HomeMy WebLinkAbout10A Eagle CreekDevelopment Development AgreementPRrO
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Prior Lake_ MN 55372
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CITY COUNCIL AGENDA REPORT
MEETING DATE: January 17, 2012
AGENDA #: 10A
PREPARED BY: Dan Rogness, Community & Economic Development Director
PRESENTED BY: Dan Rogness
AGENDA ITEM: CONSIDER ASSIGNING DEVELOPMENT AGREEMENT AND TAX INCRE-
MENT REVENUE NOTE FROM EAGLE CREEK DEVELOPMENT, LLC TO
CREEKSIDE 54, LLC
DISCUSSION: Introduction
The purpose of this agenda item is to consider assigning an existing develop-
ment agreement and corresponding TIF Note related to Creekside Commons
Apartments located at 16535 Tranquility Court SE. The assignment request was
anticipated in Section 10 of a City Estoppel Memorandum dated September 19,
2011 (Attachment 1).
History
The City of Prior Lake entered into a Development Agreement with Eagle Creek
Development, LLC on March 6, 2002 (Exhibit A of Attachment 1). This agree-
ment specifies conditions under which tax increment financing (TIF) was pro-
vided to assist with the financing of affordable senior housing units. At least
20% of the rental units must be leased to senior households with incomes
at/below 50% of the area median income limit established by HUD. The project
was satisfactorily completed, and the primary ongoing compliance requirement
relates to the owner's certification of those affordable units two times per year.
In late 2011, the project owners refinanced existing debt with another lender,
Aetna Life Insurance Company. Aetna required that they refinance using a new
single business entity, which resulted in the formation of Creekside 54, LLC (a
state certificate was filed on 9/19/11).
Current Circumstances
Information submitted to city staff concerning the two LLC's shows that they do
not have identical members and officers. However, Premier and Central are
both owned by Gensmer, and Mesenbrink Construction is owned by John and
Mary Mesenbrink. A summary of each is as follows:
1. Eagle Creek Development, LLC — Members include Premier Develop-
ment, Inc. (50 %) and Mesenbrink Construction & Engineering, Inc.
(50 %); officers include John Mesenbrink as Chief Manager & President,
and Larry Gensmer at Vice President, Treasurer and Secretary.
2. Creekside 54, LLC — Members include Central Development Corp. of
America, Inc. (50 %), Mesenbrink Construction & Engineering, Inc. (27 %),
and John & Mary Mesenbrink (23 %); officers include Larry Gensmer as
Chief Manager, John Mesenbrink as Secretary, and Brad Rothnem as
Treasurer.
Staff requested that Aetna Insurance repond to the city in relationship to its un-
derstanding and knowledge about the existing terms of the Development
Agreement. Staff asked Aetna to provide confirmation to the city that it has
complete confidence in Creekside 54, LLC fulfilling all ongoing obligations of the
agreement.
Conclusion
The city council needs to be assured that the obligations of the current Develop-
er be equally satisfied by the assignee, Creekside 54, LLC. The primary ongo-
ing obligation requires a certification for the 20% set -aside affordable units two
times each year through 2022. To date, the owners have complied with this re-
quirement. Although members and officers are different, two of the three do
represent the original persons responsible for developing Creekside Commons
Apartments (Mesenbrink and Gensmer).
ISSUES: There is no history as to the business entity recently certified by the state as
Creekside 54, LLC. Unfortunatelty, it is difficult to know all aspects of the refi-
nancing and whether all interests and obligations have been addressed. The
best we can do is rely upon the language of the development agreement, the
due diligence of Aetna Life Insurance, and the structure of Creekside 54, LLC to
continue compliance of development obligations through 2022.
FINANCIAL None. Upon approval, the city council will authorize all future TIF Note pay -
IMPACT: ments to Creekside 54, LLC, including the February 1, 2012 payment.
ALTERNATIVES: 1. Approve a resolution assigning the existing Development Agreement and TIF
Note from Eagle Creek Development, LLC to Creekside 54, LLC, and autho-
rizing future TIF Note payments to Creekside 54, LLC.
2. Do not approve the resolution for the assignment, but authorize the February
1 2012 TIF payment to Eagle Creek Development, LLC under the existing
Development Agreement.
3. Table action and request additional information.
RECOMMENDED Approve Alternative #1.
MOTION:
U
4646 Dakota Street SE
7 14 � 7 vms o l ttl
' Prior Lake, MN 55372
RESOLUTION 12 -xxx
A RESOLUTION ASSIGNING DEVELOPMENT AGREEMENT AND TAX INCREMENT REVENUE NOTE
FROM EAGLE CREEK DEVELOPMENT, LLC TO CREEKSIDE 54, LLC
Motion By:
Second By:
WHEREAS, A City Estoppel Memorandum was completed on September 29, 2011 regarding the
proposed assignment of interest in property located at 16535 Tranquility Court SE, known
as Creekside Commons Apartments, from Eagle Creek Development, LLC to Creekside
54, LLC; and
WHEREAS, Section 10 of the City Estoppel Memorandum allows the assignment of the TIF
Development Agreement and /or the TIF Note by consent of the Prior Lake City Council;
and
WHEREAS, Based on information submitted from Eagle Creek Development, LLC and Creekside 54,
LLC and Aetna Life Insurance Company, the City Council is in agreement that the
assignment from Eagle Creek Development, LLC to Creekside 54, LLC will continue
ongoing compliance requirements of the existing Development Agreement dated March 6,
2002; and
WHEREAS, Creekside 54, LLC was issued a certificate on September 19, 2011 by the Minnesota
Secretary of State following Minnesota Chapter 322B for a Limited Liability Company, File
Number 4358018 -2.
NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE,
MINNESOTA as follows:
1. The recitals set forth above are incorporated herein.
2. The assignment of the Development Agreement dated March 6, 2002 and the TIF Note issued on
November 17, 2003 is hereby approved from Eagle Creek Development, LLC to Creekside 54, LLC.
3. All future TIF Note payments shall be made to Creekside 54, LLC, beginning with February 1, 2012.
PASSED AND ADOPTED THIS 17th DAY OF January, 2012.
YES NO
M ser
M ser
Erickson
Erickson
— Hedberg
Hedber
Keeney
Keene
— Soukup
Souku
Frank Boyles, City Manager
CADocuments and Settingslcgreeffly Documents\SharePoint Drafts\Creekside Commons - Res - 2012.01.17.doc
--qP J
W0 411
CITY ESTOPPEL MEMORANDUM
Dated: September 29, 2011
O,r Ck i�tC'm W-P
To: Aetna Life Insurance Company and its affiliates, successors and
assigns ('Mortgagee')
151 Farmington Avenue RTAA
Hartford, Connecticut 06156
From: The City of Prior Lake
4646 Dakota Street SE
Prior Lake, MN 55372 (the "City ")
Development
Property: Creekside Commons Apartments, located at 16535 Tranquility Court
SE, City of Prior Lake, County of Scott and State of Minnesota and
referred to as the "Project" in the TIF Agreement (as hereinafter
defined) (the "Development Property ")
The purpose of this memorandum is to acknowledge and certify certain facts in connection with
the Development Property.
1. The present owner of the Development Property, Eagle Creek Development, LCC
(the "Developer "), seeks to assign its interest, rights and obligations in and to the Property to
Creekside 54, LLC (the "Assignee'). Assignee is seeking a loan from Mortgagee. The City of
Prior Lake acknowledges that the Developer, Assignee and Mortgagee will rely on the
representations and agreements made by the City herein and that they are so entitled to rely on
these representations.
2. City is the "City" under that certain Development Agreement ( "TIF Agreement ")
by and between The City of Prior Lake and Eagle Creek Development, LLC (the " Developer")
dated as of March 6, 2002. All capitalized terms not otherwise defined herein shall have the
meanings provided in the TIF Agreement.
3. The TIF Agreement has not been modified, supplemented or amended in any
respect. There are no other agreements or understandings, whether written or oral, between the
City, and either the Developer or Assignee with respect to the TIF Agreement or the
Development Property. The TIF Agreement is valid and in full force and effect on the date
hereof. No Event of Default or state of facts which would, but for the lapse of time, constitute an
Event of Default of the Developer, exists under the TIF Agreement.
4. A true, correct and complete copy of the TIF Agreement, with all exhibits thereto,
is attached hereto as Exhibit A .
5. The term of the TIF Agreement commenced on March 6, 2002, and shall
terminate on February 1, 2024.
A/74613966.2
6. In connection with the TIF Agreement, the City executed and delivered to
Developer a Tax Increment Revenue Note dated as of November 17, 2003, in the principal
amount of $516,246 ("TIF Note ").
7. A true, correct and complete copy of the TIF Note, with all exhibits thereto, is
attached hereto as Exhibit B .
8. As of the date hereof, $373,091.99 has been paid by the City to Developer
pursuant to the TIF Note. As of the date hereof, the outstanding principal balance of the TIF
Note, subject to all conditions of that Note, is $ 406,783.30, and Exhibit C sets forth the schedule
of debt service payments scheduled to be made with respect to the TIF Note in order for City to
satisfy all of its payment obligations, subject to all conditions thereunder. The last payment
made by the City to Developer was on July 15, 2011.
9. City represents and warrants that Developer has complied with all obligations
required to be performed by Developer as of the date hereof under the TIF Agreement or
otherwise, including, without limitation, those obligations relating to construction and operation
of the Development Property.
10. Developer may not assign the TIF Agreement or the TIF Note without prior
written consent of the City, which consent must be approved by the Prior Lake City Council (the
"Council "). The City understands that Developer and Assignee intend to seek the Council's
approval of Developer's plan to assign to Assignee the Developer's interest, rights and
obligations in and to the Property.
11. Mortgagee intends to make a loan to Assignee, which will be secured by a
mortgage encumbering the Development Property. City agrees that, so long as Mortgagee's
mortgage on the Development Property remains of record, the City shall, upon serving
Developer or the Assignee with any notice given pursuant to the TIF Agreement, send a copy
thereof to Mortgagee at:
Aetna Life Insurance Company
151 Farmington Avenue RTAA
Hartford, Connecticut 06156
with a copy to
Bingham McCutchen LLP
One State Street
Hartford, CT 06103
Attn: R. Jeffrey Smith, Esq.
12. This Estoppel Memorandum is delivered to Mortgagee with the understanding
that Mortgagee shall rely upon the truth of the' matters set forth in this Estoppel in making the
2
A/74613966.2
Loan, and that this Estoppel shall be for the benefit of Mortgagee or the holder of any loan made
granted to replace, refinance, or be in substitution of the mortgage loan.
CITY OF PRIOR LAKE
By:
Name: Frank Bo es
Title: City Man
3
.1/74613966.2
Exhibit A
[Copy of TIr Agreement]
Exhibit A -1
,tV74613966.2
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF PRIOR LAKE
0
EAGLE CREEK DEVELOPMENT LLC
1361703x9
TABLE OF CONTBNTS
Page
ARTICLEI DEFINITIONS .................................... . ...... . ..... . ......... .... ..... ...... ........... I-- ......
2
Section1.1
Definitions .....................................................:........ ..............................
ARTICLE II REPRESENTATIONS AND WARRANTIES ................ . .............r................4
Section 2.1
Representations and Warranties of the City...... .... .......................... ,....
4
Section 2.2
Representations and Warranties of the Developer ..............................f
4
III UNDBRTAIGNGS BY DEVELOPER AND CITY ........ ...............................
6
.ARTICLE
Section 3,1
Reimbursement of Site Improvements .................. ......r....
6
Section 3.2
Reimbursement: Note ......................r.................. ...............................
6
Section 3.3
Compliance With Low and Moderate Income Requirements ...............
Section 3.4
No Business Subsidy..— . .............. . ...................................................... 7
Section 3.5
No Representation Regarding Tax Inorement ..................; ................1.7
ARTICLE IV EVENTS OF DEFAULT .................................................. ...............................
9
Section4.1
Events of DefaultDofined ................................... ...............................
1 9
Section 4.2
Remedies on Def ault...f .......................................... ..............................
Section4.3
No Remedy Exclusive ........................................... .............................
Section 4.4
No ImpJied Waivor ........................... <...... -- ....... . .............................
10
Section 4.5
Agreement to Pay Attorney's Fees and Expenses . .............................
Section 4.6
Indcinnification of City... ...................................................................
10
ARTICLE V DEVELOPER'S OPTION To TBRMINATE AGREEMBNT .....................12
Section 5.1
The Developer's Option to Teri dil ato .............r..... .,..,... .....................
12
Section 5.2
Action to Teiminate .............................................. .............................
Section 53
Effect of Termination .............. a............................. .............................
ARTICLE VI ADDITIONAL PROVISIONS ......................................... .............................
Section 6.1
B.estriotions on Use ............................................... .............................
Section 6.2
Conflicts of Interest .............................................. .............................
Section 6.3
Titles of Articles and Scctions .............................. .............................
Section6.4
Notices and Demands ........................................... .............................
Section 6.5
Cgo1uli tetl) arts. .......................................................... .............................14
Section 6.6
Law Governing ... f .............. a.... fa1r............... ................i...........1rr f........
14
Section 6.7
Expiration .............................................................. .............................
Section 6.8
Provisions ,Surviving Rescission or Bxpiratiotl ..................................
14
Section 6.9
Assignability of Agreement and Note ................... .............................
S oo #Ion 6.10
D isoxirahiatim ........................ ...........r................. ...............................
14
BXIIIBIT A — Description of Development Property ................................ ............................... A-1
EXHIBIT B -- Comuliance Certificate ........................................................ ............................... B -1
EXHIBIT Form of Note.. ............. .................................. I .., ............ ...... C -1
EXHIBITD — Description of Site hnprovement ........................................ ............................... D
13070M
DEVELOPMENT ,A.GREI3MENT
THIS AGREEMENT, made as of the 6th day of March 2002, by and between the City of
Prior Lake, Minnesota (the "City "), a mtmicipat corporation organized and existing under the
laws of the State of Minnesota and Eagle Creek Development LLC (the "Developer "), a
Minnesota limited liability company.
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Section 469.124 through 469.134, the City
has fortned Devoloproent District No, 3 (the "Development District") and has adopted a
development program therefor (the "Development Progratu "'); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.179, as amended (hereinafter, the "Tax Increment Act "), the City has created, within the
Development District, Tax Licroment Financing District No. 3-1 (the "Tax Increment District ")
and has adopted a tax increment financing plan, dated December 17,2001 (the "Tax Increment
Plan ") which provides for the use, of tax increment financing in connection with certain
development within the Development District; and
WHEREAS, in order to achieve the objectives of the Development Program and
particularly to make the land in the Development District available for development by private
enterprise in conformance with the Development Program, the City has determined to assist the
Developor with the financing of certain costs of a Project (as hereinafter defined) to be
constructed within the Tax Increment District as more particularly set forth in this Agreement;
and
WHEREAS, the City 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 and
provisions of the applicable state and local laws and requirements under which the Project has
boon undertaken and is being assisted,
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows;
1361703x4
ARTICLE I
DBFMT.14NS
Section 1.1 Definitions All capitalized terms used and not othenvise defined herein
shall have the following meanings unless a different meaning clearly appears from the context.
Agreement meatis this Agreement, as the same may be from time to time modified,
amended or supplemented;
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Prior Lake, Minnesota;
Complianco Certificate ineans the Compliance Certificate in substantially the form
attached hereto as Exhibit B;
Developer means Eaglo Creek Developmont LLC, a Minnesota limited liability company,
its successors and assigns;
D eyela ip nentDistrict means the real property described in the Development Progeatii;
Development Progam nteans the development program approved in connection with the
Development District;
Development Property means the real property described in Exhibit A attached to this
Agreement;
Event of,Default means any of the events described in Section 4.1 hereof;
Note means the Tax Trrcrement Revenue Note (Eagle Creel. Development LLC Projeot) to
be executed by the City and delivered to the Developer pursuant to Article III hereof, a copy of
which is attached hereto as Exhibit C.
Note Payment Date means August 1, 2004, and each February l and August 1 of each
year thereafter to and including February 1, 2024; provided, that if any such Note Payment Date
should not be a Business Day, the Note Payment Date shall be the next succeeding Business
Day;
Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank
National Association in St, Paul, Minnesota, as its "prime rate" or "reference rate" or any
sucoossor rate, whiolr rate shall ohange as and when that rate or successor rate changes;
Project means the development of an approximately 54 unit senior housing facility
consisting of 14 one bedroom, 4 one bedroom plus den and 2 baths units, 32 two bedroom units
l3Gt701A
and 4 two bedroom plus den and 2 baths units and related improvements to be located on the
Development Property;
PUD Agreement means Contract For Development of Land as it planned Unit
Development in the City of Prior Lake to be laiown as Creekside Estates, dated December 18,
2000;
Site Improvements means the site improvements described on Exhibit D to be undertaken
on the Development Property;
State means the Stato of Minnesota;
Tax Increments means 90% of the tax increments derived from the Development
Property and received by the City in accordance , with the provisions of Minnesota Statutes,
Section 469.177;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.179, as
amended;
Tax Increment District means Tax Increment Financing District No. 3 -1 located within
the Development District, the description of which is set forth in the Tax Increment I<inaneing
Plan, which was qualified as a housing district under the Tax Increment Act;
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City Council on December 17,2001-,
Tax Increment Note or Note means the Tax Increment Revenue Note (Nagle Creek
Development LLC Project) to be executed by the City and delivered to the Developer pursuant to
Article III Hereof, a dopy of which is attached hereto as Exhibit C;
Termination Date means the final Note Payment Date;
Unavoidable Delays means delays, outside the control of the party claiming its
occurrence, which are the direct result of unusually severe or prolonged bad weather, acts of
God, fire or other casualty to the Project, litigation conunenced by third parties which, by
injunction or other similar judicial action or by the exercise of reasonable discretion, directly
results in delays, or acts of any federal, state or local governmental unit (other than the City)
which directly result in delays.
1361743A
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of the City The City mains the following
representations and warranties;
(1) The City is amunicipal corporation and has the power to enter into this
Agreement and carry out its obligations hereunder.
(2) The Tax Increment District is a "housing district" within the meaning of
Minnesota Statutes, Section 469.174, Subdivision 11 and was created, adopted and approved in
accordance with the terms of the Tax Increment Act,
(3) The development contemplated by this Agreement is in conformance with the
development objectives set forth in the Development Program,
(4) To finance certain costs rvithin the Tax Increment District, the City proposes,
subject to the further provisions of this Agreement, to finance a portion of the Site Improvements
installed in connection with the Project as further provided in this Agreement.
(5) The City males no representation or warranty, either express or implied, as
the Development Property or its condition or the soil conditions thereon, or that the Development
Property shall be suitable for the Developer's purposes or deeds.
Section 2.2 Representations and Warranties of the Developer The Developer snakes the
following representations and warranties:
(1) The Developer is a Minnesota limited liability company and has power to
enter into this Agreement and to perform its obligations hereunder and is not in violation of the
laws of the State.
(2) The Developer shall cause the Project to be installed fn accordance with the
terms of this Agreement, the Development program, the PUD Agreement, and all local, state and
federal laws and regulations (including, but not limited to, environmental, zoning, energy
conservation, building code and public health laws and regulations).
(3) The construction of the Project would not be undertaken by the Developer;
and in the opinion of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
(4) The Developer will use its best efforts to obtain, or cause to be obtained in a
timely manner, all required permits, licenses and approvals, and has met, in a timely manner, all
requirements of all applicable local, state, and federal laws and regulations and the PUD
Agreement which must have been obtained or met before the Project may be lawfully
constructed.
19617030 4
(S) Neither the execution acid delivery of this Agreement, the consummation of
the transactions contemplated hereby, nor the fulfilhnent of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to whioh the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(6) The Developer will cooperate with the City with respect to any litigation
commenced with respect to the Project.
(7) The Developer will cooperate with the City in resolution of any traflle,
parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
(8) The constractiodof the Project will commence on or before June 1, 2002 and,
barring Unavoidable Delays, the Project will be substantially completed by December 31, 2002.
1961701A
ARTICLE ill
C7NDERTAIUNGS BY DEVELOPER AND CITY
Section 3.1 Reimbursement of Site T►nprovements The parties agree that the costs of the
installation of the Site Tfnprovements are essential to the successful completion of the Project.
The cost of the Site Improvements shall be paid by the Developer. The City shall reimburse the
Developer for the lesser of $516,246 or the costs of the Site Improvements actually incurred by
the Developer as further provided in Section 3.2 hereof. The Developer has provided the City in
cotmection with the Project a development cost analysis which includes a project budget and a
total development cost (the "Total Development Cost'). The Developer shall provide the City
upon substantial completion of the Project an updated Total Development Cost ill a form
acceptable to the City evidencing the actual Total Development Cost incurred by the Developer.
In the event the Total Development Cost is less than $5,264,556 the amount of the Site
Improvements to be reimbursed by the City shall be reduced by the amount that the actual Total
Development Cost incurred by the Developer is less than $5,264,556. The amount of the Site
Improvements paid by tho Devoloper (but not to exceed $516,246) alter deducting the amount, if
arty, required to be deducted by the foregoing sentence shall be referred to as (the
"Reimbursement Amount ").
Section 3,2 Reimbursement: Note The City shall reimburse for the costs identified hi
Section 3.1 through the issuance of the City's Note in substantially the form attached to this
Agreement as RA - Abit C, subject to the following conditions:
(1) The Note shall be issued and delivered when the Developer shall have
demonstrated inwriting to the reasonable satisfaction of the City that the construction of the
Project has been substantially completed and (i) that the Developer has incurred and paid all of
the Site Improvement costs described in and limited by Section 3. 1 (ii) shall have submitted to
the City paid invoices or statements for those costs in an amount not less than the
Reimbursement Amount, and (iii) the Developer has provided. the City with the Total
Development Cost as provided in Section 3.1.
(2) The unpaid principal amount of the Note shall bear interest fl the date of
issuance of the Note, at 7% per annum. hiterest shall be computed on the basis of a 360 day year
consisting of twelve (12) 30 -day months. Interest accruing on the Note from the date of issuance
of the Note to February 1, 2004 shall be added to the principal of the Note.
(3) The principal amount of the Note and the interest thereon shall be payable
solely from the Tax Increments.
(4) Provided that the Developer has filed a Compliance Certificate in accordance
with the provisions of Section 3.3, on each Note Payment Date and subject to the provisions of
the Mote, the City shall pay, against the principal and interest outstanding on the Note, Tax
Increments received by the City during the preceding 6 :months. All such payments sliall be
applied first to accrued interest and then to reduce the pfkeipal of the Note.
1361743v4 6
(5) The Note shall be, a special and limited obligation of the City and not a
general obligation of the City, and only Tax Increments shall be used to pay the principal and
interest on the Note. ff, on any Note Payment Date, the Tax Increments for the payment of the
accrued and unpaid interest on the Note are insufficient for such purposes, the difference shall be
carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a
future Note Payment Date there are Tax Increments in excess of the amounts needed to pay the
accrued interest then due on the Note.
(6) The City's obligation to make payments on the Note on any Note Payment
Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at
that time be an Event of Default that has occurred and is continuing under this Agreement and
(B) this Agreement shall not have been rescinded pursuant to Section 4.2(b).
(7) The Note shall be governed by and payable pursuant to the additional terms
thereof, as set forth in Exhibit C. In the event of any conflict between the terms of the Note and
the terms of this Section 3.2, the terns of the Note shall govern. The issuance of the Note
pursuant and subject to the terns of this Agreement, and the taking by the City of such additional
actions as bond counsel for the Note may require in connection therewith, are hereby authorized
and approved by the City.
Section 3.3 Compliance With Low and Moderate Income RcQuiremen ts. in accordance
with the provisions of Minnesota Statutes, Section 469.1761, the Developer covenants that for a
period ending on the later of (i) the final Note Payment Date, (ii) March 6, 2022, or (iii) the
termination date of the Tax increment District at least 20% of the residential units in the Project
will be occupied by individuals whose income is 50% or less of area median gross income. In
addition, the Developer covenants that maximual gross rem (which includes all tenant paid
utilities except telephone) for 20% of unitsshall not exceed 30% of 50% of the median family
income for Scott County. On or before January 1 and July 1 of each year during the term of this
Agreement commencing July 1, 2004 the Developer shall submit to the City a Compliance
Certificate covering the 6 month period preceding the date of the Compliance Certificate
certifying that the Project is in compliance with the provisions of this Section 3.3. The
Developer will establish such monitoring procedures with respect to applicants for and occupants
of dwelling units in the Project as the City may reasonably require to assure compliance with this
Section.
Section 3.4 No Business Subsidy This Agreement does not constitute a business
subsidy within the meaning of Minnesota Statutes, Sections 116J.993 to 1161995 by reason of
tho exception fox assistance of housing.
Section 3.5 No Representation Regarding Tax increment The City's financial
convnitment under this Agreement with regard to reimbursement for the Site Improvements is a
revenue obligation only and will be paid by the City only out of Tax Increments. The City
malces no representations or warranties that the Tax increments will be sufficient to reimburse
the Developer for the Site Improvements. The Developer aclaiowledges that Tax Increment is
subject to calculations by the County and changes in State law and that some or all of the cost of
the Site Improvements may not be repaid prior to February 1, 2024. The Developer
acknowledges that the 2001 State leg- islature enacted significant changes to the Tax Increment
1361703v4 7
Act and to the property tax stiuct«re in the State, which changes may Dave an adverse impact on
the amount of Tax increments. The Developer also acknowledges that the estimates of Tax
Inorements which may have been made by the City or its agents, officers or employees are
estimates only and are not intended for the Developer's reliance.
13d1703A
ARTICLE IV
EVENTS OF DEFAULT
Section 4.1 Events of Default Defined The following shall be "Events of Default" under
this Agreement and the term. "Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(a) Failure by the Developer to timely pay any ad valorem real property
taxes assessed with respect to the Development Property.
(b) Failure by the Developer to cause the construction of the Project to be
completed pursuant to the ten - as, conditions mud limitations of this Agreement.
(c) Failure of the Developer to observe or perform any other covenant,
condition, obligation or agreement on its part to be observed or performed under this
Agreement,
(d) The holder of any mortgage on the Development Property or any
improvements thereon, or any portion thereof, commences foreclosure prooeedings as a
result of any default under the applicable mortgage documents.
(e) If the Developer shall
(A) file any petition in baukruptcy or for any reorganization,
arrangement, composition, readjustment, liquidation, dissolution, or similar relief
tinder the Unitcd States Bankruptcy Act of 1978, as amended or under any similar
federal or state law; or
(B) make an assignment for the benefit of its creditors; or
(C) admit inwritingits inability to pay its debts generally as they
become due; or
(D) be, adjudicated a bankrupt or insolvent; or if a petition or
answer proposing the adjudication of the Developer, as a bankrupt or its
reorganization under any present or future federal bankruptcy act or any similar
federal or state law shall be filed in any court and such petition or answer shall not
be discharged or denied within sixty (60) days after the filing thereof; or a
receiver, trustee or liquidator of the Developer, or of the Project, or part thereof,
shall be appointed in any proceeding brought against the Developer, and shall not
be discharged within sixty (60) days after such appointment, or if the Developer,
shall consent to or acquiesce in suoh appointment.
Section 4,2 Remedies on De fault Wlienover any Event of Default reforred to in Section
4.1 occurs and is continuing, the City, as specified below, may take any one or more of the
following actions after the giving of thirty (30) days' written nnotlee to (lie Doveloper citing with
1361703A
specificity the item or items of default and notifying the Developer that it has thirty (30) days
within which to cure said Event of Default. If the Event of Default has not been cured within
said thirty (30) days:
(a) The City may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the City, that the Developer
All cure its default and continue its performance under this Agreement.
(b) The City may cancel and rescind tine Agreement.
(c) The City may take any action, including legal or administrative action,
in law or equity, which may appear necessary or desirable to enforce performance and
observance of any obligation, agreement, or covenant of tile Developer under this
,Agreement.
Section 4.3 No Remedy Bxelusive No remedy herein conferred upon or reserved to the
City 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 froin
tinxe to time and as often as may be deenied expedient.
Section 4.4 No Implied Waiver hn the overt any agreement contained in ties Agreement
should be breached by any party and thereafter waived by any other 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 4.5 Agreement to Pay Attorney's Pees and ExT enses Whenever any Event of
Default occurs and the City shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement or performance or observance of any
obligation or agreement on the part of the Developer herein contained, the Developer agrees that
they shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such
other expenses so incurred by the City.
Seotion4.6 lodemAcation of City
(1) The Developer releases from and coveazants and agrees that the City, its
governing body members, officers, agents, including the independent contractors, consultants
and legal counsel, servants and employees thereof (hereinafter, for purposes of this Section,
collectively the "Indemnified Patties') shall not be liable for and agrees to indemnify and hold
harmless the hademnified Parties against any loss or damage to property or any injury to or death
of any person occurring at or about or resulting from any defect ill the Project, provided that the
foregoing indemnification shall not be effective for any actions of the Indemnified Parties that
are not coutemplatcd by this Agreement.
(2) Except for any wilUbt misrepresentation or any willfill or wanton misconduct
of the Indemnified Parties, the Developer agrees to protect and defend the Indemnified Parties,
12617030 10
now and forever, and further agrees to hold the aforesaid halmless from any claim, demand, suit,
action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly
arising from the actions or inactions of the Developer (or if other persons acting on its behalf or
under its direction or control) under this agreement, or the transactions contemplated hereby or
the acquisition, constinction, installation, ownership, and operation of the Project; provided, that
this indemnification shall not apply to the warranties made or obligations undertaken by the City
in this Agreement or to any actions undertaken by the City which are not contemplated by this
Agreement but shall, in any event and without regard to any fault oil the part of the City, apply to
any pecuniary loss or penalty (including interest thereon from the date the loss is incurred or
penalty is paid by the City at a rate equal to the Prince Rate) as a result of the Project causing the
Tax Increment District to not qualify or cease to qualify as a "housing district" under Section
469.174, Subdivision 11, of the Act or to violate limitations as to the use of Tax Increments as
set forth in Section 4619.176, Subdivision 4d,
(3) All covenants, stipulations, promises, agreements and obligations of City
contained Herein shall be deemed to be (lie covenants, stipulations, promises, agreements and
obligations of the City and not of any governing body member, officer, agent, sorvant or
employee of the City.
13617030 11
ARTICLE V
DBVBLOPBR'S OPTION TO TERMINATE AGREEMENT
Section 5.1 The Developers Option to Toiniinate This Agreement may be terminated
by Developer, if (i) the Developer is in compliance with all material terms of this Agreement and
no Event of Default has occurred; and (ii) the City fails to comply with any material term of this
Agreement, and, after written notice by the Developer of smell failure, the City has failed to cure
such noncornplianco within ninety (90) days of receipt of such notice, or, if such noncompliance
cannot reasonably be cured by the City witbin ninety (90) days, of receipt of such notice, the
City has not provided assurances, reasonably satisfactory to the Developer, that Such
noncompliance will bo cured as soon as reasonably possible.
Section 5,2 Action to Terininate Termination of this Agreement pursuant to Section 5.1
must be accormplishedby written notification by the Developer to the City within sixty (60) days
after the date when such option to terminate may first be exercised. A failure by the Developer
to terminate this Agreement within such period constitutes a waiver by the Developer of its
rights to terminate this Agreement due to such occurrence or event.
Section 53 Effect of Termination If this Agreement is terminated pursuant to this
Article V, this Agreement shall be from such date forw null and void and of no further effect;
provided, however, the termination of this Agreement shall not affect the rights of either party to
institute any action, claim or demand for damages suffered as a result of breach or default of the
terms of this Agreement by the other patty, or to recover amounts which had accrued and
become due and payable as of the date of such termination. Upon termination of this Agreement
pursuant to this Article V, the Developer shall be free to proceed with the Project at its own
expense and without regard to the provisions of this Agreement; provided, however, that the
City shall have no further obligations to the Developer with respect to reimbursement of the
expenses set forth in Section 3.2,
1361703v4 12
ARTICLE VI
ADDITIONAL PROVISIONS
Section 6.1 Restrictions on Use The Developer agrees for itself, its successors and
assigns and every successor in interest to the Development Property, or any part thereof, that the
Developer and such successors and assigns shall operate, -or cause to be operated, the Project as a
senior housing facility that complies with the low and moderate income requirements set forth in
Section 3.3 and in the PUD Agreement and shall devote the Development Property to, and in
accordance with, tho uses specified in this Agreement and in the PUD Agreement.
Section 6.2 Conflicts of Interest No member of the governing body or other official of
the City shall have any financial interest, direct or indirect, in this Agreement, the Development
Property or the Project, or any contract, agreement or other transaction contemplated to occur or
be undertaken thereunder or with rospect thereto, nor shall any such member of the governing
body or other official participate in any decision relating to the Agreement which affects his or
her personal interests or the interests of any corporation, partnership or association in which he
or she is directly or indirectly interested. No member, official or employee of the City shall be
personally liable to the City in the event of any default or breach by the Developer or successors
or on any obligations tender the terms of this Agreement.
Section 6.3 Titles of Articles and Sections Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.4 Notices and Demands Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(a) in the case of the Developer is addressed to or delivered personally to:
Eagle Creek Development LLC
7765175` Street East
Prior Lake, MN 55372
City at:
(b) in the case of the City is addressed to or delivered personally to the
City of Prior Lake
16200 Eagle Creek Road
Prior Lake, MN 55372 -1787
or at such other address with respect to any such party as that party may, from time to tinge,
designate in writing and forward to the other, as provided in this Section.
1361703v4 13
Section 6.5 Counterparts This Agreement unay be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6 ,w G_ oyomins This Agreement will be governed mid construed in
accordance With the laws of the State.
Section 6.7 Expiration This Agreement shrill expire on the Termination Date, unless
earlier terminated or resohided in accordance with Its terms.
Section 6.8 Provisions Surviving Rescission or Expiration Sections 3.3, 4.5 and 4.6
shall survive any rescission, termination or expiration of this Agreement with respect to or
u6sing out of any ovent, occurrence or rAtcunistance existing prior to the date thereof.
Section 6.9 Assignability of Agreement and Note This Agreement and the Note may be
assigned only with the prior written consent of the City.
Section 6.10 Discrimination The Developer agrees to abide by all provisions of M11111.
Stat. Section 181.59, as may be amended from time to time, entitled Discrimination on Account
of Race, Creed, or Color Prohibited in Contraot, and the provisions of Minn, Stat. Section
363,03, us may be amended from time to time, entitled Unfair Discriminatory Practices.
The Developer shall not discriminate against any qualified persons with a disability who
is an employee or applicant for employment and shall take affirmative action to ensure that such
qualified individuals are treated without regard to their disability in regard to job application
procedures; the hiring or advancement of discharge of employees; compensation; Job training;
and other terms and conditions, and privileges of employment pursuant to the Americans With
Disabilities Act of 1990 and Minnesota Human Rights Act.
The Developer agrees that it will not discriminate in biting, advancement, compensation,
discharge and any other terms and conditions of employment against any applicants for
employment or employees based upon race, gender, national origin, age, sexual orientation,
affectional preference and /or any other characteristic protected by federal, state or City statutes,
regulations or ordinances. The Developer agrees that it will comply with Title Vil of the Civil
Rights Act of 1964, the Equal Pay Act, Age Discrimination in Employment Act, Minnesota
Human Rights Act, Minnesota Age Discrimination Act, all as amended, and other federal, state
and City statutes and ordinances prohibiting disesimination in employment.
13617030 14
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and oo its behalf and its seal to be hereunto duly affixed, and the Developer has caused this
Agreement to be duly executed in its name and on its behalf, on or as of the date first above
written.
(SEAL)
STATE OF MINNESOTA
}ss
COUNTY OF SCOTT )
R
ThA repoing instrument was acknowledged before me this
20 , By JACK G. HAUGEN, Mayor and FRANK BOYLES, City
PRIOR LAKE, a Minnesota municipal. corporation, on behalf
pursuant to the authority granted by its City Council. /
_.,. Notary
'�R R { t '�r" �OTMYPUOLiCi � 3i 2005
(dy Conm ExN e
i day of
p [an per of the CITY OF
f Ahe corporation and
This is a signature page to the Development Agreement by and between the City of Prior Lake
and March 6, 2002.
1361703Y4 15
CITY OF PMOR. LAXE
BAOLE CREEK DBVBLOPMBNT LLC
If
STATE OF MINNESOTA )
COUNTY OF Ll 1 )) s
The foregoin inst nient was acknowledged before me this j.�h day of l A,L. `,,
20 t71. , b y _ the �/Jiic, y,��a c _ of EAGLE CREEK
DEVELOPMENT LLC, a Minnesota Limited Liability Company, on - ite behalf
A!�--
Notary Public
,
.,3J��.3i 2045
This is a signattwo page to tho Dovelopment Agreement by mid behnon the City afPrior Lako
and Eagle Creek Development LLC dated March G, 2002,
13617030 16
EXMBIT A
Desoription o£DovelopniontProperty
Pm-col Idei i.firation Number
25378 -003 -0
1341703v4 A -1
Compliance Certificate
Tho underaignod of does hereby certify that as of the
date of this Certificate not less than 20% of the rosidential units in the Housing project as defined
in the Development Agreement dated as of March 6, 2002 between the City of Prior Lake and
Eagle Creels Development LL,C (the "Project") are occupied by individuals Nvhoso income is 50%
or less of area median gross income. The Dcvoloper certifies that m&ximum gross rent (which
includes all tenant paid utilities, except telephone) does not exceed 3U %a of 50% of the mediavt
family incoxno for Scott County.
Dated this — clay of
EAGLE CREEK, DE'VELQPMBNT L,L.0
By
Its
13617430 13-1
EXHIBIT C
Form of Note
No. R
UNITEED STATES OF AMERICA
STATE OF MINNES0TA
COUNTY OF SCOTT
IN AND FOR THE CITY OIL PRIOR LAKE
TAX INCREMENT RBVENUB NOTE
(EAGLE CREEK DEVELOPMENT LLC PROJBCT)
The City of Prior Lake, Minnesota (the "City "), hereby acknowledges itself to be
indebted and, for value received, hereby promises to pay the amounts hereinafter described (the
"Payment Ainounts") to Eagle Lake Development LLC (the "Developer ") or its registered
assigns (the "Registered Owner "), but only in tile malnner, 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 alnotult
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 $516,246 as provided in that certain Development
Agreement, dated as of March 6, 2002, as the salve may be amended from time to time (tine
"Development Agreement "), by and between the City and the Developer. The unpaid principal
alnowit hereof shall bear interest front the date of this Note at the 81 , 111) 10 non - compounded rate
of seven percent (7 per annum. Interest shall be computed oil the basis of a 360 day year
consisting of twelve (12) 30 -day months. Interest accruing on the Note from the date of issuance
of the Note to February 1, 2004 shall be added to the principal of the Note.
The amounts due under this Note shall be payable on August 1, 2004, and oil each
February 1 and August 1 thereafter to and including Febniary 1, 2024, or, if the first should not
be a Business Day (as defined in the Development Agreement) the next succeeding Business
Day (the "Payment Dates' ). On each Payment Date the City 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 City preceding such Payment Date an amount equal to the sum of the Tax Increments
(hereinafter defined) received by the City during the 6 month period preceding such Payment
Date.
The Payment Amounts due hereon shall be payable solely from 90% of the tax
increments (the "Tax Increments ") derived fioin the Development Property within the City's Tax
Increment Financing District No. 3 -1 (the "Tax Increment District ") within its Development
District No. 3 which are paid to the City pursuant to the provisions of Minnesota Statutes,
Sections 469.174 through 469.179, as the same may be amended or supplemented front time to
time (the "Tax Increment Act "). All such payments shall be applied first to pay accrued interest
and then to reduce the principal balance of the Note. This Note shall terminate and be of no
13617030 C-1
further force and effeot following the last Payment Date defined above, on any date upon which
the City shall have terminated the Development Agreement under Section 4.2 (b) thereof or the
Developer shall have terminated the Development Agreement under Artiole'V thereof, or on the
date that all principal Interest payable hereunder shall have been paid in Rill, whichever occurs
ourliest,
The City makes no representation or covenant, express or implied, that the Tax
Increments will be sufficient to pay, in whole or in part, the amounts which are or may become
due and payable hereunder.
The City's payment obligations hereunder shall be f4ther conditioned on the fact that the
Developer has filed the Compliance Certificates as required by Section 3.3 of the Agreement and
that no Event of Default under the Development Agreonient shall have ocom red and be
continuing at the tinio payment is otherwise due hereunder, but such unpaid amounts shall
become payable if said Event of Default shall thereafter have been cured; and, fiu if
pursuant to the occurrence of an Event of Default under the Development Agreement the City
elects to cancel and rescind the Development Agreement, the City shall have no Rurther debt or
obligation under this Note whatsoever: Reference is hereby made to all of the provisions of the
Development Agreement, including without limitation Section 3,2 thereof, for a fuller statement
of the rights and obligations of the City 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 fnd not a genwal obligatiou of the City
and is payable by the City only from the sources and subject to the qualifications stated or
referenced herein. This Note is not a general obligation of the City of Prior Lake, Minnesota,
and neither the full faith raid credit nor the taxing powers of the City are pledged to the payment
of the principal of this Note and no property or other asset of the City, shall and except the
above- referenced Tax Increments, is or shall be a source ofpaymont of the City's obligations
hereunder.
This Note is issued by the City in aid offinanoing aprojeotpursuant to and in full
conformity with the Constitatiolr and Iaws ofilhe State of Minn esota, including the Tax
Increment Act.
This Note may be assigned only with the prior written consent of the City. liforder to
assign the Note, the assignee shall surrender the same to the City either in exchange for a new
My registered note or for transfer of this Note on the registration records for the Note
maintained by the City. Each pelmitted assignee shall take this Note subject to the foregoing
conditions and subject to all provisions stated or referenced herein.
IT IS I TERM Y' CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws ofthe State ofMillnesota to be done, to have happened,
and to be performed precedent to and M the issuance of this Note have been done, have
happened, and have been performed in regular and due form, trine, and manner as Fequired by
law; and that this Note, together with all other indebtedness of the City outstanding on the date
hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation thereon.
1361703x4 C -2
IN WITNESS WHEREOF, City of Prior Lake, Minnesota, by its City Council, has
caused this Note to be executed by the manual signatures of its Mayor and City Manager and has
caused this Note to be issued on , 200 .
City Manager
Mayor
13617030 C -3
C OF RL GisTRA'l; ION
It is hereby coWfied that the :Foregoing Note was registered in the name of and
that, at the request of the Registered Owner of this Note, the undersigned has this day registered
tho Note in the name of such Registered Owner, as indicated in the registration blank below, on
the books rcpt by the undersigned for such purposes.
NAME AND ADDRESS OF DATE OF
REGXSj)RRED O ER REGISTRATION
Baglo Creep Development, LLC , 200_
SIGNATURR OF CITY
MANAGER,
1361 C_4
Description of Sitolnnprovennents
Site grading
Footing and foundations
Landscaping
Lighting for parking lot
SAC and WAC Charges
Sprinkler System
Public Utilities
Parking Facilities
Streets and Sidowalks
IW7030 D -1
Exhibit B
[Copy of TIF Note]
Attachment: Shown as Exhibit C, Form of Note (Eagle Creek Development LLC Project)
Exhibit B -I
A/74513866.2
EXHIl3IT C
Fora ofNote
No. R-
UNITED STATES OF AMERICA
STATE OF iv HVESOTA
COUNTY OF SCOTT
IN AND FOR TI4E CITY OF PRIOR LAKE
TAX INCREMENT REVENUE MOTE
(EAGLE CREEK DBVELOPMENT LLC PROJECT)
The City of Prior Lake, N innesota (the "City "), hereby acknowledges itself to be
indebted and, for value received, hereby promises to pay the amounts hereinafter described (the
"Payment Amounts ") to Eagle Lake Developmment LLC (the "Developer ") 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 shalt 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 $51 6,246 as provided in that certain Development
Agreement, dated as of March 6, 2002, as the same may be amended from time to time (the
"Development Agreement'), by and between the City and the Developer. The uupaid principal
amount hereof shall bear interest from the date of this Note at the simple 1)on- compounded rate
of seven percent (7 %) per annum. Interest shall be. computed on the basis of s. 360 day year
consisting, of twelve (12) 30 -day months. Interest accruing on the Mote from the date of issuance
of the Noto to February 1, 2004 shall be added to the principal of the Note.
The amounts flue under this Dote shall be payable on August 1, 2004, and on etch
February l and August 1 thereafter to and including February 1, 2024, or, if the first should not
be a Business Day (as defined in the Devolopment Agreement) the next succeeding Business
Day (the "Payment bates "). On each Payment Date the City shall pay by check or draft mailed
to the person that was the ;Registered Owner of this Note at the close of the last business day of
the City preceding such payment Date an amount equal to the sum of tho Tax Increments
(hereina f ter defined) received .by the City during the 6 inontlt period preceding such Payment
Date.
The Payment Amounts due hereon shall be payable solely from 90°1 of the tax
increments (the "Tax Increments ") derived from the Development Property within the City's Tax
Increment Financing District No. 3 -1 (tile "Tax Increment District ") within its Development
District No. 3 which are paid to the City pursuant to the provisions of Wnneso% Statutes,
Sections 469.174 through 469.179, as the same maybe amended or supplemented from time to
time (tile "Tax Increment Act "). All such payments shall be applied first to pay accrued interest
axed then to reduce the principal balance of the Note. This Note shall terminate and be ofno
1107610 C -1
ed 14UST :QT Moz TT ' -E61 920SLS MS6 : ON BMW 1413110MASHM NNINGNS$at : WSJ
.o.
further force and effect following the last payment bate defined above, ov. fitly date upon which
the City shall have terminated the Devi;lopmcnt Agreement under Section 4.2(b) thereof or the
Developer shall have terminated the Development Agreement under Article V thereof, or on the
date that all principal interest payable hereunder snail have been paid in full, whichever occurs
earliest.
The City snakes no representation or covenant, express or implied, that the Tax
Increments will be sufficient to pay, in whole or in part, the amounts which are or may become
due and payable hereunder.
The City's payment obligations hereunder shall be further conditioned on the fact that the
Developer has filed the Compliance Certificates as required by Section 3.3 of the Agreement and
that no went of Default under the Development ,Agreement shall have occurred and be
continuing at the tune payment is otherwise due hereunder, but such unpaid amounts shall
become payable if said Event of Default shall tbereaftor have been cured; and, further, if
pursuant to the occurrence of an Event of Default under the Development Agreement the City
elects to cancel aitd rescind the Development Agreement, the City shall have no further debt or
obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the
Development Agreement, including without limitation Section 3.2 thereof, for a fuller statemextt
of the rights and obligations of the City to pay the principal of this Note, and said provisions are
hereby incorporated into this Note as though set out in full herein.
This Mote is a special, limited revenue obligation and not a general obligation of the City
and is payable by the City only from the sources and subject to the qualifications stated or
referenced herein. This Note is not a general obligation of the City of prior Lake, Minnesota,
and neither the 1tt11 faith and credit nor the taxing powers of the City are pledged to the payment
of the principal of this Note and no property-or other Asset of the City, shalt and except the
above - referenced Tax Increments, is or shall be a source of payment ofthe City's obligations
hereunder.
This Mote is issued by the City in aid of f lnancing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including the Tax
Increment Act.
This Note may be assigned only wide the-prior written consent of thv City. In order to
assign the Note, the assignee shall surrender the saint to tltc City either in exchange for a new
fully registered dote or for transfer of this Note on the registration records for the Note
maintained by the City. Bach permitted assignee shall take this Note subject to rho foregoing
conditions and subject to all provisions stated or zefcfenced berein.
IT 13 HEREBY CERTWl1 D .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 doge, have
!Happened, and have been performed in regular and due form, tithe, and manner as required by
law; and that this Note, together with all other indebtedness of the Cite outstanding on the date
hereof and on the date of imactual issuance and delivery, does not cause the indebtedness of the
City to exceed any constitutional or statutory limitation thereon.
136170A C -2
£d 6ttf9Y t0Y bOOZ YY 'aabi 920SLIMS6 : 'ON B140148 NOI,1W8LSN0:► >€Ni?1O1455a 1 : WMA
•
IN u IITNBS S WHBRE6F, City of � or Lft i+•Iinnesom, by its City Council, has
caused this ?dote to be execumd by the mattifxl "signatures of its Mayor and City Manager and has ;
caused this Note to be 'ssued on �� f 2001
city l4ian er
ay�o
,
1361703A C,
i
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17,$12.11
1)13.50,60
462,913.0
7.5
0804
0008
215
OD-01
1008
487,55347
0.00
10,472-63
18,887.47
272010
47494019f
3.0
02.01,
2007,
3.0
OZ-01
?007
472,040.43
0.40
10,83947
10.521.43
21.360k0
46t,tolm
34
0401' 2W7
3.S
W-01
2007
461,201.88
0.00
15,218,13
10,142.01
V
4101983145
4.0
Ot•01
2006
4,0
0201
2008
449,913,45
0.00
11.61t.00
5574942
21.350.10
4301372.38
0
0
2000
4.6
02.01
2008
439,37 2.38
0.00
12817.47
16,Ma.03
27,360.0
4263S1,8i
6.0
0741
2003
6.9
0801
2049
424.351.91
0.00
12,438.00
14,022.42
21)360.50
4t38f6.P1
615
Ot -01
2003
SS
08.01
2009
<13,91044
0.011)
12,073.41
1 4,401.09
21, 0.69
401,043x41
8.0
02.01
2010
QO
02.01
2010
4 101,043.43
0.00
13,32346
14,036,32
27x9.00
081,719R0
8.5
00.01
2010
6.6
08-01
2010
397.718.46
0.00
13 -n
13,570.19
27
373629.14
7.0
02.01
2041
70
02.01
1011
373.029.14
O.OD
14,272.0
i4XIS2
Z1X%o
669,60.17
7.5
00.01
9015
7.5
00.01
2011
359,658.17
OdV
14.772.53
%014t
27;10.40
344.663.04
8.0
02 -01
2012
0.0
02 -01
2052
345.003-64
0.00
E5.2E0,47
f2.07O.%
27,:60.60
229,04.01
8.5
08.01
2012
05
00
2012
322,694.08
0.00
15024
11,635.79
27.360150
313,76937
OA
02 -01
2013
04
12-01
2013
3t3,70.37
0.00
10,378.57
10,901,Y3
71,360 -SO
297,390.81
0.6
0041
2013
9.4
0.01
201
2 97,0" .6 1
4.44
16,951.02
10,404.66
27,330,6o
280,436.09
10.0
02 -01
6014
10.4
02.01
2014
240,43199
0.0
u.545.0
9,816.16
71,810!%/1
262,893.88
14.6
0x01
204
10,6
0041
2014
262,693.66
0.40
19,159a2
4,201,20
27,380.60
2447x,00
110
02.91
2615
51.0
02.01
2015
24f,934.64
• 040
18.794,79
6.505.71
27.304.;0
226.149.88
11,5
08 -01
2016
11,5
09-01
2015
226,939.0
0.00
10A$2.61
7
271380.60
204.4 U$
12.0
0201
2019
1 214
0201
2018
200,407.23
0.00
XMAS
7,721).05
27,160150
iD1,343.61
12.5
0-01
2010
12.6
OB -01
2010
155,353184
0,00
20,839,12
8,522.39
27,3°50.50
166,515.0
13.0
02.01
2017.
110
02.01
2017
105.516.69
0.00
21,567.45
&783.06
27,31440
143,090,25
134
0401
2017
13-5
0801
2017
143,818.25
0.00
22,3213t
6,039.10
27.4050
121.623,94
144
02 -01
2018
14,0
02 -01
2010
121,625.44
0.00
23.103X4
4,75691
2'1,350.50
89521.35
19
064f
2010
its
08.01
2018
84.52245
0.00
23.912,22
504826
27,360,50
74,810.14
0,0
02.01
2018
1S.0
02.01
2019
74,610.14
0,09
24,749,15
2,611.35
27.360.54
49,8PA.93
165
08 -01
2018
16.6
00.01
20(9
09,600.09
9.0
26.016.37
1.445,13
27,100150
24.245,01
)0.0
02 1
2iO
100
02 -01
2020
24.245.83
0.00
24,245.03
O4e.60
05,034.23
0.00
1 6;5St3
?2
Wh
0941
2020
0100
0.00
000
0.00
on
0100
17.0
02 -01
201'
170 _02
-01
=1
0.00
0.00
0.00
0.00
0100
0.00
17,0
0001 •2031.
17;5
0001
202
0.0D
0.00
4.00
0,44
0.0
0.00
19.0
02.41
242
18.0
02.01
2022
0.00
0.00
0.44
0.00
0100
0.00
10.5
06.91
2022,
104
09 -01
2022
0.00
0.00
0.00
0.00
0,00
0,00
19.0
02.01
2023
140
02 -01
2023
0.00
0.00
0 -00
000
040
0.00
1016
O60t
203
16
08 -01
- Ai
0.00
0100
040
0.40
0.00
040
20.0
024t
2024
204
02 -01
2074
4.00
0.00
0.00
0.00
0.W
0.00
20.5
0841
2024
20A
0041
2024
0.00
0.00
0.00
0"
0.00
OR0
21.0
02-01
2025
1 551.49
029 ,79706
474. - um
900. 0R7 - -
-
I
1
pr41xcd47 Etcr4
+1C1E 2461.p91
Sd HU4110T 17002 TT 'a 'eW TH Ht -riHd Yfi WORBSB41 : WOW
Exhibit C
[Scheduled Debt Service Payments for TIF Note]
Attachment: Shown as TIF District #3 -1 (Creekside Estates)
Exhibit C -1
A/74518966.2
TIF DISTRICT #34 (CREEKSIDE ESTATES) - Fund 414
PAYMENT SCHEDULE
yDAt�� x'
3
41 REAfE d
Tx
a CITY
B T 3 "
z �
c: x DATE
a
0 n.
rR ncf 1
Inrt�
d vtreYtat
���
:=
.��*
z� ��.��AiP.,xf...
1 -Au -04
0.00
$0.00
$0.00
�P.. _ .vim .�
1 Feb 05
19 073 57
1907 36
1716 21
15•Deo4A
$17188 21
$14 902.69
at'a`�'. .a +"�2 t
> 5 '•u S+ T
'.t:�Ss�. �."n�,.°S
M'O >,-
:Y max,:¢ � :,
;`
1 - Au - 05
$ 22.6`16.78
$2
$20,355.10
30- Jun-05
1- Feb -06
$2261677
$2 261.68
$20.355.09
15 -Dec-05
650.17
$4 060.02
01M,
"<n i
.., -�'' .:J ,. -sr
"` }
.n•�Jr3 ..a '.'� . X~i
... "r_ �
,f_.z;. , ri. S
:. �� i.v A�
_- �.
�..f}
1 -Au -08
$28, 634.24
$2
$25
30-Jun,-06
1 -Feb 07
28834 24
2863 42
$25 770 82
i5-Dec-06
$404880
$38,650,17
$10.842.67
X& V
''
:::°
r7 __� ..�{
�". ,x ;:NSF j?S.
rrt $,�x _3a.':•�%
;:e .,ra�; 1� �'ti:�i
F -i
1 -A -07
$32
$3, 223.97
329.05.77
31JuF01
.'S .a�. .-.,
.�:`J2f5�N�ro >yrSFi._'.; -�
1-Fab-08
$32239
3 223 97
$29.016.77
ec -0
15 -D7
$2f 664 78
366 75
$000
�hci�4 �` :,� t 7' i;
.6.
r .45: s �
C y
- •�
" ''- .'". �' ^x
�x"�. � a u (<s ,
1-Aug-08
$31
$3
L2EI,697.63
30-Ju
1-Feb-09
31 775 15
$3,177.62_
$28
15-Jan-09
$2234505
$34.M.22
$000
,. .. i,fh� .h, i. ? .�
.XI��4A.f."- e�•i:�
.l¢`Y xa. � - ....,.�:.
..'u. <..T'1�15- :S
:2,: a •, .41K :: �
~`
:L r:I.S.
... - _
1 -Au -09
$311.790.05
$3179.01
$28611.05
15Ju1.09
1- Feb -10
P1
3179.00
$2&611.04
i6- Jan-10
$23936.03
$33286.06
$0.00
h <rSt�.`$ �. s:.�
,.,�.-- 1.•v:dr.F ' � i
Y '�7,P1` .a.l.;
/�'`'�' "a' "P
c(
,, ':..
,. .:
�
1 -Au -10
$33221.71
3322.17
$29899.54
31Jut -1p
1- Feb-11
$33 221.71
$3,322.17
$29
15- Jan -ii
$28,188.55
$31610.64
$0.00
1 -A -11
$34 917.77
$3,491.78
$31
15-Jul-11
1- Feb-12
$0.00
$0.00
$16607.32
$14818.67
$0.00
....... ..
. .. ......r. ,.
-..3 . -.ice.
'
1 -Au -i2
$0.00
$0.00
.:.3^,�T
t Feb 13
$000
$0
n.
;:F . R .. ,.G;
a aa..
i,ar rkdu'st
-
1 -Au 13
0.00
$0.00
1- Feb-14
$0.00
$000
S 9 •<S.YV"r; •t
1 - -14
$0.00
$0,00
1- Feb-15
$0.00
MOO
1-Aug-15
$0.00
$0.00
1- Feb -16
$0.00
$0.00
1 -Au -i6
$0.00
$0.00
1- Feb-17
$0.00
$0.00
1 -Au -17
$0.00
$0.00
1- Feb-18
$0.00
$0.00
t
1 -Au -18
$0.00
$0.00
1-Feb -19
$0.00
$0.00
1-Aug-19
$0.00
$0.00
1-Feb -20
$0.00
$0.00
,..-.. �.- �':,a,,,...._.:
Y„ ,? _.:'"rf ..,..
c.,�. �i ' >.z..
x �f. �',r,;f
„ ......
r✓�:.,, r
`' �' ,n,
1- Aug-20
$0.00 0.00
$0.00
1- Feb -21
$0.00
$0.00
�t�' 1 5i'
�
T..1 � yi.:�
- a5:a2+F��:i4''�'.:ti _S'n-
Y.io ..'o 3"y4 .1 i'
�r:'..: - -.
. 54 •�',
K i`,c.S,�. of
1 -Au -21
$0.00
$0.00
1- Feb-22
$0.00
$0.00
1 - A - 22
$0.00
0.00
1- Feb -23
$0.00
$0.00
• .* "...' =iES
- ._,.,..Y.
,. ^,..::.. i
f� Y,.'
3 - .:.- ,� .rhs:
f 7s
L, y •_
.SveS.
i -Au -23
$0.00
$0.00
1- Feb -24
$0.00
$0.00
� . Y }?, r - .:.iih..'•,:.i r_.. -;<
s 1�+rti. .. n.�, 3 : �
_r:....i .,.. _�
'�y �
:.:: c. _.....-
! -
Y.c � ti .,.c:.. w � ✓
.F � .( J
TOTAL REBATE•'
$414,b4fi.65
$373,091.99
$116,790.53
$241,398.80
$14,902.69
Should be W1. - -> 90.0% RemaWng Principal Balance
$406.783.30
" Total Rebels rot to exceed $516.248 plus 7% simple Interest.
1. Pdnclpal amount of Note to be adjusted by 73 days of Interest per Note from 11117/03 to 211104 - ($523,573.83)
2. interest on Pmt Al Is calculated for 315 days from 211/04 to 12/15/04 - ($32,068.90)
3. All remainkV Interest is calculated on annual 7% simple interest
footaofa: fintarest cakuJe(ed upon 30 day months d 360 day years)
FINAL PAYMENT DUE: FEBRUARY 1, 2024
Account: 414. 70011590
TIF DISW Pay Schedules
CreeWde (3 -1) Rev Page 1 9/29/2011