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HomeMy WebLinkAbout2001.01.09 PACKET } Secretary • CITY OF COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY AGENDA TUESDAY, JANUARY 9, 2001 7:30 A.M. • 1. Call to Order 2. Roll Call 3. Approval of December 12, 2000 Minutes 4. Business Items A. Public Hearing: Business Subsidies for Advance Corporation. B. Public Hearing: Business Subsidies for Tradehome Shoes. C. Project Updates. D. 2001 Annual Business Breakfast. E. EDA and Staff Vacancies. 5. Miscellaneous Business Items 6. Adjourn Next Meeting Date: February 13, 2000. Documentl City of Cottage Grove • Memo To: Economic Development Authority Members 19 From: Michelle A. Wolfe, Assistant City Administrator Date: 01/05/01 Re: Public Hearing: Business Subsidies for Advance Corporation Item 4A BACKGROUND The City Council approved a Letter of Intent with Advance Corporation on October 18, 2000, and approved the issuance of Industrial Revenue Bonds on December 6, 2000. In order to proceed with the project, it is necessary to hold a public hearing on the • business subsidies. The amount of the business subsidy is outlined in the attached Development Agreement, which was approved by the City Council at the December 20, 2000 regular meeting. At this same meeting, the City Council also approved the business subsides for the project. ACTION The EDA should open the Public Hearing. The notice was duly published on January 5, 2001, in the Washington County Bulletin. Once the Public Hearing is concluded, the EDA should act on the attached resolution approving business subsides for this project. Attachments • F:\GROUPS\PER_ECON\Economic Development\EDA Memos\2001\Jan 01 Subsidy Advance.doc ■ difference between the two numbers goes to administrative expenses borne by the City • and the fiscal disparities pool from which the City of Cottage Grove gains a contribution. The economic development district has a seven-year life remaining. Increments generated off these two projects are projected to be sufficient to pay for municipal expenses incurred in facilitation of these projects. Land acquisition for the parcels is at $0.85/square foot with an additional cost of$0.15/square foot transferred out of closing proceeds to reimburse the City for benefit assessments from past public improvements. An additional $0.65/square foot is allocated toward area charges and apportioned improvements currently underway in order to make the sites developable. Development Agreements for these two projects as included under separate cover. Council Action: 1) By motion approve the development agreement with Trade Home Shoe Stores, Inc. 2) By motion approve the development agreement with Advance Corporation 3) By motion approve the Business Subsidies Resolution regarding Tradehome 4) By motion approve the Business Subsidies Resolution regarding Advance • IN • RESOLUTION NO. 00-XX RESOLUTION CALLING FOR APPROVING BUSINESS SUBSIDIES TO A PROJECT REPRESENTED BY ADVANCE CORPORATION, INC. WHEREAS, Advance Corporation, Inc. is interested in relocating to Cottage Grove; and WHEREAS, plans call for the Advance Corporation, Inc. project to relocate within the proposed Tax Increment Financing District No. 1-11; and WHEREAS, The Cottage Grove City Council held a public hearing on the adoption of Tax Increment Financing District No. 1-11, and approved the creation of Tax Increment Financing District No. 1-11 on August 16, 2000 in accordance with Minnesota Statutes, Sections 469.124 through 469.134, and Minnesota Statutes, Sections 469.174 through 469.179; and WHEREAS, awarding business subsidies associated with Tax Increment Financing District 1-11 for the Advance Corporation, Inc. project is consistent with the City of Cottage Grove's Criteria for Awarding Business Subsidies, as adopted by Resolution No. 99-204.1, in accordance with Minnesota Statutes, • Sections 116J.993 through 116J.995, as amended; and NOW THEREFORE BE IT RESOLVED, the City Council of the City of Cottage Grove, County of Washington, State of Minnesota, approves awarding business subsidies associated with Tax Increment Financing District No. 1-11 for the Advance Corporation, Inc. project. Passed this 20th day of December 2000. John D. Denzer, Mayor Attest: Caron M. Stransky, City Clerk • • DRAFT • 11.29.00 CONTRACT FOR PRIVATE DEVELOPMENT By and Between • COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY and ADVANCE CORPORATION,INC. This document drafted by: KENNEDY & GRAVEN, CHARTERED 470 Pillsbury Center Minneapolis, MN 55402 (612) 337-9300 • RHs-189782v2 CT165-14 TABLE OF CONTENTS PAGE PREAMBLE 1 ARTICLE I Definitions Section 1.1. Definitions 1 Section 1.2. Exhibits 3 Section 1.3. Rules of Interpretation 4 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority 4 Section 2.2. Representations and Warranties by the Developer 4 ARTICLE III Conveyance of Development Property; Public Improvements • Section 3.1. Conveyance of the Development Property 5 Section 3.2. Condition of Title 6 Section 3.3. Financing 6 Section 3.4. Testing 6 Section 3.5. Conditions Precedent to Conveyance 7 Section 3.6. Closing; Delivery and Recording 7 Section 3.7. Improvements to Property; Plat 8 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements 8 Section 4.2. Construction Plans 8 Section 4.3. Commencement and Completion of Construction 9 Section 4.4. Certificate of Completion and Release of Forfeiture 9 Section 4.5 Reconstruction of Improvements 10 ARTICLE V Business Subsidy Act Requirements Section 5.1. Compliance with Business Subsidy Provisions 10 Section 5.2. Job and Wage Goals • 11 Section 5.3. Remedies 11 • Section 5.4. Reports 12 RHB-189782v2 i CT165-14 • ARTICLE VI Insurance Section 6.1. Required Insurance 12 Section 6.2 Evidence of Insurance 13 ARTICLE VII Collection of Taxes;Assessment Agreement; Reimbursement of Increment Section 7.1. Taxes 14 Section 7.2. Assessment Agreement 15 Section 7.3 Right to Collect Delinquent Taxes 15 Section 7.4 Use of Tax Increments 15 Section 7.5. Reimbursement of Tax Increment 16 ARTICLE VIII Prohibition Against Sale;Encumbrances Section 8.1 Prohibition Against Sale of Minimum Improvements 16 Section 8.2 Limitation Upon Encumbrance of Development Property 16 • ARTICLE IX Events of Default Section 9.1. Events of Default Defined 17 Section 9.2. Remedies on Default 17 Section 9.3. Revesting Interest in the Authority Upon Happening of Event of Default Subsequent to Conveyance to Developer 18 Section 9.4. No Remedy Exclusive 19 Section 9.5. No Additional Waiver Implied by One Waiver 19 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests;Representatives Not Individually Liable 19 Section 10.2. Equal Employment Opportunity 20 Section 10.3. Restrictions on Use 20 Section 10.4. Provisions Not Merged With Deed 20 Section 10.5. Notices and Demands 20 Section 10.6. Counterparts 20 Section 10.7. Disclaimer of Relationships 20 • RHB-189782v2 it CT165-14 S TESTIMONIUM 21 SIGNATURES 21 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY EXHIBIT B FORM OF QUIT CLAIM DEED EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS EXHIBIT D FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE EXHIBIT E FORM OF ASSESSMENT AGREEMENT EXHIBIT F PRELIMINARY PLAT OF • nriv-16 782v2 CT165-14 • CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made this day of , 2000, by and between the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 7516 80th Street South, Cottage Grove, Minnesota 55016-3195 (the "Authority") and Advance Corporation, Inc., a Minnesota corporation, having its principal office at 327 East York Avenue, St. Paul,Minnesota 55101-4039 (the"Developer"). WITNESSETH: WHEREAS, the Authority created Development District No. 1 (the "Development District") and adopted a program (the "Program") for it, all in conformance with Minnesota Statutes, Sections 469.124 through 469.134, the Authority Development Districts Act (the "Act"); and WHEREAS, the Authority has established tax increment fmancing district No. 1-10 ("TIF District No. 1-10") and has adopted a tax increment financing(the"TIF Plan")related thereto; and WHEREAS, in order to achieve the objectives of the Program and the TIF Plan, the Authority is prepared to write down the cost of the Development Property, as hereinafter defined, • construct certain public improvements and perform certain site improvements benefiting the Development Property and otherwise assist the Developer in order to bring about development of the Development Property in accordance with the Program, the TIF Plan and this Agreement; and WHEREAS, the-Authority believes that the development of land within TIF District No. 1- 10 pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of Cottage Grove and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the Development District has been undertaken. NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained herein, the Authority and the Developer hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: "Act"means the Authority Development Districts Act,Minnesota Statutes, sections 469.124 • through 469.134, as amended. RIP-189182v2 1 CT!65-1'1 • "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Assessment Agreement"means the agreement, in the form contained in Exhibit E attached hereto, among the Developer, the Authority and the Assessor and entered into pursuant to Article VII of this Agreement, which establishes a Minimum Market Value for the Development Property and the Minimum Improvements. "Assessor"means the assessor for Washington County,Minnesota. "Authority"means the Cottage Grove Economic Development Authority. "Business Subsidy Act"means Minnesota Statutes, sections 116J.993 through 116J.995 (the "Business Subsidy Act"). "Certificate of Completion and Release of Forfeiture" means the certificate, in the form contained in Exhibit D attached hereto,which will be provided to the Developer pursuant to Article IV of this Agreement. "City" means the city of Cottage Grove, a municipal corporation under the laws of Minnesota. • Construction Plans"means the final plansImprovements for construction of the Minimum Im rovements to be submitted by the Developer and approved by the Authority. "County"means Washington County,Minnesota. "Developer"means Advance Corporation,Inc., a Minnesota corporation. "Development Property"means the real property upon which the Minimum Improvements will be constructed, which property is legally described in Exhibit A attached hereto. "Development Property Deed" means the quit claim deed in the form attached hereto as Exhibit B,by which the Authority will convey the Development Property to the Developer. "EDA Act"or"Economic Development Authority Act"means Minnesota Statutes, sections 469.090 through 469.1081, as amended. "Event of Default"means an action by the Developer or the Authority listed in Article IX of this Agreement. "Minimum Improvements" means a manufacturing facility containing approximately 44,000 square feet constructed in accordance with the Construction Plans submitted to and approved • by the Authority. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements. RHB-1 R9782v2 2 CT165-14 • Minimum Market Value" means a market value for real estate taxPmP oses of at least $ with respect to the Development Property and Minimum Improvements as of January 2, 2002 for taxes payable beginning in 2003 through the Termination Date. "Preliminary Plans" means, collectively, the plans, drawings and specifications for the construction of the Minimum Improvements which are listed on Exhibit C attached hereto. "Sale" means any sale, conveyance, lease, exchange, forfeiture other transfer of the Developer's interest in the Minimum Improvements or the Development Property, whether voluntary or involuntary. "State"means the state of Minnesota. "Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, sections 469.174 through 469.179,as amended. "Tax Increment Financing District"or"TIF District"means the Authority's TIF District No. 1-10. "Tax Increment Financing Plan" or "TIF Plan" means the tax increment plan for TIF District No. 1-10. "Tax Official" means the Assessor, County auditor, County or State board of equalization, • the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State supreme court. "Termination Date"means the date the TIF District terminates,which is expected to be nine years after receipt of the first increment or 11 years after the date of approval of the TIF Plan, whichever occurs first. "Unavoidable Delays" means delays which are the direct result of unanticipated adverse weather conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the Authority reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements. Section 1.2. Exhibits. The follcwing exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal description of the Development Property Exhibit B. Form of Quit Claim Deed Exhibit C. List of Preliminary Plan Documents Exhibit D. Form of Certificate of Completion and Release of Forfeiture • Exhibit E. Form of Assessment Agreement Exhibit F. Preliminary Plat of RHB-189782v2 3 f • Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts,articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. The Authority makes the following • representations as the basis for the undertakings on its part herein contained: (a) The Authority is a public body corporate and politic under the laws of Minnesota. The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements and documents on behalf of the Authority have the authority to do so and to bind the Authority by their actions. (c) Development District No. 1 is a development district within the meaning of the Act and was created, adopted and approved in accordance with the terms of the Act. (d) TIF District No. 1-10 is an economic development tax increment financing district within the meaning of the TIF Act. (e) The Authority has received no notice or communication from any local, State or federal official that the activities of the Developer or the Authority in the Development District may be or will be in violation of any environmental law or regulation. The Authority is aware of no facts the existence of which would cause it to be in violation of any local, State or federal environmental law,regulation or review procedure. Section 2.2. Representations and Warranties by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained: . (a) The Developer is a Minnesota corporation, duly organized and in good standing under the laws of Minnesota and is not in violation of any provisions of its articles of incorporation F.Hf3-!89782v2 4 CT1 G5-l4 or by-laws. The Developer has the power to enter into this Agreement and carry out its obligations IP hereunder. The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. (b) In the event the Development Property is conveyed to the Developer, the Developer will construct, operate and maintain the Minimum Improvements on the Development Property in substantial accordance with the terms of this Agreement, the Program, the TIF Plan, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental,zoning,building code and public health laws and regulations. (c) The Developer will apply for and use its best efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, the requirements of all applicable local, State and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or used for their intended purpose. (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions orprovisions or anyrestriction or anyevidence of indebtedness,b dness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Developer would not be willing to construct the Minimum Improvements but • for the commitment by the Authority to grant the financial assistance outlined in this Agreement and the use of tax increment for such assistance is essential to the Developer's ability to carry out its obligations under this Agreement. ARTICLE III Conveyance of Development Property; Public Improvements Section 3.1. Conveyance of the Development Property. In order to facilitate the financial feasibility of the development of the Development Property and in consideration of the Developer's fulfillment of its covenants and obligations under this Agreement to construct the Minimum Improvements, and subject to the conditions precedent to closing outlined in Section 3.5 of this Agreement, the Authority agrees to sell the Development Property to the Developer for $210,632. The Development Property is legally described in Exhibit A attached hereto. The Authority agrees to convey title and possession of the Development Property to the Developer by quit claim deed in the form attached hereto as Exhibit B. The Authority shall arrange for the payment of all levied or pending special assessments prior to closing. The Developer and the Authority agree to pro rate as of the date of closing any real property taxes for the Development Property payable in the year of closing. The Developer agrees to pay all real estate taxes payable with regard to the Development Property in the years after closing. The conveyance of the Development Property and the Developer's use of the Development Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement, the Assessment Agreement and the R iBG-is37S2v2 5 CT:65-1 -1 • • Development Property Deed. The conveyance of title to the Development Property and the Developer's use of the Development Property shall also be subject to the building and zoning laws and ordinances and all other City, State and federal laws and regulation. Section 3.2. Condition of Title. Within thirty (30) days of the date of this Agreement, the Authority agrees to submit to the Developer a commitment for title insurance regarding the Development Property. The Developer shall have twenty (20) days after delivery of the commitment to examine same and to make any objections concerning the condition of title regarding the Development Property. Objections to the condition of title shall be made in writing and addressed to the Authority. Failure on the part of the Developer to make objections within twenty (20) days shall constitute a waiver of same and of the Developer's right to object to the condition of title. If the Developer provides written objections to title, the Authority shall have forty-five (45) days thereafter to cure the defects cited by the Developer or to inform the Developer in writing that the Authority cannot or will not cure said defects. If there are no defects in title to which the Developer objects in writing or the Developer fails to object in a timely manner or if the Authority cures the defects within the prescribed period,the parties will proceed to closing. If there are defects in title to which the Developer has objected in a timely manner and which the Authority cannot or will not cure, the Developer may terminate this Agreement at its option within ten (10) days of notice from the Authority of its inability or unwillingness to cure. The Authority shall have no obligation to cure any defects in the title of the Development Property. If the Developer chooses to terminate this Agreement pursuant to this Section 3.2, the Developer agrees to execute a quit claim deed regarding the Development Property in favor of the Authority. Thereafter the parties • shall have no further obligation towards one another with regard to this Agreement or the Development Property. The Developer may also choose to proceed to closing on the Development Property and take title subject to the defect. Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the time periods set forth herein for receipt of a commitment for title insurance and objection to title defects, such action shall be deemed to be a waiver by the Developer of its right to examine and object to the condition of title or the Development Property. Section. 3.3. Financing. Before conveyance of the Development Property by the Authority, the Developer agrees to submit to the Authority evidence of a commitment for financing which is adequate, in the Authority's sole opinion,for the construction of the Minimum Improvements. If the Authority finds that the financing complies with the terms of this Section 3.3 and is sufficiently committed and adequate in amount to provide for the construction of the Minimum Improvements, the Authority shall notify the Developer in writing of its approval. Such approval shall not be unreasonably withheld. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection and the Developer shall have 30 days thereafter to submit a commitment for additional or alternate financing acceptable to the Authority. If the Developer fails to submit a commitment for financing acceptable to the Authority within said period of time or any additional period to which the Authority may agree, the Authority may notify the Developer of its failure to comply with the requirement of this Section 3.3 and may terminate this Agreement at its sole discretion. • Section 3.4. Testing. After execution of this Agreement and within thirty (30) days thereafter, the Developer may notify the Authority of its desire to undertake tests and inspections of RHs-189782v2 6 CT165-14 the Development Property regarding the presence of pollution, contamination or hazardous • substances on the Development Property and the suitability of the soils for the Developer's intended purposes. In the event that the Developer, following such tests and inspections, determines in its sole judgment that the condition of the Development Property is unsuitable for construction of the Minimum Improvements,the Developer may terminate this Agreement and return the Development Property to its condition prior to undertaking such tests and inspections. Regardless of whether the Developer avails itself of the right to conduct tests and inspections on the Development Property pursuant to this Section 3.4, after closing the Authority shall have no obligation or liability to the Developer for any unsuitability with respect to the soil conditions or the presence of any pollution, contamination or hazardous substances on the Development Property. Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the period of time allowed in this Section 3.4 for testing, such action shall be deemed to be a waiver by the Developer of its right to test on the Development Property. Section 3.5. Conditions Precedent to Conveyance. Notwithstanding anything herein to the contrary,the Authority shall not be obligated to convey the Development Property to the Developer until the following conditions precedent have been satisfied: (1) The Developer has submitted a commitment or other evidence of financing which is adequate, in the Authority's sole discretion, to fully finance construction of the Minimum Improvements; (2) The Developer has submitted and the Authority has approved the 1111 Construction Plans; (3) The Developer has executed the Assessment Agreement in the form attached hereto as Exhibit E; and (4) There has been no Event of Default on the part of the Developer which has not been cured. Section 3.6. Closing; Delivery and Recording. Subject to the substantial satisfaction of all of the terms and conditions contained in this Agreement which must be satisfied prior to the Authority's conveyance of the Development Property to the Developer, the Authority shall execute and deliver the Development Property Deed to the Developer at closing. Closing shall occur on February 22, 2001 or as soon thereafter as reasonably practicable. If closing has not occurred by April 1, 2001, either party may terminate this Agreement by notice to the other in accordance with Section 9.4 of this Agreement. The Developer shall have possession of the Development Property upon closing. Closing shall be at the offices of Kennedy & Graven, Chartered, 470 Pillsbury Center, Minneapolis MN 55402 or such other location to which the parties may agree. Prior to closing, the Authority shall submit to the Developer a copy of the Development Property Deed and other closing documents for review. The Development Property Deed shall be in recordable form and shall be recorded among the County land records. The Developer shall be responsible for the cost of recording the Development Property Deed, this Agreement and the Assessment Agreement. The Developer shall pay at closing all fees associated with obtaining the commitment for title • RHB-189782v2 7 r•T1 M_14 • insurance for the Development Property and for the policy of title insurance. The Developer and the Authority shall each pay at closing one-half of the closer's fee. Section 3.7. Improvements to Property; Plat. (a) The City has constructed or will construct public improvements for the benefit of the Development Property. These improvements include road, sanitary sewer and water. The public improvements have been or will be constructed without direct cost to the Developer and without special assessments levied against the Development Property. (b) The City intents to grade the Development Property prior to its sale to the Developer. The grading will be rough site grading and will produce the elevation on the Development Property generally required for construction of the Minimum Improvements but is not intended to be final grading. The Developer shall be permitted the opportunity to enter the Development Property and to test or inspect the grading after completion and before closing on the sale of the Development Property. Neither the City nor the Authority make any representations or warranties to the Developer or any other party regarding the site grading nor shall the City or the Authority be liable for any damage to the Minimum Improvements which allegedly results from the site grading. The Developer's decision to close on the Development Property constitutes its agreement to indemnify and hold the City and Authority harmless against any claim by the Developer or any other party for damages or injury arising out of or related to any site grading conducted by or on behalf of the City or the Authority. (c) The Authority agrees to plat the Development Plat at no cost to the Developer. The final plat will be consistent with the preliminary plat attached hereto as Exhibit F. ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in accordance with the Construction Plans and at all times prior to the Termination Date will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained,preserved and kept in good repair and condition. The Developer recognizes that it is because the Developer has agreed to construct the Minimum Improvements that the Authority is willing to offer the assistance outlined in this Agreement. The Developer acknowledges that, in addition to the requirements of this Agreement,construction of the Minimum Improvements will necessitate compliance with other reviews and approvals by the Authority and possibly other governmental agencies and agrees to submit all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Construction Plans. (a) Within thirty (30) days after execution of this Agreement, the Developer shall submit dated Construction Plans to the Authority. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement. The Authority will approve the Construction Plans if they (1) conform to the Preliminary Plans listed in Exhibit C attached RHs-189782N 2 8 CT165-14 hereto; (2) conform to all applicable federal, State and local laws, ordinances,rules and regulations; • (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured Event of Default on the part of the Developer. No approval by the Authority shall relieve the Developer of the obligation to comply with the terms of this Agreement, the terms of any applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. No approval by the Authority shall constitute a waiver of an Event of Default. (b) If the Developer desires to make any change in the Construction Plans after their approval by the Authority, including any change to the design or materials of the Minimum Improvements or any other change which would also require review or reapproval under any applicable code, ordinance or regulation, the Developer shall submit the proposed change to the Authority for its approval. If the proposed change conforms to the requirements of this section 4.2 with respect to the original Construction Plans or is otherwise acceptable to the Authority, the Authority shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10)days after receipt of the written notice of such change from the Developer. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements no later than , 2001. Subject to Unavoidable Delays, the Developer shall have substantially completed the construction of the Minimum Improvements no later than October 31, 2001. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans. The Developer shall make such reports to the Authority regarding construction of the Minimum Improvements as the Authority deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.4. Certificate of Completion and Release of Forfeiture. (a) After substantial completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, the Authority will furnish the Developer with a Certificate of Completion and Release of Forfeiture in the form of Exhibit D hereto. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Development Property Deed with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Completion and Release of Forfeiture shall only be issued after issuance of a certificate of occupancy by the City. (b) The Certificate of Completion and Release of Forfeiture provided for in this section 4.4 shall be in such form as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the Authority shall refuse or fail to provide such certification in accordance with the provisions of this section 4.4, the Authority shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has • failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, RHB-189782.2 9 (7165-14 ! 1 • or is otherwise in default of a material term of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such certification. Section 4.5. Reconstruction of Improvements. If the Minimum Improvements are damaged or destroyed before or after completion thereof and issuance of a Certificate of Completion and Release of Forfeiture, but before the Termination Date, the Developer agrees, for itself and its successors and assigns, to reconstruct the Minimum Improvements to a value at least equal to the Minimum Market Value within one year of the date of the damage or destruction. No delay or failure by the Developer or any successor or assign to reconstruct the Minimum Improvements as required by this Section 4.5 shall alter or limit the Developer's obligations under the Assessment Agreement, which shall remain in full force and effect until the Termination Date. The Minimum Improvements shall be reconstructed in accordance with the approved Construction Plans, or such modifications thereto as may be requested by the Developer and approved by the Authority in accordance with Section 4.2 of this Agreement. The Developer's obligation to reconstruct the Minimum Improvements pursuant to this Section 4.5 shall end on the Termination Date. ARTICLE V Business Subsidy Act Requirements Section 5.1. Compliance with Business Subsidy Provisions. The parties agree and represent to each other as follows: (a) The subsidy provided by the Authority to the Developer pursuant to this Agreement is the conveyance of the Development Property to the Developer at less than fair market value and construction of certain public improvements and provision of certain site improvements at no cost to the Developer. The fair market value of the Development Property, as improved by the City or the Authority, is $474,368. The Authority has agreed to sell the Development Property to the Developer for $210,632. The subsidy to the Developer is $263,735, the amount by which the fair market value of the Development Property exceeds the sale price to the Developer. (b) The public purposes of the subsidy are to promote development of a manufacturing facility in the Authority, generate spin-off development at a key location in the Authority, increase net jobs in the Authority and the State, and increase the tax base of the Authority and the State. (c) The goals for the subsidy are to secure construction of the Minimum Improvements on the Development Property; to maintain the Minimum Improvements as a manufacturing facility for at least five years as described in clause (f) below; and to create the jobs and wage levels in accordance with this section 5.1. (d) If the goals described in clause (c) above are not met, the Developer must make the payments to the Authority described in section 5.3. RHB-189782v2 10 CT165-14 (e) The subsidy is needed because the cost of the Development Property at fair market value plus the cost of public improvements and site improvements benefiting the Property makes development of a manufacturing facility financially infeasible without public assistance, all as determined by the Authority upon approval of the TIF Plan. (f) The Developer must continue operation of the Minimum Improvements as a manufacturing facility for at least five years after the date of issuance of the Certificate of Completion and Release of Forfeiture. (g) The Developer does not have a parent corporation. (h) The Developer has not received, and does not expect to receive financial assistance from any other grantor as defined in the Business Subsidy Act in connection with purchase of the Development Property or construction of the Minimum Improvements. Section 5.2. Job and Wage Goals. Within two years after the date of issuance of the Certificate of Completion and Release of Forfeiture (the "Compliance Date"), the Developer shall cause to be created at least new full-time equivalent jobs on the Development Property (excluding any jobs previously existing in the State as of the date of this Agreement and relocated to this site) and shall cause the wages for the employees to be no less than $ per hour, exclusive of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in this section 5.2 are met by the Compliance Date, those goals are deemed satisfied • despite the Developer's continuing obligations under Sections 5.1(f) and 5.4. The Authority may, after a public hearing, extend the Compliance Date by up to one year, provided that nothing in this Section 5.2 will be construed to limit the Authority's legislative discretion regarding this matter. Section 5.3. Remedies. If the Developer fails to meet the goals described in Section 5.1(c), the Developer shall repay to the Authority upon written demand from the Authority a pro rata share of the amount of$263,736,representing the amount of the subsidy granted to the Developer(unless the Authority exercises its right of reverter as to the Development Parcel under Section 8.3 hereof); and interest on said amount at the implicit price deflator as defined in Minnesota Statutes, Section 275.50, subd. 2, accrued from the date of issuance of the Certificate of Completion and Release of Forfeiture to the date of payment. The term pro rata share means percentages calculated as follows: (i) if the failure relates to the number of jobs,the jobs required less the jobs created, divided by the jobs required; (ii) if the failure relates to wages, the number of jobs required less the number of jobs that meet the required wages, divided by the number of jobs required; (iii) if the failure relates to maintenance of the manufacturing facility in accordance with Section 5.1(f), 60 less the number of months of operation as a manufacturing facility (where any month in which the manufacturing facility is in operation for at least 15 days constitutes a month of operation), commencing on the date of the Certificate of Completion and Release of Forfeiture and ending with the date the manufacturing facility ceases • operation as determined by the Authority, divided by 60; and R1-{B-1 R9782v2 11 i Ti 65-14 • (iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable percentages,not to exceed 100%. Nothing in this Section 5.3 shall be construed to limit the Authority's remedies under Article VIII hereof. In addition to the remedy described in this Section 5.3 and any other remedy available to the Authority for failure to meet the goals stated in Section 5.1(c), the Developer agrees and understands that it may not a receive a business subsidy from the Authority or any grantor as defined in the Business Subsidy Act for a period of five years from the date of the failure or until the Developer satisfies its repayment obligation under this Section,whichever occurs first. Section 5.4. Reports. The Developer must submit to the Authority a written report regarding business subsidy goals and results by no later than March 1 of each year, commencing March 1, 2002 and continuing until the later of(i) the date the goals stated Section 5.1(c) are met; (ii) 30 days after expiration of the five-year period described in Section 5.1(f); or(iii)if the goals are not met,the date the subsidy is repaid in accordance with Section 5.3. The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act. The Authority will provide information to the Developer regarding the required forms. If the Developer fails to timely file any report required under this Section 5.4, the Authority will mail the Developer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Developer fails to provide a report, the Developer must pay to the Authority a penalty of$100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section 5.4 is $1,000. • ARTICLE VI Insurance Section 6.1. Required Insurance. (a) The Developer agrees to provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: (i) Builder's risk insurance, written on the so-called `Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so called "all risk" form of policy; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance)together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than$1,000,000 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. • RHB-189782y2 12 CT165-14 The policies of insurance required pursuant to clauses (i) and(ii) above shall be in form and content • reasonably satisfactory to the Authority and shall be placed with financially sound and reputable insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause (i) above shall contain an agreement of the insurer to give not less than thirty (30) days' advance written notice to the Authority in the event of cancellation of such policy or change affecting the coverage thereunder. (b) Upon completion of construction of the Minimum Improvements, and prior to the Termination Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on,insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses, including (without limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, heating system explosion, water damage, demolition cost, debris removal, collapse and flood, in an amount not less than the full insurable replacement value of the Minimum Improvements or the Minimum Market Value, whichever is greater. 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 coinsurance 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 and shall be determined from time to time at the request • of the Authority, but not more frequently than once every three years, by an insurance consultant or insurer, selected and paid for by the Developer and approved by the Authority; and (ii) Such other insurance, including worker's compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self-insured with respect to all or any part of its liability for worker's compensation. Section 6.2. Evidence of Insurance. All insurance required in this Article VI shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. The Developer agrees to deposit annually with the Authority copies of 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 VI, each policy shall contain a provision that the insurer shall not cancel nor materially modify it without giving written notice to the Developer 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 policy, the Developer shall furnish the Authority evidence satisfactory to the Authority.that the policy has been renewed or replaced by another policy conforming to the provisions of this Article VI, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate policies,the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, • RHs-189782v2 13 CT165-1d in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. ARTICLE VII Collection of Taxes; Assessment Agreement; Reimbursement of Increment Section 7.1. Taxes. The Developer agrees that prior to the Termination Date: (1) it will not seek administrative or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (2) it will not seek administrative or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (3) it will not cause a reduction in the Minimum Market Value paid in respect of the Minimum Improvements through: . (a)willful destruction of the Minimum Improvements or any part thereof; (b) willful refusal to reconstruct damaged or destroyed property pursuant to section 4.5 of this Agreement; • (c) a request to the County assessor to reduce the Minimum Market Value of all or any portion of the Minimum Improvements; (d) a petition to the board of equalization of the County to reduce the Minimum Market Value of all or any portion of the Development Property; (e) a petition to the board of equalization of the State or the commissioner of revenue of the State to reduce the Minimum Market Value of all or any portion of the Development Property; (f) an action in a district court of the State or the tax court of the State seeking a reduction in the Minimum Market Value of the Development Property; (g) an application to the commissioner of revenue of the State or to any local taxing jurisdiction requesting an abatement of real property taxes; (h) any other proceedings, whether administrative, legal or equitable, with any administrative body within the County or the State or with any court of the State or the federal government; or (i) a transfer of the Development Property or Minimum Improvements, or any part thereof, to an entity exempt from the payment of real property taxes under State law. The Developer shall not, prior to the Termination Date, apply for a deferral of property tax on the • Development Property or the Minimum Improvements. RHB-189782v2 14 CT165-14 410 Section 7.2. Assessment Agreement. (a)Prior to conveyance of the Development Property, the Developer and the Authority agree to execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying the Minimum Market Value for the Development Property together with the Minimum Improvements. The amount of the Minimum Market Value shall,be no less than $ as of January 2, 2002 for taxes payable beginning in 2003 through the Termination Date, notwithstanding any failure to complete construction of the Minimum Improvements by the date specified in Section 4.3 of this Agreement. (b) The Assessment Agreement shall be substantially in the form attached hereto as Exhibit E. Nothing in the Assessment Agreement shall limit the discretion of the Assessor to assign a market value to the Development Property and Minimum Improvements in excess of such Assessor's Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes; Developer l ck provided, however, that the shall a 1 not seek a reduction of such market value belowthe Assessor's Minimum Market Value set forth in the Assessment Agreement in any year so long as such Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in effect until the Termination Date; provided that if at any time before the Termination Date the Assessment Agreement is found to be terminated or unenforceable by any Tax Official or court of competent jurisdiction, the Minimum Market Value described in this Section 7.2 shall remain an obligation of the Developer or its successors and assigns (whether or not such value is binding on the Assessor), it being the intent of the parties that the obligation of the Developer to maintain, and not seek reduction of, the Minimum Market Value specified in this Section 7.2 is an obligation • under this Agreement as well as under the Assessment Agreement, and is enforceable by the Authority against the Developer, its successors and assigns in accordance with the terms of this Agreement. Section 7.3. Right to Collect Delinquent Taxes. The Developer acknowledges that the Authority is providing substantial aid and assistance to the Developer through sale of the Development Property for less than market value and the provision of certain public and site improvements without cost to the Developer. The Developer understands that the real estate taxes on the Development Property and the Minimum Improvements must be promptly and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that the Developer is also obligated at all times prior to the Termination Date by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Development Property and the Minimum Improvements. The Developer acknowledges that at all times prior to the Termination Date this obligation creates a contractual right on behalf of the Authority to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the County auditor. In any such suit, the Authority shall also be entitled to recover its reasonable out-of-pocket costs, expenses and attorney fees. Section 7.4. Use of Tax Increments. The Authority shall be free to use any tax increment received from the Minimum Improvements for any purpose for which such increments may lawfully be used under the TIF Plan and pursuant to the provisions of State law, and the Authority shall have no obligations to the Developer with respect to the use of such increment. RHB-189782v2 15 CT155.14 • Section 7.5. Reimbursement of Tax Increment. Minnesota Statute, section 469.176, subd. 4c limits the use of tax increment in an economic development district to projects occupied by permitted uses. Minnesota Statutes, section 469.1771 requires the Authority to reimburse increment distributed to it and used to assist a project which does not qualify for tax increment assistance. If the Authority is required to reimburse tax increment to the County or any other governmental entity pursuant to Minnesota Statutes, section 469.1771, or any other provision of the TIF Act, the Developer agrees to reimburse a similar amount to the Authority within thirty (30) days' written notice to the Developer. The Authority may add interest on the unpaid balance at 8 percent per year beginning on the 31St day after notice to the Developer. Failure by the Developer to reimburse the Authority pursuant to this section 7.5 shall constitute a lien on the Development Property. ARTICLE VIII Prohibition Against Sale; Encumbrances Section 8.1. Prohibition Against Sale of Minimum Improvements. The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, for the purpose of development of the Development Property and not for speculation in land holding. The Developer further recognizes that in view of the importance of the construction of the Minimum Improvements on the Development Property to the general welfare of Cottage Grove and the substantial assistance that has been made available by the • Authority for the purpose of making such Development possible,the fact that any act or transaction involving or resulting in a significant change in the identity of the Developer is of particular concern to the Authority. The Developer further recognizes that it is because of such qualifications and identity that the Authority is entering into the Agreement with the Developer, and, in so doing, is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants hereby by it to be performed. For the foregoing reasons, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion and Release of Forfeiture, there shall be no Sale of the Development Property or the Minimum Improvements by the Developer nor shall the Developer suffer any such Sale to be made, without the prior written approval of the Authority. Section 8.2. Limitation Upon Encumbrance of Development Property. Prior to the issuance of the Certificate of Completion and Release of Forfeiture, the Developer agrees not to engage in any financing creating any mortgage or other encumbrance or lien upon the Development Property or the Minimum Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Development Property or the Minimum Improvements, other than the liens or encumbrances directly and solely related to construction of the Minimum Improvements and approved by the Authority, which approval shall not be withheld or delayed unreasonably if the Authority determines that such lien or encumbrance will not threaten its security in the Development Property or the Minimum Improvements. RHB-189782v2 16 CT165-14 • • ARTICLE IX Events of Default Section 9.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the Authority or the Developer to proceed to closing on the Development Property after compliance with or the occurrence of all conditions precedent to closing; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay; (c) Failure by the Developer to pay real estate taxes or special assessments on the Development Property and Minimum Improvements as they become due; (d) Appeal or challenge by the Developer or any party on its behalf of the Minimum Market Value prior to the Termination Date; (e) Use by the Developer or others of the Minimum Improvements for purposes other • than those contemplated and permitted by this Agreement,including failure to comply with Sections 7.5 and 10.3 of this Agreement. (f) Transfer or Sale of the Development Property or the Minimum Improvements or any part thereof by the Developer in violation of Sections 7.1 or 8.1 of this Agreement and without the prior written permission by the Authority; (g) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; or (h) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or the Assessment Agreement; Section 9.2. Remedies on Default. Whenever any Event of Default referred to in section 9.1 of this Agreement occurs, the non-defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non- defaulting party reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement, including refusing to close on the Development Property, until it receives assurances from the defaulting party, deemed adequate by RHH3-189782v2 17 CT!65-14 • the non-defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) Terminate or rescind this Agreement; (c) If the default occurs prior to completion of the Minimum Improvements, the Authority may withhold the Certificate of Completion and Release of Forfeiture; (d) If the default occurs prior to issuance of the Certificate of Completion and Release of Forfeiture,revest title in the name of the Authority pursuant to Section 9.3 of this Agreement; (e) Enforce the Assessment Agreement; (f) Enforce the provisions of this Agreement relating to the Business Subsidy Act; and (g) Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non-defaulting party to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement or the Assessment Agreement. Section 9.3. Revesting Interest in the Authority Upon Happening of Event of Default Subsequent to Conveyance to Developer. In the event that subsequent to conveyance of the Development Property to the Developer and prior to the issuance of a Certificate of Completion and Release of Forfeiture for the Minimum Improvements: (a) the Developer, subject to Unavoidable Delays, fails to begin construction of the Minimum Improvements in conformity with this Agreement and such failure to begin construction is not cured within 30 days after written notice from the Authority to the Developer to do so; or (b) subject to Unavoidable Delays, the Developer, after commencement of the construction of the Minimum Improvements, fails to carry out its obligations with respect to the completion of construction of the Minimum Improvements(including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, or remedied within 30 days after written demand from the Authority to the Developer to do so; or (c) the Developer shall fail to pay real estate taxes or assessments on the Development Property when due, or shall place thereon any encumbrance or lien 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 satisfactory to the Authority made for such payment, removal, or discharge, within 30 days after written demand by the Authority to do so or such longer period, not to exceed 60 days, as may reasonably be necessary to remove said lien or encumbrance; provided, that if the Developer shall first notify the Authority of its intention to do so, it may in good faith contest any mechanics' or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if the RI-IB-189782v2 18 CTI65-14 F � Developer provides the Authority with a bank letter of credit or other security in the amount of the1111 lien, in a form satisfactory to the Authority,pursuant to which the bank will pay to the Authority the amount of any lien in the event the lien is finally determined to be valid or, as an alternative to such forms of security, has made a deposit with the district court in the manner provided in Minnesota Statutes, section 514.10. During the course of such contest, the Developer shall keep the Authority informed respecting the status of such defense; or (d) there is, in violation of Sections 7.1 or 8.1 of this Agreement, any transfer of the Development Property to an entity exempt from payment of real estate taxes or any Sale of the Development Property or the Minimum Improvements or any part thereof, and such violation shall not be cured within 30 days after written demand by the Authority to the Developer, then the Authority shall have the right to re-enter and take possession of the Development Property and to terminate and revest in the Authority the interest of the Developer in the Development Property; provided, however, that any exercise by the Authority of its rights or remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid or limit in any way the lien of any mortgage or other encumbrance specifically and previously authorized by the Authority in writing under this Agreement or any rights or interests provided in this Agreement for the protection of the holders of an approved encumbrance. Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to • exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Article IX of this Agreement. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any covenant or agreement contained in this Agreement should be breached by either party and thereafter waived by the 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. ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. No officer, official, or employee of the Authority shall have any personal financial interest,direct or indirect, in this Agreement, nor shall any such officer, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests, directly or indirectly. No officer, official, or employee of the Authority shall be personally liable to the Developer, or any RHB-189782v2 19 CT165-14 r � • successor in interest, in the event of any default or breach or for any amount which may become due or on any obligation under the terms of this Agreement. Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer, for itself and its successors and assigns, agrees to devote the Property and Minimum Improvements only to such land use or uses as may be permissible under the City's land use regulations. The Developer, for itself, its successors and assigns, acknowledges the limitations on use of the Property and the Minimum Improvements imposed by Section 469.105 of the EDA Act and agrees to comply with such restrictions. The Developer, for itself and its successors and assigns, acknowledges the limitations on the use of the Property and the Minimum Improvements imposed by Section 469.176,subd. 4c of the TIF Act and agrees to comply with such restrictions through the Termination Date. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement is intended to or shall be merged by reason of delivery of the Development Property Deed and the Development Property Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Authority: 7516 80`h Street South Cottage Grove MN 55016 Attn: EDA Executive Director (b) in the case of the Developer: 327 East York Avenue St.Paul,MN 55101-4039 Attn: or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 10.5. Section 10.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.7. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the Authority or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party RI18-109782v2 20 CT165-14 beneficiary, principal and agent, limited or general partner, or joint venture between the Authority • and the Developer. S RHB-189782v2 21 CT165.14 411 IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2000, by and ,president and executive director,respectively,of the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public RHB-189782v2 22 CT165-14 ADVANCE CORPORATION, INC. • By Its STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was executed this day of , 2000, by , the of Advance Corporation, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public • • • RHE-:£9782v2 23 C116�-14 EXHIBIT A LEGAL DESCRIPTION The Development Property is located in Washington County,Minnesota, and is legally described as follows: Lots 1 through 5 and part of Lot 6, Block 6, Glengrove Industrial Park, Washington County,Minnesota [need complete legal prior to execution] i RHB-189782v2 CPi6S-i4 A-1 I � • EXHIBIT B FORM OF QUIT CLAIM DEED [to be completed] • • 4110 RHB-189782v2 CTI 6.5-14 B-2 i EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS The Minimum Improvements shall be constructed in accordance with the following preliminary plan documents: [to be completed] 11111 111/ RHB-189782v2 07163-14 C-1 + 4 EXHIBIT D FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Cottage Grove Economic Development Authority (the "Grantor"), by a deed recorded in the office of the County Recorder in Washington County,Minnesota, as Document No. , has conveyed to Advance Corporation, Inc., a Minnesota corporation (the "Grantee"),the following described land in County of Washington and State of Minnesota,to-wit: (to be completed prior to execution) and WHEREAS, said deed was executed pursuant to that certain Contract for Private Development by and between the Grantor and the Grantee dated the day of , 2000 and recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. , which Contract for Private Development contained certain covenants and restrictions regarding completion of the Minimum Improvements; and WHEREAS, said Grantee has performed said covenants and conditions 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 construction of the Minimum Improvements • specified to be done and made by the Grantee has been completed and the covenants and conditions in the Contract for Private Development have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by Grantor is hereby released absolutely and forever, and the County Recorder in Washington County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument,to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: , COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By I Executive Its E ecuti a Director O RHB-189782v2 D-1 CT165-14 A S • STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2000, by and , the president and executive director, respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic, on behalf of the Economic Development Authority. Notary Public 40 • RHB-189782v2 D-2 CT165-14 a a • EXHIBIT E FORM OF ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION By and among THE COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY and ADVANCE CORPORATION,INC. and ASSESSOR FOR WASHINGTON COUNTY,MINNESOTA This Document was drafted by: KENNEDY & GRAVEN, Chartered 470 Pillsbury Center Minneapolis, Minnesota 55402 • (612) 337-9300 MB-IS97S2v2 CI165-14 E-1 • THIS ASSESSMENT AGREEMENT, dated as of this day of , 2000, by and between the Cottage Grove Economic Development Authority, a public body corporate and politic (the "Authority") and Advance Corporation, Inc., a Minnesota corporation (the "Developer"). WITNESSETH: WHEREAS, on or before the date hereof, the Authority and the Developer have entered into a Contract for Private Development (the "Development Agreement") pursuant to which the Authority will convey to the Developer certain real property in Washington County, Minnesota, which property is legally described on Exhibit A hereto, (the"Property"); and WHEREAS, pursuant to the Development Agreement, the Developer will construct a manufacturing facility containing approximately 44,000 square feet (the "Minimum Improvements") on the Property; and WHEREAS, the Authority and Developer desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, section 469.177, Subd. 8; and WHEREAS, the Authority and the Assessor for Washington County, Minnesota have reviewed the plans and specifications for the Minimum Improvements which the Developer has agreed to construct or cause to be constructed on the Property pursuant to the Development Agreement. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made herein and in the Development Agreement by each to the other, do hereby agree as follows: 1. The Minimum Market Value for the Property with the Minimum Improvements shall be $ . The parties agree that this Minimum Market Value shall be placed against the Property as of January 2, 2002, for taxes payable beginning in 2003, notwithstanding any failure to complete construction of such Minimum Improvements by that date. 2. The Minimum Market Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on the Termination Date. The Termination Date will occur when the Authority's TIF District No. 1-10 is decertified, which is expected to be nine years after receipt by the Authority of the first tax increment or 11 years after approval of the TIF Plan,whichever occurs first. 3. This Assessment Agreement shall be promptly recorded by the Developer with a copy of Minnesota Statutes, section 469.177, Subd. 8, set forth in Exhibit B hereto. The Developer shall pay all costs of recording this Assessment Agreement. 4. Neither the preambles nor the provisions of this Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Development Agreement. Unless the RHB-189782%2 :::vs-., E-2 context indicates clearlyto the contrary,the terms used in this Assessment Agreement shall have the • �'Y, � same meaning as the terms used in the Development Agreement. 5. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties warrants and represents that it has authority to enter into this Assessment Agreement and to take all actions required of it and has taken all actions necessary to authorize the execution and delivery of this Assessment Agreement. 7. In the event that any provision of this Assessment Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property, or for carrying out the expressed intention of this Assessment Agreement. 9. Except as provided in Section 8 hereof, this Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties 110 hereto. 10. This Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 11. This Assessment Agreement shall be governed by and construed in accordance with the laws of Minnesota. O RHB-18°782 2 C:'165-14 E-3 • 4 • COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2000, • by and ,president and executive director,respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public 91?R-1°9782v2 CT165-14 E-4 • ADVANCE CORPORATION, INC. • By Its STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was executed this day of , 2000, by , the of Advance Corporation, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public • • RiMB-139782%2 CT165- 4 E-5 I • CERTIFICATION BY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the described property as Washington County Assessor, hereby certifies that the market value assigned to such land and improvements beginning on January 1,2002 shall be not less than$ until termination of this Agreement. Assessor for Washington County,Minnesota STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000 by ,the Assessor for Washington County,Minnesota. • Notary Public RHB-189782v2 CTI65-14 E-6 f � EXHIBIT A TO , ASSESSMENT AGREEMENT The Property is legally described as follows: [to be completed] RHB-I 89782.2 T165 E-7 • EXHIBIT B TO ASSESSMENT AGREEMENT Section 469.177, subd. 8. Assessment Agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor,or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: • The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. S RIM-189782v2 CT165.14 E-8 • EXHIBIT F PRELIMINARY PLAT OF [TO BE ATTACHED] • • R1 117 2v2 CT165-14 F-1 3. � 1 -"1y,GlA r._-`-",,,t; } s f i . five(5)percent of Base Bid submitted,made ties and services,obstacles which may be CITY OF COTTAGE GROVE "" :triable to Owner,as guarantee that Bidder encountered and all other conditions'Waive to NOTICE OF PUBLIC ;M will,if awarded,enter into Contract in actor- t• the Work to be performed. ` more with Contract Documents and submitted Addjljonal Compensation.Contractors shall not HEARING ON AWARDING , receive extra nts for conditions which ; pned BUSINESS SUBSIDIES 1 EXAMINATION OF DOCUMENTS: can be determined by examining the site and • r ' Itwings,Project Manual,and other Contract t the Contract Documents. 1, cents ma be examined at Offices of Con- NOTICE IS HEREBY GIVEN that the City Manager,Architect and at following Bids requested by South Washington County A thori Grove meet Economic DevelopmentJanuary Authority wall on Tueaday,, 9, 44---,;',..`~-a ons: Schools 2001,at 7:30 am.at the City Hall,7516-80th Minneapolis Builders Exchange t, ;. 1123 Glenwood Avenue : (Published in the South•V/ashingmti County Sonet South Cottage Grove,Minnesota to con- Minneapolis,MN 55405 ; Bulletin on Wednesday,January 3,2001 and duct a public hearing on a proposal to award Telephone:612-381-2620 Wednesday,January 10,2001.abcbe- business subsidies,in accordance with criteria #ghijklmrropgratuvwxyz) established by City of Cottage Grove under F.W.Dod Plan Room Resolution No.99-204.1,to Advance Corpora- 7600 Parklawn Avenue,Suite 352 don.AU persons interested may appear and be _Minneapolis,MN 55435 - heard at the done and place set forth above. -_.7.„,,r,-:',„:, Telephone:952-831-5700 CITY OF COTTAGE GROVE Dated:December 27,2000 - Y..,:. •.`St Paul Builders Exchange ORDINANCE NO.691 BY ORDER OF THE CITY COUNCIL OF ;.-.' 445 Farrington Street THE CITY OF COTTAGE GROVE,MIN- St Paul,MN 55103 AN ORDINANCE FOR THE CITY OF telephone:651-224-7545 COTTAGE GROVE,MINNESOTA NESOTA AMENDING CITY CODE SECTION• By/s/Ryan Schroeder,City Administrator Market Data 11-14,ZONING MAP VIA REZONING • 9143 Science Center Drive CERTAIN PROPERTY FROM AGI, ,'�Iow Hope,MN 55428 AGRICULTURAL PRESERVE,TO AG-2, (Published in the South Washington County Idephone:763-537-7730 AGRICULTURAL Bulletin on Wednesday.January 3.2001.abcde- . fghijklmnopgrswvwxyz) 1NOCUREMENf OF DOCUMENTS: The City Council of the City of Cottage Bidders may secure up to two sets of Grove,Washington County,Minnesota,does . and Contract Documents at Dike of 7, ordain as follows: - . Manager,Kraus-Anderson Con- The City of CITY OF COTTAGE GROVE ..,Company-Midwest Division,8625 Cottage Grove's Official Zoning Map as refer- NOTICE OF PUBLIC -_? City of Cottage Grove Memo To: Economic Development Authority Members From: Michelle A. Wolfe, Assistant City Administrator Date: 01/05/01 Re: Public Hearing: Business Subsidies for Tradehome Shoe Stores, Inc. Item 4B BACKGROUND The City Council approved a Letter of Intent with Tradehome Shoe Stores Inc. on October 18, 2000. In order to proceed with the project, it is necessary to hold a public • hearing on the business subsidies. The amount of the business subsidy is outlined in the attached Development Agreement, which was approved by the City Council at the December 20, 2000 regular meeting. At this same meeting, the City Council also approved the business subsides for the project. ACTION The EDA should open the Public Hearing. The notice was duly published on January 5, 2001, in the Washington County Bulletin. Once the Public Hearing is concluded, the EDA should act on the attached resolution approving business subsides for this project. Attachments • F:\GROUPS\PER_ECON\Economic Development\EDA Memos\2001\Jan 01 Subsidy Tradehome.doc T EDA RESOLUTION NO. 01-02 • RESOLUTION CALLING FOR APPROVING BUSINESS SUBSIDIES TO A PROJECT REPRESENTED BY TRADEHOME SHOE STORES, INC. WHEREAS, Tradehome Shoe Stores, Inc. is interested in relocating to Cottage Grove; and WHEREAS, plans call for the Tradehome Shoe Stores, Inc. project to relocate within the proposed Tax Increment Financing District No. 1-10; and WHEREAS, The Cottage Grove City Council held a public hearing on the adoption of Tax Increment Financing District No. 1-10, and approved the creation of Tax Increment Financing District No. 1-10 on August 16, 2000 in accordance with Minnesota Statutes, Sections 469.124 through 469.134, and Minnesota Statutes, Sections 469.174 through 469.179; and WHEREAS, awarding business subsidies associated with Tax Increment Financing District 1-10 for the Tradehome Shoe Stores, Inc. project is consistent with the City of Cottage Grove's Criteria for Awarding Business Subsidies, as adopted by Resolution No. 99-204.1, in accordance with Minnesota Statutes, Sections 116J.993 through 116J.995, as amended; and • NOW THEREFORE BE IT RESOLVED, the City Council of the City of Cottage Grove, County of Washington, State of Minnesota, approves awarding business subsidies associated with Tax Increment Financing District No. 1-10 for the Tradehome Shoe Stores, Inc. project. Passed this 9th day of January 2001. Sandra Shiely, President Attest: Ryan Schroeder, Executive Director ID t r • Memo To: Mayor and City Council From: Ryan R. Schroeder Date: December 11,2000 Subj.: Development Agreement/Business Subsidy Approvals for Trade Home Shoes and Advance Corporation Advance Corporation, currently located at 327 East York Avenue in St. Paul is requesting development agreement approval from the City of Cottage Grove in order to locate its new office and manufacturing facility at 9700 97th Street in Cottage Grove. This location is just north and west of the Renewal by Andersen facility. Advance Corporation, founded in 1941 manufactures corporate recognition awards and interior signage. Advance operates three divisions: Award Line,Braille-Tac (signage) and ID Products. Advance Corporation has over 80 employees and has experienced annual growth of 12— 14% for the past 16 years. Some of the locations where their product can be found include the Carlson School of Business, Loyola University in Chicago, Prudential of New York and the Dallas Convention Center. Council approved a Letter of Intent with Advance on October 18 and approved issuance of Industrial Revenue Bonds on December 6, 2000. Their financing is due to close on December 20. Council is scheduled to consider their site plan on February 7, 2001. Closing on the property is scheduled on or before February 22, 2001. Ground breaking would then be April 2001 with building occupancy during the following October. Tradehome Shoe Stores, Inc., currently located at 429 North Prior Avenue in St. Paul is requesting development agreement approval from the City of Cottage Grove in order to locate its new office and distribution facility at 9800 97th Street in Cottage Grove. This location is just north of the Renewal by Andersen facility and adjacent to the proposed Advance Corporation facility. Tradehome Shoe Stores has been in business since 1921. Currently there are Tradehome retail outlets in eleven states, including seventeen in Minnesota. In 1997 the Footwear Distributors of America named the company the top performer among full-service shoe retailers. The company currently leases space, cannot expand at its current location and thus has chosen Cottage Grove as its new home. Council approved a Letter of Intent with Tradehome on October 18, 2000. Council is scheduled to consider their site plan on February 21, 2001. Closing on the property is scheduled for February 22,2001. Groundbreaking would be expected by June 1, 2001 with building occupancy by January 1, 2002. Both of these projects are funded by tax increments. The gross annual property taxes • generated by the two projects are estimated at $141,600. The guaranteed net tax increments available to pay for project costs between the two will be $100,094. The T a difference between the two numbersgoes to administrative • admi st a expenses borne by the City and the fiscal disparities pool from which the City of Cottage Grove gains a contribution. The economic development district has a seven-year life remaining. Increments generated off these two projects are projected to be sufficient to pay for municipal expenses incurred in facilitation of these projects. Land acquisition for the parcels is at $0.85/square foot with an additional cost of$0.15/square foot transferred out of closing proceeds to reimburse the City for benefit assessments from past public improvements. An additional $0.65/square foot is allocated toward area charges and apportioned improvements currently underway in order to make the sites developable. Development Agreements for these two projects as included under separate cover. Council Action: 1) By motion approve the development agreement with Trade Home Shoe Stores, Inc. 2) By motion approve the development agreement with Advance Corporation 3) By motion approve the Business Subsidies Resolution regarding Tradehome 4) By motion approve the Business Subsidies Resolution regarding Advance • 410 • RESOLUTION NO. 00-XX RESOLUTION CALLING FOR APPROVING BUSINESS SUBSIDIES TO A PROJECT REPRESENTED BY TRADEHOME SHOE STORES, INC. WHEREAS, Tradehome Shoe Stores, Inc. is interested in relocating to Cottage Grove; and WHEREAS, plans call for the Tradehome Shoe Stores, Inc. project to relocate within the proposed Tax Increment Financing District No. 1-11; and WHEREAS, The Cottage Grove City Council held a public hearing on the adoption of Tax Increment Financing District No. 1-11, and approved the creation of Tax Increment Financing District No. 1-11 on August 16, 2000 in accordance with Minnesota Statutes, Sections 469.124 through 469.134, and Minnesota Statutes, Sections 469.174 through 469.179; and WHEREAS, awarding business subsidies associated with Tax Increment Financing District 1-11 for the Tradehome Shoe Stores, Inc. project is consistent with the City of Cottage Grove's Criteria for Awarding Business Subsidies, as adopted by Resolution No. 99-204.1, in accordance with Minnesota Statutes, Sections 116J.993 through 116J.995, as amended; and • NOW THEREFORE BE IT RESOLVED, the City Council of the City of Cottage Grove, County of Washington, State of Minnesota, approves awarding business subsidies associated with Tax Increment Financing District No. 1-11 for the Tradehome Shoe Stores, Inc. project. Passed this 20th day of December 2000. John D. Denzer, Mayor Attest: Caron M. Stransky, City Clerk • S DRAFT • 12.1.00 CONTRACT FOR PRIVATE DEVELOPMENT By and Between COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY • and TRADE HOME SHOE STORES,INC. This document drafted by: KENNEDY&GRAVEN, CHARTERED 470 Pillsbury Center Minneapolis,MN 55402 (612) 337-9300 • P119_190169v1 CT165-12 . TABLE OF CONTENTS PAGE PREAMBLE 1 ARTICLE I Definitions Section 1.1. Definitions 1 Section 1.2. Exhibits 3 Section 1.3. Rules of Interpretation 4 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority 4 Section 2.2. Representations and Warranties by the Developer 5 ARTICLE III Conveyance of Development Property; Public Improvements Section 3.1. Conveyance of the Development Property 5 Section 3.2. Condition of Title 6 • Section 3.3. Financing 6 Section 3.4. Testing 7 Section 3.5. Conditions Precedent to Conveyance 7 Section 3.6. Closing;Delivery and Recording 7 Section 3.7. Improvements to Property; Plat 8 Section 3.8. Additional Property 8 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements 9 Section 4.2. Construction Plans 9 Section 4.3. Commencement and Completion of Construction 9 Section 4.4. Certificate of Completion and Release of Forfeiture 10 Section 4.5 Reconstruction of Improvements 10 ARTICLE V Business Subsidy Act Requirements Section 5.1. Compliance with Business Subsidy Provisions 11 Section 5.2. Job and Wage Goals 11 Section 5.3. Remedies 12 41111 Section 5.4. Reports 12 RI-113-190169N,1 i CT165-12 • ARTICLE VI Insurance Section 6.1. Required Insurance 13 Section 6.2 Evidence of Insurance 14 ARTICLE VII Collection of Taxes; Assessment Agreement; Reimbursement of Increment Section 7.1. Taxes 14 Section 7.2. Assessment Agreement 15 Section 7.3 Right to Collect Delinquent Taxes 16 Section 7.4 Use of Tax Increments 16 Section 7.5. Reimbursement of Tax Increment 16 ARTICLE VIII Prohibition Against Sale; Encumbrances Section 8.1 Prohibition Against Sale of Minimum Improvements 17 Section 8.2 Limitation Upon Encumbrance of Development Property 17 • ARTICLE IX Events of Default Section 9.1. Events,of Default Defined 17 Section 9.2. Remedies on Default 18 Section 9.3. Revesting Interest in the Authority Upon Happening of Event of Default Subsequent to Conveyance to Developer 19 Section 9.4. No Remedy Exclusive 20 Section 9.5. No Additional Waiver Implied by One Waiver 20 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests;Representatives Not Individually Liable 20 Section 10.2. Equal Employment Opportunity 20 Section 10.3. Restrictions on Use 20 Section 10.4. Provisions Not Merged With Deed 21 Section 10.5. Notices and Demands 21 Section 10.6. Counterparts 21 Section 10.7. Disclaimer of Relationships 21 • RH!3-190169v1 11 CT165-12 • TESTIMONIUM 22 SIGNATURES 23 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY EXHIBIT A-1 LEGAL DESCRIPTION OF ADDITIONAL PROPERTY EXHIBIT B FORM OF QUIT CLAIM DEED EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS EXHIBIT D FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE EXHIBIT E FORM OF ASSESSMENT AGREEMENT EXHIBIT F PRELIMINARY PLAT OF • • RHB-190169v1 CT165-12 111 • CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made this day of , 2000, by and between the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 7516 80th Street South, Cottage Grove,Minnesota 55016-3195 (the "Authority") and Tradehome Shoe Stores, Inc., a Minnesota corporation, having its principal office at 429 North Prior Avenue, St. Paul,Minnesota 55104(the"Developer"). WITNESSETH: WHEREAS, the Authority created Development District No. 1 (the "Development District") and adopted a program (the "Program") for it, all in conformance with Minnesota Statutes, Sections 469.124 through 469.134, the Authority Development Districts Act (the "Act"); and WHEREAS, the Authority has established tax increment financing district No. 1-10 ("TIF District No. 1-10") and has adopted a tax increment financing(the"TIF Plan")related thereto; and WHEREAS, in order to achieve the objectives of the Program and the TIF Plan, the Authority is prepared to write down the cost of the Development Property, as hereinafter defined, construct certain public improvements and perform certain site improvements benefiting the • Development Property and otherwise assist the Developer in order to bring about development of the Development Property in accordance with the Program,the TIF Plan and this Agreement; and WHEREAS, the Authority believes that the development of land within TIF District No. 1- 10 pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of Cottage Grove and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements under which the Development District has been undertaken. NOW, THEREFORE, in consideration of the covenants and the mutual obligations contained herein, the Authority and the Developer hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: "Act"means the Authority Development Districts Act,Minnesota Statutes, sections 469.124 through 469.134, as amended. RHB-190169\1 1 (T155-12 • "Additional Property" means the real property legally described in Exhibit A-1 attached hereto. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Assessment Agreement"means the agreement, in the form contained in Exhibit E attached hereto, among the Developer, the Authority and the Assessor and entered into pursuant to Article VII of this Agreement, which establishes a Minimum Market Value for the Development Property and the Minimum Improvements. "Assessor"means the assessor for Washington County,Minnesota. "Authority"means the Cottage Grove Economic Development Authority. "Business Subsidy Act"means Minnesota Statutes, sections 1167.993 through 1167.995 (the "Business Subsidy Act"). "Certificate of Completion and Release of Forfeiture" means the certificate, in the form contained in Exhibit D attached hereto,which will be provided to the Developer pursuant to Article IV of this Agreement. • "City" means the city of Cottage Grove, a municipal corporation under the laws of Minnesota. "Construction Plans"means the final plans for construction of the Minimum Improvements to be submitted by the Developer and approved by the Authority. "County"means Washington County,Minnesota. "Developer"means Tradehome Shoe Stores, Inc., a Minnesota corporation. "Development Property" means the real property upon which the Minimum Improvements will be constructed,which property is legally described in Exhibit A attached hereto. "Development Property Deed" means the quit claim deed in the form attached hereto as Exhibit B,by which the Authority will convey the Development Property to the Developer. "EDA Act"or"Economic Development Authority Act"means Minnesota Statutes, sections 469.090 through 469.1081, as amended. "Event of Default"means an action by the Developer or the Authority listed in Article IX of this Agreement. RHB-190169v1 2 CTI 65-12 "Minimum Improvements" means a warehouse facility containing approximately 50,000 • square feet constructed in accordance with the Construction Plans submitted to and approved by the Authority. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements. "Minimum Market Value" means a market value for real estate tax purposes of at least $1,750,000 with respect to the Development Property and Minimum Improvements as of January 2, 2002 for taxes payable beginning in 2003 through the Termination Date. "Preliminary Plans" means, collectively, the plans, drawings and specifications for the construction of the Minimum Improvements which are listed on Exhibit C attached hereto. "Sale" means any sale, conveyance, lease, exchange, forfeiture other transfer of the Developer's interest in the Minimum Improvements or the Development Property, whether voluntary or involuntary. "State"means the state of Minnesota. "Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, sections 469.174 through 469.179, as amended. "Tax Increment Financing District"or"TIF District"means the Authority's TIF District No. 1-10. "Tax Increment Financing Plan" or "TIF Plan" means the tax increment plan for TIF District No. 1-10. "Tax Official" means the Assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State supreme court. "Termination Date"means the date the TIF District terminates,which is expected to be nine years after receipt of the first increment or 11 years after the date of approval of the TIF Plan, whichever occurs first. "Unavoidable Delays" means delays which are the direct result of unanticipated adverse weather conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the Authority reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements. Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal description of the Development Property • RHB-190169v1 3 CT 165-12 • Exhibit A-1. Legal Description of Additional Property • Exhibit B. Form of Quit Claim Deed Exhibit C. List of Preliminary Plan Documents Exhibit D. Form of Certificate of Completion and Release of Forfeiture Exhibit E. Form of Assessment Agreement Exhibit F. Preliminary Plat of Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties 411 Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertakings on itsp art herein contained: (a) The Authority is a public body corporate and politic under the laws of Minnesota. The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements eements and documents on i�' behalf of the Authority have the authority to do so and to bind the Authority by their actions. (c) Development District No. 1 is a development district within the meaning of the Act and was created, adopted and approved in accordance with the terms of the Act. (d) TIF District No. 1-10 is an economic development tax increment financing district within the meaning of the TIF Act. (e) The Authority has received no notice or communication from any local, State or federal official that the activities of the Developer or the Authority in the Development District may be or will be in violation of any environmental law or regulation. The Authority is aware of no facts the existence of which would cause it to be in violation of any local, State or federal environmental law, regulation or review procedure. RHB-190169v 1 4 CT165-12 • Section 2.2. Representations and Warranties by the Developer. The Developer makes the following representations as the basis for the undertakings on its part herein contained: (a) The Developer is a Minnesota corporation, duly organized and in good standing under the laws of Minnesota and is not in violation of any provisions of its articles of incorporation or by-laws. The Developer has the power to enter into this Agreement and carry out its obligations hereunder. The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. (b) In the event the Development Property is conveyed to the Developer, the Developer will construct, operate and maintain the Minimum Improvements on the Development Property in substantial accordance with the terms of this Agreement, the Program, the TIF Plan, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws and regulations. (c) The Developer will apply for and use its best efforts to obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, the requirements of all applicable local, State and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed or used for their intended purpose. (d) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and . conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions or any restriction or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Developer would not be willing to construct the Minimum Improvements but for the commitment by the Authority to grant the financial assistance outlined in this Agreement and the use of tax increment for such assistance is essential to the Developer's ability to carry out its obligations under this Agreement. ARTICLE III Conveyance of Development Property; Public Improvements Section 3.1. Conveyance of the Development Property. In order to facilitate the financial feasibility of the development of the Development Property and in consideration of the Developer's fulfillment of its covenants and obligations under this Agreement to construct the Minimum Improvements, and subject to the conditions precedent to closing outlined in Section 3.5 of this Agreement, the Authority agrees to sell the Development Property to the Developer for$1.00. The Development Property is legally described in Exhibit A attached hereto. The Authority agrees to convey title and possession of the Development Property to the Developer by quit claim deed in the • form attached hereto as Exhibit B. The Authority shall arrange for the payment of all levied or RHB-190169v1 5 1;165-12 • pending special assessments prior to closing. The Developer and the Authority agree to pro rate as of the date of closing any real property taxes for the Development Property payable in the year of closing. The Developer agrees to pay all real estate taxes payable with regard to the Development Property in the years after closing. The conveyance of the Development Property and the Developer's use of the Development Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement, the Assessment Agreement and the Development Property Deed. The conveyance of title to the Development Property and the Developer's use of the Development Property shall also be subject to the building and zoning laws and ordinances and all other City, State and federal laws and regulation. Section 3.2. Condition of Title. Within thirty (30) days of the date of this Agreement, the Authority agrees to submit to the Developer a commitment for title insurance regarding the Development Property. The Developer shall have twenty (20) days after delivery of the commitment to examine same and to make any objections concerning the condition of title regarding the Development Property. Objections to the condition of title shall be made in writing and addressed to the Authority. Failure on the part of the Developer to make objections within twenty (20) days shall constitute a waiver of same and of the Developer's right to object to the condition of title. If the Developer provides written objections to title, the Authority shall have forty-five (45) days thereafter to cure the defects cited by the Developer or to inform the Developer in writing that the Authority cannot or will not cure said defects. If there are no defects in title to which the Developer objects in writing or the Developer fails to object in a timely mariner or if the Authority cures the defects within the prescribed period, the parties will proceed to closing. If there are defects in title to which the Developer has objected in a timely manner and which the Authority cannot or will not cure, the Developer may terminate this Agreement at its option within ten (10) days of notice from the Authority of its inability or unwillingness to cure. The Authority shall have no obligation to cure any defects in the title of the Development Property. If the Developer chooses to terminate this Agreement pursuant to this Section 3.2, the Developer agrees to execute a quit claim deed regarding the Development Property in favor of the Authority. Thereafter the parties shall have no further obligation towards one another with regard to this Agreement or the Development Property. The Developer may also choose to proceed to closing on the Development Property and take title subject to the defect. Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the time periods set forth herein for receipt of a commitment for title insurance and objection to title defects, such action shall be deemed to be a waiver by the Developer of its right to examine and object to the condition of title of the Development Property. Section. 3.3. Financing. Before conveyance of the Development Property by the Authority, the Developer agrees to submit to the Authority evidence of a commitment for financing which is adequate,in the Authority's sole opinion, for the construction of the Minimum Improvements. If the Authority finds that the financing complies with the terms of this Section 3.3 and is sufficiently committed and adequate in amount to provide for the construction of the Minimum Improvements, the Authority shall notify the Developer in writing of its approval. Such approval shall not be unreasonably withheld. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection and the Developer shall have 30 days thereafter to • submit a commitment for additional or alternate financing acceptable to the Authority. If the Developer fails to submit a commitment for financing acceptable to the Authority within said period RHB-190169v 1 6 CT165-12 of time or any additional period to which the Authority may agree, the Authority may notify the Developer of its failure to comply with the requirement of this Section 3.3 and may terminate this Agreement at its sole discretion. Section 3.4. Testing. Within 30 days after execution of this Agreement, the Developer may notify the Authority of its desire to undertake tests and inspections of the Development Property regarding the presence of pollution, contamination or hazardous substances on the Development Property and the suitability of the soils for the Developer's intended purposes. In the event that the Developer, following such tests and inspections, determines in its sole judgment that the condition of the Development Property is unsuitable for construction of the Minimum Improvements, the Developer may terminate this Agreement and return the Development Property to its condition prior to undertaking such tests and inspections. Regardless of whether the Developer avails itself of the right to conduct tests and inspections on the Development Property pursuant to this Section 3.4, after closing the Authority shall have no obligation or liability to the Developer for any unsuitability with respect to the soil conditions or the presence of any pollution, contamination or hazardous substances on the Development Property. Notwithstanding any other provision herein to the contrary, if the Developer proceeds to closing within less than the period of time allowed in this Section 3.4 for testing, such action shall be deemed to be a waiver by the Developer of its right to test on the Development Property. Section 3.5. Conditions Precedent to Conveyance. Notwithstanding anything herein to the contrary, the Authority shall not be obligated to convey the Development Property to the Developer until the following conditions precedent have been satisfied: • (1) The Developer has submitted a commitment or other evidence of financing which is adequate, in the Authority's sole discretion, to fully finance construction of the Minimum Improvements; (2) The Developer has submitted and the Authority has approved the Construction Plans; (3) The Developer has executed the Assessment Agreement in the form attached hereto as Exhibit E; and (4) There has been no Event of Default on the part of the Developer which has not been cured. Section 3.6. Closing; Delivery and Recording. Subject to the substantial satisfaction of all of the terms and conditions contained in this Agreement which must be satisfied prior to the Authority's conveyance of the Development Property to the Developer, the Authority shall execute and deliver the Development Property Deed to the Developer at closing. Closing shall occur on or as soon thereafter as reasonably practicable. If closing has not occurred by , either party may terminate this Agreement by notice to the other in accordance with Section 9.4 of this Agreement. The Developer shall have possession of the Development Property upon closing. Closing shall be at the offices of Kennedy & Graven, Chartered,470 Pillsbury Center,Minneapolis MN 55402 or such other location to which the parties R1-1B-190169v1 7 CT165-12 • may agree. Prior to closing,the Authority shall submit to the Developer a copy of the Development Property Deed and other closing documents for review. The Development Property Deed shall be in recordable form and shall be recorded among the County land records. The Developer shall be responsible for the cost of recording the Development Property Deed, this Agreement and the Assessment Agreement. The Developer shall pay at closing all fees associated with obtaining the commitment for title insurance for the Development Property and for the policy of title insurance. The Developer and the Authority shall each pay at closing one-half of the closer's fee. Section 3.7. Improvements to Property; Plat. (a) The City has constructed or will construct public improvements for the benefit of the Development Property. These improvements include road, sanitary sewer and water. The public improvements have been or will be constructed without direct cost to the Developer and without special assessments levied against the Development Property. (b) The City intents to grade the Development Property prior to its sale to the Developer. The grading will be rough site grading and will produce the elevation on the • Development Property generally required for construction of the Minimum Improvements but is not intended to be final grading. The Developer shall be permitted the opportunity to enter the Development Property and to test or inspect the grading after completion and before closing on the sale of the Development Property. Neither the City nor the Authority make any representations or warranties to the Developer or any other party regarding the site grading nor shall the City or the Authority be liable for any damage to the Minimum Improvements which allegedly results from the • site grading. The Developer's decision to close on the Development Property constitutes its agreement to indemnify and hold the City and Authority harmless against any claim by the Developer or any other party for damages or injury arising out of or related to any site grading conducted by or on behalf of the City or the Authority. (c) The Authority agrees to plat the Development Plat at no cost to the Developer. The final plat will be consistent with the preliminary plat attached hereto as Exhibit F. Section 3.8. Additional Property. The Authority hereby grants the Developer the right to purchase additional property (the "Additional Property") so long as the Developer notifies the authority of its desire to do so no later than . If the Developer decides to exercise its option regarding the Additional Property, the Developer agrees to pay the Authority $ , which purchase price is determined to be $1.65 times the number of square feet in the Additional Property. As a condition of the Developer's exercise of its option regarding the Additional Property,the Developer agrees as follows: a) All dates contained in this Agreement regarding closing shall be delayed for 30 days. b) The Developer agrees that the Minimum Market Value of the Minimum Improvements shall be no less than$ ; and c) The Developer agrees that Section of this Agreement shall be modified to require that the Developer provide full time equivalent jobs on the Development Property. RHB-190169v1 8 0;165-12 • ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in accordance with the Construction Plans and at all times prior to the Termination Date will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained,preserved and kept in good repair and condition. The Developer recognizes that it is because the Developer has agreed to construct the Minimum Improvements that the Authority is willing to offer the assistance outlined in this Agreement. The Developer acknowledges that, in addition to the requirements of this Agreement,construction of the Minimum Improvements will necessitate compliance with other reviews and approvals by the Authority and possibly other governmental agencies and agrees to submit all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Construction Plans. (a) Within 30 days after execution of this Agreement, the Developer shall submit dated Construction Plans to the Authority. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement. The Authority will approve the Construction Plans if they (1) conform to the Preliminary Plans listed in Exhibit C attached hereto; (2) conform to all • applicable federal, State and local laws, ordinances, rules and regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5)if there has occurred no uncured Event of Default on the part of the Developer. No approval by the Authority shall relieve the Developer of the obligation to comply with the terms of this Agreement, the terms of any applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. No approval by the Authority shall constitute a waiver of an Event of Default. (b) If the Developer desires to make any change in the Construction Plans after their approval by the Authority, including any change to the design or materials of the Minimum Improvements or any other change which would also require review or reapproval under any applicable code, ordinance or regulation, the Developer shall submit the proposed change to the Authority for its approval. If the proposed change conforms to the requirements of this section 4.2 with respect to the original Construction Plans or is otherwise acceptable to the Authority, the Authority shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within 10 days after receipt of the written notice of such change from the Developer. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements no later than , 2001. Subject to Unavoidable Delays, the Developer shall have substantially completed the construction of the Minimum Improvements no later than December 31, 2001. All work with respect to the Minimum Improvements to be constructed or provided by the Developer RHB-190169v1 9 CT165-12 on the Development Property shall be in conformity with the Construction Plans. The Developer shall make such reports to the Authority regarding construction of the Minimum Improvements as the Authority deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Section 4.4. Certificate of Completion and Release of Forfeiture. (a) After substantial completion of the Minimum Improvements in accordance with the Construction Plans and all terms of this Agreement, the Authority will furnish the Developer with a Certificate of Completion and Release of Forfeiture in the form of Exhibit D hereto. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement and in the Development Property Deed with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. The Certificate of Completion and Release of Forfeiture shall only be issued after issuance of a certificate of occupancy by the City. (b) The Certificate of Completion and Release of Forfeiture provided for in this section 4.4 shall be in such form as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the Authority shall refuse or fail to provide such certification in accordance with the provisions of this section 4.4, the Authority shall, within 30 days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is • otherwise in default of a material term of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such certification. Section 4.5. Reconstruction of Improvements. If the Minimum Improvements are damaged or destroyed before or after completion thereof and issuance of a Certificate of Completion and Release of Forfeiture, but before the Termination Date, the Developer agrees, for itself and its successors and assigns, to reconstruct the Minimum Improvements to a value at least equal to the Minimum Market Value within one year of the date of the damage or destruction. No delay or failure by the Developer or any successor or assign to reconstruct the Minimum Improvements as required by this Section 4.5 shall alter or limit the Developer's obligations under the Assessment Agreement, which shall remain in full force and effect until the Termination Date. The Minimum Improvements shall be reconstructed in accordance with the approved Construction Plans, or such modifications thereto as may be requested by the Developer and approved by the Authority in accordance with Section 4.2 of this Agreement. The Developer's obligation to reconstruct the Minimum Improvements pursuant to this Section 4.5 shall end on the Termination Date. • RHB-190169v1 l0 l l I0'-IL ARTICLE V4111 Business Subsidy Act Requirements Section 5.1. Compliance with Business Subsidy Provisions. The parties agree and represent to each other as follows: (a) The subsidy provided by the Authority to the Developer pursuant to this Agreement is the conveyance of the Development Property to the Developer at less than fair market value and construction of certain public improvements and provision of certain site preparation at no cost to the Developer. The fair market value of the Development Property, as improved by the City or the Authority, is $ . The Authority has agreed to sell the Development Property to the Developer for $ . The subsidy to the Developer is $ , the amount by which the fair market value of the Development Property exceeds the sale price to the Developer. (b) The public purposes of the subsidy are to promote development of a warehouse facility in the Authority, generate spin-off development at a key location in the Authority, increase net jobs in the Authority and the State, and increase the tax base of the Authority and the State. (c) The goals for the subsidy are to secure construction of the Minimum Improvements on the Development Property; to maintain the Minimum Improvements as a warehouse facility for at least five years as described in clause (f) below; and to create the jobs and wage levels in • accordance with this section 5.1. (d) If the goals described in clause (c) above are not met, the Developer must make the payments to the Authority described in section 5.3. (e) The subsidy is needed because the cost of the Development Property at fair market value plus the cost of public improvements and site preparation benefiting the Property makes development of a manufacturing facility financially infeasible without public assistance, all as determined by the Authority upon approval of the TIF Plan. (f) The Developer must continue operation of the Minimum Improvements as a manufacturing facility for at least five years after the date of issuance of the Certificate of Completion and Release of Forfeiture. (g) The Developer does not have a parent corporation. (h) The Developer has not received, and does not expect to receive financial assistance from any other grantor as defined in the Business Subsidy Act in connection with purchase of the Development Property or construction of the Minimum Improvements. Section 5.2. Job and Wage Goals. Within two years after the date of issuance of the Certificate of Completion and Release of Forfeiture (the "Compliance Date"), the Developer shall cause to be created at least new full-time equivalent jobs on the Development Property • RHB-190169v] 1 1 CT165-12 • (excluding any jobs previously existing in the State as of the date of this Agreement and relocated to this site) and shall cause the wages for the employees to be no less than $ per hour, exclusive of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in this section 5.2 are met by the Compliance Date, those goals are deemed satisfied despite the Developer's continuing obligations under Sections 5.1(f) and 5.4. The Authority may, after a public hearing, extend the Compliance Date by up to one year, provided that nothing in this Section 5.2 will be construed to limit the Authority's legislative discretion regarding this matter. Section 5.3. Remedies. If the Developer fails to meet the goals described in Section 5.1(c), the Developer shall repay to the Authority upon written demand from the Authority a pro rata share of the amount of$ ,representing the amount of the subsidy granted to the Developer (unless the Authority exercises its right of reverter as to the Development Parcel under Section 8.3 hereof); and interest on said amount at the implicit price deflator as defined in Minnesota Statutes, Section 275.50, subd. 2, accrued from the date of issuance of the Certificate of Completion and Release of Forfeiture to the date of payment. The term pro rata share means percentages calculated as follows: (i) if the failure relates to the number of jobs, the jobs required less the jobs created, divided by the jobs required; (ii) if the failure relates to wages, the number of jobs required less the number of jobs that meet the required wages, divided by the number of jobs required; (iii) if the failure relates to maintenance of the warehouse facility in accordance with Section 5.1 60 less the number of months of operation(fl, a anon as a warehouse facility(where any month in which the warehouse facilityis in operation for at least 15 days constitutes p y a month of operation), commencing on the date of the Certificate of Completion and Release of Forfeiture and ending with the date the warehouse facility ceases operation as determined by the Authority, divided by 60; and (iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable percentages,not to exceed 100%. Nothing in this Section 5.3 shall be construed to limit the Authority's remedies under Article VIII hereof. In addition to the remedy described in this Section 5.3 and any other remedy available to the Authority for failure to meet the goals stated in Section 5.1(c), the Developer agrees and understands that it may not a receive a business subsidy from the Authority or any grantor as defined in the Business Subsidy Act for a period of five years from the date of the failure or until the Developer satisfies its repayment obligation under this Section, whichever occurs first. Section 5.4. Reports. The Developer must submit to the Authority a written report regarding business subsidy goals and results by no later than March 1 of each year, commencing March 1, 2002 and continuing until the later of(i) the date the goals stated Section 5.1(c) are met; (ii) 30 days after expiration of the five-year period described in Section 5.1(f); or(iii)if the goals are not met, the date the subsidy is repaid in accordance with Section 5.3. The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act. The Authority will provide RHB-190169v 1 12 C i i b5-12 information to the Developer regarding the required forms. If the Developer fails to timely file any S report required under this Section 5.4, the Authority will mail the Developer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Developer fails to provide a report, the Developer must pay to the Authority a penalty of$100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section 5.4 is$1,000. ARTICLE VI Insurance Section 6.1. Required Insurance. (a) The Developer agrees to provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: (i) Builder's risk insurance, written on the so-called `Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so called "all risk"form of policy; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance)together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $1,000,000 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. The policies of insurance required pursuant to clauses (i) and(ii) above shall be in form and content reasonably satisfactory to the Authority and shall be placed with financially sound and reputable insurers licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause (i) above shall contain an agreement of the insurer to give not less than thirty (30) days' advance written notice to the Authority in the event of cancellation of such policy or change affecting the coverage thereunder. (b) Upon completion of construction of the Minimum Improvements, and prior to the Termination Date, the Developer shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses, including (without limiting the generality of the foregoing) fire, extended coverage, vandalism and malicious mischief, heating system explosion, water damage, demolition cost, debris removal, collapse and flood, in an amount not less than the full RHB-190169v 1 13 C T1b5-12 insurable replacement value of the Minimum Improvements or the Minimum Market Value, whichever is greater. 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 coinsurance 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 and shall be determined from time to time at the request of the Authority, but not more frequently than once every three years, by an insurance consultant or insurer, selected and paid for by the Developer and approved by the Authority; and (ii) Such other insurance, including worker's compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Developer may be self-insured with respect to all or any part of its liability for worker's compensation. Section 6.2. Evidence of Insurance. All insurance required ein this Article VI shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. The Developer agrees to deposit annually with the Authority copies of 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 VI, each policy shall contain a provision that the insurer shall not cancel nor materially modify it without giving written notice to the Developer 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 policy, the Developer shall furnish the Authority evidence satisfactory to the Authority that the policy has been renewed or replaced by another policy conforming to the provisions of this Article VI, or that there is no necessity therefor under the terms of this Agreement. In lieu of separate policies,the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. ARTICLE VII Collection of Taxes; Assessment Agreement; Reimbursement of Increment Section 7.1. Taxes. The Developer agrees that prior to the Termination Date: (1) it will not seek administrative or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (2) it will not seek administrative or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the unconstitutionality of any such tax statute as a defense in any proceedings,including delinquent tax proceedings; (3) it will not cause a reduction in the Minimum Market Value paid in respect of the Minimum Improvements through: R.HB-190 169.1 14 t1 165-12 (a)willful destruction of the Minimum Improvements or any part thereof; (b) willful refusal to reconstruct damaged or destroyed property pursuant to section 4.5 of this Agreement; (c) a request to the County assessor to reduce the Minimum Market Value of all or any portion of the Minimum Improvements; (d) a petition to the board of equalization of the County to reduce the Minimum Market Value of all or any portion of the Development Property; (e) a petition to the board of equalization of the State or the commissioner of revenue of the State to reduce the Minimum Market Value of all or any portion of the Development Property; (1) an action in a district court of the State or the tax court of the State seeking a reduction in the Minimum Market Value of the Development Property; (g) an application to the commissioner of revenue of the State or to any local taxing jurisdiction requesting an abatement of real property taxes; (h) any other proceedings, whether administrative, legal or equitable, with any administrative body. within the County or the State or with any court of the State or the federal government; or (i) a transfer of the Development Property or Minimum Improvements, or any part thereof, to an entity exempt from the payment of real property taxes under State law. The Developer shall not, prior to the Termination Date, apply for a deferral of property tax on the Development Property or the Minimum Improvements. Section 7.2. Assessment Agreement. (a)Prior to conveyance of the Development Property, the Developer and the Authority agree to execute an Assessment Agreement pursuant to Minnesota Statutes, Section 469.177, subd. 8, specifying the Minimum Market Value for the Development Property together with the Minimum Improvements. The amount of the Minimum Market Value shall be no less than $1,750,000 as of January 2, 2002 for taxes payable beginning in 2003 through the Termination Date, notwithstanding any failure to complete construction of the Minimum Improvements by the date specified in Section 4.3 of this Agreement. (b) The Assessment Agreement shall be substantially in the form attached hereto as Exhibit E. Nothing in the Assessment Agreement shall limit the discretion of the Assessor to assign a market value to the Development Property and Minimum Improvements in excess of such Assessor's Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in such market value for property tax purposes; provided, however, that the Developer shall not seek a reduction of such market value below the Assessor's Minimum Market Value set forth in the Assessment Agreement in any year so long as • such Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in RHB-i 90 i 69v i 15 effect until the Termination Date; provided that if at any time before the Termination Date the Assessment Agreement is found to be terminated or unenforceable by any Tax Official or court of competent jurisdiction, the Minimum Market Value described in this Section 7.2 shall remain an obligation of the Developer or its successors and assigns (whether or not such value is binding on the Assessor), it being the intent of the parties that the obligation of the Developer to maintain, and not seek reduction of, the Minimum Market Value specified in this Section 7.2 is an obligation under this Agreement as well as under the Assessment Agreement, and is enforceable by the Authority against the Developer, its successors and assigns in accordance with the terms of this Agreement. Section 7.3. Right to Collect Delinquent Taxes. The Developer acknowledges that the Authority is providing substantial aid and assistance to the Developer through sale of the Development Property for less than market value and the provision of certain public improvements and site preparation without cost to the Developer. The Developer understands that the real estate taxes on the Development Property and the Minimum Improvements must be promptly and timely paid. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes,that the Developer is also obligated at all times prior to the Termination Date by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Development Property and the Minimum Improvements. The Developer acknowledges that at all times prior to the Termination Date this obligation creates a contractual right on behalf of the Authority to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax • payment to the County auditor. In any such suit, the Authority shall also be entitled to recover its reasonable out-of-pocket costs, expenses and attorney fees. Section 7.4. Use of Tax Increments. The Authority shall be free to use any tax increment received from the Minimum Improvements for any purpose for which such increments may lawfully be used under the TIF Plan and pursuant to the provisions of State law, and the Authority shall have no obligations to the Developer with respect to the use of such increment. Section 7.5. Reimbursement of Tax Increment. Minnesota Statute, section 469.176, subd. 4c limits the use of tax increment in an economic development district to projects occupied by permitted uses. Minnesota Statutes, section 469.1771 requires the Authority to reimburse increment distributed to it and used to assist a project which does not qualify for tax increment assistance. If the Authority is required to reimburse tax increment to the County or any other governmental entity pursuant to Minnesota Statutes, section 469.1771, or any other provision of the TIF Act, the Developer agrees to reimburse a similar amount to the Authority within 30 days' written notice to the Developer. The Authority may add interest on the unpaid balance at 8 percent per year beginning on the 31st day after notice to the Developer. Failure by the Developer to reimburse the Authority pursuant to this section 7.5 shall constitute a lien on the Development Property. • S RHB-190169v1 16 CT 165-12 410 ARTICLE VIII Prohibition Against Sale; Encumbrances Section 8.1. Prohibition Against Sale of Minimum Improvements. The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, for the purpose of development of the Development Property and not for speculation in land holding. The Developer further recognizes that in view of the importance of the construction of the Minimum Improvements on the Development Property to the general welfare of Cottage Grove and the substantial assistance that has been made available by the Authority for the purpose of making such Development possible,the fact that any act or transaction involving or resulting in a significant change in the identity of the Developer is of particular concern to the Authority. The Developer further recognizes that it is because of such qualifications and identity that the Authority is entering into the Agreement with the Developer, and, in so doing, is further willing to accept and rely on the obligations of the Developer for the faithful performance of all undertakings and covenants hereby by it to be performed. For the foregoing reasons, the Developer represents and agrees that, prior to the issuance of the Certificate of Completion and Release of Forfeiture, there shall be no Sale of the Development Property or the Minimum Improvements by the Developer nor shall the Developer suffer any such Sale to be made, without the prior written approval of the Authority. • Section 8.2. Limitation Upon Encumbrance of Development Property. Prior to the issuance of the Certificate of Completion and Release of Forfeiture, the Developer agrees not to engage in any financing creating any mortgage or other encumbrance or lien upon the Development Property or the Minimum Improvements, whether by express agreement or operation of law, or suffer any encumbrance or lien to be made on or attached to the Development Property or the Minimum Improvements, other than the liens or encumbrances directly and solely related to construction of the Minimum Improvements and approved by the Authority, which approval shall not be withheld or delayed unreasonably if the Authority determines that such lien or encumbrance will not threaten its security in the Development Property or the Minimum Improvements. ARTICLE IX Events of Default Section 9.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the Authority or the Developer to proceed to closing on the Development Property after compliance with or the occurrence of all conditions precedent to closing; S RHB-190169v1 17 CT165-12 410 (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof,unless such failure is caused by an Unavoidable Delay; (c) Failure by the Developer to pay real estate taxes or special assessments on the Development Property and Minimum Improvements as they become due; (d) Appeal or challenge by the Developer or any party on its behalf of the Minimum Market Value prior to the Termination Date; (e) Use by the Developer or others of the Minimum Improvements for purposes other than those contemplated and permitted by this Agreement,including failure to comply with Sections 7.5 and 10.3 of this Agreement. (f) Transfer or Sale of the Development Property or the Minimum Improvements or any part thereof by the Developer in violation of Sections 7.1 or 8.1 of this Agreement and without the prior written permission by the Authority; (g) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; or (h) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or the Assessment Agreement; Section 9.2. Remedies on Default. Whenever any Event of Default referred to in section 9.1 of this Agreement occurs, the non-defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said 30 days or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non- defaulting party reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement, including refusing to close on the Development Property, until it receives assurances from the defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) Terminate or rescind this Agreement; (c) If the default occurs prior to completion of the Minimum Improvements, the Authority may withhold the Certificate of Completion and Release of Forfeiture; (d) If the default occurs prior to issuance of the Certificate of Completion and Release of Forfeiture, revest title in the name of the Authority pursuant to Section 9.3 of this Agreement; RHB-190169v1 18 c1-165-12 • (e) Enforce the Assessment Agreement; (f) Enforce the provisions of this Agreement relating to the Business Subsidy Act; and (g) Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non-defaulting party to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement or the Assessment Agreement. Section 9.3. Revesting Interest in the Authority Upon Happening of Event of Default Subsequent to Conveyance to Developer. In the event that subsequent to conveyance of the Development Property to the Developer and prior to the issuance of a Certificate of Completion and Release of Forfeiture for the Minimum Improvements: (a) the Developer, subject to Unavoidable Delays, fails to begin construction of the Minimum Improvements in conformity with this Agreement and such failure to begin construction is not cured within 30 days after written notice from the Authority to the Developer to do so; or (b) subject to Unavoidable Delays, the Developer, after commencement of the construction of the Minimum Improvements, fails to carry out its obligations with respect to the completion of construction of the Minimum Improvements(including the nature and the date for the completion thereof), or abandons or substantially suspends construction work, and any such failure, • abandonment, or suspension shall not be cured, ended, or remedied within 30 days after written demand from the Authority to the Developer to do so; or (c) the Developer shall fail to pay real estate taxes or assessments on the Development Property when due, or shall place thereon any encumbrance or lien 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 satisfactory to the Authority made for such payment, removal, or discharge, within 30 days after written demand by the Authority to do so or such longer period, not to exceed 60 days, as may reasonably be necessary to remove said lien or encumbrance; provided, that if the Developer shall first notify the Authority of its intention to do so, it may in good faith contest any mechanics' or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if the Developer provides the Authority with a bank letter of credit or other security in the amount of the lien, in a form satisfactory to the Authority,pursuant to which the bank will pay to the Authority the amount of any lien in the event the lien is finally determined to be valid or, as an alternative to such forms of security, has made a deposit with the district court in the manner provided in Minnesota Statutes, section 514.10. During the course of such contest, the Developer shall keep the Authority informed respecting the status of such defense; or (d) there is, in violation of Sections 7.1 or 8.1 of this Agreement, any transfer of the Development Property to an entity exempt from payment of real estate taxes or any Sale of the410 Development Property or the Minimum Improvements or any part thereof, and such violation shall not be cured within 30 days after written demand by the Authority to the Developer, RHB-190169v 1 19 C f165-12 • then the Authority shall have the right to re-enter and take possession of the Development Property and to terminate and revest in the Authority the interest of the Developer in the Development Property; provided, however, that any exercise by the Authority of its rights or remedies hereunder shall always be subject to and limited by, and shall not defeat,render invalid or limit in any way the lien of any mortgage or other encumbrance specifically and previously authorized by the Authority in writing under this Agreement or any rights or interests provided in this Agreement for the protection of the holders of an approved encumbrance. Section 9.4. No Remedy Exclusive. No remedy herein conferred upon or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Article X of this Agreement. Section 9.5. No Additional Waiver Implied by One Waiver. In the event any covenant or agreement contained in this Agreement should be breached by either party and thereafter waived by • the 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. ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Representatives Not Individually Liable. No officer, official, or employee of the Authority shall have any personal financial interest, direct or indirect,in this Agreement, nor shall any such officer, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests, directly or indirectly. No officer, official, or employee of the Authority shall be personally liable to the Developer, or any successor in interest,in the event of any default or breach or for any amount which may become due or on any obligation under the terms of this Agreement. Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer, for itself and its successors and assigns, agrees to devote the Property and Minimum Improvements only to such land use or uses as may be permissible under the City's land use regulations. The Developer, for itself, its successors and assigns, acknowledges the limitations on use of the Property and the Minimum Improvements RHB-!90169v 1 20 CT165-12 1 imposed by Section 469.105 of the EDA Act and agrees to with such restrictions. The • �' comply P Y Developer, for itself and its successors and assigns, acknowledges the limitations on the use of the Property and the Minimum Improvements imposed by Section 469.176, subd. 4c of the TIF Act and agrees to comply with such restrictions through the Termination Date. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement is intended to or shall be merged by reason of delivery of the Development Property Deed and the Development Property Deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Authority: 7516 80th Street South Cottage Grove MN 55016 Attn: EDA Executive Director (b) in the case of the Developer: 429 North Prior Avenue St. Paul,MN 55104 Attn: • or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 10.5. Section 10.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.7. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the Authority or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third-party beneficiary, principal and agent, limited or general partner, or joint venture between the Authority and the Developer. • R-HB-190159v1 21 `T155..12 • IN WITNESS WHEREOF, the Authority and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2000, • by and ,president and executive director,respectively,of the Cottage Grove Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public S RHB-190169v1 22 CT165-12 TR.ADEHOME SHOE STORES,INC. • By Its STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was executed this day of , 2000, by , the of Tradehome Shoe Stores, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public • • R1-1B-1901691,1 23 CTlbc_12 . • EXHIBIT A LEGAL DESCRIPTION The Development Property is located in Washington County,Minnesota, and is legally described as follows: [to be completed prior to execution] Rid-190i69v1 CT165-12 A-1 41 1 • EXHIBIT A-1 LEGAL DESCRIPTION OF ADDITIONAL PROPERTY [to be completed prior to execution] S • • R1413-190169v1 CT165-12 A-1 i S EXHIBIT B FORM OF QUIT CLAIM DEED [to be completed] • 411 RHB-190169v1 CT165-12 B-1 • , EXHIBIT C LIST OF PRELIMINARY PLAN DOCUMENTS The Minimum Improvements shall be constructed in accordance with the following preliminary plan documents: [to be completed] 40 • • RHB-190 169v 1 CT165-12 C-1 • EXHIBIT D FORM OF CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Cottage Grove Economic Development Authority (the "Grantor"), by a deed recorded in the office of the County Recorder in Washington County,Minnesota, as Document No. , has conveyed to Tradehome Shoe Stores, Inc., a Minnesota corporation (the "Grantee"),the following described land in County of Washington and State of Minnesota,to-wit: (to be completed prior to execution) and WHEREAS, said deed was executed pursuant to that certain Contract for Private Development by and between the Grantor and the Grantee dated the day of , 2000 and recorded in the office of the County Recorder in Washington County, Minnesota, as Document No. , which Contract for Private Development contained certain covenants and restrictions regarding completion of the Minimum Improvements; and WHEREAS, said Grantee has performed said covenants and conditions 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 construction of the Minimum Improvements specified to be done and made by the Grantee has been completed and the covenants and conditions in the Contract for Private Development have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by Grantor is hereby released absolutely and forever, and the County Recorder in Washington County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument,to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: , COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director RHB-190169v1 D-1 C T 165-12 e STATE OF MINNESOTA ) )ss. COUNTY OF The foregoing instrument as acknowledged before me this day of , 2000, by and , the president and executive director, respectively, of the Cottage Grove onomic Development Authority, a public body corporate and politic,on behalf of the Economic Development Authority. Notary Public S • R113-190169v1 D-2 CT165-12 • • EXHIBIT E FORM OF ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION By and among THE COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY • and TRADEHOME SHOE STORES,INC. and ASSESSOR FOR WASHINGTON COUNTY, MINNESOTA This Document was drafted by: KENNEDY&GRAVEN, Chartered 470 Pillsbury Center Minneapolis,Minnesota 55402 (612) 337-9300 RHB-190169v1 CT165-12 E-1 THIS ASSESSMENT AGREEMENT, dated as of this day of , 2000, by • and between the Cottage Grove Economic Development Authority, a public body corporate and politic (the "Authority") and Tradehome Shoe Stores, Inc., a Minnesota corporation (the "Developer"). WITNESSETH: WHEREAS, on or before the date hereof,the Authority and the Developer have entered into a Contract for Private Development (the "Development Agreement") pursuant to which the Authority will convey to the Developer certain real property in Washington County, Minnesota, which property is legally described on Exhibit A hereto, (the"Property"); and WHEREAS, pursuant to the Development Agreement, the Developer will construct a warehouse facility containing approximately 50,000 square feet(the"Minimum Improvements")on the Property; and WHEREAS, the Authority and Developer desire to establish a minimum market value for the Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, section 469.177, Subd. 8; and WHEREAS, the Authority and the Assessor for Washington County, Minnesota have reviewed the plans and specifications for the Minimum Improvements which the Developer has agreed to construct or cause to be constructed on the Property pursuant to the Development Agreement. • NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made herein and in the Development Agreement by each to the other, do hereby agree as follows: 1. The Minimum Market Value for the Property with the Minimum Improvements shall be $1,750,000. The parties agree that this Minimum Market Value shall be placed against the Property as of January 2, 2002, for taxes payable beginning in 2003, notwithstanding any failure to complete construction of such Minimum Improvements by that date. 2. The Minimum Market Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on the Termination Date. The Termination Date will occur when the Authority's TIF District No. 1-10 is decertified, which is expected to be nine years after receipt by the Authority of the first tax increment or 11 years after approval of the TIF Plan,whichever occurs first. 3. This Assessment Agreement shall be promptly recorded by the Developer with a copy of Minnesota Statutes, section 469.177, Subd. 8, set forth in Exhibit B hereto. The Developer shall pay all costs of recording this Assessment Agreement. 4. Neither the preambles nor the provisions of this Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Development Agreement. Unless the • RHB-190169v1 CT16S-12 E-2 • context indicates clearly to the contrary,the terms used in this Assessment Agreement shall have the same meaning as the terms used in the Development Agreement. 5. This Assessment Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. Each of the parties warrants and represents that it has authority to enter into this Assessment Agreement and to take all actions required of it and has taken all actions necessary to authorize the execution and delivery of this Assessment Agreement. 7. In the event that any provision of this Assessment Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property, or for carrying out the expressed intention of this Assessment Agreement. 9. Except as provided in Section 8 hereof, this Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties 411 hereto. 10. This Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. 11. This Assessment Agreement shall be governed by and construed in accordance with the laws of Minnesota. • RHB-190169v1 C,3-i2 E-3 1 , , • • . COTTAGE GROVE ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2000, by and ,president and executive director,respectively, of the Cottage Grove Economic Development Authority, a public body corporate and politic under the • laws of Minnesota, on behalf of the Economic Development Authority. Notary Public • RHB-190169v1 CT165-12 E-4 . • TRADEHOME SHOE STORES, INC. By Its STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was executed this day of , 2000, by , the of Tradehome Shoe Stores, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public RHB-190169v 1 E-5 CERTIFICATION BY ASSESSOR S The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Assessment Agreement appears reasonable, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the described property as Washington County Assessor, hereby certifies that the market value assigned to such land and improvements beginning on January 1, 2002 shall be not less than$1,750,000 until termination of this Agreement. Assessor for Washington County,Minnesota STATE OF MINNESOTA ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000 by ,the Assessor for Washington County,Minnesota. • Notary Public • RHB-190169v 1 CT165-12 E-6 , • • EXHIBIT A TO ASSESSMENT AGREEMENT The Property is legally described as follows: [to be completed] • RHB-190169v1 1163-12 E-7 EXHIBIT B TO • ASSESSMENT AGREEMENT Section 469.177, subd. 8. Assessment Agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. • RHB-190169v 1 CT165-12 E-8 • EXHIBIT F PRELIMINARY PLAT OF [TO BE ATTACHED] • •• R!-E 19C 169v1 C1163-i 2 F-1 r '- . - five(5)percent of Base Bid submitted,made des and services,obstacles which may be CITY OF COTTAGE GROVE K -:wale to Owaer,as guarantee that Bidder encountered and.n other annditiona ael.dve 10 NOTICE OF PUBLIC Till,if awarded,enter into Contract in accor- the Work to be performed. r 1 . grace with Contact Documents and submitted AdditioraCAmny,1110on•Contractors shall not HEARING ON AWARDING receive extra payments for conditions which BUSINESS SUBSIDIES EXAMINATION OF DOCUMENTS: son be determined by examining the ate and • r ,yBOrings,Project Manual,aud.QtluxCaooact 1`'he Canract Documents. • - NOTICE IS HEREBY GIVEN that the City •-,,-.4„.....4 k.• -ments ma be examined at Offices of Coa- on Manager,Architect and at following Bids requested by South Washington County Grove Economic Development Scbol� Authority will meet on Tuesday,January 9, Minneapolis Builders Eachmic 2001,at 7:30 a m at the City Hall,7516-80th - 1123 Glenwood Avenue - • , 1Ft:bushed in the so th Waseingtors catty Street Scud►•Cottage Grove,Minnesota,to con- • Minneapolis,MN 55405 _ 'Bailetin on Wednesday,January 3,2001 and bice a public hearing on a proda ce to award Telephone:612-381-2620 Wednesday,January 10,2001.abode- subsidies,in accordance with criteria �� Pa3z) enrtabl;shea by City of Cottage Grove under gethF.W.Dodge Plan Room Resolution No.99-204.1.to Advance Corpora- 1600 Parklavvn Avenue Suite 352 tion.All persons interested may appear and be Minneapolis,MN 55435 heard at the time and place set forth above. - ' Telephone:952-831-5700 CITY OF COTTAGE GROVE Dated:December 27,2000 1t Paul Builders Excbange ` ORDINANCE NO.691 BY ORDER OF THE CITY COUNCIL OF ;445 Farrington Sues CITY OF COTTAGE GROVE,MIN- It Paul,MN 55103 AN ORDINANCE FOR THE CITY OF THE THE MIN- Telephone:651-224-7545 COTTAGE GROVE,PAINNESOTA - AMENDING CITY CODE SECTION By Ryan Schroeder,City Adminhtrator Construction Market Data 11-1.6,ZONING MAP VIA REZONING • • 9143 Science Center Drive -- - CERTAIN PROPERTY FROM AG-I, sr Hope,MN 55428 r- _ AGRJCULTURAl.PRESERVE,TO AG-2, (dished in the South Washington County • Telephone:763-537-7730 AGRICULTURAL ` Bulletin on Wednesday,January 3,2001.abode . . fghijklmnopgtstuvwxyz) - VICCUREMENT OF DOCUMENTS: The City Council of the City of Cottage Bidders may secure up to two sets of - Grove.Washington County.Minnesota.does , • and Contract Dpcuaents at Office of ordain as follows: • -;, Manager,Kraus-Anderson Cor- 11w City of CITY OF COTTAGE GROVE '..Company-Midwest Division,86 5 •' 6nage Grove's Official zoning Map as rater- NOTICE OF PUBLIC Street N.E.,PA.Box 158,Circle- encs in Secien 11-1-6 of the"Code of the Minnesota 55014,phone 763-786-7711, City of Cottage Grove,"County of Washington. HEARING ON AWARDING ,.'t of$50.00 per set.Deposit will be State of Minnesota,shall be amended by rezon- BUSINESS SUBSIDIES if documents are returned to comm. lug approximately three,ores of land as legally in good coediUon,within l0,days described below from AG-1,bicultural Pre- NOTICE IS HEREBY GIVEN that the City Opening.and Planholder has submit- serve,to AG-2,Agriculture: . of Cottage Grove Economic Development PIN:29-027-21.11-0003 Authority will meet on Tuesday,January 9, OF COMPLETION:Owner requires Section 29 Township 27 Range 21,the East 2001,at 7:30 a.m.at the City Hall.7316-80th he substantially complete on or before Half of the East Half of the Northeast Quarter, Street South,Cottage Grove,Minnesota,to con- =and fully complete before May excepting the South 330 feet thereof,and duct a public hearing on a proposal to award Bids stun reflect an coos necessary except the South 330 feet of the North 1,650 business subsidies,in accordance with criteria schedule requirement. feet,except the West 66 feet of tate East Half of .-established by City of Cm2_P Grove under 'I'MANCE AND PAYMENT -. the EaSt Half of the Northeast Quarter of Sec- Resolution No.99.204.1,to Tlradehome Shoe Contractor shall provide Performance tion 29 Township 27 Range 21,subject to right- .Stores,be.All persons interested may appear Labor and Material Payment Bond in way of Ideal Avenue South. and be heard at the time and place set forth 01100 percent of the Contract Sun This above. 'S RIGHT TO REJE(TBiDS: . ordinance amendment shall be in full force and . the tight to!eject*Bid much •efie rive from and after adoption and publics- Dated:December 27,2000 - incomplete or irregular or to kion according to law. - . 'ties or irregularities in a Bid Passed this 20 day of December,2000. BY ORDER OF THE CITY COUNCIL OF a Bid,which in the : THE CITY OF COTTAGE GROVE,MIN- , -,tis in the Owne4 a blest litter- John D.dealer,Mayor A . . ON UFKIC[ TIif 'PS ii9D 1t►aei[: • k By Is/Ryan Schroeder,City Animator . Cora M.Streaky.City Clerk _ . .. r „ 'Bidders suncare- ' (Published in the South Washington County entire contents of Contract Doty- +t in the South Washington County Bulletin on Wednesday,January 3,2001.abcde- for the work to become shot- Bulletin tri Wednesday,January 3,2001.abode- food . q yz) with all requirements. . fghijklamopgrst uvwxyz) - , • •Bidders silk visit the • . -.. , to obtain first-hard knowledge - - • .;'ons.including existing stili- _.-.. _- `::. `- �,_ tt ,,-.....11,• .---1‘,. #1•""- -. ' • 44: 4.O.t .- ,- - i• . .,„....„ .. .„." .,..„ . . • • . ,_ - 4::-.:". ' -_ ' outhe iletin's Disneiv Trin Give-away is - City of Cottage Grove • Memo To: Economic Development Authority Members 110 From: Michelle A. Wolfe, Assistant City Administrator Date: 01/05/01 Re: Project Updates Item 4C Attached is the list of active projects. Staff will provide a verbal update at the meeting. Attachment • F:\GROUPS\PER_ECON\Economic Development\EDA Memos\2001\Jan 01 Proj Update.doc ACTIVE LEADS QUERY EDA PACKET 1/5/01 • Proposal ID Project Description SF/Acres Needed ED-00-19 Manufacturing 90,000 sf/ 10 acres ED-00-22 Office Warehouse 45,000- 50,000 sf warehouse, 4,000- 5,000 office ED-00-31 Grove Plaza NA ED-00-32 Hotel & Restaurant 70,000-80,000 sf ED-00-34 Stamping facility 155,000 sf/30 acres ED-00-35 Post Office 33,659 sf/5 acres ED-00-37 Manufacturing 400 - 500,000 sf/26-33 acres ED-00-40 Light Manufacturing 100,000 sf/5-10 acres ED-00-43 Distribution Facility 80-90,000 sf/11-15 acres ED-00-44 Manufacturing 75,000- 100,000/4.6-6.6 acres ED-00-50 Engineering facility 10,000 sf/1-2 acres ED-00-51 Manufacturing 20,000 -60,000 sf/2-5 acres ED-00-56 Cable/Fiber Optic Co. 50 - 100,000 sf/4-8 acres ED-00-58 Distribution Center 20-30,000 sf/2-3 acres ED-00-60 Headquarters facility 15,000 sf/2 acres ED-00-61 Retail/Mixed Use ED-00-62 Office Development 40-5-acres ED-00-64 Manufacturing/Distribution 8-10 acres ED-00-65 Build and Lease facility 90,000 sf ED-00-69 Manufacturing 450,000 sf/45 acres ED-00-70 Retail Business 23,500 sf/3.84 acres ED-00-71 Wood Manufacturing 100,000 sf/6-10 acres ED-00-72 Restaurant ED-00-74 Manufacturing 50,000 sf ED-00-79 Manufacturing and Office 286,000 sf ED-00-80 Mixed Use Commercial 56,575 sf/9.42 acres ED-00-83 Manufacturer 40,000 -60,000 sf/5 acres ED-00-84 Multi-Tenant Spec. Building ED-00-85 Distribution Center 70,000-200,000 sf/12-15 acres ED-00-86 lumber distribution 175000 sf • Page 1 • City of Cottage Grove • Memo To: Economic Development Authority Members ,_\46From: Michelle A. Wolfe, Assistant City Administrator Date: 01/05/01 Re: Business Breakfast Item 4D Attached is a memorandum from Dan King with updated information about the Business Breakfast. S Attachment F1GROUPS\PER_ECON\Economic Development\EDA Memos\2001\Jan 01 Breakfast.doc • COAGE GROVE To: Economic Development Authority Members From: Dan King,Management Analyst i Date: January 5,2001 Re: Business Recognition Breakfast 4D The Annual Business Recognition Breakfast is set for Monday 7:00 a.m., January 29, 2001 at 3M Cottage Grove Center, Bldg. 116. Jeff Cheever and Fred Luden from 3M have arranged for a speaker from Xcel Energy, Colette Jurek, to give a presentation on "Restructuring in the Electric Industry" and how this will affect businesses. The normal time on this presentation is 20-30 minutes. • We will also have the three administrators from Newport, St. Paul Park and Cottage Grove giving their "State of the City" address. As of this date we have not determined the time allotment for the speakers, nor have we finalized the agenda, eg. registration time, serving time, when the speakers will start, etc. An announcement was printed in the Chamber of Commerce Newsletter, and invitations will be sent this week. The Cable Commission has been notified and will be on hand to tape the event, and the Bulletin will also be notified. • City of Cottage Grove • Memo To: Economic Development Authority Members From: Michelle A. Wolfe, Assistant City Administrator Date: 1/5/01 Re: EDA and Staff Vacancies Item 4E EDA As you know, Shannon Green has resigned from the EDA. The Mayor needs to recommend a new member for the duration of Shannon's term. Shannon was asked to determine if there is any other Renewal representatives who would be interested in • serving on the EDA. She has replied that the new Plant Manager, Mr. Jeff Freeburg, is interested in the opening. He is also considering an active role with the Chamber of Commerce, so his interest in the EDA seat is contingent upon this. Either he or Shannon will contact us in the near future regarding this. Staff We recently received a resignation from Management Analyst Dan King. Dan will be taking a position as City Planner/Economic Development Coordinator for the City of Kasson, MN. His last day will be January 12. Among his duties, Dan had taken over as "Donut Boy", stopping at Emily's in Hastings on the mornings of EDA meetings. You should be aware that donut provision will likely be affected by Dan's resignation. We have posted and advertised for the vacancy. The closing date is January 19. We will keep you apprised on our progress in filling the position. • G:\Economic Development\EDA Memos\2001\Jan 01 Vacancies b.doc r City of Cottage Grove i Memo To: Economic Development Authority Members From: Michelle A. Wolfe, Assistant City AdministratorA/tAkte, Date: 01/05/01 Re: Election of EDA Officers Item 4F BACKGROUND Per the By-Laws you approved in September 2000, there needs to be an annual election of EDA Officers. The positions are as follows: President • Vice-President Secretary Treasurer Assistant Treasurer Executive Director The Authority by also designates a Deputy Executive Director who shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director. The Secretary and Assistant Treasurer need not be members of the Board. The President, Treasurer and Secretary shall be elected annually. Terms for those appointed Assistant Treasurer and Executive Director (and Deputy) could be on going until changes are necessary or recommended. Attached is the section of the by-laws referencing election of officers. ACTION Elect the positions of President, Vice-President, Secretary, Treasurer and Assistant Treasurer. Appoint the position of Executive Director (Deputy Executive Director optional.) • Attachment F:\GROUPS\PER_ECON\Economic Development\EDA Memos\2001\Jan 01 Officers.doc 's _._ — BYLAWS OF THE COTTAGE GROVE • ECONOMIC DEVELOPMENT AUTHORITY ARTICLE I-THE AUTHORITY Section 1. NAME OF AUTHORITY. The name of the Authority is the "Cottage Grove Economic Development Authority". Section 2. SEAL OF AUTHORITY. The seal of the Authority is in the form of a circle and bears the name of the Authority. Section 3. OFFICES OF AUTHORITY. The offices of the Authority are at the Cottage Grove city hall. Section 4. BOARD. The Authority is governed by commissioners(the"Board"), at least of whom are members of the Cottage Grove city council. Section 5. STATUTORY AUTHORITY. The Authority is governed by the provisions of Minnesota Statutes,sections 469.090 through 469.1081 (the"Act"). ARTICLE II-OFFICERS • Section 1. OFFICERS. The officers of the Authority are the President, the Vice-President, the Secretary, the Treasurer, and the Assistant Treasurer. The Authority shall elect the President, Treasurer and Secretary annually and they shall hold office for a term of one year or until their successors are elected and qualified. The Secretary and Assistant Treasurer need not be members of the Board. Section 2. PRESIDENT. The President shall preside at meetings of the Authority. The President shall sign contracts, deeds and other instruments made by the Authority. The President may submit recommendations and information concerning the business, affairs and policies of the Authority at any meeting. At the annual meeting, the President shall submit to the Board a report summarizing the activities and programs of the Authority for the past year and containing the President's recommendations for Authority activities for the ensuing year. Section 3. VICE-PRESIDENT. The Vice-President shall perform the duties of the President in the absence or incapacity of the President. In case of the absence or incapacity of the President or vacancy in the office of President, the Vice-President shall perform the duties of the President until a successor has been appointed and qualifies. No person may serve as President and Vice-President at the same time. Section 4. SECRETARY. The Secretary shall keep minutes of all meetings of the Board and maintain all records of the Authority. The Secretary shall have custody of the seal of the 111 Authority and shall affix the seal to contracts and other instruments authorized by the Authority. - F.i1-16:711v1 1 CT165-1 110 I I- 111, - S The Secretary shall also have such additional duties and responsibilities as the Board may from time to time prescribe by resolution. Section 5. TREASURER. The Treasurer shall (i)receive and be responsible for Authority money; (ii)be responsible for the acts of the Assistant Treasurer; (iii) disburse Authority money by check only; (iv) keep an account of the source of all receipts, and the nature, purpose and authority of all disbursements; and (v) file the Authority's detailed financial statement with the Secretary at least once per year at the time set by the Authority. Section 6. ASSISTANT TREASURER. The Assistant Treasurer shall have the powers and duties of the Treasurer if the Treasurer is absent or incapacitated. The Assistant Treasurer shall deposit the funds in the name of the Authority in a depository selected by the Authority. The Assistant Treasurer shall keep regular books of account showing Authority receipts and expenditures and render to the Authority an account of the financial condition of the Authority. In the absence or incapacity of the Executive Director and Deputy Executive Director, the Assistant Treasurer, with the President, may sign contracts, deeds and other instruments made by the Authority. Section 7. EXECUTIVE DIRECTOR. The Authority shall employ an Executive Director who shall exercise general supervision over the administration of its business and affairs. With the President, the Executive Director shall sign contracts, deeds, and other instruments made by the Authority. The Executive Director shall be responsible for the management of the projects and general affairs of Authority, under the direction of the Board. The Authority may designate a Deputy Executive Director who shall perform the duties of the Executive Director in the absence or incapacity of the Executive Director and carry out other tasks as delegated by the Executive Director. Section 8. EMPLOYEES; SERVICES. The Authority may employ a chief engineer, other technical experts and agents and other employees as it may require, and determine their duties, qualifications and compensation. The city council may, by resolution, place any employees of the city under the direction and control of the Authority or may authorize any employee of the city to devote a portion of the employee's time to Authority duties and determine what reimbursement, if any, the Authority shall make to the city for use of its employees. The Authority may contract for the services of consultants, agents, public accounts and other persons needed to perform its duties and exercise its powers. The Authority may use the services of the city attorney or hire a general counsel for its legal needs. Section 9. ADDITIONAL DUTIES. The officers and employees of the Authority shall perform other duties and functions as may from time to time be required of them under these bylaws or by the Authority pursuant to resolution. Section 10. VACANCIES. If the office of President, Vice-President, Treasurer, Secretary or Assistant Treasurer becomes vacant,the Board shall elect a successor at the next regular meeting or at a special meeting called for that purpose. The successor serves for the unexpired term of the • office. R}IE-184711 v 1 2 C 1'165-1