EDA 11/12/02OFFICIAL
FILE
COPY
CITY OF NEW HOPE
EDA MEETING
City Hall, 4401 Xylon Avenue North
Tuesday, November 12, 2002
President W. Peter Enck
Commissioner Sharon Cassen
Commissioner Don Collier
Commissioner Mary Gwin-Lenth
Commissioner Pat LaVine Norby
2.
3.
4.
Call to Order
Roll Call
Approval of Regular Meeting Minutes of October 28, 2002
Resolution Authorizing the Acquisition of Certain Property within the City of New Hope
for the Purpose of Redevelopment (Improvement Project No. 728)
Resolution Authorizing Execution and Delivery of a Contract for Private Redevelopment,
by and Between the New Hope Economic Development Authority and New Hope, LLC
(Improvement Project No. 728)
Adjournment
CITY OF NEW HOPE
4401 XYLON AVENUE NORTH
NEW HOPE, MINNESOTA 55428
Approved EDA Minutes
Regular Meeting
October 28, 2002
City Hall
CALL TO ORDER
ROLL CALL
APPROVE MINUTES
IMP. PROJECT 728
Item 4
President Enck called the meeting of the Economic Development Authority to order
at 7:40 p.m.
Present:
W. Peter Enck, President
Sharon Cassen, Commissioner
Don Collier, Commissioner
Mary Gwin-Lenth, Commissioner
Absent: Pat LaVine Norby, Commissioner
Motion was made by Commissioner Collier, seconded by Commissioner Gwin-
Lenth, to approve the Regular Meeting Minutes of September 23, 2002. Voting
in favor: Enck, Cassen, Collier, Gwin-Lenth; Voting Against: None; Absent:
Norby; Abstained: None. Motion carded.
President Enck introduced for discussion Item 4, Update on Navarre Project and
Discuss Revised Terms of Agreement (Improvement Project No. 728).
Mr. Kirk McDonald, Director of Community Development, reported that at the
September 9 Council and EDA Meetings, several agreements regarding the Navarre
expansion and Ahrens Tracking relocation pr~oJthects were approved. The initial plan
was to relocate Ahrens~T.l:~king to 9200 49 Avenue North and allow Navarre
Corporation to acquire 5~10.~t~ Avenue, the property vacated by Ahrens Tracking,
for expansion. Since that time bids came in very high on the Ahrens Tracking
project. This was reported to the Council at a recent work session at which time the
general direction to staff was to work with the financial consultant to continue to
coordinate with Navarre Corporation to determine if it is possible for that portion of
the project to proceed, and hopefully to fred a way to still relocate Ahrens Tracking
somewhere else in the City.
He noted the city's policy and past practice has been to provide financial assistance
in a variety of ways to companies for major expansions to promote economic
development and retain businesses in the city and for job creation and expansion.
Navarre Corporation's expansion project is expected to generate 100 new jobs.
Mr. McDonald acknowledged the presence of Jim Casserly from Krass Monroe who
will review the revised terms of agreement with Navarre Corporation. He
commented that tonight's presentation is for general discussion. Staff would like
further direction by the EDA but is not seeking any decisions at tonight's meeting.
Mr. McDonald stated based upon the direction given by the EDA, staff anticipates
coming back to the EDA in a few weeks with resolutions to proceed with necessary
documents.
Mr. Jim Casserly, Krass Monroe, was recognized. He reported that under the
revised approach, the city property previously authorized to be conveyed to Navarre
Corporation will no._It be conveyed to Navarre. He stated under the revised terms,
Navarre will not be constructing a new truck facility. He reiterated that the bid for
New Hope EDA
Page 1
October 28, 2002
construction of a new mackmg facility for Ahrens Trucking was substantially more
than could be afforded. The goal is to continue to try to acquire the Ahrens Trucking
property and Navarre has continued to communicate with Ahrens. In the event that
the property cannot be acquired it will be necessary to re-address the EDA to seek
direction on how to proceed.
Mr. Casserly explained that if the EDA concludes that they should acquire the
Ahrens Trucking property through the use of a public action through eminent
domain then Navarre Corporation would be required to advance any funds
necessary to bring that proceeding. The assistance that the EDA would be providing
would be traditional assistance: site assembly, land costs, and utility relocation. The
assistance would not be upfront but would be in the form of a reimbursement. The
EDA would authorize the issuance of a tax increment revenue note to the
redeveloper who would have to demonstrate that they incurred and advanced those
costs. Then they would be reimbursed from the new improvements over a period of
time. If a $450,000 revenue note is provided, it is estimated that the redeveloper
would receive 90% of the increment through the first half tax payments of year
2011.
Mr. Robert Glasgow, representative of Navarre Corporation, was recognized. He
stated Navarre Corporation would like to proceed with the development in New
Hope, and have negotiated in good faith with the city on the present proposal. Mr.
Glasgow commented that they have tried diligently to negotiate with Ahrens;
however, unfortunately both time and costs have been disadvantages.
Mr. Brett Ahrens, co-owner of Ahrens Tracking, was recognized. He provided a
brief history of the company. He expressed their desire to stay in their present
location since Navarre Corporation is no longer willing to construct a new facility
for the tracking business.
President Enck acknowledged his recent visit with Brett's father who indicated he
would be researching alternate sites.
Mr. Brett Ahrens pointed out the difficulty of finding a site with their present
amenities: outside trailer parking, indoor access for trucks, a dock, and floor drains.
Commissioner Cassen asked Mr. Casserly to report on the city's cost differences
between the original and the revised proposal.
Mr. Casserly stated the new proposal is a clearer transaction in that it involves
property acquisition (hopefully on a voluntary basis), the redeveloper makes the
improvements, and upon completion the city delivers a revenue note and pledges
the increment.
He pointed out that the EDA retains the 9200 49~ Avenue property that has a value,
but it could also be viewed as a negative since it will remain vacant with no tax
advantages.
Commissioner Gwin-Lenth expressed disappointment that the original proposal did
not work. She inquired whether Ab. rem Trucking would benefit by closer proximity
to a major highway.
Mr. Ahrens explained the trucking operations of their five trucks. He noted that
New Hope is centrally located within the 7-county metro area. Mr. Ahrens
acknowledged the 9200 49th Avenue North would have been a good site. He
emphasized that Ahrens Tracking has substantially less truck traffic than Navarre
Corporation.
New Hope EDA
Page 2
October 28, 2002
ADJOURNMENT
It was noted that Commissioner Collier is refraining from participating in the
discussion, as he is a member of an investment club that owns Navarre stock.
President Enck summarized the EDA's two options: participate in the expansion of
Navarre that would necessitate some involvement for the removal of Ahrens
Tracking from their present location. The other option is to do nothing, which
prohibits the Navarre Corporation expansion and requires Navarre to relocate.
President Enck expressed sympathy to Ahrens Trucking, but acknowledged that
City Councils and EDAs must look at the long-term best interests for the City. He
recommended that staff be encouraged to work with the various representatives to
proceed with the acquisition of the Ahrens Trucking property and to assist Navarre
Corporation with their expansion project. Commissioners Cassen and Gwin-Lenth
concurred with President Enck's recommendation. The EDA also recommended that
staff continue to assist Ahrens Trucking to fred a relocation site.
Mr. Steve Sondrall, City Attorney, clarified that the City would be obligated to pay
relocation costs for Ahrens Trucking but those expenses would be reimbursed by
Navarre Corporation.
Motion was made by Commissioner Cassen, seconded by Commissioner Gwin-
Lenth, to adjourn the meeting. All present voted in favor. Motion carried. The
New Hope EDA adjourned at 8:04 p.m.
Respectfully submitted,
..ff---, ~5
Valerie Leone
City Clerk
New Hope EDA
Page 3
October 28, 2002
REQUEST FOR ACTION
Originating Department Approved for Agenda Agenda Section
Community Development 11-12-02 EDA
Item No.
By: Kirk McDonald By:
RESOLUTION AUTHORIZING THE ACQUISITION OF CERTAIN PROPERTY WITHIN THE CITY OF NEW
HOPE FOR THE PURPOSE OF REDEVELOPMENT (IMPROVEMENT PROJECT NO. 728)
REQUESTED ACTION
Staff recommends that the EDA approve the attached resolution, which authorizes the acquisition of property
for redevelopment purposes.
POLICY/PAST PRACTICF
The Comprehensive Plan of the City has goals and policies that promote the retention and expansion of
industrial/office/warehouse businesses in the City to promote employment opportunities and expand the tax
base.
.,BACKGROUND
At the October 28 EDA meeting, the EDA directed staff to proceed with the Navarre Corporation expansion
project. The financial consultant and city attorney have prepared the enclosed resolution to acquire property
to proceed with the expansion/redevelopment project. The Navarre project will add a new 100,000 square
foot office/warehouse building adjacent to its current headquarters at 7400 49~ Avenue and provide 80-100
new jobs for area residents. Staff supports the Navarre expansion, which requires the acquisition of the
Ahrens Trucking property at 7600 49a Avenue. Staff has met with Ahrens' owners on several occasions in
the past week to try and reach a settlement between them and Navarre. Staff is supportive of continuing to
explore the potential of relocating Ahrens Trucking to another site in the City.
The attached resolution states that:
· The New Hope Economic Development Authority is a public body corporate and politic authorized under
Minnesota Statute.
· The Authority is authorized to exercise the right of Eminent Domain under the aforementioned statute and
under Minnesota Statute Chapter 117.
/
Request for Action Page 2 11-12-02
In furtherance of the Authodty's objectives, there has been established pursuant to Authority Resolution
No. 02-05 a Restated Redevelopment Plan for Redevelopment Project No. 1 in the City of New Hope,
Minnesota, to encourage and provide maximum opportunity for pdvate development and redevelopment
of certain property located within the City of New Hope which is not now utilized in its highest and best
use.
WHEREAS, the major objectives in establishing the Project Area and adopting the Project Plan are to:
1. Promote and secure the prompt development or redevelopment of certain property in the Project
Area, which property is not now in productive use or in its highest and best use, in a manner
consistent with the City's comprehensive plan and with a minimum adverse impact on the environment
and thereby promote and secure the development of other land in the City.
2. Promote and secure additional employment opportunities within the Project Area and the City for
residents of the City and surrounding areas, thereby improving living standards, reducing
unemployment and the loss of skilled and unskilled labor and other human resources in the City.
3. Secure the increased valuation of property subject to taxation by the City, County, School Distdct and
other taxing jurisdictions in order to better enable such entities to pay for govemmental services and
programs required to be provided by them.
4. Provide for the financing and construction of public improvements in and adjacent to the Project Area
necessary for the orderly and beneficial development or redevelopment of the Project Area and
adjacent areas of the City.
5. Promote the concentration of new desirable residential, commercial, office and other appropriate
development or redevelopment in the Project Area so as to maintain the area in a manner compatible
with its accessibility and prominence in the City.
6. Encourage local business expansion, improvement, development or redevelopment whenever
possible.
7. Create a desirable and unique character within the Project Area through quality land use alternatives
and design quality in new and remodeled buildings.
8. Encourage and provide maximum opportunity for pdvate development or redevelopment of existing
areas and structures which are compatible with the Plan.
9. Create viable environments which would upgrade and maintain housing stock, maintain housing
health and safety quality standards, and maintain and strengthen individual neighborhoods.
10. Stimulate private activity and investment to stabilize and balance the City's housing supply.
11. Eliminate code violations and nuisance conditions that adversely affect neighborhoods.
12. Revitalize property to create a safe, attractive, comfortable, convenient and efficient area for
residential use.
13. Recreate and reinforce a sense of residential place and secudty which creates neighborhood
cohesiveness through city investment in neighborhood infrastructure and public improvements,
including landscaping, park improvements, local street modifications to reduce traffic impacts, street
repaying, curb and gutter replacement, and streetlight updating.
14. Encourage infill development and redevelopment that is compatible in use and scale with surrounding
neighborhoods.
15. Rehabilitate the existing housing stock and preserve existing residential neighborhoods wherever
possible.
16. Demolish and reconstruct, where necessary, aging residential buildings to preserve neighborhoods.
17. Removal of substandard structures.
Request for Action Page 3 11-12-02
The resolution further states that:
· It appears that in order to accomplish the objectives and purposes set out in the Project Plan, including
promoting and secudng additional employment opportunities within the Project Area and the City for
residents of the City and the surrounding area, it will be necessary that properties described in Exhibit A
attached hereto and incorporated herein by reference be acquired.
· The authority has been advised that said property will not be made available for redevelopment in the
manner that would allow the Authority to undertake the Project Plan and meet the objectives and
purposes of that Plan for the Project Area and for the City of New Hope unless the Properties are
acquired by use of Eminent Domain.
· The Authority believes that the development and redevelopment of the Project Area and the fulfillment of
the Project Plan are in the vital and best interests of the Authority and the health, safety, morals and
welfare of the residents of the City of New Hope, and in accord with the public purposes and provisions of
applicable federal, state and local laws under which this development and redevelopment are being
undertaken and assisted.
· That in order to undertake the Project Plan and provide for the development and redevelopment of the
Properties in a manner that will meet the objectives and purposes of the Project Plan and the Project
Area, that the Authority proceed to acquire the Properties and all interests therein under its power of
Eminent Domain; and that the attorneys for the Authority be instructed and directed to file the necessary
petition or petitions thereto and to prosecute such action or actions to successful conclusion, or until such
are abandoned, dismissed or terminated by the Authority or the court; and that said petitions include any
necessary actions to acquire said Property under the "Quick Take" provisions of Minnesota Law, set forth
in Minn. Stat. {469.101 and Minn. Stat. §117.042; and that the attorneys for the Authority, the President
of the Authority and the Executive Director of the Authority do all things necessary and convenient to be
done in the commencement, prosecution and successful termination of such Eminent Domain
proceedings.
Staff recommends approval of the resolution.
FUNDING
The funding of the City's portion of the project will be paid for through the creation of a new economic
development tax increment financing district.
ATTACHMENTS
· Resolution
· Maps
NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY
COUNTY OF HENNEPIN
STATE OF MINNESOTA
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE ACQUISITION OF CERTAIN PROPERTY
WITHIN THE CITY OF NEW HOPE FOR THE PURPOSE OF REDEVELOPMENT.
WHEREAS, the New Hope Economic Development Authority (the "Authority") is
a public body corporate and politic authorized under Minn. Stat. §469.090 et seq.; and
WHEREAS, the Authority is authorized to exercise the right of Eminent Domain
under the aforementioned statute and under Minn. Stat. Chapter 117; and
WHEREAS, in furtherance of the Authority's objectives, there has been
established pursuant to Authority Resolution No. 02-05 a Restated Redevelopment
Plan (the "Project Plan") for Redevelopment Project No. 1 (the "Project Area") in the
City of New Hope, Minnesota to encourage and provide maximum opportunity for
private development and redevelopment of certain property located within the City of
New Hope which is not now utilized in its highest and best use; and
WHEREAS the major objectives in establishing the Project Area and adopting the
Project Plan are to:
1. Promote and secure the prompt development or redevelopment of certain
property in the Project Area, which property is not now in productive use or in its highest
and best use, in a manner consistent with the City's comprehensive plan and with a
minimum adverse impact on the environment and thereby promote and secure the
development of other land in the City.
2. Promote and secure additional employment opportunities within the
Project Area and the City for residents of the City and surrounding area, thereby
improving living standards, reducing unemployment and the loss of skilled and unskilled
labor and other human resources in the City.
3. Secure the increased valuation of property subject to taxation by the City,
County, School District and other taxing jurisdictions in order to better enable such
entities to pay for governmental services and programs required to be provided by
them.
4. Provide for the financing and construction of public improvements in and
adjacent to the Project Area necessary for the orderly and beneficial development or
redevelopment of the Project Area and adjacent areas of the City.
5. Promote the concentration of new desirable residential, commercial, office
and other appropriate development or redevelopment in the Project Area so as to
maintain the area in a manner compatible with its accessibility and prominence in the
City.
6. Encourage local business expansion, improvement, development or
redevelopment whenever possible.
7. Create a desirable and unique character within the Project Area through
quality land use alternatives and design quality in new and remodeled buildings.
8. Encourage and provide maximum opportunity for private development or
redevelopment of existing areas and structures which are compatible with the Plan.
9. Create viable environments which would upgrade and maintain housing
stock, maintain housing health and safety quality standards, and maintain and
strengthen individual neighborhoods.
10. Stimulate private activity and investment to stabilize and balance the City's
housing supply.
11. Eliminate code violations and nuisance conditions that adversely affect
neighborhoods.
12. Revitalize property to create a safe, attractive, comfortable, convenient
and efficient area for residential use.
13. Recreate and reinforce a sense of residential place and security which
creates neighborhood cohesiveness through City investment in neighborhood
infrastructure and public improvements, including landscaping, park improvements,
local street modifications to reduce traffic impacts, street repaving, curb and gutter
replacement, and streetlight updating.
14. Encourage infill development and redevelopment that is compatible in use
and scale with surrounding neighborhoods.
15. Rehabilitate the existing housing stock and preserve existing residential
neighborhoods wherever possible.
16. Demolish and reconstruct, where necessary, aging residential buildings to
preserve neighborhoods.
17. Removal of substandard structures.
WHEREAS, it appears that in order to accomplish the objectives and purposes
set out in the Project Plan, including promoting and securing additional employment
opportunities within the Project Area and the City for residents of the City and the
surrounding area, it will be necessary that properties described in Exhibit A attached
hereto and incorporated herein by reference be acquired (the "Properties"); and
WHEREAS, the Authority has been advised that said property will not be made
available for redevelopment in the manner that would allow the Authority to undertake
the Project Plan and meet the objectives and purposes of that Plan for the Project Area
and for the City of New Hope unless the Properties are acquired by use of Eminent
Domain; and
WHEREAS, the Authority believes that the development and redevelopment of
the Project Area and the fulfillment of the Project Plan are in the vital and best interests
of the Authority and the health, safety, morals and welfare of the residents of the City of
New Hope, and in accord with the public purposes and provisions of applicable federal,
state and local laws under which this development and redevelopment are being
undertaken and assisted;
NOW, THEREFORE, BE IT RESOLVED, that in order to undertake the Project
Plan and provide for the development and redevelopment of the Properties in a manner
that will meet the objectives and purposes of the Project Plan and the Project Area, that
the Authority proceed to acquire the Properties and all interests therein under its power
of Eminent Domain; and that the attorneys for the Authority be instructed and directed
to file the necessary petition or petitions thereto and to prosecute such action or actions
to successful conclusion, or until such are abandoned, dismissed or terminated by the
Authority or the court; and that said petitions include any necessary actions to acquire
said Property under the "Quick Take" provisions of Minnesota Law, set forth in Minn.
Stat. §469.101 and Minn. Stat. §117.042; and that the attorneys for the Authority, the
President of the Authority and the Executive Director of the Authority do all things
necessary and convenient to be done in the commencement, prosecution and
successful termination of such Eminent Domain proceedings.
BE IT FURTHER RESOLVED, that it is hereby found and declared that the
acquisition of the Properties described on Exhibit A hereto and all interests therein by
the Authority under its power of Eminent Domain is necessary to develop and redevelop
their underdeveloped areas under the Project Plan.
Adopted by the New Hope Economic Development Authority this
,2002.
day of
, President
ATTEST:
, Executive Director
EXHIBIT A
Legal Description of Properties
G:\WPDATA\N~NEW HOPE\08'~OC\CONDEMNATION RESOLUTION.DOC
EXHIBIT A
Legal Description of the Properties
Land located in Hennepin County, Minnesota and described as follows:
Parcel A
The East 145 feet of the South ¼ of the Southwest Quarter of the Northwest Quarter of
Section 8, Township 118, Range 21, subject to a sewer easement over the East 45 feet
of said premises, as contained in Book 814 of Misc. Records 519.
Parcel B
Outlot A, FIVE THOUSAND WINNETKA 2ND ADDITION, according to the recorded plat
thereof, Hennepin County, Minnesota.
That part of Outlot A, FIVE THOUSAND WINNETKA 2ND ADDITION, embraced within
the Southwest Quarter of the Northwest Quarter of Section 8, Township 118,
Range 21 is Registered Property as set out on Certificate of Title No. 811091.
Parcel C
The South 300 feet of the West 160 feet of the SE ~A of NWl/4 Section 8, Township 118N,
Range 21W except street according to the United States Government Survey thereof and
situate in Hennepin County, Minnesota.
G:\WPDATA\N~EW HOPE\O8\DOC~CONDEMNATION RESOLUTION.DOC
4948
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SUBJECT PROPERTY:
;Property
i A. Navarre Corp. - 7400 49~' Ave. N.
! B. Ahrens Truckin9 - 7550 49t~' Ave. N.
A
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49th. Avenue Norlh
SUBJECT PROPERTY:
Property
A. Navarre Cor~. - 7400 49~' Ave. N.
13. Ahrens Truck~n~ - 7550 49~ Ave. N.
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4~h. Awnue Norlh
· EDA
REQUEST FOR ACTION
Originating Department Approved for Agenda Agenda Section
Community Development 11-12-02 EDA
Item No.
By: Kirk McDonald By: 5
RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT FOR PRIVATE
REDEVELOPMENT BY AND .BETWEEN THE NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY AND
NEW HOPE, LLC (IMPROVEMENT PROJECT NO. 728)
REQUESTED ACTION
Staff recommends that the EDA approve the attached resolution, which authorizes a contract for private
redevelopment between Navarre Corporation/New Hope, LLC and the EDA..
POLICY/PAST PRACTICE
The EDA has approved contracts similar to this in the past to facilitate business expansion or redevelopment.
BACKGROUND
At the October 28 EDA meeting, the EDA directed staff to proceed with the Navarre Corporation expansion
project. The financial consultant and staff have coordinated on the contract details and the financial
consultant has prepared the attached memorandum and resolution and will be present to explain details or
answer questions from the EDA.
The attached resolution includes the following details:
· The EDA adopted a resolution on September 9, 2002, authorizing the execution of an agreement with
New Hope LLC, a Minnesota limited liability company, and it has been proposed that the EDA rescind the
resolution authorizing the agreement presented to the EDA on September 9, 2002, and instead enter into
a Contract for Private Redevelopment (the "Contract") with the Redeveloper in the form presented as of
this date.
· The EDA hereby finds that the Contract promotes the objectives as outlined in its Restated
Redevelopment Plan for Redevelopment Project No I established pursuant to Minnesota Statutes,
Sections 469.001 et seq.
MOTION BY., ~~ SECOND BY ~~
/
Request for Action Page 2 11-12-02
· The EDA hereby finds that it has approved and adopted Tax Increment Financing Distdct No. 02-1 and
the EDA has approved and adopted the Tax Increment Financing Plan relating thereto pursuant to
Minnesota Statutes, Section 469.174 through 469.1799, inclusive, as amended and supplemented from
time to time.
· The resolution of September 9, 2002, authorizing an agreement with New Hope, LLC is hereby rescinded.
· The President and the Executive Director are authorized to execute and deliver the Contract when the
following condition is met:
1. Substantial conformance to the Contract presented to the EDA as of this date, with such additions
and modifications as those Officers may deem desirable or necessary as evidenced by the execution
thereof.
2. Payment by New Hope, LLC, or another entity on its behalf, of the fees incurred by the EDA for
preparation of the Contract.
Staff recommends approval of the resolution.
FUNDING
The funding of the City's portion of the project will be paid for through the creation of a new economic
development tax increment financing district.
ATTACHMENTS
· Resolution
· Financial Consultant 11/7 Memorandum
· Redevelopment Contract
· 10/28 EDA RFA with Financial Information
· Section 3. Authorizations.
3.01 The resolution of September 9, 2002 authorizing an agreement with New
Hope, LLC is hereby rescinded.
3.02 The President and the Executive Director (the "Officers") are hereby
authorized to execute and deliver the Contract when the following condition is met:
Substantial conformance to the Contract presented to the EDA as
of this date, with such additions and modifications as those Officers
may deem desirable or necessary as evidenced by the execution
thereof;
Payment by New Hope, LLC, or another entity on its behalf, of the
fees incurred by the EDA for preparation of the Contract.
Adopted by the EDA this
day of ,2002.
ATTEST:
, President
, Executive Director
G:\WPDATALN~NEW HOPE\0g~)oC'~EDA RESOLUTION AUTHORIZING EXECUTION OF DEV AGR4.DOC
NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY
COUNTY OF HENNEPIN
STATE OF MINNESOTA
RESOLUTION NO.
A RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT
FOR PRIVATE REDEVELOPMENT, BY AND BETWEEN THE NEW HOPE
ECONOMIC DEVELOPMENT AUTHORITY AND NEW HOPE, LLC.
BE IT RESOLVED by the Board of Commissioners (the "Board") of the New
Hope Economic Development Authority (the "EDA") as follows:
Section 1. Recitals.
1.01 The EDA adopted a resolution on September 9, 2002, authorizing the
execution of an agreement with New Hope, LLC, a Minnesota limited liability company,
or its permitted successors or assigns (the "Redeveloper")
1.02 It has been proposed that the EDA rescind the resolution authorizing the
agreement presented to the EDA on September 9, 2002 and instead enter into a
Contract for Private Redevelopment (the "Contract") with the Redeveloper in the form
presented as of this date.
Section 2. Findings.
2.01 The EDA hereby finds that the Contract promotes the objectives as
outlined in its Restated Redevelopment Plan for Redevelopment Project No. 1
established pursuant to Minnesota Statutes, Sections 469.001 et seq.
2.02 The EDA hereby finds that it has approved and adopted Tax Increment
Financing District No. 02-1 and the EDA has approved and adopted the Tax Increment
Financing Plan relating thereto pursuant to Minnesota Statutes, Sections 469.174
through 469.1799, inclusive, as amended and supplemented from time to time.
KRASS MONROE, P.A.
ATTORNEYS AT LAW
Clarissa M. Klug, Esq.
EmaiL' clarissak~crassmonroe, com
Direct Dial: (9529 885-4395
MEMORANDUM
City of New Hope
Attn: Kirk McDonald, Comm. Dev. Dir.
Attn: Daniel Donahue, City Manager
At'tn:Daryl Sulander, Finance Director
From: Cladssa M. Klug, Esq.
James R. Casserly, Esq.
Date: November 7, 2002
Re:
New Hope: Navarre - Revised Development Agreement
Our File No. 10048-8
Attached is revised Development Agreement reflecting the provisions outlined in the
parties' Term Sheet of October 21, 2002.
The differences between terms in the Development Agreement approved by the City on
September 9, 2002 and the enclosed Development Agreement are as follows:
1. Redeveloper Name. The Redeveloper will be New Hope, LLC, a
subsidiary of Narvarre Corporation.
City Property. No City property will be conveyed to the Redeveloper for
construction of a new Ahrens trucking facility. The City/EDA will continue
in their efforts to sell the property. A regional storm pond can still be
included on this site if the City elects, but the development of that parcel is
now wholly outside the scope of the enclosed agreement.
Ahrens Trucking. The Redeveloper will not construct a new trucking
facility for Ahrens. The Redeveloper is, however, continuing its efforts to
acquire the Ahrens property. If it is not successful, the enclosed
agreement states that the EDA will in order to implement its Restated
SUITE 1100 SOUTHPOINT OFFICE CENTER * 1650 WEST 82ND STREET · MINNEAPOLIS, MINNESOTA 55431-1447
TELEPHONE 952/885-5999 · FACSIMILE 952/885-5969
www. krassmonroe.com
Redevelopment Plan proceed with an eminent domain proceeding to
acquire the property, provided that the Redeveloper complies with the
warehouse expansion construction requirements outlined in the enclosed
agreement.
Security. The EDA is no longer conveying any City property to the
Redeveloper. The Redeveloper will either purchase the current Ahrens
trucking site or will advance all funds necessary to do so to the EDA. The
Redeveloper will receive a revenue note for agreed-upon expenses but
only after it has completed construction of the expanded facility for lease to
Navarre Corporation.
o
Revenue Note Payments. Tax increment will be pledged for the payment
of the revenue note through August 1, 2011. Because of the reduced
overall market value for the Tax Increment District (because the new
Ahrens trucking facility will not be built on the City property parcel to the
east), the full principal of $450,000 is not estimated to be actually paid until
December 1, 2012. However, the Redeveloper has agreed to a final
payment date of August 1,2011. This means the district is estimated to
provide a principal amount of $425,000 to the Redeveloper. The EDA will
receive the remaining revenues generated by the TIF district though
December 1,2012.
Attachment(s)
CC:
Jensen & Sondrall, P.A.
Attn: Steve Sondrall, Esq.
Glasgow Advisory Services, Inc.
Attn: Robert R. Glasgow, President
Winthrop & Weinstein
Attn: Jon L. Peterson, Esq.
G:\WPDATA~'~IEW HOPE'~38\CORRV',4CDONALD-DONAHUE SULANDER CMK - REVISED AGR SUMMARY.DOC
· Page 2
CONTRACT FOR PRIVATE REDEVELOPMENT
THIS AGREEMENT ("Agreement") is made on or as of the __ day of ,
2002 by and between the NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY, a
public body corporate and politic (the "Authority"), having its principal offices at 4401 Xylon
Avenue North, New Hope, Minnesota 55428, and NEW HOPE, LLC, a Minnesota limited
liability company (the "Redeveloper"), having its principal office at 7400- 49th Avenue North,
New Hope, MN 55428.
WITNESSETH:
WHEREAS, the Authority is a political subdivision of the State of Minnesota and is
governed by a board of commissioners;
WHEREAS, in furtherance of the Authority's objectives, there has been established a
Restated Redevelopment Plan (the "Project Plan") for Redevelopment Project No. 1 (the "Project
Area") in the City of New Hope, Minnesota (the "City") to encourage and provide maximum
opportunity for private development and redevelopment of certain property in the City which is
not now in its highest and best use;
WHEREAS, as of the date of this Agreement the Project Plan has been prepared and
approved, and the Project Area has been established pursuant to Minnesota Statutes, Sections
469.001 through 469.047 and 469.090 through 469.108;
WHEREAS, in connection with the Project Area the City Council of the City has created
a Tax Increment Financing District No. 02-1 (the "Tax Increment District") pursuant to the
Minnesota Tax Increment Financing Act in Minnesota Statutes, Sections 469.174 to 469.1799;
WHEREAS, the Redeveloper currently owns a parcel of land located adjacent to a
portion of the Tax Increment District and wishes to acquire an acre of land in that portion of the
Tax Increment District in order to construct a building expansion;
WHEREAS, In order to achieve the objectives of the Project Plan Authority is willing, if
necessary, to acquire the above-referenced acre of land utilizing its power of eminent domain
and would, if the land is acquired, then convey it to the Redeveloper subject to the Redeveloper
proceeding with construction in accordance with this Agreement and the Project Plan;
WHEREAS, the major objectives in establishing the Project Area are to:
1. Promote and secure the prompt development or redevelopment of certain property
in the Project Area, which property is not now in productive use or in its highest and best use, in
a manner consistent with the City's comprehensive plan and with a minimum adverse impact on
the environment and thereby promote and secure the development of other land in the City.
2. Promote and secure additional employment opportunities within the Project Area
and the City for residents of the City and surrounding area, thereby improving living standards,
reducing unemployment and the loss of skilled and unskilled labor and other human resources in
the City.
3. Secure the increased valuation of property subject to taxation by the City, County,
School District and other taxing jurisdictions in order to better enable such entities to pay for
governmental services and programs required to be provided by them.
4. Provide for the financing and construction of public improvements in and adjacent
to the Project Area necessary for the orderly and beneficial development or redevelopment of the
Project Area and adjacent areas of the City.
5. Promote the concentration of new desirable residential, commercial, office and
other appropriate development or redevelopment in the Project Area so as to maintain the area in
a manner compatible with its accessibility and prominence in the City.
6. Encourage local business expansion, improvement, development or
redevelopment whenever possible.
7. Create a desirable and unique character within the Project Area through quality
land use alternatives and design quality in new and remodeled buildings.
8. Encourage and provide maximum opportunity for private development or
redevelopment of existing areas and structures which are compatible with the Plan.
9. Create viable environments which would upgrade and maintain housing stock,
maintain housing health and safety quality standards, and maintain and strengthen individual
neighborhoods.
10. Stimulate private activity and investment to stabilize and balance the City's
housing supply.
11. Eliminate code violations and nuisance conditions that adversely affect
neighborhoods.
12. Revitalize property to create a safe, attractive, comfortable, convenient and
efficient area for residential use.
13. Recreate and reinforce a sense of residential place and security which creates
neighborhood cohesiveness through City investment in neighborhood infrastructure and public
improvements, including landscaping, park improvements, local street modifications to reduce
traffic impacts, street repaving, curb and gutter replacement, and streetlight updating.
14. Encourage infill development and redevelopment that is compatible in use and
scale with surrounding neighborhoods.
15. Rehabilitate the existing housing stock and preserve existing residential
neighborhoods wherever possible.
16. Demolish and reconstruct, where necessary, aging residential buildings to preserve
neighborhoods.
17. Removal of substandard structures.
WHEREAS, under Minnesota Statutes, Sections 469.174 through 469.1799, as amended (the
"Tax Increment Act"), the Authority is authorized to finance certain costs of a redevelopment project
with tax increment revenues derived from a tax increment financing district established within such
redevelopment project;
WHEREAS, in order to achieve the objectives of the Authority and City in creating the
Project Area and in adopting the Project Plan, the Authority is prepared to provide assistance in
accordance with this Agreement; and
WHEREAS, the Authority believes that the development and redevelopment of the
Project Area pursuant to this Agreement, and fulfillment generally of the terms of this
Agreement, are in the vital and best interests of the Authority and the health, safety, morals and
welfare of its residents, and in accord with the public purposes and provisions of applicable
federal, state and local laws under which the development and redevelopment are being
undertaken and assisted;
NOW, THEREFORE, in consideration of the premises and the mutual obligation of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
"Act" means Minnesota Statutes, Section 469.001 et seq.
"Administrative Costs" means administrative costs of the Authority in an amount not to
exceed 10% of the Tax Increment.
"Agreement" means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
"Ahrens Acquisition Costs" means all of the costs and expenses incurred by the Authority
in connection with the acquisition of the Current Ahrens Site, if undertaken by the Authority
pursuant to this Agreement, and shall include but not be limited to condemnation awards, appraisals,
title work, legal fees and expenses, utility connections, relocation benefits under State and/or federal
law, and any other costs or expenses related to the Authority's acquisition of that site.
"Authority" means the New Hope Economic Development Authority, or any of its
successors or assigns.
"Available Tax Increment" means the Tax Increment, less the Administrative Costs.
"Certificate of Completion" means the certification, in a form substantially similar to that
contained in Schedule E attached to and made a part of this Agreement, to be provided by the
Authority to the Redeveloper pursuant to Section 4.3 of this Agreement.
"City" means the City of New Hope, Minnesota, or its successors or assigns.
"Construction Plans" means the plans, specifications, drawings and related documents on
the construction work to be performed by the Redeveloper on both portions of the
Redevelopment Property which (a) shall be as detailed as the plans, specifications, drawings and
related documents which are submitted to the building inspector or the City, and (b) shall include
at least the following for each building: (1) site plan; (2) foundation plan; (3) basement plans;
(4) floor plan for each floor; (5) cross sections of each (length and width); (6) elevations (all
sides, except as to a side of an existing structure where no construction is to take place); (7)
facade and landscape plan; and (8) such other plans of supplements to the foregoing plans as the
Authority maY reasonably request.
"Council" means the Council of the City.
"County" means the County of Hennepin, Minnesota.
"Current Ahrens Site" means land of approximately 1.0 acre which is situated adjacent to
the Navarre Property, as described on an exhibit to Schedule A attached to and made a part of
this Agreement. This land is as of the date of this Agreement owned by Ahrens Enterprises,
LLC and occupied by an entity known as Ahrens Trucking.
"Current Ahrens Site Deed" means a deed in substantially the form of Schedule B
attached to and made a part of this Agreement.
"Final Award Date" means the date when (i) the Authority has completed in all respects its
exercise of eminent domain power over the Current Ahrens Site, and (ii) the determination of the
condemnation proceeds to be received by all third parties for their interests in that land is final in all
respects, with no further or additional fights of appeal.
"Holder" means the owner of a Mortgage.
"Minimum Improvements" means construction ora warehouse of approximately 100,000
square feet on the Redevelopment Property. The warehouse will have a total project cost,
excluding land value, of approximately $ and will be undertaken to accommodate
the expansion of Navarre Corporation, a Minnesota corporation.
"Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes,
Sections 116D.01 et seq., as may be amended from time to time.
"Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes,
Sections 116B.01 et seq., as may be amended from time to time.
"Mortgage" means any mortgage or other agreement in which the Redeveloper has
granted or acquiesced in a security interest in the Redevelopment Property, or any portion
thereof or any improvements constructed thereon, and which is a permitted encumbrance
pursuant to the provisions of Article X of this Agreement.
"National Environmental Policy Act" means the federal law located at 42 U.S.C. Sub.
Sect. 4331 et seq., as may be amended from time to time.
"Navarre Property" means the approximately 4.7 acres of land currently owned by the
Navarre Corporation, a Minnesota corporation ("Navarre") which is situated adjacent to the
Current Ahrens Site, as described on Schedule C attached to and made a part of this Agreement.
The Redeveloper intends to acquire this land and subsequently lease this land, once developed,
to Navarre along with the balance of the Redevelopment Property.
"Note" means a limited revenue note to be issued by the Authority to the Redeveloper in
substantially the form contained in Schedule H attached to and made a part of this Agreement.
"Parties" means the Redeveloper and the Authority.
"Party" means either the Redeveloper or the Authority, as the context may require.
"Plan" means, collectively (i) the Restated Redevelopment Plan for adopted by the
Authority and approved by the City for Redevelopment Project No. 1, and (ii) the Tax Increment
Plan.
"Project Area" means Redevelopment Project No. 1, as amended, established in
accordance with the Act.
"Public Improvements Relocation" means the relocation of the public utilities or other
public improvements within the Redevelopment Property as described on Schedule G, attached
to and made a part of this Agreement, which relocation is to be performed by the City, initially
funded by the Redeveloper, and eligible for reimbursement via the Note as outlined in Article III
of this Agreement.
"Redeveloper" means New Hope, LLC, a Minnesota limited liability company, and its
permitted successors and assigns.
"Redevelopment Project" means the Redevelopment Property, the Public Improvements
Relocation, the Site Preparation and the Minimum Improvements.
"Redevelopment Property" means the Navarre Property and the Current Ahrens Site.
"Site Preparation" means the site preparation work for the Redevelopment Property,
described in Schedule G, attached to and made a part of this Agreement, which improvements
are to be funded by the Redeveloper and eligible for reimbursement via the Note as outlined in
Article III of this Agreement.
"State" means the State of Minnesota.
"Tax Increment" means the real estate taxes paid with respect to the Redevelopment
Property that are remitted to the Authority as tax increment pursuant to the Tax Increment Act.
"Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes,
Sections 469.174 to 469.1799, as may be amended from time to time.
"Tax Increment District" means Tax Increment Financing District No. 02-1, which
includes the Redevelopment Property and which was established by the Authority and approved
by the Council pursuant to the Tax Increment Act.
"Tax Increment Plan" means the tax increment financing plan adopted by the Authority
and approved by the City in connection with the creation of the Tax Increment District.
"Tax Official" means any City or County assessor; County auditor; City, County or State
board of equalization, the commissioner of revenue of the State, any State or federal district
court, and the tax or any other court of the State, including the State Court of Appeals and the
State Supreme Court.
"Termination Date" means the earlier of: (i) December 31, 2012; (ii) the date the Tax
Increment District dissolves or otherwise terminates as provided for under State law; or (iii) such
other date if this Agreement is terminated in accordance with the provisions of Article III or
Article V of this Agreement.
"Unavoidable Delays" means delays which are the result of strikes or of casualties to the
Minimum Improvements, the Redevelopment Property or the equipment used to construct the
Minimum Improvements, and also means delays related to financing, delays which are the result
of governmental actions or governmental changes in plans, delays which are the result of judicial
action commenced by third parties, delays directly related to citizen opposition or other action
affecting this Agreement, delays which are the result of adverse weather conditions or acts of
God, and delays causedby acts of war or terrorism which directly impact the Redevelopment
Project.
"Use Certificate" means a certificate signed by the Redeveloper and the lessee of the
Redevelopment Property, which certificate will describe the intended use of the Minimum
Improvements and which certificate will be in substantially the form contained in Schedule I
attached to and made a part of this Agreement.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the Authority. The Authority makes the following
representations as the basis for the undertaking on its part pursuant to this Agreement:
(a) The Authority is a public body corporate and politic duly organized and existing
under the laws of the State. Under the provisions of the Act, the Authority has the power to
enter into this Agreement and to carry out the Authority's obligations contained herein.
(b) The Authority has approved the Restated Redevelopment Plan for Redevelopment
for Redevelopment Project No. 1 in accordance with the terms of the Act.
(c) The Authority has properly adopted and approved, in accordance with State law,
the Tax Increment District pursuant to the Tax Increment Act and the City, based on these
activities of the Authority, has established the Tax Increment District pursuant to the Act.
(d) If necessary, and subject to Unavoidable Delays and the conditions outlined in
Article III of this Agreement, the Authority will acquire the Current Ahrens Site and convey it to
the Redeveloper. Any eminent domain activities undertaken will be conducted in full
conformance with applicable law.
(e) To help finance the costs of the redevelopment activities to be undertaken by the
Redeveloper, the Authority proposes to issue the Note to the Redeveloper; provided that the
conditions for Note issuance outlined in this Agreement are satisfied by the Redeveloper.
(f) The Authority will cooperate with the Redeveloper with respect to any litigation
commenced by third parties in connection with this Agreement.
(g) The Authority makes no representation, guarantee, or warranty, either express or
implied, and hereby assumes no responsibility or liability as to the Redevelopment Property or
its conditions (whether regarding soils, pollutants, hazardous wastes or otherwise).
(h) The Authority acknowledges that once it has approved the Construction Plans the
Redeveloper may, only with respect to changes that do not materially alter the appearance or quality
of the Minimum Improvements, modify those plans without seeking further Authority approval.
This provision shall be construed strictly in favor of the Authority.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper
represents and warrants that:
(a) Subject to Unavoidable Delays, the Redeveloper will construct the Minimum
Improvements in accordance with the terms of this Agreement, the Plan and all local, State and
federal laws, ordinances, rules, regulations or other similar provisions (including but not limited
to those relating to environmental, zoning, building code and public health matters). The
Redeveloper will thereafter maintain the Expansion Site, until the Termination Date, in
accordance with the terms of this Agreement, the Plan and all local, State and federal laws,
ordinances, rules, regulations or other similar provisions (including but not limited to those
relating to environmental, zoning, building code and public health matters).
(b) The Minimum Improvements will be an allowed use under the zoning
ordinance(s) of the City.
(c) As of the date of the Redeveloper's execution of this Agreement, the Redeveloper
has received no notice or communication from any local, state or federal official that the
activities of the Redeveloper or the Authority in the Project Area may be or will be in violation
of any environmental law or regulation.
(d) As of the date of the Redeveloper's execution of this Agreement, the Redeveloper
is aware of no facts the existence of which would cause the Redeveloper to be in violation of any
local, State or federal environmental law, ordinance, rule, regulation, review procedure or other
similar provision which could give any person or entity a valid claim under the Minnesota
Environmental Rights Act.
(e) The Redeveloper will, within thirty (30) days after its acquisition of the Current
Ahrens Site, use reasonable efforts to timely obtain all required permits, licenses, approvals and
similar provisions necessary to begin construction of the Minimum Improvements and will
thereafter meet, in a timely manner, all requirements of all applicable local, State and federal
permits, licenses, approvals, and similar provisions which must be obtained or met before the
Minimum Improvements may be lawfully constructed.
(f) The Redeveloper is a limited liability company organized under the laws of the
State of Minnesota.
(g) The Redeveloper agrees that it will cooperate with the Authority and shall
indemnify the Authority against all costs, including the costs of defense incurred by the
Authority, through an attorney reasonably acceptable to the Authority and Redeveloper, with
respect to any litigation commenced by third parties in connection with Redeveloper's failure to
perform according to the terms and conditions of this Agreement.
(h) The financing arrangements that the Redeveloper has obtained, or will obtain, to
finance acquisition of the Current Ahrens Site and the construction of the Minimum
Improvements will, together with financing to be provided by the Authority pursuant to this
Agreement, be sufficient to enable the Redeveloper to successfully complete the Minimum
Improvements as contemplated in this Agreement.
(i) The Redeveloper will if it acquires the Current Ahrens Site through voluntary
negotiations provide the Authority with a valid, legally-binding document, in form and content
reasonably acceptable to the Authority, evidencing either payment in full for or waiver of any
and all relocation benefits which the owner(s) and occupant(s) of the Current Ahrens Site may be
entitled to under State or federal law.
(j) The construction of the Minimum Improvements, in the opinion of the
Redeveloper, would not reasonably be expected to occur solely through private investment
within the reasonably foreseeable future without the use of the tax increment financing
contemplated by this Agreement.
(k) The Navarre Property shall not become exempt from the levy of ad valorem
property taxes, or any statutorily authorized alternative, and any improvements of any kind
constructed on the Navarre Property shall similarly not become exempt until after the dissolution
or other termination of the Tax Increment District or December 31, 2012, whichever is later.
Notwithstanding the foregoing language, this restriction shall end upon any termination of this
Agreement due to a default by the Authority that is not timely cured.
(1) Once acquired by the Redeveloper, the Current Ahrens Site shall not become
exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, and
any improvements of any kind constructed on the Current Ahrens Site shall similarly not become
exempt until after the dissolution or other termination of the Tax Increment District or December
31,2012 (whichever is later). Notwithstanding the foregoing language, this restriction shall end
upon any termination of this Agreement due to a default by the Authority that is not timely cured
as allowed under this Agreement.
(m) The Redeveloper agrees, notwithstanding the provisions of Article VI of this
Agreement, that it will not assign, convey or lease any interest in the Redevelopment Property or
any portion thereof, or this Agreement or any portion thereof, to any tax-exempt entity under the
U.S. Internal Revenue Code of 1986, as may be amended from time to time, without the prior
written approval of the Authority (whose approval shall be conditioned upon the Redeveloper
executing a payment in lieu of tax pursuant to agreement terms reasonably satisfactory to the
Authority).
10
(n) The Authority has provided to the Redeveloper, and the Redeveloper
acknowledges receipt of, a copy of Minnesota Statutes, Sections 116J.993 to 116J.995 (the
"Business Subsidies Act"). The Redeveloper covenants to comply with any applicable reporting
requirements or other provisions of the Business Subsidies Act, as the same may be amended
from time to time. The Redeveloper hereby further acknowledges:
(1)
That failure on the part of the Redeveloper to comply with the reporting
requirements of the Business Subsidies Act is an Event of Default and, in
addition, may result in the imposition by the Authority of a penalty.
(2)
That the Business Subsidies Act may require reporting by the Redeveloper
even if the Parties determine that all or a portion of the Redevelopment
Project is exempt from that act.
(3)
That the Business Subsidies Act currently allows for a penalty of up to
$1,000.00 for a recipient's failure to meet reporting requirements.
(o) After issuance of the Certificate of Completion and by no later than February 1
each year thereafter until the termination of this Agreement, the Redeveloper agrees to execute
a use certificate in substantially the form attached as Schedule I to this Agreement
evidencing that the Redevelopment Property qualifies as an "economic development
district" as defined under the Tax Increment Act.
11
ARTICLE III
Undertakings of the Authority and Redeveloper
Section 3.1. Revenue Note to the Redeveloper for the Site Preparation and the Ahrens
Acquisition Costs. As consideration for the execution of this Agreement and the construction of
the Minimum Improvements by the Redeveloper the Authority agrees, subject to the applicable
provisions of this Agreement (including but not limited to those outlined in this Article III), to
deliver the Note to the Redeveloper in order to assist the Redeveloper with the Site Preparation,
the Ahrens Acquisition Costs, and the Public Improvements Relocation
Section 3.2. Limitations on the Revenue Note Undertakings of the Authority.
(a) The Authority shall have no obligation to the Redeveloper under this Agreement
to deliver the Note if the Authority, at the time the Note is to be delivered, is entitled under
Section 5.2 of this Agreement to exercise any of the remedies set forth therein as a result of an
Event of Default by the Redeveloper which has not been cured. If the Authority has not
exercised its remedies under Section 5.2(b) of this Agreement but the Note is withheld due to an
Event of Default by the Redeveloper that is later cured, the Note shall be delivered after such
cure.
(b) The Authority shall have no obligation to deliver the Note to the Redeveloper
unless the Redeveloper has submitted to the Authority reasonably sufficient documentation
evidencing the following:
(i)
A sworn construction statement by the Redeveloper for the Site
Preparation and a similar statement as to either the costs it incurred in
directly acquiring the Current Ahrens Site from the current owner or
showing the Ahrens Acquisition Costs it has advanced to date in
connection with eminent domain proceedings by the Authority pursuant to
this Agreement. Each statement is to be accompanied by a certification
signed by the Redeveloper's project architect and/or another appropriate
party and stating to the effect that the costs for which payment was made
were incurred in connection with the Redevelopment Project;
(ii)
Copies of lien waivers from the contractors, subcontractors, construction
managers and/or any other professionals retained by the Redeveloper for the
Site Preparation. No waivers shall be required from the Redeveloper for the
City work performed to complete the Public Improvements Relocation.
12
The Authority shall indicate its acceptance of the amounts for the Note, assuming the conditions
of this Section 3.2 have been complied with and there is no Event of Default, when the Authority
issues the Certificate of Completion in accordance with Section 4.3 of this Agreement.
Section 3.3. Conditions Precedent to Delivery of Revenue Note. The Authority's
obligation to reimburse the Redeveloper for the costs of the Site Preparation, the Public
Improvements Relocation in accordance with Section 3.2 by delivery of the Note shall, in
addition to the documentation requirements outlined in that Section, be contingent upon the
satisfaction by the Redeveloper of all of the following conditions precedent:
(a) The Redeveloper shall be in material compliance with all of the terms and
provisions of this Agreement, including but not limited to receiving the Authority's approval of
the Construction Plans;
(b) The Redeveloper shall be in compliance with all ordinances of the City.
(c) The Redeveloper shall have delivered an executed Use Certificate for the Minimum
Improvements.
(d) The Authority shall have issued the Certificate of Completion.
Section 3.4 Adjustment of Revenue Note. Provided that the Redeveloper can, in
accordance with this Article III, document expenditures for Site Preparation and/or Ahrens
Acquisition Costs advances in the amount of at least Two Hundred Thousand and No/100
Dollars ($200,000), then the minimum principal amount of the Note shall be the sum of Two
Hundred Thousand and No/100 Dollars ($200,000). This minimum amount shall be increased
by the total Redeveloper advances for the Public Improvements Relocation, up to a maximum of
an additional Two Hundred Fifty Thousand and No/100 Dollars ($250,000). Accordingly, the
maximum amount of the Note principal shall not exceed Four Hundred Fifty and No/100
Thousand Dollars ($450,000). Interest on the Note shall commence on the date of the Certificate
of Completion.
Section 3.5 Acquisition of the Current Ahrens Site.
(a) If the Redeveloper is unable to acquire the Current Ahrens Site in a timeframe that
is, in the Redeveloper's reasonable discretion, satisfactory to allow for the commencement of
construction as provided in Article IV of this Agreement, then the Authority, subject to the
provisions of this Article III, agrees to acquire the Current Ahrens Site through the exercise of
eminent domain (including the use of quick take) and to thereafter convey the Current Ahrens
Site to the Redeveloper.
13
(b) Provided that the Redeveloper is in material compliance with the terms of this
Agreement, the Authority shall, within thirty (30) days of receipt of all of the following items from
the Redeveloper, institute eminent domain proceedings with respect to the Current Ahrens Site:
(i)
A written statement certifying that the Redeveloper's efforts to acquire the
parcel have been unsuccessful;
(ii) A $25,000.00 cash deposit (the "Initial Deposit");
(iii)
Evidence that the financing arrangements which the Redeveloper has obtained,
or will obtain, to finance the construction of the Minimum Improvements will
be sufficient to enable the Redeveloper to successfully complete the Minimum
Improvements as contemplated by this Agreement;
(iv)
A Phase I environmental report for the Redevelopment Property or any
portion thereof, if available; and
(v) Any title work in the Redeveloper's possession.
(c) The Redeveloper acknowledges that any exercise of eminent domain powers by the
Authority pursuant to this Article III must include compliance with any applicable relocation
requirements under federal and/or State law and that the Authority would negotiate and make any
necessary relocation payments in connection with its acquisition of the Current Ahrens Site. The
Redeveloper further acknowledges that such costs are a part of the Ahrens Acquisition Costs and
that compliance with these requirements may delay acquisition of the Current Ahrens Site.
(d) The Redeveloper additionally acknowledges that, because of the many variables
inherent in any litigation or legal proceeding, the Authority does not represent or warrant in any way
the successful conclusion of any eminent domain action (by a quick take action or otherwise) or the
accomplishment of any particular result or timetable.
(e) Provided the conditions precedent outlined in this Article III are met, the Authority
shall institute proceedings through its legal counsel and shall have the sole discretion to structure the
proceedings as it sees fit.
(f) The Authority shall not be liable to the Redeveloper or to any third party for any
consequential or other damages that may arise out of delays of any kind relating to activities
undertaken pursuant to this Agreement, including but not limited to delays due to due to
environmental conditions, court challenges or elements outside the control of the Authority.
(g) The Authority shall have no obligation to continue with proceedings under this
Article III past the point at which the court permits an appraised value deposit unless the Authority
has received cash from the Redeveloper equal to 120% of the Authority's estimate of the total
14
Ahrens Acquisition Costs, less the amount of the Initial Deposit for that parcel. Any additional
deposit made pursuant to this Subsection shall hereafter be referred to as a "Valuation Deposit."
(h) If the Authority undertakes proceedings to acquire title to the Current Ahrens Site and
is not successful then this Agreement shall, subject to the provisions of Article IX of this Agreement,
terminate and the following shall occur:
(i)
The Authority shall be entitled to keep that portion of the Initial Deposit
and, if necessary, the Valuation Deposit equal to the Ahrens Acquisition
Costs actually incurred; and
(ii)
The Authority shall return any remaining balance from the combined
Initial Deposit and any Valuation Deposit to the Redeveloper unless the
Ahrens Acquisition Costs actually incurred up to that time exceed the
combined sum of the Initial Deposit and any Valuation Deposit, in which
case the Redeveloper shall pay to the Authority the difference between the
Ahrens Acquisition Costs actually incurred and the combined sum of the
Initial Deposit and any Valuation Deposit.
Section3.6 Transfer oftheCurrentAhrensSite. If the Authority is successful in
acquiring fee title to the Current Ahrens Site then, subject to the terms outlined below, the Authority
agrees to sell that land to the Redeveloper and the Redeveloper agrees to purchase that land from the
Authority.
Section 3.7 Transfer Terms.
(a) Purchase Price, Time of Conveyance. The Authority shall, subject to Unavoidable
Delays, promptly convey to the Redeveloper the Current Ahrens Site (if acquired in fee by the
Authority) once the following conditions have been satisfied:
(i)
The Redeveloper shall be in compliance with all material terms and
conditions of this Agreement;
(ii) The Authority shall have approved the Construction Plans;
(iii) If requested by the Authority, the Redeveloper shall have delivered proof
of the insurance required by Article VII of this Agreement;
(iv) Environmental clearances, to the extent required, shall have been
delivered by the Redeveloper;
(v)
If requested by the Authority, the Redeveloper shall have delivered to the
Authority an affidavit stating that as of the closing date there are no
15
outstanding and unsatisfied judgments, tax liens or bankruptcies against
or involving the Redeveloper or the Navarre Property;
(vi)
The Redeveloper shall have paid to the Authority all of the Ahrens
Acquisition Costs incurred to date;
(vii) The Redeveloper shall have paid a purchase price of One Dollar ($1.00);
(viii)
The Redeveloper shall have paid all outstanding taxes, assessments,
recording and other outstanding miscellaneous costs relating to the
Current Ahrens Site;
(ix)
The Redeveloper shall have delivered to the Authority a certificate of real
estate value; and
(x)
If requested by the Authority, the Redeveloper shall have delivered a
certificate of good standing for the Redeveloper from the State's
Secretary of State Office.
If the combined sum of the Initial Deposit and the Valuation Deposit exceed the Ahrens Acquisition
Costs, then at the closing the Authority shall refund the unused amount.
(b) Terms of Conveyance. Transfer shall be by way of a quit claim deed in the form of
deed contained in Schedule B of this Agreement, which deed shall be accompanied by any other
documents reasonably required to be delivered by the Authority as a condemning entity. The Authority
shall also provide at closing an affidavit, in form and content reasonably satisfactory to the
Redeveloper, stating that the Authority is not a "foreign person" within the meaning of Section 1445
of the Internal Revenue Code. In addition the Authority shall provide at closing a seller's affidavit in
customary form, except that the Authority shall have no obligation to provide any statements
regarding title matters. The closing shall take place at a time mutually agreeable to the Parties and
shall take place at the offices of the Authority unless the Parties mutually agree in writing that a closing
shall take place at another location.
(c) Possession. The Authority shall deliver possession to the Current Ahrens Site (if
acquired by the Authority in fee) as of the date and time of closing.
(d) Taxes/Fees. The Redeveloper shall pay the following with respect to the Current
Ahrens Site:
(i)
all real estate taxes, including but not limited to those due and payable prior to
the year of closing;
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(ii)
all special assessments, including but not limited to those pending or levied as
of the closing date;
(iii)
any other governmental impact fee relating to the parcel, including but not
limited to those due and payable prior to the year of closing; and
(iv) the closing fee for the transaction.
(e) Recording. The Redeveloper shall promptly record the Current Ahrens Site Deed
after closing and shall pay all costs related to recording, including but not limited to State deed tax,
lot splits, restrictive covenants, easements/reciprocal easements, and any documents necessary or
desirable to clear title concerns.
(f) Title Evidence. The Redeveloper acknowledges that the Authority has no obligation to
order or otherwise procure title evidence for the Current Ahrens Site, has no obligation to update any
such evidence it may have or which may come into its possession.
(g) "As Is" Acquisition. In recognition of the Authority's role as a potential land assembler
and the significant economic contributions that the Authority will make to the redevelopment
contemplated by this Agreement if it acquires and conveys the Current Ahrens Site, the Redeveloper
shall take the conveyance of the Current Ahrens Site on an "AS IS .... WHERE IS" basis, with all faults
and defects and without any warranties, express or implied, including but not limited to warranties as to
title. The Redeveloper explicitly waives any and all claims against the Authority, the City, and their
respective governing body members, officers, agents (including independent contractors, consultants
and legal counsel), servants and employees for indemnification, contribution, reimbursement or other
payments arising under federal or State law or common law and relating to environmental or any other
condition of the Current Ahrens Property; provided that this waiver shall not apply to any willful
misrepresentation or willful or wanton misconduct relating to the representations made by the
Authority in Section 2.1 of this Agreement.
(h) Acquisition Cost Adjustment. The Parties acknowledge that the Ahrens Acquisition
Costs cannot be definitively determined until the Final Award Date. Consequently, if on the Final
Award Date the Ahrens Acquisition Costs exceed the amount paid to date by the Redeveloper at
closing, the Redeveloper shall pay the Authority the balance of the purchase price within ten (10) days
of written notice from the Authority of the final determination of Ahrens Acquisition Costs. The
provisions of this Subsection 3.7 (h) shall survive the termination of this Agreement.
Section 3.8 Public Improvements Relocation Work. If the Redeveloper acquires fee
title to the Current Ahrens Site by purchase of the land from the owner or by a quit claim deed
from the Authority, the Redeveloper agrees that all site design and construction work for the
Public Improvements Relocation will be performed by the City, at the Authority's direction, as
follows:
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(i)
The Authority will coordinate with the City to provide for completion of
this work in a timely manner, subject to Unavoidable Delays.
(ii)
The Authority shall be under no obligation to direct the City to begin this
construction work until the Redeveloper has deposited with the Authority
(to be remitted promptly to the City) a sum equal to one hundred ten
percent (110%) (the "Utilities Deposit") of the City's reasonable estimate
for the Public Improvements Relocation.
(iii)
Within ten (10) days of the City's completion and acceptance of the Public
Improvements Relocation, the Authority will refund to the Redeveloper
any unused portion of the Utilities Deposit. In the event that the City's
Public Improvements Relocation expenses exceed the Utilities Deposit,
the Authority will notify the Redeveloper of that fact and the Redeveloper
will have up to thirty (30) days to pay to the Authority (to be remitted
promptly to the City) a sum equal to the difference between the actual
Public Improvements Relocation and the Utilities Deposit.
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ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it
will at its sole cost construct the Site Preparation and the Minimum Improvements in accordance
with Construction Plans approved by the Authority and by the City. The Redeveloper will
commence construction of the Minimum Improvements no later than April 1, 2003; provided
that if eminent domain proceedings are instituted and prevent a closing within a time sufficient
to accommodate this start date, then the commencement date shall be extended to no later than
thirty (30) days after the Authority has conveyed the Current Ahrens Site to the Redeveloper.
The Redeveloper shall pay for all environmental remediation, site preparation (including but not
limited to soil correction and utilities relocation), PUD and other development costs for the
Redevelopment Project. In the event environmental remediation is required on any portion of
the Redevelopment Property, the Authority will on behalf of the Redeveloper diligently pursue
any eligible programs for reimbursement of such expenses.
Section 4.2. Completion of Construction. Subject to Unavoidable Delays, the
Redeveloper shall achieve substantial completion of the Minimum Improvements within
eighteen (18) months of the start of construction.
Once the Redeveloper has acquired the Current Ahrens Site, the Redeveloper agrees for
itself, its successors and assigns, and every successor in interest to that property, or to any part
thereof, that the Redeveloper, and such successors and assigns, shall diligently proceed to
completion the development of the Minimum Improvements, and that such construction shall in
any event be completed within the corresponding period specified in this Section 4.2.
Section 4.3. Certificate of Completion.
(a) Promptly after notification from the Redeveloper that substantial completion of
the Minimum Improvements has occurred in accordance with the provisions of this Agreement
relating thereto (including but not limited to the date for completion thereof), the Authority will
furnish the Redeveloper with a Certificate of Completion. Such certification by the Authority
shall be (and it shall be so provided in the certification itself) a conclusive determination of
satisfaction and termination of the agreements and covenants in this Agreement with respect to
the obligations of the Redeveloper, and its successors and assigns, to construct the Minimum
Improvements and with respect to the obligations as to the date for the completion thereof.
19
(b) If the Authority shall refuse or fail to provide the Certificate of Completion, the
Authority shall within ten (10) days after receipt of written request by the Redeveloper provide
the Redeveloper with a written statement indicating in adequate detail in what respects the
Redeveloper has failed to complete the Minimum Improvements in accordance with the
applicable provisions of this Agreement, or is otherwise in default, and what measures or acts the
Authority believes will be necessary, in the Authority's reasonable discretion, for the
Redeveloper to take or perform in order to obtain such certification.
(c) The construction of the Minimum Improvements shall be deemed to be
substantially complete when the Redeveloper has received an occupancy permit from the City's
building inspector, without any conditions, for that building or when such occupancy certificate
has been issued with conditions that have been approved by the Authority (whose approval shall
not be unreasonably withheld, conditioned or delayed).
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ARTICLE V
Events of Default
Section 5.1. 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 Redeveloper to timely pay all ad valorem real property taxes
assessed with respect to all portions of the Redevelopment Property to which it holds title.
(b) Failure by the Redeveloper to complete the Minimum Improvements, or any
material portion thereof, pursuant to the terms, conditions and limitations of this Agreement.
(c) The holder of any Mortgage on the Redevelopment Property, any improvements
thereon, or any portion thereof commences foreclosure proceedings and such proceedings
proceed to a sale as a result of any default under the applicable Mortgage documents.
(d) Failure by the Redeveloper to substantially observe or perform any other material
covenant, condition, obligation or agreement on the Redeveloper's part to be observed or
performed under this Agreement.
(e) If the Redeveloper shall:
(A) File any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as may be amended from time to time, or under any
similar federal law or similar law of any state of the United States or similar law of any
other country; or
(B) Make an assignment for the benefit of its creditors; or
or
(c)
Admit in writing its inability to pay its debts generally as they become due;
(D) Be adjudicated as bankrupt or insolvent; or if a petition or answer
proposing the adjudication of the Redeveloper as bankrupt or proposing its
reorganization under any present or future federal bankruptcy act or any similar federal
law or similar law of any state of the United States or similar law of any other country
shall be filed in any court and such petition or answer shall not be discharged or denied
21
within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the
Redeveloper, or of the Redevelopment Project while Redeveloper is in title thereto, or of
any part of the Redevelopment Project while Redeveloper is in title thereto, shall be
appointed in any proceeding brought against the Redeveloper, and shall not be
discharged within ninety (90) days after such appointment, or if the Redeveloper shall
consent to or acquiesce in such appointment.
Section 5.2. Remedies on Default. Whenever any Event of Default referred to in
Section 5.1 of this Agreement occurs and is continuing, the Authority, as specified below, may
take any one or more of the following actions after providing notice (in the manner required
under Article X of this Agreement) of at least thirty (30) days to the Redeveloper, but only if the
Event of Default has not been cured within said thirty (30) days or if the Redeveloper is not
making its best efforts to cure a default which cannot be cured within thirty (30) days:
(a) The Authority may suspend its performance under this Agreement until it receives
assurances from the Redeveloper, deemed adequate by the Authority in its reasonable discretion,
that the Redeveloper will cure the default and continue performance under this Agreement;
(b) The Authority may cancel and rescind this Agreement;
(c) The Authority may withhold the Certificate of Completion.
Section 5.3. Revesting Title in Authority Upon Happening of Event Subsequent to
Conveyance to Redeveloper. In the event that subsequent to the conveyance of the Current
Ahrens Site by the Authority to the Redeveloper and prior to receipt by the Redeveloper of the
Certificate of Completion:
(a)
subject to Unavoidable Delays, the Redeveloper fails to carry out its obligations
with respect to the construction of the Minimum Improvements (including the
nature and the date for the initiation and completion thereof), or abandons or
substantially suspends construction work, and any such failure, abandonment, or
suspension shall not be cured, ended, remedied or assurances reasonably
satisfactory to the Authority made within sixty (60) days after written demand
from the Authority to the Redeveloper to do so; or
(b)
the Redeveloper creates, suffers, assumes, or agrees to any encumbrance or lien
on the Current Ahrens Site, or any part thereof, which is unauthorized by this
Agreement, or shall suffer any levy or attachment to be made, or any
materialmen's or mechanics' lien, or any other unauthorized encumbrance or lien
to attach, and such taxes or assessments shall not have been paid, or the
encumbrance or lien removed or discharged or provision reasonably satisfactory
22
to the Authority made for such payment, removal, or discharge, within thirty (30)
days after written demand bY the Authority to do so; provided, that if the
Redeveloper shall first notify the Authority of its intention to do so, it may in
good faith contest any mechanics' or other lien filed or established and in such
event the Authority shall permit such mechanics' or other lien to remain
undischarged and unsatisfied during the period of such contest and any appeal,
but only if the Redeveloper provides the Authority with a bank letter of credit, a
statutory lien bond as provided by Minnesota Statutes or other reasonable security
in the amount of the lien, in a form satisfactory to the Authority, pursuant to
which the bank or other obligor will pay to the Authority the amount of any lien
in the event that the lien is finally determined to be valid. During the course of
such contest the Redeveloper shall diligently keep the Authority informed
respecting the status of such defense; or
(c)
there is, in violation of Article VI of this Agreement, any transfer of the Current
Ahrens Site, or any part thereof, or any change with respect to the identity of the
parties in control of the Redeveloper and such violation shall not be cured within
sixty (60) days after written demand by the Authority to the Redeveloper;
Then the Authority shall have the right to re-enter and take possession of the Current
Ahrens Site and to terminate (and revest in the Authority) the estate conveyed by the Current
Ahrens Site Deed, it being the intent of this provision, together with other provisions of the
Agreement, that the conveyance of the Current Ahrens Site by the Authority to the Redeveloper
shall be made upon, and that the Current Ahrens Site Deed shall contain a condition subsequent
to the effect that, the understanding that in the event of any default on the part of the
Redeveloper and failure on the part of the Redeveloper to remedy, end, or abrogate such default
within the period and in the manner stated in this Agreement, the Authority at its option may
declare a termination in favor of the Authority of the title and of all the rights and interests in and
to the Current Ahrens Site conveyed to the Redeveloper, and that such title and all rights and
interests of the Redeveloper, and any assigns or successors in interest to and in the Current
Ahrens Site, shall revert to the Authority, but only if all applicable events stated in Subsection
5.3.(a)-(c) have not been cured within the time periods provided above.
Notwithstanding anything to the contrary contained in this Section 5.3, the Authority shall have
no right to re-enter or retake title to and possession of the Current Ahrens Site once the
Certificate of Completion has been issued or if the Authority has subordinated its rights to the
Holder of a Mortgage as provided for in Section 10 of this Agreement.
Section 5.4. Resale of Reacquired Property; Disposition of Proceeds and Earnest Money.
Upon the revesting in the Authority of title to the Current Ahrens Site as provided in Section 5.3
of this Agreement, the Authority shall have no further responsibility to the Redeveloper or to any
23
third party with respect to the Current Ahrens Site, and the Authority may sell or otherwise
devote the Current Ahrens Site to such other uses as the Authority shall, in its sole discretion,
determine and the Authority shall in no way be obligated to reimburse the Redeveloper or any
third party for any sums paid with respect to the Current Ahrens Site.
Section 5.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to a
Party 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 fight 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 5.6. No Implied Waiver. In the event any provision or term contained in this
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 5.7. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the Authority 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 Redeveloper herein contained, the
Redeveloper agrees that it shall, on demand therefore, pay to the Authority the reasonable fees of
such attorneys and such other reasonable expenses so incurred by the Authority.
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ARTICLE VI
Prohibitions Against Assignment and Transfer
Section 6.1. Representation as to Redevelopment. The Redeveloper represents and
agrees that its acquisition of the Current Ahrens Site, and all of its other undertakings pursuant to
this Agreement, are and will be used for the purpose of redevelopment of the Redevelopment
Property and not for speculation in land holding. The Redeveloper further recognizes that, in
view of (a) the importance of the redevelopment of the Redevelopment Property to the general
welfare of the Authority, and (b) the substantial financing that has been made available by the
Authority for the purpose of making such redevelopment possible, the qualifications and identity
of the Redeveloper are of particular concern to the Authority. The Redeveloper further
recognizes that it is because of such qualifications and identity that the Authority is entering into
this Agreement with the Redeveloper, and, in so doing, is further willing to accept and rely on
the obligations of the Redeveloper for the faithful performance of all undertakings and covenants
hereby by it to be performed.
Section 6.2. Prohibition Against Transfer of Property and Assignment of Agreement.
Also for the foregoing reasons, the Redeveloper represents and agrees that prior to the date of the
Certificate of Completion as provided in Section 4.3, except for the purpose of obtaining
financing necessary to enable the Redeveloper to perform its obligations with respect to
construction of the Minimum Improvements, and any other purpose authorized by this
Agreement, the Redeveloper has not made or created and will not make or create or suffer to be
made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power,
or transfer in any other mode or form of or with respect to this Agreement or any other mode or
form of or with respect to the Redevelopment Property, or any part thereof or any interest
therein, or any contract or agreement (oral or written) to do any of the same, without the prior
written approval of the Authority which shall not be unreasonably withheld, conditioned or
delayed; provided that no Authority approval shall be required where the Redeveloper remains
liable and bound by the terms of this Agreement. Any such transfer of interest shall be subject to
all provisions of this Agreement. Notwithstanding the foregoing language, the Redeveloper may
transfer its interests under this Agreement to any corporation, partnership or entity controlling,
controlled by, or under common control with the Redeveloper.
25
ARTICLE VII
Insurance and Condemnation
Section 7.1. Insurance. (a) The Redeveloper will provide and maintain at all times
during the process of constructing the Minimum Improvements and, from time to time at the
request of the Authority, furnish the Authority with proof of payment of premiums on:
(i)
builder's risk insurance, written on the so-called "Builder's Risk --
Completed Value Basis," in an amount equal to one hundred percent
(100%) of the insurable value (as of the date of completion) of the
Minimum Improvements, and with coverage available in non-reporting
form on the so-called "all risk" form of policy. The interest of the
Authority shall be protected in accordance with a clause in form and
content reasonably satisfactory to the Authority;
(ii)
comprehensive general liability insurance together with an owner's
contractor's policy with limits against bodily injury and property damage
of not less than $2,000,000 for each occurrence (to accomplish the above-
required limits, an umbrella excess liability policy may be used); and
(iii) workers' compensation insurance, with statutory coverage.
(b) Upon completion of the Minimum Improvements, and until the Termination Date,
the Redeveloper shall maintain, at its cost and expense, and from time to time at the request of
the Authority shall furnish proof of the payment of premiums on, insurance as follows:
(i)
Insurance against loss and/or damage to the Redevelopment Project under a
policy or policies covering such risks as are ordinarily insured against by
similar businesses, including (without limiting the generality of the
foregoing) fire, extended coverage, vandalism and malicious mischief, boiler
explosion, water damage, demolition cost, debris removal, and collapse in an
amount not less than the full insurable replacement value of such
improvements, but any such policy may have a deductible amount of not
more than $25,000.00. No policy of insurance shall be so written that the
proceeds thereof will produce less than the minimum coverage required by
the preceding sentence, by reason of co-insurance provisions or otherwise,
without the prior consent thereto in writing by the Authority. The term "full
insurable replacement value" shall mean the actual replacement cost of the
Minimum Improvements (excluding foundation and excavation costs and
26
costs of underground flues, pipes, drains and other uninsurable items) and
equipment and may be determined from time to time at the request of the
Authority, but not more frequently than once every five (5) years, by an
insurance consultant or insurer, selected and paid for and approved by the
Authority. All policies evidencing insurance required by this Subsection
(b)(i) with respect to the Redevelopment Project shall be carried in the
names of the Redeveloper, the mortgagee of the Redeveloper, and the
Authority as their respective interests may appear and shall contain
standard clauses which provide for net proceeds remaining after the
deduction of expenses incurred in the collection of such proceeds
(hereafter referred to as the "Net Proceeds")resulting fi.om claims per
casualty thereunder to the Redevelopment Property are equal to or less
than $750,000.00 for loss or damage covered thereby to be made payable
directly to the Redeveloper and/or its mortgagee, and Net Proceeds from
such claims in excess of $750,000.00 to be made payable jointly to the
Redeveloper, its mortgagee and the Authority.
(ii)
The Authority, the Redeveloper and the Redeveloper's mortgagee shall
jointly agree on the amount of settlement.
(c) All insurance required by this Article VII shall be taken out and maintained in
responsible insurance companies selected by the Redeveloper, which companies shall be
authorized under the laws of the State to assume the risks covered thereby. The Redeveloper
will deposit annually with the Authority policies evidencing all such insurance, or a certificate or
certificates or binders of the respective insurers stating that such insurance is in force and effect.
Unless otherwise provided in this Article VII, each policy shall contain a provision that the
insurer shall not cancel nor modify the policy without giving written notice to both the
Redeveloper and the Authority at least thirty (30) days before the cancellation or modification
becomes effective. Not less than fifteen (15) days prior to the expiration of any required policy,
the Redeveloper shall furnish the Authority evidence satisfactory to the Authority that the
required policy has been renewed or replaced by another policy conforming to the provisions of
this Article VII, or that there is no necessity for such renewal or replacement under the terms of
this Agreement. In lieu of separate policies, the Redeveloper may maintain a single policy,
blanket or umbrella policies, or a combination thereof, having the coverage required herein, in
which event the Redeveloper shall deposit with the Authority a certificate or certificates of the
respective insurers as to the amount of coverage in force.
(d) The Redeveloper agrees to notify the Authority immediately in the case of damage
exceeding $100,000.00 in amount to, or destruction of, the Redevelopment Project or any
portion thereof, whether any such damage or destruction results fi.om fire, tornado or other type
of casualty. In the event that any such damage or destruction does not equal or exceed
27
$750,000.00, the Redeveloper will forthwith repair, reconstruct and restore the damaged or
destroyed improvements to substantially the same or to an improved condition or value as
existed prior to the event causing such damage or destruction and, to the extent necessary to
accomplish such repair, insurance relating to such damage or destruction received by the
Redeveloper shall be applied to the payment or reimbursement of the costs thereof. Net
Proceeds of any insurance relating to such damage up to $750,000.00 shall be paid directly to the
Redeveloper.
In the event the Redevelopment Project or any portion thereof is damaged or destroyed by
fire, tornado or other casualty and the damage or destruction is estimated to equal or exceed
$750,000.00, then the Redeveloper shall within one hundred and twenty (120) days after such
damage or destruction proceed forthwith to repair, reconstruct and restore the damaged
improvements to substantially the same or to an improved condition or value as existed prior to
the event causing such damage or destruction and, to the extent necessary to accomplish such
repair, reconstruction and restoration, the Redeveloper, the Redeveloper's mortgagee and the
Authority will apply the Net Proceeds of any insurance relating to such damage or destruction
received by the mortgagee and/or the Authority to the payment or reimbursement of the costs
thereof. Any Net Proceeds remaining after completion of construction shall be disbursed to the
Redeveloper.
(e) If the Redeveloper is in compliance with the terms and conditions of this
Agreement, then any Net Proceeds of insurance relating to such damage or destruction received
by the Authority shall be released from time to time by the Authority to the Redeveloper upon
the receipt of:
(i)
A certificate of an authorized representative of the Redeveloper specifying
the expenditures made or to be made or the indebtedness incurred in
connection with such repair, reconstruction and restoration and stating that
such Net Proceeds, together with any other moneys legally available for
such purposes, will be sufficient to complete such repair, construction and
restoration; and
(ii)
If Net Proceeds equal or exceed $750,000.00 in total amount, the written
approval of such certificate by an independent engineer approved by the
Authority.
The Redeveloper shall complete the repair, reconstruction and restoration of the affected
improvements whether or not the Net Proceeds of insurance received by the Redeveloper for
such purposes are sufficient to pay for the same. Any Net Proceeds remaining after completion
of such repairs, construction and restoration shall be remitted to the Redeveloper.
28
Section 7.2. Condemnation. If title to and possession of the Redevelopment Property, or
any material part thereof, shall be taken in condemnation or by the exercise of the power of
eminent domain or deed in lieu of condemnation, by any governmental body or other person
(except the Authority or the City) prior to the Termination Date, then the Redeveloper shall, with
reasonable promptness after such taking, notify the Authority as to the nature and extent of such
taking. Upon receipt of any condemnation award the Redeveloper shall use such portion of the
award as is necessary to reconstruct the affected improvements, if any.
Section 7.3. Insurance Subordination. Notwithstanding anything to the contrary
contained in this Agreement, the rights of the Authority with respect to the receipt and
application of the proceeds of insurance or condemnation shall be subject and subordinate to the
rights of any holder of any Mortgage.
29
ARTICLE VIII
Taxes and Pledge of Increment
Section 8.1. Real Property Taxes. (a) The Redeveloper shall pay when due, prior to the
attachment of penalty all real property taxes payable with respect to the Navarre Property or
portion thereof, and, once acquired by the Redeveloper, all such taxes payable with respect to the
Current Ahrens Site, or portion thereof, in all cases whether improved or unimproved, until the
Termination Date; provided that such obligation shall end if the Authority has released the
Redeveloper in writing from such obligation in connection with an approved transfer of that site
as allowed by this Agreement or if this Agreement is terminated due to Authority default which
is not timely cured.
(b) The Redeveloper agrees that, until the Termination Date, it will not take any of the
following actions with respect to the Redevelopment Project, or any portion thereof, to the extent
that such actions would result in reduced assessed valuation of the property (or portion thereof:
(i) seek administrative review or judicial review of the applicability of any property tax statute
determined by any tax official to be applicable to the property (or portion thereof) or raise the
inapplicability of any such property tax statute as a defense in any proceedings, including
delinquent tax proceedings; (ii) seek administrative review or judicial review of the
constitutionality of any property tax statute determined by any tax official to be applicable to the
property (or portion thereof) or raise the unconstitutionality of any such property tax statute as a
defense in any proceedings, including delinquent tax proceedings; (iii) cause a reduction in the
assessed market value of the property (or portion thereof) through: (A) willful destruction; (B)
willful refusal to reconstruct or repair as required by Article VII of this Agreement; (C) a request
to an assessor of the City or an assessor of the County to reduce the assessed market value; (D) a
petition to the board of equalization of the City or the board of equalization of the County or a
similar governing body to reduce assessed market value; (E) a petition to the board of
equalization of the State or similar governing body or to the State's Commissioner &Revenue or
his or her agency to reduce the assessed market value; (F) an action in a District Court of the
State or the Tax Court of the State pursuant to Minnesota Statutes, Chapter 278, as may be
amended from time to time, or pursuant to any similar State or federal law, seeking a reduction
in assessed market value; (G) an application to the State's Commissioner of Revenue or his or
her agency requesting an abatement of real property taxes pursuant to Minnesota Statutes~
Chapter 270, as may be amended from time to time, or pursuant to any similar State or federal
law; (H)any other proceedings, whether administrative, legal or equitable, with any
administrative body within the City, the County, or the State or with any court of the State or
with any body of the federal government or with any federal court; and/or (I) an application for a
deferral of property tax pursuant to Minnesota Statutes, Section 469.181, as may be amended
from time to time, or pursuant to any similar State or federal law.
30
Section 8.2. Tax Increment Pledge. Until the Termination Date, the Authority shall
pledge the Available Tax Increment to payment of the Note until the earlier of:
(i) payment of the principal and interest in full, or
(ii) August 1, 2011.
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ARTICLE IX
Termination
Section 9.1. Termination. Either Party may terminate this Agreement as provided herein,
and otherwise this Agreement shall terminate upon its Termination Date and the discharge of all of
the Parties' other respective obligations hereunder, but no such termination shall terminate any
indemnification or other rights or remedies arising hereunder due to any Event of Default which
occurred and was continuing prior to such termination.
Section 9.2. Effect of Termination. Upon a termination of this Agreement pursuant to
this Article IX, this Agreement shall be null and void and neither Party shall have any further
obligations or liabilities hereunder except as specifically stated in this Agreement. Upon such
termination the Redeveloper and the Authority shall deliver to each other such documents as may
be necessary to evidence the termination of this Agreement.
32
ARTICLE X
Additional Provisions
Section 10.1. Conflict of Interests. No member, official, or employee of the Authority
shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member,
official or employee 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.
Section 10.2. Restrictions on Use. The Redeveloper shall not discriminate upon the
basis of race, color, creed, sex, national origin or any other basis prohibited by federal or State
law when selling, leasing, renting, using or occupying the Redevelopment Property, any portion
thereof, any improvements erected or to be erected thereon, or any portion of such
improvements.
Section 10.3. Titles of Articles and Sections. Any titles of the several parts, articles
and sections of this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 10.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication pursuant to this Agreement made by either
Party to the other shall be deemed sufficiently given or delivered if such communication is
dispatched by registered or certified mail, postage prepaid, return receipt requested, transmitted
by facsimile (with confirmation of transmittal received), delivered by a recognized overnight
courier, or delivered personally and:
(a) in the case of the Redeveloper, is addressed to or delivered personally to the
address in the first paragraph of this Agreement or such address as the Redeveloper will from
time to time furnish to the Authority in writing.
(b) in the case of the Authority, is addressed to or delivered personally to the address
in the first paragraph of this Agreement or such address as the Authority will from time to time
furnish to the Redeveloper in writing.
Section 10.5. Indemnification of Authority.
33
(a) The Redeveloper hereby releases the Authority, the City and the governing body
members, officers, agents (including independent contractors), consultants, legal counsel,
servants, and employees thereof (hereinafter, for purposes of this Agreement, collectively the
"Indemnified Parties") from and agrees to indemnify and hold harmless the Indemnified Parties
against any loss or damage to property (real or personal) or any injury to or death of any person
occurring at or about or resulting from any defect in the Minimum Improvements, or any portion
thereof, or in the Redevelopment Property, or any portion thereof. The Redeveloper also hereby
covenants and agrees that, with the exception of willful negligence of the Indemnified Parties,
the Indemnified Parties shall not be personally liable for such losses or damages.
(b) Except for any willful misrepresentation or any willful or wanton misconduct of
the Indemnified Parties, the Redeveloper agrees to protect and defend the Indemnified Parties,
now and forever, and further agrees to hold the Indemnified Parties harmless from any claim,
demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising
or purportedly arising under this Agreement from the actions or inactions of the Redeveloper (or
of other persons or entities acting on the Redeveloper's behalf or under the Redeveloper's
direction or control), or the acquisition, construction, installation, ownership, and operation of
the Minimum Improvements or the Redevelopment Property, or any portion thereof; provided
that this indemnification shall not apply to any warranties made or obligations undertaken by the
Authority in this Agreement.
(c) The Redeveloper hereby releases the Indemnified Parties from and agrees to
indemnify and hold harmless the Indemnified Parties against any loss or damage directly or
indirectly arising from failure of the Redeveloper to comply with the covenant recited in Section
2.2(i) of this Agreement. The Redeveloper also hereby covenants and agrees that the Indemnified
Parties shall not be personally liable for such losses or damages.
(d) All representations, covenants, stipulations, promises, agreements and other
obligations whatsoever of the Authority contained herein shall be deemed to be the
representations, covenants, stipulations, promises, agreements and other obligations of the
Authority and not of any governing body member, officer, agent (including independent
contractors), consultants, legal counsel, servant or employee of the Authority.
Section 10.6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which is binding on a Party upon that Party's execution and together which
shall constitute one and the same instrument.
Section 10.7. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
34
Section 10.8. Provisions Surviving Rescission or Expiration. Sections 5.5 and 10.5 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
Section 10.9. Subordination of Authori .ty's Rights Under the Agreement.
(a) The Authofity recognizes that the Redeveloper intends to finance the construction of
the Redevelopment Project (the "Construction Loan") and that in order to do so the construction
lender (the "Lender") may require a first pfiofity Mortgage on the Redevelopment Property, or a
portion thereof, which is prior to the Authority's fights under this Agreement. As a condition to
such subordination, the Redeveloper agrees that in connection with the Construction Loan:
(i) The Construction Loan proceeds will be used solely for the design,
development, construction and financing of the Redevelopment Project;
(ii)
The Construction Loan proceeds will be disbursed by a title company
pursuant to a construction loan and disbursing agreement or similar
agreement among the Redeveloper, the Lender and the title company
whereby the title company will coordinate the payment for all work which
may give rise to mechanics' liens;
(iii)
The Authofity shall have the fight to review the Construction Loan
documents to reasonably satisfy itself that sufficient funds are or will be
available to complete construction of the Redevelopment Project.
(b) Upon the Redeveloper's performing the above conditions, the Authofity agrees that
any and all rights of the Authority under this Agreement shall be subordinate to the fights of the
Lender, subject to the exceptions set forth in Subsection 10.10(c) of this Agreement.
The Authority further agrees that at the time of closing of the Construction Loan, it will enter into
subordination agreements, in form and content reasonably acceptable to Lender, fi.om time to time
in accordance with this Section 10.10.
(c) The following shall be exceptions to the Authority's obligation to subordinate its
fights under Subsection 10.10(b) of this Agreement:
(i) Article IX
(ii) Article VIII
(iii) Section 2.2(0)
(iv) Section 2.2(n)
(v) Section 2.2(m)
35
(vi) Section 2.2(1)
(vii) Section 2.2(k)
(viii)Section 2.2(i)
Section 10.10.Provisions Not Merged With Assignment. None of the provisions of this
Agreement are intended to or shall be merged by reason of any assignment transferring any interest
in the Redevelopment Property, or a portion thereof, and any such assignment shall not be deemed
to affect or impair the provisions and covenants of this Agreement.
Section 10.11.No Third Party Beneficiaries. There shall be no third-party beneficiaries to
this Agreement. More specifically, the Authority enters into this Agreement, and the City agrees to
facilitate this Agreement, with the intent that the consummation of the Authority and City
obligations contemplated hereby shall be for the sole and exclusive benefit of the Redeveloper, and
notwithstanding the fact that any other "person" may ultimately participate in or have an interest in
the Redevelopment Project, or any portion thereof, neither the Authority nor the City intends that
any party other than the Redeveloper shall have, as alleged third party beneficiary or otherwise, any
rights or interests hereunder as against the Authority or the City, and no such other party shall have
standing to complain of the Authority's and/or City's exercise of, or alleged failure to exercise,
rights and obligations under this Agreement and/or to complain of the Authority's or City's
performance or alleged lack thereof under this Agreement.
36
IN WITNESS WHEREOF, the Authority and the Redeveloper have each caused this
Agreement to be duly executed in its own name and behalf, intending to be bound thereby, as of
the date first above written.
[The Balance of this Page is Intentionally Left Blank]
37
NEW HOPE ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
And by
Its Executive Director
Date:
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN ) -
On this __ day of ., 2002 before me, a Notary Public, personally
appeared and to
me personally known and who by me duly sworn did say that they are the President and
Executive Director of the New Hope Economic Development Authority, and acknowledged the
foregoing instrument on behalf of said Authority.
Notary Public
Authority Signature Page - Redevelopment Contract
38
NEW HOPE, LLC
By
Its
And By
Its
STATE OF MINNESOTA )
) ss
COUNTY OF )
On this ~ day of ,2002, before me, a Notary Public, appeared
and , to me personally known and who by me
duly sworn did state that they are the and
respectively, of New Hope, LLC, a Minnesota limited liability company, and acknowledged the
foregoing instrument on behalf of said company.
Notary Public
Redeveloper Signature Page - Redevelopment Contract
39
SCHEDULE A
REDEVELOPMENT PROPERTY
See Map Attached as Schedule A-1
40
EXHIBIT 1 TO SCHEDULES A and A-1
CURRENT AHRENS SITE LEGAL DESCRIPTION
[To Be Provided by the Redeveloper]
41
SCHEDULE B
FORM OF CURRENT AHRENS SITE DEED
DEED TAX DUE: $
DEED
THIS INDENTURE, is made this day of ,2002, between the New
Hope Economic Development Authority, a public body corporate and politic under the laws of
Minnesota (the "Grantor"), and New Hope, LLC, a limited liability company organized under
the laws of the State of Minnesota (the "Grantee").
WITNESSETH, that Grantor, in consideration of the sum of One Dollar ($1.00) and other
good and valuable consideration the receipt whereof is hereby acknowledged, does hereby
convey and quit claim to the Grantee, its successors and assigns forever, all the tract or parcel of
land lying and being in the County of Hennepin and State of Minnesota described as follows:
together with all hereditaments and appurtenances belonging thereto, subject to all conditions,
covenants, restrictions and limitations imposed by: (a) the Contract for Private Redevelopment by
and between the Grantor and the Grantee dated as of ,20__ (the "Contract"), and (b) all
other matters of record.
Grantor further states that:
The Grantee has committed to construct certain improvements on said land in accordance
with Section 4.1 of the Contract and the Grantor has a right of re-entry in accordance with
Section 5.3 of the Contract. Title is conveyed hereby subject to the following conditions
subsequent: In the event that Grantee defaults on its obligations in the Contract and fails to
properly cure said default, Grantor may at its option declare a termination of all right, title and
interest conveyed herein and all right, title and interest in the premises described in this Deed
reverts to the Grantor. Upon the performance of Grantee's obligations in the Contract, including
the completion of the improvements, the release of the right of re-entry and reverter shall be
evidenced by the recording of the Certificate of Completion attached as Exhibit 1 to this Deed.
The Grantor certifies that the Grantor does not know of any wells on the described real
property.
42
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its
behalf by its President and its Executive Director on the day and year written above.
NEW HOPE ECONOMIC DEVELOPMENT
AUTHORITY
By:
Its: President
And By:
Its: Executive Director
STATE OF MINNESOTA )
) ss
COUNTY OF HENNEPIN )
On this ~ day of ,2002 before me, a Notary Public, personally appeared
and to me personally known and who by me duly
sworn did say that they are the President and Executive Director, respectively, of the New Hope
Economic Development Authority, and acknowledged the foregoing instrument on behalf of said
Authority.
This instrument was drafted by:
Krass Monroe, P.A. (CMK)
Suite 1100 Southpoint Office Center
1650 West 82nd Street
Minneapolis, MN 55431
(952) 885-5999
Notary Public
Tax Statements for the real property described
in this instrument should be sent to (include
name and address of Grantee):
7400 - 49th Avenue North
New Hope, MN 55428
Attn: John Turner, Sr. Vice President
43
EXHIBIT 1
To
Deed
[Certificate of Completion in Same Form as Schedule E attached to this Agreement]
44
SCHEDULEC
NAVARRE PROPERTY LEGAL DESCRIPTION
[To Be Provided by the Redeveloper]
45
SCHEDULE E
CERTIFICATE OF COMPLETION
WHEREAS, the New Hope Economic Development Authority, a public body corporate
and politic under the laws of the State of Minnesota (the "Grantor"), by a Deed recorded in the
Office of the County Recorder and/or the Registrar of Titles in and for the County of Hennepin
State of Minnesota, as Deed Document Number(s) (the "Deed"), has conveyed to
New Hope, LLC, a limited liability company organized under the laws of the State of Minnesota
(the "Grantee"), the following described land in County of Hennepin and State of Minnesota:
WHEREAS, the Deed contained certain covenants, conditions and restrictions, the breach
of which by the Grantee, its successors and assigns, would result in a forfeiture and right of re-
entry by the Grantor, its successors and assigns, said covenants and restrictions being set forth in
the Deed; and
WHEREAS, the Grantee has performed said covenants, conditions and restrictions
insofar as the Grantee is able and in a manner deemed sufficient by the Grantor to permit the
execution and recording of this certification;
NOW, THEREFORE, this is to certify that all building construction and other physical
improvements specified to be done and made by the Grantee pursuant to the Deed have been
completed and/or caused by the Grantee and this is further to certify that the provisions for
forfeiture of title and right to re-entry for breach of condition subsequent by the Grantor therein
are hereby released absolutely and forever insofar as they apply to the land described in this
certification, and the County Recorder and/or the Registrar of Titles in and for the County of
Hennepin, State of Minnesota is/are hereby authorized to accept for recording and to record this
instrument, and the filing of this instrument shall be a conclusive determination of the
satisfactory termination of the covenants, conditions and restrictions described in the Deed, and
the corresponding covenants, conditions and restrictions appearing in the contract cited therein,
and relating to the land described in this certification, the breach of which covenants, conditions
and/or restrictions would have resulted in a forfeiture and right of re-entry; provided that it is
hereby declared and agreed by the Grantor and the Grantee that any covenants, conditions and
restrictions relating to relating to the insurance, taxes, maintenance, repair and reconstruction of
the "Redevelopment Project", as that term is defined in the contract cited therein, shall remain in
full force and effect until the termination of said contract.
[The Remainder of This Page is Intentionally Left Blank]
47
Dated: ,20__
NEW HOPE ECONOMIC DEVELOPMENT
AUTHORITY
By
Its Chairman
And by
Its Executive Director
STATE OF MINNESOTA )
) ss
COUNTY OF )
On this __ day of ., 20__ before me, a Notary Public,
personally appeared and ., to me
personally known and who by me duly sworn did say that they are the Chairman and Executive
Director, respectively of the New Hope Development Authority, and acknowledged the
foregoing instrument on behalf of said Authority.
Notary Public
48
SCHEDULE F
[Reserved]
49
SCHEDULE G
PUBLIC IMPROVEMENTS RELOCATION
Removal or Relocation of Sewer, Water, Gas, Electric or Other Public Utilities
Street Work, including curb and gutter
Reasonable Legal Expenses and Professional Services Expenses, as related to any above-listed
costs or expenses for Public Improvements Relocation.
SITE PREPARATION/AHRENS ACQUISITION COSTS
Geotechnical/Soils Testing
Grading and Soils Correction, including the import and export of soils
Environmental Testing
Pollution Abatement/Environmental Remediation
Demolition of Improvements
Removal of Trees and Demolition Debris
Other Site Preparation, as reasonably necessary for construction of the Minimum Improvements
Reasonable Legal Expenses and Professional Services Expenses, as related to any above-listed
costs/expenses for Site Preparation..
Land Acquisition and Reasonable Legal Expenses/Professional Services Expenses, in the form of
either (i) the Ahrens Acquisition Costs actually paid by the Redeveloper pursuant to this
Agreement, or (ii) the amount paid by the Redeveloper in connection with acquisition of the
Current Ahrens Site directly from a third party owner. In either case land acquisition costs can
include, but need not be limited to, platting, survey work and title work.
50
SCHEDULE H
FORM OF NOTE
Dated:
,20
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
NEW HOPE ECONOMIC DEVELOPMENT AUTHORITY
LIMITED REVENUE TAX INCREMENT NOTE
The New Hope Economic Development Authority (the "Authority"), hereby
acknowledges itself to be indebted and, for value received, promises to pay to the order of New
Hope, LLC, a Minnesota limited liability company (the "Registered Owner"), or its registered
assigns, solely from the source, to the extent and in the manner hereinafter provided, the
principal amount of this Note, being [insert amount not to exceed $450,000.00] and No/100
Dollars ($. ) (the "Principal Amount"), together with interest thereon from
[insert date of Certificate of Completion] at a rate of seven percent (7%) per annum on the
dates (the "Scheduled Payment Dates") described below and in the amounts (the "Scheduled
Payments") described below.
Scheduled Payments Dates shall be February 1 st and August leach year commencing
1stO .
[insert the later of: (i) the first August 1 after the date of the Certificate of Completion, or (ii)
August 1, 2005, and continuing until August 1,2011].
Upon 30 days' prior written notice from the Authority to the Registered Owner, the
Principal Amount is subject to prepayment at the option of the Authority in whole or in part,
without penalty, at any time.
Each payment on this Note is payable in any coin or currency of the United States of
America which on the date of such payment is legal tender for public and private debts and shall
be made by check or draft made payable to the Registered Owner and mailed to the Registered
Owner at its postal address within the United States which shall be designated from time to time
by the Registered Owner.
This Note is a special and limited obligation and not a general obligation which been
issued by the Authority pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota, including Minnesota Statutes, Section 469.178, Subdivision 4, to aid in
51
financing a "project", as therein defined, of the Authority consisting generally of defraying
certain public redevelopment costs incurred and to be incurred by or on behalf of the Authority
within and for the benefit of its Redevelopment Project No. 1 (the "Project Area").
THIS NOTE IS NOT A GENERAL OBLIGATION OF THE AUTHORITY OR THE
CITY OF NEW HOPE, MINNESOTA (THE "CITY") OR THE STATE OF MINNESOTA
(THE "STATE"), AND NEITHER THE CITY, THE AUTHORITY, THE STATE NOR ANY
POLITICAL SUBDIVISION OF ANY OF THESE ENTITIES SHALL BE LIABLE ON THIS
NOTE, NOR SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES
OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW.
A Scheduled Payment on this Revenue Note due on any Scheduled Payment Date is
payable solely from and only to the extent that the Authority shall have received, as of such
Scheduled Payment Date, "Available Tax Increment" which is defined in the Contract for Private
Redevelopment between the Authority and the Registered Owner dated as of ., 2002
(the "Agreement") as tax increment received by the Authority as of a Scheduled Payment Date
and with respect to the Redevelopment Project, including improvements thereto, as defined in
the Agreement and as described Exhibit 1 attached to and made a part hereof, which non-
contiguous real property is located within the Authority's Tax Increment Financing District No.
02-1.
The Authority shall pay the Available Tax Increment to the Registered Owner on each
Scheduled Payment Date. On August 1,2011, the maturity date of this Note, any unpaid portion
shall be deemed to have been paid in full.
This Note shall not be payable from or constitute a charge upon any funds of the
Authority, and the Authority shall not be subject to any liability hereon or be deemed to have
obligated itself to pay hereon from any funds except the Available Tax Increment, and then only
to the extent and in the manner herein specified.
The Authority makes no representations or covenants, express or implied, that the
revenues described herein will be sufficient to pay, in whole or in part, the amounts which are or
may otherwise become due and payable hereunder.
The Authority's payment obligations hereunder shall be further conditioned on the fact
that there shall not at the time of payment have occurred and be continuing an "Event of
Default", as defined in the Agreement, and, further, if pursuant to the occurrence of an Event of
Default the Authority elects to terminate the Agreement, then the Authority shall have no further
debt or obligation under this Note whatsoever. Reference is hereby made to the provisions of the
Agreement for a fuller statement of the obligations of the Redeveloper and of the rights of the
Authority thereunder, and said provisions of the Agreement are hereby incorporated by reference
52
into this Note to the same extent as if they were set out in full herein. The execution and
delivery of this Note by the Authority, and the acceptance thereof by the Redeveloper, as the
initial Registered Owner hereof, shall conclusively establish this Note as the "Note" required
from the Authority under the Agreement.
The Registered Owner shall never have or be deemed to have the right to compel any
exercise of any taxing power of the Authority, or of any other public body, and neither the
Authority nor any director, commissioner, council member, board member, officer, employee or
agent of the Authority, nor any person executing or registering this Note, shall be liable
personally hereon by reason of the issuance or registration hereof or otherwise.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be
performed precedent to and in the issuance of this Note have been done, have happened, and
have been performed in regular and due form, time, and manner as required by law.
This Note may be assigned, but upon such assignment the assignor shall promptly notify
the Executive Director of the Authority at the offices of the Authority, by registered or certified
mail, and the assignee shall surrender this Note to the Authority either: (i) in exchange for a new
fully registered note or (ii) for transfer of this Note on the registration records for the Note then
maintained by the Authority. Each such assignee shall take this Note subject to the foregoing
condition and also subject to all provisions stated or referenced herein.
The Authority has elected to issue this Note as a non-tax exempt obligation and
accordingly does not anticipate that the interest on this Note is or will be generally exempt from
federal or state income taxes, and the Authority makes no representation or covenant with
respect to any such exemption.
IN WITNESS WHEREOF, the Authority has caused this Note to be executed by the
manual signatures of its Chairman and Executive Director and has caused this Note to be dated
,20
Chairman
This instrument was drafted by:
Krass Monroe, P.A.
Suite 1100 Southpoint Office Center
1650 West 82nd Street
Bloomington, Minnesota 55431
(952) 885-5999
Executive Director
53
CERTIFICATE OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued on
,20 , was on said date registered in the name of ., a
Minnesota , and that, at the request of said Registered Owner of this
Note, the undersigned has this day registered this Note as to principal and interest on the Note in
the name of such Registered Owner, as indicated in the registration blank below, on the books
kept by the undersigned for such purposes.
Name of
Registered Owner
Date of
Registration
Signature of
Executive Director
,20
54
SCHEDULE I
USE CERTIFICATE
[To Be Provided by Authority - criteria will include a pledge that on the Redevelopment
Property no more than 15% of the buildings on the site will be used for purposes other than:
the manufacturing or production of tangible personal property,
including processing resulting in the change in condition of the
property;
(2)
warehousing, storage, and distribution of tangible personal
property, excluding retail sales;
(3)
research and development related to the activities listed in clause
(1) or (2);
(4)
telemarketing if that activity is the exclusive use of the property;
tourism facilities;
(6)
qualified border retail facilities; or
(7)
space necessary for and related to the activities listed in clauses (1) to
(6)]
G:\WPDATA~!~NEW HOPE\08~)OC\REDEVELOPMENT CONTRACT ! 1-07-02 CLEAN. DOC
56
EDA
R QU ST FOR ACTION
Originating Department Approved for Agenda Agenda Section
Community Development 10-28-02 EDA
Item No.
By: Kirk McDonald By:
UPDATE ON NAVARRE PROJECT AND DISCUSS REVISED TERMS OF AGREEMENT
REQUESTED ACTION
For the last several weeks, staff and the financial consultant have been meeting and negotiating with Navarre
Corporation regarding its expansion project and city financial assistance. Revised terms of agreement have
been prepared and are attached. Staff and the financial consultant request to discuss the revised terms with
the EDA.
POLICY/PAST PRACTICE
The EDA has provided financial assistance to companies for major expansions in the past to promote
economic development and business retention in the City.
BACKGROUND
At the September 9 Council and EDA meetings, the Council and EDA approved a number of agreements
regarding the Navarre expansion/Ahrens Trucking relocation projects. As the Council is aware, since that time
the bids came in very high on the Ahrens Trucking relocation project. Staff and financial consultant have been
coordinating with Navarre Corporation in the interim to determine if it is possible for its portion of the project to
proceed. Revised terms of agreement have been agreed to by Navarre Corporation, and staff and financial
consultant request to review these revised terms with the EDA. Jim Casserly from Krass Monroe will be
~resent at the EDA meeting.
ATTACHMENTS
· Revised Term Sheet
MOTION BY SECOND BY
TO:
10/25/02 FR! 10:57 FA.[ 952 885 5969 J[AASS ~0~0~ ~uu;
KRASS MONROE,
ATTORNEYS AT
.lames ~ Casserly, Esq.
Vo~.e Mail (952) 885-129fi
P,A.
LAW
MEMORANDUM'
City of New Hope
At'tn:Kirk McDonald, Comm. Dev. Dir.
Attn: Daniel Donahue, City Manager
Attn: Daw Sulander, Finance Director
From: James R. Cassedy, Esq.
Date: October 25, 2002
Re:
New Hope: Navarre - Term Sheet dated October 21, 2002
Our File No. 10048-8
Attached is a Term Sheet which reflects the recent negotiations between Navarre and
the City. Bob Glasgow has informed me that Navarre has agreed to the provisions
contained in this Term Sheet.
The differences between terms in the Development Agreement approved by the City on
September 9, 2002 and this Term Sheet are as follows:
1. ~. The City property will not be conveyed to Navarre for
construction of a new Ahrens trucking facility. The City/EDA will continue
in their efforts to sell the property.
2. ~Ahrens Trucidn~q. Navarre will not construct a new Ahrens trucldng facility.
Navarre is continuing its efforts to acquire the Ahrens property, ff Navarre
is not successful, then the EDA will proceed with an eminent domain
proceeding to acquire the Property.
3. ~. The EDA Js no longer conveying the City Property to Navarre.
Navarre will either purchase the Ahrens trucldng Property site or will
advance all funds necessary to do so to the F_DA. Navarre (the actual
SUITE 1100 SOUTHI=OINT OFFICE CENTER. 1650 WE~r ~2ND STREET
' MINNEN~$, MWNES
TELEPHONE 952/~6999 · FAC$1MILE g52/885.~ OrA ,~4~1-1447
10/25/02 Fi,]: 10:58 FA/ 952 885 5969
redeveloper is New Hope LLC) will receive a revenue note for agreed
upon expenses but only after it has completed construction of the
expanded Navarre facility.
Revenue Note Payments. Tax increment will be pledged for the payment
of the revenue note through June 1,2011. Because of the reduced market
value (the new Ahrens trucking facility will not be built on the City property),
the full principal of $450,000 is not estimated to be actually paid until
December 1, 2011. However, Navarre has agreed to the June 1, 2011
payment date which is estimated to provide a principal amount of
$425,000. A cash flow illustrating the current transaction is attached.
Column 0) on page 3 shows the principal being paid through June 1,2011.
The EDA will receive the remaining revenues generated by the TIF district.
/f the City/EDA approves the Term Sheet, then a revised contract for redevelopment will
be prepared and will be submitted to the EDA for/ts approval.
JRC/trg
Attachments
cc: Jensen & Sondrall, P.A.
Attn: Steve Sondrall, Esq.
Glasgow Advisory Services, Inc.
A/tn; Robert R. Glasgow, President
Winthrop & Weinstein
Attn: Jon L. Peterson, Esq.
Krass Monroe, P.A.
Attn: Clarissa M. Klug, Esq.
G,'~WPDATAW~NE'W HOPE~C~:3~L~ SULANDER JRC 03.DOC
· Page 2
· 10/25/02 FR! 10:58 FAX 952 885 5969
TE Rlvl SHEET
Navarre
(October 21,2002)
Redeveloper:
City:
New Hope LLC, a limited liability company.
City o£Ncw Hope, Minneso .ta.
EDA:
Redevelopment Property:
Redeveloper's Property:
Ahrens Trucking Property:
~um Improvements:
Timing:
Redevelopment Costs:
New Hope Economic Development Authority.
The Redevelopcr's Property, and A.hrens Trucking Property.
The approximately 4.7 acres shown on the attached Site Plan and
currently owned by the Redeveloper or Navarre Corporation.
The approximately 1.0 acres shown on the attached Site Plan and
currently owned by Ahr~us Trucking.
The Redeveloper shall construct or cause to be constructed the
following minimum improvements to the Redevelopment 'Property:
A warehouse of approximately 100,000 square fcct on the
Red~'eloper's property and Ahrems Truck/ag Property to
accommodate the expansion of Navarre Corporation.
Navarre War~house: Begin on or about April 1, 2003;
Complete on or about December 1, 2003
The Redeveloper ahall pay for all environmental remediation, site
Preparation '.mcludi~ soil corr~ztion, public
demolition, rmoeati
on, plat and plat amendment, survey, PUD and
other development costs. This includes the utility relocation costs
needed t'or construction of the Navarre warehouse. In the evellt
environmental remediation is required, the City will diligently
pursue any eligible programs for reimbursement of such costs.
The Redeveloper shall also pay for all EDA/City costs associated
with the acquisition and relocation of the Ahrens Trucking
10/25/02 FRI 10:$6 FA/ 952 665 5969 ERASS ~0N~0B ~uu~
Revenue Note:
To defray the Redevelopment Costs thc EDA will issue a Revenue
Note to the Redeveloper in the amount not to exceed $200,000 plus
thc cost of relocating thc utilities on thc Redevelopment Property
in an amount not to exceed $250,000 for a total principal amount
of the Rcvemte Notc not to exceed $450,000. Thc Revenue Note
shall be paid' fi-om tax increment generated through .Iune 1, 2011
by thc Minimum Improvements on the R,edevclopment Property.
Security:
In the event thc use of ~nincnt domain is n~cessary for thc
acquisition of thc Ahrens Trucking Property, the FDA shall
proceed under thc following conditions:
1. The required public purpose findin~ must be made.
Eminent domain proceedings would not begin until the
Redeveloper had made a deposit of $25,000 to cover
legal, appraisal, etc. expenses.
At thc time a deposit is required with the court, eminent
domain procccdin~ will continue only upon thc
Rcdcvc]oper's deposit of a sum equal to 120% o£ thc
EDA's total estimated acquisition costs, including
relocation costs, less the amount already advanced by
the l~devcloper.
Ail eminent domain and relocation expenses would be
the Red~veloper's responsibihty regardless of whether
the proceedings arc successful.
This Term Sheet outlines the terms under which the parties are willing to enter into a Contract
for Private Redevelopment, which will fiallow the same format as the dra~ Contract dated
August 29, 2002, but does not constitute an offer or acceptance on either party's part. All fights
and obligations with respect to the Redevelopment Property shall only be as provided for in a
Contract for Private Redevelopment approved by the City Council and the Redeveloper.
Attachment
O:\WPDATA~,CU, qGW HO.P.Ii~)~d}OCATJ~M $ii~r'l' ~9-02
2
10/25/02 Fit! 10:59 F,~ 952 885
5969
CITY OF NEW HOPE
Navarre Expansion
ASSUMPTIONS
Original Market Values
Navarre
I Navarre Parldng lot 08.118-21-24-0005
2 Ahrens Trucking 06-116-21-23-0006
30uUot 08-118-21-23-0008
Totals
Original Tax Capacity
Navarre warehouse
<= 150,000 1.50%
> 150,000 2.00%
Area of Parcel 1/2/2001 Market Value (Pay 2002)
(Acres) (Sq. Feet) Land Building
Total
7550 49~Ave. 0.g8 42,675 108,000 . 108,000
7600 49~ Ave. 1.00 43,570 109,000 42,000 151,000
3.73 162,280 186,000 . 186.000
5.71 248,525 $ 403,D00 $ 42,000 $ 445.000
1.62-'p-er sq. fL of Land
8,150
Estimated Market Value
Navarre warehouse
Estimated Tax Capacity
Navaffe wareho~se
<= 150,000 1.50%
> 150,000 2.00%
108,000 sq. fL{~ $
50.00 per sq. ft. = 5,400,000
107,250
5,400,000
107,250
Estimated Taxes
Navarre warehouse
108,000 sq. E~ $
Estimated Tax Increment - Annual
1.g8
Phasing
Navarre warehouse
Built in 2003
Local Tax Rate, Pay 2002 1.41880 *
State Tax Rate - Pay 2002 estimate 0.57933
Combined Tax Rate - C/I Property Only 1.99813
· used for tax increment calculations -
Admin Fees
State Auditor Fee
Inflation (after 2 yrs of full value)
PV Rate. Rev. Note 12/1/2003
PV Rate - City 12/1/2003
Fiscal Disparities Rate
10.00%
0.360%
2.50%
7.00%
5.00%
33.0365%
per sq. ft. =
(C/! only)
214.299
214,299
93,811
43.6% of total taxes p
10/25/02
885 5969 ]~.~S$ MONROE
CITY OF NEW HOPE
Navarre Expansion
CASH FLOW AND PRESENT VALUE ANALYSIS
Date
< ANNUAL
(b) (c)
Original Estimated
Tax Tax
Capacity Capacity
(see assumptions)
2.5% Inflation
06/01/02 8,150 8,150
12/01/02 8,150 8,150
06/01103 8,150 8,150
12/01/03 8,150 8,150
1 06/01/04 8,150 107,250
12/01/04 8,150 107,250
2 06/01/05 8,150 107,250
12/01/05 8,150 107,250
3 06/01/06 8,150 109,931
12/01/06 8,150 109,931
4 06/01/07 8.150 112.680
12/01/07 8,150 112.680
5 06/01/08 8.150 115,497
12/01/08 8,150 115,497
6 06/01/09 8,150 118,384
12/01/09 8,150 118,384
7 06/01/10 8.150 121,344
12/01/10 8,150 121,344
8 06/01/11 8,150 124,377
12101/11 8,150 124,377
9 06/01/12 8,150 127,487
12/01/12 6,150 127,487
,>
(d) (e) (f) (g)
Captured Adjusted Est. T.I.
Tax Fiscal Captured (f) x
Capacity Disparities Tax Cap. 1.4168
(c)- (b) (d) x (d)- (e) St. Aud. Fee
(prev. year) 33.0385% 0.360%
SEMI - ANNUAL ~~ >
(h) (i) O)
Less: Available Cumulative
Admin Tax Avail. Tax
Fees Increment Increment
(g) x (g)- (h) Total of (i)
10.00%
0 0 0 0 0 0
0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
99,100 (32,741) 66,359 46,905 4,691 42,215 42,215
99,100 (32.741) 66.359 46,905 4,691 42.215 84.430
99,100 (32.741) 66,359 46,905 4,691 42.215 126.645
99,100 (32,741) 66,359 46.905 4,691 42.215 168.860
101.781 (33,627) 68,154 48,175 4.817 43.357 212.217
101.781 (33.627) 68.154 48,175 4.817 43,357 255.574
104,530 (34,535) 69,995 49,475 4,948 44,528 300,102
104,530 (34,535) 69,995 49,475 4,948 44,528 344,630
107,347 (35.466) 71,881 50.809 5,081 45,728 390,358
107,347 (35.466) 71,881 50,809 5,081 45,728 436.085
110,234 (36,420} 73,814 52,175 5,218 46,958 483,043
110.234 (36.420) 73,814 52,175 5,218 46,958 530.001
113,194 (37,397) 75,796 53,576 5,358 48,219 578,220
113,194 (37,397) 75,796 53,576 5,358 48,219 626,438
116,227 (38,400) 77,827 55,012 5,501 49,511 675.949
116,227 (38,400) 77,827 55,012 5,501 49,511 725,460
806,066 80,607 725,460 725,460
10/25/02 Eli! 10:59 FA[
Available
Tax
Increment
Date (from Cash
Flow
Analysis)
CITY OF NEW HOPE
Navarre Expansion
PRESENT VALUE ANALYSIS FOR CITY AND REVENUE NOTE
Available
For
Revenue
Note
(b) x
100.00%
Cd) (e) (f) (g)
P.V. Available P.V. Rate
Semiannual Cumula For Semiannual Cumulative
Balance Balance Authority Balance Balance
P.V. of (c) Total of {d) (b). (c) P.V. of (0 Total of (.q)
7.00% 0.00% 5.00%
06101/02 0 O
12/01/02 0 0
06/01/03 0 0
12/01103 0 0
1 06101/04 0 0
12/01/04 O 0
2 06101105 42,215 42,215
12/01/05 42,215 42,215
3 06/01/06 42.215 42,215
12/01/06 42,215 42,215
4 05/01/07 43,357 43.357
12/01/07 43,357 43,357
5 06/01108 44,528 44.528
12/01/08 44,528 44,528
6 06101109 45.728 4.%728
12/01/09 45,728 45,728
7 06/01/10 46,958 46,958
12/01/10 46,958 45,958
8 06/01/11 48.219 48,219
-__725,460 578.220 425,390
Utility ReJocetion Costs
Ahrens' Trucking Casts
Total Revenue Note
Total
Semiannual
Balance
(d) + (g)
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0
0 0 0 0 0 0
0 0 0 0 0 0
O 0 0 O 0 O
38,075 38,075 0 O 0 38,075
36,788 74,863 0 0 0 36,788
35,544 110,407 0 0 0 35,544
34,342 144,749 0 0 0 34,342
34,078 178.827 0 0 0 34,078
32,926 211,753 0 0 O 32.926
32,671 244,425 0 0 0 32.671
31.567 275,991 0 0 0 31,567
31.321 307.312 0 0 0 31.321
30.262 337,574 0 0 D 30.262
30,025 367,599 0 0 0 30.025
29,010 395,609 0 O O 29,010
28,781 425,390 0 0 0 28,781
0 32,481
0 425,390 49,511 32.538 65.019 32.538
0 425,390 49,511 31.745 96,764 31,745
425 147,240 96.764 95.764 522,154
250,000
200,000
_ 450.000
0)
Total
Cumul;
Balance
(e) +
0 0
0 0
O 0
0
0
0
38,075
74,863
110,407
144.749
178.827
211,753
244,425
275.991
307,312
337.574
367,599
395,609
425,390
4g0,410
522,154
522,154
0
Navarre Expansion 2.xls
Prepared by K~ass Monroe, P.A.
FIJi 1o:$8 FA~
952 &~$ 5969 I~SS NO~O~
CITY. OF NEW HOPE
Navarre Expansion
TAX INCREMENT REVENUE NOTE
Principal Amount
Interest Rate
Number of Payments
Payment Amount
Interest Start Date
Term of Note
450,000
7.0O%
15 semi-annual payments
Available Tax Increment
12/01/03
7.5 years
2
4
5
7
8
Date
12/01/03
06/01/04
12/01/04
06/01/05
12/01/05
06/01/06
12/01/06
06/01/07
12/01/07
06101108
12/01/08
06101109
1 2/01/09
06/01/10
12/01/10
06/01/11
Capitalized
Interest
Payment Interest Principal
Balance
450.000
15,750 0 0 465,750
16.301 0 0 482,051
0 42.215 16,872 25.343 456.708
0 42,215 15,985 26,230 430,478
0 42.215 15,067 27.148 403.330
0 42.215 14,117 28.098 375.231
0 43.357 13,133 30,224 345,007
0 43,357 12,075 31.282 313,725
0 44.528 10,980 33,547 280,178
0 44.528 9.806 34.722 245.456
0 45.728 8,591 37.137 208.320
0 45,728 7.291 38.437 169,883
0 46.958 5.946 41,012 128.871
0 46.958 4.510 42,447 86.424
0 48.219 3,025 45,194 41.230
578,220
0
137,398 440,821
32,051
Navarre Expansion 2.xls
Prepared by Krass Monroe, P.A. 10/16/2002