2019-098 Approving the Amended and Restated 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 CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION 2019-098
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 far 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
incorparated herein to this Resolution.
1
610761 v2BE295-315
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the City Council hereby
approves the Amended and 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 City Manager and
the City 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 City Council as provided herein in order to accomplish the intent of this
Resolution.
���
The above resolution was approved/denied by a vote of 1� to �
Adopted by the City Council of the City of Hopkins this 17th day of December, 2019.
ATTEST:
3'�
r ��
��;iD��.�°��� �
Amy Domeier, City Clerk ;��`f'J son Gadd, Mayor
2
610761 v2BE295-315
EXHIBIT A
FORM OF AMENDED AND RESTATED DEVELOPMENT AGREEMENT
AME�`DED AND RESTATED
DEVELOPMENT AGREEMENT
By and Between
CITY OF HOPKINS
AND
HOUSING ANll REDEVELOPMENT AUTHORITY IN ArD FOR THE
CITY OF HOPKINS
An�
DOR.AN 810 APARTMENTS,LLC
AND
DORAN 810, LLC
Dated: ,2019
This document was drafted by:
Briggs and Morgan, P.A.
2200 IDS Center
80 South 8th Street
Minncapolis,MN 55402
Telephone: (612)977-8780
616448v�HE295-315
12044995v11
f�-1
610761v2BE295-315
'rAl;l.t?nF('c?:V'I't;N'1'�
1'a�e
PREAM�3LE 1
AR'I'ICLE I
Deflnitfv�is
Section 1.1. Definitions 3
ARTICLE II
Represcniations
Section 2.1. Representations by the Authority �
Section 2.2. Representations by the City g
Section 2.3. Representations by the Redeveloper 8
Section 2.4. Representations by the Land Owner 9
ARTICLE III
Cunvr�•ancc uf Citv Prourri��
Section 3.1. Status of Redevelopment Property 11
Section 3.2, Copics of reports 11
Section 3.2 Authority and City Costs 11
Section 3.3. Re-conveyance of City Property 12
ARTICLE IV
Construction o1'Impt•ovemcnts
Section 4.I. Construction of Minimum Improvements 13
Section 4.2. Development Plans �3
Section 4.3. Commencement and Completion of Construction 14
��)
G 1 C,44Rv38E•295-315
l2044995�11
f�-2
610761 v2BE295-315
AR•rrct.E v
[nsurance
Section 5.1. Insurance 15
ARTICLE VI
'1':�� Increment• Rcimburscmcnt of Uu.dilicd Cost�
Section 6.1. Creation of'I'ax Increment District 17
Section 6.2. Reimbursement of Qualified Costs ��
Section 6,3. Intentionally Deleted �g
Section 6.4. Conditions Precedent to Issuance of Note or Notes 1 g
Section 6.5. Potential Reduction of Assistance 1$
Section 6.6. Redeveloper's and Land Owner's Represcntations as to Note or Notes 19
Section 6.7. Real Property Taxes 20
ARTTCLE VII
T'i�iancine
Section 7.1. Financing 22
Section 7.2. Limitation LJpon Encumbrance of Property 22
Section 7.3, Copy of Notice of Default to Morigagee 22
Section 7.4. Mortgagee's Option to Cure Default 22
ARTICLE VIII
1'rnl�ihition�A�;ainsl Atitiit�ninent ancl7Yanslcr: Indcmnilicalian
Seetion 8.1. Prohibition Against Transfer of Property and
Assignment of Agreement 23
Section 8.2. Release and Indemnification Covenants 2�
Section 8.3. Transfers After Completion of Minimum Irnprovements 2�
�>i)
G16448v3F3E295-315
12044995v11
A-3
610761v2BE295-315
ARTICLE IX
I?��cnfs oi'llrfuult
Section 9.1. E'��ents of Default Defined 25
Section 9.2. Remeciies on Default 25
Section 9.3. No Remedy Exclusive 25
Section 9.4. No Additional Waiver Implied by One Waiver 25
Section 9.5. Ei'fect of Termination of Agreement 25
Section 9.b. Costs of Enforcement 25
ARTICLE X
Additi�mal !'rovisions
Section 10.1.Representatives Tot individually Liable 27
Section 10.2.Restrictions on Use 27
Section 10.3,Provisions Not Merged With Deed 27
Section 10.4.Titles of Articles and Sections 27
Seciion 10.5.Notices and Demands 27
Section 10.6.Disclaimer of Relationships 28
Section 10.7.:vtodifications 28
Section 10.8.Counterparts 2g
Section 10.9. Judicial Interpretation 28
Section 10.10.No Business Subsidy 28
Section 10.11.Term of Agreement 28
Sectian 10.12. Inicnt Z�
SCHEllULE A Description of Redevelopment Property and Acquisition Property
SCHEDULE B Additional Permitted Encumbrances(as of date of the Original Agreement)
SCFiEDtiLE G1 Form of Land Owner Note
SCHEDULE C-2 Form of Redeveloper Note
SCHEDULE D Access Easement Agreement
SCHEDULE E Intentionally Omitted
SCHEDULE F Site Plan
SCHEllULE G Intentionally Omitted
SCHEDULE H ]ntentionally Omitted
SCHEDULE I Intentionally Omitted
SCHEDULE 7 Development Pro Forma
(iii)
G16448v7SE•295-315
12044995v11
A-4
610761 v2BE295-3 I 5
A'VIENDED AND RESTATED DEVELOPMENT AGREEMENT
THIS AMENDED A'.vD RESTATED DEVELOPMENT AGREEViENT (this
"Agreement" or this "Amended and Restated Agreement"), made on or as of the day of
December, �019, by and between the Housing and Redevelopment Authority in and for the City
of Hopkins, a public body corporate and politic (hereinaftez refcrred to as the "Authority"),
establishedpursuant to Minnesota St�itutrs.469.001-469.047(hercinafter referred to as the"Act"),
the City of Hopkins, a Minnesota municipal corporation (hereinafter referred to as the "City"),
each having its principal office at 101 U First Street South,Hopkins,Vlinnesota 55343,Doran 810,
t,I.C, a Minnesota limited liability company (hereinafter referred to as the "Land Owner"), and
Doran 810 Apartments LLC, a Minnesota limited liability company(hereinafter referred to as the
"Redeveloper"), each having its principal office at 7803 Glenroy Road, Suite 200, Bloomington,
Minnesota 55439.
WIT�IESSETH:
WHEREAS, the Authority was crcated pursuant to Minnesota Statutes, sections 469.001-
469.047(the"AcC')and was authorized to transact business and exercise its powers by a resolution
of the City Council of the City pursuant to the Act;
'1�'HEREAS, the Authority has established within the City its Redevelopment Project No.
1, a "redeveiopment projecY' as defined in the Act, providing for the develo��ment and
redereloprnent of certain areas located w•ithi�i ihe Ciiy(which redevelopment project is hereinaftcr
referred to as the"Project");
WI�EREAS,as of thc datc of tlie Onginal Agreement(defined below),the i,and nu�ner has
acyuircd certain real property witain the Project (ti�hich real property is referred to herein as the
"Lanc� Owncr Propertp"),which, c:long with the City Property(1s defined helow), it has leased to
the Redeveloper pursuant to that certain Ground I�ease dated on or about the date of the Original
Agreement, a copy of which has been provided to the Authority;
WHEREA5, the City has previously convcyed to Land Owncr certain parcels of real
prnperty 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 the City Property and has combined or will combine the City Property
with the t.�nd nw•ner Property (which combined City Propeity and t.and Owner Properly is
��eferred to herein as thc "Red�vclopment Yroperty"), and Redeveloper will redevelop the
R.eclevrlr�pinent Property through [he construction of a reside�itial rentaf development on the
Redevelopment Property;
WHEREAS,as part of its proposal the Redeveloper has requested that tlie Authority create
a tax inerement financing district encampassing the Redeveloprt�ent Property and usc a portion of
the tax incremcnt generated from the redeveloped Redevelopment Property to reimbursc the
G l W48v3BE295-315
12044995v11
A-5
610761 v2BE295-315
Redeveloper and Land Owner for a portion of the Redeveloper's and Land Owner's redevelopment
costs;
WHE1t.�:AS,the Redeveloper would not undertake the redevelopment of the Project without
the tax inerement 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 fulfillment generally of this Agreement, are in the vital and best
interests of the City and the heafth,safety,morals,and welfare of its residents,and in accord with
the public pun�oses and pro��isions of ihe applicable State and local laws and requiremcnts under
which the Project has been undeitalcen and is being assisted;
WHEREA5, the Authority, City and Redeveloper are pariies tv that certain Developmcnt
Agreement dated March 4, 2016,which was filed with the Hen�iepin County Recorder on March
10, 2016,as Doeument No.A102937.14, and filed with the Hennepin County Registrar of T'itles
on March 10, 2016, as Document No. T05332355, as amended by that certain First Amendment
to Dcvelopment Agreement dated February 2, 2017, which was �led with the Heru�epin County
Recorder on . 2017, as Document No. _ , and filed with the Hennepin
County Registrar of Titles on___ �, 2017,as Document No. _ _ _ (collcctively,
the"Original Agreement");
WHEREAS, subsequent to the execution of the Original Agreement, the City, the Land
Owner and Redeveloper have been engaged in the Litigation (defined belaw) related to the
Reimbursement and Purchase Option Agreement and the Grade-Level Garage(as defined in the
Original Agreement};
WHEREAS,the City,the I.and Owner and Redeveloper have resolved the Litigation;
WHEREAS, the resolution of the Litigation requires thc City,Audiority,the Land Ow�ner
�nd Redeveloper to amend the Original Agreement;
WHEREAS,the Authority,City,Land Owner and Redeveloper amend,restate and replace,
in its entirety,the Original Agreement with this Agreement;
WIIGRI:AS,all obligations and actions required to have heen c�mpleted by dle Attthority,
City, La�id O�vner and Redeveloper prior to the cnmpletion of the Minimum Improvements have
been satisfied;and
WHEREAS, the Redeveloper and Land Owner have completed the Minimum
Improvements and a permanent certificate of occupancy has been issucd.
NOW, THEREFORE, in consideration of the mutual covenants and obligations of the
parties hereto,each of them does hereby covenant and agrec with the other as follows:
2
t2oaa��sY:�
A-6
610761 v2BE295-315
ARTICLE I
Definitions
Secti�n 1.1. n�I iiZitic»_�,. In this Agrecment,unless a different meaning clearly appears from
the context:
"Act" means Minncsota Slfltutcs, Sections 4fi9.001-469.047,as amended.
"Agreement" means this Agreement, as the samc may bc from time to time modified,
amended,or supplemented.
"Artery" means the reconstructed improvements o1 �th Avenue between Excelsior
Boulevard to Mainstreet that will include widened sidewalks, artistic infrastructare elemenls, a
two-�va��protected bikeway, reduced on-street parkin�, and a reduction of the lanes to a one-way
noithbo�nd north of First Strcet South.
"Access Easement Agreement" means a permanenc pedestriaci walkway eascment to bc
�•anted by the Redeveloper to the City for the purposes of che construction, mair.tcnance and use
of infrastructure associated �vith the Artery, the farm c�i��vl�ich Access Easement A��reement is set
forth on Schedule U to this Agreement,
"Authority" means the Housing and Redevelopment Authority In and For the City of
Hopkins,or any successor or assign.
"Available Tax Increment" means (a) until such time as Note A and Note B (as defined
herein)are paid in full,uinety percent(90%)of the Tax Increment diat is received by the Autharity
in the six(6)montll period immcCiately preccding a Scheduled Payment Date; and thereafter, (b)
until such tirne as Noic C (as dcfi7ed herein)is paid in full, ninet��-five percent (95°10)of the Tax
Tncrement that is received by the Authority in the six(6)month period immediately preceding a
Scheduled Payment T)ate.
"City"means the City of Iiopkins.
"City Property" means the real property legally described as such on the attached
Schedule A.
"Complete" or "C�mpletion" means, with respect to tlie construction of ihe Minimum
Improvements, the issuance of �. permanent r,ertificate of occupancy for the entire Minimuzn
Improvements, or with re�pect to a portion of thc Niinimum Irnprovernents, the issuance of a
pe�mar.ent certificate ot'occupancy for that portion of the Minimum lmprovements.
"County"means Hennepin County,'_vlinnesota,
"DeveloUment Plans"means tl�ose plans including site, grading, stonn water management,
utility, landscape, building floor plan and building exterior elevations for the Miniuium
3
)2044995v11
f�-7
610761 v2BE295-315
Imi�rnvc�nents that are required for municipal lanil use xryd ��atershed district approvals that may
include c�nclitinna) use permits,rezonin�, plattinK, and vlriances, a.s amei�ded from tirne to time.
"Event of Default" means an action listed in Section 9.1 of this Agrecment.
"Crade Level Garage"rneans the approximately 189 stalls of automobile parking constructed
as part of the Minimum Improvements.
"Holder"means the owner of a Mortgage.
"I,and Owner" means Doran 810, LLC, a Minnesota limited liability company, and its
successors and assigns.
"Land Owner Propert��" means the real property described as such on Schedule A uf this
Agreement, which consists of the property on which is located tlie building commwily knowu as the
"Johnson Building".
"Litigation"means the lawsuit filed in Hennepin County llistriet Court, State of Minncsota,
captioned Doran 810, LLC and Doran 810 Apar►ments, LLC vs. City vJllopkins, Court File No.
27-CV-18-15041.
"Minimum Improvements means the Multifamily Facility, the Pedestrian and Bicycle
L.obby, and the Grade Level Gara6e, all consistent with thc Site Plan and the Development Plans,
except as stated ]terein and excludii�g all improvcmcnts constructed or installed by the City or the
Authority.
"Murlga};r." iueans any mortgugc made by the Redeveloper which is secured, in whole or in
part, by the Rcdevelopmcnt Property nnd which is a permit�ed enci�mhrance pursuant to the
provisiuiis ofArticic VIII of ihis Agreenaent.
"Multifamily Facility"means a building with approximately 241 market rate rental housing
units and the below-grade parking garage,all consistent v��ith the Development Plans.
"Note" or"Notes"means the Authority's limited revenue tax incremeni note or notes to be
issued by the Authority to ihe Receveloper pursuant to Article VI of this Agreement to reimburse
the Redeveloper for its paymeni of the Qualifted Costs.
"Pedestrian and Bicycle Lobby" means the pedestrian and bicycle lobby with 30 bicycle
parking spaces.
"Permitted Encumbrartces"means reservations of minerals or mineral rights to the State of
Minnesota; public utility, roadway and other easements which will not adversely affect the
development and use �f'the Recle�elopmeni Prnperty pursuant to the Redeveloper's vevclopment
Plans; 1�plicable building lau�s, regulatio►� and ordinances; real estate taxes that Redeveloper
a�rees to pay or assume pursuant to this AKreement; restrictions, covenants and easements of
record il�at do not adversely affeci tlte develupment and use of the Minimum Tmprovements;
4
12044995v11
A-8
610761 v2BE295-315
encroachments of any buildings or improvemez�ts located on the Redevelopment Property that are
to be demolished in order to construct the Minimum Improvements; exceptions to title to the
Redevelopment Property which are not found objectionable by Land Owner upon examination of
the abstract of title or the title insurance commitment delivered to the Land Owner pursuant to
senar•ate purchase agreemcnt for the City Pro}�erty; the re-conveyance obligations described in
Section 3.3 of this Agreement; the use restrictions contained in Section 10.2 of this Agreement;
the terms and pro��isions of this Agreement; and the encumbrances,which were as of datc of the
Original Agreement listed on Scl�eclulc E3.
"Project" means the Authority's Redevelopmcnt Projcct No. 1,
"Project Area" means the real properiy located within the boundaries of the Project.
"Qualified Costs" means th� Land Owner's and Itedeveloper's costs of redeveloping the
Minimum lmprovemei�ts to be reimbursed by the Authority as described in A��icle VI of this
Agreement.
"Redeveloper" means Doran 810 Apartments LLC, a Minnesota limited liability company,
its successors and assigns.
"Redevelopment Property" means, collectivcly the City Property and the Land Owner
Property.
"Scheduled Payment"means a Scheduled Payment as defined in a I`Tote.
"Scheduled Payment Date"means a Scheduled Payment Date as defined in a Note.
"Site Plan" means the prelirninary Site Plan which has been provided to the City and
Authority, wliich shaws the proposed uature and location of thc Vlinirnum Improvements,a eopy
of whic:S� is attachcd to this Agrccment as Schedule F.
"State" means the State of Minnesota.
Tax Increment means that portion of the real property taxes paid with respect to the
,� ��
Rcdc��clopment Property and Minim�►m Improvements which is remitted to the Authority as tax
increment pi�rsuani to the Tax increment Act.
"Tax Increment Act"means Minnesota Sta.tutcs,Section 469.174-469.1794,as the same may
be amended from time to time.
"Tax increment District" means Tax Increment Financing District 1-5 (The Moline)created
on February 2,2016 by the City and the Authority as described in Section 6.1 of this Agreement.
"Tertnination Date"means the earliest of: the date that the Note or Notes have been paid in
tiill; the date that the I`ote or Notes have been terminated in accordance with their terms; or the
date that this Agreement is terminated in accordance with the ternis hercof.
5
12044995v11
A-9
610761 v2BE295-315
"Unavoidable Delays"means delays due to unforeseeable causes beyond the control of the
party claiming the Unavoidable Uelay (or an affiliate), including but not limited to acts of God,
acts of terrorism,unforeseen adverse weather conditions,strikes,other labor troubles,fire or other
casualty to the Minimum Impro��ements or Arten', ePidecnics, quarantines, una���il�bility of
power, i�navailability of mAterials,"econornic recession"defined as two consecutive quarters in
which there is � droP in the GDP, discovery of hazardous materiats or other concealed site
conditions or delays of eontractors due to such discovery, litigation commenced by ihird parties
which, by injunction or other similar judicial action, direcily results in dclays, or acts of any
federal,state or local govenunental unit(otl�er than the Authoriiy in enforcing its rights undcr this
Agreement)which directly result in delays.
6
12pqa995v11
f�l-1�
610761 v2BE295-3 l5
ARTICI�E Il
Itenresctttulic►ns
Section 2.1. )tenresc��tntions bv thc Autl�ority, The Authority makes the 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 redevefopment authority organiaed and
existing under the Act. Under the laws of the State,the Authority has the powcr to cnter into this
Agreement and to perform its obligations hereunder, and has duly authori�.ed the execution,
delivery and performance of this Agreement by action of its Board of Commissioners.
(b) There is not pending,nor to the best of the Authority's knowledge is there tlueatened,
any suit, action or proceeding against the Authority before any court, arbitrator, administrative
agency or other governmental autY.ority that maierially and adversely affects tlie validity of any of
tiie transactions conteaiplated hereby, the ability of the Authority to perform its obligations
tiereunder, or as contemplated hereby or thereby, or the validity or enforceability of this
Agreement.
(c) The Authority has taken all action necessary to create the Project Area and the Tax
Increment District, and has ado}�ted a tax increment financing plan to finance a portion of the
Qualified Costs in accordance with the Tax Increment Act.
(d) As of tl�e date of ezecutiun �f tl�is A�rccmcnt, to tlic bcst of its kno�vleclge, the
Authority has reccived no notice or communic:ation irom any local,state or federal offici�l tiiat the
activitie�s of the Redeveloper or Autl►ority i;� the Projcct Arca may be or will be in violation of any
environmental law or regulation. As of the date of cxccution of this A�,�eement,the Authority is
aware of no facts the existence of which w�ould eause the Authority to be in violation of any local,
state or federal environmental law,regulation or review procedure or which would give any person
a valid claim under the Minnesota Environmental Rights Act against the Redeveloper, Authority
or City should the parties commence to perform their respective obligations under this Agreement.
(e) Ncithcr the execution and delivery of this Agreemem, the consummation of the
transactions contemplzted hereby, nor the fulfillment of or compliance with the temis and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms,conditions or provisions of any corporate restriction or any evidences of indebtcdness,
agreement or instrument of whatever nature to v��hich the Authority is now a party or by which it
is bound,or constitutes�default under any of the foregoing.
(� The Authority shall prornptly advise the Redevcloper in writing of all filed and
pending li�igation �r claims matenally and adversely affecting the Authority's ability to satisfy its
obligat�ons under this Agreement and all �ti�ritten complaints and charges made by any
g�vernmenial authority that may materially delay or requirc material changes in cons�ruction of
the Minimurn Improvements.
7
1�044995v11
A-11
610761 v2BE295-315
Section 2.2. Rcnrrscnt�ticm: t}v tt�c Citv, The City makes thc following represcntations as
of the date of the Original Agreement and as the basis for the undertaking on its part herein
contained:
(a) The City is a mui�icipal coiporation organized and existing under the laws of the
State of Minnesota. Under ihe laws of the State;the City has the power to enter into this Agreement
and to perform its obli�ations hereunder, and has duly authorized the execution, delivery and
performance of this Agreement by action of its City Council.
(b) 1'here is not pending,nor to the best of the Cit�s knowledge is there tlueatened,any
suit, action or proceeding agaii►st the City Uefore Any court,arbierator, administrative agency or
other governmental City that materi ally and adversely affects the validity af any of the trans�ctions
contemplated hereby, the abilit�' of the City to perform its obltgstions l�ereunder, or as
contemplated hereby ar thereby,or the validity or enforceaUility of this Agreem�nt,
(c) As of the date of execution of this Agreement, eo the besi of its Imowle�l�;e, lhc City
has received no notice or communication from ai�y local,state or federal official th�t tlie activities
of the Redeveloper, Authority or City in the Project Area may be or will be in violation of any
environmental law or regulation. As of the date of execution of this Agreemcnt,the City is aware
of no facts the existence of which would cause the City to be in violation of any local, state or
federal environmental law,regulation or revie�v procedure or which would give any person a valid
claim under the Minnesota L�nvironmenta.l Rights Act against the Redeveloper, Authority or City
should the parties commence to perform their respective obligations under this Agreement.
(d) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated tiereby, nor the fulfillment of or compliance witt� tlie terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a brcach of,
the terms, conditions or provisions of any corporate resu-iction or any evidences of indebtedness,
agreement or instrument of whatcve�' nalure to which the City is now a party ar by which it is
bouncl,or constilutcs a default under any of the toregoing.
(c) Thc City shall promptly advise the Redeveloper in writing of all filed and pending
licigatiosi or claims mntecinlly and adversely affecting the ('.ity's ability to satisfy its obligations
undcr this A�,�reement and atl written complaints and cl�arges tnade by any governmenta!authority
that rr�y materially dcl�y or rec�uire material changes in construction of the Minimum
Impravements.
Section 2.3. Re��re�cntltinns by thc RCdeyeloper. The Rcdeveloper represents that as of the
date of the Original Agreement:
(a) The Redcveloper is a limited liability company duly organized and'ui good standing
under the laws of'the State, is not in viol�tion of any provisions of its articles c�f organizaiion,
member control agreement, or ihe laws of thc State, has the power to enter into this Agreement
and has dul5- authorized the execution, delivery and performance of this Agreement by proper
action of its members.
s
i zoac�sv i i
A-12
610761 v2BE295-315
{b) The Re�leveloper will consWct the Minimum impro��etnents in accordance witi� the
terms of this Agreement and all applicable]ocal,state and federal laws and regulatious(including,
but not limited to, environmental, engincering, zonui�: building code and public healt}i laws and
regulations), except for variances necessary to construct the improvements contemplated in the
Development Plans approvcd by the City.
(c) l�Teither the execution and delivery of this Agre�.ment, the consummation of the
transactions conte�nplated hereby, nor the fulfillment of or compliance w�ith the terms and
conditions of this Agreement is prevented, ]imited by or conflicts with or results in a breach of,
the terms,conditions or provisions of any restriction or any evidences of indcbtedness,agreement
or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound,
or constitutes a default undcr any of the foregoing.
(d) T'he Redeveloper will obtain, in a timely inaruier, all required permits, ]icenses and
approvals, and will meet. in a cin:ely manner, all requircments of all applicable local, state and
federal .aw�s �nd regulations whic:� must be obtained or met before the Minimum Improvements
may be lawfully constructed.
(e) The Redeveloper shall promptly advise the Authority in writing of all filed and
pendaig litigation or claims materially and adversely affecting the Redeveloper's ability to satisfy
its OSJIla1lI0I15 under this Agreel�ent and all written complaints and chargcs made by any
governr;�ental authority thflt may ��aterially delay or require material changes in construction of
the Minimum Improvements.
(� The Rede�eloper acluiowledgcs that land use perrnits shall be governed by City land
use ordinanees and specific land use ap��rovals separate from tlus Agreement.
(�) The Redeveloper would not consU-uct the A4inimum Imrrovements on the
Redeveloprnent Property but for the assistance being provided by the Auth�rity hereun�ic;r.
Seetion 2.4. Itcp��c.witc►tiuiiti bv the Lni1d U�vnei. The Land Owner represents that as of the
date af the Original Agreement:
(a) T'he Land Owner is a limited liability c.�mPany dtily organized and in goocl standing
under the laws of the State, is not in violation of am� provisioi�s of its articles of orRar.ization,
member control agreement, or the laws of the State, has the power to enter into this Agreement
and has duly authorized the execution, delivery and performance of this Agreement by proper
action of its members.
(b) Neither the execution and delivery of this Agreement, the consummation of the
trans�ctinns contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the tcrms,conditions or provisions of any restrictio�i o: any evidences uf indebtedness,agreement
or instninient of'whatever nature to which the Land Owner is now a E�arty or by which it is bound,
or constitutes a default under any of the foregoing.
9
12044995v11
A-13
610761 v2BE295-3]5
(c) The Land Owner shall promptly advise the Authority in writing of all filcd and
��ending litigation or claims materially and �dversely a{fecting any pait oP the Minitn�un
IiTiprovements, the Land Owner, or the Land Owner's ability to salisfy its obligatioz�.s under this
Agreement and all writter.complainls and charges made by any governmental authority materially
and adversely affecting the Minimum Tmprovements or mate�-iallv and adversely affecting Land
Owner or iis business, which may delay or require changes in construction of the Minimum
Improvements.
(d) The Land Owner acknowledges that]and use permits shall be govemed by City land
use ordinances and specific land use approvals separate from this Agreement.
to
12044995v11
A-14
610761v2BE295-315
ARTICLE III
Cum�c1•anrc of C'itr� 1'rut�ert�
Section 3.1. Status of Recicvclo m�eni Proncrly. The Land Owner has acquired the Land
Owner Property, ibr the purpose of constructing the Minimum (mprovements, The City had
ucquired the Cit�� Property, The Cit��previously conveyed the Ciry Property to the Land Owner
p��rsuan: to a separate pun;hase ag:eement for the price of one thousand dollars($1,000).
Section 3.2. CJ�ics ol�(tr�orts. If the Redevcloper fails to commence and complete the
construction of the'.Vlinimum Improvements when rcquired by this Agreement, the Redeveloper
shall ft�rnish to the Authority upon request, at no cost to the Authority, copies of all reporis,
assessments, studies, surveys and other documentation prepared on behalf of the Redeveloper in
connection with its acquisition of the City Yroperty.
Seetion 3.3. llulhority and('ity C'usts. In consideration for the Authority's covenants and
undertakings under this Agrecment, the Redeveloper agrees that it will pay all rcasouable out-of-
pocl:ei costs incurred by the Authority or City, includinb,wittiout liinitation, all fees owed to the
Authority's or City's traffic; engineering, develc.�pment, fiscal, environmcntal and other
consult�nts,�nd all attomeys'fees incurre�J by tl�e Aullwi ity or City in conncction with ihe cteation
of t}ie 'l�ax Inct�ement District, thc negotiation and prc}�ai'ation of thc Original Agreement, any
planning documents reyuired by Uir City, and all rclatcd documents; or in enforcing the
}Ledeveloper's obligations to pay costs which it is obligated to pay under this Agreement. All of
thc Authority's and City's attoi��e;rs and consultants shall bc under eontract v��ith the Authority or
City, unless the Autl�ority or City othcrnisc agrcc in writing. 7'he Authority will provide to the
Redeveioper requcs�s for p�ymcnt of thc costs incurred by thc Authority or the City from time to
time accompanied by statemcnls ar invoices documentinb such costs. Sueh c�sts shall be payable
by thc Redevclvper to thc Authority within thirty (30) days after ree7uest by the Authoriiy. The
Redevcluper's ubligations under d�is Section shall survi��e. tennination of this Agreement to the
extent c;osts werc inciirred prior to the date of termination or to the extent that costs are incurred
to enforce the Redeveloper's obligations under this Section.
Prior to incurring costs subject to payment or reimbursement by thc Redeveloper under this
Sectio�i,the Authority wiil use its best eFf�rts to obtain proposals from its consultants and attomeys
deseribing the hourly rate or other b9sis on which the costs will be incurred and an estimate of the
costs to be incurred. /', t'ailure to obtain 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 $50,000.00 with the Autt�ority as of d1e date of tl�is Agreement.
'I'he Authnrity �hall have thc right to draw upun amounts on deposie with it to pa�� 1he fees and
casts described i�i this Section. The Kedeveloper agrees to mlintain a dcposit with the Autltortty
in the amount of$25,000.00. If the amount on deposit becomes d�letecl beluw �S,UUO.UQ, the
Authority shall have the righl to request in writing,accompanied by itemized im�oices which have
L�een paid fi•om the deposit,that t}h.Redeveloper replenish such tunds upon which thc Redeveloper
shall,��ithin 15 days oCrequest b}the Autlionty,remit to the Authority additional funds tobe held
on deposii so that thc amount on deposit will equal �25,000.00. If upon tern�inutiuu uf this
t1
;2044993v1t
A-15
610761 v2BE295-315
Agreeme��t, the a�notu�ts held by the Autho�•ity are insufficient to p�y tlie Autttorih�'s co�ts, tlie
Redevel�per shall bc liable for any deficiency. 11'ltiis Agreement is ketminatt;d in accordance w�th
cl�e terms her�of, an�� sums re.mairin� �n deposit with thc Authoritv, afier the Authority pays or
reimburses itself and the City for costs incurred t� the date ol tcnnination,shall be retumed to the
Rede��eloper. In ariditic�n,any sun��s remaining on deposit with the Authority six(6)months after
Completi�n of the Minimum Impro<<ernents, afler all documents and agreements necessary to
implement t}�e tra��sactions contemplated b} this A�,�recnient have becn prepared and executed and
after the Authority pays or reimburses itself and the City ior costs incurred to the datc of
termination shall be returned to the Redeveloper. Notwithstanding xnything herein to the contrary;
the Autl►ority and the City shall bear lheir own attorney's fees and costs in connection with the
Litigation and the preparaiion of this.Amended and Resiated Agreernent.
Section 3.4. Re-cc»��cyanec ul' Cilv 1'rc>>crt , In the eve�it that the Kedevcloper Tails to
commence construction of the h4inimum lmprovements when reyuired by this Agreement,subject
to extension of such date by agreernent of the Authority and the Redeveloper, the Redeveloper and
Land O�vne�� shall be obtigated to,if rcquested by the Authority, convey the City Property tu the
City, except that ance the Re:ieveloper has c�mmenced construction of the Minitnum
lmprovements, then there shall be no obligation to convey the City Property tu tha Ciiy. Thc
purchase pricc to be p�id by the City to reacyuire the City Property shall be �1,000AU, less any
costs incurred by the City or Authority in enforcing such re-conveyance obli�atiuii but oiily to the
eatent r.ot otherwise reimbursed �y Redeveloper per Section 3.3. Thc Cit�� Property shall bc
conveyrd to ihe City pursuant to a iimited w�rranty deed conveyin� marketablc title to si�ch
propert��, siibje.ct �nly to siich de'ects, liens, easements, encumbrances or other titte matters to
which the City Pi'operty wss subject wlteit the City dcecled ii to the Land O��ner, and any other
Pennitted Encurnbrances. The Redeveloper wiil couperate with the City in sucl�subdivision or re-
�lattin�of�the Prc�perly as may he necess�iry to pe��mit the rc-convcyancc of the City Propeny to
lhe City'. In the event that City incurs cosls, including re�sonable attomeys' fees, enforciiig the
Rcdeve.oper and Land Owner's ol�ligations undcr this Scction,the Redeveloper shall Ue liahle ancl
shall pay to the City the amount o=such costs within ten(10)days written demand by the City.
12
12044995vi1
A-16
610761v2BE295-315
ARTICLE IV
('onstru�:tiun of tm��ru��cmcnls
Section 4.1. C�iistructicm�1�ti1i��ii►�i.iin Im_rc,vemcnts: The Redeveloper agrees that it will
construct the Minimun� Improver.iei:ts on the Redevelopment Property in accordance with the
approved De��elopment Plans. Tl�e Cit�� agrees that, at its cost, it will complete the Artery in
accordance with t}�e approved Developrnent�'lans.
Section 4.2. Dcvcloument I'Icu��. (a) The City's conveyance of the City Property to the
Redeveloper was and is predicated upon and subject to the Redeveloper's agreement that it will
calstruct thc Minimum Improvements cot�sistent with the Site Plan and Dcvclopment Plans,both
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 Aulhority showing the general noiure and
location of the Minimum Improvements. Also, the Redeveloper has submitted and the City has
approvcci Developrnent Plans for the Minimum Itnprovements. All furtherconstructionplans shall
be prepared to be consistent with the approved Site Plan and Development Plans, subject to any
changes approved by the Authority.
(b) :�lothing in this Agreement shall be deemCd tu relicvc tl�e Rcdcvcloper of its
obligation lo comply with the rec�uirements of the City's nurmal laud usc approval process. The
parties acknowledge that the Redeveloper has alrcady coinplic�i with thc rcquircments of this
process.
(c) If the Redeveloper desires to make any material change in any Development Plans
after their approval by the Authority, the Rcdc��eloper shall submit the proposed change to the
Authority for its approval,lf tlic Development Plnns,as modified Uy tl�e proposed change,conform
to the requireme�its uf this Agrcement and such changes do not materially alter the nature,cluality
or exterior appearance of the Minimum Improvements, the Authority shnll appr�ve the }�roPosed
chan�;e and notify thc Redevcloper in writing of its approval. Any requested change in the
Develvpincnt Plans shall, in any event, be�ieemed approved by the .Authori�' unless rejected, in
�vhe�le ar in pan, by writtcn notice by the Authority to the RedeveloPer,setting forth in detail the
rcasons thcrefor within ten (101 days after receipt of'the notice of such change.
(d) "The Redeveloper and Land nwner have created separate tax parcels from the
Rcdevelvpment Property to separate the Grade-Le��c] Garage and Pedestrian and Bicycle Lobby
from the remainder of the Redevel�pmen� Property in coordination with the City at the
Redeveloper's cost and subject to all City ordinances and procedures. The creation of separate tax
parcels resulted in one recordable legal description encompassing both the Grade-Level Garage
and Pedesirian and B�cycle Lobby. The Lancl Owner and Redeveloper also platted the
Redeve,lopment Property.
(e) The Redeveloper will pay to tre City a park dedication fee of$180,750 and donate
to the City$25,OU(1 for public art prior to tl�e City's issuance of the final certificate of occupancy
for the Minimum Improvements.
13
]4p44995vi1
A-17
610761 v2BE295-315
(fl The Rcdeveloper will install in the Minimum Improvemenis, in accordance with
the City's generally applicable requirements,a radio booster for the purposes of amplifying radio
signals for emergency responders.
Section 4.3. C'on�mcncemcr_t.�nci_C'cmt��let!��n of'C'o�istruction. {a) 5ubject to Una��oidable
Delays, the Redeveloper shall commence construction of thc Minimum Improvements by
December 31,2016, and Complete construction af the Minimum Improvements by June 30,2018.
The Redeveloper agrees that it shall promptly begin and diligently prosecute to completion
construction of the Minimum Improvements within the periods specified in this Agreemeni. Until
construction of the Minimum Improvements has been completed, the Redeveloper shall make
construction progress reports,at such times as may reasonably be rcquested by the Authority as to
the actual progress of the Redeveloper with respect to such construction.
{b) Subject to tinavoidable 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 eommence construetion of the portion of the Artery lucHted
within the Access Easement Agreement area(the"Artery Easement Work")by June 1,2017 and
complete sueh constnaclion by AuguSt 1,2017. In addition,the City H ill en.urc ttwt tlic retuaiuder
of its work with respect to the ARery will not ir►[erfere with acccss tu tl►� fro«t lobby of thc
Multifamily Facility or the access to the lower-level pa�'king portion o!'the Multif�mily P�cility.
Tl�e City will pay the cost of constructing the Artery,providecl that uyun Completion of the Artery
Essement Work,Redeveloper will pay the City the actual cost of the Artery Casemcnt Work. After
completion, the City shall provide evidence,reasonably acceptable to Redeveloper, of the actual
cost.
(c) The City will instaU public art, thc location cu�d desi�n of which will bc mutufllly
agreed upon by the City and tlic Redcvcloper, ncar ihe Minimum Improvements on or before
November l, 2017. Redeveloper shall pay 1'or up to SSO,OUO of the public art in ac�dition to thc
donation it is making pursuant to Section 4,2(c).
l4
12044995v11
A-18
6I0761 v2BE295-3 I 5
ARTICLE V
Insurance
Section 5.1. I��,�u�:inc�.
(a) The Redeveloper will provide and maintain or cause its contractors and subcontractors
and at all times during thc process of constructing the Minimuin Improvements and,from time to
time at the reasonable request of the Authority,furnish tl�e Authority 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 hund�'ed percent(100%)of the insurabie value of the
Minimum Improvements at the date of Completion, and with coverage available in
nonrepnrting form on the so called"all risk" form of policy;and
(ii) Comprehensive genera]liability insurance(inctuding operations,contingent liability,
operalions of subco��tractors.completed operations,Broadening Endarsement)togclhcr with
an Owner's Contractor's Policy���ith limits against bodily injury and property damage of not
less than $2,400,000 for each occurrence (to accomplish the above-required limits, an
umbrel3a excess liability policy may be used);
(iii} Workcr's compensation insurance, with statutory coveragc and employer's liability
protection.
�'he policies of insurance required pwsuant to clauses(i)and(ii)above shall be in form and content
satisfactory� to the Authority and shall be placed with finaacially sound and reputable insurers
licensed to transact Uusiness isi thc Statc, thc Iinbility insurer to be rated A or Uetter in Aest's
11151���,i����. t;uide. Tiic; policies of insurance dclivered pursuar►t lo clause (i) atid (ii) above shrl)
contain an agreement of tlie insurcr to give not less than ten(l0) days' advance written notice to
tl�e Authoritv in Qie c��ent of cancollation of such policy or ch�nge affecting the coverage
thereunder. The Authority shal]be named as an additional insured on the liabilit�•policy obtained
pursuant to clause(ii)above.
(b) Upon Completion of construction of the:Vlinimum Improvements and prior to the
Termination Date so long as the Redeveloper owns any portion of thc Minirnum Improvements,
the Rcdcveloper shall maintain, at its a�st and expense, and &on� time to time at the reasonable
requcst of the Authority sha11 fumisir pmof of insurance as follows:
(i) a policy of mrnmercia] general liability insurance written on ctn `becurrence
basis",n�t a"claims basis",and with coverage limits of not less than$1,OU0,000 for
each occurrence of injury or properly datnage and $2,WQ,000 in the aggregate;
��rovided, however, that, from time-to-time, these coverage limits may be raised or
lowered in accordance ��itl� irdustry s:andard recommendations for cornparable
policies;
ts
12044995v11
A-19
610761v2BE295-315
(ii) an umbrella or excess liability policy with coverage limits that, when
combined ��ith the commercial general liability policy, aggregatc not less than
�10,00U,0U0 per occunence and $10,000,000 in thc aggregate; provided, howe��er,
that,from time-to-time,these coverage limits may be raised or lowexcd in accordance
with industry standard recommendations for comparable excess policies; and
(iii) a policy of property insurance with"all-risk"covcrage in the amount of'one
hundred percent(100%)of the fult Replacement Cost of the Minimum Improvements
and terrorism coverage and rental income coverage.
(c) All insurance required in Article V of this Agreemcnt shall be taken out and
rnaintained in responsible insurance companies selected by the Redeveloper which are authorized
under the laws of the State to assume the risk covered thereby. Upon request, the Redeveloper
will deposit ziu�ually wid� the Authority bindcrs �videncing all such insurance, or a ceriificate or
certificates of the respective insuters stating that such insurance is m force and effect. U�iless
otherwise provided in this Article V of this Agreemenl eacl►policy shall centain a provision tY�at
the insu:er shall not eancel or mocufy it wiihout givirtg �vritten notice to the Redeveloper and the
Authority at least ten (10) days before the cancellation or modification becomes effc:ctive, Not
less than fifteen(15) days prior to tl�e expiratiun�t any j�olicy, the Redeveloper sliall funiish the
Auth,�ri:y evidence satisfactory to the Authority eltat tl�e policy hati been rencwed or replaccd by
auother policy conforming to tlie pro��islons of this Article V of�his Agreeinent,or thAt therc is no
nccessity dierefor under the terms llereof. ln lieu of scparate pc�licies, die Reacvcloper may
mainlain a single policy, blarilcet or u►nUrelta p�liciCs, ur a comUination thcreof, having the
coveragc required h�rein, in which event the Redeveloper shall dcposit with thc Autl�ority a
ccitificzte or ce�zificates of the respective insurers as to the amounl of coverage in force upon the
Minimum improvements.
�d) The Rede��eluprr agrees to notify thc Auihority imrnediately in the case of damage
to or destruction of,the Miniinuui[mprovcments or wiy portion[hereof resulting f'rom fire or other
casualty. In the event uf any sucL damage or destniction, the Redeveloper will forih��ith repair,
re�onstruc� aucl restorc those portions uf the Minimum Improvements which it owns to
substantiallv the s�me ar an improved condilion or��alue as exisied prior t�the event causing such
damage a�ici, [u t1�e extent necessary to �iccomplish such repair,rec:nnsiructi�n and restoration, ihe
Redcvcloper w►U app1Y thc Net Proceeds of any insurance rel2ting to such dHmage received bV the
Redeveloper to the payment or reimbursemeni of the.costs thereof.
The Rcdeveloper shall complete the rep�ir, reconstruction and restoration of the portions
of the Minimum lmprovements owned by the Redeveloper, �vhedier or not the Net Proceeds of
insurance received by the Redeveloper for such purposes are suffcient to pay for the same. Any
Net Praceeds remaining after completion of such repairs, construction and restoration shall be
remitted to the Redeveloper.
The obli�ation to repair,reconstruct and rest�re the Minirnum Improvements shall continue
during the term of the Tax Inerement District.
16
11044995v11
A-20
610761 v2BE295-3 I 5
ARTICLE VI
't'.�� Incrcment; Iteimhursc�ncnl of Oualificd Costs
Section 6.l, l'rcation of Tnx Incrcmcnt Dititrict. The City and thc Authority approved the
creation of the Tax Increment District,a rcdcvelopment tax incremcnt district,on February 2,20]6.
The Tax Increment District encompasses the Redevelopment Property. Tax increment from the
Tax Increment District will be used to pay costs as described in this Agreement.
Section 6.2. Rcimbursemcnt Fo,�Oualificd Casts. (a) The Authority will use a portion of
the 1'ax Tnerement generated by the Tax Increment District to reimburse the Redeveloper for a
portion of the Qualified Costs incurred 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 Hieycle Lobby,
(v) Utilities,
(vi) Geotechnical investigation and conection costs,
(vii) Stormwater management costs,
(viii) Sitc improvements, and
(ix) Any other 7ax Increment eligible costs.
The Authority shall have the right to designatc which of the ubove Qualified Costs will be
reimbursed so long as such designation does not result in reimbursed Qualified Costs below
$13,200,000.
(b) "Che Authority will issue to the Redeveloper i�otes to reimburse them for Qualified
Costs in the followin� principal amounts: (1) $2,1UU,000 ("'�1ote A") to Doran 810, LLC; (2)
$3,100,UU0("Note B")to Doran 810 Apartments,I,LC;and, (3)$8,000,000("Note C")to Doran
810,LLC, each with an annual interest rate equal to 5%. The term of Notes A and B shall be 12
17
120q4995��i1
A-21
610761 v2BE295-315
years and the term of Note C shall be 26 years and shall be paid with Available Tax Increment.
The Notes shail be payable solely with Available Tax Incremcnt and the amount of Tax Increment
deducted in calculating Available Tax Increment will be retaincd by the Authority. Available Tax
Increment will be applied as follows on each Schcdulcd Payment Date:
(i) First, on a pro-rata basis to pay all accrued, current and unpaid
interest,based on the outstanding principal amount of Notes A and B
on such Scheduled Payment Datc;
(ii) Second,to pay any outstanding principal on T'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. Intcntianally �eleted.
Section 6.4. Coiulitians I'rcccdcnt to Itisnanc��oi'Nc�tc orNotc�. Notwithstanding anything
to the contrary contained herein, the Authority's obligation to issue the Note or Notes shall be
subject to satisfaction, or waiver in writing by the Authority, of all of the following conditions
precedent:
(a) there shall be no uncured default by Land Owner or Redeveloper under the terms
of this Agreemeni;
(b) the Redeveloper shall have provided to the Authority documentation acceptable to
the Authority showing that the Redevcloper and Land Owner have incurred and paid Qualified
Costs in an amount at least equal to the principa!amount vf thc Note or I�otes; and
(c) the Redeveloper shall have Completed construction of the Minimum
Improvements.
Section 6.5. i'olential fZeduction n1'Assistancc. (a) On the Calculation Date, as defined
below, the amount of the tax increment finance assistance provided pursuant to this Agreernent
will be subject to adjustment based on a target Cash on Cash Return,as defined below,of 11%. F3y
the Calculation Date,the Redeveloper must deliver to the Authority's municipal advisor evidence
of its Cash on Cash Return, subject to a confidentiality agreement reasonably acceptable to
Redeveloper and the Aulhority. The Cash on Cash Return sha?1 be calculated by the Authority's
municipal advisor based on the Redeveloper'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 3(the"Pro Forma").
If the Cash on Cash Return exceeds 11%, then the principal amount of the Note or Notes
issued to the Redevcloper will first be reduced to an arnount that results in a stabilized Cash on
Cash Return equal to 11%over the term of the Note or Notes,in which case the Redeveloper shall
�8
t2oaa�os�ii
A-22
610761 v2BE295-3 I 5
deliver the I�ote or Notes to the Authority in exchange foi• a new Note or I�'otes in the adjusted
principal amount upon the Authority's written request. If the Redeveloper's Note or I�otes is
reduced to zero and the Cash on Cash return is still greater than 11%over the term of the Note or
Notes,then the principal amount 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 thc Landowner 1�Tote to the Authority in exchange for a new
Note in the adjusted principal amount upon the Authority's written rcquest.
(b) For the purposes of this Section,the following terms have thc following meanings:
"Calculation Date"means 60 days after the earliest of(i)the date of Stabilization,as defined
bclow, of the Minimum Improvernents; (ii) the date of any transfer of the Multifamily Facility
(provided that the Redeveloper an9 the Authority may agree that the Calculation Date will occur
prior to the actual iransfcr); or (iii) iwo years after the date of completion of the Minimum
lmprovements,as evidenced by th� City's issuance of a final certificate of occupancy.
"Cash Flow" means Net Operating Income less debt service with respect #o the first
mortgage loan.
"Cash on Cash Return" 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
rcccived 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 accordance with thc Pro Foima.
"Operating Expenses" means reasonable and customary expenses incuned in operating the
Redevelopment Property in accordance with the Pro Forma, including deposits to capital
rcplacement reserves.
"Stabilization" is defined as the first date upon which both of the following have occurred:
(1} the Multifamily Facilily within thc N:inimum Improvements have achieved 95% occupancy
for three consecutive months; and(2) real estate taxes have been fully assessed on the completed
Minimum Improvernents,
Section 6.6. Rc;dcvelo���r'�<�ncl 1 fu�ci O�vncr's Renresentations as t� Note or Notes. Each
of the Redeveloper and Land Owner makes the following representations to the Authority with
respcct to the issuance of any Note to the Redeveloper or Land Owner:
(a) Neither the Land Owner nor the Redeveloper has relied on any representations of the
Authority, or any of its officers, agents, or employees, and has not relied on any opinion of any
attorney of the Authority, as to the Federal or 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 Owner is sufficiently knowledgeable and
experienced in financial and business matters,including the purchase and ownership of obligations
l9
12044995v11
A-23
610761 v2BE295-315
of a nature similar to the Note, to be able to evaluate the risks and merits of the purchase and
ownership of the Note. Each of the Redeveloper and Land Uwner has been made aware of the
security for the Note and the proposed uses of the proceeds of the Note, and has received the
cooperation of the Authority in undertaking any due diligence that the Redeveloper or the Land
Owner has dcecned necessary or appropriate.
{c) Each of the Redeveloper and Land Owner understands that the Available Tax
Increment is the sole source of money that is pledged and will be availablc for the payments due
w�der the Vote; that the Authority is not under any obligation to repurchase the Note from thc
Redeveloper or the Land Owner under any circumstances;that the 1�'ote is not a general obligation
of the Authority or the City; and that,if the Available'I'ax Increment is not su�cient to make the
payments due under the I�ote in full, no right will exist to have taxes levied by the Authority or
City for the payment of the unpaid amounts due under the h'otc.
(d) The Redeveloper and Land Owner understand khat the :�1ote is not registered or
otherwise qualified for sale or transfer under the securities laws and regulations of the State or
under the Federal sccurities laws or regulations, the Note is not listed on any stock or other
sccurities exchange,and the Note will carry no rating from any rating service.
(e) Eaeh of the Redeveloper and Land Owner has conducted its own investigation
regarding the projected Tax Increment from the Redeveloper's development and acluiow�ledges
that any estimates of Tax Tncrement prepared by or on behalf 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 �rcmcrty Taxes. (a) The Redeveloper and Land Owner
acknowledge that the Authority and City are providing substantial aid and assistance in furtherance
of tho development described in ihis Agreement and that such assistance will be ftnanced using
the Tax Increment generated from the Tax Increment District. Therefore, the Redeveloper and
Land Owner agree for thernselves, and their successors and assigns, that in addition to the
obligation pursuant to statute to pay real estate taxcs, it is alsn obligated by reason of this
Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment
Yroperty and all improvements thereon. 'I'he Redeveloper and Land Owner acknowledge that this
obligation creates a contractual right on behalf�f the Authority and City through the tcrm of the
Tax Incrcment District to declare an Event of Default or sue the Rcdeveloper or Land Owner, or
thcir successors and assigns, to collect delinquent real estate taxes and any penalty or interest
lhereon and to pay over the same as a tax payment to the county auditor. In any such suit, the
Authority and City shall also bc entitled to reco�•er its costs,expenses and reasonable attorney fees.
(b) The RedeveloJ�er and Land Owner agree tliat duriug the term of the Tax Incrcment
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 thereof; or (B)willful refusal to reconstruct damaged or destroyed property pursuant to
Section S.1 of this Agrecment. The Redeveloper and Land Owner also agree that they will not,
during the term of the Tax Increment District, apply for a dcfenal of property tax on the
20
�2oaavvs�i�
A-24
610761 v26E295-315
Redevelopment Property pursuant to xny law,or transfer or permit transfcr of the Redeveloprnent
Property to any entity whose ownership or operation of the property would result in the
Redevelopmcnt Property being exempt from real estate taxes under State law.
(c) l�othing in this Agreement is intended to hinder or impair the rights of the
Redeveloper or Land Owner to seek rcduction in market value or property taxes on any portion of
the Redevelopment Property under any State law (referred to as a "Tax Petition"). The
Redeveloper or Land Owner,as applicable,shall notify thc Authority within 10 days of filing any
Tax Petition. If as of any Scheduled Payment Date under the Note(s), any Tax Petition is then
pcnding,the Authority will wSthhold payments of Tax Increment attributable to the portion of the
tax payment that is the subject of the Tax Petition. The Authority will pay any withhcld amount
to the exteni not reduced as a result of the Tax Petition, without interest,promptly after the Tax
Petition is fully resolved and the amount of Tax Increment attributnble to the disputed tax payments
is finalized.
21
�zaw�vs��i
A-25
610761v2BE295-315
ARTICLE VII
Financin�
Section 7.l. I�in��nc.ii��;. Yrior to thc 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 financiug term sheet)in an amount
sufficient to pay the cost of constructing the Minimum Improvement.
Section 7.2. Limitation U�oi� Gncun�brancc of Pc��n�rtV. Prior to the Completion of the
Minimum Improvements,as certified by the Authority,neither the Redeveloper nor any successor
in interest to the Redevelopment Property, or any part thereof, shall engage in any financing or
any other transaction creating any mortgage or other encumbrance or lien upon the Redevelopment
Property,whether by express agreement or operation of law,or suffer any encumbrance or lien to
be made on or attach to the Redevelopmcnt Properly; except for the purposes of obtaining funds
only to lhe extent nece�slry f�r acquiring and constructing the Minimum Jmprovcrnents and except
for the Permitted Enc�unhrance�, withuut the prior�vritten approva] of the Authority�, Nothing in
this Agrcement shall be consinied as a lirnitatiuii upon Rcdeveloper's aUili:y to oblairi financing,
including loans frozn members or investors, that does not create an encumbrance or lien on the
Redevelopment Property.
Section 7.3. C������ nT Noticc of Uci'ault l� 'vlurt����ec. Whenever the Authoriry or tile City
will delivcr any nolice or demand to the Redeveloper or Land Ov��ner with respect to any breach
or default by the Redeveloper or Land Owner in its obligations or covenants under this Agreement,
the City or Authnrity will at the same tirne fonvard a copy of such noticc or demand to each Hold�er
of any Mortgage at the last address of such H�Ider sho���n in the records of the Authorit}'. Such
notice to a Holder will be given in the manner set forth in Section 10.5. Failure to give such notice
shall not affect the Authority's or City's rights to exercise remedies under this Agreement as a
result of such brcach or default.
Section 7.4. t�lnrt��rc'x (�l�tic�n to Curc llcliwlts. After any breach or default refei��d to
in Section 7.3, eacb such Holder will l�avc thc right, �t its uption, to cure or remedy such breach
or default within the time for cure set forth in Section 9.2 of this Agreement.
zz
12044995v11
A-26
610761 v26E295-315
ARTICLE VIII
Pruhibiii��n. A���inst Assi�nmcnt ancl Tr►�ns_fer, Indenmificatian
Section 8.1. 1'i�liibition A�;�unst `I rt�nsicc of Prol�crtv :ind Assienment ot l���ce►nent.
Subject to Section 8.3 of this Agreement, thc Redeveloper represents and agrees that during the
term of the 1'ax Inerement District, except only by way of security for, and only for, the purpose
of obtainin� financing necessary to enable the Redeveloper or any successor in interest to the
Redevelopment Property, or any part thereof, to perform its obligations with respect to
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 to be made ot createci, any total or partial sale, assignment,
conveyance, or lease (other than leases to residential tenants, the ground lease between Laud
Owt�er and Redeveloper), or any trust or power, or transfer in any other mode �r form of or with
respect to this Agreement or the Redevclopment Property or any part thereof or any interest herein
or therein,or any contract or agreement to do any of the same, without the prior written approval
of the Authority which shall not be unreasonably withheld or conditioned,
Notwithstanding the foregoing, the Redeveloper may, without the Authority's consent
transfer the Redevelopment Property to an affiliate of the Redeveloper that is owned by or under
common owrtership with the Redeveloper, or to Doran Companies or any affiliate of Doran
Campanies,which entity will act as manager or operator of the Minimum Irnprovements;provided
that any such transferee must enter into an agreement pursuant to which it assumes and agrees to
perform the obligations of the Redeveloper under this Agree:nent. Nothing in this Article VIIl
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 transfer
or approval thereof by the Authority shall be deerncd to relieve�he Redeveloper,or any other party
bound in any way by this Agreement from any of its obligations hereunder.
:�othing in this A�reement shall be construed to prohibit the foreclosure of a Mortgage(or
deed in lieu of foreclosure) or subsequent sale,nor shall thc Authority's consent be required for
any such transfer.
Section 8.2. tt�lease an�l Incicmnitication Cavai��nts. (a) The Redeveloper releases from
and cot�enants 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 indemnify 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 occuning at
or about or resulting from any defect in the Minimum Improvements,except to the extent caused
by the City's or Authority's negligcncc.
(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 thc go��erning
body members,officers,agents,servants and employees thereof,now�r forever,and further agrees
to hold the aforesaid harmless from any clairn,demand,suit,action or other proceeding whatsoever
23
12044995v11
A-27
610761 v2BE295-315
by any person or entity whatsoever arising from this Agreement,or the transactions contemplated
hereby or the acquisition, construction, installation, ownership, and operation of the
Redcvelopment Property and Minimum Improvements, except with respect to any construction,
installation,operation or maintenancc of the Artery.
Section 8.3. Tr�rn�lcr Aftcr C'�mntcti�n oi' Minimum lmnr���emeiits. After Completion of
the Vlinimum Improvements, each of the I,and Owner and Redevetoper may, upon notice to the
Authority, sell, assign or transfer its interest in the Redevelopment Properly and/or Minimum
Improvements;provided that such transferee has the experience and financial ability to satisfy its
obligations under this Agreement and related documents and enters into an agreement by which it
assumes the obligations of the Land Owner or Redeveloper under this Agreement. The Authority's
approval of such a transferee shall not be unreasonably withheld or dclayed. At such time, the
Land Owner and/or Redeveloper, as applicable, shall be relieved of its obligations hereunder,
which shall remain obligations of its or their successors in interest to the Redevelopment Property
and/or Minimum Improvements, as applicable. The Redevcloper 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 occurred prior to the
date of such transfer. Notwithstanding thc foregoing,the Authority's consent shall not be required
under this Section 8.3 after the balances of 1\ote A and Nole B have becn paid in full or otherwise
matured.
24
12044995v11
A-28
610761v2BE295-315
ARTICLE IX
Events of Default
Section 9.1. E_vcnt�ot'[)ctault Drtii�ecl. The term "Event of Default" shall mean, whenever
it is used in this Agreemcnt (unless the context otherwise provides); (i) any failure by the
Redevelone�• or Land Owner to observe or perforn� any covenant, condi�ion, obligation or
agreement on its part to be obse:ved or performed hereunder or (ii) a rnaterial breach of any
Redevel�per or l,and Owner reprc�entation set forth herein.
Section 9.2. Rcinc�lic� un [)cfault. Whenever any Event of Default occurs, the Authority
and Cit��may itnmedi�tely suspend their perforn�ance under this Agreement ancl may take any one
or more.of the following actions after providing tt�irty(3U)days written noticc to the Re�develuper
and Land Owner of the Event of Default,but only it�the Event of Uefault has not been cured wiili.n
said tl�irty (30) days oi�, if the Event of llefault is by its nature iucurablc within said thi��ty (30)
days, thz Redeveloper has not prc�vided reasonable assurances to the Authorit,y that the Evcnt of
llefault will Ue c��red and that it will be cured as soon as reasonably possible:
(a) Other than terminaiion of this Agreement or th� Notcs, takc whatc�•cr action,
including legal, equitable or administrative actiou, which n►ay appcar neccssury or desirable to
collect any paymeiits due under this Agreemen�,or tu enforce performance and observance of any
obligation, a��reen�ent,or covcnani uneler this Agreemcnt.
Sect�on 9.3. No It4nudv Exclusiv�. No rcmody herein conferred upon or reserved t� the
Authonty or Redevelopc:r i� intcixied to be cxclusive of uny other available remedy or remeciies,
bnt Each�nd every such remedy shall bc cumulutive and shall Ue in addition to e.very nthcr remed)'
given under this A�recmcnt or now on c�re�fi.er existins at law or in equity or by�tatute. No delay
or omission to exercisc any right or pc�wer accrui�ig iipon any default shall imPair any such right
or puwer or shall be construed to be a waiver thcreof, but any such right and power may he
exerciszd from timc to time and as often as may be deemed expedient. In order to entitle the
:lutlwrity �r thc RedeveloPer to exercise any rcmedy reserved to it, it shall not be necessary to
give uvtice,othr•r than such notice as may be rec�ui�r.d in this Article IX.
Scction 9.4. Nc� A�I�lit�oii�+l Wniver Im�licd l�y Uttc Wuiver. ln tl�e event any agreement
contuir.ed in this A�reemenc should be breached by either party and thereafter w�ived by the other
pnrty, such waiver shall be lirniteci to the par�icular breach so waived and shall not be deemed to
waive any other concurrent.Previous or subsequent breach hereunder.
Cectian 9 5. I�:fl'ec:t_��i: 1�111L1�iti�u �f A�;rccment. In the event that this Agreerve��t is
tern,inated r�irsuant ta Section 9.2, all provisions hereof shall terminate except that Sections 3.3,
9.6 and R.2 shall survlve sucl� tera�ination and any cause of action arising hereunder prior to such
termination shall not bc affected.
Section 9.6. C'��cts ol: l:r.tc�rrcmcnt. Whenever any Event of Default occurs and the
Authority shall employ attorncys or incur other expenses for the collection of payments due or ta
25
120449)Sv11
A-29
610761 v2BE295-315
becozne due or for tha enforcement of performance or observance of any obligation or agreement
on the.part of the Redeveloper under this Agreement,the Redeveloper agi•ees that it shall,within
ten(10)days of written demanc�by the Authority pay to the Authority the reasonable fees of such
attomeys and such other expenses so incu►Ted by the Authority.
26
12044995v11
A-30
610761v2BE295-315
ARTICLE X
,�ddilic►nal Provtsions
Section lU.l. Ite�resentative+Not.lndi��ici�iail � l.i.ibi.e.No member,official,or emp!oyee of
the City or the Authority shall be personally liable to the Redeveloper,or any successor in interest,
iii the event of any default or breach or on any obligations under the terms of ihe Agreement. No
member, affiliate,employee,or employee of an affiliate of the Redeveloper or Land Owner shall
be personally liable to the City or the Auihority,or any successor in interest,in the event of any
default or breach or on any obligations under the terms of the Agreement.
Section 10.2.Rest��ic►ions en Usc. The Redeveloper agrees�hat ne�ther the Kedevelopment
Propect�� nor Minimurn Improverrents nor any portion thereof', shall be used for tlie 1n� of the
followu:g uses: adult establishm�nl, adult mation picture theatcr, adiilt noveity business or
baolcstote (provided that this licnitation shall not prohibit bookston:s or otlier businesses Uiat
include sales of adult malerial as�n ancillary part of tlieir sales), auto sales and\ur lease,cahinet,
electrical, heating, plumbing, air conditioning sales or service shop, open sales lot, pawn shop,
drive-thru restaurant, auto repair,warehouse or taxi terminal. This restriction shall run with the
titic to and encumber the Kedeve:opment Property, for as long as tlie Minimun� Lnp:ovements
erisi, for the benefit of the City at!d shall Ue entorceable by means uf an iiiiuuction. If thc above
terms are defined in the City's zonmg ordinances, the ienr;s aLall I�avc thc ,nc.aning contnined
thercin.
Section I U.3. I'rovisions �ot Merecd Wi1h Dceel. Nanc of thc provisions of this Agreement
are inte�tded to or shall be merged by rea5oi� of any dccd transfemng any interest in the
Redevelopment Yroperty a��d any such deed shall not bc deemed to affect or iinpair the provi�inns
and covenants of this Agreement.
Sectioit 10.4. TiUcs uf Aiticics and Sections. Any titles of the sever3l p�rts, Articles, and
Sections of the Agrecmcnt arc inscrted for convenience of reference nnly and�hall be disregarded
in construing or interpreting any of its provisions.
Section 10.5. Noticrs anel llemanifs. Except as otherwise expressly provided in this
A�'fCC111Ct1L,a notice,dem�nd,or other comm�mication under the Agreement by either party to the
oll�or saall bc sufficieutly given or delivered if it is dispatched by registered or certified mail,
postage prepaid,retum receipt requested,or delivered personally;and
(a) in the case of the RcdevelnPer or Land Owner,is addresscd to or delivered personally
to the Redeveloper or Land Owner,as a��li cable,at 7803 Glenroy Road,Suite 200,Bloomington,
MI`T 55439;and
(b) in the case of the Author:ty or City, is addressed to or delivered personally to the
Authority or City,as applicable, 2t l Ol0 First Street South, Hupkins,Minnesuta 55343,
27
12044995v11
A-31
610761v2BE295-315
or at such other address with respect to eiiher such party as that party may, from time to time,
designate in writing atid forvvard 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 the U.S. Postal
Service.
Section 10.6. llisclaimer o1 Relationsliit�s, The Redeveloper acknowledges that nothing
contained in this Agreement nor any act by the Authority or thc Redeveloper shall be deemed or
construeci by the Redeveloper or by any third person to create any relationship of third-party
beneficiary,principal and agent,limited or general partner,or joint venture between the Authority
and the Redeveloper ai�d/or any third party.
Section 10.7. Mociitic<<tions. This Agrecrnent may be modified solely through written
amendments hereto executed by the Redeveloper,Land�wner,Authority and City.
Section 10.8.C'�untcm��rts. 7his Agreement may be executed in any number of counterparts,
eaeh of which shall eonstitute one and the sarne instrument.
Section 10.9. Judicial 1»t;,rurct�uon. Should any provision of this Agreement require
judicial interpretation,the court interpreting or construing the same shall not apply a presumption
thal the terms hereof shall be more strictly construed 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 througb
its agent or attorney prepared the same,it being agreed that the agents and attomeys of both parties
have participated in the preparati�n hercof.
Section 10.10. �'a E3usinc.ss Subsid�-. The assistance being provided by the Authority under
this Agreement does not constitute a "business subsidy" under the Minnesota Business Subsidy
Act, Mir►nesota Statutes, Sections 116J.993 to 116J.995,bccausc the assistance is being provided
for redevelopment purposes and thc Redeveloper's investment in the Redevelopment and site
preparation will exceed 70%of the County's Assessor's current year's estimated market value for
the Redevelopment Property.
Section 10.1 l. T'crm c�f A�r�erneni. Except as specifically provided herein to the eontrary,
this Agreement shall expire as of the Tcrmination Date.
Section 10.12. ntent. 1�ho Parties hereto acknowledge that the modifications made in this
Agre.ement represent thc rnuti�ally agreed upon terms of a mediated settlemenl agreemeni e:itered into
hy the partie.a to settic the Litigation. The widerlying goal of these changes is to provide that the
Redeveloper and Lanci Owner shall own and operate the Minimum Improvements, incluciing the
Crrade Level Garage and Pedestrian and}3icycle L.obby,in��►ny manner they see fit.Furiher,the City
or Authority shall issue Note C, as defined in this Agreement, to Redeveloper in the amount of
$8,000,000. To the extent that any terms of this A�,�reement,as amended,conl7ict with these purposes,
the intent as stated in this Section 10.12 and thc tenns of lhe mediated settlement agreement shall
govern.
2s
izoao99s�i t
A-32
610761 v2BE295-315
IN WITNESS WHERGOF,the Authority and the City each has caused this Agreernent to
be duly executed in its name and behalf and the [.and Uwner and d�e Redeveloper each has caused
this Agreement to be duly executed in its name and behalf on or as of the date first above w7itten.
HOUSING AND REDEVELOPMENT
AUTHORITY�N AND FOR THE
Cl'I'Y nF HOPKINS
By�----
Jason Gadd ^
Its: Chair
By'--- - — --
Michael Mornson
lts: Executive Director
STATE OF MINNESOTA )
)SS.
COUNTY OF HENNEPIN )
'I'he foregoing instrument was acknowledged before me this _ day of ,
2019,by Jason Gadd and viichael Mornson,the Chait 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
�zoaa�95vit
A-33
610761v2BE295-315
CITY OF HOPKINS
By' _ _ __ --- --.._...----------
Jason Gadd
Its: Mayor
By:
Michael Mornson
Its: City �tanager
S'1'n'1'�OF MINNESOTA )
) SS.
COlJ1�TY OF I��?�'NEl'IN )
'1'he foregoing instrument was acknowledged before mc this day of _____
2019,by Jason Gadd and Michael Mornson,the Mayor and City Manager,respectively,of the City
of T lopkins,a municipal corporation under the laws of the state of Minnesota.
Notary Public ------ ��----�__.
DORAN 810 APARTI�IEN'fS,LLC
By ----- -
Kelly J. i�oran
Its: Chief Manager
S1'A"I'C OF MINNESOTA )
)SS.
COUNTY OF HFNi�]EPI'�! )
The foregoing instrumenl was acknowledged beforc me this„day of , 2019, by
Kelly J. Uoran,the Chief Manager ot l�oran 810 Apartments, LI,C,a Minnesota limited liability
company.
Notary Public
30
12044995vi1
A-34
610761v2BE295-315
DORAN 810, LLC
Iiv
. .__ --- --- ----..-_.-____
Kelly J. Doran
Its: Chief_'vianager
STATE OF MINNF.SOTA )
)SS.
COUNTY OF HE�INEPIN )
The foregoing instrument was acknowledged before rne this_day of , 2019, by
Kelly J, Doran,the Chief Manager of Doran 810, LLC, a Minnesota iimited liability company.
----- --____
'.`'otary Public
31
12044995v11
A-3 5
610761v2BE295-315
SCHEDULE A
Ilc�icrcic►piucnt s�nd Land O�+•ncr Pru�crt�•:
Tract A,Registered Land Survey No. 1856,Hennepin County,Minnesota
Tract B,Registered Land Survey No. 1856,Hennepin County,Minnesota
Cit�' I'roucrt�':
The southerly half of vacated 2nd Street South,dedicated in the plat of"West Minneapolis,"lying
between the southerly extensions of the east line and of thc west line of Block 13,said plat.
6I6446v3BE295•31S
12041995v11
A-36
610761v2BE295-315
scxEnuL�s
Additional Pcrmitted Encumbrances
(as of date of the Original Agreemeni)
1. 7�he lieri of real estate taxes and special asscssments, if any,due and payablc in 2017 and
thereafter.
2. Quit Claim Deed from the Housing and Redevelopment Authority of Hopkins,to Mibco-
K.F.,Inc.,dated November 13, 1973,recorded January 10, 1974,in the office ofthe County
Recorder as noc. No. 4062262, and recorded January l5, 1974, in the office of the
Registrar of Titles as Doc.No. ]096735,as amended by the Certificate of Completion and
Release of Forfciture,dated November 6, I 974,recorded I�'ovember 12, 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 Doc.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. 1096735; (See Doc. Nos.
1I25504 and 5234826).
3. The following,which appears as a memorial on Certificate of Title�Io. 296696: Hennepin
County State Aid Highway No. 3, Plat 16,recorded August 22, 1972, in the office of the
Registrar of Titles as Doc.No. 1042735.
4. Conditions contained in Ordinance 2015-1099 by the City of Hopkins, recorded January
2l,201 G,in the office of the County Recorder as Doc.No. 10279621,and recorded January
21,2016, in the office of the Registrar of Titles as Doc.I�o. 5321509.
5. Application for Certificate of Yossessory Title,recorded December 23, 2015,in the office
of the County Recordcr as Doc.No. 10270512,
As amended by Amended Application for Certificnte of Possessory Title reeorded February
17, 2016,in the office�f the County Recorder as Document No.A10287061.
b. Declaration dated January 20, 2016, rccorded February 5, 2016 as Document No.
A10284514 and recorded February 23, 2016 as Document No. T05329024 by Doran 810,
LLC, a M,innesota limited liability company, as Declarant, in favor of Nine :vIile Creek
Watershed District.
7. Right of reverter as evidcnced in Quit Claim lleed datcd February 4, 201G, recorded
February 5, 2016 as Document No. A10284513, by the City of Hopkins as Grantor and
Doran 810,LLC as Grantee.
GIG446v3BE295•315
]2044995v11
A-37
610761 v2BE295-315
8. City of Hopkins Resolution No, 2015-069 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 (Torrens).
]0, City of Hopkins Resolution No. 2015-086 recorded February 2, 201b,as Document No.
A102$2883(Abstract)and T5324426(Tonens).
11. City of Hopkins Ordinance To.2015-1102 recorded February 2,2016,as Document No.
A10282884(Abstract) and T5324427(Tonens).
12. Doran 810 Apartments, LLC as a tenant under an unrecorded ground lease as evidenced
by the Memorandum of Lease with Option to Purchase dated March ,2016,executed
by Doran 810 Partners, LLC, a Minnesota limited liability company and Doran S l0
Apartments,LLC,a Minnesota limited liability company.
13. Access Eascment Agreement dated March_,2016,by and between Doran 81 U,LLC and
the City of Hopkins.
14. No Build Easement dated March ,2016,by and betwcen Doran 810,LLC and the City
of Hopkins.
G I Crt48v3DE295-31 S
12044995v11
A-3 8
610761 v2BE295-315
SCHEDULE C-1
Form of Land Ovvner Notc
U'�ITED S'TATES OF A1-iERICA
S'1'ATE Or'MI:vNESOTA
COUNTY OF HENNEPI'�
HOUSII�G AND REDEVELOPMENT IN AND FOR
TIIE CITY OF HOPKINS
LIMITED REVENUE 1'AX INCREMENT NOTE
(DORAN 810 LLC NOTE)
5eries 201 A
The Housing and Redevelopinent Authority In and For the City of Hopkins, Minnesota
(the"Authority"), hereby acknowledges itsclf to be indebted and,for value receivcd,promises to
pay to the order of Doran 810,LLC,a Minnesota licnited liability company,or its permitted assigns
(the "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the
principal amount of this Note, being Dollars ($_ ) (the
"Yrincipal Amount"), said amount, together with interest as hereinafter described, to be paid,
without demand,commencing on August 1,201 _,and continuing on cach February 1 and August
I, thereafter to and including February 1, 20___ (ihe "Scheduled Payment Dates"). This Note is
the Note defined in that certain Development Agrecment dated as of , 2016,
between the Authority, the City of Hopkins, Doran 810 Apartments, LLC and thc Owner (the
"ContracY'). Interest at the rate of _percent( %)per annum(thc"Rate")
shal] accrue from the date of issuance of this Note and shall be added to thc Principal Amount on
each Scheduled Payment Date up to and including l,201_, From and after such
date simple non-compounding interest at the Rate shall accrue with respect to the Principal
Amount,as increased pursuant to the previous sentence,until the earlier of the date that this Note
is paid in full or terminated or the date of teimination of the Authority's Tax Increment�inancing
District To. 1-5 (The Moline)(the"District). Interest shall be computed on the basis of a 360-day
year of twclve(12)30-day months. The term of this Tote shall continue until the entire Principal
Amount of and interest on this Note has been paid,until this Notc is terminated in accordance with
the terms of the Contract,or until February 1,20,,whichever is earliest.
Each payment on this Note is payable in any coin or currency of the United States of
America wl�ich on the 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 mailed to the Owner at its postal address
within the United States which shall bc designated from time to time by the Owner.
The Note is a special and limited ubligation and not a general obligation of the Authority,
which has been issued by the Authority pursuant to and in full conformity with the Constitution
and laws of the State af Minnesota, including M innes�t• atutcs,Section 469.178,subdivision 4,
to aid in financing a"project",as therein defined,of the Authority consisting generaily of defraying
certain public redevelopment costs incurred and io be incurred by the Authority within and for the
bcncfit of its Redcvclopment Project No. 1 (the "Project"). Absent issuance of this Note, the
Owner would not have undertaken the Project and this No;e is necessary to reimburse the Owner
for the Qualified Costs as identified in the Contract. This I`ote is issued only after and to the extent
US.103746801.19
G:(ri48v3AE295•315
12044995v11
A-39
61076I v2BE295-315
the Authority has received reasonable evidence ttia# the applicable Qualified Costs have been
incurred by the Owner.
THIS :vOTE IS A LIMITED OBLIGATION OF THE AUTHOI2ITY ANll NOT A
DEBT OF THE CITY OF IIUPKiNS OR THE STATE OF:VIINNESOTA(THE"STATE"),
A:�1D h'EITHER TIiE CiTY, TIiE STATE rOR ANY POLITICAL SUBDIVISION
THEREOF SHAI,L BE LIABLE ON THE rOTE, �OR SHALL THIS V07'N: BE
PAYAIILE dUT OF ANY FIINDS OR PROPERTIES OTHER THAN THE AVAILABLF,
TAX IICREVTENT,AS DEFINED BELOW.
Thc Schcduled Payment of this Note due on any Scheduled Payment Date is payable solely
from ai�d only to li�e extent of Avail�ble Tax Incrennent less amounts of Available Tax Increment
owi►tg with respect to tlle Authority's I,irnitrd Revenue Tax Increment Note (Doran 810
Apa►7ments LLC Note) Series 20;_B as set forth in Section G.2(b) of the Contract. Available
`fax Inc:ement cansists of a portion of tl�e real property taxes receiv�d as tax incrernent by the
Authority with respect to the Au�h�rity's Tax Incrcrncnt Financing District No. I-5 (The Moline).
Available Tax Increment, with respc:ct to each Scheduled Yayment Date, shall have the meaning
given to such term in the Contract.
This Note is issued in one denomination.
The Authority sha11 not be in default under this Notc for failure to make a payment under
this:�Iote and no interest shall accrue with respect to such payment not made until a date ten(10)
days after the A��thority receives written demand for such paymcnt from the Owner;provided,ihat
the Authc,rity shal l endeavor to make all paymcnts when due or as soon as possible aftei receipt of
the Owner's written demand.
?he Authority shall pay on each Scheduled Payment Date to the Owner the Available Tax
Increment. Payment shall be first applied to accrued interest and then to the Prin�ip�il Amount.
No interest shall accrue with cespect to unpaid interest on a Schedulecl Paytneni Date, Jf not
terminated sooner pursuani to the terms of this Vote or the Contracl, on Fehruary l, 2U_, thc
Authority's payment obligations under this Note shall terminate and this Note shall no longer be
an obligation of the Authority.
Thc Authority's obligations herein are s��bjoct to the terms and conditions of the C�nU'act.
5ttbject to Section 9.2 of the Contract, tlic Authority's p�yment oblibatious hereunder shfill he
suspended and tliis Nute may bc temlinnted by the Authority upon lhe �ccui7�ence of an Fvent ol�
Defdult as provicled ii�Section 9,1 uf the Contrucl,which Contract is incorPorated herein and m�tde
:i Uarl licreuf Uy refercucc. Upon such termination, the At�thority's ahligations to rnake further
Uaytnunts hereunder shall be d:schar6ed. Such termination may be accomplished by the
AutLui ity's giving oi'written notice to the then registered owner of this Note, as shown on the
books of thc Authority.
This Note shall not be payable from or constitute a charge upon any funds ofthe Authority,
and the Antharity shall not be subject to any liability hereon or be dee�ned to have obligated itself
to pay iie►-�on from any funds exc�pt the Available Tax Increment,a��d then only to d�e extent and
in the manner herein specified.
US.103746801.19
G 1 G448v3 BF,295-3 S 5
12044995v11
A-40
610761 v2BE295-315
The Owner shall ncver 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 neither the Authority nor any
director, commissioner, council membcr, board member, ofiicer, employee or agent of the
Authority, tior any person exccuting or registering this I�'ote shall be liable personally hereon by
reason of the issuance or registration hereof or otherwise.
This Note shall not be transferable or assignable,in whole or in part,by the Owner without
thc prior written consent of the Auihority, which consent shall not be unreasonably withheld or
deiayed.
1'his I�ote is issued pursuant to Resolurion No. of the Authority and is entitled to the
benefits thereof,which resolution is incorporated herein by reference.
IT IS HEItEBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done,to have happened,and
to be pe:fom�ed�recedent to and in the issuance of this Note have been done,have happened, and
liave been perfotined in regular arxl dt�c from, time,and manner as required by law; and that this
Note. to�ether with all other indeY:tedness of ihe Autllority outstanding on the date hereof and on
the date of iis actual issuance anc�delivery, does not cause the indebtedness of the Authority to
exceed any constitutional or statutory limitation thereon.
IN WITNGSS WIIE[tEOF, the Housing and Redevelopment .Authority In and For the
City of Hopkins, by its Commissioners, has caused this Note to be executed by the marnial
si��atures of ilie Chair and the Executive Director of the Authority and has caused this Note to be
dated _• 2�1 J•
US.103746801.19
G 1 G448v3 BE295•315
12044995vi1
A-41
610761v2BE295-315
SCHEDULE G2
Form of Redeveloper Nutc
U1�ITED STATES OF AMERICA
STATE OF MI'_YNESOTA
COUNTY OF IIENNEPIN
HOUSIhG AND REDEVELOPMENT IN AND FOR
THE CITY OF HOPKI'.VS
LIMITED REVENUE TAX INCREME'.VT NOTE
(DORA!�'$10 APARTMENTS LLC NOTE)
Series 201 8
The Housing and Rcdevelopment Authority In and For thc City of Hopkins, Minnesota
(thc"Authority"), hereby acknowicdges itself to be indebted and, for value received,promises to
pay to the order of Doran 810 Apartments, I.LC, a Miru�esota limited liabitity company, or its
permitted assigns(the"Owner"),solely from the source,to the extent and in the manner hereinafter
provided,the principal amount of this Note,being __. ____Dollars($ _�
(thc"Principal ArnounY'),said amount,together with interest as hereinafter described,to be paid,
without demand,commencing on August 1,2Q1_,and continuing on each February 1 and August
1, thereafter to and including February l, ZO_ (the "Scheduled Payment Dates"). This Note is
the Nate 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 Uate up to and including ___ 1, 201^, From and after such date
simple non-compounding interest at the Rate shall accruc with respect to the Principal Amount,as
increasetl pursuant to the previous sentence, until the earlier of the date that this Note is paid in
full or terminated or the datc of termination of thc Authority's Tax Increment Financing District
No. i-5 (The:Vloline)(the"District). Interest shall be computed on the basis of a 360-day year of
twelve(12)30-day months. The term of this Note shall continue until the cntire Principal Amount
of and interest on this Notc has been paid, until this Note is terminated in accordance with the
terms of the Contract,or until February 1, 20_,�vhichever is earliest.
Each payment on this Note is payable in any coi►i or currency of tl�c United States of
America which on the date of such payme�it is legal tendcr for public and private debts and shall
be made by check or draft made payable to the Owner and mailed to thc Owner at its postal address
within the United States whicli shall be designated from time to timc by the Owner.
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 Constitution
and iaws of the Siate of Minnesota,incluc�ing Miiin�s���;i St,i ute', Section 469.178, subdivision 4,
to aid in financing a"project",as therein defined,ofthe Authority consisting generally of defraying
ccrtain public redevelopment costs incurred and to be incurred by the Authority within and for the
bcnefit of its Redevclopmcnt Project No. l (the "Project"). Absent issuance of this Note, the
Owner would not have undertaken the Project and this Note is necessary to reimburse the Owner
for the Qualifred Costs as identificd in the Contract. This Note is issued only after and to the extent
US.103746801.19
61G448v3D£295-315
I2044995v11
A-42
610761 v2BE295-315
the Authority has rc;ccived reasonable cvidence that the applicablc Qualified Costs have been
incurred by the Owner. �
'1'HIS NOTE IS A LIMITED OBI,IGATIO_V OF THE AIJTHUltIT'Y AND TOT A
D�BT OF TII�CITY OF HOPKINS OR THE STA1'E OF:�1INNESOTA(THE"STATE"),
A:VU nEITIiER THG CITY, THE STATE NOR ANY POLITICAL StiBDiV1SIOV
THER�OF SHALL BE LIABLE Uti THE NOTE, NOR SHALL TH1S NOTE RE
PAYABT.E OiJT OF ANY FUT'DS OR PROPERTIES OTHER THAV THE AVAILABLE
TAX INCRrA�Eh'T,AS DEFINED BELOW.
The Scheduled Payment of this Note due on any Scheduled Payment Date is payable solely
from and only to the extent of Availablc Tax Increment less amounts of Available Tax lncrement
owing with respcct to the Authority's Limited Revenue Tax Tncrement Note (Doran 810 LLC
Note) Series 201 A as set foreh in Section 6.2(b) of the Contract. Available Tax Increment
consists of a portion of the real property taxes received as tax increment by the Authority with
respect to the Authority's Tax Increment Financing District No. 1-5 (The Moline). Available Tax
Increment, ��vith 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 default undcr this Note for failure to make a payment under
this Note and no interest shail accrue with respect to such payment not made until a date ten(10)
days after the Authority receives written demand for such payment from the Owner;provided,that
the Authority shall endeavor to make all payments w�hen due or as soon as possible after receipt of
the Owner's written demand.
The Authority shall pay on cach Scheduled Payrnent Datc to the Owner the Available Tax
Increment. Payment shall be first applied to accrued interest and then to the Principal Amount.
I�o intcrest shall accrue with respect to unpaid interest on a Scheduled Payment Date. If not
terminatcd sooner pursuant to the terms of this Note or the Contract, on Febn�ary 1, 20_, the
Authority's paymcnt obligations under this'�Iote shall tem►inate and this Note shall no longer be
an obligation of the Authority.
The Autlivrity's obligations hcrcin are subject to the terms and conditions of the Coniract.
Subject to Sertion 9.2 of thc Contract, the Authority's payment obligations hereimdcr shall be
suspended and this Note may be terminated by the Authority upon Qie accurrence of an Evccit of
Default as provided'an Section 9.I of the Contract,which Contract is incorporated tierein and made
a part hcrcof by rcfcrence. Upon such termination, the Authority's obligations tci make further
p�ymciits hereunder shall be dscharged. Such termination may be accornplished by tl�e
Author�ty's giving of written not:ce to thc then rcEi�te,red owner of this Note, as shown on the
books of the Authority.
77iis Note shall not be payable from or constitute a charge upon any funds of the Authority,
and the Authority shall not be subject to any liability hcreon or be deemed to have obligated itself
to pay hereon from any fi�nds except the Available Tax Increment,and then only to the extent and
in the manner herein specified.
US.]03746801.19
G16446v3DL295-315
12044995v1!
A-43
610761 v2BE295-315
The Owner shall never have or bc deemed to have the right to compel any exercise of any
taxii�g powez of the Authority or of any other public body, and neither the Authority nor any
director, commissioner, council member, board member, officer, employee or a�;ent of the
Authority, nor any person cxecuting or registering this Note shall be liable personally hereon by
reason of the issuance or registration hereof or othervvise.
This I�ote shall not be transferable or assignable,in whole or in part,by the Owner without
the prior written consent of the Authority, which consent shall not be unreasonably withheld or
dclayed.
This Note is issued pursuant to Resolution No. of the Authority and is entitled to the
benefits thereof,which resolution is incorporated herein by reference.
IT 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 he performed precedent to and in the issuance of this Note have been done,have happened,and
have been performed in regular and due from,timc,and manner as required by law;and that this
Note, together with all other indebtedness of the Autt�ority 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 Redevelopment Authority In and For the
City of Hopkins, by its Commissioners, has caused this Note to be exccuted by the manual
signatures of the Chair and the Executive Director of the Authority and has caused this Note to be
dated ---_____._,2 _
.
US.103'746841.19
6]Gaa8v3BF,295-3 I 5
1204e995v11
A-44
610761 v2BE295-315
SCHEDULE D
Access Easement Agreement
US.103746801.I 9
GIG44lSv3BL295-315
1204499Sv11
A-45
610761v2B E295-315
SCHEDliLE E
(Intentionally Omitted)
ti 5.103746801.19
G1G448v3BE295•315
1204499Sv11
A-46
610761 v2BE295-315
SCHEDULE F
Site Plan
,sr sn��-sam� ' �
i ,,/ : • _. . -. . �
. I I +f� �; �I , i - '
_. T\�i� � 1 � t ' 'r;,'-- *`- -'=•-- � �- — � �� ' �..
, ��;� i ��f'� I � L � —' �•i �•�i..I.�� ��.� � '+t.�c.'�u� `) � � i
4 � ' �' a.` 1 -_ +,. ... . r �
:' � ( ' i
� �I � � I���;�- - --_J I . . � i �i I � , l i
� M � I � I
� �: � �
� f � ���+ � � '- . _ , , . _� ` '" ! I �' � '
i � � �'_ i ' � j i _' 1=_ '�,:�� � � I � " �
i � ' 1� .'..� I _ • f � �
� �( ( �(� l�'� 1 ' ,_ i- �-_ r:�.� I � � �� � �
` ��I � I;i� II ; i Y iROFOSED AVARTME9T BUILDINO- I - �}t� I 'I I �I / i
I � .�i i _ . . . C•��n�.�2AlU'.pi- o�um;�ir�u •:i�� ) ��� � i
' � ��, � , H ! w���u ��_ I nun���in � I y I ' �
1 I I I � � — . " reaan.o:se�iµu , �i.ec�m ���,�' �
� � . i i n + �+ ���..yl�yu F -. :.t ' ' i � � � .
� � � ;r aeWNUuni � � n'• ;! �
f� ��� ' �� ����� i _ _ ` � �����ws.u� � , . � ,• � '�� I !
� �,.� R�..��M �
� � > �l!'�� j ~�_ .. 1�: � _ •_ _ _ f_ li�.,;�, � 4� � I�i ,
I � I i � I, _ .. �� I - — i — � �t:i':i. -1 I i,� j r� �
i + 1 _. [� ` I .. � r ���At �t'.� � �� � � �' I
I , � I I'' � � r _ I w j .r`• � ��,,: � I I � '' �
� � I� � .� „•�� �+� _ t:' � � (
'i '+ � �.. I _ r��.. _ —� — '"'"'� ..i::: ���� J r I � I I
� . - .;, . , � ,
� .� ;� • I"�.� __ - �� ! ►on,bi«K� y-f-; ,;•,,:�,;;:������ = �^ �, ,
I ,a �'.1 1. .I I �
? I ,� . I ��t. I • '--��'� I «._ � �. aw- '' I� � �
; � �� I ��•� ' �-.` _M�; I _.� F ;. I .._ . I � 1 �_. ,.
�i � , � I i, ; , -y �' � _.�T� ' ; :. � I yt I ._.
� I � ��� =—� � � ,
� �-P� ��sW�:
� ' � ,� „ ..�u��„�-- i
' �! ,� ', ,);� :_ " � � � �f�� .�,.o�» , o . �� .
i ►� - �- ----- - `• � - — - •
�� �. -- _ � ,
� � 1 '" ;� �.f: i , " . � -w �;-�� -
, � ` � .� ,__ �:�. ,
I'� M I \
I � � /i...� `^'w I . . s _ . -...
1 11 I 1 II II L '�' �` trT'.�^ I �l ��\•.1 � �`.I '��� M1
I, i �1' 1 �' �� I 41� + 1`��1 �� , ' � � /
I.� .. ' J � �' � I —� ,`I� �„\ /�1' { . ' ' , •
� /� {
� II + �'��.1 �•'�� _ '±�i 'w rM�• ��\���`'� �•./ ✓ .. "• ... ' � . . n�.' � 1
�i J,I.. �_� � � .c�"�l� _ .�t'° . . " 9�,►� ��V , � i
LI , ' ' , ' . �� ' K��` ..' '
,�_ ,.j r_' (A i
'`: .�'' �i�'• :,• � �ypHP , ,�� '. , �.��
BO , , • , ����rY � �
`r, ��— I____.. .. ,Fx�.� —. _ ��_� . � ., ,
US.103746801.19
61G446v3[iE293-315
l2044995vi1
A-47
610761 v2BE295-315
SCHEDLLE G
(Intentionally Omitted)
US.103746801.19
61G448v3BE295-315
12044995v11
A-48
610761v2BE295-315
SCHEDULE H
(Intentionaily Omitted)
l)S.10374G801.19
G1G946v38E295•313
12U4G995v11
A-49
610761v2BE295-315
SCHEDTiLE I
(Intentionaily Omitted)
US.103746801.19
GIG448v3BE295•315
12044995v11
A-50
610761v2BE295-315
SCHEDULEJ
Development Pro Forma
�= EHLERS
i .�,:�. , �.�,<<� „�.,.:.,_�
City of Hopkins
The Moline
239 Apartment Units
SOURCES
_--__ _-------- _---- ----- __—
.i.nil�i
Devetoper Financinp-Series A 37,451,500 G3.Ci84'o
Developer Financing-Series B-TIF Note b,oD0,OD0 8.4996
Developer Equity 5,890,000 10.0096
Subtotal ��,341,600 82[l'!95
CM,qp 6,WO,U00 10.19%
MeUo Tra�sit 3,058,500 5.1996
City Matth 1,500,000 2.5596
Subtotal 10,SSII,500 17.9396
TOTAL SOURCES 68.900,000 ___ 100.OD°/.
. ___ _ _ _ _ - —_ _ -- ---- —— _
USES
Acq�isi�on 3,[�Gi,OJO G549'� 16,113
Construction 48,040,575 81.58�6 201,00T
Professional Servlces 3,818,600 6.46% 16,977
Financing Costs 1,722,228 2.92% 7,208
Re:d[sqtc Taxes 181,700 Q2746 677
Devclopei Fee 1,'l00,000 1.87% 4,803
Miscetlaneous 205,999 0.3516 862
TOTAL USES 60,900,000 Y46.44d
Note: TAls/s a summ�ry ot the devslopment prolorme entl th�deh+lfsd ons 7s!RR Ana ysls 2-23-1i-F1NAL FOR DEVElOPMENT
AGREEiNENT ON Fib at Ehten
US.103746801.19
G1N146v38E295-315
12o1a995v11
A-51
610761v2BE295-315
��'`;= EHLERS
IIA7fR.^.Itr 1t�1•.tlt it'IAIi'f
Clty of Hopklns
The Mollne
239 Apartment Units
Income-_ -
�... � � xi�._�� ._ , -
Rent 399,090 238 54,791,480 237,201 5168
Ottut Income S790,300
t3ross Revenua 34?�31,796
VDcancy Loss�Units 5% ($239,574)
VncancyLoss-Other 5'h (S9.51�
�
Ex�enso� �. _�
!� �' ��`v�
�o
OperaUng Costs 38�6,a`JO 53�ic�
Management and(hher Costs Sfi53,4111 5:4.R:+1
TotalEx ensns 51,770,901 f7.410
. �
.,
Nole: Thls!s a st+mmsry of Va tltwlopmenf pro(orma�nU the delalNd one Is/RR Anafyals T-2J-16•FINAL FOR
DEVELOPMEM7 AGREEMENT ON Fll��f EIUen
us.io3�a6sor.�9
61(iM1ABv38E295-315
12044995vi1
A-52
610761v2BE295-315
R"o . �� a. � - � ' S.�? �I���.[�:.
�- _ � ,,�,'
oE s�d � iE; •a :;5 ��c � -�.
. ;. .. �I
�� �E�~ � ,p s_� �r����tG���
�F SC� '�I I€J ' �;� �i
5 � � # ;�, ��y +�] `I E'
ec ' .,. ,. �. � : .
� ( � o � �t ';,
� B� r� � y{ �= b�fj3���'�7
� a f e�'p �, S: � -{ ,�f �°�. �. '<.
o�• �N� 'i Y+ � �°'� � K�� '�^
R NF —`� �' ti �r. � f;M �- .,^ �,I
RE Mq x rX �� ��i� c�f`-.I�E's�
�f y �c^� c ti .�S ;'�f►f R�r�.� .
�A r.6 6 r ���.'�•�i� Ii�i},I - �:
� v�
oL ��0 � '�' �{�rA!'^_�
M�. r �I� ���: n �
� e� B�r f �� ���1�IH���!
.,r � St � �, ;:�:!j �Ci ..
++ �, .�. ,
� �i sr� : r� ��:����'�
a ,,
§r �:^a g t n���� �-� -
�� g,-� � � ' _ :,����.,-�
�. . �� ,.�
a 7� [ �
� �p� , w wq + �O ���'�11�!
zs ��� F A � Z� o.�.: �n
vi1.d d .r�- �. :1 �I' (
�� �r� � ^ ' ,i�J�����'� ~ !
u t �.:.J"�• ■
e � 1 i F� �� "" .
�5 ��^ � � �b�{� Y �` ' ~ a
� �q ��� � � � '�"'�' "?��.�I�r �
., - . � :�'�` �
s ��� � '_�� !:�i u��'I!!.,'
eP, �k. �e p 't i,'.� r 't� •i� .�o'� �� �
� R � �� pR :;����t �'
� 7. ��
. ''I � �
t�
a �r .S
s ,x �•,- �:r E��f 4
@E 0 9 �, � :. xz�:,7 �
: . " � •.� .:�:I ' _ �
tf R � x �. �C�:', 'C�r
88�t� g � � � _ ' ak: �,.�'w �
�NNei~ ' N e N �I ' !
{ i I �
i
i� `
�� I f� �
� ,_�:, .
a � ��x��h K.
. ,z i p�?' I
o $ i�y' _��'I1 s .:� •
�E: �' E � ,� '�;� � �;�:;.•!�` :1� �
�°:� j a� ,�a � .,�,� �;�� I
�t � � �. � pi`.n i�� r r
k,���i Y��� Y�'�� „' g. �e'p, �����'b 1�. #
4� �f s
���A. .� �� � �b � � Y��� ����;�� j �
L'S.]03746801.19
G1G448v3BE2J5-315
12D44995v11
A-53
610761v2BE295-315