HomeMy WebLinkAboutAgenda_2023_3_20_Meeting(944)
Meeng Locaon:
Farmington C ity H all
430 T hird Street
Farmington, M N 55024
E C O N O M I C D E V E LO P M E NT AU T H O R I T Y R E G U L A R M E E T I NG A G E NDA
M arch 20, 2023
5:00 PM
1.C A L L TO O R D E R
2.P L E D G E O F A L L EG I A N C E
3.R O L L C A L L
4.A P P R OV E A G E N DA
5.C I T I Z E N S C O M M E N TS
6.C O N S E N T A G E N DA
(a)A pprove February 21, 2023, E DA M ee ng Minutes
(b)A pprove and Execute Licens e A greement with A rvig Enterprises , I nc.
(c)Monthly F inancial S tatement
7.P U B L I C H E A R I N G S
8.D I S C U S S I O N I T E M S
(a)A pprove C ontract for P rivate D evelopment - Tax I ncrement F inancing D istrict No. 15 -
Ebert D owntown H ous ing
(b)Micro G rant P rogram D is cus s ion - C O N T I N UAT I O N
(c)2023 E DA Work P lan - C O N T I N UAT I O N
9.D I R EC TO R 'S R E P O R T
(a)D irector's Report
10.A D J O U R N
TO :Economic D evelopment A uthority
F R O M :Cynthia M uller, A dminis trave A ssistant
S U B J EC T:A pprove February 21, 2023, E DA M eeng Minutes
DATE:March 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
P lease find a#ached the meeng minutes from the February 21, 2023, E DA meeng.
A C T I O N R EQ U E S T E D
A pprove the February 21, 2023, E DA minutes .
AT TA C H M E N TS :
Type D es cripon
Exhibit Meeng M inutes
MINUTES
ECONOMIC DEVELOPMENT AUTHORITY
Regular Meeting
February 21, 2023
1. CALL TO ORDER
The meeting was called to order by Chair Wilson at 5:00 p.m.
Members Present: Wilson, Bernatz, Hoyt, Porter
Members Absent: Lien
Also Present: Lynn Gorski, City Administrator; Deanna Kuennen, Community
Development Director; John Powell, Public Works Director
2. PLEDGE OF ALLEGIANCE
3. ROLL CALL
4. APPROVE AGENDA
MOTION by Porter, second by Hoyt to approve the agenda. APIF, MOTION CARRIED.
5. CITIZEN COMMENTS/PRESENTATIONS
Ms. Pam Heikkila, Heikkila Studios, spoke regarding the apartment project planned for
310 Third Street. She has yet to find anyone in favor of this project. We do need
apartments in Farmington, but not downtown. Comments she has heard involve
concern the project is being pushed through.
1. Farmington is already at full capacity for commercial businesses downtown. Talk to
Edward Jones, Weng’s, Verizon etc. they are being displaced.
2. We need a broader tax base immediately. It will be years before we get full taxes
from this space. This is corporate welfare.
3. It sends a strong message to other businesses that they are not being heard. Staff
needs to get out and be face-to-face with business owners. The wealth of
Farmington is being given to outside entities. To sell a portion of Second Street for
$1 is unthinkable. This is highly detrimental to future business.
4. We don’t want the same 100 people to bring life to the community. If it were
commercial, we would see 100 new people every day.
She is asking the EDA to pause.
Ms. Muriah Blanchard stated she has purchased the State Bank building and will be
opening a coffee shop. It will be tailored to young people and families. This is next door
to the project and was concerned with parking in the area.
6. CONSENT AGENDA
MOTION by Hoyt, second by Bernatz to approve the Consent Agenda as follows:
a) Approved August 15, 2022, EDA Minutes
b) Approved January 17, 2023, EDA Minutes
c) Approved Annual Organizational Matter – EDA
EDA Minutes (Regular)
February 21, 2023
Page 2
d) Received Monthly Financial Statement
APIF, MOTION CARRIED.
7. PUBLIC HEARINGS
8. DISCUSSION ITEMS
a) Appointment of 2023 EDA Chair and Vice Chair
Steve Wilson would like to continue to serve as chair. Member Porter seconded
his request to remain as chair.
Member Hoyt nominated and Chair Wilson seconded to nominate Member
Porter as vice-chair.
MOTION by Porter, second by Wilson to accept the nominations for Wilson as
Chair and Porter as Vice Chair. APIF, MOTION CARRIED.
MOTION by Hoyt, second by Bernatz to approve the Dakota County Tribune as
the official newspaper, the meeting schedule and Deanna Kuennen as
Secretary/Treasurer. APIF, MOTION CARRIED.
b) Consider Approval of Tax Increment Financing (TIF) Plan and Establishment of
TIF District No. 15 – Ebert Downtown Housing
This item was to discuss the TIF plan, not the specific package for the developer.
Mr. Jason Aarsvold, Ehlers, explained this is to create TIF Plan District 15. It will
be 74-unit market-rate apartments. This is a $20 million project. TIF is being
requested because the developer can’t raise enough funds for the project. The
TIF request is for $2 million over 26 years. The actual TIF agreed upon will be
$1,750,000 over 20 years.
The plan sets forth the policy objectives, geographic location of the project,
maximum budget authorized for TIF revenues and expenses. The TIF Planning
document allows for the creation of the TIF district. It does not approve
assistance to the developer.
The project location is 310 Third Street with some adjacent right-of-way and
parking area along Second Street. This plan will establish a Redevelopment Tax
Increment Financing District. It qualifies for this type of TIF based on the current
site and building conditions. The maximum budget is $7.09 million based on a
$14.8 million project value. It includes 3% for inflation and 5% interest over the
full 26 years. The actual assistance will be $1,750,000 over 20 years. There will
be pay-as-you-go payments to the developer coming from TIF funds only. The
budget also includes a 10% allowance for city administrative costs.
The analysis shows the project costs and financing meet industry standards. The
projected rents are consistent with a third -party market study. The project does
show a need for assistance to achieve feasibility. The projected return on
investment with 26 years of TIF is higher than the standar d. Therefore, the TIF
note was reduced to $1,750,000. Project repayment is within 20 years. The
yield on cost over the term of the assistance averages 6.6%. The analysis and
EDA Minutes (Regular)
February 21, 2023
Page 3
negotiations confirm assistance is necessary for financial feasibility but is not
over subsidizing the project.
The EDA will approve the TIF district tonight. Also tonight, the City Council will
hold a public hearing to approve the TIF district. We still need to approve the TIF
agreement to forward direct assistance to the developer on March 20, 2023.
Certification of the district has to be done before June 30, 2023.
Member Porter asked for a breakdown of the $7.09 million budget. Mr.
Aarsvold explained sources of revenue include the tax increment and interest.
Expenses include land/building acquisition, site improvements/preparation,
utilities, other qualifying improvements, 10% in administrative costs.
Director Kuennen asked Mr. Aarsvold to clarify what the increments are used
for. They are spent on costs to redevelop the property such as demolition, site
improvements, foundation, parking, etc. The TIF agreement will be very specific
as to what the increments will be used for. Director Kuennen added with pay -as-
you-go payments, the developer has to upfront the costs.
Chair Wilson clarified the businesses Ms. Heikkila mentioned are not in this area
and they are not being displaced. He noted there are $1 million in code
deficiencies in the current building. If it stays as a commercial use, what is the
likelihood of receiving a request for assistance. Mr. Aarsvold noted that is hard
to say. Commercial is typically a one-story building. Once a TIF district is
created, there can be any use. Potential valuation is how some portion of the
taxes gets pulled into fiscal disparities.
Member Bernatz asked how long the property has been empty and considered
for redevelopment? Mayor Hoyt recalled about five years. Member Bernatz
asked if establishment of a TIF district will invite others in? Director Kuennen
explained as a community, developers will want to know where we stand on
using the tools available to us. The city has not established a TIF district since
2016. Mr. Aarsvold added that message is the most important. Director
Kuennen noted TIF is not a one size fits all. If it were a different project, the
analysis and everything would be different. Chair Wilson stated for 20 years he
has wanted something better at that corner and now we have it. We have not
had a developer with a plan for the whole area. MOTION by Hoyt, second by
Porter to adopted RESOLUTION R01-23 adopting a modification to the
redevelopment plan for the Downtown Redevelopment Project, establishing a
Tax Increment Financing District No. 15 – Ebert Downtown Housing therein,
adopting a Tax Increment Financing Plan therefore and accepting transfer of
authority from the City of Farmington. APIF, MOTION CARRIED.
c) Consider Authorizing Interfund Loan in Connection with TIF No. 15
The EDA has incurred qualified costs as part of the establishment of the TIF
district that are deemed eligible to be reimbursed from tax increments from that
EDA Minutes (Regular)
February 21, 2023
Page 4
district. It is recommended an interfund loan be authorized in the amount of
$120,000 with an interest rate of 5%. The EDA may determine at any time to
forgive all or a potion of the outstanding principal amount and accrued interest
on the interfund loan and not use the tax increments to reimburse itself for
qualifying and eligible expenses. MOTION by Porter, second by Bernatz to adopt
RESOLUTION R02-23 authorizing an interfund loan for certain costs in
connection with TIF District No. 15. APIF, MOTION CARRIED.
d) 2022 Year End Report – Open to Business/MCCD
Staff has met monthly with the Open to Business representative to discuss
business referrals, business leads, status of projects and different trainings that
they would be offering. This program enables entrepreneurs to have access to a
business counselor for a new business or current business. In 2022, 16
Farmington businesses connected with Open to Business and 17 residents –
representing about a 50-50 split between start up and existing businesses
seeking technical assistance or capital. There are additional ways we can
leverage this assistance through the contract. Dakota County pays for half of the
costs of services through the CDA. There is no cost to the business.
e) Approval of Sponsorship Agreement with the Minnesota Real Estate Journal
(MREJ)
In January, staff requested reallocating funds within the existing EDA budget to
provide funding for marketing initiatives. This would allow staff to be more
impactful with business growth and leveraging relationships to market
Farmington. For $7500, we could work with MREJ to have:
- Ads – MREJ team will work with Farmington to develop rotating
advertisement suite to be included in the print publications.
- Banner ads on the MREJ website from time to time.
- Editorial Opportunities – no limit on the number of articles that can be sent
in to be included in online and print publications
- Booth at events where Farmington is a sponsor (4 summits/conferences plus
1 networking event)
- List of attendees from events where Farmington is a sponsor
- Speaking opportunities
- Free passes to events
Member Bernatz asked if there is staff available to do the work? Director
Kuennen stated the new Economic Development Coordinator and the Director
will present and attend meetings. We would partner with the Communications
Specialist on articles. Its name recognition, being present consistently at events.
If we don’t do the follow-up, we can’t expect outcomes. MOTION by Hoyt,
second by Porter to approve the sponsorship agreement with the MREJ and
authorize the Executive Director to execute the contract. APIF, MOTION
CARRIED.
EDA Minutes (Regular)
February 21, 2023
Page 5
f) Micro Grant Program Discussion
In January, the EDA discussed pausing the redevelopment and façade grant
programs and funneling those funds towards a micro grant to meet needs of the
businesses. The micro grant would:
- Purpose: Provide support to grow and expand the small business community
in Farmington.
- Criteria: Business must be located within the City of Farmington city limits
and
o Been operational for at least 12 months
o Be able to articulate/demonstrate a specific project and need for
funding
o Provide written estimates for products/services outlined in the
application
o Have a written business plan
o Demonstrate working with (or have worked with) a bu siness coaching
agency such as MCCD/Open to Business, SBA, or Small Business
Development Center prior to requesting a micro grant
- Grant Amount: Up to $2500. Grant applications accepted on a rolling basis.
A business may apply more than once, but can only have one grant at a time
and the maximum amount to be received by a single business is $5,000.
o A 50% cash match is required.
o A personal guarantee will be required to ensure that funds are spent
as outlined in the application.
- Total Available Funding: Round 1: $25,000
- Ineligible Business: Nonprofits, gambling organizations, lending or
investment, land and property held for sale.
- Ineligible Projects: Management fees, financing costs, franchise fees, debt
consolidation.
- Example of Eligible Projects: Signage, point-of-sale system, website
upgrades, social media consultation, building improvements/repairs (with
property owner consent), etc.
- Timeline: All projects must be completed within 12 months of receiving the
grant.
- Review: Applications will be reviewed based on how well the applicant
defines their intended project goals, anticipated outcomes, need for funding,
and impact of micro-grant. The EDA will make all final grant awards.
Guidelines will be established for application submittal. This is not for just brick
and mortar businesses, but they do need to be registered with the secretary of
state. This is not a reimbursement program, as the business doesn’t have the
funds, but we will be asking for guarantee documents upfront.
Mayor Hoyt suggested adding upon acceptance and issuance of the grant, failure
to complete the project would result in exemption from the program for five
years. Director Kuennen agreed, we could add language that if the business
defaulted, they would not be eligible for five years.
EDA Minutes (Regular)
February 21, 2023
Page 6
Member Bernatz asked if we have people in the grant pool for the
redevelopment or façade grants. Director Kuennen noted there is one business
interested in new windows. Member Bernatz asked if the funds in the micro
grant are similar to the amounts that were available in the other programs.
Director Kuennen replied the micro grant is less. The façade grant was $5,000.
Member Bernatz asked if a business can be approved for two grants at a time
and how frequently can they apply? Director Kuennen noted we need to
establish that, but suggested no more than two per year.
Members agreed with the program in general. Vetting h appens before coming
to the EDA to keep the EDA at a policy level. This will be brought back to the
March EDA meeting for discussion.
g) 2023 EDA Work Plan
This will be brought back to the March EDA meeting.
9. DIRECTOR’S REPORT
Director Kuennen has been in discussions with a hotel. To update the current hotel
study would cost about $10,000 and funds are available.
10. ADJOURN
MOTION by Bernatz, second by Porter to adjourn at 6:51 p.m. APIF, MOTION CARRIED.
Respectfully submitted,
Cynthia Muller
Cynthia Muller
Administrative Assistant
TO :Economic D evelopment A uthority
F R O M :Jared Johnson, P lanning C oordinator
S U B J EC T:A pprove and Execute Licens e A greement with A rvig Enterprises , I nc.
DATE:March 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
A rvig, a company that offers fiber op'c s ervices , w as granted a condi'onal us e permit (C U P ) by the
P lanning C ommis s ion on M arch 14th to construct a 336 s quar e-foot u'lity hut at 5000 208th S treet W.
There is an exis 'ng fiber op'c line at the end of 208th S tr eet W in which A rv ig can connect into.
H owever, there is a narrow 16.5 -foot-w ide s trip of land ow ned by the E D A in betw een 2 0 8 th S treet W
and the s ubj ect property that prohibits A rv ig hav ing direct access to the connec'on at 208th S treet W.
A s a condi'on of appr oval for the C U P, a license agreement needs to be approv ed and executed with the
E DA for A rvig to acces s and place fiber op'c through the E DA owned land.
A C T I O N R EQ U E S T E D
A pprove and execute the a8ached licens e agreement gran'ng A rvig acces s through an E DA owned parcel
iden'fied as P I D 14-25851-00-030. The a8ached license agreement was review ed by the city a8orney
and is modeled a9er a s imilar agreement executed with X cel Energy in 2005 for the same E DA parcel.
AT TA C H M E N TS :
Type D es crip'on
Backup M aterial Licens e A greement
Backup M aterial S ite P lans
Backup M aterial 5000 208th S treet W
Backup M aterial E DA Land
1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (“Agreement”) is made as of the ____ day of
______________, by and between the FARMINGTON ECONOMIC
DEVELOPMENT AUTHORITY, a public body corporate and politic under the
laws of the State of Minnesota, (“EDA”), and ARVIG ENTERPRISES, INC., a
Minnesota corporation (“Licensee”).
RECITALS:
WHEREAS, the EDA, as sole successor to the Farmington Housing and
Redevelopment Authority, is fee owner of property located in Dakota County,
Minnesota legally described and depicted on the attached Exhibit A (“Property”);
and
WHEREAS, Licensee proposes to construct a line of fiber optic branch through the
Property and onto a neighboring parcel to facilitate the expansion of Licensee’s internet
services; and
WHEREAS, the EDA is willing, subject to the terms, covenants, and conditions set
forth in this Agreement, to grant to Licensee a license to install a fiber optic branch on
the Property, and Licensee desires to license subject to the terms, covenants, and
conditions of this Agreement.
NOW THEREFORE, in consideration of the foregoing, and of the promises and
covenants contained in this Agreement, the parties agree as follows:
1. SCOPE OF LICENSE. The EDA hereby grants to Licensee a non-exclusive basis
the right to use the Property. This license agreement authorizes Licensee to use the
Property in accordance with the terms of this Agreement to extend Licensee’s fiber
network.
2. EFFECTIVE DATE AND TERM. This Agreement shall become effective as of the
date that the EDA executes this Agreement (“Commencement Date”) and shall remain
in effect unless and until terminated in accordance with the termination provisions of
this Agreement. The term of this Agreement (“Term”) shall be for a period of ten (10)
years from and after the Commencement Date unless terminated earlier according to
the terms of this Agreement.
The Property, identified in Exhibit A, may be changed from time to time in writing
signed by the EDA and Licensee.
3. COMPENSATION PROVIDED TO EDA. As a part of this License Agreement,
Licensee shall pay the EDA in the sum of One Dollar ($1.00) to compensate for the
right to use the property.
2
4. OWNERSHIP AND TITLE. All ownership, rights, title, and interest in all the
Property provided by EDA hereunder shall at all times remain exclusively with the
EDA. All right, title, and interest in the Licensee's equipment or installed property shall
at all times remain exclusively that of the Licensee.
5. LIENS AND ENCUMBRANCES. Neither party, directly or indirectly, shall create
or impose any lien on the property of the other or on the rights or title relating thereto
or any interest therein or in this Agreement.
6. GOVERNMENT DATA PRACTICES. The parties must comply with the
Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data
provided by each party under this Agreement, and as it applies to all data created,
collected, received, stored, used, maintained, or disseminated by any party under this
Agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data
referred to in this clause by any party.
If any party received a request to release data referred to in this clause that was received
by the party receiving the request from another party, the party receiving the request
to release the data must immediately notify the party from whom the data originated.
The originating party will give the party receiving the request to release the data
instructions concerning the release of the data to the requesting party before the data is
released.
7. LIABILITY AND INSURANCE.
a. Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold
harmless the EDA and its elected officials, officers, employees, agents,
contractors, and representatives, from and against any and all claims, costs,
loses, expenses, demands, actions, or causes of action, including reasonable
attorneys’ fees, and other costs and expenses of litigation (collectively
“Damages”), that may be asserted against or incurred by the EDA or for which
the EDA may be liable in the performance of this Agreement, except those that
solely arise from the gross negligence, or willful misconduct of the EDA, or its
respective employees, agents, or contractors. Licensee shall further defend and
indemnify all claims arising out of the installation, operation, use, maintenance,
repair, or removal of the Property as may be required by this Agreement.
b. Insurance. Licensee shall secure and maintain at all times throughout the life of the
Agreement such insurance as will protect Licensee from claims under the Worker's
Compensation Acts, automobile liability, and from claims for bodily injury, death, or
property damage which may arise from the performance of this Agreement. Before
commencing work Licensee shall provide the EDA a certificate of insurance
evidencing the required insurance coverage in a form acceptable to EDA. The EDA
shall be named as an additional insured on the general liability and umbrella policies.
The Certificate(s) shall also provide the coverage may not be cancelled, non-
3
renewed, or reduced without thirty (30) days prior written notice to the EDA. Such
insurance shall be written for amounts not less than:
Commercial General Liability $1,000,000each occurrence/$2,000,000 aggr.
Umbrella Liability $1,000,000 each occurrence/aggr.
Worker’s Compensation $500,000
Property Damage Liability Insurance shall include coverage for the following hazards:
X (Explosion)
C (Collapse)
U (Underground)
8. TERMINATION.
a. Either party may terminate this Agreement by thirty (30) days written notice
to the other party.
b. The right of either party to terminate this License Agreement shall be in
addition to, and not in substitution for, any other rights that a party may have
as a result of a default by the other party.
c. Notice of Termination. The parties shall give notice of termination of this
Agreement in accordance with Section 13(f) of this Agreement.
d. Removal of Licensee's Equipment. Upon termination of this Agreement for
any reason, Licensee shall, within ninety (90) days of notice by the EDA to
the Licensee as hereinafter provided, remove all of Licensee's equipment.
EDA agrees and acknowledges that all of Licensee’s equipment, fixtures, and
personal property of Licensee shall remain the personal property of Licensee.
If Licensee fails to remove its property within the required time period, EDA
reserves the right to remove the property and charge Licensee for the full cost
of the removal and storage charges.
9. RIGHTS AND OBLIGATIONS OF LICENSEE. In addition to the rights and
obligations of Licensee set forth elsewhere in this Agreement, Licensee shall:
a. Have full and complete control, responsibility, and liability for the signals
distributed over the fiber optic components of the Property licensed by Licensee
or for its benefit;
b. Have full and complete control, responsibility, and liability for the purchase,
installation, construction, and maintenance of the Licensee's Equipment;
c. Have full and complete control, responsibility, and liability for operating and
maintaining any operating authority from any federal, state , or local
4
governmental body or agency that relates to the activities of Licensee under this
Agreement, including Licensee's license of channel capacity on the Property.
10. ACCESS AND SECURITY. The EDA agrees to allow Licensee direct ingress and
egress to the Property. Employees and agents of Licensee or of a Licensee designee
shall, while on the premises of the EDA, comply with all rules and regulations
including, without limitation, security/safety requirements. The EDA shall have the
right to notify Licensee that certain Licensee or Licensee designated employees are
excluded if, in the reasonable judgment of the EDA, the exclusion of such employees
is necessary for the proper security and maintenance of the Property.
11. ASSIGNMENT. Licensee may not assign, transfer, delegate, or in any other manner
dispose of, any of its rights, privileges, or obligations under this Agreement without
the express written consent of EDA.
12. FORUM. It is agreed that the venue for any such mediation or litigation shall be in
Dakota County, Minnesota. Any cause of action arising by virtue of the laws of the
United States shall be instituted in a court of competent jurisdiction in the State of
Minnesota.
13. MISCELLANEOUS.
a. Counterparts. This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument, and in pleading or proving any provision of this
Agreement, it shall not be necessary to produce more than one complete set of
such counterparts.
b. Captions; Gender. Article and section headings contained in this Agreement
are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. Whenever used herein the singular number
shall include the plural, the plural shall include the singular, and the use of
any gender shall include all genders.
c. Governing Law and Binding Effect. This Agreement shall be construed and
enforced in accordance with, and the validity and performance hereof shal l be
governed by the laws of the State of Minnesota. This Agreement shall bind
and inure to the benefit of each of the patties and their successors and
permitted assigns.
d. Waivers and Amendments. This Agreement may not be amended nor shall
any waiver, change, modification, consent, or discharge be effected, except by
written instrument signed by both parties. Any consent by either party to, or
waiver of, a breach by the other party shall not constitute a waiver or consent
to any subsequent or different breach.
5
e. Relationship Not a Partnership or an Agency. The relationship between
Licensee and EDA shall not be that of partners or agents for one another and
nothing contained in this Agreement shall be deemed to constitute a partnership,
joint venture, or agency agreement between them.
f. Notices. All notices, requests, demands, statements, reports, and other
communications under this Agreement shall be in writing and deemed to be
duly delivered, if delivered in person, by overnight courier or by certified or
registered mail:
EDA: Farmington EDA
430 3rd Street
Farmington, MN 55024
LISCENEE: Arvig Enterprises, Inc
160 2nd Street SW
Perham, MN 56573
Either party hereto may change its mailing address by giving notice to the other
pursuant to the provisions of this paragraph.
g. Disclaimers. There are no agreements, warranties, or representations, express
or implied either in fact or by operation of law, statutory or otherwise, including
warranties of merchantability and fitness for a particular purpose or use, except
those expressly set forth herein.
h. Entire Agreement. This Agreement, including the exhibits hereto, which are
hereby incorporated by reference and made a part of this Agreement as if they
were fully set forth herein, constitutes the entire agreement between EDA and
Licensee with respect to the subject matter hereof and supersedes all prior
agreements and understandings between them as to such subject matter, and
there are no restrictions, agreements, arrangements, or undertaking, oral or
written, between EDA and Licensee relating to the transactions contemplated
hereby which are not fully expressed or referred to herein.
i. Severability. If any term or other provision of this Agreement is invalid, illegal,
or incapable of being enforced by any rule or law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect.
IN WITNESS WHEREOF, and intending to be legally bound, the parties have
executed this Agreement on the dates indicated below.
6
EDA OF FARMINGTON
Date: __________________________ By: ________________________________
Joshua Hoyt, Chair
Date: __________________________ And: _______________________________
Deanna Kuennen, Executive Director
ARVIG ENTERPRISES, INC.
Date: __________________________ By: ________________________________
By: _____________
Its: ______________
EXHIBIT A
Legal Description: Outlot C, Farmington Industrial Park 2nd Addition, Dakota County, Minnesota. PID: 142585100030
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FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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VICINITY MAP N.T.S.
SITE
LOCATION
SITE
LOCATION
SITE NAME FARMINGTON
REVISIONSHEETDRAWING INDEX
N.T.S.
ATTACHMENTS
22" x 34" IS FULL SCALE.
11" x 17" IS HALF SCALE.
TERRA CONSULTING GROUP, LTD.
600 BUSSE HIGHWAY
PARK RIDGE, IL 60068
(847) 698-6400
PROJECT
CONSULTANT:
CONSTRUCTION
COMPANY
CONTACT:
CONSULTANT TEAM
5000 WEST 208TH STREET
FARMINGTON, MN 55024
EQUIPMENT HUT INSTALLATION
ARVIG
LATITUDE:
LONGITUDE:
SITE ADDRESS:5000 WEST 208TH STREET
FARMINGTON, MN 55024
(651)675-5000
DAKOTA COUNTYCOUNTY:
PROJECT INFORMATION
T-1 TITLE SHEET -
C-1 ENGINEERING SITE PLAN -
C-2 EROSION CONTROL PLAN -
C-3 SITE GRADING PLAN -
C-4 SHELTER ELEVATIONS 1
S-1 SITE DETAILS -
N-1 GENERAL NOTES -
1.IN THE EVENT THAT SPECIAL INSPECTIONS ARE NOT PERFORMED IN COMPLIANCE WITH THE
CONTRACT TERMS, BID SPECIFICATIONS AND/ OR SPECIFIED FORM, THE GENERAL CONTRACTOR
WILL BE LIABLE FOR ALL DAMAGES, CONSTRUCTION PERFORMANCE, FAILURES, AND CORRECTIVE
ACTIONS RELATED TO THE SAME.
2.THE FOLLOWING GENERAL NOTES SHALL APPLY TO DRAWINGS AND GOVERN UNLESS OTHERWISE
NOTED OR SPECIFIED.
3.THE WORK DELINEATED IN THESE DRAWINGS AND DESCRIBED IN THE SPECIFICATIONS SHALL
CONFORM TO CODES, STANDARDS AND REFUTATIONS THAT HAVE JURISDICTION IN THE STATE OF
MINNESOTA, AND THE CITY OF FARMINGTON.
4.REQUIREMENTS AND REGULATIONS PERTAINING TO R.F. SAFETY CODES AND PRACTICES MUST BE
INCORPORATED IN THE WORK EVEN THOUGH THEY MAY HAVE NOT BE LISTED INDIVIDUALLY AND
SEPARATELY IN WITHER THE DRAWINGS OR THE SPECIFICATIONS.
5.COMPARE FIELD CONDITIONS WITH ARCHITECTURAL AND ENGINEERING DRAWINGS. ANY
DISCREPANCIES SHALL BE DIRECTED TO THE ARCHITECT FOR CLARIFICATION PRIOR TO
FABRICATION AND/ OR CONSTRUCTION. SUBMIT NECESSARY SHOP DRAWINGS PRIOR TO
FABRICATION FOR APPROVAL BY THE ARCHITECT. NO INFORMATION OR DETAILS ON THESE SHEET
MAY BE USED WITHOUT PERMISSION OF THE OWNER, OR THE ARCHITECT.
6.DO NOT SCALE DRAWINGS! 11"x17" DRAWINGS TO SCALE 24"x36" DRAWINGS SCALE MULTIPLY BY 2
7.UNLESS OTHERWISE SHOWN OR NOTED, TYPICAL DETAILS SHALL BE USED WHERE APPLICABLE.
8.DETAILS SHALL BE CONSIDERED TYPICAL AT SIMILAR CONDITIONS.
9.SAFETY MEASURES:THE CONTRACTOR SHALL BE SOLELY AND COMPLETELY RESPONSIBLE FOR
THE CONDITIONS OF THE JOB SITE, INCLUDING SAFETY OF THE PERSONS AND PROPERTY AND FOR
INDEPENDENT ENGINEERING REVIEWS OF THESE CONDITIONS. THE ARCHITECT'S OR ENGINEERS'
JOB SITE REVIEW IS NOT INTENDED TO INCLUDE REVIEW OF THE ADEQUACY OF THE
CONTRACTOR'S SAFETY MEASURES.
10.WITHIN THESE PLANS AND SPECIFICATIONS, "OWNER IMPLIES ARVIG COMMUNICATIONS.
11.THE WORK IS THE RESPONSIBILITY OF THE GENERAL CONTRACTOR UNLESS NOTED OTHERWISE.
12.THE TERMS "CONTRACTOR" AND "G.C." REFER TO THE OWNER'S GENERAL CONTRACTOR AND THE
GENERAL CONTRACTOR'S SUB-CONTRACTORS. IT IS THE GENERAL CONTRACTOR'S
RESPONSIBILITY TO DETERMINE THE DIVISION OF WORK AMONG SUB-CONTRACTORS.
13.THE GENERAL CONTRACTOR IS RESPONSIBLE IN OBTAINING NECESSARY PUBLIC AND PRIVATE
UNDERGROUND UTILITY LOCATE SERVICES PRIOR TO START OF EXCAVATING / CONSTRUCTION.
14.PRIOR TO START OF CONSTRUCTION THE CONTRACTOR SHALL VERIFY ALL SIZES OF EXISTING
AND/ OR PROPOSED CONDUITS, PENETRATIONS, AND HAND HOLES THAT WILL BE UTILIZED FOR
THE FIBER INSTALLATION ALONG WITH ALL OTHER MATERIALS NEEDED FOR INSTALLATION.
15.ON SITE CONDITIONS SHALL BE CONFIRMED PRIOR TO THE START OF CONSTRUCTION.
16.CONTRACTOR SHALL FOLLOW ALL LOCAL MUNICIPAL CODES FOR CONDUIT SPECIFICATIONS AND
INSTALLATION.
NORTHERN STATES POWER CO.
5000 208TH STREET WEST
SITE OWNER:
SITE AQ.:VINCO INC,
18995 FOREST BLVD. N.
FOREST LAKE, MN 55025
(651) 982-4642
GENERAL NOTES
44° 38' 46.50" N (GOOGLE EARTH)
93° 9' 59.83" W (GOOGLE EARTH)
PROJECT DESCRIPTION
1.PROPOSED INSTALLATION OF EQUIPMENT HUT
REGIONAL MAP
VINCO INC,
18995 FOREST BLVD. N.
FOREST LAKE, MN 55025
(651) 982-4642
PHONE: (651) 982-4642 FAX: (651) 982-4261
FOREST LAKE, MN 55025
18995 FOREST BLVD. N.,
BOUNDARY SURVEY
UGE
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DATE:
PROJECT #:
CHECKED BY:
DRAWN BY:
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S
FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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22" x 34" PRINT IS THE FULL SCALE
FORMAT. ANY SIZE OTHER THAN
THAT IS AT REDUCED SCALE.
10'20'40'
1"
=
2
0
'
±
CENTERLINE
OF EASEMENT
EXISTING
CHAIN-LINK FENCE
EXISTING PROPERTY
LINE (TYP.)
PROPOSED 12'x28' BULDING
ON CONCRETE SLAB WITH
2' APRON ON ALL SIDES
EXISTING TEMPORARY
ACCESS EASEMENT
PER DOC. NO. 2401502
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208TH ST W
EXISTING 100' WIDE GAS PIPELINE
EASEMENT PER BOOK, 225, DEES, PAGE 358,
AS AMENDED BY BOOK 68, MISC., PAGE 241
96
.
7
'
36' SETBACK 35.7'
10
8
.
7
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PROPOSED GRAVEL
PARKING AREA 989
SQUARE FEET
SITE PLAN
C-1
50
'
50
'
EXISTING SYMBOLS & UTILITIES LEGEND
LIGHT POLE
UTILITY POLE
WATER VALVE
UNDERGROUND ELECTRIC
ANCHOR
HANDHOLE
x x FENCE LINE
ELECTRIC
UGE
UNDERGROUND FIBERUGF
UNDERGROUND GAS LINEGAS
OHE
OHF
OHT
OVERHEAD ELECTRIC
OVERHEAD FIBER
OVERHEAD TELCO
UTILITY LINE
PROPOSED SYMBOLS & UTILITIES LEGEND
STEEL POLEWOOD POLE
STORM SEWER LINE
SANITARY SEWER LINE
TRANSFORMER
WATERMAIN LINE
SIGN
CATCH BASIN
DECIDUOUS TREE
MONUMENT FOUND
MANHOLE
FIRE HYDRANT
TRAFFIC LIGHT
CURB STOP VALVE
PEDESTAL
UNDERGROUND FIBERUGFUGF
UNDERGROUND POWERUGEUGE
EXISTING GAS LINE
PROPOSED 4"
CONDUIT ROUTE
PROPOSED 24" x
36" HAND HOLE
(SEE DETAIL 2/S-1)
PROPOSED 4"
CONDUIT ROUTE
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DATE:
PROJECT #:
CHECKED BY:
DRAWN BY:
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S
FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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1.SOIL DISTURBANCE SHALL BE CONDUCTED IN SUCH A MANNER TO
MINIMIZE EROSION. AREAS OF THE DEVELOPMENT SITE THAT ARE NOT
GRADED SHALL BE PROTECTED FROM CONSTRUCTION TRAFFIC OR OTHER
DISTURBANCE UNTIL FINAL SEEDING IS PERFORMED.
2.PROPERTIES AND CHANNELS ADJOINING THE DEVELOPMENT SHALL BE
PROTECTED FROM EROSION AND SEDIMENTATION.
3.SOIL EROSION AND SEDIMENT CONTROL FEATURES SHALL BE
CONSTRUCTED PRIOR TO THE COMMENCEMENT OF HYDROLOGIC
DISTURBANCE OF UPLAND AREAS.
4.DISTURBED AREAS SHALL BE STABILIZED WITH TEMPORARY OR
PERMANENT MEASURES WITHIN FOURTEEN (14) CALENDAR DAYS
FOLLOWING THE END OF ACTIVE HYDROLOGIC DISTURBANCE.
5.IF DEWATERING SERVICES ARE USED, ADJOINING PROPERTIES AND
DISCHARGE SHALL BE PROTECTED FROM EROSION. DISCHARGES SHALL BE
ROUTED THROUGH AN EFFECTIVE SEDIMENT CONTROL MEASURE. (E.G.,
SEDIMENT TRAP, SEDIMENT BASIN, OR OTHER APPROPRIATE MEASURES).
6.ALL TEMPORARY SOIL EROSION AND SEDIMENT CONTROL MEASURES
SHALL BE REMOVED WITHIN THIRTY (30) DAYS AFTER FINAL SITE
STABILIZATION IS ACHIEVED OR AFTER THE TEMPORARY MEASURES ARE
NO LONGER NEEDED. TRAPPED SEDIMENT AND OTHER DISTURBED SOIL
AREAS SHALL BE PERMANENTLY STABILIZED.
7.SOIL STOCKPILES SHALL NOT BE LOCATED IN A FLOOD-PRONE AREA OR
DESIGNATED BUFFER PROTECTING WATERS OF THE UNITES STATES OR
ISOLATED WATERS OF THE COUNTY. CONTRACTOR TO USE SOILS
EXCAVATED FROM THE LEASE SITE AND USE TO BUILD UP THE
DEPRESSIONAL STORAGE BASIN.
8.THE CONTRACTOR SHALL PROVIDE ADEQUATE RECEPTACLES FOR THE
DEPOSITION OF ALL CONSTRUCTION MATERIAL DEBRIS GENERATED
DURING THE DEVELOPMENT PROCESS. THE CONTRACTOR SHALL NOT
CAUSE OR PERMIT THE DUMPING, DEPOSITING, DROPPING, THROWING,
DISCARDING OR LEAVING OF CONSTRUCTION MATERIAL DEBRIS UPON OR
ONTO ANY DEVELOPMENT SITE, CHANNEL, WATERS OF THE U.S. OR
ISOLATED WATERS OF THE COUNTY. THE CONTRACTOR SHALL MAINTAIN
THE DEVELOPMENT SITE FREE OF CONSTRUCTION MATERIAL DEBRIS.
9.ALL TEMPORARY AND PERMANENT EROSION AND SEDIMENT CONTROL
MEASURES SHALL BE MAINTAINED IN AN EFFECTIVE WORKING CONDITION.
10.STREET SWEEPING SHALL OCCUR DAILY DURING CONSTRUCTION ACTIVITY
OR AS REQUESTED BY CITY ENGINEER.
11.DUST CONTROL AND WATERING TO OCCUR AS NEEDED OR REQUESTED BY
CITY ENGINEER.
12. HOURS OF CONSTRUCTION OPERATION FROM 7AM TO 7PM MONDAY
THROUGH SATURDAY PER CITY CODE.
EROSION CONTROL NOTES:
NATURAL SOIL
FLOW
WIRE MESH
REINFORCEMENT
(OPTIONAL)
METAL OR WOOD
POST OR STAKE
SUPPORT POST
ANCHORAGE FROM
IN-SITU SOIL TO
CEMENT MORTAR
GEOTEXTILE FABRIC
FABRIC ANCHORAGE TRENCH
BACKFILL W/TAMPED NATURAL SOIL
NOTE:
DEPENDING UPON CONFIGURATION, ATTACH
FABRIC TO WIRE MESH W/HOG RINGS, STEEL
POSTS W/ TIE WIRES, WOOD POSTS W/ NAILS.
DIRECTION OF
RUNOFF
6" MIN.6"
N.T.S.
LEGEND
EROSION CONTROL BLANKET &
SEEDING (NATIVE GRASSES)
EXISTING GROUND DIRECTION
EROSION CONTROL SILT FENCE
B.R.BIOROLL DITCH CHECK
(SEE DETAIL)
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GEO-SYNTHETICS,
INC. 428 N. PEWAUKEE
ROAD WAUKESHA, WI.
53188 (414) 524-7979
800-444-5525 NOTE:
DIMENSIONS VARY,
AS NEEDED TO FIT
STRUCTURES
SHOWN
OR EQUIVALENT
36"
33"
30"
6"
(TYP.)
6"
GSI
(TYP.)
(TYPAR 3201 FABRIC)
N.T.S.
EROSION CONTROL FILTER BASKET
F.B.
EROSION CONTROL FILTER BASKET
(SEE DETAIL)
EROSION CONTROL SILT FENCE DETAIL
6" OF TOPSOIL &
SEEDING (NATIVE GRASSES)
NATIVE GRASS/FORB PLANTING &
SEEDING (NATIVE GRASSES)
I HEREBY CERTIFY THAT THIS PLAN,
SPECIFICATION, OR REPORT WAS PREPARED BY
ME OR UNDER MY DIRECT SUPERVISION AND
THAT I AM A DULY LICENSED PROFESSIONAL
ENGINEER UNDER THE LAWS OF THE STATE OF
MINNESOTA.
NAME:
___________________
DATE:___________ LICENSE #:___________XX-XX-XX
EROSION
CONTROL PLAN
C-2
0
SC
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22" x 34" PRINT IS THE FULL SCALE
FORMAT. ANY SIZE OTHER THAN
THAT IS AT REDUCED SCALE.
5'10'20'
1"
=
1
0
'
±
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SHEET TITLE
DATE:
PROJECT #:
CHECKED BY:
DRAWN BY:
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KS
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S
FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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1 SCALE: 1" = 10'
SITE GRADING PLAN
SITE GRADING PLAN
(SHEET 1 OF 1)
C-3
0.00%
000
PROPOSED ELEVATION
DRAINAGE DIRECTION ARROW
PROPOSED CONTOUR
EXISTING CONTOUR
PROPOSED CULVERT & END SECTIONS
PROPOSED GROUND RIDGE LINE
EXISTING GROUND DRAINAGE FLOW DIRECTION
GROUND SLOPE% WITH DIRECTION
SUMMIT DRAINAGE DIRECTIONS
PROPOSED GROUND DRAINAGE
FLOW DIRECTION ARROWS
0000.00
000
PROPOSED SPOT GRADES
PROPOSED LINES
LEGEND
0
SC
A
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:
22" x 34" PRINT IS THE FULL SCALE
FORMAT. ANY SIZE OTHER THAN
THAT IS AT REDUCED SCALE.
5'10'20'
1"
=
1
0
'
±
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DATE:
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DRAWN BY:
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S
FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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SHELTER
ELEVATIONS
C-4
1 SCALE: 1" = 2'
ELEVATION A 2 SCALE: 1" = 2'
ELEVATION B
3 SCALE: 1" = 2'
ELEVATION C 4 SCALE: 1" = 2'
ELEVATION D
6"
9'
-
0
"
7"
10
'
-
1
"
14'-2"
28'-4"
1'
-
4
1 2"
6"
9'
-
0
"
6"
10
'
-
0
"
11'-9"
5'-81
2"
1'
-
1
1
1 2"
1'-4"1'-4"
3'
-
1
"
4"
10
"
10
"
2'-31
4"
6"
9'
-
0
"
7"
10
'
-
1
"
4'-11"
28'-4"
1'
-
4
1 2"
2'-2"
2'-5"
11'-9"
2'-5"
5'-81
2"
1'
-
1
1
1 2"
6"
9'
-
0
"
6"
10
'
-
0
"
JUNCTION BOX
ELECTRIC METER
JUNCTION BOX
2" RISE CONDUIT
1.25" GROUND
CONDUIT
2" RISE CONDUIT
1.25" GROUND
CONDUIT
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5000 208TH ST W
FARMINGTON, MN 55024
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01/30/23
128-032
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CONDUIT SIZE, TYPE, QUANTITY AND
SEPARATION DIMENSION TO BE VERIFIED
WITH LOCAL UTILITY COMPANY
REQUIREMENTS
CONDUITS FOR
ELECTRICAL &
ANTENNA SHARING
WHERE
APPLICABLE
UNDISTURBED
SOIL
RETURN ORIGINAL MATERIAL TO
TRENCH, COMPACT TO MAXIMUM
DENSITY IN ACCORDANCE WITH
ASTM D1557
COMPACTED SAND (SEE NOTE 1)
COMPACTED SAND
BED (SEE NOTE 1)
PROVIDE PANDUIT UNDERGROUND
HAZARD TAPE (FOIL TYPE)
'CAUTION-ELECTRICAL LINE BURIED
BELOW' AT 1'-0" ABOVE SAND FOR THE
ENTIRE LENGTH OF THE CONDUIT RUN
LC
CA-17 COARSE AGGREGATE
COMPACTED TO 90% STANDARD
PROCTOR
12" (MIN)
SEPARATION
4"
4"
42
"
TRENCH
3.
1 SCALE: N.T.S.
UTILITY TRENCH DETAIL
RESTORE SURFACE COARSE
MATERIAL AND BASE COARSE TO
ORIGINAL CONDITION AFTER
INSTALLATION OF UTILITIES. GRADE
SURFACE TO LEVEL.
LEAN CONCRETE, RED-COLORED TOP, MAY
BE USED IN PLACE OF COMPACTED SAND.
BURY CONDUITS 42" BELOW GRADE OR 6"
BELOW FROST LINE, WHICHEVER IS
GREATER
1.
2.
NOTES:
SITE DETAILS
S-1
SCALE: N.T.S.
VAULT PULL BOX DETAIL
3/8 - 7 LAG THREAD
SELF ALIGNING
REPLACEABLES S.S.
EZ-NUT (TYP. OF 2)
36"24
"
3/8 - 7 LAG THREAD X 2 [51]
S.S. HEX HEAD CAPTIVE BOLT
(TYP. OF 2)
3/8 [10] S.S. FLAT WASHER
(TYP. OF 2)
1/2"Ø THRU HOLE
WITH 1"Ø X 3/8" DEEP
COUNTERBORE
SKID RESISTANT
SURFACE MS-86
TELEPHONE
MARKER
1" X 4" PULL SLOT WITH
1/4"Ø CENTER PIN
NOTE:
ALL STUB-UP CONDUITS
INSIDE PULL BOXES WILL BE 6"
FROM TOP OF BOX AND HAVE
PULL STRINGS AND CAPS
24
"
2
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SHEET NUMBER
SHEET TITLE
DATE:
PROJECT #:
CHECKED BY:
DRAWN BY:
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FARMINGTON
5000 208TH ST W
FARMINGTON, MN 55024
KSS
SC
01/30/23
128-032
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GENERAL NOTES
Subject Property – 5000 208th Street W
TO :Economic D evelopment A uthority
F R O M :D eanna Kuennen, C ommunity D evelopment D irector
S U B J EC T:Monthly F inancial S tatement
DATE:March 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
A ached is the Monthly F inancial S tatement for the month of February, 2023. The notable expenses
incurred in the month of February include:
Marke'ng - Minnes ota Real Estate J ournal 2023 Contract
Marke'ng - Minnes ota M arke'ng Partnership 2023 M embers hip
Legal - E DA Levy res earch
P rof. S ervices - 2023 O pen to Bus iness contract
A C T I O N R EQ U E S T E D
A ccept the monthly F inancial S tatement for the E DA .
AT TA C H M E N TS :
Type D es crip'on
Backup M aterial Monthly F inancial S tatement - February
CITY OF FARMINGTON
MONTHLY FINANCIAL REPORT
February 28, 2023
ECONOMIC DEVELOPMENT AGENCY
COMPARATIVE STATEMENT
OF REVENUES AND EXPENSES
BUDGET THIS YEAR T0 YEAR T0 PERCENT 2022
2023 MONTH DATE 2023 DATE 2022 COLL/EXP ACTUAL
REVENUES
Interest 1,600 - 485 421 30.31%(6,627)
Total Revenues 1,600 - 485 421 30.31%(6,627)
EXPENDITURES
Other Services & Charges 81,510 13,413 17,475 4,557 21.44%40,598
TOTAL EXPENDITURES 81,510 13,413 17,475 4,557 21.44%40,598
TRANSFERS 50,000 4,167 8,333 52,700 94,367
EXCESS (DEFICIENCY)(29,910)$ (9,246)$ (8,657)$ 48,564$ 47,142$
MREJ 2023 Marketing Contract
Legal - Research EDA Levy
MMP 2023
2023 Open to Business
TO :Economic D evelopment A uthority
F R O M :D eanna Kuennen, Community D evelopment D irector
S U B J EC T:A pprove Contract for P rivate D evelopment - Tax I ncrement F inancing D is trict No.
15 - Ebert D ow ntow n H ousing
DATE:M arch 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
O n February 21, 2023, the C ity C ouncil conducted a required public hearing associated with the
establis hment of T I F No. 15: Ebert D owntown H ous ing. At the conclus ion of the public hearing, the C ity
Council adopted Res olu0on R16-23, adop0ng modifica0ons to the redevelopment plan for the
D owntown Redevelopment P roject and establis hing T I F No. 15. This ac0on supports the redevelopment
of 310 Third S treet into a 74-unit market-rate apartment w ith associated parking and ameni0es. The total
project costs are es0mated at nearly $20 million, and the development will include:
4-s tory, 74-unit market-rate apartment that includes a mixture of 1-bedroom, 1-bedroom plus den,
and 2-bedroom units
S ky lounge on level 4 and an outdoor roo9op terrace
G rill s ta0on
Bike s torage
S torage rooms
Main lobby lounge
Community room
F itness center
Pet was h
I n-unit was hers and dryers
A total of 105 parking stalls , including 63 parking s talls located on the first level
The E DA is now responsible for reviewing and approving the Contract for P rivate D evelopment betw een
the E DA and the developer (the T I F Contract) as s ociated w ith the project and the T I F. This document
outlines the s tatutes that authorize the es tablishment of the T I F district (redevelopment district), legal
descrip0ons of the redevelopment property, preliminary plans , and the responsibili0es of each party. The
agreement als o establis hes the is s uance of a "pay as you go" T I F note for qualifying cos ts . Based on the
analysis of the project specifics , Ehlers has concluded that the district w ill generate approximately
$6.4 million over the life of the dis trict (25-years), and the project pro forma submi@ed by the D eveloper
indicates that the project will require $1,750,000 (P res ent Value) over a maximum of 20 years at a rate of
6.00% per annum in T I F assistance.
S taff has worked with L egal C ouns el to dra9 the Contract for P rivate D evelopment (a@ached).
A C T I O N R EQ U E S T E D
The E DA is as ked to review and cons ider/approve the a@ached resolu0on - A pproving the Contract for
P rivate D evelopment By and Betw een the Economic D evelopment A uthority of the City of Farmington
and Ten Nineteen D evelopment, L L C .
AT TA C H M E N TS :
Type D es crip0on
Resolu0on E DA Resolu0on - A pproving C ontract for P rivate
D evelopment (T I F C ontract)
Backup M aterial Contract for P rivate D evelopment (T I F Contract)
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF FARMINGTON
DAKOTA COUNTY
STATE OF MINNESOTA
RESOLUTION NO. __________
RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT WITH
TEN NINETEEN DEVELOPMENT, LLC FOR CERTAIN PROPERTY IN THE CITY
OF FARMINGTON
BE IT RESOLVED by the Economic Development Authority of the City of Farmington,
Minnesota (the “Authority”) as follows:
Section 1. Recitals.
1.01 The Authority has determined a need to exercise the powers of an economic
development authority, pursuant to Minnesota Statutes, Sections. 469.090 to
469.108 (“EDA Act”).
1.02 Among the activities to be assisted by the Authority is a proposed redevelopment by
Ten Nineteen Development, LLC, a Minnesota limited liability company (the
“Redeveloper”), which has asked for financial assistance to help pay a portion of the
costs of constructing a 74-unit market rate apartment building on certain property
located within the City of Farmington, Dakota County (the “Project”).
1.03 The Authority supports private efforts to develop, redevelop, rehabilitate, and
renovate properties located within the City.
1.04 The Authority has received a request from the Redeveloper to participate in funding
a portion of the Project costs in an amount not to exceed $1,750,000 and in the form
of a pay-as-you-go tax increment financing note which will assist in funding the
project.
1.05 There has been presented before the Authority a form of Contract for Private
Development between the Authority and the Redeveloper (the “Contract for Private
Development”), which sets forth the terms of the assistance and additional terms and
conditions related to the Project.
1.06 The Redeveloper proposes to utilize the financial assistance from the Authority to
construct housing and therefore such assistance is not a “business subsidy” within
the meaning of Minnesota Statutes, section 116J.993 to 116J.995.
1.07 The Authority has reviewed the Contractor for Private Development and finds that
the execution thereof by the Authority and performance of the Authority’s
obligations thereunder are in the best interest of the City and its residents.
Section 2. Findings.
2.01 The recitals set forth in the preamble to this Resolution and the exhibits attached to
this Resolution are incorporated into this Resolution as if fully set for within.
2.02 The Contract for Private Development is hereby in all respects authorized, approved
and confirmed by the Authority and the Chair is hereby authorized and direct to
execute and deliver the Contract for Private Development for and on behalf of the
Authority in substantially the form now on file with the Authority, but with such
modifications as shall be deemed necessary, desirable and appropriate, its execution
thereof to constitute conclusive evidence of their approval of any and all
modifications therein.
Section 3. Implementation.
3.01 The Chair is authorized and direct to execute and deliver any additional agreements,
certificates or other documents that the Authority determines are necessary to
implement this Resolution.
3.02 The Authority directs Authority and City Staff to take any appropriate action and to
prepare any appropriate documents to facilitate the directives of the Authority as set
forth in this Resolution and in performing its obligations under the Contract for
Private Development as a whole.
3.03 The Chair, Authority and City Staff, City attorney, and Authority and City
consultants are hereby authorized and directed to take any and all additional steps
and actions necessary or convenient in order to accomplish the intent of this
Resolution.
Section 4. Effective Date. This resolution is effective upon the date of its adoption.
Approved by the Economic Development Authority of the City of Farmington, Minnesota on
March 20, 2023.
_______________________________
Chair
ATTEST:
__________________________
Deanna Kuennen, Executive Director
224820v4
CONTRACT
FOR
PRIVATE REDEVELOPMENT
BY AND BETWEEN
THE ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF FARMINGTON, MINNESOTA,
AND
TEN NINETEEN DEVELOPMENT, LLC
DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
i
224820v4
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS ....................................................................................................... 2
ARTICLE II. REPRESENTATIONS AND WARRANTIES ................................................... 4
SECTION 2.1. REPRESENTATIONS AND WARRANTIES BY THE AUTHORITY. ................................. 4
SECTION 2.2. REPRESENTATIONS AND WARRANTIES BY THE REDEVELOPER. ............................. 5
ARTICLE III. CONSTRUCTION OF MINIMUM IMPROVEMENTS ................................ 7
SECTION 3.1. CONSTRUCTION OF MINIMUM IMPROVEMENTS. ..................................................... 7
SECTION 3.2. CONSTRUCTION PLANS. ......................................................................................... 7
SECTION 3.3. CONSTRUCTION REQUIREMENTS. .......................................................................... 8
SECTION 3.4. CERTIFICATE OF COMPLETION. .............................................................................. 8
ARTICLE IV. INSURANCE ....................................................................................................... 9
SECTION 4.1. INSURANCE. ........................................................................................................... 9
SECTION 4.2. CONDEMNATION. ................................................................................................. 11
ARTICLE V. STATUS OF REDEVELOPMENT PROPERTY; ISSUANCE OF TIF
NOTE ................................................................................................................ 12
SECTION 5.1 STATUS OF REDEVELOPMENT PROPERTY. ............................................................. 12
SECTION 5.2 ISSUANCE OF PAY-AS-YOU-GO NOTE. ................................................................. 12
SECTION 5.3. REDEVELOPER ACKNOWLEDGMENTS. ................................................................. 14
SECTION 5.4. RECORDS. ............................................................................................................ 15
SECTION 5.5. BUSINESS SUBSIDY. .............................................................................................. 15
SECTION 5.6. PAYMENT OF AUTHORITY COSTS. ........................................................................ 15
ARTICLE VI. USE OF TAX INCREMENT; TAXES............................................................ 16
SECTION 6.1. USE OF TAX INCREMENT. ..................................................................................... 16
SECTION 6.2. REIMBURSEMENT OF TAX INCREMENT. ............................................................... 16
SECTION 6.3. REVIEW OF TAXES. .............................................................................................. 16
SECTION 6.4. RIGHT TO COLLECT DELINQUENT TAXES. ........................................................... 16
ARTICLE VII. OTHER FINANCING ..................................................................................... 17
SECTION 7.1. GENERALLY.......................................................................................................... 17
SECTION 7.2. AUTHORITY’S OPTION TO CURE DEFAULT ON MORTGAGE. ................................. 17
SECTION 7.3. MODIFICATION; SUBORDINATION. ........................................................................ 17
ARTICLE VIII. PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER,
INDEMNIFICATION ............................................................................. 17
SECTION 8.1. REPRESENTATION AS TO DEVELOPMENT. ............................................................. 17
SECTION 8.2. PROHIBITION AGAINST TRANSFER OF REDEVELOPMENT PROPERTY AND
ASSIGNMENT OF AGREEMENT. ......................................................................... 17
ii
224820v4
SECTION 8.3. RELEASE AND INDEMNIFICATION COVENANTS. .................................................... 19
ARTICLE IX. EVENT OF DEFAULT .................................................................................... 20
SECTION 9.1. EVENTS OF DEFAULT DEFINED. ............................................................................ 20
SECTION 9.2. REMEDIES ON DEFAULT........................................................................................ 21
SECTION 9.3. NO REMEDY EXCLUSIVE. ..................................................................................... 21
SECTION 9.4. NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER. .......................................... 21
SECTION 9.5. ATTORNEY’S FEES. ............................................................................................... 22
SECTION 9.6. RISK OF CERTAIN LOSSES; UNAVOIDABLE DELAY. .............................................. 22
SECTION 9.7. REDEVELOPER REMEDIES ON AUTHORITY EVENTS OF DEFAULT. ........................ 22
ARTICLE X. ADDITIONAL PROVISIONS........................................................................... 22
SECTION 10.1. RESTRICTIONS ON USE. ...................................................................................... 22
SECTION 10.2. EQUAL EMPLOYMENT OPPORTUNITY. ................................................................ 23
SECTION 10.3. CONFLICTS OF INTEREST. ................................................................................... 23
SECTION 10.4. WAIVER AND RELEASE BY REDEVELOPER. ......................................................... 23
SECTION 10.5. TITLES OF ARTICLES AND SECTIONS. .................................................................. 23
SECTION 10.6. NOTICES AND DEMANDS. ................................................................................... 23
SECTION 10.7. DISCLAIMER OF RELATIONSHIP. ......................................................................... 24
SECTION 10.8. COVENANTS RUNNING WITH THE LAND. ............................................................ 24
SECTION 10.9. COUNTERPARTS. ................................................................................................. 24
SECTION 10.10. LAW GOVERNING. ............................................................................................ 24
SECTION 10.11. RE-EXECUTION OF DOCUMENTS. ...................................................................... 25
SECTION 10.12. EXPIRATION. ..................................................................................................... 25
SECTION 10.13. PROVISIONS SURVIVING RESCISSION OR EXPIRATION. ..................................... 25
SCHEDULE A ........................................................................................................................... A-1
SCHEDULE B ........................................................................................................................... B-1
SCHEDULE C ........................................................................................................................... C-1
1
224820v4
CONTRACT FOR PRIVATE REDEVELOPMENT
THIS AGREEMENT, dated as of _____________, 2023 (“Effective Date”) by and between
the ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF FARMINGTON,
MINNESOTA, a public body corporate and politic under the laws of the State of Minnesota (the
"Authority") and TEN NINETEEN DEVELOPMENT, LLC, a Minnesota limited liability
company (the "Redeveloper").
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Section 460.001 through 469.047 and Sections
460.090 through 460.1082, the Authority and the City of Farmington (“City”) have formed the
Downtown Redevelopment Project (the “Redevelopment Area”) and have adopted a redevelopment
plan therefor (the “Redevelopment Plan”); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended (hereinafeter, the “Tax Increment Act”) and have, the Authority and the City
have created, within the Redevelopment Area, Tax Increment Financing District No. 15 – Ebert
Downtown Housing (the “Tax Increment District”) and have adopted a tax increment financing plan
therefor, dated February 21, 2023 (the “Tax Increment Plan”) which provides for the use of tax
increment financing in connection with development within the Redevelopment Area; and
WHEREAS, the Redeveloper is under contract to acquire certain property (the
“Redevelopment Property”) within the Project to develop as a multifamily housing facility which
Project is included within the TIF District; and
WHEREAS, in order to achieve the objectives of the Redevelopment Area and particularly to
make the land in the Redevelopment Area available for development by private enterprise in
conformance with the Redevelopment Plan, the Authority has determined to assist the Redeveloper
with the financing of certain costs of the Project (as hereinafter defined) to be construct ed within the
Redevelopment Area as more particularly described in this Agreement; and
WHEREAS, the Authority believes that the development and construction of the Project, and
fulfillment of this Agreement are vital and are in the best interests of the City, the health, safety,
morals and welfare of residents of the City, and in accordance with the public purpose an provisions
of the applicable state and local laws and requirements under which the Project has been undertaken
and is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J. 995, do not apply to this Agreement because the assistance given to the
Redeveloper is for a housing project.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
2
224820v4
ARTICLE I.
DEFINITIONS
In this Agreement, all capitalized terms used and not otherwise defined herein shall have the
following meanings unless a different meaning clearly appears from the context:
“Affiliate” means a corporation, partnership, association, limited liability company or similar
entity organized under the laws of the United States of America or a state thereof which is directly
controlled by or under common control with the Redeveloper. For purposes of this definition, control
means the power to direct management and policies through the ownership of at least a majority of its
voting securities, or the right to designate or elect at least a majority of the members of its governing
body by contract or otherwise;
"Agreement" [or "Contract"] means this Contract for Private Redevelopment by and
between the Authority and the Redeveloper, as the same may be from time to time modified,
amended or supplemented.
“Authority” means the Economic Development Authority for the City of Farmington,
Minnesota.
“Authorizing Resolution” means the resolution of the Authority authorizing the issuance of
the TIF Note and the approval of this Agreement.
“Available Tax Increment” means on such Payment Date, ninety-five percent (95%) of the
Tax Increment attributable to the Redevelopment Property and paid to the City by the County in the
six months preceding the Payment Date. Available Tax Increment will not include any Tax
Increment if, as of any Payment Date, there is an uncured Event of Default under this Agreement,
provided, however, that once an Event of Default is cured, any Available Tax Increment withheld
shall be deemed Available Tax Increment for the next Payment Date.
“Board” means the Board of Commissioners of the Authority.
“Business Day” means any day except a Saturday, Sunday, legal holiday, a day on which the
Authority is closed for business, or a day on which banking institutions in the City are authorized by
law or executive order to close.
“Certificate of Completion” means a certification in the form of the certificate contained in
Schedule C attached hereto and provided to the Redeveloper pursuant to Section 3.4.
"City" means the City of Farmington, Minnesota.
“Construction Plans” means the plans, specifications, drawings and related documents on
the construction work to be performed by the Redeveloper on the Redevelopment Property, which
Plans: (a) areas detailed as the plans, specifications, drawings, and related documents which are
submitted to the City for issuance of a building permit for the Minimum Improvements; (b) shall
include at least the following: (1) site plan; (2) foundation plan; (3) elevations and floor plans; (4)
3
224820v4
landscape plan; and, (5) such other plans or supplements to the foregoing plans as the Authority may
reasonably request; and (c) shall be consistent with the Preliminary Plans approved by the Authority.
"County" means the County of Dakota, Minnesota.
"Event of Default" means an action by the Redeveloper or any of the events listed in Article
IX of this Agreement.
“Financing Commitment” means a financing commitment, letter of interest or other
reasonable evidence of interest from a mortgage lender for the construction of the Minimum
Improvements in a form reasonably satisfactory to the Authority. The Authority acknowledges and
agrees that a financing commitment will be conditioned on items customarily required by lenders
(including, without limitation, adequate financial statements, environmental review, appraisals,
surveys and title).
“Authority Expenses” means the fees and expenses incurred by the Authority in connection
with the establishment of the Tax Increment District, analysis of need of assistance and the
preparation of this Agreement.
“Material Change” means a change in Construction Plans that has a material adverse effect
on the generation of tax increment or reduces the number of units of rental housing.
“Maturity Date” means the date that the TIF Note has been paid in full in accordance with
its 20 year maturity, or terminated, whichever is earlier.
"Minimum Improvements" means the construction by the Redeveloper on the
Redevelopment Property of a 4-story building with approximately 74 units of market rate rental
housing and related amenities as specified in the Construction Plans to be approved by the Authority
and to be completed in accordance with all applicable local, state and federal regulations governing
such improvements.
“Note Payment Date” means each August 1 and February 1, commencing August 1, 2025,
and thereafter to and including the Termination Date; provided, that if any such TIF Note Payment
Date should not fall on a Business Day, the TIF Note Payment Date shall be the next succeeding
Business Day.
“Party” [or "Parties"] means the Redeveloper and the Authority.
“Project” means the Redevelopment Property and the completed Minimum Improvements
thereon.
“Qualifying Costs” has the meaning provided in Section 5.2 hereof.
"Redeveloper" means Ten Nineteen Development, LLC, a Minnesota limited liability
company, or any assigns that have received prior written approval from the Authority.
“Redevelopment Area” means the geographic area of the Redevelopment District.
4
224820v4
“Redevelopment Plan” means the redevelopment plan approved in connection with the
Redevelopment Area.
"Redevelopment Property" means the real property as legally described in Schedule A
attached hereto.
"State" means the State of Minnesota.
“Tax Increment Act” or “TIF Act” mean Minnesota Statutes, Sections 469.174 through
469.1794 inclusive.
“Tax Increment District” or “TIF District” mean the Tax Increment Financing District No.
15 – Ebert Housing located within the Redevelopment Project Areas, a description of which is set
forth in the Tax Increment Plan, which was qualified as a redevelopment district under the Tax
Increment Act.
“Tax Increment Note” or “TIF Note” means the Tax Increment Financing Revenue Note to
be executed by the Authority and delivered to the Redeveloper pursuant to Article V hereof, in the
approximate principal amount of One Million Seven Hundred Fifty Thousand and No/100 Dollars
($1,750,000.00), a form of which is attached as Schedule B.
“Tax Increment Plan” or “TIF Plan” means the Tax Increment Financing Plan for the TIF
District approved by the Board of Commissioners of the Authority and the City Council on February
21, 2023, and as it may be amended.
“Termination Date” means the earlier of (i) February 1, 2045; (ii) the date the TIF District
terminates by law or is otherwise terminated, (iii) the date the final payment of principal and interest
on the TIF Note has been paid in full or defeased or the TIF Note has been earlier terminated in
accordance with its terms, or (iv) the date this Agreement is terminated or rescinded in accordance
with the terms hereunder.
"Unavoidable Delays" means delays outside the control of the Party claiming its occurrence
which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather,
natural disaster, acts of God, fire or other casualty to the Minimum Improvements, litigation
commenced by third parties which, by injunction or other similar judicial action, directly results in
delays, or acts of any federal, state or local governmental unit (other than the Authority or the City)
which directly result in delays or other causes beyond the control of the party claiming the delay.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties by the Authority. The Authority represents
and warrants that:
(a) The Authority is a public body corporate and politic duly organized under the laws of
the State. Under the provisions of the laws of the State, the Authority has the power to enter into this
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Agreement and carry out its obligations hereunder. The Authority has duly authorized the execution,
delivery and performance of this Agreement.
(b) Based on representation of the Redeveloper set forth in Section 2.2 below, the Tax
Increment District is a “redevelopment district” within the meaning of Minnesota of Minnesota
Statutes, section 469.174, subd. 10.
(c) The City has created, adopted and approved the Tax increment District and Tax
Increment Plan in accordance with the provisions of the Tax Increment Act.
(d) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Tax Increment Plan.
(e) The Authority makes no representation or warranty, either express or implied, as to
the Redevelopment Property or its condition, or that the Redevelopment Property is suitable for the
Redeveloper's needs except as specifically set forth in this Agreement.
(f) Subject to all of the terms and conditions of this Agreement, the Authority will issue
the TIF Note to the Redeveloper.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper
represents and warrants that:
(a) The Redeveloper is a Minnesota limited liability company organized and existing
under the laws of the State of Minnesota, is authorized to transact business in this State, and has duly
authorized the execution of this Agreement and the performance of its obligations under this
Agreement. None of the execution and delivery of this Agreement, the consummation of the
transactions contemplated by this Agreement, or the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with the terms of any indebtedness,
agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is
bound.
(b) The Redeveloper will acquire fee title to all of the Redevelopment Property by June1,
2023 and will construct and maintain the Minimum Improvements in accordance with the terms of
this Agreement, the TIF Plan, and all applicable local, State and Federal laws and regulations
(including, but not limited to, the TIF Act, environmental, zoning, building code and public health
laws and regulations).
(c) The construction of the Project to the size and scope contemplated by this Agreement
would not have been undertaken by the Redeveloper, and in the opinion of the Redeveloper would
not be economically feasible within the reasonably foreseeable future, without the assistance and
benefit to the Redeveloper provided in this Agreement.
(d) As of this date of execution of this Agreement, the Redeveloper has received no
notice or communication from any local, state or federal official that the anticipated activities of the
Redeveloper with respect to the Redevelopment Property may be or will be in violation of any
environmental law or regulation
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(e) There are no pending or threatened legal proceedings, of which the Redeveloper has
notice, contemplating the liquidation or dissolution of the Redeveloper or threatening its existence, or
seeking to restrain or enjoin the transactions contemplated by the Agreement, or questioning the
authority of the Redeveloper to execute and deliver this Agreement or the validity of this Agreement.
(f) Redeveloper will use commercially reasonable efforts to obtain, in a timely manner,
all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all
applicable local, state and federal laws and regulations which must be obtained or met before the
Minimum Improvements may be lawfully constructed.
(g) The Redeveloper will cooperate fully with the City and the Authority with respect to
any litigation commenced with respect to the Project.
(h) The Redeveloper will cooperate fully with the City and the EDA in resolution of any
traffic, parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
(i) The construction of the Project shall commence no later than November 1, 2023 and
barring Unavoidable Delays, will be substantially completed by May 1, 2025.
(j) The financing arrangements which the Redeveloper has obtained or will obtain to
finance the acquisition of the Redevelopment Property and the construction of the Minimum
Improvements, will be sufficient to enable the Redeveloper to successfully complete the Minimum
Improvements as contemplated by this Agreement.
(k) Whenever any Event of Default occurs, as defined in Article IX of this agreement, and
if the Authority shall employ attorneys or incur other expenses for the collection of payments due or
to become due or for the enforcement of performance or observance of any obligation or agreement
on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within
thirty (30) days of written demand by the Authority, pay to the Authority the reasonable fees of such
attorneys and such other reasonable expenses so incurred and paid for by the Authority.
(l) The Redeveloper has made its own projections of Tax Increment and revenues to be
generated from the Project and of the Redeveloper’s return on investment and the Redeveloper has
not relied on any assumptions, calculations, determinations or conclusions made by the Authority, its
governing body members officers or agents, including the independent contractors, consultants and
legal counsel, servants and employees thereof, with respect to the foregoing or in determining to
proceed with the Project;
(m) The person or persons executing this Agreement and related agreements and
documents on behalf of the Redeveloper have the authority to do so and to bind the Redeveloper by
their actions.
(n) The Redeveloper will not seek a reduction in the market value as determined by the
Dakota County assessor of the Project or other facilities, if any, that it constructs on the
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Redevelopment Property, pursuant to the provisions of this Agreement, for so long as the Tax
Increment Note remains outstanding.
ARTICLE III.
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 3.1. Construction of Minimum Improvements. The Redeveloper agrees that it
will construct the Minimum Improvements on the Redevelopment Property in accordance with the
Construction Plans and will operate and maintain, preserve and keep the Minimum Improvements or
cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and
every part and parcel thereof in good repair and condition.
Section 3.2. Construction Plans.
(a) Subject to Unavoidable Delays, on or before sixty (60) days following execution of
this Agreement, the Redeveloper shall submit to the Authority the Construction Plans for the
Minimum Improvements. The Construction Plans shall provide for the construction of the Minimum
Improvements and shall be in conformity with this Agreement, the TIF Plan and all applicable state
and local laws and regulations. The Authority shall approve the Construction Plans in writing if, in
the reasonable discretion of the Authority: (i) the Construction Plans conform to the terms and
conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the
Redevelopment Plan; (iii) the Construction Plans conform to all applicable federal, state and local
law, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for the
construction of the subject Minimum Improvements; (v) the Construction Plans do not provide for
expenditures in excess of the funds which will be available to the Redeveloper for the construction of
the Minimum Improvements; and (vi) no Event of Default has occurred or is continuing after
Redeveloper's timeframe to cure has lapsed as outlined in Section 9.2. No approval by the Authority
under this Section 3.2 shall relieve the Redeveloper of the obligation to comply with the terms of this
Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct
the Minimum Improvements. No approval by the Authority shall constitute a waiver of an Event of
Default. The Authority shall review the Construction Plans within thirty (30) days of submission of a
complete set of Construction Plans and either approve the same or provide Redeveloper with a list of
specific required changes to be made to the Construction Plans. Upon making the specific changes to
the Construction Plans as required by the Authority, the Redeveloper shall submit the Construction
Plans with the required changes to the Authority for approval and if Redeveloper made the required
changes, the Construction Plans shall be approved.
The Redeveloper hereby waives any and all claims and causes of action whatsoever resulting
from the review of the Construction Plans by the Authority and/or any changes in the Con struction
Plans requested by the Authority. Neither the Authority nor any employee or official of the Authority
shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any
work done pursuant to the Construction Plans, including changes requested by the Authority.
(b) If the Redeveloper desires to make any Material Change in any Construction Plans
after their approval by the Authority, the Redeveloper shall submit the proposed change to the
Authority for its approval.
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Section 3.3. Construction Requirements.
(a) Subject to Unavoidable Delays, the Redeveloper shall commence construction of the
Minimum Improvements by November 1, 2023. “Commence” shall mean beginning of physical
improvement of the Property, including demolition, grading, excavation, or other physical site
preparation work.
(b) Subject to Unavoidable Delays, the Redeveloper shall substantially complete
construction of the Minimum Improvements, except for landscaping; exterior matters such as
landscaping; and minor "punch list items", by May1, 2025. “Complete” shall mean that the
Minimum Improvements are sufficiently complete for the issuance of a Certificate of Occupancy.
(c) All work with respect to the Minimum Improvements to be constructed or provided by
the Redeveloper on the Redevelopment Property must be in substantial conformance with the
Construction Plans as submitted by the Redeveloper and approved by the Authority. The
Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the
Redevelopment Property, or any part thereof, that the Redeveloper, and its successors and assigns,
shall promptly begin and diligently prosecute to completion the development of the Redevelopment
Property through the construction of the Minimum Improvements thereon, and that such construction
shall in any event be completed within the period specified in this Section 3.3 of this Agreement,
subject to Unavoidable Delays. Subsequent to conveyance of the Redevelopment Property, or any
part thereof, to the Redeveloper, and until construction of the Minimum Improvements has been
completed, the Redeveloper, or its architect or contractor, shall make construction progress reports, at
such times as may reasonably be requested by the Authority, but not more than once a month, as to
the actual progress of the Redeveloper with respect to such construction.
Section 3.4. Certificate of Completion.
(a) Promptly after completion of the Minimum Improvements in accordance with those
provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the
Minimum Improvements (excluding the date for completion thereof), the Authority will furnish the
Redeveloper with a Certificate of Completion in the recordable form attached hereto as Schedule C.
Such Certificate of Completion by the Authority shall be furnished to Redeveloper within thirty (30)
days after request by Redeveloper, and shall be a conclusive determination of satisfaction and
termination of the agreements and covenants in the Agreement with respect to the obligations of the
Redeveloper, and its successors and assigns, to construct the Minimum Improvements and the date
for the completion thereof.
(b) If the Authority shall refuse or fail to provide the Certificate of Completion in
accordance with the provisions of this Section 3.4 of this Agreement, the Authority shall, within
thirty (30) days after written request by Redeveloper for the Certificate of Completion, provide the
Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper
has failed to complete the Minimum Improvements in accordance with the provisions of the
Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion
of the Authority, for the Redeveloper to take or perform in order to obtain such Certificate of
Completion.
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(c) The construction of the Minimum Improvements shall be deemed to be completed
when the Minimum Improvements are, as reasonably determined by the Authority, substantially
completed in accordance with the Construction Plans and when a certificate of occupancy is issued.
(d) The Certificate of Completion issued for the Minimum Improvements shall
conclusively satisfy and terminate the agreements and covenants of the Redeveloper in this
Agreement to construct the Minimum Improvements.
ARTICLE IV.
INSURANCE
Section 4.1. Insurance.
(a) The Redeveloper will provide and maintain at all times during the process of
constructing the Minimum Improvements and, from time to time at the request of the Authority,
furnish the Authority with proof of payment of premiums on:
(i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed
Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the
Minimum Improvements at the date of completion, and with coverage available in non-reporting
form on the so called "all risk" form of policy;
(ii) Comprehensive general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations, Broadening Endorsement including
contractual liability insurance) together with an Owner's Contractor's Policy with limits against
bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the
above-required limits, an umbrella excess liability policy may be used); and
(iii) Worker's compensation insurance, with statutory coverage and employer's
liability protection.
The policies of insurance required pursuant to clauses (i) and (ii) above shall be in form and
content reasonably satisfactory to the Authority and shall be placed with financially sound and
reputable insurers licensed to transact business in the State, the liabilit y insurer to be rated A or better
in Best's Insurance Guide. The policy of insurance delivered pursuant to clause (i) above shall
contain provision that coverage afforded under the policies shall not be cancelled without at least
thirty (30) days’ advanced written notice to the Authority, or ten (10) days’ notice for non-payment of
premium.
(b) Upon completion of construction of the Minimum Improvements and prior to the
Maturity Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and
from time to time at the request of the Authority shall furnish proof of the payment of premiums on,
insurance as follows:
(i) Insurance against loss and/or damage to the Minimum Improvements under a
policy or policies covering such risks as are ordinarily insured against by similar businesses,
including (without limiting the generality of the foregoing) fire, extended coverage, all risk vandalism
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and malicious mischief, boiler explosion, water damage, demolition cost, debris removal, and
collapse in an amount not less than the full insurable replacement value of the Minimum
Improvements. No policy of insurance shall be so written that the proceeds thereof will produce less
than the minimum coverage required by the preceding sentence, by reason of co-insurance provisions
or otherwise, without the prior consent thereto in writing by the Authority. The term "full insurable
replacement value" shall mean the actual replacement cost of the Minimum Improvements (excluding
foundation and excavation costs and costs of underground flues, pipes, drains and other uninsurable
items) and equipment. All policies evidencing insurance required by this subparagraph (i) with
respect to the Minimum Improvements shall be carried in the name of the Redeveloper and shall
contain standard clauses which provide for Net Proceeds of insurance resulting from claims per
casualty thereunder to the Minimum Improvements which are equal to or less than $100,000 for loss
or damage covered thereby to be made payable directly to the Redeveloper, and Net Proceeds from
such claims in excess of $100,000 to be made payable to a construction escrow account for the
reconstruction of the Minimum Improvements. The Redeveloper shall have the sole discretion to
settle any insurance claims, provided, however, the Authority shall be entitled to receive copies of all
information with regard to the insurance claim, notices of meetings, negotiations and proceedings
with regard to the claim and the right to participate in any such meetings or hearings.
(ii) Comprehensive general public liability insurance, including personal injury
liability (with employee exclusion deleted), and automobile insurance, including owned, non-owned
and hired automobiles, against liability for injuries to persons and/or property, in the minimum
amount for each occurrence and for each year of $2,000,000, for public liability and shall be endorsed
to show the Authority as additional insured.
(iii) Such other insurance, including worker's compensation insurance respecting
all employees of the Redeveloper, in such amount as is customarily carried by like organizations
engaged in like activities of comparable size and liability exposure; provided that the Redeveloper
may be self-insured with respect to all or any part of its liability for worker's compensation.
(c) All insurance required in Article IV of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Redeveloper which are authorized
under the laws of the State to assume the risks covered thereby. The Redeveloper will deposit
annually with the Authority binders evidencing all such insurance, or a certificate or certificates or
binders of the respective insurers stating that such insurance is in force and effect . Unless otherwise
provided in this Article IV of this Agreement each policy shall contain a provision that the insurer
shall not cancel nor modify it without giving at least thirty (30) days’ advanced written notice to the
Redeveloper and the Authority before the cancellation or modification becomes effective or ten (10)
days’ notice for non-payment of premium. Not less than fifteen (15) days prior to the expiration of
any policy, the Redeveloper shall furnish the Authority evidence satisfactory to the Authority that the
policy has been renewed or replaced by another policy conforming to the provisions of this Article IV
of this Agreement, or that there is no necessity therefor under the terms hereof. In lieu of separate
policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a
combination thereof, having the coverage required herein, in which event the Redeveloper shall
deposit with the Authority a certificate or certificates of the respective insurers as to the amount of
coverage in force upon the Minimum Improvements.
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(d) The Redeveloper agrees to notify the Authority immediately in the case of damage
exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. In the event that any such damage does not exceed
$100,000, the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements
to substantially the same or an improved condition or value as it existed prior to the ev ent causing
such damage and, to the extent necessary to accomplish such repair, reconstruction and restoration,
the Redeveloper will apply the Net Proceeds of any insurance relating to such damage received by
the Redeveloper to the payment or reimbursement of the costs thereof. Net Proceeds of any
insurance relating to such damage shall be paid directly to the Redeveloper.
In the event the Minimum Improvements or any portion thereof is destroyed by fire or other
casualty and the damage or destruction is estimated to equal or exceed $100,000, then the
Redeveloper shall within two hundred ten (210) days after such damage or destruction, subject to
Unavoidable Delays, and receipt of the proceeds of insurance relating to such damage or destruction,
proceed forthwith to repair, reconstruct and restore the damaged Minimum Improvements to
substantially the same condition or utility value as it existed prior to the event causing such damage
or destruction and, to the extent necessary to accomplish such repair, reconstruction and restoration,
the Redeveloper will apply the Net Proceeds of any insurance relating to such damage or destruction
received by the Redeveloper to the payment or reimbursement of the costs thereof. Any Net
Proceeds remaining after completion of construction shall be disbursed to the Redeveloper.
(e) The Redeveloper shall use commercially reasonable efforts to complete the repair,
reconstruction and restoration of the Project, whether or not the proceeds of insurance received by the
Redeveloper for such purposes are sufficient to pay for the same. Any proceeds remaining after
completion of the repair, reconstruction, and restoration of the Project shall be the sole property of
the Redeveloper.
(f) The foregoing notwithstanding, if the Redeveloper is diligently restoring the Project,
said two hundred ten (210) day period shall be extended so long as Redeveloper continues to use all
commercially reasonable efforts to complete the restoration.
(g) Notwithstanding anything contained herein to the contrary, if there is a mortgage on
the Project or any part thereof for which insurance proceeds are payable, the terms of said mortgage
shall govern the collection and disbursement thereof.
Section 4.2. Condemnation.
(a) In the event that title to and possession of the Redevelopment Property, or any part
thereof shall be taken in condemnation or by exercise of the power of eminent domain by any
governmental body or other person the Redeveloper shall, with reasonable promptness notify the
Authority as to the nature and extent of such taking. The Redeveloper shall use its sole discretion to
settle any condemnation claims; provided, however, the Authority shall be entitled to receive copies
of all notices of meetings, negotiations and proceedings with regards to such claim and to participate
in any such meetings or hearings unless the Authority is the condemning authority.
(b) In the event of a substantial taking of the Redevelopment Property or of the Minimum
Improvements which materially interferes with the Redeveloper's ability to continue to operate its
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business from the Redevelopment Property, the Redeveloper may terminate this Agreement upon
written notice to the Authority, retain the Net Proceeds of any condemnation award and be relieved of
any and all further liability under this Agreement.
(c) In the event a condemnation or taking does not involve a substantial portion of the
Redevelopment Property or the Minimum Improvements to the extent that it materially interferes
with the Redeveloper's ability to continue to operate its business from the Redevelopment Property,
then the Redeveloper shall proceed to forthwith repair, reconstruct and restore the Redevelopment
Property and the Minimum Improvements to the extent possible. The Net proceeds of the
condemnation award shall be applied by the Redeveloper as provided in subparagraphs (d) and (e) of
Section 4.1 for insurance proceeds, to the extent such provisions are applicable. Any Net Proceeds
from condemnation remaining after completion of such repairs, construction and restoration shall be
remitted to the Redeveloper.
ARTICLE V.
STATUS OF REDEVELOPMENT PROPERTY; ISSUANCE OF TIF NOTE
Section 5.1 Status of Redevelopment Property. The Redevelopment Property consists of
the property legally described in Schedule A hereof. As of the date of this Redevelopment
Agreement, the Redeveloper is fee owner of a portion of the Redevelopment Property and is under
contract to acquire the remaining portion of the Redevelopment Property. The Redeveloper
acknowledges that the Authority has no obligation to acquire any of the Redevelopment Property.
Section 5.2 Issuance of Pay-As-You-Go Note.
(a) Qualifying Costs. In order to make construction of the Minimum Improvements
financially feasible, the Authority will reimburse the Redeveloper for a portion of the costs of land
acquisition, site improvements and preparation, parking, footings and foundations, insurance and
payment or performance bond premiums; professional fees, including architectural and engin eering
fees and expenses and such other costs as are incurred by the Redeveloper and reasonably determined
by the Authority to as eligible for reimbursement with tax increment under the TIF Act (the
“Qualifying Costs”) through issuance of the TIF Note in accordance with this Section.
The TIF Note shall be dated, issued and delivered to the Redeveloper by the Authority upon
satisfaction of the following:
(i) the Redeveloper has acquired all of the Redevelopment Property in fee;
(ii) the Redeveloper has constructed the Minimum Improvements and the
Authority has issued the Certificate of Completion;
(iii) the Redeveloper has delivered to the Authority a signed statement including
written evidence satisfactory to the Authority that Redeveloper has incurred Qualifying Costs
in an amount at least equal to the principal amount of the TIF Note, which evidence must
include copies of the paid invoices and lien waivers or other comparable evidence for costs of
allowable Qualifying Costs;
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(iv) the Redeveloper has reimbursed the Authority for all of its administrative costs
incurred in conjunction with the processing of Redeveloper’s request as set forth in Section
5.6 hereof;
(v) there has been no Event of Default on the part of the Redeveloper which has
not been cured;
(vi) the Redeveloper has submitted and obtained Authority approval of financing in
accordance with Section 7.1; and
With respect to the payment of principal of and interest on the TIF Note, however, the
principal of the TIF Note shall not be payable and the interest on the TIF Note shall not accrue until
the date upon which the Authority receives and approves written evidence that the Redeveloper has
paid Qualifying Costs in at least the principal amount of $1,750,000.00.
(b) The parties agree that the completion of construction of Minimum Improvements on the
Redevelopment Property by the Redeveloper is essential to the successful completion of the Project.
The construction costs of the Minimum Improvements are estimated to be at least $15,708,922.00.
The Redeveloper shall pay the cost of the Minimum Improvements.
(c) The Authority shall reimburse the Redeveloper for a portion of the Qualifying Costs
incurred by Redeveloper through the issuance of the TIF Note, in substantially the form attached to
this Agreement as Schedule B. The Authority shall issue and the Redeveloper shall enter into the
Note in the maximum principal amount of One Million Seven Hundred Fifty Thousand, and No/100
Dollars ($1,750,000.00). The unpaid principal of the note shall bear simple non-compounding
interest from the date of issuance of the TIF Note, at 6.0% per annum. Interest shall be computed on
the basis of a 360 day year consisting of twelve (12) 30-day months. The principal amount of the
Available Tax Increment Note and the interest thereon shall be payable solely from the Available Tax
Increments. The TIF Note shall be dated, issued and delivered when the Redeveloper shall have
demonstrated in writing to the reasonable satisfaction of the Authority that the construction of the
Minimum Improvements has been completed and that the Redeveloper has incurred and paid all costs
of the Qualifying Costs and shall have submitted evidence of payment (shown in the form of
contractor certifications, invoices and lien waivers) for the costs of construction of the Qualifying
Costs in an amount not less than principal amount of the TIF Note, provided no uncured Event of
Default by the Redeveloper has occurred and is continuing under the Agreement and Redeveloper has
otherwise complied with all Authority requirements for the Project and the terms and conditions of
this Agreement.
The terms of the TIF Note will be substantially those set forth in the form of the Note shown in
Schedule B, and the Note will be subject to all terms of the Authorizing Resolution, which is
incorporated herein by reference.
(d) The amounts of the TIF Note and the interest thereon payable by the Authority to the
Redeveloper shall be solely pursuant to the formula set forth in the TIF Note, and shall be payable
solely from the Available Tax Increments, as defined in the TIF Note.
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(e) The payment dates of the TIF Note shall be the Note Payment Dates. On each Note
Payment Date and subject to the provisions of the TIF Note, the Authority shall pay Redeveloper
Available Tax Increments generated by the Project and received by the Authority during the
preceding six months (or, with respect to the first Note Payment Date, in the period commencing on
the date of issuance of the TIF Note through the day prior t o the first Note Payment Date). All such
payments shall be applied first to the payment of accrued interest and then to the payment of the
principal of the Note.
(f) The TIF Note shall be a special and limited obligation of the Authority and not a
general obligation of the Authority and only Tax Increments shall be used to pay on the TIF Note.
The payment amounts due thereon shall be payable solely from Tax Increments from the Tax
Increment District which are paid to the Authority and which the Authority is entitled to retain
pursuant to the Tax Increment Act.
(g) The Authority's obligation to make payments on the TIF Note on any Note Payment
Date or any date thereafter shall be conditioned upon the requirement that (i) there shall not at that
time be an Event of Default that has occurred and is continuing under this Agreement, (ii) this
Agreement shall not have been rescinded and (iii) the Redeveloper has paid its property taxes and the
Authority has received from the County the Tax Increments generated by the Project.
(h) The TIF Note shall be governed by and payable pursuant to the additional terms
thereof, as set forth in Schedule B. In the event of any conflict between the terms of the TIF Note
and the terms of this Section 5.2, the terms of the TIF Note shall govern. The issuance of the TIF
Note pursuant and subject to the terms of this Agreement, and the taking by the Authority of such
additional actions as counsel for the Authority may require in connection therewith, are hereby
authorized and approved by the Authority.
(i) The Redeveloper acknowledges that the Authority has made no warranties or
representations to the Redeveloper as to the amounts of Tax Increment that will be generated or that
the “Available Tax Increment,” as defined in the TIF Note, will be sufficient to pay the TIF Note or
interest payable thereon in whole or in part. Nor is the Authority warranting that it will have
throughout the term of this Agreement and the TIF Note the continuing legal ability under State law
to apply Tax Increment to the payment of the TIF Note, which continued legal ability is a condition
precedent to the Authority’s obligations under the TIF Note.
(j) The estimate of Qualifying Costs eligible for Tax Increment is based on budget
estimates submitted by the Redeveloper. The Redeveloper understands and acknowledges that if the
Qualifying Costs exceed the Tax Increment, the Redeveloper will only be reimbursed for Public
Development in the principal amount of the TIF Note.
Section 5.3. Redeveloper Acknowledgments. The Redeveloper understands and
acknowledges the following:
(a) The Authority makes no representations or warranties regarding the amount of the Tax
Increment that will be available, or that revenues pledged to repayment of the TIF Note will be
sufficient to pay all or any of the amounts payable on the TIF Note. The Authority additionally
makes no representations as to the sufficiency of the Redevelopment Property (including soil
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conditions or the presence of hazardous substances on the Redevelopment Property) for the Project.
Any estimates of Tax Increment available prepared by the Authority, or the Authority’s independent
municipal advisor, consultants, agents, employees or officers in connection with the TIF District or
this Agreement are for the sole benefit of the Authority, and are not intended as representations on
which the Redeveloper or any purchaser of the TIF Note may rely. The Redeveloper further
understands and acknowledges that no assistance is being provided by the Authority under this
Agreement except through the issuance of the TIF Note, and the Redeveloper has no claim against
any funds of the Authority except as set forth in the Authorizing Resolution and the TIF Note.
Section 5.4. Records. The Authority and its representatives shall have the right at all
reasonable times after reasonable notice to inspect, examine, and copy all books and records of
Redeveloper relating to the Minimum Improvements. Redeveloper shall also use its best efforts to
cause the contractor or contractors, all sub-contractors and their agents and lenders to make their
books and records relating to the Project available to Authority, upon reasonable notice, for
inspection, examination and audit. Such records shall be kept and maintained by Redeveloper until
the Termination Date.
Section 5.5. Business Subsidy. The parties agree and understand that the financial assistance
described in this Agreement does not constitute a business subsidy within the meaning of the
Business Subsidy Act, because the assistance is for housing, an enumerated exception under Section
116J.993, subdivision 3(7) of the Business Subsidy Act. The Redeveloper releases and waives any
claim against the Authority and its governing body members, officers, agents, servan ts and
employees thereof arising from application of the Business Subsidy Act to this Agreement, including
without limitation any claim that the Authority failed to comply with the Business Subsidy Act with
respect to this Agreement.
Section 5.6. Payment of Authority Costs. The Redeveloper agrees that it will pay, the
reasonable costs of consultants and attorneys retained by the Authority and the City in connection
with the creation of the TIF District and the negotiation in preparation of this Agreemen t and other
incidental agreements and documents related to the development contemplated hereunder (the
“Authority Costs”). The Redeveloper has deposited with the Authority the sum of $6,000.00 to
reimburse the Authority for its actual out of pocket Authority Costs and any excess will be returned
to the Redeveloper. The Authority Costs shall be paid by the Authority from the Redeveloper’s
deposit. If the Authority determines that the deposit is inadequate, the Authority shall notify the
Developer of the amount necessary to increase the deposit and the Redeveloper shall provide such
additional funds within 10 days of notification by the Authroity that the deposit is inadequate. The
Authority will provide written reports describing the costs accrued under this Section upon request
from the Redeveloper, but not more often than intervals of forty-five (45) days. Notwithstanding the
foregoing, any Authority Costs incurred by the Authority after the receipt by the Authority of the first
payment of Tax Increment by the County will be paid by the Authority, and the Redeveloper will
have no obligation to pay any Authority Costs incurred after such date. Upon termination of this
Agreement in accordance with its terms, the Redeveloper remains obligated under this Section for
costs incurred through the effective date of Termination. Authority Costs do not include any
payments for City and Authority staff costs and expenses.
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ARTICLE VI.
USE OF TAX INCREMENT; TAXES
Section 6.1. Use of Tax Increment. Except with respect to its obligations to the Redeveloper
under this Agreement in connection with Tax Increment, the Authority shall be free to use any Tax
Increment is receives from the TIF District for any purpose for which such Tax Increment may
lawfully be used under the TIF Act and pursuant to other general provisions of State law, and the
Authority shall have no obligations to the Redeveloper with respect to the use of such Tax Increment.
Section 6.2. Reimbursement of Tax Increment. Section 469.176, subdivision 4j of the TIF
Act limits the use of Tax Increment in a redevelopment district to specific permitted uses. Section
469.1771, subd. 3 of the TIF Act requires the Authority to pay the County for Tax Increment
distributed to the Authority and used to assist a project which does not qualify for tax increment
assistance. If the Authority is required to pay Tax Increment to the County or any other
governmental entity pursuant to Section 469.1771 of the TIF Act, or any other provision of the TIF
Act, by reason of any Redeveloper act or omission that is substantially inconsistent with or contrary
to the terms of this Agreement, the Redeveloper agrees, for itself and its successors and assigns, to
reimburse a similar amount to the Authority within sixty (60) days’ written notice from the Authority.
This obligation to reimburse Tax Increment to the Authority shall run with the Redevelopment
Property, and each subdivided part thereof, and shall bind the Redeveloper and its successors and
assigns. The Authority is authorized to undertake all necessary legal action to recover said amounts
described in this Section from the Redeveloper. Any sum owed under this Section but not
reimbursed by the Redeveloper or its successors and assigns shall remain a lien against the
Redevelopment Property and the Minimum Improvements, or any part thereof, until paid.
Section 6.3. Review of Taxes.
(a) The Redeveloper agrees that prior to the Termination Date, it will not cause a
reduction in the real property taxes paid in respect of the Redevelopment Property through: (A)
willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to
reconstruct damaged or destroyed property pursuant to Section 4.1 of this Agreement. The
Redeveloper also agrees that it will not, prior to the Termination Date, seek exemption from property
tax for the Redevelopment Property or any portion thereof or transfer or permit the transfer of the
Redevelopment Property to any entity that is exempt from real property taxes and state law (other
than any portion thereof dedicated or conveyed to the City in accordance with platting of the
Redevelopment Property), or apply for a deferral of property tax on the Redevelopment Property
pursuant to any law.
Section 6.4. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the
Authority is providing substantial aid and assistance in furtherance of the completion of the
Minimum Improvements through issuance of the TIF Note. The Redeveloper understands that the
Tax Increment pledged to payment of the TIF Note is derived from real estate taxes on the
Redevelopment Property and the Minimum Improvements, which taxes must be promptly, timely an d
fully paid. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the
obligation pursuant to State Statute to pay real estate taxes, that it is also obligated by reason of this
Agreement, through the Termination Date, to pay before delinquency all ad volarem taxes and special
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assessments levied on the Redevelopment Property and the Minimum Improvements. The
Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority
to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes, and any
penalty or interest thereon, and to pay over the same as a tax payment to the County. In any such
suit, the Authority shall also be entitled to recover from the Redeveloper the Authority’s costs,
expenses and reasonably attorney fees. Nothing in this Section shall prevent the Redeveloper from
contesting the amount of real estate taxes (whether because of valuati on, classification or otherwise)
in accordance with state law.
ARTICLE VII.
OTHER FINANCING
Section 7.1. Generally. Upon execution of this Agreement, the Redeveloper shall submit to
the Authority or provide access thereto for review by Authority staff, consultants and agents,
evidence reasonably satisfactory to the Authority that Redeveloper has available funds, or
commitments to obtain funds, whether in the nature of mortgage financing, equity, grants, loans, or
other sources sufficient for paying the cost of developing the Minimum Improvements, provided that
any lender or grantor commitments shall be subject only to such conditions as are normal and
customary in the commercial lending industry.
Section 7.2. Authority’s Option to Cure Default on Mortgage. In the event that any
portion of the Redeveloper’s funds is provided through mortgage financing, and there occurs a
default under any Mortgage reviewed by the Authority pursuant to Article VII of this Agreement, the
Redeveloper shall cause the Authority to receive copies of any not ice of default received by the
Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not
the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are
available to the Redeveloper under the Mortgage documents, to the extent the Mortgage documents
permit the Authority to cure such default.
Section 7.3. Modification; Subordination. If required by the Redeveloper’s construction
lender, the Authority agrees to subordinate this Agreement to the construction mortgage to provide
that mortgage with a first lien priority, in a form r easonably acceptable to the Authority and approved
by the Authority by formal action.
ARTICLE VIII.
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER, INDEMNIFICATION
Section 8.1. Representation as to Development. The Redeveloper represents and agrees
that its undertakings pursuant to the Agreement, are, and will be used, for the purpose of development
of the Redevelopment Property and not for speculation in land holding.
Section 8.2. Prohibition Against Transfer of Redevelopment Property and Assignmen t
of Agreement. Also, for the foregoing reasons the Redeveloper represents and agrees that prior to
issuance of a Certificate of Completion of the Minimum Improvements:
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(a) Except only by way of security for, and only for, the purpose of obtaining fin ancing
necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property, or
any part thereof, to perform its obligations with respect to undertaking the development contemplated
under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper has not
made or created and will not make or create or suffer to be made or created any total or partial sale,
assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or
with respect to this Agreement or the Redevelopment Property or any part thereof or any interest
therein, or any contract or agreement to do any of the same, to any person or entity whether or not
related in any way to the Redeveloper (collectively, a “Transfer”), without the prior written approval
of the Authority (whose approval will not be unreasonably withheld, subject to the standards
described in paragraph (b) of this Section) unless the Redeveloper remains liable and bound by this
Agreement in which event the Authority’s approval is not required. Any such Transfer shall be
subject to the provisions of this Agreement. For the purposes of this Agreement, the term Transfer
does not include (i) acquisition of a controlling interest in the Redeveloper by another person or
entity or merger of the Redeveloper with another entity; (ii) any sale, conveyance, or transfer in any
form to any Affiliate; or (iii) any lease, license, easement or similar arrangement entered into in the
ordinary course of business related to operation of the Minimum Improvements.
(b) In the event the Redeveloper, upon Transfer of the Redevelopment Property or any
portion thereof, seeks to be released from its obligations under this Agreement as to the portions of
the Redevelopment Property that are transferred, the Authority shall be entitled to require, except as
otherwise provided in this Agreement, as conditions to any such release that:
(i) Any proposed transferee shall have the qualifications and financial responsibility,
in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations
undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment
Property to be transferred.
(ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and
in form recordable in the public land records of the County, shall, for itself and its successors
and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the
obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment
Property to be transferred and agreed to be subject to all the conditions and restrictions to
which the Redeveloper is subject as to such portion; provided, however, that the fact that any
transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or
any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed,
and shall not (unless and only to the extent otherwise specifically provided in this Agreement
or agreed to in writing by the Authority) deprive the Authority of any rights or remedies o r
controls with respect to the Redevelopment Property, the Minimum Improvements or any part
thereof or the construction of the Minimum Improvements; it being the intent of the parties as
expressed in this Agreement that (to the fullest extent permitted at law and in equity and
excepting only in the manner and to the extent specifically provided otherwise in this
Agreement) no transfer of, or change with respect to, ownership in the Redevelopment
Property or any part thereof, or any interest therein, however consummated or occurring, and
whether voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the
Authority of or with respect to any rights or remedies on controls provided in or resulting
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from this Agreement with respect to the Redevelopment Property that the Authority would
have had, had there been no such transfer or change. In the absence of specific written
agreement by the Authority to the contrary, no such transfer or approval by the Authority
thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by
this Agreement or otherwise with respect to the Redevelopment
Property, from any of its obligations with respect thereto.
(iii) Any and all instruments and other legal documents involved in effecting the
transfer of any interest in this Agreement or the Redevelopment Property governed by this
Article, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing
conditions are satisfied the Redeveloper shall be released from its obligation under this
Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or
otherwise conveyed.
Section 8.3. Release and Indemnification Covenants.
(a) The Redeveloper releases from and covenants and agrees that the Authority and the
governing body members, officers, agents, servants and employees thereof (collectively, the
“Indemnified Parties”) shall not be liable for and agrees to indemnify and hold harmless the
Authority and the governing body members, officers, agents, servants and employees thereof against
any loss or damage to property or any injury to or death of any person o ccurring at or about or
resulting from any defect in the Redevelopment Property or the Minimum Improvements.
(b) Except for gross or willful or negligent misrepresentation of the Indemnified Parties,
and except for any breach by any of the Indemnified Parties of their obligations under this
Agreement, the Redeveloper agrees to protect and defend the Indemnified Parties, now or forever,
and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other
proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this
Agreement, or the transactions contemplated hereby or the acquisition, construction, installation,
ownership, and operation of the Minimum Improvements.
(c) The Indemnified Parties shall not be liable for any damage or injury to the persons or
property of the company or its officers, agents, servants or employees or any other p erson who may
be about the Redevelopment Property or Minimum Improvements due to any act of negligence of an y
person other than the Indemnified parties.
(d) None of the Indemnified Parties shall be liable to the Redeveloper or to any third party
for any consequential or other damages that may arise out of delays of any kind relating to activities
undertaken pursuant to this Agreement, including but not limited to delays due to environmental
conditions, court challenges or elements outside the control of the Authority.
(e) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant or
employee of the Authority in the individual capacity thereof.
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(f) Notwithstanding anything else contained in the foregoing to the contrary, none of the
foregoing indemnifications of the Authority shall include or be deemed to include any matter which
arises out of or is due to the responsibility or obligation of the Authority under this Agreement.
(g) Nothing in this Section is intended to waive any municipal liability limitations
contained in Minnesota Statutes, particularly Chapter 466.
ARTICLE IX.
EVENTS OF DEFAULT
Section 9.1. Events of Default Defined. The following shall be "Events of Default" under
this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement
(unless the context otherwise provides), any one or more of the following events and the passing of
any applicable cure period
(a) Failure by the Redeveloper to pay when due any payments required to be paid under
this Agreement or to pay when due ad valorem taxes on the Redevelopment Property.
(b) The Redeveloper:
(i) files any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United States
Bankruptcy Act or under any similar federal or State law;
(ii) the Redeveloper institutes voluntary proceedings in bankruptcy,
(ii) involuntary proceedings in bankruptcy shall be instituted against the Redeveloper that are
not discharged within one hundred twenty (120) days thereafter, (iii) any proceedings shall be
instituted by or against the Redeveloper under any Law relating to insolvency or bankruptcy
reorganization, and in the case of an involuntary proceeding, that is not discharged within one
hundred twenty (120) days after filing, (iv) a trustee or receiver shall be appointed for the
Redeveloper by any court of competent jurisdiction, or (v) the Redeveloper shall make a
general assignment for the benefit of its creditors;
(iii) admits in writing its inability to pay its debts generally as they become due; or
(iv) is adjudicated as bankrupt or insolvent.
(c) Subject to Unavoidable Delays, failure by the Redeveloper to: (i) acquire all of the
Redevelopment Property by June 1, 2023 and (ii) commence, diligently pursue and complete
construction of the Minimum Improvements, or portions thereof, pursuant to the terms, conditions
and limitations of this Agreement.
(d) Failure by Redeveloper to observe or perform any other covenant, condition,
obligation or agreement on its part to be observed or performed hereunder.
(e) If any warranty or representation by the Redeveloper in this Agreement is untrue in
any material respect.
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Section 9.2. Remedies on Default. Whenever any Event of Default by Redeveloper referred
to in Section 9.1 of this Agreement occurs, the Authority may take any one or more of the following
actions and unless otherwise provided such actions may be taken only after providing thirty (30) days
written notice to the Redeveloper of the Event of Default and the Event of Default has not been cured
within said thirty (30) days or, if the Event of Default is by its nature incurable w ithin thirty (30)
days, the Redeveloper does not provide assurances to the Authority reasonably satisfactory to the
Authority that the Event of Default will be cured and will be cured as soon as reasonably possible:
(a) Suspend its performance under the Agreement and the TIF Note until it receives
assurances from the Redeveloper, deemed adequate by the Authority, that the Redeveloper will cure
its default and continue its performance under the Agreement. This suspension shall not, however,
extend the time period during the Redeveloper must complete the Minimum Improvements;
(b) Cancel and rescind this Agreement and the TIF Note; provided, however, the
Authority agrees that it will not exercise this remedy for a period of up to one hundred eighty (180)
days after giving written notice to the Redeveloper if the Redeveloper has commenced to cure the
Event of Default within the 30-day period after such notice and is diligently pursuing a cure of the
default;
(c) Take whatever action, including legal, equitable or administrative action, which may
appear necessary or desirable to the Authority to collect any payments due or damages arising under
this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant
of the Redeveloper under this Agreement.
Upon an Event of Default by the Redeveloper, the Authority or the Redeveloper shall have
the right to request a meet and confer process. Such process may be exercised concurrently with, in
addition to, or in lieu of, the exercise of any other remedies and shall not preclude the subsequent
exercise of any remedies. To initiate the meet and confer process, written notice shall be provided by
the party requesting a meet and confer process. Thereafter, the parties shall meet and confer in an
attempt to remedy and resolve the Redeveloper Event of Default. The parties shall meet a minimum
of three (3) times within a thirty (30) day period and shall work in good faith to attempt to remedy
and resolve the Redeveloper Event of Default
Section 9.3. No Remedy Exclusive. No remedy is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be in
addition to every other remedy given under this Agreement or now or hereafter existing at law or in
equity or by statute. No delay or omission to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a waiver thereof, but any such right
and power may be exercised from time to time and as often as may be deemed expedient. In order to
entitle the Authority or the Redeveloper to exercise any remedy reserved to it, it shall not be
necessary to give notice, other than such notice as may be required in this Article IX or as otherwise
provided in this Agreement.
Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other
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party, such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other concurrent, previous or subsequent breach hereunder.
Section 9.5. Attorney’s Fees. Whenever any Event of Default occurs and either the
Authority or the Redeveloper shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement of performance or observance of any
obligation or agreement on the part of the Redeveloper or the Authority under this Agreement, the
Redeveloper and the Authority agree that it shall, within thirty (30) days of written demand by the
other party pay to the other party the reasonable fees of such attorneys and such other expenses so
incurred by such party; provided, that the Redeveloper or the Authority shall only be obligated to
make such reimbursement if the other party prevails in such collection or enforcement action.
Section 9.6. Risk of Certain Losses; Unavoidable Delay. The non-occurrence of any
condition under this Agreement shall not give rise to any right otherwise provided in this Agreement
when such failure or non-occurrence is due to the occurrence of an Unavoidable Delay event and
without the fault of the Party claiming an extension of time to perform or excuse from performance.
Without limitation of and in addition to the foregoing, if a Party hereto shall be delayed or hindered
or prevented from the performance of any obligation required under this Agreement by reason of an
Unavoidable Delay event, then the performance of such obligation shall be excused for the period of
delay and the period for performance of any such act shall be extended for a period equivalent to the
period of such delay. An extension of time for any such cause, if any, shall be limited to the peri od
of delay due to such cause, which period shall be deemed to commence from the time of the
commencement of the cause; provided, however, that if notice by the Party claiming such extension
is sent to the other Party more than thirty (30) days after the commencement of the cause, the period
shall be deemed to commence thirty (30) days prior to the giving of such notice. The Party claiming
an Unavoidable Delay event shall remedy the Unavoidable Delay event with all reasonable dispatch
and shall make commercially reasonable efforts to avoid the adverse impacts thereof and to resolve
the event or occurrence once it has occurred in order to resume performance. As soon as the Party
claiming an Unavoidable Delay event is able to resume performance of all or a portion of its
obligations excused as a result of the occurrence of Unavoidable Delay, such Party shall give prompt
notice thereof to the other Party. Times of performance under this Agreement also may be extended
as mutually agreed upon in writing by the parties. However, failure to agree to a proposed extension
of time for performance shall not be deemed grounds for delay or failure to timely cure an Event of
Default under this Agreement.
Section 9.7. Redeveloper Remedies on Authority Events of Default. Whenever any Event
of Default occurs by the Authority, Redeveloper may take whatever action at law or in equity may
appear necessary or desirable to enforce performance and observance of any obligation, agreement,
or covenant of the Authority under this Agreement, including an action for specific performance.
ARTICLE X.
ADDITIONAL PROVISIONS
Section 10.1. Restrictions on Use. The Redeveloper agrees for itself and its successors and
assigns and every successor in interest to the Redevelopment Property, or any part thereof, that the
Redeveloper and such successors and assigns shall operate, or cause to be operated, the Project for
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any purpose other than as a rental housing facility and shall devote the Redevelopment Property to,
and in accordance with, the uses specified in this Agreement.
Section 10.2. Equal Employment Opportunity. The Redeveloper, for itself and its
successors and assigns, agrees that during the construction of the Minimum Improvements provided
for in this Agreement it will comply with all applicable federal, state and local equal employment and
nondiscrimination laws and regulations.
Section 10.3. Conflicts of Interest. No member of the governing body or other official of
the Authority shall have any financial interest, direct or indirect, in this Agreement, the Project or any
contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with
respect thereto, nor shall any such member of the governing body or other official participate in any
decision relating to the Agreement which affects his personal interest or the interest of any
corporation, partnership or association in which he is, directly or indirectly, interested. No member,
official or employee of the Authority shall be personally liable to the Redeveloper or any successors
in interest, in the event of any default or breach by the Authority or for any amount that may become
due to the Redeveloper or successor or on any obligations under the terms of the Agreement.
Section 10.4. Waiver and Release by Redeveloper. The Redeveloper hereby waives,
releases and forever discharges the Authority from any claim for costs incurred in preliminary plans,
specifications, professional fees or legal fees in connection with the Project.
Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles and
Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in
construing or interpreting any of its provisions.
Section 10.6. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under the Agreement by either party to the
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage
prepaid, return receipt requested or delivered personally; and
(a) In the case of the Redeveloper, is addressed or delivered personally to:
Ten Nineteen Development, LLC
_23350 County Rd 10_____________________
Corcoran, MN 55357______________________
Attn.: James O. Rasmussen_______________
Telephone: 763-498-7844
Email: jrasmussen@ebertcompanies.com
with a copy to:
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Ebert Companies__________________
23350 County Rd 10__________________
Corcoran, MN 55357__________________
Attn: Greg Hayes_____________
Telephone: 763-498-7844
Email: ghayes@ebertcompanies.com
(b) In the case of the Authority, is addressed or delivered personally to:
Economic Development Authority of the City of Farmington, Minnesota
430 Third St.
Farmington, Minnesota, 55024
Attn: Executive Director
with a copy to:
Andrea McDowell Poehler
CAMPBELL KNUTSON
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
(c) Either Party may, upon written notice to the other Party, change the address to which
such notices and demands are made.
Section 10.7. Disclaimer of Relationship. The Redeveloper acknowledges that nothing
contained in this Agreement nor any act by the Authority or the Redeveloper shall be deemed or
construed by the Redeveloper or 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.
Section 10.8. Covenants Running with the Land. The terms and provisions of this
Agreement shall be deemed to be covenants running with the Redevelopment Property and shall be
binding upon any successors or assigns of the Redeveloper and any future owners or encumbrancers
of the Redevelopment Property.
Section 10.9. Counterparts. This Agreement is executed in any number of counterparts,
each of which shall constitute one and the same instrument.
Section 10.10. Law Governing. This Agreement will be governed and construed in
accordance with the laws of Minnesota.
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Section 10.11. Re-execution of Documents. The Authority and the Redeveloper agree to re-
execute any documents that may be necessary to correct an error or to enable said document to be
filed of record.
Section 10.12. Expiration. This Agreement shall expire on the Termination Date.
Section 10.13. Provisions Surviving Rescission or Expiration. Section 5.6 and 8.3 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out of
any event, occurrence or circumstance existing prior to the date thereof.
[Remainder of page intentionally left blank]
[Signature pages to follow]
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IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in
its name and behalf, and the Redeveloper has caused this Agreement to be duly executed in its name
and behalf, on or as of the date first above written.
ECONOMIC DEVELOPMENT AUTHORITY OF
THE CITY OF FARMINGTON, MINNESOTA
By: ____________________________________
_____________, Its Chairperson
By: ____________________________________
Deanna Kuennen, Its Executive Director
STATE OF MINNESOTA )
)ss.
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this _____ day of ___________,
2023, by ____________ and Deanna Kuennen, respectively, the Chairperson and Executive Director
of the Economic Development Authority of the City of Farmington, Minnesota, a public body
corporate and politic under the laws of the State of Minnesota, on its behalf.
______________________________________
Notary Public
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TEN NINETEEN DEVELOPMENT, LLC
By:
Name:
Its: ______________
STATE OF MINNESOTA )
)ss.
COUNTY OF _________ )
The foregoing instrument was acknowledged before me this _____ day of ___________,
2023, by _____________________, the ______________ of Ten Nineteen Development, LLC, a
Minnesota limited liability company, on its behalf.
______________________________________
Notary Public
DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
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SCHEDULE A
Description of Redevelopment Property
Parcel 1:
Lots 1 and 2, Block 1, Town of Farmington, according to the recorded plat, Dakota County,
Minnesota.
Parcel 2:
That part of the Southwest Quarter of the Northeast Quarter of Section 31, Township 114, Range 19,
and the railroad right of way, as dedicated on the recorded plat of TOWN OF FARMINGTON,
Dakota County. Minnesota, described as follows:
Beginning at the Northwest corner of Block 22 of said plat of TOWN OF FARMINGTON; thence
North 89 degrees 36 minutes 10 seconds West, assuming the West line of said Block 22 bears North
11 degrees 34 minutes 01 seconds East, a distance of 101.93 feet to a line parallel with and 100 feet
Westerly of said West line of Block 22, as measured at a right angle therefrom; thence South 11
degrees 34 minutes 01 seconds West, along said parallel line, a distance of 53.80 feet; thence South
78 degrees 25 minutes 59 seconds East, a distance of 23.37 feet; thence South 32 degrees 54 minutes
37 seconds East, a distance of 23.65 feet; thence South 09 degrees 42 minutes 34 seconds West, a
distance of 108.20 feet; thence South 80 degrees 18 minutes 48 seconds East, a distance of 42.02 feet;
thence South 89 degrees 30 minutes 58 seconds East, a distance of 14.83 feet to the West line of said
Block 22; thence North 11 degrees 34 minutes 01 seconds East, along said West line, a distance of
194.34 feet to the point of beginning.
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SCHEDULE B
FORM OF TIF NOTE
Rate $1,750,000
6.0%
UNITED STATES OF AMERICA
STATE OF MINNESOTA
DAKOTA COUNTY
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF FARMINGTON, MINNESOTA
TAX INCREMENT REVENUE NOTE
The Economic Development Authority for the City of Farmington, Minnesota(the
“Authority”), hereby acknowledges itself to be indebted and, for value received, hereby promises to
pay the amounts hereinafter described (the “Payment Amounts”) to Ten Nineteen Development,
LLC, a Minnesota limited liability company, or registered assigns (the “Owner”), or its registered
assigns (the “Registered Owner”), but only in the manner, at the times, from the sources of revenue,
and to the extent hereinafter provided.
The principal amount of this Note shall equal from time to time the principal amount stated
above as reduced to the extent that such principal installments shall have been paid in whole or in
part pursuant to the terms hereof; provided that the sum of the principal amount listed above shall in
no event exceed One Million Seven Hundred Fifty Thousand and No/100 Dollars ($1,750,000.00), as
provided in that certain Contract for Private Redevelopment, dated as of ______________, 2023, as
the same may be amended from time to time (“Redevelopment Agreement”), by and between the
Authority and the Owner. This Note shall be deemed validly issues and the unpaid principal amount
hereof shall bear interest from the date that the Owner has submitted to the Authority and the
Authority has determined that the requirements for issuance of the TIF Note have been met in
compliance with the terms of the Redevelopment Agreement at the simple non-compounded rate of
Six percent (6.0%) per annum. Interest shall be computed on the basis of a 360-day year consisting
of twelve (12) 30-day months. All capitalized but undefined terms herein shall be defined as in the
Redevelopment Agreement.
The amounts due under this Note shall be payable on each August 1 and February 1,
commencing on August 1, 2025 and thereafter to and including the Termination Date, or, if the first
payment date should not be on a Business Day, the payment shall be made on the next succeeding
Business Day (the “Payment Dates”). On each Payment Date the Authority shall pay by check or
draft mailed to the person that was the Registered Owner of this Note at the close of the last business
day of the Authority preceding such Payment Date (or, with respect to the first Payment Date, in the
period commencing on the date of issuance of this Note through the day that is prior to the first
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Payment Date). All payments made by the Authority under this Note shall be applied to accrued
interest and then to principal. This Note is pre-payable by the Authority, without penalty, in whole or
in part, on any date.
The Payment Amounts due hereon shall be payable solely from Available Tax Increment
derived from the Redevelopment Property within the City’s Tax Increment District No. 15 - Ebert
Downtown Housing(the “TIF District”) within its Dowtown Redevleopment Project, which is paid to
the Authority and which the Authority is entitled to retain pursuant to the provisions of Minnesota
Statutes, Sections 459.174 through 469.1794, as the same may be amended or supplemented from
time to time (the “TIF Act”). This Note shall terminate and be of no further force and effect
following the Termination Date.
Any estimates of Tax Increment prepared by the Authority or its municipal advisors in
connection with the TIF District or the Agreement are for the benefit of the Authority, and are not
intended as representations on which the Owner or Redeveloper may rely.
THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF THIS
NOTE. If the event Tax Increment is not sufficient, the Authority is not responsible to further fund or
reimburse the Redeveloper (or its assigns or creditors) for any such shortfall. The Authority is not
responsible to fund or reimburse any obligation of the Redeveloper (or its assigns or creditors) unless
expressly stated in this Agreement.
Subject to the of the Redevelopment Agreement, the Authority’s payment obligations
hereunder shall be further conditioned on the fact that no Event of Default under the Redevelopment
Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder,
but such unpaid amounts shall become payable if said Event of Default shall thereafter have been
cured; and further, if pursuant to the occurrence of an Event of Default under the Redevelopment
Agreement the Authority elects, subject to the provisions of Section 8.2 of the Redevelopment
Agreement, to cancel and rescind the Redevelopment Agreement, the Authority shall have no further
debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of
the Redevelopment Agreement, including without limitation Section 5.2 thereof, for a fuller
statement of the rights and obligations of the Authority to pay the principal of this Note, and said
provisions are hereby incorporated into this Note as though set out in full herein.
This Note is a special, limited revenue obligation and not a general obligation of the Authority
and is payable by the Authority only from the source and subject to the qualifications stated or
referenced herein. This Note is not a general obligation of the Authorit y, and neither the full faith
and credit nor the taxing powers of the Authority are pledged to the payment of the principal of this
Note and no property or other asset of the Authority, save and except the above referenced Tax
Increment, is or shall be a source of payment of the Authority’s obligations.
This Note is issued by the Authority in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including the TIF Act.
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224820v4
This Note may be assigned only with the consent of the Authority, which the Authority shall
grant if the terms and conditions in the Redevelopment Agreement regarding transfer are satisfied. In
order to assign this Note, the assignee shall surrender the same to the Authority either in exchange for
a new fully registered note or for transfer of this Note on the registration records for the Note
maintained by the Authority. Each permitted assignee shall take this Note subject to the foregoing
conditions and subject to all provisions stated or referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by
the Constitution and laws of the State of Minnesota to be done, to have happened, and to be
performed precedent to and in the issuance of this Note have been done, have happened, and have
been performed in regular and due form, time and manner as required by law; and that this Note,
together will all other indebtedness of the Authority outstanding on the date hereof and on the date of
its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any
constitutional or statutory authority limitation thereon.
IN WITNESS WHEREOF, the Economic Development Authority for the City of Farmington,
Minnesota has caused this Note to be executed by the manual signatures of its Chairperson and
Executive Director of the Authority and has caused this Note to be issued dated ________________,
20__.
______________________________________ ________________________________
________________, Its Executive Director _______________, Its Chairperson
DO NOT EXECUTE UNTIL EVIDENCE OF QUALIFYING COSTS ARE GIVEN TO THE
AUTHORITY – REFER TO SECTION 5.2 OF THE REDEVELOPMENT AGREEMENT
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224820v4
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued on _________________, 20__, was
on said date registered in the name of Ten Nineteen Development, LLC., a Minnesota limited liability
company, and that at the request of the Registered Owner of this Note, the undersigned has this day
registered the Note in the name of such Registered Owner, as indicated in the registration blank
below, on the books kept by the undersigned for such purposes.
NAME AND ADDRESS OF DATE OF SIGNATURE OF
REGISTERED OWNER REGISTRATION AUTHORITY EXECUTIVE DIRECTOR
Ten Nineteen Development, LLC ___________, 20__ ___________________________
_______________________ __________, 20__ ________________________
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224820v4
SCHEDULE C
Certificate of Completion
The undersigned hereby certifies that Ten Nineteen Development, LLC (the “Redeveloper”),
has fully complied with its obligations under Article III of that document titled “Contract for Private
Redevelopment,” dated _____________, 20___ (the “Agreement”), between the Economic
Development Authority of the City of Farmington, Minnesota and the Redeveloper, with respect to
construction of the Minimum Improvements in accordance with Article III of the Agreement, and that
the Redeveloper is released and forever discharged from its obligations with respect to construction of
the Minimum Improvements under Article III of the Agreement.
Dated: _________________, 20____.
ECONOMIC DEVELOPMENT AUTHORITY OF THE
CITY OF FARMINGTON, MINNESOTA
By: _____________________________
_____________, Its Chairperson
And: _____________________________
______________, Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ________ )
On this ___________ day of _______________, 20__, before me, a Notary Public within and
for said County the foregoing instrument was acknowledged by __________________________ and
________________________ the _____________________ and __________________ of the
Economic Development Authority of the City of Farmington, Minnesota, a public body corporate and
politic of the State of Minnesota.
________________________________
Notary Public
DRAFTED BY:
Campbell Knutson
Professional Association
Grand Oak Office Center I
860 Blue Gentian Road, Suite 290
Eagan, Minnesota 55121
Telephone: (651) 452-5000
TO :Economic D evelopment A uthority
F R O M :D eanna Kuennen, C ommunity D evelopment D irector
S U B J EC T:Micro G rant P rogram D is cus s ion - C O N T I N UAT I O N
DATE:March 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
At the February E DA mee'ng, S taff introduced program criteria for a propos ed micro grant program. The
intended purpose of the propos ed program is to s upport and encourage busines s development through a
s mall incen've program that w ould meet busines s es where they are at.
A number of ques 'ons were rais ed through the dis cus s ion, and the E DA reques ted that S taff revisit the
s coring criteria associated with pas t programs to incorporate those metrics into the program. A/ached is
a combined scoring matrix that was us ed for both the Redevelopment G rant and Facade I mprovement
G rant. W ith the previous program, all applica'ons per program were due at one 'me - and the s coring
w as used to help determine the alloca'on of the funding.
S hi3ing to a micro grant program, typically different decision factors come into play depending on what
the intended goal of the program is - res ul'ng in a "yes the applica'on meets the criteria" or "no the
applica'on does n't meet the criteria for thes e reas ons ." The proposed micro grant program also includes
a rolling applica'on cycle, to try to meet bus inesses w here they are at.
To ensure that the propos ed program meets the expecta'ons of the E DA , S taff is s eeking addi'onal
dis cus s ion on the following:
1. W hat is the priority of the program -
To enhance the appearance and safety of buildings and/or
P rovide micro infus ions of cash into busines s es to be us ed for a variety of purposes that help
grow bus inesses .
2. W hat bus inesses are eligible -
A ll bus inesses located in Farmington
O nly busines s es located in certain areas in Farmington (example: dow ntow n)
Certain types of bus inesses (example: public facing)
Busines s es of a certain size only (bas ed on number of employees or gros s s ales )
3. Total amount available for the program.
S taff is recommending $25,000
2022 - a total of $60,000 was made available
4. I ndividual grant amount.
2022 Redevelopment G rant - $10,000 max matching grant
2022 Facade G rant - $5,000 max matching grant
5. H ow many 'mes can an applicant apply/be awarded a grant
Bas ed on this discussion, grant program details can be finalized.
A C T I O N R EQ U E S T E D
The E DA is as ked to provide addi'onal direc'on on the propos ed micro grant program. This w ill ensure
that the program meets the expecta'ons of the E DA .
AT TA C H M E N TS :
Type D es crip'on
Backup M aterial Combined S coring M atrix
Backup M aterial February E DA Mee'ng - M icro G rant S taff Memo
COMBINED
Scoring System
1 2 3 4 5 Rationale
Age of Building
BOTH
<30 Years
(Built Since 1992)
31-60 Years
(Built 1991-1962)
61-90 Years
(Built 1961 - 1932)
91-120 Years
(Built 1931-1902)
121+ Years
(Built Before 1902)
Older buildings typically need reinvestment or redevelopment to reach full business capacity or
capabilities. This criterion aims to support business in older buildings in the community as well as
business retention efforts.
Business Size
BOTH
51+ Employees
26-50 Employees
11-25 Employees
6-10 Employees
5 or Fewer Employees
Statistically, smaller businesses have less cash buffer than larger businesses. This criterion aims to
stabilize the ability for all businesses to complete reinvestment or redevelopment
projects.
Total Cost of the Project
REDEVELOPMENT
<$10,000
$10,001-$20,000
$20,001-$30,000
$30,001-$50,000
$50,001+
The higher the ratio of private investment vs. public grant dollar investment, the higher the
scoring will be.
Total Cost of the Project
FACADE
<$5,000
$5,001-$10,000
$10,001-$15,000
$150,001-$20,000
$20,001+
The higher the ratio of private investment vs. public grant dollar investment, the higher the
scoring will be.
Current Conditions of the
Building and/or Property
REDEVELOPMENT
Good: Suitable for
continued use with
normal maintenance.
Satisfactory: Requires some
restoration to
represent “good”
condition.
Fair, Poor, or Unsatisfactory: Conditions
adversely impact building and business
operations
in some capacity.
Buildings and properties which need redevelopment or reinvestment projects to achieve full business
potential will receive higher scoring.
Current Conditions of the
Building and/or Property
FAÇADE
Unsatisfactory:
Requires major
restoration or
demolition due
to unsafe and/or
structurally
unsound
conditions
Poor:
Requires significant
updating or restoration.
Conditions adversely
impacts building
operations.
Fair:
Requires updating and
restoration. Conditions may
have an impact on building
operations.
Satisfactory:
Requires some restoration
to represent “good”
condition.
Good:
Suitable for continued use with normal
maintenance.
Buildings which need larger repairs and projects beyond façade should be completed first prior to façade
improvements. This program is not intended to be an aesthetic band-aid to a building with poor conditions.
Does the Project Directly
Relate To An Increase In
Business Productivity,
Revenue, Capacity
or Employee Size?
REDEVELOPMENT
No
-
-
-
Yes Redevelopment and reinvestment grants are intended to help a business or property owner increase
business productivity, revenue, capacity or employee size. If the project is able to accomplish that
objective, the scoring will reflect that.
Minority, Women, Veteran
and/or Immigrant Ownership
FACADE
No M/W/V/I
Ownership
Ownership is M/W/V/I
Statistically, M/W/V/I business have less cash buffer than other businesses. This criteria aims to stabilize
the ability for all businesses to complete façade projects.
Is the Business Public Facing (e.g.
Retail, Food, Medical, etc.)
FACADE
No
Yes
Businesses with higher foot traffic from the public benefit from an attractive, aesthetically appealing
storefront
Have You Received an EDA
Grant Previously?
BOTH
Yes
-
-
-
No
Redevelopment and reinvestment grants intend to be accessible to all businesses. Preference will be given
to those businesses.
who have not previously received EDA grants.
TO :Economic D evelopment Authority
F R O M :D eanna Kuennen, C ommunity D evelopment D irector
S UB JEC T:Micro G rant P rogram D is cussion
DATE:February 21, 2023
I N TR O D UC T I O N /D I S C U S S IO N
At the January mee#ng, the EDA dis cussed paus ing the exis#ng redevelopment and facade grant programs and replacing the programs in 2023
with a micro grant program. The intended purpose of a micro grant program would be to support and encourage business development (a
strategic priority of the City C ouncil), by fueling the entrepreneurial and s mall busines s energy that exists in the community with a small incen#ve
program that would meet businesses where they are at. A micro grant program would provide support to grow and expand small businesses
located in Farmington.
The proposed micro grant program w ould:
Purpose - Provide s upport to grow and expand the small bus ines s community in Farmington.
Criteria - Business must be located within the City of Farmington city limits and
Been opera#onal for at least 12 months
Be able to ar#culate/demonstrate a specific project and need for funding
Provide wri1en es#mates for products /services outlined in the applica#on
H ave a wri1en business plan
D emonstrate working with (or have w orked with) a busines s coaching agency s uch as M D D C/O pen to Business, S BA, or S mall
Bus ines s D evelopment Centers prior to reques#ng micro grant.
G rant A mount - up to $2500. G rant applica#on accep#ng on a rolling basis. A business may apply more than once but can only have one
grant at a #me and the maximum amount to be received by a single business is $5000.
A 50-percent cas h match is required.
A personal guarantee will be required to ensure that funds are spent as outlined in the applica#on.
Total Available F unding - Round 1: $25,000
Ineligible B usine ss - Nonprofits, gambling organiza#ons , lending or investment, land and property held for sale.
Ineligible P rojects - Management fees, financing costs, franchis e fees, debt consolida#on.
Example of Eligible Projects - S ignage, point-of-s ale system, webs ite upgrades , social media consulta#on, building improvements/repairs
(w ith property ow ner consent), etc.
Timeline - A ll projects mus t be completed within 12 months of receiving the grant.
Review - Applica#ons will be review ed bas ed on how well the applicant defines their intended project goals, an#cipated outcomes, need for
funding, and impact of micro-grant. The E DA will make all final grant aw ards.
A C T I O N R EQ UES TE D
The EDA is asked to discuss the proposed micro grant program criteria. Bas ed on direc#on of the E DA, the program guidelines will be amended,
finalized, and brought back to the E DA at an upcoming mee#ng for approval - including addi#onal details on the review and evalua#on process.
O nce approved - guidelines and applica#ons w ill be made available to all eligible bus ines ses , and an informa#on campaign will follow to ensure that
the Farmington entrepreneurial and small bus ines s community is aware of this small business s upport program.
TO :Economic D evelopment Authority
F R O M :D eanna Kuennen, Community D evelopment D irector
S UB J EC T:2023 EDA Work Plan - C O N T I N UAT I O N
DATE:March 20, 2023
I N TR O D U C TI O N /D I S C U S S I O N
The 2023 E DA Work P lan discussion was tabled at the February mee)ng due to )me constraints . The work plan is included on the March agenda for
discussion. Below is the memo from the February mee)ng.
A C TI O N R EQ U E S TE D
The EDA is asked to discuss the dra. w ork plan. Based on input from the E DA , the work plan will be modified and brought back for further dis cus sion
or approval. Ul)mately, the work plan serves as a founda)on for budget reques t/prepara)on and will be referred to when pursuing various
ini)a)ves and opportuni)es.
TO :Economic D evelopment A uthority
F R O M :D eanna Kuennen, C ommunity D evelopment D irector
S U B J EC T:D irector's Report
DATE:March 20, 2023
I N T R O D U C TI O N /D I S C U S S I O N
The following highlights recent economic development ac#vity:
A C T I O N R EQ U E S T E D
No ac#on is reques ted. This is provided for informa#onal purpos es. S taff is available to provide addi#onal
details and ans w er any ques#ons .