HomeMy WebLinkAbout8A - Award Printing
.-
AGENDA #:
PREPARED BY:
SUBJECT:
DATE:
8-A
BLAIR TREMERE, ASSISTANT CITY MANAGER
APPROVE DEVELOPMENT AGREEMENT WITH STAN ANDERSON
MARCH 18, 1996
BACKGROUND:
Stan Anderson, a partner with his son in the ownership of Award
Printing, seeks to relocate and expand the business from Burnsville to
the Waterfront Passage Business Park. The City Council at the
March 4, 1996 meeting approved the establishment of Tax Increment
Financing District No. 2-7 and the use of Tax Increment Financing for
the Award Printing site and development.
DISCUSSION:
The development agreement also functions as a purchase agreement
and provides that approximately 3.11 acres will be sold to Mr.
Anderson for the construction of a 17,600 square foot building, with a
potential for expansion in the future. The project will be on the site
directly across from the new municipal maintenance facility, on
Adelmann Street (facing Cottonwood Lane). A copy of the proposed
Agreement is attached. It calls for the use of Tax Increment
Financing for a period of nine years to be applied to the project costs.
The estimated project costs, which were reviewed with the Council on
March 4, are:
Land acquisition, site improvements
Administrative and Legal expenses
TOTAL
$308,140
15 000
$323,140
Sources of funds are:
Developer payment to City
City contribution of unrestricted funds
Subtotal
City Tax Increment Financing
Total
$135,471
30 000
165,471
157 669
$323,140
Upon completion of the project, the assessed value is expected to be
$440,000 or more.
The agreement has been reviewed by the developer, by Roger
Guenette, and by City Attorney Suesan Pace who has approved the
form and content.
16200t&t~ieJ~ve. S.E., Prior Lake. Minnesota 55372-1714 / Ph. (612) 447-4230 / Fax (612) 447-4245
AN EQUAL OPPORTUNITY EMPLOYER
T
Page Two
ALTERNATIVES:
1. Approve Developer's Agreement with Stan Anderson.
2. Deny.approval of Developer's Agreement
RECOMMENDATION: Staff recommends Alternative NO.1.
I
! otion and second to approve the Development Agreement with Stan
nderson.
1:\COUNCIL\A318968a.DOC
To.
c0"d
DEVELOPMeNT AGREEMENT
BY AND BeTWEEN
THE CITY OF PRIOR LAKE
AND
STAN ANDERSON
MARCH, 1998
S17c17~1717c't9't
01
"JNI 3JN~~~ WO~ 80:c't 966't-~'t-~~W
TABLE OF CONTENTS
ARTICLE I DEFINITIONS .."....................,.............................. 2
SECTION 1.1. DEFINITIONS ................................................... 2
ARTICLE II REPRESENTATIONS AND WARRANTIES ............................... _ . . 4
SECTION 2. 1. REPRESENTATIONS AND WARRANTIES OF THE CITY ...... _ . . . . . . . . . . . . 4-
SECTION 2.2. REPRESENTATIONS AND WARRANTIES OF THE DEVELOPER .........,... 5
ARTICLE III UNDERTAKINGS BY DEVELOPER AND CITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.1. SALES AND PURCHASE OF THE DEVELOPMENT PROPERTY .............. 7
SECTION 3.2. PURCHASE PRICE ..... - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 3.3. TITLE ...............................,......................... 7
SECTION 3.4. COST ESTIMATE RELATING TO ACQUISITION OF THe DEVELOPMENT
PROPERTY, INFRASTRUCTURE, SITE IMPROVEMENTS AND SOIL CORRECTION . . . . . . . . . . 7
SECTION 3.5. ASSESSMENT AGREEMENT . . . . . . . , . . . . . . . _ . _ . _ . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.6. REIMBURSEMENT: DEVELOPER PAYMENTS AND TAX INCREMENT REVENUES 8
SECTION 3.7. GUARANTEE OF PAYMENTS .......... - . . - . - . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.8. TAXES AND SPECIAL ASSESSMENTS ................................ 9
SECTION 3.9. SUBORDINATION . . . . . . . . . - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . 9
ARTICLE IV EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . _ . _ . . . . . . . . . . . . . . 10
SECTION 4.1. EVENTS OF DEFAULT DEFINED .................................... 10
SECTION 4.2. REMEDIES ON DEFAULT ....................... . . . . . . . . . . . . . . . . . . . 10
SECTION 4.3. NO REMEDY EXCLUSIVE ................,........................ 11
SECTION 4.4. NO IMPUED WAIVER ................. . . . . . . . . . . . . . . . . . . . . . . , . . . . 11
SECTION 4.5. AGREEMENT TO PAY ATTORNEY'S FEES AND EXPENSES ............... '1
SECTION 4.6. INDEMNIFtCA TION OF CITY ........... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE v INSURANce. . . . . . . . . . _ . . . . - . . . . . . . . . . . , , . , . . I . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.1. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE VI ADDITIONAL PROVISIONS
. ...." .,... ............ ....... ......... ..,
14
SECTION 8.1. RESTRICTIONS ON USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 8.2. CONFUCTS OF INTEREST .....,.................................. 14
SECTION 6.3. TITLES OF ARTICLES AND SECTIONS .............,................, 14
SECTION 8.4. NOTICES AND DEMANDS ... . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . , . . . . 14
SECTION 8.5. COUNTERPARTS ....,........................ I . . . . . . . . . . . . . . . . . . '4
SECTION 8.8. LAW GOVERNING . . . . . , . . . . . . . . . . . . . . . . . , , . , . . . . . . . . . . . . . . . . . . . 14
SECTION 6.7. SevERABIUTY .......................,.,..,..................... 14
SECTION 8.8. PROMPT PAYMENT OF SUBCONTRACTORS I.......................... 14
ARTICLE VII DEVELOPER.S OPTION TO TERMINATE AGREEMENT ...................... 18
SECTION 7.1. THE OEVELOPER"S OPTION TO TERMINATe ....... _ . . . . . . . . . . . . . . . . . . 18
SECTION 7.2. ACTION TO TERMINATE .....................................,.... 18
SECTION 7.3. EFFECT OF TERMINATION ......."..............,................ 16
SECTION 7.4. UMITATION OF DAMAGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
S:0'd
SVGvl.vVG"t9"t
0.1
'~NI 3~N~~a~ wo~~ 80:G"t 966"t-s:'t-~~W
EXHIBIT A DESCRIPTION OF DEVELOPMENT DISTRICT .......""".,........,....... A..'
EXHIBIT B DESCRIPTION OF DEVELOPMENT PROPERTY . . , , , , . . . . . . . . . . . . . . . . . . . . . . . . B-1
EXHIBIT C ASSESSMENT AGREEMENT . . . . . . . . . . . . . . . , , . , . . . . . . . . . . . . . . . . . . . . . . . . . 0.1
EXHIBIT D ACQUIRED PROPERTY DEED. . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
EXHIBIT E CERTIFICATE OF COMPLETION ...... . . . . . . . . " . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
EXHIBIT F LEASE AGREEMENT WITH AWARD PRINTING. INC.. . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
va'd
S17cV~V17Z't9't
01
"JNI 3JN~~a~ wo~~ 60:Z't 966't-~'t-~~W
T
OEVELOPMENTAGREEMENT
THIS AGREEMENT, made as of the _ day of , 1996, by and between the City of Prior Lake,
Minnesota (the .City1. a Minnesota munici~1 corporation and Stan Anderson, an individual, his personal
representatives. successors and assigns, (the "Develop"),
WITNESSETH:
WHEREAS, pursuant to Minnesota ~tutes, Section 488.124 through 469.134 the City has formed City
Development Distric::t No. 2 (the .Oevelopment Distri~) the legal description of which is attached hereto as Exhibit
A and has adopted a development program therefore (the .Oevelopment Program"); and
WHEREAS, pursuant to the provisions of Minnesota Statutes. Section ~8.174 through 4439.179 as amended,
(hereinafter the -Tax Increment Acra), the City will create, within the Development District, an Economic
Development District No. 2-7 (the wrax Increment Districr-). the legal description of which is attached hereto as
&hibit B and will adopt a tax increment financing plan prior to March 31. 1996. therefore (the --rex Inerement Plan-)
which provides for the IJse of tax increment financing in connection with development Within the Development
District; and
WHEREAS~ the City will request the County to certify the original tax capacity of the Tax Increment District
pursuant to Section 469.177 of the Tax Increment Act; and
Whereas, the City has agreed to sell and the Developer has agreed to purchase the Development Property
in ~nsideration of the terms and conditions contained in this Agreement; and
WHEREAS~ in order to achieve the objedives 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 Developer with the financing of the Development Property as
deftned in this Agreement: and
WHEREAS. the City believes that thQ development of a certain Project (as defined herein) and the construction
of the Project. and fulfillment of this Agreement are vital and are in the best interests of the City will result in
increased employment and preservation/enhancement of the tax base and Is In accordance with the public purpose
and provisions of the applicable state and local laws and requirements under which the Project has been
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 agrQQ with the other as follows:
S0'd
S17C:171.1717C:19't
0.1
'~NI 3~N~~a~ wo~~ 60:C:'t 966't-(t-~~W
i'
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitaliZed terms used and not otherwise defined herein shall have the following
meanings unless a different meaning clearly appears from the context:
Acquired Pro~ertv Deed means a Wilrranty deed, substantially in the form of the deed attached to this
Agreement as Exhibit 0-1, used to convey the Development Propeny from the City to the Developer;
ed:
Aareement means this Agreement, as the same may be from time to time modified, amended or supplement..
.
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 c:lO$e;
Cenificate of Completion means the certification in the form of the certificate attached hereto as Exhibit E and
herey made a part of this Agreement, provided to the Developer pursuant to Section 4.2 of this Agreement;
~ means the City of Prior Lake, Minnesota;
County means Scott County, Minnesota;
Ceveloaer means Stan Anderson, individually;
Development Oistrid means the real property described in Exhibit A:
Develol:>>ment Procaram means the development program approved in connection with the Development
District;
Excess Tax Increment Revenues means annual Tax Increment Revenues generated from the Praject in excess
of the estimated revenues anticipated from the initial Project to be constructed by the Developer.
Infrastructure means the municipal utilities. roadways, grading and excavation improvements specifted. bid
and contracted for by the City of Prior lake within the Waterfront Passage Business Park.
DeveloDment PropertY means the real property described in Exhibit 8 01 this Agreement;
Leaal and Administrative ExDenses means the fees and expenses incurred in eonnection with the adoption
of the Tax Increment Financing Plan, the preparation of this Development Agreement, and the issuance of the Tax
Increment Note;
Event of Default means any of the events described In Section 4.1:
Payment Oate means July 15, 1998, and each December 15 and July 1S 01 each year thereafter to and
including December 15, 2006: provided, that if any such Payment Date should not be a Business Day, the Payment
Date shall be the ne)(t succeeding Business Day;
Proiect means the approximate 17,800 squarQ foot production/warehouse faeility and any future expansions
of said facility to bet located on tho Development Properly:
Site Imorovements means excavation, grading. filling, utility improvements and extensions. landscaping and
accGSs and parking preparations;
State means the State of Minnesota:
2
90'd
S17c17l.17Vc"t9"t
Dol
'JNI 3JN~~a~ wo~~ 60:c't 966't-~'t-~~W
11"
Tax Increments means the tax increments derived from the Tax Increment District created in accordance with
the provisions of Minnesota Statutes, Section 489.177:
Tu Increment Act means the Tax Increment Financing Ac::t, Minnesota Statutes, Sections 489.174 through
489.17D, as amended;
Ta)( It'lcrement District means Economic Development District No. 2-7 to be established prior to March 31,
1998 on prop4ittty legally described in Exhibit B to be qualified aa an economic development district under the Tax
Increment Act;
Tax Increment Financina Plan means the plan approved for the Tax Increment Distric:t;
Unavoidable Delavs means delavs, outside the control of the partY claiming its occurrence. which are the
direct resuh of strik_, ather labor troubles, constNction material shortages relating to building frame or envelope,
unusuelly severe or prolonged bad weather, .ccs of God. fire or other casually to the Project and/or Site
Improvements, site conditions including the __tenc. of environmental problems, litigation commenced by third
parties which, by injunction or other similar judicial action or by the exer(:ise of reasonable discretion, directly
results in delays. or acts of any federal, srate or looal govemmental unit which directly result in delays.
3
1.0'd
St7Zt7~t7t7Z't9't
01
'JNI 3JN~~~ wo~ 0't:Z't 966't-~'t-~W
~",,~-,.__._......-...,----.__...-.-..-..;.,..~~.._,...................~--_._-~.~~,~,.<--"'"~~
80 . d It:U01
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Rearesentations and Warranties of the CitY. The City makes the following representations and
warranties:
(1) The City is .a municipal corporation and has the power to enter inlo this Agreement and carry aut its
obligations hereunder.
(2) The Tax Increment Oistrir:t shall be an -economic deVelopment districr within the meening of Minnesota
StatutesJ Section 469.174, Subdivision 12 and will be createdJ adopted and approved in accordance with the terms
01 the Tax Inerement Act.
(3) The development contemplated by this Agreement is in conformance with the development cbjectives
set fonh In the Development Program.
(4) The City has acquired the Development Property and will convey titte to the Development Property to the
Developer for us.. in accordance wih the Plan and this Agreemem.
(5) The City will cooperate With the Developer with respec:t to any litigation commenced by third parties in
connection with this Agreement.
(6) The City is not a party to any unrecorded contract or agreement affecting the Development Property that
will be binding on the Developer or that will prevent the Developer from completin9J owning and operating the
Minimum Improvements as required by this Agreement
m There are no claims, adions. suits or other proceedings outstanding to which the City is a party,
resolution of which could have a materially adverse effect on the Development Property. the Minimum
Improvements, or the transactions contemplated by this Agreement.
(8) The City has not incurred any obligation or liability (contingent to otherwise) for brokerage or finder's fee
or agentJs ccmrnissions or other like payment in connection with this Agreement or the tran$ac::tion contemplated
herein.
(9) The City has no knowledge 01 any requirements to construct ponding on the Development Property to
accommodate storm water retention.
(10) To finance the costs of the activities to be undQl'taken by the City and DeveloPQr, the City proposes.
subject to the further provisions of this Agreement, to apply Tax Incroment generated by the Tax Incroment District
and other revenues identified within this Agreement, to roimburse public and private costs incurred in the
acquisition of the Development Property and the construc:tlon of Infrastructure and SIte Improvements in the
Development District as further prcwidod in this Agreement.
(11) The City has not received any notice from any localJ state or federal official that the activities of the
Developer or the City or third partie$ with respect to the Development Property or any immediately adjacent
property may or will be in violation of any environmental law or regulation (other than those notices, if any, ofwhic::h
the Developer has been notified). The City is not aware of any state or federal claim filed or planned to be filed
by any party relating to any violation of any local, state or federal environmental law. regulation or review
procedure, with respect to such property and the City is not aware c:Jf any violation of any local, state or federal
law. regulation or review procedure which would give rise to a valid claim under the Minnesota Environmental
Rights Act or other state or federal environmental statute.
(12) The City shall make findings required by Section 489.17SJ Subdivision 3, of the Tax Increment Financing
Act for the Tax Increment District, and set forth in writing the reasons and supporting facts for each determination.
4
80'd
S172:171.17172:'t9"t
0.1
'JNI 3JN~~a~ WO~~ 0't:2:"t 966't-~'t-~~W
(13) The City will not unreasonably delay, withhold, or conditiQn any consent or action requested of it by the
Developer or otherwise contemplated by this Agreement provided such consent or requosted action complies with
all applicable local. state or tederallaws or regulations or this Agreement.
Soction 2.2. Representations and Warrantlea of the CeveloDer. The Developer makes the following
representations and warranties:
(1) The Developer has power to enter into this Agreement and to perform its obligations hereunder and is
not in violation at any local. state or federal laws.
(2) The Developer is an individual and has fUll power .nd authority to enter into thi$ Agreement and carry
out the covenants contained herein.
(3) The Developer will cause the Prcjec:t to be installed in accordance with the terms of this Agreement_ the
Development Program and aU local. state and federal laws and regUlations (including, but not limited to, environ-
men~l. zoning, energy conseNation, building code and public health laws and regulations).
(4) Subject to Unavoidable Delays, the Developer will obtain or cause to be obtained. 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 Project may be lawfully
installed.
(5) To the best of the Developer's knowledge after reasonable investigation, the Developer has not received
any notice or cotnmunication from any local. statQ or federal official that the activities of Developer or the City with
respect to the Development Property mayor will be in violation of any environmental law or regulation. As of the
date of the execution 01 this Agroement. Developer is aware 01 no facts the existence of which would cause it to
be in violation of any local. state or federal environmental law. regulation or review proc;edure which would give
any person a valid claim under the Minnesota Environmental Rights Act.
(6) 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
benefft to the Developer provided for in this Agreement.
(7) To the best of the Developer's knowledge after reasonable investigation, neither the execution and delivery
01 this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance
with the terms and conditions of this Agreement is prevented, limited by or conflicts with or result$ in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness. agreement or instrument
at whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under
any of the foregoing.
(8) The Developer will cooperate fully with the City with respect to any litigation commenced with respect to
the Project provided, however, that any such litigation settled by the City which would require payment by the
Developer would require that the City obtain the prior written consent of the Developer.
(9) The Developer personally guarantees and agrees to pay the total amount of any costs. charges, expenses
and attorneys fees reasonably incurred or paid at any time by City because of any Event of Default by Developer
as to any stipulation. agreement. and covenant of this Agreement, resulting in any suit or proceeding at law or in
equity to which the City shall become a party in reference to the Developers interGSt in the Property or the Project.
(10) The Developer will cooperate fully with the City in resolution of any traffic, parking. trash removal or
public safety problems which may arise in connection with the QOnstruction and operation of the projlilCt.
(11) The Developer will participate in a Site Plan Review by the City's Development Review Committee and
the City Planning Commission, and will comply with all term. and conditions as set forth within the City's deaign
standards and covenants for the Waterfront Passage Business Part<. and as reasonably enforced by said
5
20'd
S172171.17172"t9't
01.
'JNI 3~N~~a~ wo~~ 17't:2't 966"t-~'t-~~w
1[
Development Review Committee and Planning Commission.
(12) earring Unavoidable Delays, the Project will be completed by Oecembor 31, 1998 such that the City will
issue a Certificate of Completion on or before that date. The City has no knawtedge of anything Whieh would
prevent the Project from being completed by December 31, 1198, subject to Unavoidable Delays, including within
its knowledge. an estimate of the reasonable time for review 01 the Project by the City and its agenci_ and
cOR1misaions.
(13) The Developer and Award Printing. Inc. shall execute a lease agreement 101' the lease 01 the Development
ProperlY on or before the closing date on the Development Property in substantially the form of Exhibit F attached
hereto. The lease payments shall be personally guarantQed by the Developer and tho term 01 the lease shall
extend through December 15, 2001.
6
~0'd
SVGv~VVG't9"t
0.1
'~NI 3~N~~a~ wo~~ s't:c't 966't-~'t-~~W
11
ARTICLE III
UNDeRTAKINGS BY DEVELOPER AND CITY
Section 3.1. Sales and Purchase 01 the DeveloDment PrOPerty. City agrees to sell. and Developer agrees
to purchase the Oevelopment Property. The City further agrees to reimbur$e the Developor 50% of the cost not
to exceed 11,500 far an Al T A/ACSM propirty SUNey and reimburse the Developer 50% of the cost not to exceed
11,500 for a geotechnical investigation including a Phase I environmental assessment.
Section 3.2. Purehase Priee. Developtltt agrees to pay to the City the Purchase Price.
Section 3.3. Title. City agrees to promptly obtain and shall deliver to OevelopOf' a commitment for an own"'.
title insurance policy (ALTA Form B. 1987) I.sued by a title insurance company acceptable to the City and the
Developer naming the Developer as the proposed owner..;nsured of the Development Property in the amount of
the Purchase Price (the .Commitmentj. The Commitment shall have a current date as its effective date and shall
commit to insure marketable title in Developer,free and clear of all mechanics' lien claims, questions of survey,
unrecorded interests, rights of parties in possession or other exceptions. The Commitment shall set forth all levied
real estate taxes and special assessments and shall contain such endorsements as Developer may require. Said
commitment shall have attached copies of all instruments of record which create any easements or restrictions
which are referred to in Schedule B of the title commitment. Developer will be allowed 20 days after receipt of the
Commitment and the Survey (as hereinafter defined) to make an e)Camination thereof and to maake any objections
to the marketability to the Development Property, said objections to be made by written notice or to be deemed
waivod.
If the title to the Development Property. as evidenced by the Commitment and Survey, together with any
appropriate endorsements, is not good and marketable of record in City and is not made so by the Date of Closing.
Developer may eithor:
(a) T erminattlt this Agreement by giving written notice to the City in which event thi$ Agreement shall become
null and void and neither party shall have any further rights or obligation hereunder; or
(b) Elect to accept the title in its unmarketable condition by giving wriften notice to the City. in which event
the Developer shall hold back funds from the portion of the Purchase Price payable at the closing to cure the
defects and apply said holdback funds for the reasonable costs of curing such defects, including reasonable
attorneys' fees, and pay the unexpended balance to City. (If the amount of said holdback cannot be mutually
agreed to by the City and the Developer, the issuer of the Commitment shall determine the amoLtnl of said
holdback) .
Sec;tion ~.4. Cost Estimate Relatina to ACQuisition of the OweloDment PrQ~ertv. Administration. Infrastructure.
Site Imorovements. The parties agree that the Infrastructure and Site Improvements to be eonstructed by the City
and Developer are es$erttial to the successful complelion of the Project. The casts of the acquisition of the
Development Property, Administration, Infrastructure and Site Improvements, which shall include engineering and
all other costs directly related to the making of the Site Improvements, together with the Legal and Administrative
expenses, are estimated as follows:
Uind Acquisition. Site Improvements
and InfrastNcture (3.11 acres)
AdministratiVe and Legal Expenses
TOTAL
$308,140
15.000
$323,14Q
7
170'd
S17c17~1717~'t9't
01
'JNI 3JN~~a~ WO~~ S't:~'t 966't-~'t-~~W
""
Sources of funding for the identified Project costs are as follows:
Developer Payments
- Land
- City Contribution (Unrestrided Funds)
a TlF Revenues
TOTAL
$135,471
SO.OOO
157.889
$323,140
(1) As indicated herein. the Developer shall make a payment of $138,340 to the City upon closing on the 3.11
acre parcel.
(2) The City has undertaken actions for construction of InfrastNcture and Site preparation within the Waterfront
Passage Business Park. In regard to the Development Pro~erty, the Developer will fumlsh soil borings and
analysis, inspection 01 excavation, and soil density t_ts as necessary, all in accordance with ASTM specifications
and usual and accepted geotechnical engineering practice. and an opinion frorn a registered Professional Engineer
that the building pad has been properly prepared and is capable of supporting the foundation for the proposed
17,600 SF facility, In the event that the stNctural Soil Correction and Site Improvement cost 10r the Development
Property based upon good faith estimates shall exceed $25.000 the Developer shall have seven (7) days to
terminate this Agreement without any further Qbligation by either party and Developer shall be entitled to a refund
of all monies previously paid to the City relative to this transaction.
(3) The City will utilize Tax Increment Financing revenues generated from the Project along with Developer
payments to obtain reimbursement for $293,140 land acquisition, Administration, and Infrastructure costs.
Section 3.5. ASsessment Aareement. The parties covenant that, effec:tive January 2, 1997, the Development
Property shall have a minimum market value of $440,000 far purposes of determining tax capacity. Developer Will
not challenge any market valuation of the Development Property determined by the Scott County Assessorfor taxes
assessed on or after January 2, 1997 to the extent that such valuation is at or below $440,000. Should the Scott
County assessor for any year up to and including 2006, establish a market value for taXes payable in such year
in excess of $440,000. the Developer may challenge at the Board of Equalization or by filing a tax petition or by
such ather method as permitted by law, the valuation as determined by the Assessor but only to the extent that
the value exceeds $440,000.
Section 3.6. Reimbursement: Oeveloaer Pavments and Tax Increment Revenues.
(1) The City shall receive reimbursement far acquisition. Administration, Infrastructure and Site Improvements
made on behalf 01 tho Developer under Section 3.4 through the receipt of Developer payments and tax increment
revenues generated from TaJC Increment Financing District No. 2-7. Following is a schedule of anticipated
Developer payments and tax increment payments to be made available for reimbursement of City costs:
8
S0'd
S17c17L.1717c"t9't
O.l
'~NI 3~N~~a~ WO~ 9't:c"t 966"t-~"t-~~W
1f
Schedule of Payment
July 15, 1098 - $14,080
'December 15, 1998 - $14.080
July 15, 1999 - $14.080
December 15, 1989 - $14,080
July 15, 2000 - $14,080
December 15, 2000 . $14,080
July 1 S. 200' - $14,080
December 15, 2001 - 114.080
July 15, 2002 - $14,080
December 15.2002 - $14,080
July 15. 2003 - $14.080
DeQember 15, 2OO:S - $14.080
July 15. 2004 - $14~080
December 15, 2004 - $14,080
July 15. 2005 - $14,080
December 15, 2005 - $14,080
July 15, 2006 - $14.080
December 15, 2006 - $14,080
Section 3.7. Guarantee of Payments. In the event that the tax increment revenues are less than $14,080 far
any of the specific payment dates commencing July 15. 1998 through December 15. 2006 pursuant to the schedule
within Section 3.8. the Developer will remit the amount of the shortfall to the City on or before each of these dates.
(1 ) D~eloper shall not be liable to the City for any shonfall in the tax increment revenues resulting from
actions raken by the City or failure of the City to take any action which results in a reduction in the tax increment
revenues, unless such actions by the City involve enforcement of regulatory standards or requirements necessary
to maintain the h_rth, safety or welfare of the community and/or its residents.
Section 3.8. Taxes and Scecial Assessments. Real estate taxos due and payable prior and in the year of
closing shall be paid by the City. Real estate taxes due and payable in the years subsequent to the closing shall
be paid by the Developer. On or prior to the Date of Closing, City shall pay all special assessments. whether or
not then due. then levied against the Development Property ar pending far improvements with respect to which.
as of the Date of Closing. the letting of contracts has been duly authorized by appropriate governmental action.
Section 5.9. Subordination. The Developer has applied for and received financing approved from the Prior
Lake State Bank and 10r the Project. The City shall subordinate as may be necessary to secure the financing for
the Project.
Section 3.10. Excess Tax Increment Revenues. In the event that the OQvQloper expands the initial Project
(17,600 SF industrial facility) prior to December 31. 2000 and the Tax Increment generated as a result of this
e~pansion exceed the guaranteed payments referenced in Section 3.7 of this Agreement, these revenues shall be
defined as Excess Tax Increment Revenues. The Excess Tax Increment Revenues shall be made available to the
Developer for reimbursement of the initial payment made to the City for land acquisition ($135,471). Payment of
these Excess Tax Increment RevenuGS shall be net of any penalties or 10$s of local govemment aid incurred by
the C;ty in r.lation to the colladien of the proceeds. The maximum amount remitted to the Developer is limited
to the initial land acquisition cost and a 9% interest factor. If the Developer expands the Project beyond the initial
required square footage (17,800 SF) prior to December 31, 2000, the City and Developer will mutually agree to an
amol1ization schedule regarding the payment of Excess Tax Increment Revenues.
9
90'd
SVGvl.1717G"t9"t
Dol
'~NI 3~N~~a~ wo~~ 9't:G't 966't-~'t-~~W
ARTICLE IV
EVENTS OF DeFAULT
Section 4.1, Events of Default Defined. The follovM9 shall be -Events of Default" under this Agreement and
the term "Event of Oefault" sh~1I mean whenever II is used in this Agreement anyone or more of the following
events:
(1) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the
Development Propenyl
(2) Failure by the Developer to cause the installation of the ProjeGt to be completed pursuant to the terms,
conditions and limitations of this Agreement.
(3) The holder of any mortgage on the Development Property or any improvements thereon, or any portion
thereof, commences foreclosure proceedings as a result of any default under the applicable mortgage dacuments.
(4) Failure by the Developer to substantially observe or perform any other covenant. condition, obligation or
agreement on its part to be observed or performed under this Agreement.
(5) If the Developer shall
(A) file any petiticn in bankruptcy or for any reorganiZation. arrangement. composition, readjustment.
liquidation, dissolution, or similar relief under the United States Bankruptcy Act of 1978, as arnended or under
any similar federal or state law; or
(B) make an assignment far the benefit of its creditors; or
(C) admit in writing its 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 adjucation 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 ninety (90) days after the filing thereof; or a receiver, trustee 01' liquidator of the Developer. or
01 the Project. or part thereof, shall be appointed in any procHding brought against the Developer, and shall
not be discharged Within ninety (90) days after such appointment. or if the Developer. shall consent to or
acquiesce in such appointment.
Section 4.2. Aomedios on Default. Whenever any Event of Default referred to in Section 4.1 occurs and is
continuing, the City. as specified below, may rake anyone or more of the following actions after the giving of thirty
(30) days. written notice to the Developer. but only if the Event of Default has not been cured within said thirty (30)
days. The City shall not be required to elect in the notice required herein the remedy it will pursue.
(1) The City may suspend its performance under this Agreement until it receives assurances frorn the
Developer, deemed adequate by the City, that the Developer will cure its default and continue its performance
under this Agreement.
(2) The Ciry may cancel and terminate this Agreement. except that no cancellation may be effective at any
time that the Developer is proceeding in good faith to cure the defect and/or reasonable assurances to the City
as required in (1) abo\le. or if there exists a good faith dispute with the City, mortgagee or creditor as to an event
01 default as defined above, and the Developer posts an irrevocable letter of credit in a form satisfactory to the City
Aftomey in an amount reasonably adequate to cure the alleged default.
'0
~0'd
S17C:17L.1717c't9't
01
'~NI 3~N~~a~ wo~~ L.'t:c:'t 966't-~'t-~~W
1[
In the event that sUbsequent to conveyilnee of the Development Property to the Developer by the City and
prior to rec:eipt by the Ceveloper of the Certificate of Completion for the entire Project, and subject to the terms
of any First Mortgage, if an Event of Default as defined under this Agreement is not cured within thirty (~) clays
after written notice to do so, then the City shall have the right to re--enter and take possession of the Acquired
Property and any portion of the Project thereon and to terminate (and revest in the City pursuant to the provisions
of this Sedion subject only to any superior rights in any holder of a Ml'$t Mortgage acquiesced in by the City
pursuant to this Agreement) the estate conveyed by the acquired Property Deed to the Developerl it being the
intent of this provision, together with other pravieiQns of this Agreement, that the conveyanQt '01 the acquired
Property to the Developer shall be made upon the condition that, in the event of a.ny default under this Section on
the part of the Developer and failure on the part of the Developer to cure such defautt within the period and in the
manner stated in such subdivision, the City may dec:;lare a termination In favor of the City of the title and of all the
Developer's rights and interests in and to the Acquired Property conveyed to the Developer, and that slIch title and
all rights and interests of the City, and any assigns or successors in interest of the Developef,and any assigns or
successors in intereat to and in the Acquired Propeny, shall revert to the City, but only if the events stated in this
Agreement have not been cured within the time period provided above: or. (1) if the events cannot be cured within
such time periods, or (2) the Developer does not provide assurance to the City. reasonably satisfactory to the City.
that the events will be cured as soon as reasonably possible.
(3) The City may take any action. including legal or adminiGtrative action, which may appear necessary or
desirable to enforce performance and observance of any obligation, agreement, or cavenant of the Developer
under this Agreement.
Section 4.3. No Remedv Exclusive. No remedy herein con1erred 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 cumUlati'le
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.
Section 4.4. Nq ImDlied Waiver. In the event any agreement contained in this Agreement should be brGach8d
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.
Seetion 4.5. Aareement to Pav Attorney's Fees and ExDenses.
(1) Whenever any Event of Default occurs and the City shall employ attorneys or incur ather 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 De\leloper herein contained, the Developer agrees that it shall. on
demand therefor, pay to the City the reasonable fees 01 such attorneys and such other expe"ses so incurred by
the City-
Seelion 4.6. Indemnification of City.
(1) The Developer. its successors and assigns. its agents, employeos and/or contractors of the Project
releases from and covenants 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 III ndemnifiecl Parties-) shall not be liable for and agrees to indemnify and hold
harmless the Indemnified Parties against any los$ or damage to properly or any injury to or death of any person
occurring at or about or arising out 01 the design, construction, main~enance, or use by Developer. its successors,
assigns, his agents, employees. or contractors of the Project. provided that the foregoing indemnification shall not
be effec:tive for any actions of the Indemnified Parties that are not contemplat$d by this Agreement.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of the Indemnified Parties.
the Developer agrees to protect and defend the Indemnified Parties, now and forever. and further agrees to hofd
the aforesaid harmless from any claim, demand, suit, ac:tion or other proceeding whatsoever by any person or
entity whatsoever arising or purportedly arising from the ac:tions or inactions 01 the Developer (or if other persons
acting on its beh4lf or under its direction or c:ontrol) under this Agreement, or the transactions contemplated hereby
or the acquis~ion, construction, installation. ownership, and operation of the Project; provided, that this
11
80'd
Sv2:17~v17c't9't
01
'JNI 3JN~~a~ wo~~ 8't:2:'t 966't-~'t-~~W
indemnification shall not apply to the ordinary negligence of the City to the extent that the Deve~oper is not insured
for the event at issue (but provided further that the City's liability in sueh event shall not exceed the limitations
under Minnesota Statute Chapter 486) nor to the warranties made or obligations undertaken by the City in this
Agreement or to any actions undertaken by the City which are hat contemplateet by this Agreement and shall, in
any event and without regard to any fault on the part of the City, apply to any peeuniary 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 Prime Rate)
as a result of the Project causing the Tax Increment Oistrid to nor qualify or cease to qualify as a -economic
development' undQl' Section 469.174. Subdivision 12.
(5) All covenants, stipulations, prom.ises. agreements and obligations of the City contained horoin shall be
deemed to be the covenants, stipuladons, promises. agreements and obligations of the City and not of any
goveming body member, otrIcer, agem, SeMlnt or employee of the City, as the case may be.
12
60'd
St?G17~vt?c't9't
O.L
'JNI 3~N~~~ WO~ 6't:c't 966't-~'t-~~W
0't'd l~101
ARTICLE V
INSURANCE
Section 5.1. Insurance. The Developerwill prcwlde and maintain or cause to be maintained at all timos during
the process of constructing the Project (and. from time to time at the request of the City. fUrnish the City with proof
of payment of premiums on):
(1) 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 Project at the date of completion. and with
coverage available in non reporting farm on the so-called Wall risk' form of the policy; the interest of the City shall
be protected in accordance with a clause in form and content satisfactory to the City;
(2) Comprehensive general liability insurance (including operations, c::ontingent liability. oporations of
subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractors
Polic::y with limits against bodily injury and property damage of not less that $1,000,000 for Oilc:h occurrence (to
accomplish the above-required limits, an umbrella excess liability policy may be used); and
(3) Worker.s compensation insuranc::e, with statutory coverage for all persons engaged in the construction
of the Project.
13
0't'd
SUGul.uUG't9't
0.1
'JNI 3JN~~a~ WO~ 6't:G't 966't-~'t-~~W
'1r
'M~R-13-1996 12:24 FROM ~DV~NCE INC.
TO
16124474245
P.02
ARTICLE VI
ADDITIONAL PROVISIONS
Section 8.1. Restrictions on Use. The Developer agreea for ftself that It shall devote the Development
Property to, and in accordance with. the uses specified in this Agreement. The Developer shall not .ssign, transfer
or convoy tho Agreement without the prior written consent of the City except Developer may lease the Development
Property to Award Printing, Inc. and other tenants which shall operate in confarrnance with all applicable City
ordinancet.
Section 6.2. Conftic:ts of Interest. N~ member of the governing body or other amcial of the City shall
participate In any decision relating to the Agreement which a1fects his or her pcnonal interests or the interests of
.ny corporaticn. partnership or association in which he or she is directly or indirectly interested. No member,
official or employee of the City shall be personalty liable to the CRy in the event of any default or breach by the
Developer or successor or on any obligations under the terms of this Agreement.
Section 8.3. Titles of Articles end Sections. Any ttdes of the several parts, articles and sections of the
Agreement are inserted for convenience of reforenee 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 notiee.
demand or other communieation 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. retum receipt requested, or delivered
personally, and
(1) in the case of the Developer Is addressed to or delivered personally to:
Stan Anderson
2500 W. Co. Rd. 42.
Bumsville, MN 55337
(2) in the case of the City is addressed to or delivered personally to the City at:
City 01 Prior lake
16200 Eagle Creek Ave. S.E.
Prior lake, Minnesota 55372
or at such other address with respect to any such party as that party may. from time to time. designate in writing
and folWBrd to the other. as provided in this Section.
Section 8.5. Countemarts. This AgreemQnt may be executed in any number of counterparts, each of which
shall constitute one and the same instrument.
Section 6.B. Law Governina. This Agreement will be governed and construed in accordance with the laws
of the State of Minnesota.
Section 8.7. Severability . To the e)Ctent any portion of this Agreement is held unenforceable by a court of
competent jurisdiction, the remaining provisions of this Agreement shall remain eftec:tive; as if, the unenforceable
provision had never been included herein.
Section 6.8. PromDt Payment of Subcontractors. The Developer and/or Contractor hired by the Developer
shan insert the following language in any contract relating to the Project: The Contractor shall pay any
subcontractor within ten (10) days of the Contrador's receipt of payment by the Cfty for undisputed services
provided by the subcontractor. If the Contractor fails within that time to pay the subcontnlctor any undisputed
amount for Which the Contractor has received payment by the City, the Contractor shall pay Interest to the
subcontractor on the unpaid amount at the rate of' '../2 percent per month or any part of a month. The minimum
monthly interest penalty payment for an ",npaid balance of $100 or more is $10. For an unpaid balance of less
14
11
'MRR-13-1996 12:24 FROM RDVRNCE INC.
TO
16124474245
P.03
that S1oo. the Contractor shall pay the actual intenast penalty due to the subcontractor. A subcontractor who
prevails in a ciVil .ction to collect Interest penalties from the Contractor shall be awarded its costs and
disbursements, including att~mey's fees, incurred in bringing the action.
15
1:
'MAR-13-1996 12:25 FROM ADVANCE INC.
TO
16124474245
P.12l4
ARTICLE VII
DEVELOPER'S OPTION TO TERMINATE AGREEMENT
Section 7.1. The DeveloDer's Oction to Terminate. This Agreement may be terminated by Developer, if (ij
the Developer is in compliance With all material terms of this Agreoment and no e"ent of Default has occun'ed; and
(iij the City fails to comply With any material term of this Agreement, and, after written notice by the Developer of
such failure, the City hag failed to cure such noncompliance within ninety (go) days of receipt of such notice, or,
If such noncamplian&>> cannot reasonably be cured by the City within ninety (90) daye, of receipt of such notice,
the City has not provided assurances. r_sonably satisfactory to the Developer, that such noncompliance will be
cured as soon as raasonably possible.
Section 7.2. Action to Terminate. Termination of this Agreement pursuant to Section 7.1 must be ac-
complished by written notification by the Developer to the City within thirty (SO) days after the date when such
option to terminate may first b. QXeresect. A failure by the Developer to terminate this Agreement within such
period constitutes a waiver by tho Developer of its rights to terminate this Agreement due to such occurrence or
event.
Section 7.3. Effect of Tormination. If this Agreement is terminated pursuant to this Article VII, this Agreement
shall be from such date forward 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 broach or default of the terms of this Agreement by the other party. or to reco"er amounts which had
accrued and become due and payable as of the date of such tennination. Upon termination of this Agreement
pursuant to this ArtiQle VII, 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 if the City financed improvements on behalf
of the D8V8Ioper, the Developer is obligated for reimbursement of the expenses as set forth in Section 3.5.
Section 7.4. Limitation of DamaQes. By March 31, 1996, if the Developer in his sole discretion is unable to
secure adequate financing, acceptable constNction bids, satisfactory appraisal report, satisfactory Phase I
environmental assessment or the parties to this Agreement are unable to reach mutual agreement on construction
and related torms and conditions as set forth within the City's design standards and covenants for the Waterfront
Passage Business Park, then the Developer shall have the option to terminate this Agreement by sending the City
written notice on or before April 15, 1996. Upon termination,in accordance with this Section. the Developer agrees
to execute and deliver to the City such documentation as the City shan deem necessary to effectiVely cancel this
Agreement.
18
l!
tMAR-13-1996 12:25 FROM ADVANCE INC.
TO
16124474245
P.05
IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and on 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.
DEVELOPER
THE CllY OF PRIOR LAKE
Stan Anderson
By
Ita
By
Its
Drafted by:
Advance Resources for Development. Inc.
P. O. Box 3027, Mankata, MN 56002-3027
This is a signature page to the OevQlopmont Ag....ment dated as of
between the City of Prior Lake and Stan Anderson.
, 1888, by and
17
'MAR-13-1996 12:25 FROM ADVANCE INC.
TO
16124474245
P.06
STATE OF MINNESOTA )
,): ss
COUNTY OF SCOTT )
The foregoing instrUment was acknowledged before me this _ day of , 1998,
by Lydia Andren and Frank Boyles the Mayor and the City Manager, respec:tively. of the City of Prior lake,
Minnnota, a muniCipal corporation.
Notary Public
STATE OF MINNESOTA )
): ~
COUNTY OF SCOTT )
The foregoing instrument was acknowledged before me this _ day of
by Stan Anderson.
, 1996,
Notary Public
18
TOTAL P.06
T
'MAR-13-1996 12:31 FROM ADVANCE INC.
TO
16124474245
P.02
exHIBIT A
Legal Description of Development District No. 2
All of the Southeast Quarter of Section 1, Township 114, Range 22, Scott County, Minnesota.
And that part of the East 1/4 of the Southwest Quarter, Sttetion 1, Township 114, Range 22. Scott
County, Minnesota, lying northcarly at the nonherly right-of-way of Eagle Creek Avenue (County Road
21). The west Ii"e of said east J/4 shall be parallel with the east line 01 said Southwest Quarter.
Waterfront Passage Addition, Cottonwood Condominium CIC No. 1026 and that pan CJfthe Southwest
Quarter, Section 1, Township 114, Range 22, Scott County, Minnesota, lying southerty of the Northerly
right-of-way of Eagle CrHk Avenue (County Road 21) and southeasterly of the southeasterly right-of-
way line at Franklin Trail (County Road 39) except for that part of BORGERDING SECOND ADDITION,
according to the recorded plat thereof, lying within said Southwest Quarter.
AND
Block 1, Lot 3 and Outlot A, Langhorst Fir$t Addition; Block 1, Lot 1, Cates Addition; the southerly on.
half of Lat 2, Block 14, Prior Lake; and, Section 10, Township 114. Range 22,3.82 aCres in Government
Lot 5 lying north and west of Highway 13.
A-1
11"
tMRR-13-1996 12:32 FROM RDURNCE INC.
TO
16124474245
P.03
EXHIBIT B
Economic D~opmont District No. 2-7
and
Legal Detcriptfon of Development Property
.
That part of lot 1, Block 1, WATERFRONT PASSAGE ADDITION. Scott County, Minnesota described 8S
follows:
Commencing at the northeasterfy COtner of said Lot 1, Block 1; thence North e2 degrees S2 minLltes 03
seconds West (recorc:t bearing) along the northeastorly line of $aid Lot 1, Block 1, a distance of 309.07 feet to the
point of beginning of the land to b. dHcribed; thence continuing North 82 degrees S2 minutes 03 seconds West
a distance of 389.7S feet; thence South 31 degrees 3S minutes SO seconds West a distance of 294.99 feet to the
southwesterly line of said Lot 1, Block 1; thet1ce South 54 degrees 14 minutes 04 seconds East alon9 said
southwesterty line a distance of 402.15 feet: thence North 53 degrees 4S minutes 58 seconds East a distance of
155.00 feet; thence North 59 degrees 45 rnin,utes 56 seconds East a distance of 78.00 feet; thence North 29
degrees 45 minutes 58 seconds East a distance of 84.00 feet; th8l1ce northW8sterly a distance of 98.8 feet more
or less to the point of beginning.
Containing 3.11 acree.
~1
T
'MAR-13-1996 12:32 FROM ADVANCE INC.
TO
16124474245
P.04
EXHIBIT C
ASSESSMENT AGREEMENT
THIS AGREeMENT, dated as df this _ day of ,1996, by and among the City of Prior Lake
(the .Cltyll), Stan Anderson, f'Developer"}. and the Assessor for Scott County (the -Assesso"'):
WITNESSETH
WHEREAS, on or before the date hereof the City and Developer have entered into a Development Agreement
dated as of , 1996 (the IIAgroernenr'), regarding ~rtain real property located in the City (the
.Oevelopment Property"') which property Is legally described on Exhibit A attached hereto and hereby made a
part hereof;
WHEREAS, It is contemplated tt1at pursuant to Mid Agreement, the Developer will undertake the developmetlt
of a 17.600 sq. ft. production/Warehouse facility and related improvements (the ttprojec:r') on the De~elopment
Property;
Whereas, the City and Developer desire to establi$h a minimum market value for the portion of the Develop.
ment Property and thQ improvements constructed or to be constructed thereon, pursuant to Minnosota
Statutes, Section 469.177. Subdivision 8;
WHEREAS, the Doveloper has acquired the Development Property; and
Whereas, the City and the Assessor have reviewed plans and specifications for the Project:
NOW, THEREFORE, the parties to this Agreement. in consideration of the premises, covenants and agree-
ments made by each to the other, do hereby agree as fallows:
1.As of January 2, 1997 and thereafter until December 31, 2006, the minimum market value which shall be
assossed for the Project shall be not lass than $440.000.
2. The minimum market \lalue herein established shall be of no further force and effect and this Agreeme"t shall
terminate on December 31, 2006.
3.This Agreement shall be promptly recorded by the Developer along With a copy of Minnesota Statutes,
Section 489.1n, Subdivision 8. attachCtd as exhibit B and hereby made a part horeof, with the County
Recorded of Scott County, Minnesota. The Developer shall pay all costs of recording.
4.The assessor represents that he has reviewed the plans and specification. for the improvements and the
market value previously assigned to the land upon which the improvoments are to be constNcted, and that the
IIminimum market value" as set fonh above is reasonable.
S.Neither the preamble nor provisions of this Agreement are intended to modify, or shall they be construed as
modifying, the terms of the Agreement between the City and the Developer.
6.This Agreement shall Inure to the benefit of and b. binding upon the successors and assigns of the parties.
C..1
I MAR-13-1996 12: 32 FROM ADVANCE INC.
TO
16124474245
P.ta5
IN WITNESS WHEREOF, the City, the Developer and the Asses~or have caused this Agreement to be executed
in their names and on their behalf all as of the date set forth above.
THE CITY OF PRIOR LAKE, MINNESOTA
(SEAL) BY:
Lydia Andren, Mayor
BY:
Frank Boyles, City Manager
Signatunt page for AssessMent Agrwemont by and aft'long the Ciry of Prior Lake, Minnesota, Stan Anderson
and the Assessor for Scott County.
C-2
..,
.MAR-13-1996 12:33 FROM ADVANCE INC.
TO
16124474245
P.06
DEVELOPER
BY
Stan Anderson
Signature page for Assessment Agreement.by and among the City of Prior Lake, Minnesota, Stan Anderson
and the Assessor for Scott County.
C-3
...
MAR-13-1996 12:33 FROM ADVANCE INC.
TO
16124474245
P.07
CONSENT TO ASSESSMENT AGREEMENT
The Prior Lake State Bank (the -Bank") of Prior Lake, Minnesota, does hereby consent to all terms, conditions
and provisions of the Assessment Agreement attached to the Development Agreernent as Exhibit C, and
agrees that, in the event it purchases the De\felopment Property at a forecl08ure sale or acquires the
Development Property through a deed in lieu of forecloaure or otherwise in satisfaction of the Indebtedness
owed by the DoveIoper, it and its respective successors .nd assigns, shall be bound by all terms and
conditions of the Assessment Agreement, iocluding but not limited to the provision which requires that the
minimum market value of the De\felopment Property shall be not less than $440,000 as of January 2, 1997 and
thereafter.
IN WITNESS WHEREOF, we haw caused this ConSetlt to Assessment Agreement to be executed in its name
and on ita behalf as of this day of , 1998.
BY:
Bob Barsness
ITS: President
STATE OF MINNESOTA )
) SSe
COUNTY OF SCOTT )
This instrument was acknowledged before me this day of , 1986, by Bob Barsness,
the President of Prior lake State Bank, a Corporation, On behalf 01 the Corporation.
Notary Public
C-4
""
MRR-13-1996 12:33 FROM ADVANCE INC.
TO
16124474245
P.08
CERTIFICATION BY COUN1Y ASSESSOR
The undersigned, having reviewed the plans and spectlleations for the improvements to be constructed and the
market value assigned to the land upon WhiCh the improvements are to be constructed, and being of the
opinion that the minimum mark. value contained in the forgoing Agreemeht appears l'8a$onable, hereby
certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above
described property, hereby certifies that the market value assigned to such land ~nd improvements upon
compl&tion of the improvements to ba const.....cted thereon shall not be less than $440,000 as of January 2,
1997 and thereafter.
County Assessor for Scott County
STATE OF MINNESOTA )
) SS.
COUNlY OF SCOTT )
This instrument was acknowledged before me this
Arnoldi, the County Assessor of Scott County.
day of
,19M, by Leroy T.
Notary Public
Signature paS. for Assessment Agreement by and among the City of Prior Lake, Minnosota, Stan Anderson
and the Assessor for Scott County.
c-s
~
MAR-13-1996 12:33 FROM ADVANCE INC.
TO
16124474245
P.09
STATE OF MINNESOTA )
) SSe
COUNTY OF SCOTT )
This instrument was acknowlGdged before me this
Anderson.
day of
, 18SHS, by Stan
Notary Public
STATE OF MINNESOTA )
) SSe
COUNTY OF SCOTT )
This instNment was acknowledged befare me this day of ,1996, by Lydia Andren.
the Mayor and Frank Boyles, the City Manager 01 the City of Prior Lake, Minnesota.
Notary Public
c-e
'MAR-13-1996 12:34 FROM ADVANCE INC.
TO
16124474245
P.10
EXHIBIT A TO ASSESSMENT AGREEMENT
Legal Description
That part at lot 1, Block 1, WATERFRONT PASSAGE ADDITION, Scott County. Minnesota described as
follows:
Commencing at tho north_sterty comer of said Lot 1, Block 1; thence North 82 degrees S2 minutes 03
seconds West (record bearing) along the northeasterly line of said Lot 1, Block 1. a distance of 309.07 feet to
the point of beginning of the land to be described: thence continuing North 82 degrees S2 minutes 03 seconds
West a distanca of 368.75 feet; thence SO'!th 31 degrees 3S minutes 50 seconds West a distance of 294.SKI
feet to the southwesterly line of said Lot 1, Block 1: thence South 54 degrees 14 minutes 04 seconds East
along said southwesterty line a distance of 402.15 f8et; thence North 33 degrees 45 minutes 58 seconds East a
distance of 155.00 feet; thenc:e North 59 degrees E minutes 58 seconds East a distance of 76.00 feet: thence
North 29 degrees 46 minutes 58 seconds East a distance of 84.00 feet; thence northwnterly a distance of 98.8
feet more or I... to the point of beginning.
Containing 3.11 acres.
C..7
· MAR-13-1996 12:34 FROM ADVANCE INC.
TO
16124474245
P.ll
EXHIBIT D
ACQUIRED PROPERTY DEED
THIS INDENTURE between the City of Prior Lake, a municipal corporation, organiZed pursuant to the Laws of
Minnesota (the -Granto", and Stan Anderson, an individual and Devefoper, (the -Grantee':
WITNESSETH, that Grantor in consideration of the sLIm of one hundred thirty-five thousand four hundred seventy-
one dollars, ($135,471) to be paid upon closing, and other good and valuable consideration, the receipt Wheregf is
hQroby acknowtedged, does hereby gr.&'1t, bargain, conveys and warrants to the Grantee, its succes~ors and
assigns forever, all the tract or parcel of land lying and being in the County of Scott and State of Minnesota
described on Attachl'nent A attached hereto (such tract or parcel of land is hereinafter referred to as the .Property,:
To have and to hold the same, together with the hereditaments and appurtenances thereunto belonging or in
anywise appertaining, to the said Grantee, its successors and assi;ns, forever, provided as follows:
1. It is understood and agreed that this Deed is subject to the covenants, condltion~. restrictions and
provisions of an agreement entered into between the Grantor and Grantee on the _ day of ,1998,
entitled -Development Agreemenr (hereafter referred to as the -AgrMrnent"), and that the Grantee shen nol
voluntarily convey this property, or any part thereof, without the consent of the Grantor until a certificate of
completion releasing the Grantee from certain obligations of said Agreement as to this Property or such pan thereof
then to be conveyed, has been placed of record. This provision shall in no way prevent the GrantQQ from making
transfers permitted by the Agreement or mortgaging this Property in order to obtain funds for the purchase of
Property hereby conveyed and for erecting improvements thereon in conformity With the Agreement, any applicable
redevelopment plen and applicable provisions of the zoning ordinances of the City of Prior Lake, Minnesota.
Promptly after completion of the improvements in accordance with the provisions of the Agreement, the
Grantor will fumish the Grantee with a Certificate of Completion in the form attached to this Deed as EXhibit E.
Such cenification by the Grantor Shall be (and the certification itself shall sa state) a conclusive determination of
satisfaction and termination of the agreements and covenants of the Agreement and of this Deed with respect to the
obligation of the Grantee, and his successors and assigns, other than those provisions of the Development
Agreement relating to assessment of the Property. All remaining obligations of the Grantee, pursuant to the
Agreement and this Deed shall be personal only.
All certifications provided fer herein shall be in such form as will enable them to be recorded with the County
Recorder of Scott County~ Minnesota. If the Grantor shall refuso or fail to provide any such certification in
accordance with the provisions of the Agreement and this Ooed, the Grantor shall, within ten (10) days after written
request by the Grantee, provide the Grantee With a written statement Indicating in adequate detail in What respects
the Grantee has failed to complete the improvements in accordance 'With the pro\fisions of the Agreement or is
otherwise in default, and what measures or acts win be necessary, in the opinion of the Grantor, for the Grantee to
take or perform in order to obtain such cenification.
2. In the Qvent that an Event of Ocrfault occurs under Section 4.1 of the Agreement and the Grantee herein
shall fail to cure sueh default within the period and in the manner stated in Section 4.2 of the Agreement, then the
Grantor shall have the right to re-enter and take possession of the Prop.rty and to terminate and revest in the
Grantor the _tate conveyed by this Deed to the Grantee, its assigns or successors in interest, in accordance with
the terms of the AgreQment.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its behalf by its Mayor and
City Manager and has caus~ its corporate seal to b. hereunto affixed this _ day of . 1996.
(Seal)
Lydia Andren, Mayor
Frank Boyles, City Manager
0-1
T
· -MAR-13-1996 12:35 FROM ADVANCE INC.
TO
16124474245
P.12
STATE OF MINNESOTA )
) SSe
COUNTY OF SeOlT )
On this day of , 1986, befare me personally appeared Lydia Andren. the Mayor
and Frank Boyl_, to rno personally kncwm who by me duly sworn did say that they are the Mayor and City
Manager for the City of Prior Lake, Minnesota (the Grantor). named in the foregoing instrument: that the seal amxed
to aid instrument is the seal of said Gra.,tor; that said instrument was signed and sealed on behalf of said Grantor
pursuant to . resolution of its City Council; and said Lydia Andren and Frank Boyles acknowledges said instNment
to be the free act and dtted of said.
Notary Public
Notary Public
0.2
.MAR-13-1996 12:35 FROM ADVANCE INC.
TO
16124474245
P.13
EXHIBIT E TO ACQU1RED PROPERTY OEeD (EXHIBIT D)
ceRTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE
WHEREAS, the City of Prior Lake, Minnes* (the .Grantor"), a municipal corporation organized and operating
pursuant to laws of the State of Minnesota, by a Deed recorded in the Office of the County Recorder or the
Registrar 01 Titles in and for the County of Scott and State of Minnesota, as Deed Document Number _, has
conveyed to Stan Anderson, (the -Grant..', In the Stat. of Minnesota, the fallCJWing legally described property, to
wit:
That part of Lot 1, Block 1, WATERFRONT PASSAGE ADDITION, Scott County, Minnesota described as
follows:
Commencing at the northeasterly oomer of said Lot 1, Block 1; thence North 82 degrees 52 minutes 03
soc:onda West (record bearing) along the northeastetrly line of said Lot 1, Block 1, a distance of 309.07 feet to the
point of beginning of the land to be described; thence continuing North 82 degrees 52 minutes 03 seconds West a
dietance of 369.75 feet; thence South 31 degrees 35 minutes 50 sec:onds West a distance of 294.99 feet to the
southwestetty Ii"e of said Lot 1, Block 1; thence South 54 degr.. 14 minutes 04 seconds East along said
southwesterly line a distance of 402.15 feet; thence North 33 degrees 45 minutes 56 seconds East a distance of
155.00 feet: thence North 59 degrees 45 minutes 58 seconds East a distance df 78.00 feet; thence North 29
degrees 45 minutes 58 seconds East a distance of 84.00 feet: thence northW9!;terly a distance of 98.8 feet mona or
les$ to the point of beginning.
Containing 3.11 acres.
and
WHEREAS, said Deed incorporated and contained certain covenants and rostrictions, the breach of which by
the Grantee, its successors and assigns, would result in a for1eitura and right of ~entry by the Grantor, its
successors and assigns, said covenants and restrictions being set forth in said Doed and in a Development
Agreement executed by and between the Grantor and the Grantee and dated , 1996 (The
.Oevelopment Agreemen~): and
WHEREAS, the Grantee has to the present date perfonned ~id covenants and conditions insofar as It is able
in a manner deemed sufficient by the Grantor to permit the eX9Cution and recording of this certification:
NOW, THEREFORE, this is to certify that all building construction and other physical improvements specmed to
be done and made by the Grantee have been complcded and the aba.le covenants and conditions in said Deed and
Development Agraement have been performed by the Grantee therein and that the provisions for forfeiture of title
and right to reentry for breach of condition subsoquent by the Grantor, contained therein, are hereby released
absolutely and forever insofar as they apply to the land described herein, and the County Recorder the Registrar of
Titles in and for the COU"ty C)f Scott and State of Minnesota is hereby authorized to accept for recording and to
record the filing of this instrument, to bca a conclusive determination of the satisfactory termination of the coyenams
and conditions of said Deed and the Development Agreement which would result in a forfeiture by the Grantee, Its
successors and assigns, the right of tho Grantor, its successors and assigns, to re-enter and take possession of the
property as set fOrth In said Deed and the Development Agreement. and that said Deed and the Development
Agreement shall otherwise remain in ft.J1I force and effect.
IN WITNESS WHEREOF, the City has ca~sed this Ag....ment to b9 duly executed in its name and on Its behalf
and it~ 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.
STAN ANDERSON, DEVELOPER
THE CITY OF PRIOR LAKE
BY
ITS
E-1
T
.;/ *'
MRR-13-1996 12:36 FROM RDVRNCE INC.
TO
EXHIBIT F
LEASE AGREEMENT WITH AWARD PRINTING, INC.
F-1
16124474245
P.14
TOTRL P. 14