is a limited liahility c�n�pany dtily�rganized and in�ood standing
under the laws of the State, is not in vialatian of an�- provisions of its articles of organization,
znember control agreement, or the laws of the 5tate, has the power to enter into this Agreement
and has duly authorized the exe�ution, delivery and performance of this Agreement by proper
action of its members.
(b) Ne.ithr.r the exccution and cielivery of this Agreement, the consummation of the
transactions conte:nplated hereby, nor the fulfillment of or compliance with the terms and
cflnditions of this Agreernent is prevented, limited by or conflicts with or results in a breach of,
the terms,conditions or provisions of any restriction or any evidences of indebtedness, agreement
or ir�strun►ent of�+�hatever nature to which the L•and Owner is now a party or by wlticl�it is bound,
or eonstitutes a default under any of the foregoing.
9
12044995v11
A-13
610654�-3 B F295-315
(c) The Land Owner shall promptly advise the Authority in writing of all filcd and
}�ending litigation or clain-,s materially and adversely affecting an}� part of the !Vlinimtun
Irnprovernents, the Land Owner, or the La�id Ov��ner's ability to satisfy its obligations under tllis
Agreement and all writter.co�nplaints and charges made by any govenmental authority materially
and adversely affecting the Minimum Improvernent$ or materially and ad�ersely attecti�ig Land
Owner or its business, which may delay or require changes in construction of the Minimum
Iznprovements.
�d) The Land Owner acknowledges that land use permits shall be governed by City land
use ardinances and specific land use approvals separate from this Agreement.
to
12Q44995v11
A-14
61065�1a3BE295-315
ARTICLE III
Con�,�luncc of Cilr� !'runort�
5e:ction 3,1. 5tatus nf Reclevclon�nent Prut�Lrlv, The Land Owner has acquired the Land
Owner �roperty, ior t'��e purpose of constructing the Minimum Improvements. The City had
.icc�uired the Cit�� Property. 'The Cit� pre��iously conveyed the City Property to the Land Owner
pursuan: to a separate purchase a��:eetnent 'or the price of one thousand dollars(�1,000).
Section 3.2. ��ics oC Ite c�rtti. If the Redevcloper fails to commence and complete the
construction of the_Vlinimum Improvements when required by this Agreement, the Rede�eloper
shall furnish to the Authority upon request, at no cost to the Authority, copies of all reports,
assessments, studies, surveys and other documentation prepared on behalf of the Redeveloper in
eonnection with its acquisition of the City Yroperty.
Section 3.3. /�ull�uritx and('it��C'i,sts. In consideration for the Authority's covenants and
w�dertakings under this Agrecmcnt, the Redeveloper a�rees thet it will pay all reasonable out-of-
pocket costs i.icurred by tMie Authority or Cih�, including,without limiiatio�i, all fecs owed to the
Authority's or City's trafFic; engineering, develupment, fiscal, envirunnicntal and other
co��suN�nts,and atJ attomeys'fees incunacl by tlie Aullwi ity or City in connection with the er�atio�i
of tYte '!ax Inct�ement DiStrict, [he ne6otiatiou and l�reparatic>n ot the Original A�,reement, 3ny
planning d�icuments ;equired by' tl�e Ciiy, and all rclat�d do�uments; or in enforcing the
Redeveloj�er's obligations tu pay costs which it is obligated to Pay under this Aereenient. All oF
t��e Authurity's and City's attorne-rs and consultants shall �c under contract a�ith tlie Authority or
City,unless the Authority ur City otlteiwise agrcc in �vriting. 1'he Autho�ity will provide to the
R.edeveioper reyuest� ror paymcnt of thc costs incurred by the Authority or the City from time to
time accompanieci by statements or invoiees documenting such costs. Sueh costs shall he payable
by thc Redevelop�r to thc; Authority within thii�y (30) days atler rec�uest by the Authoriiy. 1'he
RCclrvClu�er's ubligatious under this Section sl�all survive. tr.nninati��n nf tltis Agreement to the
exteut �osts wcrc inei�rrccl prior to the date of termination or to the extent that costs are ineurred
to enforce the Redeveloper's obligations under this Section.
Prior to incurring costs subjcct to payment or reimbursement by thc Redeveloper under this
Section,the Authority wi:l use its hest efforts to obtain proposals fi-om its c�nsultants and attorneys
describing the hourly rate or other hasis on which the costs will be iucurred and an estimate of the
costs ta be iucu�red. A failnre ta ohts�in such proposals or the exceeding of the cost estimates shall
not relieve the Redeveloper of its obligation to pay the costs incurred.
The Redeveloper has deposited $SU,OOOAU with ihe Authority as of the date of this flgreement.
'The Authnri�y shall have the right to drew- up��n amounts on deposil w�ith it to pay the fees and
costs described 'ui this Section. The ltedeveloper agrees t� maintain a dcposit with the Authority
in the amount of$25,000.00. If the amount on deposit beconics de�leted below $S,UOO.UO, the
r�uthoi7ty shall have the right to request in wriling,accomp�nied by itemized in<<uices which liave
been paid fi•om the deposit,that the Redcveloper replenish sucli funds upc.�n which thc Redeveloper
slia(i,within 15 days of request hy lhe Autl�onty,remit to the Authority additiunal ftnids to be held
on deposii so that tl�e amount on depnsit will equal �25,000,00. lF upori termin�tiun of tliis
tl
I2044995v11
A-15
610654�•3BF.295-315
A�reemenL, tlx: amounts held hy the Authorin' are insufftcient to pay the Authorih�'s co�ts, the
Redevelo�er shall be liable for any deticiency. lf lhis A�'eement is terminated in accordance�vith
tlie terms hereof, any sums �•emairing ntt depo5it wilh thc Authot'ity, afier the Authority pays or
reimburses itself and the City for costs incurred tu the date ol terminatiun,shall be reiumed to lhe
Redevel�pe.r. In acldition,any surns remaining on deposit with the Authority six(6)months after
c:'ompletinn of� the Mininium Impro��ernents, afier all documents and agreements necessary to
implament the lransactions contempiated by thic Abneenient have been}�repared and executed and
after rhe Authority pays or reimburses itself and ihe Ciiy for costs incurred to the date of
termination shall be returned to the Redeveloper. Notwithstand:ng anything herein to the contrary,
the Aut�iority and the City shall bear their o4vn attorney's fees and costs in connection with the
Liti�eatian and the preparation of this Ainended aad Restated Agreement.
Section 3.4. Rc-c��nvcvtn�ce t�l� Ci1v Nrc_��tv. In the event that the Redeveloper fails to
commence construction of the A9inimum lmprovemems when required by this Agrecuient,subjeck
io extension of such date by agreement of the A�rthority and the Redevelorer;the Redeveloper and
Land O�vne�� sl�all Ue obligated to,if reyuested by the Authorit��, convey the City Property tu the
City, except tliat once tl�e Re:ieveluper has commenced construccion oi' tl�e Miniinu�n
l�r�pa•ovements, then tl�ere shall be no obligation to conve,y the City Property tu �l►c �ity. Tl�c
purchase price to be p�id by the City to reacc�uire the City Property shal] be $1,OOU.00, less any
c�sls incurr�d by tlie City or Authority in enforcinE such re-conveyance obli�atiuji bul osilv tc� the
exteni roi otherv�rise reimbursed �y Redeveloper per Section 3.3. The Cit�� Property shall bc
conveyed to the City pursuant to a liinited w�rranty deed co��vcyin� markctablc title io s��cl�
propert��, subject only to si�ch de'eets, liens. easements, encumbrances or other title matters to
whicl� the City Propery was subject when the City deeded it to the Land Owncr, and any ocher
N�rtllitted Enctimbrances. 1'he KedevelopCr wiil cuc�perate with the City in sucl�subdivision or re-
platting of'the Yraperly as may he necess.tr,y tv peritiit the raconvcyancc of the City Propeny to
the C:ity. ln the event that Citv incurs costs, including reasun�ble attoii�eys' fees, enforcing the
Redeve:ope•r and Lancl Owner's ot�ligations under this Scction,the Redeveloper sliall be liable and ,
sl�al I pay to the City the amuunt u�such costs`vithin ten(10)days written demand by the City.
12
l2oaa995.�i 1
A-16
��o�sa,-3�rzys-3�s
ARTICLE TV
Co structi�►n uf'Impru<<�rncnts
Section 4.1. C;�n�ti�ictioii c►f Mit�imuin Irn�ruven��ent,, The Redeveloper aprees that it will
construct the Minimum Impro��ements on the R�devel�pment Property in accardance with the
approved De��elc�pment Ylans. l he City agrees that, at its cost, it will completc the Artery in
accordance with the approved Development Plans.
Seclion 4.2. Dcvelc�ument I'lan�. (a) The City's conveyance of the City Prc�Ferty to the
Redcvelnper was �tnd is predicated upon and subject to the Ltedeveloper's agreement that it will
construct thc Minimum Improvements consistent with the Site Plan and Development Plans,bafh
of which have been approved by the City and the Authority. Attached to this Agreement is the
Site Plan that has been approved by the City and the Authority showing the general nature and
location of the Minimum Improvemcnts. .Also, the Redeveloper has submitted and the City has
approveci D�velopmeut Plans for tl�e Minimum Improvements. All further construction plans shal!
Ue preE�ared to be cousistent with tl�c approved 5ite Plan and Development Plans, subject to any
changes approved by the Authority.
(b) Nothing in this Agreement shall be cleenicd to relicvc tLe Redeveloper uf tts
obli�ation ta comply with the requirements o;the Gity'�t�orinal land tise a��proval proccss, The
parties acknowledge thnt ihe Redeveloper hxs �lrca�ly canplicd with thc rcquircments of this
process.
(c) If the Redeveloper desires to make any material change in any Developrnent Plans
after their approval by the Au�hority, the Rcdc��eloper shall submit the proposed change to the
Authority f�r its approval.lf ttie Development Plans,as modified by the proposed chan�e,ecmform
ta the requirement5 uf lhis lagrcement and such changes do not materially aller the nature,�lualaty
or exterior appearance of the Minimum Improvements, the Authority shHll apPmve the nrt��nsed
chan�;e and nolii'y tl�c 12edevcloper in writing of its approval. Any reque;ted change in the
Developinent Plons sholl, in any event,be de�med appr�ved by the Authorit�� unless reje�ctcd, in
wliole or in pan, by writtcn notice by the Audiorily to the RedeveloPer, setting forth in detafl the
rcasons thercfor within tcn(l01 days after receipt of the notice of such change.
(d) The Redeveloper and Land O��vner have created separate ta�c parcels from tlie
Rcdevelapment Prop�rty to separate the Crade-Le��e] Garage and Pedestrian and i3icyc)e Lobby
from thc remainder of the RedeveloPmen: Yroperty in coordinalion w�ith the City ai the
Redevel�per's cost and subject to all City ordinances and procedures, The creation of separate tax
parcels resulted in one recordalile legal descripiion encom�assing both the Grade-Level Garage
and Pedestrian and Bicycle Lobby. Th� Land Owner and Redeveloper also platted thc
Redevelopment Property.
(e) The Redevcloper�{�ill pay to tl:e City a park dedication fee of$180,750 and donate
to the City $25,(100 for public art prior to the City's issuance of the final certificate of occupancy
for the Minimum Improvemei�ts.
13
12044995v11
f�-1 7
610654v3B[i295-315
(� The Rcdeveloper wil] install in the Minimum Improvernents, in accordance with
the City's generally applicable requlrements,a radio booster for the purposes of amplifying radio
signals for emergency responders.
Section 4.3. Con�meuccme��t���cf Cc�mpletiun�t C'onsrructi��n. (a) Subjeat to Unavoidable
Delays, the Redeveloper shall commence construction of the Minimum Impravements by
December 31,2016, and Complete constcuction of the Minimum Improvements by June 30,2018.
The Redeveloper agrees that it sha11 promptly begin and diligently prosecute to completion
construction of the Minimum Improvements within the periods specified in this Agreement, Until
construction of the Minimum Improvements has been completed, the Redeveloper shall make
construction progress reports,at such times as may reasonab]y be requested by the Authority as to
the actual progress of the Redeveloper with respect to such construction.
(b) Subject to linavoidable Delays,the City will complete final plans and specs for the
Artery by February 1, 2017, and provide a copy thereof to the Redeveloper. Subject to
Unavoidable Delays, the City will commence construction of the portion of the .Arte�y locxied
within the Access Easement Agreement area(lhe"Artery Easement Work")by June 1,2017 and
complete such construclion by August 1,2017. In addition,the City will ensurc that We ren�ait3der
of its work with respect to the Artery will not interf'ere witti :��cess tu tlie fio��t lobby of the
Multifamily Facility or the access to the lower-lcvel pa��king portion of the Multiflmily FEicility.
Tl�e Cit;�r will pay the cost of constructing the Artery,provideel that upvn Co�npletioii of the Artery
Easemesit VVork,Redeveloper will pay the City the acwal cost of thc Artery Cascmcnt 1��ork. Afler
completion,the City shall provide evidence,reasonably acceptablc to Redeveloper, of the actual
cast.
(C) The City �vill install public art, tlic location Fuid desi�n of which will Ue mut��ally
agree�l ttpon by the City aiid tlie Redcvcloper, ncar the Minimum Improvements ori c�r before
Novernber I, 2017. Redeveloper shall pay tor up to ��U,UO� of the public art in additinn to the
donation it is making pursuant to Secrion 4.2(c).
14
12044�JSul1
A-18
610654v36Fi295-315
ARTICLE V
Insurance
Section 5,1. Ins,n:�ncr.
(a) l'he Redeveloper will provide and maintain or cause its contr�ctors and subcontractors
and at all tunes during thc process of constructing the Mini�num 1mp�rvemcnis and,i�om time to
tirne at the reasonable request of the Authority,fuinish tl�e Authoriiy with proof of insurance as
follows:
(i) Builder's risk insurance, written on the so-called "Builder's Risk—Replacement
Cost Basis,"in an amount equal to one hundred percent(100%)of the insurarile value ofthe
Minimum Improvements at the date of C�mnlction, and with coverage available in
nonreporting form on the so called"all risk" forrn of policy;and
(ii) Com�rchensive generril liability insurance(including operations,contingen�liabiliiy,
operxtions u1'subcantractors.roinpleted uperations,Broadening Endwsenient)togcthcr with
an Owner's Cantr�etor s Polir.y�aith limi�s against bodily injury and property damage af not
less than $2,000,000 for each occurrence (to accomplish the atwve-required limits, an
umbrella excess liability policy may be used);
(iii) Worker's compensation insurance, with statutory coveragc and employer's]iability
protection,
The polieies of insurance required pursttuiit to clauses(i)and(ii)above shall be in form and c�ntent
satisfactory to the Authoritv Hnd shall be plflccd with financially sound and reputable insurers
licensed to [ransact Uusine5s it� t�ir St�rtc, the liabilitv insurer to be rated A or better in ResCS
Insura�tci l:�tucle. �iie pulicies of insurance �lclivered pursuai�t lo clause (i) and (ii) above shall
contain an agreeme�it of�hc ii�su,�r to give not less than ten(10)days' advnnce v,�ritten not.ice to
tl�e Authority in t!ir event of eanecltation of suc.l� policy or chan�e at�eeting the coverage
thereunder. The Authority shall be named as an additional insured on the liahilit} policy oblained
pursuant to clause{ii)above.
tb) Upon Completion of constniction of the'_viinimum Improvements and prior to the
Termination Date so long as the Redevelope•r owns any portion of the Minirnum Improvemei�ts,
thc Rcdevcloper shall maincain, at its cust and expense, and from lime to time at the reasonaUle
requ�st of the Authority shall fiimish proof of insurance as follows:
(i) a policy ef cnmmercial genecAl G�blllty insurance written on fln "occurrence
basis", not a"claims basis",and with coverage limits uf not less th�ui�1,C1UU,�OQ for
each nccurrence of injurv or pmperty damage avd S2,C1p0,000 in the aggregate;
��ravided, however, that, from time-to-time. these coverage limits may be raiscd or
lotvered in accordance ��'itl� industry s:andard -ecommen�latioi�s for com�arable
policies;
15
12D44995v11
A-19
��o�sa��3Hr29s-3�s
(ii) an umbrclla or excess liability policy with coverage limits that, when
combined with the commercial generaf liability policy, aggregate not less than
�10,(1QO,ODU per occurrence and $]0,000,000 in the aggregate; provided, however,
that,from time-to-time,these coverage iimits may be raised or lowered in accordance
with industry standard recom�nendations for comparable exce�.s policies; and
(iii) a policy of property insurance with"all-ri5k"coverage in the amount of'one
hundred percent(100%)of the full Fteplacement Cost of the Minimurn Improvements
and tcrrorism coverage and rental income coverage.
(c) All insurance requirect in Article V of this Agrecment shall be taken out and
mainiained in responsible insurance companies selected by the Redeveloper which are authorizod
under the laws of the State to assume the risk covered thereby. Upon request, the Redeveloper
���ill de�wsit aiu�ually witl� the Authority bindcrs evidencing all such insurance, or a cerliticate c�r
certificates o#the respecUve insurers statinb that such insurance is �n force and effect. Unle�s
otherwise provided in this Article V of this Agree►nent eacl� policy shall centain tt provision tl�at
ihe insu.er shall not cancel or mocliP,y it without givin� t�vritten nutice to the Redeveloper tu�d the
Authority at least ten (lU) days before the cancellation or modification becomes efte�li�e. Not
less th�n fifieen (15) days priar to the expiration of any �licy,the Redere!oper shall iuniisl� the
Auth��i•f:y evidence satisiactory to the Authority that tl�e poliey lias been renc�vcd ur replaccd by
auother polic��conformin�tv tl�e provisions of tUis Article V of lhis Agreement,or thac thcre is no
nee,essity therefor under the terms l�ereof. ln lieu Uf 5C�itIt1[C prrli�ics, che Rcacvcloper mny
maii�tain a single policy, blaril:et or umbrella policies, ur a aou�bination thcrcof, having che
coverage required herein, in which evenc the Redeveloper shall dcpc�sit witli thc Autl�ority a
certific�te or cel�ificates of the rc5pective insurers as to the amounl o:'coverage in force upon the
Minimum Improvements.
;d) Thr [Zede��eloprr a�rc:Gs ta notify thc Authority immediately in the case�f damage
to c�r de�truclion oF,the N,iniui�un[mprovcments or any portion thereof resulting f'rom fire or�ther
casualty. In the eti�ent of any such damage or desti�iction, the RedeveloE�er ��+ill fotlh��ith repaii•,
reconslruc� and restore thosc �rtions of tlie Minimum Improvements which ic owns to
substanric�llv the st�n�e nr an improveci condition or��aluc as exisied prior to the evant causing such
dam�sKe �>>�l, tu the extetit nccessAry to accomplish stich repair,reconstruciinn��nd rest.oration, the
Rcdcvelope►will ap�ly tl�c Nel Proceeds of any insuraiice relating to such d�mage received bY the
Redeveioper to thc payment or reimbursemeni af ihe costs thereof.
The Rcdeveloper shall complete ihe repair, reconstruction�nd restoration af the porti�ns
of the Minimum lmprovements owned by the Rede��eloper, whedier or not the Net Proceeds of
insurance received by the Redeveloper for such purp�ses are sufficient w pay for the same. Any
I�et Proceeds remaining after completion of such repairs, construction and restoration shall b:,
remitted to the Redeveloper.
The obligation to repair,reconstruct and restore the Minimum Improvernents shall continue
during the term of the Tax Increment District.
th
tzoaa�s�>>
A-20
610654��3B[:295-315
ARTIC�E VI
'fa� Incremcnt; Reimbur�cmcnt of Oualificd Cusls
Section 6.l. C'rcation of Tax Incremcnt 1)i�trict. The City and thc Authority approved the
creation of the Tax Increment District,a rcdevelopment tax ineremcnt district,on Februaty 2,2016.
The Tax Increment District encompasses the Redevelopment Property. Tax inerement from the
Tax Inerement District will be used to pay costs as described in this Agreement.
Section 6.2. Re•i�i�bursemcnt for Uuali(ied Cc�sts, (a) The Authority will use a portion�f
the '1'ax Increment generated by the Tax Increment DisVict to reimburse the Redeveloper for a
portion of the Qualified Costs incuned and paid by the Redeveloper in connection with its
construction of the Minimum Improvements. The Qualified Costs consist of the following;
(i) Land Acquisition costs,
(ii) Parking for the residential apartment units,
(iii) Public improvements,
(iv) Pedestrian and Bicycle Lobby,
(v) Utilities,
(��i) Geotechnical investigation and correction costs,
(vii) Stormwater management costs,
(viii) Site improvements,and
(ix) Any other Tax Increment eligible costs.
The Aiithority shall have the right to designatc which of the above Qualified Costs will be
reimbursed so long as such designation does not result in rcimbursed Qualified Costs below
�13,200,000.
(b) fhe Authority will issue to the Redeveloper I�ates to reimburse them for Qualified
Costs in the Collowing principal amounts: (1) $2,10U,000 ("Note A") to Doran 810, LLC; (2)
$3,100,0U0("Note B")to Doran 810 Apartments, LLC; and, (3)$8,000,000 ("Note C") to Doran
810,LLC,each with am m�nual interest rate equal to S%. The ierm of Notes A and B shall be ]2
17
1�044995���
A-21
��o�sa��3 B G295-315
years and the term of Note C shall be 26 years and ahall be paid with Available Tax Tncrement.
The Notes shall be payable solely with Available Tax Increment and the amount of Tax Increment
deducted in calculating Available Tvc Increment will bo retaincd by the Authority. Available Tax
Increment will be applied as follows on each Schcduled Payment Date:
(i) First, on a pro-rata basis to pay all accrued, current and unpaid
interest,based on the outstanding principal amount ofNotes A and B
on such Scheduled Payment Datc;
(ii) Second,to pay any out5tanding principal on I�ote A;
(iii) Third,to pay any outstanding principal on Note B;and
(iv) Fourth, to pay all accrued, current and unpaid interest and principal
outstanding on Note C,
Section 6.3. Intcntionally aeletcd,
Section 6.4. Conclitians Prcccdcqt tn Issu��nc.�of Nu�c ar Notcs. Notwithstanding anything
to the contrary contained herein, the Authority's obligation to issue the Note or Notcs shal] be
subject to satisfaction, or waiver in writing by the Auihority, of all of the following conditions
precedent:
(a) there shall be no uncured default by Land Owner or Redeveloper under the terms
of this Agreement;
(b) the Redeveloper shall have provided to the Authority documcntation acceptable to
the Authority showing that the Redeveloper and L�nd Owner have incuned and paid Qualified
Costs in an amount at least equal to the principal amount of the Note or I�otes;and
(c) the Redeveloper shall have Complctcd construction of the Minimum
Improvements.
Sect�on 6.5. Potential Rcduction nf As�istancc. (a) On the Calculation Date, as defined
below, the amount of the tax increment finance assistance provided pursuant to this A�'eement
wil]be subject to adjustment based on a target Cash on Cash Return,as defined below,of 11%. By
the Calculation Date,the Redeveloper must deliver to the Authority's municipal advisor evidence
of its Cash on Cash Retum, subject to a confidentiality agreement reasonably acceptable to
Redeveloper and the Authority. The Cash on Cash Rcturn shall be caiculated by the Authority's
municipal advisor based on the Rcdeveloper's pro forma financial statement submitted to the
Authority's municipal advisor, a summary of which pro forma is attached to this Agreement as
Schedule J(the"Pro Forma").
If the Cash on Cash Return exceeds I1%, then the principal amount of the Note or Notes
issued to ttie Redevcloper will first be reduced to an amount that result� in a stabilized Cash on
Cash Return equal to 11%over thc tcrm of the Note or Notes,in which case the Redeveloper shall
Is
I2044995v11
A-22
610654��3B[:295-315
deliver the n'otc or Notes to the Authority ui exchange for a new Note or I�Totes in the adjusted
principal amount upon the Authority's written request. If the Redeveloper's Note or rotes is
reduced to zero and the Cash on Cash retum is still greater than 11%over thc term of the Note or
Notes,t1�en the principal arnount of the Landowner's Note or Notes will be reduced to an amount
that results in a stabilized Cash on Cash Return equal to 11% over the term of the Note or Notes,
in which case Landowner shall dcliver the Landowner Note to the Authority in exchange for a r.ew
Note in the adjusted principal amount upon the Authority's written rcquest,
(bj For the purposes of this Section,the following terms have the following meanings:
"Calculation Date"means 60 days after the carliest of(i)the date of Stabilization,as defined
below, of the Minimum Improvements; (ii) the date of any transfer of the Multifamily Facility
(��rovided that the Redeveloper an� the Authority may agree thal lhe Calculation Date will occur
prior to the actual trausfer); or {iii) iwo years after ihe clate of cumpletion of thc Minimum
lrnpravements,as evidenced by the City's issuance of a final certificate of occupancy,
"Cash Flow" means Net Operating Income less debt service with respect to the first
mortgage loan.
"Cash on Cash Retum" means Cash Flow divided by the sum of Redeveloper's and Land
Owner's actual equity, which excludes any grants or City, Authority, Federal or State funds
received by the Redeveloper or the Land Owner,and the principal amount of the Note(s).
"Net Operating Income"means total rent excluding any payments under the Ground Lease,
and other project-derived revenue,including payments under the Note(s),less Operating Expenses
in aeoordance with the Pro Forma.
"Operaring Expenses"means reasonable and customary expenses incurred in operating the
Redevelopment Property in accordance with the Pro Forma, including deposits to capita3
replacement reserves.
"Stabilization" is defined as the first date upon which both of the fo]]owing have occurred:
(1} the Multifamily Facility w�ithin the Minimum Improvements have achieved 95% occupancy
for three consecutive months; and(2) real estate taxes have been fuily assessed on the completed
Minimum Improvements.
Section 6.6. Radevelo��er'�anel 1 ancl Owncr'S Rci�resentciiions nti io Note or Nates.Each
of the Redeveloper and Land Owner makes the following representations to the Authonty wiEh
respect tu the issuance of any�lote to the Redeveloper or Land Owner:
(a) I�Teither the Land Owner nor the Rcdeveloper has relied on any represcntations of the
Authority, or any of its officers, agents, or ernployees, and has not relied on any opinion of any
attorney of the Authority, as to the Federal er State income tax consequences relating to the
purchase and ownership of the Note by the Rcdeveloper or the Land Owner.
(b) Each of the Redeveloper and Land O�vner is sufficiently knowiedgeable and
experienced in financial and business matters,including the purchase and ownership of obligations
19
120+14995v 11
A-23
610654v36E:295-315
of a nature similar to the l�ote, to be a.ble to evaluate the risks and merits of the purchase and
ownership �f the Note. Each of the Redevetoper and Land Uwner has been made awarc of the
security for the Note and the proposed uses nf the proceeds of the Note, and has received the
cooperation of the Authority in undertaking any due diligence that the Redeveloper or the Land
4wner has dcemed necessary oz appropriate.
(c) Each of the Redeveloper and Land Owner understands that the Available Tax
lncrernent is the sole saurce of money that is pledged and will be availablc for the payments due
under the '_�iate; that the Authority is not under any obligation to repurchase the Note from the
Redeveloper or the Land Owner under any circumstances;that the I�'ote is not a gencral obligation
of the Authority or the City; and that,if the Available Tax Increment is not sufficient to make the
payments due under the Note in full, no right will exist to have taxes levied by the Authority or
City for the payment of the unpaid amomits due under the 1rTotc.
(d) The Redeveloper and Land Owner understand that the :'�tote is not registered or
othervvise qualified for sale or transfer under the securities laws and regulations of the State or
under the Federa! securities laws or regulations, the Noie is not listed on any stock or other
securities excl�ange, and tl�e Notc will carry no rating from any rating service.
(e) Each of the Redeveloper and Land Owner has coeiducted its own investigation
regarding the projected Tax Increment from the Redeveloper's development and acknowlcdges
that any estimates of Tax Increment prepared by or on bchalf of the Authority or City were
intended for the Authority's or City's use only and have not been and will not be relied upon by
the Redeveloper or the Land Owner.
Section 6.7. Rc�l Pruncrty_ Taxcs. (a) The Redeveloper and Land Owner
acknowledge that the Authority and City are providing substantial aid and assistance in furtherance
of the development described in this Agreement and that such assistance will be financed using
thc Tax ]ncrement generated from the Tax Increment District. Therefore, the Redeveloper and
Land Owner agree for themselves, and their successors and assigns, that in addition to the
obligaiion pursuant to statute to pay real estate taxcs, it is also obligaled by reason of this
Agrcccnent to pay before delinquency all real estate taxes assessed against the Redevetopment
Yroperty and all impro��ement�s thereon. `1'he Redeveloper and Land Owner acknowledge that this
obli�ation creates a contractual right on behalf of the Authority and City through the term of the
Tax Incrcment District to declare an Event of Default or sue the Redeveloper or Land Ov�-ner, or
their successors and assigns, to collect delinquent real estate taxes and any penalty or interest
thereon and to pay over the same as a tax payment to the county auditor. In any such suit, the
Authority and City shall also be entitled to recover its c�sts,expenses and reasonable attorney fees.
(b) The Redeveloper and Land Owner agree that during the term of the Tax Inerement
District, they will not cause a reduction in the real property taxes paid in respect of the
Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any
part thcreof; or (B)willful refusal to reconstruct dam�ged or destroyed property pursuant ta
Section 5.1 of this Agreement. The Redeveloper and Land Owner also agree that they will not,
during the tenn of the Tax Increment District, apply for a deferral of property tax on the
20
12044995v11
A-24
610654v36[i295-315
Redevelopment Property pursuant to any law,or transfer or permit transfer of the Redevelopment
Property to any entity whose ownership or operation of the property would result in the
Redevelopment Property being exempt from real estate taxes under State law.
(c) i�'othing in this Agreement is intended to hinder or impair the rights of ihe
Redeveloper or Land Owner to seck rcduction in marlcet value or property taxes on any portion of
the Redevelopment Properiy under any State law (referred to as a "Tax Petition"). The
Kedeveloper or Land Owner,as applicabie,shail notify the Authority within 10 days of filing any
Tax Petition. lf as of any Scheduled Payrnent Date under the Note(s), any Tax Petition is then
pending,the Authority will withhold payments of Tax Increment attributable to the portion of the
ta�c payment that is the subject of the Tax Petition. 'I'hc Authority will pay any withheld amount
to the exte:�t noi reduced as a result of the Tax Petition, without interest,promptly a�fter the Tax
Petition is fully resolved and the amount of Tax Increment attributnble to the disputed tax payments
is finalized.
21
t zoaa�vsvt t
A-25
610654�3 B[:295-315
ARTICLE VTT
Financlne
Section 7.1. f�inancir.�;, Prior to the date of this Agreement,the Redeveloper shall submit
to the Authority evidence, satisfactory to the Authority, that the Redeveloper has obtained
financing or has available and committed funds(such as a bank financing term sheei)in an amount
sufficient to pay the cost of construeting the A9inimurn Improvement.
5ection 7.2. Limitation Upon Lncumbrancr af I'ropertv• Prior to the Completion of the
Minimum Improvements,as certified by thc Authority,neither the Redeveloper nor any successor
in interest to ihe Redevelopment Property, or any part thereof, shall cngage in any financing or
any other transaction creating any mortgage or other encumbrance or lien upon the Redcvelopment
Propc�ty,whetlier by express agreement or operation of law,or suffer any encumbrance or lien to
be made on or attach to the Redevelopment Properiy, except for thc purposes of obtaining funds
only to lhe extei�t necessxry for acquiring and constructing the Minimum Improvements and except
for the Pe,rmitted Encumbrances, witl�out tl►e prior�vritten approval uf the Auihnrity. Nothi3ig in
this Agrcement shall be construed as a limitation upon Redeveloper's aL�ility to obtaiti financizig,
includir.g loans from members or investors, that does not create an encumbrance or lien on the
Redevelopment Property.
Section 7.3. ('��I�v ui'Noticc of l�cfault lo Nlort�<<4ec. Whenever the Authority or the City
v�riil delivcr any notice or detnai�d to lhe Redeveloper or Land O��ncr with respect to any breaclt
or default by the Redeveloper or Land Owner in its obligations or covenants under this Agreement,
thc Cit,y or Authority will at the same tirne fonvard acopy of such noticc or demund to each Holder
of any ?viortgage at the last address of such Holder shown in t�►e records of the Authorit}'. Sucl�
notice to a Iiolder will be given in the manner set forth in Section 10.5. Failure to give such notice
shall not affect thc Autliority's or City's rights to exercise remedies under this Agreement as a
result of such brcach or default.
Section 7.4. A1��rt�� �c�,'c'� n�tion tc� C'urc Uciau!ts. After any breach or aef�ult referrcd to
in Section 7.3, each such Hoider will have thc right, 1t its uption,to cure or remedy such breach
or default within the time for cure sct forth in Section 9.2 of this Agrceinent.
22
12044995v11
A-26
610654��3BI:295-315
ARTICLE VIII
1'roliibalinn. ,1�ainsl Asxit�ntnen! antl Trs�nsfcr, IndemniTtcation
Section 8.1. i'rohibition A�+aiiist Transfcr ot� ('ro��crtv .ind Assienme�it of /1�*rce.mcnt.
Subject to Section 8.3 of this Agreement, the Recieveloper represents and agrees that during the
term of the 1'ax Increment District, except only by way of security for, and only for, the purpose
of obtaining financing necessary to enable the Redoveloper or any s�iccessor in interest to the
Redevelopment Property, or any part thereof, to perform its obligations with respect to
constructing the Minimum Improvements under this Agreement,and any other purpose authorized
by this Agreement, the Redeveloper(except as so authorized) has not made or created, and will
not make or create, or suffer io be made or created, any total or partial sale, assignment,
conveyAnce, or lease (other than leases to residential tenants, the ground lease between Land
Owner and Redeveloper), or any trust or power, or transfer in any other mode or form of or with
respect to this Agreemcnt or the Redevelopment Property or any part thereof or any interest herein
or there.in,or any contract or agreement to do any of thc same, without the prior written approval
of the Authority which shall not be unreasonably withheld or conditioned.
I�+otwithstanding the foregoing, the Redeveloper may, without the Authority's consent
transfer the Redevelopment Property to an affiliate of the Redevelo�er that is owned by or under
common ownership with the Redeveloper, or to Doran Companies or any affiliate of Doran
Connpanies,which entity will act as manager or operator of the Minimum improvements;provided
that any such transferee must entcr into an agreement pursuant to which it assumes and agrees to
perform the obligations of thc Redcveloper under lhis Agreenient. Nothing in this Article VIII
shall limit Redeveloper's ability to enter into management agreements with affiliates.
In the absence of specific written agreement by the Authority to the contrary,no such t�ansfer
or approval thereof by the Authority shall be deemcd to relieve the Redeveloper,or any other party
bound in any way by this.Agreement from any of its obligations hereunder.
;�oihing in this Agreement shall be construed to prohibii the fnreclosure of a Mortgage (or
deed in lieu �f foreclosure) or subsequent sale, nor sha11 the Authority's consent be required for
any such transfer.
Section 8.2. Releasc �nil In�l�mnitication Covcn��ni.s. (a) The Redeveloper releases from
and covenants and agrees that the City, the Authority and the governing body members,officers,
agents, servants and employees thereof shall not be liable for and agrees to indcmnify and hold
harmless the Authority and the governing body mernbers,officers,agents,servants and employees
thereof against any loss or damage to property or any injury to or death of any person occutrin�at
or about or resulting from any defect in the Minimum Improvements,excepi to the extent caused
by the Cit}�'s or Authority's negligence.
(b) Except for any willful misrepresentation or any misconduct of the following named
parties, the Redeveloper agrees to protect and defend the Authority and City and the governing
body members,officers,agents,servants and ernployees thereof,now or forever,and further agrees
to hold the aforesaid harmless from any clairn,demand,suit,action or other proceeding a�hatsoever
� 23
�2oaa��svi t
A-27
61p65qv3B[:295-315
by any person or entity whatsocver arising from this Agreemcnt,or the transactions contemplated
hereby or ttie acquisition, construction, installation, ownership, znd operation of the
Redcvelopmcnt Property and Minimum Improvements, except with respect to any construction,
installatian, operation or maintenance of the Artery.
Secti�n 8.3. Tr��n�icr A(lcr Com�+lctic�n �i'Minimum Imt�r���ements. After Cornpletion of
the Minimum Improvements, each of the I�and Owner and Redeveloper may, upon notice to thc
Authority, sell, assibm or transfer its interest in the Redevelopmcnt Properiy andlor Minimum
Improveinents;provided that such transferee has the experience and financial ability to satisfy its
obligations under this Agrcement and related documents and enters into an agreement hy which it
assumes the obligations of lhe Land Owner or Redeveloper under this Agreernent. The Authority's
approval of such a transferee shatl not be unreasonably withheld or delayed. At such time, the
Land Owner and/or Redeveloper, as applicable, shall be relieved of its obligations hereunder,
which shull remain obligations of its or their success�rs in interest to the Redevelopment Property
and/or Minimum Improvements, as applicable. The Redeveloper or Land Owner, as applicable,
shall remain responsible for indemnification obligations under this Agreement with respect to
matters becoming known after the date of such transfer the basis of which oecurred prior to the
date of such transfer. Notwithstanding the foregoing,the Authority's consent shall not�e required
under this Section 8.3 after the balances ofI`ote A and Note B have been paid in fi�11 or o#herwise
matured.
2a
12044995vi1
A-28
610654�-3BF.295-315
ARTICLE IX
Events of Default
Section 9.1. Lvcnts ol'Dcf�ul� Dctn��cl. The term "Event of Default" shall mean,whenever
it is used in this Agreement (unless the context otherwise provides); (i) any failure by the
Redeveloper or Land Owner to observe or perforn� any covenant, condiiion; obligation or
a�Ti'C�R1EIll Oil its part to be observed or performed hereunder or (ii) a material breach of any
Redeveloper or I,and Owner representation set forth I�erein.
Section 9.2. Rcir�cdir,, nn L'�cfault. Whenever any �,vent of Default occurs, the Authority
and Cit��may immedi7tecly suspend their perforniance under tli�s Agreement a�xi may take any one
ormore ofthe fullowiu�uctions afterprovidin�il�irty(30)days written noticc to the R�de.veluper
and Land Owner of the Event of Default,but only ii'thc L;vent of Uefault I�As not been cui�e�i witlrin
said thirty (30) days or, if the Event of Defauli is by its nature i��curaUle witlain said tl�irty (30)
d�.Ys. tl�e Recteveloper l�as not }�rov�ded reasanable assurances to the Aulhuri�,y that the �vcnt oC
Default will be cured and tl�at it ��ill be cw�ed as soon as reasonablypossible:
(a) Other than terminaiion of this A�reement oi tlie Notcs, t�►ke whata�cr action,
including legal, eyuitable or administrative artion, which may app�1r nea:ssary or desirable to
collect any payrnents due under this Agreemem,or to enforce performance and observance of any
obligalion, a�reement,ur covenant un�er this Agreement.
Sechon 9.�. No R�nuclv Exclusivc. No remcdy herein conferred upon or reservu� to the
Authority or RedevelopCr is inlcuded to be cxclusive of any other availaUle remedy or remedies,
but each�nd every sucli��emedy sliell bc cumulative and shall be in addition lo every nthcr re�ncd}�
given under this Agrecinciit or now or hercaf�.er existing at law or in equity or by statute No delay
or omission to exercise any right or power accruing upou any default shali imPair any sue.lt right
or puw�r or shall be constn�ed to be a waiver thereof, but .�ny stich right and power may be
exen:ised from timc to time and as often as may be deemed expedient. In order to entitle the
Authuiity or chc RedevetoPer to exercise any remec�y reserved to it, it shall not be necessary to
�,�ve uctice, other than sucl,notice as may be recJui��ed in thic Article IX.
Section �.4. Na Aciclitfonc+l W<<iv�r Irnnlicd bv Uri� Waiver. ln tlie event any a��eement
cuniair.ed in ihis Agreemeni should be hreached by either party end the►�eafter wai�ed b,y the other
party, such v��aiver shall be limiteci tn tlie particular breac}i so waived and �l�all not be deemed ta
waive any other concurrent.Previous or subsequent breaeh hereunder.
Sectio�► 9.5, l�fl��:l ��1�`l' ' n�uiou of /1�;recrnen�. In the event that this Agreement is
ternii�iated pur5U3ui to SCCtiOn 9.2, all prc�visions hereof shall terminate except that Sections 3.3,
y.6 and �3.2. 5hall sur���ve sucti tern�ination and any cause of action arising hereundez prior to such
termination shall not be affected.
Section 9.6. Custs ol l:i�fc�rcemcnt. Whenever any Event of Default occurs and the
Authority shall employ attorneys or incur other expenses for the collection of payments due or to
25
120a4995v11
A-29
610654��38[:295-315
become due or for the enforcement of perfozmance or observance of any obiigation or agreement
on the part of the Redeveloper under this Agreement,the Redeveloper agrees that it shall,within
ten(10)days of written demand hy the Alitharity pay to the Authority the reasonable fees of such
attomeys and such other expenses so incurred by�tl�e Authority.
26
12044995v11
A-30
610654v3BE:295-315
ARTICLE X
,1c1t1'liunal Provisions
Section lU.l. Itc�presenlutive, N��i Indiyiciut�ll�� l.iuble. No member,official,or employee of
the City or the Authority shall be personally liable to ihe Redeveloper,or any successor in interest,
in the event of any default or breach or on any obligations ur.der the terms of the Agreement. ro
member, affiliate,employee, or employee of an affiliate of the Redeveloper or Land Owner shall
be personally liable to the City or the Authority,or any successor in interest,in the event of any
default or breach or on any obligations undcr thc tcrms of the Agreement.
Section 10.2, Restririion;;en Litic. The Redeveloper flgrees thai neithcr the Kedevelo�ment
Propert�- nor Minimun� Improvements nor any rortiou thereof, shall be used for ll�e any of the
fbllowir_K uses: adult establishm.n�, adult I110h011 picture theater, adult navelty business or
buolcstore (prt�vided that this limitation shall not prohibit bookstorus or ather businesses that
include sales of adult malerial as �n ancillary pnrt of their sales), auto sales and\or lease,c��binct,
electrical, heating, p?umbing, air conditioning sales or service shop, open sales lot, pawn shop,
drivc-thru restaurant, auto repair, warehouse or taxi terminal. This restriction shall run with the
title to and encumLer lhe Re.development 1'roFcrty, for as long as tl» (vliniinutn lmprovcments
exist. for tlae benefit of the City and shall be enforceaUle by means ol'an injuuction, Iftl�c abnvc
terms are defined in the (:ity's zontng ordin�nces, the 1C1771s sLal1 l�ave thc meanin� contained
therein.
Section 1 U.3. 1?rnvi��on� Nn�Meraed With Drxcl None of the provisions of this Agreement
are int�ndad to Ur shall be merged hy reason of any dccd iransf'emng any in#erest in the
Redevelopment Pruperty and�ny �uch deed shall not be dcemed to affect or i�npair the provisinns
and covenants of this Agreement.
Section 10.4. TiU�, ��f Ai�icica anJ Scctians, Any titles of the several(��+rts, Artic'tes, and
Sections of the Agreemcnt:ur•inserted for convenience of re.Ferenc�only and�hall be disrcgarded
in construing or interpreting any of its provisions.
SCctiw� 10.5. 1�rnicr:� t�ncl l)cm:in�is. Except as �then��itie expressly providcd in lhis
AgreCu�ent,a nolicc,dc�nand,or odier�ommunication under thc Agreeme�il by eitl�er party to tl�e
otl�e•r s!iall bc sufficicutly given or delivered if it is dispatched by registered or certified mail,
postage prepaid,return rcceipt requested,or delivered personally;and
(a) in the case oF the Redevel�Per or Land O�vner,is addressed to or delivered personally
to the Redeveloper ar L:ind O»�ner,as a�plicable,at 7803 Glenroy Road,Suite 200,Bloomington,
MN 55439;and
(t,) in the case of ihe Authar ty or City, is addressed to or cJclivered personally to the
Authority or City,as applicable,at 1010 First Street South,Hopkins,Minnesota 55343,
27
I2044495v11
A-31
610654��38�295-315
or at such other address with respect to eiiher such party as that party may, from time to time,
designaie in wxiting and forward to the other as provided in this Section. Mailed notice shall be
deemed to have been delivered two (2) business days after being deposited with thc U.S. Postal
Service.
Sectian 10.6. Disclaimcr o1 Rclatia»shit�s. The Redeveloper acicnowledges that noihing
contained in this Agreement nor any act by the Authority or the Rede�•eloper shall be deemed or
construed by the Redeveloper or by any third person to create any relationship of third-party
beneficiary,principal and agent,limited or genera!partner,or joint venture between the Authority
and the Redeveluper and/or any third party.
Section 10.7. Uluc{i�icatians. This Agrcement may be modified solely through written
amendments hereto executed by the Redeveloper,Land Owner,Authority and City.
Section 10.8.Cc�untcrparts. This Agreement may be executed in any nuraber of counterparts,
eaeh of which shall constitute one and thc same instrument.
Section 109. Judicial Interurctation. Should any provision of this Agreement require
judicial interprctation,the court interpreting or construing the same shall not apply a presumption
that the terms hereof shall be more strictly construcd against one party by reason of the rule of
construction that a document is to be construed more strictly against the party who itself or ihrough
its agent or attorney prepared the samc,it being agreed that the agents and attorneys of both parties
have participated in the preparation hereof.
Section 10.10. h`� D�isiiicss Subsidv. The assistance being provided by the Authority under
this Agreement does n�t constitutc a"business subsidy" under the Minnesota Business Subsidy
Act, titinnesota Statutes, Sections 116J,993 to 116J.995,because the assistance is being pr�vided
for redevelopment purposes and thc Redeveloper's investment in the Redevelopment and site
preparation will exceed 70%of the County's Assessor's cunent year's cstimated market value for
the Redevelopment Property.
Section 10.1 l. T��rn, c>f ALn:crnenl. Except as specifically provided herein to the contrary,
this Agreement shall expire as of the Termination Date.
Section 10.12. ntent. 7'he Parties hereto acknowledge that the modifications made in this
Agi•eeme�it rerresent che mutually agreed upon terms of a mediated settlemeut agreeme>>t entercd inlo
ny� ttie pardes tn tiettle the Liti�ation. Tlie uiiderlyin� gnal of these changes is to pmvide that the
Redevelo�er and Land Owncr shall own and c�peratc the Minimwn Improverneuts, including ihe
Grade Level Garage and Pedestrian and Bicycle Lobhy,in any manner they see fit.Further,the City
or Authority shall issue Note C, as defined in this Agreemexit, to Redeveloper in the amount of
$8,000,000. To the extent that any terms of this A�,�reement,as amended,ca�i7ict with these purposes,
the intent as stated in this SecUon 10.12 and the tetms of lhe mediated settlement agreernent shall
govern.
28
t2D44995v11
A-32
��o�sav3 B[:295-315
IN WITNESS WHEI2EOF,the Authority and the City each has caused this Agreement to
be duly executed in its name and behalf and the [.and Owner and the Redeveloper each has caused
this Agreement to be duly executed in its name and behalf on or as of the date first above written.
HUUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE
CITY OF HOPKINS
By: _—.
Jason Gadd
Its: Chair
By:, __—�—_—
Michael Mornson
Its: Executive Director
STATE OF MINNESOTA )
)SS.
COUNTY OF HENNEPIN )
'1'he foregoing instntment was acknowledged before me this _ day of ,
2019,by Jason Gadd and :vlichael Mornson,the Chair and Executive Director of the Housing and
Redevelopment Authority In and For the City of Hopkins, a public body politic and corporate
under the laws of the state of Minnesota.
Notary Public
29
32044995v11
A-3 3
61 U654v3 B f:295-315
CITY OF HOPKINS
By: _ _------ _.___
Jason Gadd
Its: Mayor
�y' --
Michael Mornson
Its: City :vtanager
S"I'A'C�OF MTNNESOTA )
) SS.
COUI�TY OF[iE'�NEY1N )
'1'he foregoing instrument was acknowledged before me this day of ,
2019,by Jason Gadd and Michael Momson,the Mayor a►id City Manager,respectively,ofthe City
of I lopkins,a municipal corporation under the laws of the state�f Minnesota.
Notary Public
DORA:V 810 APARTMENTS,LLC
B}�
-- --- _._
Kelly J. noran
Its: Chief Manager
S'I'A7'E OF A�I:�NESOTA )
)SS.
COUNTY OF HF,NNEPIN )
The foregoing instrumeni was acknowledged before me this_day of , 2019, by
Kelly 1.Doran,the Chief Manager of Doran R 10 Apartmcnts, LLC,a Minnesota limited liability
company.
Notary Public
30
12044995v11
A-34
610654�3 BIi295-315
DORAN 810, LLC
R�' -- -
Kelly J.Doran
Its: Chief Vianager
STATE OF MINNESOTA )
)SS.
COWTY OF HE;�INEPIN )
T'he foregoing instrument was acknowledged before me this _day of ,2019, by
Kelly J.Doran,the Chief Manager of Doran 810, LLC,a Minnesota limited liability company.
'�rotary Public �
31
12044995v11
A-3 5
610654�3BG295-315
SCHEDULE A
Redevci��pmcni �nd Giind O�vncr Prupert�•:
Tract A,Registered Land Survey No. 1856,Hennepin County,Minnesota
Tract B,Registered Land Survey No. 1856,Hennepin County,Minnesota
Ciiv Pruucrt��:
The southerly half of vacated 2nd Street South,dedicated in the plat of"West Minneapolis,"lying
between the southcrly extensions of the east line and of tho west line of Block 13,said plat.
616448v3BB195-313
11044D95�11
A-3 6
610654v3Bi�.295-315
SCHEDULE B
Additional Pcrmitted Encumbrances
(as of date of the Original Agreement)
1. 'I'he lien of real estats taxes and special asscssments,if any,due and payab!c in 2017 and
thereafter.
2. Quii Claim Deed from the Housing and Redevelnpmcnt Authority of Hopkins,to Mibco-
K.F.,Inc.,dated November 13, 1973,recorded January 10, 1974,in the office ofthe Cottnty
Recorder as noc, No. 4062262, and recorded January 15, 1974, in the office of the
Registrar of Titles as Doc.No. 1096735,as annended by the Certificate of Completion and
Release of Forfciture,dated November 6, 1974,recorded 1`'ovember]2, 1974,in the office
of the County Recorder as Doc. No. 4114450, and recorded November 13, 1974,in the
office of the Registrar of Titles as Uoc.No. 1125504.
The following,which appears as a recital on Certificate of Title No. 1399946: Subject to
the covenants contained in section 3 (b) of Deed Doc. No. 109G735; (See Doc. Nos.
1125504 and 5234826).
3. The following,which appears as a memorial on Certificate of Title No.296696:Hennepin
County State Aid Highway No. 3, Plat 16,recorded August 22, 1972, in thc office of the
Registrar of Titles as Doc.No. 1042735.
4. Conditions contained in Ordinance 2015-1099 by the City of Hopkln5, recorded January
21,2016,in the office of the County Recorder as Doe.l�'o. 10279621,and recorded January
21,2016,in the office of khe Registrar of Titles as Doc.No.5321809.
S. Application for Certificate of Yossessory Title,rccorded December 23, 2015,in the office
of the County Recorder as Doc.No, 10270512,
As amended by Amended Application for Certificate of Possessory Title recorded February
17, 2016,in the office of the County Recorder as Document No.A10287061.
6. Declaration dateci January 20, 2016, recorded February 5, 2016 as Document No.
A10284514 and recorded February 23, 2016 as Document No.T05329024 by Doran 810,
LLC, a Minnesota limited liability eompany, as Deelarant, in favor of Nine Mile Creek
Watershed District.
7. Right of reverter as evidcnced in Quit Claim lleed dated February 4, 2016, recorded
February 5, 2016 as Document No. A10284513, by the City of Hopkins as Grantor arid
Doran 810,LLC as Grantee.
G1G446v3ISE29S•3l5
)Zpq4995ri1
A-37
610(54v3BG295-315
$. City of Hopkins Resolution No. 20]5-069 recorded February 2,2016,as Document No.
A10282881 (Abstract)and T5324424(Torrens).
9. City of Hopkins Resolution No.2015-085 recorded February 2,2016,as Document No.
A10282882(Abstract)and T5324425(Torrcns).
10, City of Hopkins Resolution No.2015-086 recorded February 2, 2016,as Docurnent No.
AL02$2883(Abstract)and T5324426(Torrens).
11, City of Hopkir.s Ordinance To.2015-1102 recorded February 2,2016,as Documeni 7�'0.
A10282884(Abstract)and T532442'7(Torrens).
l2. Doran 810 Apartments, LLC: as a tenant under an unrecorded gc�ound lease as evidcnced
by tiie Mcmorandum of Lease with Option to Purchasc dated?vlarch ,2b16,executed
by Doran 810 Partners, LLC, a Minnesota limited liability company and Doran 810
Apartments,LLC,a Minnesota limited liabiliry company.
13, Access Eascment Agreement dated March_,2016,by and between Doran 810,LLC and
the City of Hopkir►s.
14. No Build Easement dated March ,2016,by arid betwcen Doran 810,LLC and the City
of Iiopkins.
G1 Cr348v3BE795-315
12�44995v1i
A-38
610654�-3BE295-315
SCHEDULE G1
Form of Land Owner Note
U�ITED STATES OF A1�IERICA
S'TA7'E OI'MI:VNESOTA
COUNTY OF HENNEPI'.�i
HOUSING AND RED�VELOPI'VIENT IN A'VD FOR
TIIE CITY OF HOPKINS
LIMITED REVENUE 1'AX INCREMEnT NOTE
(DORAN 810 LLC NOTE)
Series 201 A
The Housing and Redevelopment Authority Tn and For the City of Hopkins, Minnesota
(the"Authority"),hereby acknowledges itself to be indebted and, for value receivcd,promises to
pay to the order of Doran 810,LLC,a Miru�esota liinited liability company,or its permitted assigns
(tixe "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the
principal amount of fhis I�Tote, being __ Dollars ($ ) (the
"Principal Amount"), said amount, together with interest as hereinafter described, to be paid,
without demand,commencing on August 1,201_,and continuing on each February 1 and Augus3
], thereafter to and including February 1, 20__ (the "Scheduled Payment nates"). This Note is
the 1�Tote defined in that certain Development Agreement dated as of , 2d16,
between the Authority, the City of Hopkins, Doran 810 Apartments, LLC and the Owner (the
"ContracY'). Interest at the rate of _ _percent�_%)per annum{thc"Rate")
shai] accrue from the date of issuance of this Note and shall be added to the Principal Amount on
each Scheduled Payment Date up to and including._ l,201,, From and after such
date simple non�ompounding interest at the Rate shall accrue with respect t� the Principal
Amounl,as increased pursuant to the previous sentence,until the earlier of the date thai this Note
is paid in full ot terminated or the date of termination ofthe Authority's Tax Inerement Financing
District I�o. 1-5(The Moline)(tt�c"District). Interest shall be computed on the basis of a 360•day
year of twelve(12) 30-day months. The term of this I�ote shall continue until thc entire Principal
Amount of and interest on this?�Tote has been paid,until this Notc is terminated in accordance with
the terms of the Contract,or until February 1,20_,whichevcr is earliest.
Each paymcnt on this Note is payable in any coin or currency of the United Siates of
America wt�ich on thc date of such payment is legal tender for public and private debts and shall
bc made by check or draft made payable to the Owner and rnailed to the Owner at its postal address
within the Uniied States which shall bc designated from time to time by the�wner.
The Note is a special and limited obligation and not a general obligation of the Authority,
which has been issued by the Authority pursuant to and in full conformity with the Constilution
and laws of the State of Minnesota, including M inncsot� ta utcs,Section 469.1?8,subdivision 4,
to aid in financing a"projecY',as therein defined,ofthe Authority consisting generally of defraying
certain public redevelopment costs incurred and to be incurred by the Authority within and for the
bcncfit of its Redevclopment Project No. 1 (the "Project"). Absent issuance of this h'ote, the
Owner would not have undertaken the Project and this Note is necessary to reirnburse ihe Owner
for the Qualified Costs as identified in the Contract. This Note is issued only after and to the exient
US.103746801.19
G:G448v;SA£295•3 f 5
I2044995�11
A-39
��o�sa�-3arzys-3ts
the Authority has received reasonable evidence tliat the applicable Qualified Costs hava been
incurreci by the Owner.
THIS :Y�TE IS A LIMITED OBLIGATION OF THE AUTHOI2.CTY ANll NUT A
DEBT OF THE CITY OF IIUPKINS OR THE STATE OF:ViINNESOTA(THE°°STAT'E"),
A:�ID NEITHER TTIE CITY, THE STATE rOR A1�TY POLITICAL SUBDIVI510N
THEREOF SHALL B� LIABLE ON THE i�OTE, 1�OR SHALL THIS �10TF, BE
PAYABLE OliT OF ANY FI7NJ)S OR PROP�RTIES OTHER THAN THE AVAILABLE
TAX I1CRE'_V[ENT,AS DEFINED BELOW.
1'hc Schcduled Payment of this Vote due on any Scheduled Payment Date is payable solely
from and only to ihe extent of Available"i'1x Incz�ement less amounts of Available Tax Increment
owing with respect to the nutrorlty's Li�r�i�cd Revenue Tax Increment Note (Doran 810
flrartments LLC Note) Series 20:_B as set forth in Section 6.2(b) of the Contraet, Available
Tax lnc:emcnt consists of a portion of the real ��r�perty taxes received as tax increment by the
Authorftv «�ith respect to the Autli�rity's Tax lucrcmcnt Financing District No. 1-5(The Moline).
Available 'I'ax Increment, ��ith respect to eacli Scheduled Paymenl Date, shall have the meaning
given to such term in the Contraet,
'1'his Note is issued in one denomination.
The Authority shall not bc in default under this Notc for failure to make a payment under
this'.�ote and no interest shaii accrue with respect to such payment not made until a date ten(lU)
days�fter the A�rthority receives w�rilten demand for such paymcnt from the Owner;provided,that
the Audu�rity shal l endeavor to m�ke all payments when due or as soon as possible�ftei receipt of'
the Owner's�vritten demand.
The Authority shal]pay on cach Scheduled Payment Date to the Owner the Available Tax
Increment. P�yntent shall be first applicd to accrued interest and then to the Prin�ipal Amount,
'�io interest Sltall accrue with respect to unpaid interest on a ScheduleQ Payrneni Dnie. 11'not
terminated sooner pursuant to tlie terms of this Vote or the Contract, on F'ebruary ], ?0_, thc
Auth�rity's payment obligations undcr this Note shall terminate and this Note shall no longer be
an c>bli�ation of the Authority.
The Authority's obligations herein are suhject to the teims and conditions of the C�ntract.
tiubject to Sectiun 9.2 of thc Contract, thc Authority's paytnent obli�;ations hereunder sh�ill he
suspendt:d and tt�is Nole uiay bc terminnted by the Authority upon the occurrence of an Even� of
Defaul[�s provided in Scctiun 9.1 of thc Contract,which Contract is incor�►orated hereir.and m�de
a p1�rl l�rr�uf by rcfercncc. Upon suel�terinination, the Aidhnrity'S �hligations to make Further
payincnt5 hereunder shnll be �i:scherge.d. Such terminati�n may be accomplist�ed by the
Authu�ity's gi�ing of written notice to the tl�en registered owner of this Note, as shown on the
books of thc Authority.
This'.�Iote shall not be payable from or eonstitute a charge upon any funds of the Authority,
and ihe Anrhnrity shall not be subject to any liability hercon or be deemed to have obli��ted itself
to pay hrrzon from any funds exce.pt the Av�ilable Tax Increment,and then only tc�the exlent and
in the manner herein specified
US.103746801.19
Gl(S448v3BF.295-3!5
12UA4995vi1
A-40
610654v3 BE295-315
The Owner shall never have or be deemed to have the right to compel any exercise of any
taxing power of the Authority or of any other public body, and neithet the Authority nor any
director, commissioi�er, council mernber, board member, oFficer, employee or agent of the ��
Authority, nor any person executing or registering this h'ote shall be liable personally hereon by
reason of the issuance or registration hereof or otherwise.
This Nate shall not be transferable or assignable,in whole or in part,by the Owner without
thc prior written consent of the Authority, which eonsent shall not be unreasonably withheld or
delayed.
'I'his I�ote is issued pursuant to Resolutior,No. of the Authority and is entitled to the
benefits thereof,which resolution is incorporated herein by reference.
IT IS HEREBY CERTIFIED AND RLCITED that all Acts, conditions, and things
required by the Constitution and laws of the State of;��innesota to be done,to have happened,and
to be perfc�rn�ed rrecedent to and in the issuaizce of this Note have been done,have happened, and
liave been k�erfoi�i�ed in regular and duc from, time, and manner as required by law; and that this
Note, tagether�uith all other indehtedness of lhe Authority outstanding on the date hereof and on
the dal� of its aetual issuanr.e anc�cielivery, does not eause the indebtedness of the Authority to
exceecl any consiitutional or statutory limitation thereon,
IN VI'ITl��5S WIIER�OF, the Housing and Redevelopment ,4uthnrity In and For the
------ City of H�pkins, by its Commissioners, has caused tl�is Note to be executed by the mAnuai
szkn�ta,�_�f ihP C'l;au-and the Executive Director of the Author�*�_�~-'_=,Q_;���,,;�.,,.z_��.�Note to be
—---_
dated .�--,-------- ----- - — -
US.103 746801.19
G1CrA46v3AE295•315
12044995vll
�i o�sa�-3ge-,zys-3�s A-41
/
I`
� ��
SCHEUULE C-2
Form of Rec�eveloper Note
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COU\TY OF HENNFPIN
HOUSING AND REDEVELOPMENT TN AND FOR
THE CITY OF BOPKINS
LI;VIITED REVENUE TAX INCREMEYT NOTE
(DORAN S10 APARTMENTS LLC NOTEj
Series 201 B
The Housing and Redevelopment Authority In and For the City of Hopkins, Minnesota
(ihe"Authoiity"),hcrcby acknowledges itself to be indebted and, for value received,promises to
pay to the order of Doran 810 Apartments, I.LC, a Miruiesota limited liability cornpany, or �ts
permitted assigns{the"O�vner"),solely from the source,to the extent and in the manner hereinafter
prov�ded,the principal amount of this Note,being_ _._ __ . Dollars($ ___ _ ._}
(thc"Principal Amount"),said amount,together with interest as hereinafter described,to be paid,
without demand,commencing on August 1,201_,and continuing on each February l and August
1, thezeafter to and including February 1, 20_ (the "Scheduled Payment Dates"). This Note is
the Note defined in that certain Development Agreement dated as of _, 2016,
between the Authority, the City of Hopkins, Doran 810, LLC and the Owner (the "Contract").
Interest at the rate of percent(___ . _%)per annum(the"Rate")shall accrue
from the date of issuance of this Note and shall be added to the Principal Amount on each
Scheduled Payment Date up to and including __ 1, 201^, Prom and after such datc
simple non-compounding interest at the Rate shall accrue with respect to the Principal Amount,as
inereased pursuant to the previous sentecice, until thc earlier of the date thnt this Note is paid in
full or terminated or the date of termination of thc Auth�rity's Tax Increment Financing District
No. I-5(The:Vloline) (thc"District). Interest shall be computed on the basis of a 360-day year of
tweh-e(12)30-dav months. The term of this Note shall continue until the entire Principal Amount
of and interest on this Notc has been paid, until this Note is terminated i�i accordance with the
terms of the Contract,or until February 1,20_,��hichever is earliest.
Each payment on this Note is payaUle in any coin or currency of tli� Un��ed States of
America which on the date of s�ich payiiieni is legal tendcr for public and priv�te debts and shali
be made by check or draft made payable to the Owner and mailed to thc Owncr at its postal address
withrn the United States which shall be designated from timc to timc by the OHmer.
The Note is a special and limited obligation and not a generai obligation of the Authority,
which has been issued by the Authority pursuant to and in full conformity.��ich the Constitution
and lav�s of the State of Minnesc>ta,inclucling lvlinnesota St��tutcs,Section 469.178, subdir�ision 4,
to aid in financing a"project",as t7erein defined,ofthe Authority consisting generally ofdefi�aying
ceriain public redcvelopment costs ineurred and to be incurred by the Authority within and for the
benefit of its Redevclopmcnt Project No. 1 (the "Project"). Absent issuance of this Note, tl�e
Owner would not have undertaken the Project and this Notc is r.ecessary to reimburse the Owner
for the Qualified Costs as identificd in thc Contract. This Note is issued only after and to the extent
US.10374bA01.19
G I 6448v38E2�5-31 S
1"L044945v11
A-42
610654�3 B E:295-315
the Authority has reccived reasonable evidence that the applicable Quaiified Costs have been
incurred by the Owner.
I'HIS NaTE IS A LIMITED ORI.IGATIO'_V Ob' THE Ai1THOItI7'Y A1�iD nOT A
DEBT OF THE CITY OF HaPK[NS OR THE STATE OF:VIINhESOTA(THF."STATE"),
A:Vll nEITHER THE CITY, THE STATE NOR ArY POLITICAL �[:BDIVISIO:V
THER�OF SHALL BE LIABLE O�1 THE NOTE, rOR SHALL 'fH1S NOTE BE
PAYABL� OiJT OF AI�Y FUNDS OR PROPERTIES OTHER THAV THE AVAILABLF
TAX lNCRFt14�NT,AS DEFINED BELOW.
The Schedulcd Payment of this Note due on any Scheduled Payment Date is payable solely
from and only to tt�e extent of Available Tax Increment less amounts of Available Tax Increment
owing with respect to the Authority's Limited Revenue Tax Increment Note (Dorxn 81U LLC
N�te) Series 201 A as set forth in Section 6.2(b) af the Contract. Available Tax Incrcment
consists of a portion of the real property taxes received as tax inerement by the Authority with
respect to the Authority's Tax Increment Financing Distriet No. 1-S(The Moline). Available Tax
Increment;with respect to each Scheduled Payment Date, shall have the meaning given to such
term in the Contract.
This Note is issued in one denomination.
The Authority shall not be in dcfault under this Note for failure to make a paymcnt under
this ItiTote and no interest shall accrue with respect to such p�yment not made until a date ten(10)
days after the Authority receives writtcn demand for such paymcnt from the Owner;pro�ided,that
the Authority sha,l endeavor to make all payments��her.due or as soon as possibie after receipt of
the Clwner's written demand.
The Authority shall pay on cach Scheduled Payment Date to the Owner the Available Tax
Inerement. Payment shall be first applied to accrued interest and then to the Principal Amount.
l�o interest shall accrue with respect to unpaid interest on a Scheduled Payment Date. If not
terminatcd sooner pursuant to the tcrms of this Note or thc Contract, on February 1, 20_, the
Auihority's payment obligations under this'.�1ote shall terminate and this Note shall no longer be
an obligation of the Authority.
The Authurity's obligatior�s hcrc in�re subject to the terms and conditions of the Coiitract,
Subject to Section 9.2 of thc Contract, the Authi�rity's payment obligations hereunder shall be
suspended and this Vote may be terminated by the Authority upon the occurrence o!'an Evcnt of
Default as provided in Section 9.1 of the Contract,whicli Contract is incorporated herein and made
a part hcrcof Uy reference. Upon such termuiatirni, ihe �nth�rity's obligations to make ['urther
payments hereunder shall be dischar5ed. Such tetn�in�tirn� may be accomplished by the
Autliority's giviu�of wriiten notice to thc then rc�iatere�l owner of this Note, as shown on the
books of the Authority.
'1 his Note shall not be pay�ble from or constitutc a charge upon any funds oCthe Authority,
and the Authority shall not be subject to any liability hercon or be deemed to have obligated itself
to pay hereon from any fiinds except the Available Tax ti�crement,and then only to the extent and
in the manner herein specified.
US.1 D3746801.]9
G16448v3➢L295-315
12044945v1)
A-43
610654��3BF295-315
The Oa�ner shall never have or bc deemed to have the right to compel any exercise of any
taxing powez of the Authority or of any other public body, and neither the Authority nor any
director, eommissioner, council member, boazd member, officer, employee or agent of the
Authority,nor any person cxecuting or registering this�1ote shall be liable personally hereon by
rcason of the issuance or registration hereof or otherwise.
This Itiote shall not be transferable or assignable,in whole or in part,by the Owncr without
the prior written consent of the Authority, �a�hich consent shall not be unreasonably withheld or
delayed,
This Note is issued pursuant to Resolution No. of the Authority and is entitled to thc
benefits thereof,which resolution is incorporateci herein by reference.
1T IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the Statc of Minnesota to be done,to havc happened,and
to be perforrned Precedent to and in tt�e issuancc of this Note have been donc,havc happencd,and
have been performed in regular and due from,time,and manner as required Uy law;and that this
'�ote,together with all other indebtedness of the Authority outstanding on the date hereof and on
the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to
exceed any constitutional or statutory lirnitation thereon.
1N WITNESS WHEREOF, the Housing and Redevel�pment Authority In and For the
City of Hopkins, by its Commissioners, has caused this Note �o be exccuted by the manual
siguatures of ihe Chair and the Executive Director of the Authority and has caused this IvTote to be
dated_ _----+201 —'
US.10374fi801.19
G16448v3BF295-315
11044995v1i
A-44
610654��3BG295-315
SCHEDULE b
Access Easement Agreement
US.I 03746801.19
G1G44Kv31i�295-315
l2044995v11
A-45
610654��36E295-315
SCHEDtiLE E
(lntentionally Omitted)
L'S.I 0374G802.19
G16448v3Br295�3I5
12q44995v11
A-46
61U654�3 B G295-315
SCHEDULE F
Site Plan
i , . _. ,. _, •� � -_-__ -.- _ r S7R�r aoun�
w �� i � ! I
;i ''�; � '�1F�I 1 d ij . . i t �
_,. { `1I I � � fi;� '`-� �c�,� �• --- " � L.�: __'' - o- � ��� .
I� ' ' � � - ' - � j ' .� � '�� V— � II I �
, �
' i � � I ��. �� ' � _. � (. , •��"�.�,._ l"_ � � '`i��___. �I �
, I , � ' i ,- . _—_ I � ��,;
' .,i � i� �� ' -�� I � � ; __ � � •j � � '� � '
, '�� I i � �_����� , � -._... . � � , � � � i
� � . �'' � � ,.�� �� '�.� ' I " � ii �
; � � ;�.; ,, �.i. __; ;= ; -�_ ��,_ � . � �.� � �� � ����;�
, I � ►,� � ��r , - — , .. � ' � � C +� �
I( I +I,i �li-j - . , ; ,:.�. i i � ,
� � �;;; (� + � Y ` ►RODOSEDAPA-RTMfNfBUILDIN@- � n- �.;'' � �� �� �
� I ' . . � • �
i . r . . !•vnar.i.utc�ps' i,�un.u� e �!��j�..+ � I �'�
� � I ( �(.� _ , I wwenuy�u_ � I I•anlVe f s y� �
I ��1 . �'( I � ' _ ry � UMC�hii75ES�Mu .a , U�.yr�a� �a.r I I I '� (
,1 ! i � v u�•ylaku � I
� I I � ` �:.��, i'. � - �- +s 6RUUAbUVlt I : n" ��( � '1 ' I
1 ►� �I�qLL n11.190 STN u ' I ��I I �
��,I �. f ' • „ _ - 1-
r— rse.nrnn
I I / I 1 �'' � � "-1 '_ i .. ���.^'- '' � � '��i � �;�' i I
� � i' i
i �� � I� �' i ��:' i _ __I� � (�i `
�. � I ' ' � '� i
' i i I I i y ~ ( y I �� _W. i.. �` , i � I � �'i i
{ I� � f' � -- I " „ ► �� I �
j ' ' -� - " '��... i � � �
� I � ,+�^� . ' — —` I "— -_„ _ �— �,:. ; � � ' ,
! F'�'�. .V �� I. �
�' i•� , � . ". _ � . , wn,�wcKi =� ,� ,, , - �'� 1 I i
.. ? r� I� I� �.� � '- ' I u � ! 'nr' ,� 1,, I �
�� � ,.r �,._f � - � . N ��' i 'i � I
, r ,` ; . » . = � _ .� � � � �
� ;� '� � I �s. '- i _' --� .� . ;,._ ; , �
�,�_ � _ ,. .
, , + y
'i � �. � I �. ; . �•T� i .- I �'� —
�� , I I� �,�� +_ �� "'— � �}�— I _ (`-,� �uNouu�� • ,� � \`
� r � i " , �-_! _ A• �un�iric— � I , I
� � �I ��: _ s . I �r.entu � d ! �� � r,
� �� I�i ' �� j �,-- ��� '�-'. _ � _
� i �� '�'�' - - - ��-w � '`�n . �J' (.
� � � I � '� _ � . ,. -- ( �.
I y ` �_
i � ' ,� ` i- "• — � � �l ( _
N M ,� �� ��-1.���� w
I, � �� �- - � . ,\.. � ,� .
� •.li rI� " i '�„' I .ti • t I�.��'' � I �,�. ���
; �i � �. 1 ; ;, ,�, j , ,`�., �_ _ , . ,,, .
� � I �� ' I'-' �'=i �,' � .�` 1�1- ' . '�
i � `�c, ' � - .? `� _� ,-\ ' -� ♦3} ,�.'.
I �, .�.1.' ►�°' .�
r l'I ,_ L t�f_ "�A�to'' _ '�N�9hH � ;.i
r.}.., . � ;', . . r• . " f�K ' ' '
I,a';' � �l�. -�-�•f . - �, ; �;;• '
' � � �i�.
_ .•i�. !X __. . _ r7... � ��A I �f - . .,t � y V ,:, 1 .
. �. . i' ��•�1 � .1 /- _
c�-' �'i _ � ��FX�_ • �.1 � _ _ . ,
US.10374680].14
616448v3BE295-315
12044995v11
A-47
610654��3BG295-315
SCHEDLZE G
(Intentlonally Omitted)
US.103746%01.19
61G448v3BE295-315
1204499Sv11
A-48
��oc,sa.-3B[:295-315
SCHEDULE H
(Intentionally Omitted)
US.10374G801 19
GiG448v3BE295-315
121N14995v 11
A-49
610654��36G295-315
SCHEDiiLE I
(Intentionally Umitted)
US.1037d6801,19
G1G448v3BE295-315
12044995v11
A-50
610654v3B[:295-315
SCHEDULEJ
Development Pro Forma
EHLERS
..l+ .1/.:1��� ,ti I•lil'11. II1��!.11
City of Hopkins
The Moline
239 Apartment Units
sauac�s - �
__�.___ __ _ - -- ------- __�___ L.:�.�i�- . .�:-�
"._.... .__ i.K .
Developer Financing-Series A 37,451,500 63.fitl90
Dcveloper Financing-Series 8-71F Nole 5,000,000 8.49%
Qeveloper Equity 5,830,000 __ tU-OD'fi
Subtolal 48,347,600 A?U79'o
CMqfl 6,UW,000 10.19%
Metro Transit 3,05B,500 5-1996
City Match 1,500,000 2.5596
Su6tota! 10.JJII,500 17.9396
TOTAL SOURCES _ 68,800.OD0 _100.00%.
USES — _ _ — —
--_—__.- -- --__ —— —_-- __ __
.�
Acq�isition 3�61,0'JO G 5495 16,113
Consiruction 48,040,575 81.5816 2D1,007
Pmfessional Services 3,B18,b00 6.48% 15,977
FinancingCOsts 9,722,226 2.82% 7,206
Re;�l Estalc Taxes 181,T00 0.27% 877
Dr.vi•ltipa�Fee 1,1D0,000 1.87% �,6D3
Misccllaneous 2D5,999 0.3596 862
TDTAL USES 68.900,000 24B,444
Note: Thls L5 a summ�ry ol the devslopment prnforrrra anC fhs detalfed ono!s IRR Analyals 2-Z3-16-ifNAL FOR DEVELOPMENT
AGREEMENT ON File at Ehbrs
US.103746801.19
G16448v3BE295-315
12U�4995v11
A-51
610654v3BF.295-315
��r���� ' EHLERS
�
If�JIR."•1111'1����f 11'IAI!^.I
Gfty of Hopkins
The Mollne
239 Apartment Units
--- ------ ----
Income
� T . �� i
� ��. ; �.U,. ,, `;�.:
Rent 399 090 239 E4,79i,<8� 237,ZC�1 � S1.6D
Other Income 5180,30�
f3ross Rwenut ��1,�80
Vepncy Lass-Units 595 ($239,5T4)
VaC�ncy�-OOier 5% (SJ S IS
r•;;'��� .�� ';�=�t•"ri`-`r�
_.._. -- — - ____ _. _ . .
Expcn�e
� � Ix;L ;i
?hi1+ :
Operati ng Costs 3 H'ti,fi�JO ��,1 i y�
Managementand Other Costs S<i53,g17 S:i f�:+l�
TotalExpenses �1, !�,b� 57.dS0�
.. {�i. •i
NOM: Thlc is a stxn111sry of tNe WwlopmeM prolom�a and the deWRf�d one Is!RR Ana►ysfs 1�21-l6-19NAL fOR
bE1/ELOPMEH7 AGREEMENT ON Frts af EnJus
US.103746801.19
616446v3A F295-3 I S
I2044995v11
A-52
610654�•3 B[i295-315
�:' �`� �� �- s��R��=�; ��'
aF �c � � � �I �i�� Y::�7�~ _�F .
= I ry P{
o. . ,f ,.o..
�-"° R�; � ��� b���!'l:��{. _,�,��
.
�� Sc� � �Q %�, 's:��.�.�l;l�� ?,�
r
;�j{ g� �'-� � . 9 , �:=i3 ��,�:;'� '�,
1� �? Ol�� Y � •.�.'����1 V i'��• Y�
h�� i
�' �• •1 �F11 �'y�� 11 POM�^��i .��
r� i�, �p � ,Y� •�: ; 3:t�y^
r. -
:,
Ri p �. x �i� i t':�"I=
rn
R�, ��R F: � . �' >� FtS`y;i�a
'n c, - .: .: ..I I., .� I ..i �
It: ,y � r�. `fyf�t>r��'�'�. ,'l
0 4 �`q � �? �i, �,�:►, n r^��
N �j � I I
1
� 8f�� $�1� � l� '���y.}Jg�'�Y�'�
n'• �n rt' d
�� 8" : 'Q�a b�� ��a�
� y{�. �C� � '4• :�V�YM�b_
�
. s� 8�a f 's b��������tl=
� �� s,.a �:. �::; rx;���,�•
p . � . � ,. �
„ •.� . : "3 :6��a�za�
� �Q I` w - ..o C..,, ��:
Q Y '��' x• 7 I
ri�! � .ir . � - �
�� ��'�a � �' �;i����;+£ `.~ �
d u �o...:.J•�•. . �
�+�r ¢£� � �, ���� , �
r
�= Rv' " `' ^��`� �
= ;,, ;� �
- �q ��� � � ..F.�. .�.
,� ; �- "�'��
� ��:.� � .. , :����� {.ii... �
z, � � : 'r;i��u� -�., _�
��: �'t}� �tr� '` �� � '�r,�3`�'" Y �
�,;� •y � ti p�i_6 2 �
� i �
- A $ q J ��,.� ::g��-' " g
= e �� � �� =? - :::i� xr,:'� �
. � � � ti'.:� ;
8R8�'� 4 m� ■ � � ; cl;,� �,�q u.^oi �
T
rl N rl� N � N � a "k i
{
i
�� i
�j�
n ����.d��' �
. F -.<r ' ;
;; � ':i i��d F''t l i} �
we��; E � � �v,� � . c
t� g � '�'vl A •�`I ■
�t �� ��i �ja� ., r�; ,;i�Z �
i.���a �8�� �8�� � R 1�:1;8Z���'��i ;� i
. � �
����a� ���� ���s � s: i���;�{���:'� '� �
a ,u :I
L'5.103746801.19
6i644Rv3HE295-315
12044995v11
A-53
b 10654�•3BF.295-315