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Home My WebLink About1998-06-03 PACKET 08.B.COUNC�L AGENDA REQUEST OF CITY COUt��I�- ��TIdN fiflEETIPlG fTEivt #�j+ DATE 6131___,ga _.__ -----° Kirstin Barsness Economic Devetopment Ruthorit S FeUTHOR PREP�B� ORlG1NP.T{N(' DEPAR7ME�T a a e s s x r a a a a a� a e a r v x t c� e m a s s a r a e�a a a a a,e e a r n a e r a o R w COUtdC6L ACTION REQVEST: qndersen Project, qpprove Development Agree ste s to accompbs its execution. consultants to take necessary P ACTUAL AMOUNT BUDGET IMPLICATION. g�DGETED AMOUNT ADVISORY GOMMISSION ACTION DATE �] pLqNNING �] pugLlC SAFET`r ❑ �uBUC woRKs ❑ PARKS ARlD RECFtEATION [] HUMAN SERVICES�RiGHTS � ECOhlONIIC DEV. AUTHORITY ❑ SUPPORTING DOCUIV1Eh1TS: ____---- s ___----- 613198 ___---- REVIEWED ❑ ❑ 0 � � Memo from Kirstin Barsness ❑ RESOLU7 [� ORDINAh ❑ LEGA RECOM►VIENDAT�IOND�TION: [] OTNEf2: � and authorize staff and APPROVED ❑ ❑ 0 Pending ❑ dated Iviay 2�, 1998 DENIED ❑ ❑ ❑ � RDMINI57RP��ORS CO�ME��S �S`��9 5' ciqy Administrafar C7ate R& A tl� F A 6 fi d& R 8 4* 8 4 6 R k 9 k�Y ffi 0&# 4 .«$.«�,�$&��«��..��.� : . [] �ppF2(7UECl ❑ �EPlIECI � p'.�GgOUPS�6'��_�C�'��EB\CG Items�Ftenewa� Flgr�m��'t Gover-June 98.dac C �,� o f ��},age Grove .. • Counci� \ � � J�'`' To: Honorable Mayor and City jj_ �� F� Kirstin Barsness, Economic Development D�'e Date�. 0512919 qndersen Project Re�. Development Agreement for Renewai bY INTRODUCTI � p qndersen project has been ro ect, The Development Ag��ment to facilitate the Renewa y e�ensions prowded reed to by both parties. In the document are the details of the p 1 drafted and a9 ance of prope�Y, s�te improvements {he �� and Job inctuding: convey aid for by Rene�l bY py the City, improvements made and p �ause. covenants, definition of minimum improveme �eemenband a deficiency Andersen to the site, a Mlnimum Assessment Ag ed for your review�aed ment Agreement has been art� �oving the Develop A o { the Develop ass a motion aPP and ali other steps reference. The City C°unGl is asked to p p�reement and authorizin9 staff and consuitants to take any necessary �n order to accomP��sh the execut�on of the document. pEVELOPMENT AGREEMENT SUMMARY A. CO�EYANCE OF PROPERTI' nt A�hority (EDA or Authority) wstt FamilY 3� aaes under the option agreement that The Cottage Grove Econom�° Developme �'� then be sold t° R�e�� bY pu�chase from the Glendenning wraas enacted in September '►9g7 • This P �� Pe � ' faGiity� �n addition to the 3 �st af an the EDA wi�� Option 10 more acres directl�ya� the p,ndersen as the s°t the comp�Y, manufactunng tion to p currentiy needed bY rant Renewa� bY A�dersen the op �� a o q�in the propoS� S�te and g ri time irame. �e A � hO �� a reed up0 containing approximately 15 propeRY bY a mutually 9 S � developme�t pr�Pe�y another option to purchase an additionai trs of the proP° qndersen acres and lying genera��Y `n�st and northv�e the Seiler's land. Renewal bY and east of Ideaf Aven�e projected throug wili have the opportunity to acquire this tract rf the company ir�forms the City of its intent to do so before the option with the seiler expires. B� MUNICIPAL SITE AND UTILITY IMpOVEMENTS In order to faqiitate the cA�sWc�� o f �@ ��Pany's minimum improvements, it wilt be necessary, { � �iry to const�� certain public street and utility improvements. The pub�)c improvements consist of the following: • The improvement of Jamaica Avenue from 95"' Street to 10Q"' Sfreet • The improvement of 10p"' Street from Jamaica qvenue to Ideal Avenue • The constructlon of a nev�, g�m Street from Jamaica Avenue westeriy a distance of approximately 1500 feet • The 2�ctensron of sanitary sewer and water from the intersection of 95"' Street and Jamaica qvenue along the easterl development site, and from the intersection of �� to the Avenue to the northv�steriy portion of the development sse andaooped to the water line in Jamaica Avenue. • Consfruction of a storm water detention of the development sife and the Iand adjace t there oe northeastem comer The City committed to improving Jamaica qvenue and 100"' Street by the year 2000. However, it is possibie that a portfon of the improvements could take piace yet this year. �• COMPANY SITE AND UTILfTY IMpROVEMENTS The costs associated witti the construction of 97"' Street will be assessed over a reasonabie term pursuant to the petition for Pubiic Improvements and Special Assessments AppeaL �t is estimated that the construction of 97"� ��ver of cost approximately $150,OQp, Street wiil �• WAGE AND JOB COVENANTS BY no later than June 4, 2ppp, Renewa� b development site at least 225 neH, fult-time equivatent obs (exciuding ny obsfilled by Renewa� by qnder in the State as of the date of Deveiopment Agreement). Per statutory requirements, af least 90 percent of said jobs shall be average wages equal to or exceeding 160 percent of the minimum wa federai !aw for individuais over the a paid annual ge of 20, ge under ENTS a manufacturin9 fac+lity of at in bY ►MPRp �t�an � be9 E• M ates c onstruc��ng . ated that constru p,ndersen antiGp �t �S anticip Ftenewa� bY acre s�� 15,1999. CLA�SE 2 pp,000 sQuare feet �m�ted bY FICIENCY Jury 15, 1998 and be GR ENTI Q � 4 million and the SSMENT A EE � This pSSE the prolect �S �' this vatue. F, M � N � M � M market value fos reement certrfy�n9 ent avaiiabie The a9 n a m"� January 2 incxem e tax ents, reed �P° pssessm 1999• �c�n or interest paYm � mpan y v,iiti si9 ur poses by to make P value is effec�'ve for �e amoun ne �dersen C �t �S less than � ��ty for the Renewai bY h the t�eh� ,�,��y need to paY and g��en that the Sh floW throug mar}cet value ected to � �1�ion minimUm �.� the p�aJect �s eXP At the $$ 4 m . ected outcA ts ds exP G� distri�� P m � increment finan 9 en � and life of the t� evelopment A9�eem (�UIRED oving the �r steps ne�ssary +n orde� to pCT10N RE uid p�ss a motion aPPr ali othe The ��ty � cfl�sultants to tament and authonz�n St� of the dO� accomp�ish the execullon A .�.�. A CNt+AENTS 1. pevelopment A9reement �?$ 3rd Ardit ��NT�� FO� I'kIVATE DEV�LOPMENT �Y aad BetweeA COTTAGE GROV� �CQ,'�'0;4fIC DEV ELOPtVI�NT qGr THp�TY and �N�WAL BY A.NAERSEN, I.yC, This docymenr w$ �a��d by: K �� '; ��DY & Gl2q��,, Charzered 470 Piltsbury Cen�� MinncaAplis, MJ�esoja 554p? 7elephone: 33?-4�Op RxEl,sl9s C1'2o$•3 ; 12.1?pm ptom-KENNEDt � ukA4�N • p_ � CQN'CE_N. . Z TABLE 0 .. PREAI`'18LE ARTIGI.F.1 � r ' ions Section 1.�. Defii�itions � �T1CLE II ties � W a rran.._._. 4 Re resen • an 5 the Au�hoTity �� pevzlupeY . Rep�esentations bY d Wazc�ties by g 2�' RepY esentad °ns � �� III . Seccion 2-� of yr e �� ance e nts ' S . e �vem 6 A � uiaiti� . . t ovem�° 6 p 61ic Im . . . . . . . ce af the FzQPe • ' cha$� price . . • ' . . . ' ��n �d Conveyas�ce', P`u ? 3 1 t3cAuisitio� of A . ... .. 8 Section 7 �Q�ditions e�otdin�, • . . 8 Section 3._ C1os�n'€�, Del'verY �E �es • • � . , 3.3. Ochex �ontin8 d � . . 9 S�ction �'icle; din� Addicio�l Lan . . SectiQn 3 4 �pZtoA RegaY . Section 3.5. ro�emencs • Section 3 6. Fubtic I a�ob Covenant " � 3 �. Wase �' ART�CLE �V a � e erts Section l �� mu m � 0 Co�scructioo �i M' . . . • . . . 1Q ImPrO"ements � .. 11 of Ml��mum , . . • • . - ' . . � ' i l Cpns��ciion 5 . , . . . • • onsuuction . . Sectian 4 1 cdan Plaz� a � of C o f Forfeituze ' � Consau ent an a R S�etion a �' Cummen l � 4.3. Comp Sectian Cerciticace uf geccian � `� A R^�ICL� V nacion � �nd Condem ..... 1� _ ay , ... 13 Section 5.1. lns��cz • • . • � ' ' � � 2 Subordlnation AR"�YCl'� V l s Seccion g ecia► Agsess enr `�ayes� 14 T Increm " ' . 14 uent �T� ' ' � � . . • la Callett De1inA . . . . . . . . � 15 6 � Ra�hc ta eS , . . . . . . Seccion R��e� af T� ' � � � . . . . . , . `. • • • . . gection 6 ? ent AsTeement • �ection 6.3. Assessm ent Guaraz�tze � • ' geccion 6.�+� T�'� I nOTem i R�X9 3 ..�_ � � To: Honorable Mayor and City Council `�� ,� From: Kirstin Barsness, Economic Development D��L�br Date: 05129/98 Re: Development Agreement for Renewal by Andersen Project INTRODUCTION The Development Agreement to facilitate the Renewal by Andersen project has been drafted and agreed to by both parties. In the document are the details of the project, including: conveyance of property, site improvements and utility extensions provided by the City, improvements made and paid for by the company, wage and job covenants, definition of minimum improvements to be made by Renewai by Andersen to the site, a Minimum Assessment Agreement and a deficiency Gause. A copy of the Development Agreement has been attached for your review and reference. The City Council is asked to pass a motion approving the Development Agreement and authorizing staft and consuftants to take any and all other steps necessary in order to accompiish the execution of the document. DEVE�OPMENT AGREEMENT SUMMARY A. CONVEYANCE OF PROPERIY The Cottage Grove Economic Development Authority (EDA or Authority) will purchase from the Glendenning Family 30 acres under the option agreement that was enacted in September 1997. This property will then be sold to Renewai by Andersen as the site for their new manufacturing facility. In addition to the 30 acres currently needed by the company, the EDA will option 10 more acres directly west of the proposed site and grant Renewai by Andersen the option to purchase the property by a mutually agreed upon time frame. The Authority wi(I afso obtain another option to purchase an additional tract of land, containing approximatefy 15 acres and lying generally w�st and northwest of the proposed development property and east of Ideal Avenue projected through the SeilePs land. Renewai by Andersen will have the opportunity to acquire this tract if the company ir�forms the City of its intent to do so before the option with the seller expires. �. M1INICIPAL SITE AND UTILOTY IMPOVEMENT� In order to facilitate the construction of the compan�s minimum improvements, it wiil be necessary for the City to construct certain public street and utility improvements. The public improvements cansist of the following: • The improvement of Jamaica Avenue from 95"' Street to 100"' Street • The improvement of 100"' Street from Jamaica Avenue to ideal Avenue • The c�nstruction of a new 97"' Street from Jamaica Avenue wnesteriy a distance of approximately 1500 feet • The extension af sa�itary sewer and water from the intersection of 95"' Street and Jamaica Avenue aiong the easterty property line to the development site, and from the intersection of 95�' Street and Ideal Avenue to the northwesterly portion of the development site and looped to the water line in Jamaica Avenue. • Co�struction of a storm water detention pond on the northeastem comer of the development site and the land adjacent thereto. The City committed to impraving Jamaica Avenue and 100"' Street by the year 2000. However, it is possible that a portion of the improvements could take place yet this ysar. C. COMPANY SITE AND UTIIITY IMPROVEMENTS The costs associated with the construction of 97"' Street will be assessed over a reasonable term pursuant to the petition for Public Improvements and waiver of Special Assessments Appeal. It is estimated that the construction of 97"' Street will cost approximately $15d,000. D. WAGE AND JOB COVENANTS By no later than June 4, 2000, Renewal by Andersen shall create on the development site at least 225 new full-time equivalent jobs (excluding any jobs filied by Renewa( by Andersen in the State as of the date of Development Agreement). Per statutory requirements, at least 90 percent of said jobs shall be paid annuai average wages equal to or exceeding 160 percent of the minimum wage under federai law for individuals over the age of 20. �ay-29-88 (2:}ipm From-KENNEDY � CRA4EN �.2&.9& 3rd Araft 612?3?831C T-832 P 02 F-03G CQNTRAC'C FOR pRIVw'X'E AEV�LOP:VIENT �y and Betweeu CQTTAGE GROVE �CQNOMIG' T��YE1.OfMENT AUTHtaRITY and RENEWAI. BY A.NDERSEN, INC. This dacurnent was dxafted by: KBNNEDY & GRAV�N, Chartered 470 Piltsbury Center Mitineapalis, Minnesaca 55�02 7elephone: 33?-9300 ae.eie;x�i c:'lo5•3 E. MINIMUM IMPROVEMENTS Renewal by Andersen anticipates constructing a manufacturing facility of at least 200,000 square feet on a 30-acre site. It is antici�ted that constnaction will begin by July 15, 1998 and be completed by July 15, 1999. F. MINIMUM ASSESSMENT AGREEMENT! DEFICIENCY CLAUSE The agreed upon minimum market value for the project is $8.4 miliion and the company wili sign a Minimum Assessment Agreement certifying this value. This value is effective for tax purposes by January 2, 1999. If the tax increment available to the City is Iess than the amount necessary to make principal or interest payments, the company wiil need to pay the City for the deficiency. At the $8.4 million minimum market value and given that the Renewal by Andersen project meets its expected outcomes, the project is expected to cash flow through the life of the tax increment financing district. ACTION REQUIRED The City Council shouid pass a motion approving the Development Agreement and authorizing sta(f and aflnsultants to take any and all other steps necessary in order to accompiish the execution of the document. ATTACHMENTS 1. Development Agreement 6�av-28-88 12:fi7pm From-KENNEDY & GRAVEN 6123378310 T-632 P 04 f-030 ARTICLE Vlt Mortg�e Financing Section 7. I . Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I S Seccion 7.2. Authority's CJpcion to Cure Aefaulc on Marsgage . . . . . . . . . . . . . . . . . . 16 Section 7.3. Subordination and Modification fpr thr Beneflt of Mot[gagee ......... 16 AT2TICLE VIII Prohibitions Against Assi�nc�ent and Transfer; Indemnificatian Sectian F.I. Representation as !o Iaevelopmem . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 82. PTOhibition Against Develop�r's Transfer �f Properry and Assignment of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sectian &.3. Release and lndemzufica�ian Covenants . . . . . . . . . . . . . . . . . . . . . . . . ARTICI,� iX Events of Defaul2 Section 9.1. Events of Aef'ault DeFned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sectipn 9?. Rem�dies on Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seccion 9 3. Revesci�g Tide in Authority Upon Happening of Event Subsequent to Conveyance to peveloper . . . . . . . . . . . . . . . . . . . . . Section 9.4. Resale of Reacquired Propeny; Disposttion of Proceeds . . . . . . . . . . . . . Section 9.�. No Remedy Exc�usive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 9.b. No Additional Waiver Implaed by Qne Waiver . . . . . . . . . . . . . . . . . . . ARTICI,E X Addi[ionai Provisions 16 � 19 20 20 ?� ?2 22 Section 10.1. Conflict of Interesis; Auihority Representativzs Not Individually L,ialale .. 22 SecTian 10.2. �qual Employment Opportuniry . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 10.3. ResTricuQns on Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 10.4. Provisions Noz Merged With Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 10.5. Titles pf Articles aqd Sectio�s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 1 �.6. Notices and Pemands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 1�.7. CounTerparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 10.8. Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2S Section 10.9. Covenants Running with the Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Seclion 10.10. Madifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 TESTIMONIUM ..................................................24 SIGNATUR�S ...................................................24 EXHIBIT A Legal Description af AevelopmenT Property EXHl�iIT � Form of Limited Waxr�ty Deed �XH.iBIT C Form of Assessment Agreetnent �XH1B1T D Form of' Cer[iticace Uf Completion and Rzlease of Forfeiture �XHlBIT E Form of Petition for Pub�ie lmpzovements and Waiver of Special Assessment Appeal F}wl�axs. CT1R5.3 ll �ay-29-98 f2:17am From-KENNEDY 6 GRAV�N 6123?T8310 T-B32 P 03 F-030 TABLE OF CpN`['ENfiS PR�A MBi.E .................................... 1 ..............p ARTICI.� x r ' ions �ection 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTIC'LE II Representujions and Warranties Section 2.1. Representations by the Authority . . . . . . . . . . . . . . . . . . . ........., 4 Section 2.?. Representations arad Wartanties by the Aeveloper . . . . . . . . . . . . . . . . . . 5 � ARTICLE III Acquisijion and Convevance of Yropee�; Pu6tie lmprnvemnnts; Site Impravements Secciap 3.1. Sectian 3.2. Sectiara 3S. Section 3.4 Secuon 3.5. SecTion 3.6. Sectxon 3.�. Acquisition attd Conveyance of the Property . . . . . . . . . . . . . . . . . . . . . . 6 Conditions of Acquisition and Conveyance; Purchase Price . . . . . . . . . . . . 6 Closing; Delivery and Recordin� . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Title; Other Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . � Option Regarding Additional Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Fublic Improvements . . . . . . . . . . . . . . . . . . . . . . . . . 8 WaS� andaob Covenanu ............................. ......9 ARTICLE ]V Construction uf Minimum Im�povements Section 4.1 • Construciion of Minimum lmprovemenU . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.2. Consuuctian Pla�zs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Q Seciipn 4.3. C�mmencement and Completion of Construction . . . . . . . . . . . . . . . . . . 11 Sectian G.q. Cer[iticate of Compleiion and Releasz of Forfeinue . . . . . . . . . . . . . . . . 11 aRTiCL� V In�µr��g and Condemnation Secrion 5.1. lnstuancz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I2 Sect'ton �.2. Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 AR'1'ICL� Vl Tax Increment; Tazes: Syseeiai Assessments Section 6.1_ Right to Callect Delinquent "laxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 62. Review of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Sectjo� 6.3. Assessment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 SecTion 6.4. Tax Increment Guarazxtee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I � R}{A14919♦ C:165-3 �av-2n-68 12:lBpm From-KENNEDY & GRAU;N E123379310 T-832 "r C5 F03� CONTRACT F�R PRIVnT� A�VELOPM�NT THIS AGf2EEMENT> made on pr as of the � day of 1998, by and between Cotiagz Grovr �conomic Devetopment AuThority, a public body cnrporate and politic under the ]aws of Minnesota (ihe "AUthority"), and Renewal by Aridersen, Ine., a Minnesota corporation (the "Developer"). WiTNESSETH: WH6REAS, the Authprity was created puTSUant to Minnesota Statu es, sectioits 469.090 tluough 469.1 Q81 (the "EDA Act") and is auihorizea to trinsact business and exerCise its powers by a resotution af the City Council of ihe City of Cottage Grave ("City"); and WHER�AS, che City has undertaken a pro�xatn to promo[e economic development and job opportuniti�s and to proincate the deveaopment and redevelopment of land which is underuulized within the City, and in this cpruirction on Jariu�ry 7, I985 creat�d a deveiopment proj�ct known as [he Aevelapment I)isuict No. I(dae "Yroject") in an area (the 'Project Area") located in �he conununity, all pursuanz to � innesota Statutes. Secpons 469.124 to qb4.134 (the "City Development Llistricis Aci" or the "Act"); and WHEFtEAS, Ihe City ha� transferred co�itrol, authority and operation af the PrAject to the Authoriry, which currently administers the Pzoject exercising the powers of a city under ihe Act; and WHER�AS, pursuazlt to the Act and the EDA Act, the Au�hority is authorized to acquire real pzoperry, or interes[ therein, and ta wldertalce certain activities to prepzre such real prApeny for development by privaTe enterprise; and WHEFi�AS, the Authority has proposed to create within the Yroject Area tax incremrnt finat�oing disuict No. I-9 ("TIF D�istrici No. 1-9") pursuant to ' esnta Statutes, �sections 469.174 throu�?h 469.��9 (the "TIF Act"); ai�d WHEREAS, in order to achieve the abjeciives of the Project, the peveloper has requested trie Autharity to acquiz•e certain real property in the Project Area (the "pevelapment Properry") a�d has agreed to pay ihe casts of certain public improvements wiThia the Prajeet Area; and WH�REAS, the Authoriry and the Aeveloper have previously rntered into that certain Letter of lntent dated May 7, 1998 (The "Letter of Intent") describing aertain abligatians af the Developer and asgistance to be provided by the Authority to promote developtnent of the Development Propeny; �nd WHEREAS, [his Agreement is intended ta and does supersede the Lerter of Inteni in all respeets; and WH&R�.AS, ihe Autharity believes that the development of the Project Area pursuant co ihis RgreemenT and fulfillm�nt generally of this AgteejYtept are in the viTai and best interests of RNb75ro154 Cf165-� 1 May-29-98 12:18pm From-NENNEDY & GRAVEN 6123378310 T-832 P O6/50 F-030 Cottage Grove and [he health, safery, morals, 7nd welfare pf i�s rrsid�nts, and in accord with the public purposes and provisions pf the applicable Stace and local laws and requirements under which the Project has beert undercal;en and is bein� assis[ed. NOW, THEREFOR-E, in eonsideraTion of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant arld a�ree with ttle other as foilows: ART(CLE 1 tnitians Sectian 1.1. Definitinns. In this Agreement, unless a different meaning ctearty appears from the contcx[: "Act" ar °Ciry Development pistricts Act" means Minnesota Staw�es, seciions 449.124 ta 449.134, as amended. "Agreement° means this CPn�ra�t f'or Privace Develapment, as thr same 3nay be from time to time mcadified, aFnendecl, or supplemenTed "Assessment Agre�ment" means the agzeement in rhe fornz of' E�chibiz C attached hereto to be entered into pursuznt to Sectian 6.3 of this Agre�ment. "Ruthority" means the Cottage Grave &conomic Development r�uthority. "City" means the city of Cattage Crrove, Minnesota• "Cenificate af Completiq� and Release Af Forfeiture" maans rhe certification ta be provided to the Developer, puzsuant to Section 4.�+ of this Agreement, in substantially the fozm attached hereto as Exhibit D. "Construction Plans" r�eans the plans, specifications, drawings and related documen[s regarding the Mii�imuzn Improveme�its to be cortstructed by the Developer on the l7evelopment Praper[y which (a) >hall be as drtailed as the p�arts, speci#�icatians, drati�iqgs and telated daeumen[s which are submitted to the appropriate building officials af the City, and (b) shall include at leasi the following: (1) siie pian; (2) foundaTion plan; (3) basement pla�l, if any; (4) flaor plat� for each floor; (5) cross sectiops of each (]ength and widzh); (6) elevations (ail sides); (7) landscape plan; and ($) such ather plans or supplements to the #�oregoing ptans as the Autharity may reasonably request to ailow it to a�certain the nature and quality of the proposed cpnstzuction wprk. "Councy" means the County of Washington, Minnesota. "I�ead" mrans [he limited wart�anty deed in substantially the form attached hereto as 6�ibit B. "Developer" means Renewal by Mdersen, lnc. RHS.i419ti �T365-3 2 �av-29-98 ;t:18pm From-HENNEDY & GRAVEN 6123378310 T-832 P 07/50 F-030 "pevelapment Property" means the real propez�ty described in E�ibit A of this Agreement upon which ihe J7evelopex shail constrUCt the Minimum Improvrments. "�DA Act" or "�copo��ic Developmettt Authority Act" me2ns i esota Statutes, sections 469.Q90 to 469.IQ&I, as amended. "�vent of Default" means an aciion by the Aevel�per Iisted in Anicle IX of this Agreemeni and which is nat cured within the time period permiried under This Agreement. "Holder" means the owner of a Mortgage made by Lhe Developer encumberins the pevelopment Property. "Minimum lmprovements" means the cpnsRuction on zhe Development Property oI a window manufacturin� and disiribution facility, including officr space diTectly related to and necessary for suctl facility, with a gxoss square f�otage of at least 22�,000 syuare feet• "Minimum Market Value" means a value f'or ta�c purpcases af the pevelopment Property �uTd tlze imgrovements to be cotlstnictec� ihereof of at least $$,400,000 as of .ianuary ? 1999 for ta�ces payahle beginning in 2000. "Iviort�age" means any mortgag� made by the Develaper which is secured, in whoie or in pari, with the Aevelopment Property and which is a permitted epcumbrance pursuant to the provisions of Article VItI of� this Agreemeni. "Project° means the Authoi�iry's Development District No. 1. " Project Area" means the real properry lpcated within the boundaries of the �roject. "Project Plan" means �he Authority's Project Plan far Development Disuict No. 1, as artiended lune 3, 199� and as it may be fuMher amznded. "Public tmprov�ments" means ihe publiC infrasuucsure dnd ather improvemepts to be constructed by che City, as detailed in Section 3.6 hereof'. "purchase Agxeement" means the agreement under which the Seller will convey title to th� Aevelapment Proprny ro the Auihority. "Seller" means the par�ies who will sell the Development Pzoperty to the Authority prior to its reconveyance to the pevelopex. "Statz" means the State of Minnesota. "Tax Increment" means that pqMipn uf ihe rea! properiy taaces which is paid with respect to the pevelopment Pzoperty and the Minimum Improv�ment and remined to the Authority by the Counry as tax incremet�t pursuant to the 7iF Act prior to the Trrmination Aate. RYd194i55 � C:leS-3 �ay-29-BB 12:lBam From-KENNEDY & GBAVEN 01233788}0 �-832 P �8/SO F-030 "Tax Increment Financing Act" or "T1F Act" m�ans Minnesoza Statutes, Sections 464.174 tp 4b9.179, as amended- "Taac In�rement pistrict" pr "TIF District" means the Authorisy's Tax lncrement Ffnancing Dlstrict No. 1-9, which will be established on Iune 3, 1998. "Tax increment Plan" or "T1F Plan" means ihe Auihority's Ta�c Increment Financing Plan for Tax lncrement Financing Disuici No. 1-y, as adopted on June 3, I94x, anQ as it may be furiher amended. "Ta�c Official" me�uls any Cou��ty assessor; County auditor; Cottnty ot State board oT' equalizaiion, the eammissioner af revenue af the State, or any State or federal disirict court, the tax coun of the State, or the Scate Supreme Cabu�[. "Termination Aace" means the date that TIF District Na. 1-9 ends or is terminated. "G'navoidable Delays" means delzys beyond the xeasottable conixol of the party seekin$ to be exeused as a result t}tereaf whieh are the direct resul7 of strikes, oiher labor Troubles eonTracior defauh, material shprtages, unusually severe or pro�anged bad weathet, act of God, fire or other casuaIty to the Minimum Improvements, litiga[ion commenced by third parties which, by injuncGon ox other similar judicial actioz�, directly results in delays, or acis of any federal, State or local �ovexnmental unit (other than [he Authoriry in exercising its rights und�r chis A$reemeni) wtiich result in delays, any delays resulting from untimely completfon of th� Public Impra�ei�ents, and acty delays resulting from other causes which are beyond the reasonable control af the I3eveloper or the Au�hority. Ak2T1CL� li Reprexenta�ion� and W� ranties Section 2.1. Re resentations b the Authozi . The Authority makes the foUowing reprasenTations as the basis for the undertalcings on its part herein contained: (a) The AuThoriry is an economic development au�hority duIy organized and existing undrr tkze laws of the State. Undec �he provisions of ihe Act, ttae TIF AcI and the EAA Act, the Authority has the power ta rnter ipto this Ag�erment and carry out its obligations hereunder. (b) The activities of the Authority aze undertaken for the purpose pf fpstering the development of certain real properiy which for � variery of reasons is presently unQeruiilized and for che purpase af promoting econamSc development and the creation of employment opponunities. (c) The Minimum Improvrtnents constitute a permitted use under applicable zoning laws. (d) The PrajecT is a davelapmenc disA�ict wiihin the meaning of the Act and was creared, adopted and approved in accardance with the terms oF the Act. RI'�'y9919a rr:>s•s 4 �ay-2B-98 12:18pm Prom-KENNEDY & GRAVEN 612337931� T-832 P OQ/50 F-030 (e) The T1F District is a» ecanomic development ta�c increment financin� district, which wili be created, aciopted, certified and approved pursuant to the 71F Rct. (� Subject ta satisfactian af the terms and conditions af this Agreement, the Authority intrnds tU convey tha pevelopment Arqperty to the peveloper for development in accordance with ihe terms of' ihis Agre�menT. (g) The Authoricy has not received any notice or communication from any local, Stat� or federat officiai that the acuviues of the Devetoper or the Authority in the Project Asea or T1F DistriCt with respect to ihe Development Property may be oI wilt be in violation of any envirpnmental law or regulation. Tha Auihoriry is not aware of any facts ihe existence of whieh would caus� either to be in violation of any local, State or federal epvironmental law, regulation or review proceduse. Section 2.2. Reoreaentations and Warranties b�the Devel,�er. The Iaevetoper makes the following representations and warranTies as [he basis f'or ihe undertakings on its part herein contained: (a) The pevrloprr is a corpara[ipn duly organized and in good standing wider the iaws of the State, is nat in vipla[ion of any provisipns of its articles of incorporation and by-laws ar the laws pf ihe Sta[e, is duly authorized to transact business wichin ihe Siate, has power to enter inio thi� Agreemens and has duly auihori2ed the execution, delivery and perfarmance of this Agreement 6y propez action of iis directors. (b) 1n the event thr Drvelopment Praperty is conveyed tca the 1�eveloper, the Developer intepds to eonsuuci and maintain the Minimum Impravements in accordazlce wich the terms of this Agreement, the Projeci Plan, the TIF Plan and all local, Siate and federal laws and regulatiqns includin�, but not limited to, environmental, zoning, building code and pub�ic health laws and regulations. (c) The Developer has received no notice or communication from any locai, Szate or federal official that ihe activities of ihe Developer or the Authoriry it� the Project Area or T1F Disuict with iespect to the I�evelopment Property may be or will be in violation of any environmental law or re�ulauon. The peveloper is �ware of no facts ihe existence of which would cause it to be in violation of or give any person a valid claim mzder any local, State or frderal emitonmental law, regulatian ar r�view prpcedure �tzth respect to [he Developmen� Property. (d) The L3eveloper will usr all reasonable efforts to obtain, in a timely manner, atl required permiis ticknses and approvals, and will use all reaapnable effor[s ro meet, in a tim�ly manner, all requirements of all applicabte local, 5tate and federa! laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (e) Neither the exect�tion and delivery of ihis Agreement, the consummatiqn oF thz transactions contemplated hereby, nor ihe fulfillmestt of or eompliance wieh the terms and condicions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the tetms, condx�ions or pt'ovisions of any corpora[e resuicSion or aily evidences of indebtednrss, �1a9:�s 5 C:�65-3 �ay-28-98 ':2:!Bpm From-KENNECY & GRAVEN 61233783'0 T-B?2 P �G/50 F-03u a&reemznt or instrument af whatever nature to which the peveloper is now a party or by which it is bound, or constitules a default under any of the fore�oing. (T} The proposed development by the Deve�oper hereunder would no[ occur pn the pevelopment Property but for the tax increment financing assistance being provided by [he .Authority hereunder. nRT1CL� iti Acquisition and Conveyance 4f P�op�rfv Yublic lm rovements• Site Tm rove e s Section 3.1. Acquisition and Convevance of che Pr�ertv. The Authority has entered inta a purchase agreement dated June 3, 1998 (the "Purchase Agreement") with William A. Glendetu�ing a�ld Lo1a D. Glendenrli�g; Joazl Glendentlins Ketuaedy; znd WqG Fatms, inc. (callectively, the "Seller") providing for acquisition of the De�elopment Property. In order to assiat the pevelop�r in malciriS deye�opment of the Minimum Improvements econamicaliy feasibl�, the Authotity will acquiie the Developme»t Property pursuant to The Purehase Agreemenr, and convey title to and passession of the Oevelopment Prpperty to ih� Developer, subject to a11 the teXms and canditions of this Agrerment. Section 3.2. Canditions of Acc�ui�tinn a�id Convevence; Purchase Price. (a) Th� .4u�horicy yhall eonvey title to and possession of the Devrlopmem Property co ihe peveloper by a limired warranty deed subscantially in the form of the peed atcached as �xhibit B to this Agreement. At t,he time of" such sale of the Develogmznt Property to the Developet, the Authority also shall assisn and deliver to the Developex each of the dpcumenis tQ be delivered by the SeUer pursuant to che Purchase Agreement, ;ogethex with such o�her dacuments and affidavits as thz Aeveloper shaJl reasonably request in connection therewiTh. The Authority's obligation to convey the Developinent Proprrty to thr peveloper is subject to the prior satisfaciion af the follawing terrr�s and conditions: Sellex; (1) The Authority h2s obtained title to thr Developmenz Properiy fzom the (2) The Authqrity and the City has estabJisl�ed the TIF Distriet and mpdiFied the Project Pldn TR authorize the assistance co�itemplated hy this A�teeritent; (3) The Authority has held the public heari�g required by [he �DA Aci and has authorized sale af Thr Deve�capment Praperty to the Developer; (4) The Lleveloper has submitted Construction Plans far the Minimum Improvcments which are acceptabie to and approved by the Auchoriry; (a) The peveloper has submitted evidence of a commitment fiar financing for the Minimum Improvemenzs from a financial inscicucion or elzernace financing which is acceptable to the Authority; exa:as:ss 6 C'::65•8 �ay-29-88 12:20p�� From-KENNEDY & GRAVEN 6I2337B310 T-832 P 11/SQ F-03� (6) The DevziPper, the AulhoriSy and the CounTy assessor have execured the Assessment Agreepient wich re�ard to ihe NliriiiTlum lmprovements; and (7) There has been no �vent of Default on che pan o#' she Developer. (b) The purchasr price to be paid by the Aeveloper to the Authariry f'or the iaevelopment Prop�ny shall be $1.0o. Section 33 Closin • Delive and Reco d' .(a) Unless otherwise mutually agreed by the AuThority and �hG DeveIoper> ctosing sha11 takr place on Iune 10, 1998 at �he offices of the title insurer_ (b) The pred ahali be in recordable form and shail be promptly recorded in zhe proper office for the recordation af deeds and other instruments pertaining to the Development Property. At closing, the Developer shall pay (1) Thz cost of recording any insiruinents in cannection with the conveyance of the Development PropeTTy by che Authority to the Developer; and (2) casts of tide insurance commitment fees and premiums and title campany closing fees. NoTwithstartding Anything to the con�rary in ihis Secjiot�, any ta�ces or costs payable by the Seller undzr the Purchase Agreeme�tt will Temain tlte abligation of the Seller. Section >.4. Title: Qther Contingencies. (a) The Authority has the nsht to make title objectipns under The Purchase Agreement. If the AuthoriTy elects to terminate the Purchase Agreement because of objections jo the rnarketability of title to the Developmeni Propeny, or the Developei requests such termination upon iis review of the condltion of title, either the I)evelopar or ihe Ruthority may by t}ie giving pf wTit[en notice [o the otker, terminate this Agreement, upon the rzceipt pf which [his Agreement shall be pull and void and neicher party shall have &ny liability hereunder. 'Che Authority shall have no obligazion [o take a[1y ac�ion to cle� defects in the title to ihe Developmenc Proper[y. As a coridition precedent to cic�sing on th� Aevelopmerit Property with the Authority, �he Deveioper shail be entitled to obtain a title insurance cammiunani in a farm satisfactory to the Developrr. (b j The Authotiry shall take no actions to encutnber iide to the Development Property, allow any labox or materials to be �erformed at or supplied ta the Propeny, enter into any sontrac6s or agreements with respect to the Development Property, ar allow any party to enter upan the Pevelopment Propercy without the prior written consent of Aeveloper beiweep the time the Authariry acquires the Aevelopment Praperty and the time which the Deed is delivered to the Aeveloper. (c) The Aeveloper acknowledges that the Authoriry mal:es no representations or wananties to thr Aeveioper as to the conditiop oC the sails on the Developmeni Property or its firnass for construetion of the Minimum Improvements or any other purpose for which tha Developer may mal:e use of such propeny. The Aevelaper funher agrees ihat it will indemnif'y, Ft'R;aa19a ? C;:65-3 �ay-29-BB 12:20pm From-KENNECY & CRAVEN 612337831� T-832 P 12/60 F-030 defend, and hold harmless [he Authoriry, the Ci[y, and iheir governing bady members, officers, and employees, from any ciaims or acrions arising out of ihe presence. if any, of hazardous wastes or pollutan[s on the pevelopment Property. SeCtipn 3.�. Ootion Regz Additional Land. (a) The Authority has notified the Seller of its intent to purchase an additional 10 aczes of land adjacent to and generally west of the pevelopment Property. Thc Authoriry must close on the additional land by no 3ater than December 31, 2QQ1. The Authority hereby grants to ihe Developer �ri option to purchase the land identified in this seetic�n �.5(aj for a purchase price oF $635,4DU by giving natice to th� Authority at any time priar to September 3G, 2001. The Deveioper shall have the right ta examin� �irle to said land and to be satisfied with thk mazketabiliry thereof after notiiication to the Auihority of its intent to aequire the land. Closin�, shall ta1:e place at sueh Sirne arld place as the parties may hereaftei agree. If rhe Developer fails to give notice to the Autharity within the [ime specified in this section 3.a(a), �he authority sha31 hdve no obli�ations co sell said land to ihe Developer but may agree to do so on such tertns and conditions to which the parties may later a�ree. (b) The Authoriry has also abtained from Se11er an opTion To purchase an additianat tract af land, containin� approximately 1� acres and lying generally west znd northwest of ihe pevelopmenc Property and east of Idnal Avenue projected through Sellez's land. The Authority has the right to acquire said additional I4nd at any time prior to Septe7nber 2b, 2003. The Auihority agrees to assign its optian ta purchase such additional land under the terms of tlie option between the Authority and Seller if> prior to expiration of' said option, Che Developer noafies the Authority of its intent to acquire said addition�l land. Sectian 3.6. Pulalic Imnr�,._,_ vemenrs. (a) The Authority and the Developer acl:nawledge and agree [ha[ as a result of the pevelaper's consiructjon of 1he Minimum Improvements> it will be nece�sary #or the City to ca�suuc[ 2he Public Impio�emenis. The Puhlic Im�TOVements wi11 canSisT generally of the following: (I) the impl'ovement of the west one-half of JamaiCa Avenue Tiom 95th Sireet to 10Qih Street; (2) the impravkment of 100th Sveet from Jar�iaica Avenue to Idea1 Avenue; (3) consuuciion of a pew 97th Sueez from .iamaica Avenue wescerly a distance of approximat�ly 1�00 feec; (4) the extrnsion of sanitary sewer and water from the interseetion af 9>Th Sueet and Jainaica Av�nue to a point in ]�unaica Avenue along the eastrrly property line appzoximately 500 feet south of the northeast cor�ner of the Developmem Property and from the intersection of 9�th Sueet and Ideal Avenue ta cha northwesterly portian of �he pevelopment Propzny and easzerly along 97th Street ta Jamaica Avenue; and (5) construetion of a sto�mwater detention pond on the northeasterly corner of the Development Propeny a.nd the Iand adjacent thereta The Ciry wili not specially asaess any portion of the cost oY the Public lmprcrvemenis a�ainst the DevelapmenT Property, except che costs associated with construction of 9�th Sueet pursu�S to thr Petition for Public (mprovrmrnis and Waiver of Special Assessmeqt Appeal in a form aTtached hereto as Exhibit E. (b) The Ciry will begin conSiructioq of the Public Impravements by Jujy IS, 199$ and will complete tk�e Pu61ic Improvemenis by .Tuly I5, 1999, The City will use its best efforts to eoordinate the construction of ihe Publie Improvements with thr consuuction of thz Min'tmum ImprvvemenTS by the peveloper, sa as to minimize disruption of the Developer's activities. Rtu�;4r.s� 8 CI.65-3 M1ay-29-98 12:21pm From-�ENNEDY & CRAVEN 6123379310 T-832 P 13/50 F-030 (c) The Develaper acluiowledges cha[ it may be necessary, during the construction of rhe Fublic Impzovements f�r the City zo enter upon the Development Prapeny �ar the purpose of making such improvements. The Aeveloper hereby gra�its to the City a consnuc[ion license allowing �he City 2nd its officials, employees, agents and conuac[ors to enter the Development Praperty far th� purpose of ronsiructing the Public; Impr�vements. The Ciiy shall use all reasonable effoxZS SO cause the partieS pecfortning sueh work to coordinate with and not unnecessarily di5turb the performance of Lhe Minimturt Improvements. Sectian 3.7. Waee and Job Covenants. (a) $y n4 later than .1unz 4, Z�00, the Iaeveloper shzU create an the Development Propetty st least _ nrw f�ull-time equivalent jobs (excluding any job> filled by the Aeveloper in thc Stace a� of the date of this Agzeement). !n addition, the Developer must pay 90 percent ar more of'the zmployees emplayed on the Developmenc Froperty at a rate equal to �r greater than 1b0 percent of the federal minimum wage fcar individuals over the age of 20. The DevelUper shall submit io ihe Authority a written repart by lune �}, 2000 describin� employment and wages on the Deveiopmant Property in sufficiem det�il tp enable the Authority ta determine co�pliarice wj�� e requirements of this Section 3.7. The Authority shall file ihe reppna required by Minnesota Statutes, Section 116,i.991 with the Minnesota Depar�ment of Trade and EconomiG Development. The Developer's obligations under this Section 3.7 shall be fulfilled and the requirements established herein shall be satisfied upon completion of the number of johs at the wage �eve� prpvided above, arld there shall be no requirement as to the continuation of any aob or wage lzvel thereafter- (b) !f the I7e�elopar fails to comply with any of the terms of Seczion 3.7(a}, the Developer shall repay to the Authoryty an �inount equal �o $1,900,000, or such lesset amount rxpended by the Authority in connection wi[h acquisitiqn of the Development Propeny and construccian of' ihe Publir Improvements; provided that �he [erms of such repayment sha11 be deTermined by written a�reement negaTjatrc� diligentiy and is1 good faith amon� thz Authority, the City and the Developez to be entered into upon ita� Event of Default under thls Section 3-7. If na wrinen agreement is executed wi[hin 90 days after the Event of Defauit under ihis Seczion 3.7, [he amount payable by ihe Develaper under ihis para�taph sha]l be immediately duc and pay�ble. Nathing in This Sectiori shall be copstrued to limit the Authority's remedies under Arti� le IX hereof. (c} The p��es a$rez azld underst�rid thai this SectiAn is intended to comply with Minnesota Szazutes, Section 1161.991 and section 464.176, subd. 7 of ttte T1F Act. If either or boTh such Statut2s ue repealed oT air�enaed SuCh tha[ the requixemeqts set fonh in This Section aTr noc required by State Iaw as applied tp che Aeveloper and the pevelopmKnt PropeMy, the provisions of Section 3.7(b) shall be deemed terminatrd and no l�nger in effect upon the effective date of such repeal or amendment. Natwithstanding such termina[ion, ihe Authority shall retain such other remedies as it may have undzr Articie 1X hereof for ara Event of Aefault tulder this Section 3.7, excluding the repayment described in Section 3.7(b). ARTICLE IV Construction of Minimum Ise�p�^ove�ents Section 4.1. Construction of Minimum Improvements. The peveloper agrees that it will consuuct the Minimum Improvements on tkte Development Property subst&ntially in accordance RH9'c4194 � (� CT:65-3 �ay-29-BB 12:2ipm From-KENNECt' & GRAVEN 6`233TP310 T-832 P'4/50 P-030 with the approved Construction Plans and at all Times prios ta the TerminaTion Date wiU tnaintain, preserve and keep the Minimum lmprovemenzs or cause ihe Minimum lmprovemenis to be maintained, preseitied and kept wiih thK appurtenances and rvery paR and parce) thercof, in good repair and condititan. Seciion 4.2. Consuuction Plans. (a) Before commencement of construction pf the Miniznum Improvemet�ta, the peveloper shail submit Construction P;ans to the AuthoCity. The CUnsuuction Plans shull provide for thr constzuction of the Minimum tmprovemenis aid shail be in substantial conf'ormiry with the Project Plan> the TIF Plan, this A�reemrnt, and all applicable State qnd local laws and rrgulacions. The Authority will approve the Conxuuction Plans in writing if: (i) the Cons�ruetion Plans confor�ri to the tenns and conditions of this AgreemenL; (ii) ihe Construction Plans conform to all applicable federal, State and local laws, ordinances, niles and regulations, (iii} the Consuuction Plans are zdequate to pTOVide tor cansiruction of ihe Minimum lmpravemeats; and (iv) na �vent of Default has occurred. No approval py ihe Au[hprity shaU relicve Ihe Iaeveloper of the obli�ation to comply with the terms of this agreeinent, the Project Plan. [he T1F Plan, applieab�e fzderal, State and loeal laws, ordinances, rules and regulations, or to consultct ihe Minimum Improvrments in accordance iherewith. Na approval by the Authorjry shaU cqnstitute a waivez of an &vent of pefault. !f appxoval of' the Constructian Plans is requested by the Developrr in wri[in� at the time of submi�sion, such ConstruCCion Plans shal! be deenied approved unless rejected in writing by the Authoriry, in whale ar in part. Such re,jeCtions shall set forih in detail ihe reason� therefore, and s�all be made within 3D days after the date of Thair rzceipt 6y the Authority. !f the Authority rejects any Cpnstruction Plans in whole or in part, the Developer shail submit new or corrected Construction Plans within 30 days after writTen notification to the peveloper of the rejeciion. The provisions of this Sectir�n 42 relaiing to appraval, zejection and resubmission of canected Coqstruction Plans shall cantinue tQ apply until the Construction Plans have been approved by the Au[hprity or i11e Authoriry cpncludes that [he Aevelopex is unwilling or ur�ble to submit Cortsuuciion Plans acceptable to the Authoriry. The Authuriry's approva! shall nat be unreasonably withheld. Said appraval shzll constitute a Conclusive determinatipn that the Construcjioi7 Pluis (and Minimum ImpFAvements, if constructed in accoTdance with said plans) comply to the Authority's satisfactiPn with the provisions of this Agreem�nt relaring lhereto. (b) !f, prior to issuance of the Certifica[e of Completion and Release of Forfriture, the peveloper desires to make any material change in the ConsiructiUn Plans after their approval by the Authority which would substvnialty alter the scope of Che work contemplated thereby, the Developer shal! submit the prcapased change to the Au[hariry for its appraval. If tha Consuuetion Plans, as mpdified by the proposed chan�e, canfarm to the [equirements 4f this Section 4.2 wi[h respect to such previously appTOVed Consiruction Plans, the Authority shall approve tha ptoposed chan�e and notify ihe Develc�per in wriTing of its approval. Such changa in ihe Construcuon Plans shall, in any event, be deemed approved by the Authority unless rejrcted, in whole or in pan, by wrir[en noziee by the Authority tp thr Aevelopez, setting forth in deiail the reasons Therefor. Such rejaction shall be made within ten (10) days after receipt or'the notice af such change. The Autharity's apptoval of ar�y such chan�e 1n the Construction Plans will not be unreasona6ly withheld. Section q.3. Commencemetti a,}zd Com�letion ot'Constructian. (a) Subject to Unavoidable Delays, the Developex shall commenee con af the Minimum Improvements by auly 15, j2}?B}95155 �!� C":165-3 �� ay-29-98 12:22pm From-KENNEDY & GRAVEN 6123378310 T-832 P 15/BO F-030 199$. Subject to Una�'oidable Delays, the Aeveloper shall complete the construction of the Minimum Impiovements by July 15, 1499. A11 work with respect to che Minimum Improvemenis ta be constntcted or provided by ihe Develaper on ihe Development Proprny shall be in substantial canformity w�th the Construction Plans as submiRed by the Developer and approved by the Authoriry. The Developer agrers f'or itself, its successors and assigns, and every succes5or in interest to the Developmen� Propeny, or any pari thereof, that the Developer, and such successars and assigns, shall begin and dili�ently prosecute to compietion the developmrnt of the pevelopment Propeny through the construction Qf ihe Minimuin Improvements thereon, and that such conStCUCtion Shall, subjeet to the terms of this Agreement be comtnenced and completed within iha period specified in this Section 4.3. Subsequent to conveyance of the Development propeny, or any gar[ ihereof, t4 ihe Develaper, and until canstruction of ihe Minimum Jmprovements has baen completed, ihe Developer shall make rzppns, in such detail and at such times as msy reasonably be reyues[ed by the Au[hority, as to the actual progress o1'the Iaet'eloper wi[h respect So such co�strucuon. (b) The parties agree and understand thac, notwithsiapding the actual comp?etion date of the Minimum Improvements, the Minimum Mazket Value for the Minimum lmprqvements and ih� pevzJopment Property described in Section 6.3 of this .�gzeement and [he Ass�ssment Agreement will be effective as of Januazy 2, 1999 for �qxes payaple heginning iA 2000. Failure to complete the Minimum Improvemen[s by such date shall not be an Event of Default hereunder, but suCh failure shal► nat relieve or dlier Ihe effective da�e of the Minimum Market Value set forih herein and in the Assessment Agreement. Section 4.4. Certificete of Com�letion and Retease of_Forfeiture. (a) Promptly after subsiantial completion of the Minimum Improvements in accordancz with thqse provisions af the Agieement relating solely to the obiigatiolts of the D�velopez to construct the Minimum Improvements (including rhe dates for beginnins arld comple[ion ihefeo�, ihe Au[hority will fumish the Developer wi[h an appropria[� insuument ao certifying; provided that if Developer shall substantially cqmplete the Minimum Improvemenis later than permitted uz2der this Agreement, it sha11 nevettheless be entitled ta reccive and the Autharity shall issue such cercificate unless prior there�o the Authority shall have unconditianally and finally caused title to the Development Property to 6e revested in the Authoriry pursuanT io Scction 9.3 hereof'. Such certificatian by �he Authority shall be (and it shall be so provided in the Deed and in the cenificstion itselfl z conclusive determination of sltisfzcTion and terminztion of ihe agreemenis and caveaants in rhe Agreement and in the peed with respect to che obligatians Qf the Developer, and its successors and assi�ns, to eonsuuct the N�inimum lmprovements and the dates for the be�inniAg and completion thereof. Such ceiti�caiion and such deterznination shall not Constitute �vidence of compliance with or satisfaction of any o�ligazion of ihe peveloper to any Holder of a Mort�a�e, or any insurrr oT' a Mortgage, 3ecuring money loaned to finance che Minimum ImprovemenTS, or any part thereo$�. (b) The cenificate providcd for in this Section 4.4 shall be in such form as will enabie it to be recorded in ihe praper Caunty office for the recordation of deeds and other inscruments pertaining to the I�evelopment Propercy. If the Authority shall refuse or fail lo provide any certification in accordance with the provisicans of this Sectic�n 4.4, the Authoriry shall, within thiny (30) days after written request by che Develaper, provide the peveloper with a written statement, indicating in adequate de[ail in what respeccs the Developer has failed tA Gamplete the kY.&3Ya}34 1 1 �Ii � �ay-29-98 12:22pm From-KENNEDY & GRAVEN 61233783`0 T-832 P i6/60 F-03� Min�mum Improvements in accordance with the provjsions of the Agreemens, Qr is otherwise in default, and what measures or acts it wili 6e necessary, in the opinian of the Authority, for the peveloper to take ar perform in prder to obtain such certificatian. The consuuction af ihr Minimum Iinprovements slzall 6e deemed t4 b� completed when rhe Aeveloper lias rrceav�d a certificate of occupancy f'rom thz City. ARTi�L� V lnsurar�ce and Condem�atiou Sectian 5.1. lnsurance, {a) The Developet will provide and maintain at ztll times during the process of canstructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that periQd, at the reyuest of the Authariry, furnish the Authoriry with proaf of payment of premiums on policies coveXing the following: (i) Builder's risk insurance, written on the sacalled "�uilder's Risk -- Completed Value Hasis." in an azriount equaZ to one huttdred percent (100%) of the insurable value of ihe Minimum improvements at the date of completion, and with coverage available in nonreportins fotm on the so-called "aIl risk" form of policy. The interest of' the Authority sh211 be protected in accordance with a clause in form and contenc satisfactory to tMe Authority; (ii) Comprehensive gener�l liabiliry insurance (including operations, contingent liability, operation� of subcantraccars, completed operations and conuac[ual liability irisurance) to�?ether with an Owner's Conuactar's Policy with limits against bodily injury and propercy damage of not less Th�n $1,00O,OOQ far each occurzence (ta accomplish �he above-required limits, an umbrell� excess liability policy may be used); and (iii) Workers' compensaiion insurance, with statutory coverage. (b) Upon compietion of consuuction of the ,N�inimum Improvements and prior to dze Termination Date, the pevaloper shall maintain, or cause to be maintained, at its cost and expense, and from time To time at the requesT of the Authpriry shall furnish proof of the paymant of premiums on, insurance as foll�ws= (i) lnsurance a�ainst loss and%or dAma�e to the Minimum lmprovemencs ur.der a policy or palicies covexin� such risks as are Ardinarily lnsured agains� by sjmilar businesses; (ii) Comprehensive �eneral public liability insurance, including personal injury liabiliry (with empioyee exclusion deleted), a�,ainsz liability for injuries to persons and/or properry, in the minimum amount fqr each occurrence and for each year of $1>QOO,Q00, and shall be endarsed to show che Authority as additipnal insured; and (iii) Suchotherinsurance,includjngworkers'compensaTioninsurancerespCcring al1 employees af the Aeveloper, in such amoutlt as is customarily earried by like organizations ensaged in lik� activities of comparable size and liability exposuxe; provided RnBlaal9a 12 �'T165-3 �day-28-89 12�.23pm From—RENNEDY & GRAVEN ��zaa7ssza T—aaz P �7iao F—oaa that the Aeveloper may be self-insured with zespect to all or any part of iLS liability for workers' compensation. (c) All insurance rzquired in A�ticle V of this Agreement shai] be taken out and maintained in responsibie insurance companies selected by the Developer which are auihari�ed under the laws of lhe State to assume the risks covered thereby, Up4n request, ihe t]eveioper wiil deppsit annually with [he Autharity policies evidencins all such insur&nce, or a certificate or certifieates or binders of the respective insurers stating that such insurancr is in force and effec[. Unlzss ad�rrwise provided in [his Article V of this Agreement, each palicy shail contain a ptovision that the insurer shall nat canerl or modif'y it in such a way as to reduce �he covera�e provided below the amounts requir�d herein without �iving written nptice to the Developer and the Aurhoriiy at least thirty (34) days before the caneeliatlon or modification becomes �ffective. in lieu of sepaz4te poiicies, the l�eveloper may maintain a single policy, blanket oY umbrella pQlicies, or a cr�mbination theiea�; haviAg the coverzge tequired herein> iri which event the peveloper shali deposit with the Autharity a certificate or certificates of the respective insurer� as to ihe amount of coverage in force upon the Minimum ImproveFnenis• {d) The I)eveloper agrees [o notify the Authorlty immediateiy in ihe ca�e pf dartlage exceeding �100,000 in amount [o, or destruction of, the Minimum lmprovements or any por[ion thereof rrsuiting from fire or otheX casualiy. !n such evrni zhe peveloper will forthwjih repair, reconsuuct and restore the Minimuni Improvementa to substandally the same ot �n imgroved candi[ion or value as it existed prior to the event causin� such damage and, to the extent necessary tA accontplish such r�pair, reconsuuction and restoration, the peveloper will appiy the net pros;eeds of any insurance relating to such dama�e recei�ed by the Develaper ta the payment or reimbursement of the cosis thereof. The De�eloper shaU complete the repair, reconstructian and restoration of the Minimwn Improvements, whecher or not the net proceeds of insuran�;e received by the I?evzloger for Such purposes are sufficiept to pay for the same. Any net proceeds remainins after campletion of such repairs, constructian and restoration shall be the propeny of the Developer. Section 5.2. Subordin�tio�. NotwithsTanding anythin� tu the canrrary contained in this Axticle V, the rights of t11e AuthAriiy with respect to the Ceceipt and application of 1ny proceeds of insurance shalt, in al1 respzcis, be sqbjec� and subordinate to the rights of any lender undex a Mortgage approved pursuant io Article VII of ihis A�reement. ART1C�.� VI Taz �nerement� T�z�s; S�eciat Asse�smenes SecTion 6.1. Rieht to Collect Dej}nquent Taxes. The Developer acknowledges that the Autholity is providing substan[ial aid and 'assistanCe in furtheranee of the development of the 17evelopmeqT Prope�ty thrauSh sale of the Devzlopment Properry for $1.QQ and cpnsiruction of the Public Impravemenis mostly at City expense and withouT special assessment of the Development Property. Thr Dev�loper underscands that the Tax Increment which is derived from real esiate raxes on the Aevelopment Propeny and the Minimum Impiovements musc be promptiy and timely paid. To chat end, ihe Developer agrees for itself, its successars �d assigns, in addition to the obligation pursuant to statute to pay rexl estate ta�tes, that it is alsc> obligated uniil the Termination Date by rzasan af [tiis Agreement to pay btfore delinquency all rea! estate [axes RH�Itiv1Si j 3 CP165-3 64ay-t9-BB 12:23pm From-KENNEDY & SRAVEN 6123378?'D T-632 P 18/50 f-030 assessed against the pevelopment Froperty and the Minimum lmprovem�nis. The Developer acknowledges �hat until the Terminacipn Date, this obli�ation creates a conuactual ri�ht on behalf of the .quthority to sue the Developer or its successors and assigns to collect delinquent real estate Yaxes s�ld any genaley or intere�t thereon and to pay over the same as a tzx p�yment t4 the County auditor. In any sueh sui[, the Authority shall also Ix zntitled w recover its costs, expenses and reasonable attomey fees. SectiUn 6.2. Review of "faxes. The Developer agrees ihat prior to the "Cermination Date it will not cause a zeduction in the real ptoperty [vices paid in respect of the Devetopment Propeny or the Minimum improvements through (A) willful destzucuon of the Minimum 1mprQVements or any part thereof; or (B) willful refusal to reconstruct the Minimum Improvements if damaged or destroyed pursuanT lo Sectjon >.1 of this Agreement. The Aeveloper also agrees that it will not, pxior to the Termination Aate, transfer, or permit the iransfer of, the Devel4pment PrapeMy or the Minimum lmprovemenis to any enticy whose ownership would render the Develapment Propeny or the Minimum Improvements exempt from real propercy taxes under staie law, nther than the City or the AuthoritY. or aPp1Y fo� a deferral of propeny ta�c an the Development Propeny ar the Minimum Imgrovements pursuant to Minnesota Stat rs, Section 469.1$1, or any similar law. Szction b.3. Assessment Agreement. Qn or beT'ore closing on conveyance af che Aevelapment Property to the D�velopex, the I)eveloper shall, with the Authority, execute an Ass�ssment Agreemznt pursuant to Minnesota Statu es, Section 469.177, subd. �, sprcifying an assessai's Minimum Market Value for the pevelopment PropeMy together with tne Minimum (mprovements. The amount of the Minimum Market Value shail be no less than $8,40Q,Qo0 as of January 2, 1999 far tax�� payable beginning in 20D0, notwithstandin� �y failure to camplete eonstrue:cion of the Minimum Improvements by that date. The Assessment Agreemenr shaU be substantially in the form atuched hereto as �xhibit C. NoThing in the Assessment Agreemen[ shall limit the discretion of the assessor ta �ssign a market value to the Developmenc Propeny and Minimum Improvemen[s in exeess af such assessor's Minimuzn Market Valu� nor prohibit the peveloper f'rom seeking �hrough the exercise of legaI c�r adminisiraUve rem�dies a raduction in such market value for property tax purposeS; provided, hawever, that the prveloper shall not seek a reduction of such market value 6e1aw t�e assessor's :vlinimum Market Value set forth in the Assessm�nt Agreemem in any year so long ax such Assessment Agreement shall remain in effect. The Assessment AgreemetiC shal! remain in ef'fect until the Termination Aate; pzovided that if at any time before the TerminaTian Pate the AssesSment Agreement is found to be t�rrninated oI unenfc�rceable by any Ta�c OT'ficial oX coutt c�f Gompetent jurisdiction, the Minimum Market Value described in this Section 4.3 Shzll remain ati obligation of the Developer (whether or not such value is binding on thr assessor), it being the intent of the pazties tha� the abligation of the Developer to maintain, and not seek teduction af, the Minimum MaTket Value specified in this Section 6.3 is an obligation under this Agreement as well as urider the Assessment A�reement, and is enforceable by the Authority against The peveloper, its successors and assigns in a�cordance with the Terms of this �greement. Sectioai 6,4. Tax Increment Gua�nnte�. The Authority or the City intends to seli bonds in an amount not to �xceed � to finance acquisiTion of the Development Prope�ty. If the Tax lnerement avaijable to the Authotiry or the City is less than the amount necessary make RHBlv9159 �� CT;6>-3 �ay-29-B8 12:23am From-Ke4NEDY & GRAVEN fi123379310 T-832 F 16/50 F-03C principal and interesc payments on pu6lic debt issued for sa�ne, then the Authority shall pravide notice to the Developer af such fact and the amounz of such deficiency in Ta�x Inecemenc. Ten days after recript of such notice of deficiency, the Aeveloper shall be liable T'or and shall pay to the Authority such deficiency. FailuTe by the Authority to provide the nolice qf' deficiency when re9uired by this Section 6.�3 shall no[ r�lieve the Developer of its obli�ation to make the required pzyment 1 Q days aftez the Developer receives acival notice of the defici�ncy from che Authority. (ka) Thz obligatian of ihe D�v�loper to make the paymencs described in this Section 6.4 shall be absolute and unconditional irrespective of any defense pr any righis of seloff, recoupt7�enl or counterclaim it might otherwlse have against the Authority or any other governmeni body pr other person. The DeveJaper shall not fail to make any required payment under [his Sectipn 4-4 for any cause ar circumstance whatsoevcr, including without limitation any cha�lge in State property ta�c laws aT any other law, qr any other event, even if beyond [he control af the I]eveloper. In any claim, suit or actiqn by the Authorlty or City undec Ihis Section 6.4, ihe Auchority 5ha11 be entitEed to recover its costs, expen&es tuld reasoriable attorney fees. (c) Notwithstuiding anythin� to the contrary hexein, ihe parties agree and undezstand that, in the event of any deficiency as descrilaad in this Section 6.4, the Authority will in good faith cansider a writtet� requesT from the DevelAper that ail or part of'such deficiency be saTisfied, in lieu of seeking paynlent fram the peveloper hereunder, throu�h apprapriatitan of other tax increments, iFa�ly, thac are (1) genzrdted by the T1F pistrict, (2) legalty avaiiable to ihe Authority for such purposes; and (3} nAt aihenuise piedged ar obligated by the Authority to other purposes. Any such application of tax increments Shall be conditioned on there being no uncured Event af Default by the Devzloper. Aiathing in this 5ection 6.�} will be consuued to limit the Authority's le�islative discretion regarding such applicatian of tax increments. Af2T1CI.E� VII MorKgs��r Financin� Sectian 7.1. Financine. (a) Bef'ore conveyance of The pevelopment Property by the Authoriry, the Developex shall su6mit To the Authority evidence of financing reasonably sufficient for the constructioi� of the Minimutrl Itnpravements. Such commitmenis may be su6mitced as shon tern� tinancing, long ierm mortgqge financing, a bridge loan with a lang term take-out financing comtnitment, Aeveloper equity, or any combina�ion of the foregoing. Such commiunent or commiUnents for short cerm or long term mongage fir�ancitag shall be subject on�y to suGh conditions as are normal and customary in the mortgage banl:ing indusTry. (b� lf the Authority finds thaz the fitwticing complies with the ternzs of this Section 7.1 and is sufficiently committed and adequate in amount to provide for the construction of dze Mi�imum Improvements, the Authority shall natify the I�eveloper in writing of its approvai_ Such appraval shall not be unreasona6ly withheld. Faiture by ihe Authoriry to respond to such evidence uf Tinancing wia�in 1Q days of receipt shall be deemed to constirute approval hereunder. if the Authority rejecU chz cvidence of financing as lnadcquate, it shall do so in wxiting specifying the basis for the rejection. Rna�u�:aa IS C2165•3 �ay-29-88 1t:24pm From-KENNE�Y & GRAVEN 61233PE310 T-832 P 20/60 F-030 Section 7.2. Auchoricv's Option to Cuxe Default nn on�a�e. In rhe event that there occurs a default tuider any Mortgage on ihe Development Prs�perty, the pev�lopex shall cause che Authority to receive copies of any notice of default received by the Developer from the Holder of such Morcgage. Thereafter, [he Authority shall h4ve the righi, but not �he obli�ation, to surc at�y such default on behalf of the Developer within such cure periods as ate avaiiable ta the peveloper undex die Mortgase dacuments. In the event there is an�vent of pefault under this Agreement, ihe Authority wiU transmit to the Hoider of any Mortgage a copy of any notice of default given by di� Authority pursuant to Atticle IX of ihis Agreement. Section ?.3. Suhordination and odification for ihe Beneft of MoMeaeee. In order to facilitate the Developer ob[ainin� financing for construction of the Minimum lmprovements, the Authoriiy agrees tp subordinate all of its rights under this Agreement including, but not limited ta Section 9.3 herein, io the Holder of the MoMga�e, provided the Development Praperry remains subject to The Assessment Agr�ement, whick shall be prior TO and Aot suborc�inate to the Mortgage, asid furiher provided that the subordination of the Authoriry's rights under his wgreement shall be subject to such reasona6le terms and canditiRns as the AutharitY �d Holder mu[ually agree in writin�, A.FtTiCT.�. V]II Prohibitions A�ainst Ass�nment and Trans�; Indemnification Section &.1. Renresentation as to Develop�rten�. The Developer represents and a�rees that its purchase of the pevelopment Property, and its aCher undertalcings pursuant to the Agreemen�, are, and wili be used, for [he purpose of development of the pevelopmeni Propeny and nor for speculation in land halding. Sectzon 8.2. Prohibition A��ipst Devela�er's TransTer of Yrot�ertv and Assi�nment of A�reement. The AevelopeT represents atld agiees that prior to issuance pf the Certificate of Coa7pletion and Release qf ForfeituTe for che Minimum 1mpCOVrm�nts: (a) Except only (i) by way of security for, and only for, the purpose of obtaining financing necessa�y to anabie the pev�loper or any successor in interest to the pevelopment Progeny, or any pan thereof, to perform its obligations with respect to making The Minimum tmprovemenis under this Asreement, and any refinancing in whole or in part of any af the faregoing, or (ii) any assignment of Prveloper's rights and obligations under this A�reement to any entity with whom Developer has entezed lnto an agreement to perfarm the Minimum Improvements on behalf of Developer, the peveloper has nqt made or created and will not make ar creaze or suffer to be made or ereaced any cotal or gartiai sale, assignment, conveyance, or lease, or any trust or power, or uansfer in any other mode ar form of or with r�spect to the Agreement, the t�evelapment Property ar che Minimum improvements or any part thereo2 or any interest therein, or any coniract c�r agreement to do any of zhe same, without the prior written appraval of ihe Authority> which approval sha11 not be unreasanably wi�hheld or delayed, unless the Developer remains liable and bound by this Agreement in which event the Authoriry's approval is nat required. Asry such iransfer shsll be subject [o the provisions of this Agreement. The foregoing shall not in any way restrict ihe right of the Developer ta sell or iransfer the Development Propeny and the Minimum Improvements in connection with a sale o�' all or substantially al} af'the assets af Dev�loper. anaiaaiso 1 6 C;�c5-3 �ay-29-88 12:2Aa� From-KENNEDY & GRkVEN 6123378310 T-632 P 21/60 F-030 (b) ln tkle event the Developer, upon uansfer or assignment of tIte Development Yroperty or the Minimum lmpr�vements, seeks w be released from its obligations under [his pevelopmenT A�reement as to tMe ppnipns of the Developmem Prope�ty oc Minimtun Improvements That is transT'erred or assigned, the Authonty sh211 be eniitled to require, except as otherwise provided in the Agrrement, as cot�ditians To any such releaSe that: (i) Aiiy proposed ti'ansf'eree shall have the qualifications and itnancial respansibility, in the reaso�able judgment of the Authoricy, necessary and adequate in fu1Ti11 ihe obligations undert�en in this Agreement by the peveloper as to the portion of the Development Property or Minimum improvrments to be uansferred; (ii) Any proposed transferee, by instrumrnt in wruing reasonably satisfactory io ihe Autharity and in fornz recordable a�nong thz land records, shall, for itself and its �ucczssors a�zd assigns, and expressty fox the benefit of the Authoriry, have expressly assumed all af che obligations pf the �evelaper under this AgreemGnt and the Assessment A�reemenT thereafter arising zs io the portion of'the DevelopmenT Property or Minimum lmgrovements to be transferred and agread to be subject to a11 the conditions and resMctiAns to which the peveloper is subjeCt a.+ to such porcion; provided, however, that the fac[ [hat any transferee of, or any other successor in interest whatsoever to, the pevelopment Proprny, or Minimum Improvements, shall not, Tor whatever reasan, have assumed such oblisations or so agreed, and shall noi (unless a�id anly to the extent odirrwise specifically provided in this Agreement or agreed ta in writing tay the Authority} drprive the Authority uf any ri�hts or remedies or conuols with respect to the Developmeni Ytopeny or any part thereUf or ihe conscruction of the Minimum lmprovements; it being the intent of the parties as expressed in thi� Agreement that (ta the fullest extent permitted at law and in equity and excepting onl} in the mQnner and to the excent speciTically ptovided otherwise in this Agreemeni) no transfer of, or change with respect to, ownership ln the Development Property ar any part thereof or Minimum improvements, or any interest therein, however consununated or occurring, and whether votuntary ar involuntary, sha11 aperate, legally ot• prdctically, to deprive ar limit the Authority of or with respect to any rishts or remedies on cot�uols provided in pr resultin� fiom this Agreement ar the AssessmenT Agreement with respect To ihe Development Propetty uid the Minimum ��nprovements that the Autharity would have had, had rhere been na such [ransfer or cbang�. In the absence of >pecific written agreemen� by the Auihority to tl�e conuary, no such iransfea or approval by ihe Authorizy ihereof shall be deemed to relieve [he Developer, or any other party bound in any way by this Agreemenc or otherwise wi�h respect ta the consuuccion of the Miziimum Imptovements, from any Uf its oblisations wich re>pect thereto; and (iii) Any and all ins[ruments and other legai docwnents invalved in effecting the uansfer of any imerest in this Agreemeqt, ihe AsseSSmertT A�reement, the pevelopment Property ar the Mirumum Improvements governed by this Asticle VIII> shall be in a forr� reasonably satisfactcary to �he Authority. In th� event the fore�oing c4nditions are satisfied �he peveloper shall be released from its obligation under this Agreement and the Assessment Agreement, as to the gortion of ihe �149i99 1^1 C:165-3 �ay-28-88 }2:2Spm From—KENNEDY & GRAVEN 61233793?0 i-832 P 22/60 F-03� pevelopment Frop�r[y or [he iVIinitnum ImprovemenTS ihat is transferred, assi�ned or otherwise conveyed. (c) After issuanc� of the Cer[ificate of Completion and Release of Forf�iture for the Minimum Improvements, the Developer may transfer or assign any pprtion of the Drvelopment Propetty or the Miniznum Improvements or ihe Developer's interest in [his Agreement without the con�enT of the Authority, pr�vid�d that the uansferee or assignee is bound by akl the peveloper's obligations hereunder> xncludii�g the Assessment A�reement. The p�veloper sha11 submit ta the Authotity wriTten evidence of' any such uansfer or assignm�nt, including d�e transferee or asSignee's express assumption of The peveloper's oblisaTions under this Agreemei:t. If the peveloper fails to provide suci� evidence of transfer and assumption, rhe Developer shall remain bound by all it obligations under this Agreemenc and the Assessment Agrezment. Section 8.3. RElease and Inc�emruficalion Covenants. (a) The peveloper releases from and covenants and agrees that the Authority and its governing body members, of�`icers, a�ents, servants and emplpyee� ther�of s�all qot be liable for and a�'ees to indemnify and hold harmless ihe Authoriiy atld its gaverning body mrmbers, offieers, agents, servants and einployees thereof ag�inst any loss or damage to ptoperty or any injury to or death of any person occurring at or about or resulting fiom any defect in the Minimum Improvements; provided tha� such liability arises by reason of this Agreement or the perf��ance by such pelsons Af obligations arising under this Agreement as opposed to, for example, acuons which would be r,aken by� such perso�s if tht Developmenl Pzoperty were acquired by thz I�eveloper and developed w�thout the benzfit of this Agreemen�. (b} �xcept for any willful misrepresentation or any willfui or wanton misconduct of the followin� named parties, ihe Developer agrees to protect and defend [he Authority and its governing body members, officers, agenis, servants and employees thereof, now or farever, and futther agrees to hold ihe aYor�said hatmless from any claim> demand, suit> aGiion or other pracaedins whatsoev�r hy any person ar entity whatsoeveT at�ising or purporcedly arising fram this Agreemeni, or the uansactions contemplated heteby or the aequisi[ion, constructiAn, installation, ownership, and operatinn af �he Minimum lmprovements; provided that such liability arises by reasan of this Agreement or the gerfonna�ice by such persons of abliga�ions arising undeX this Agreement as opposed to for exatnple, acTions which would be taken by such pexsons if The Development Property we�e acquired by zhe Develaper and developed withouc rhe benefit of this Agreement. (c) The Authority and its govrrning body members, officers, agents, servants and employees ihereof shail not be liable fo� any dama�e or injury to she persons or propeny of the I}eveloper or its Afficers, agents, servant> or employees ar any oeher person who may be about the Llevelopment Proper[y or Minimum Improvements due t� any act of neg)igenCe of any person; provided rhat such liabiliry arises by reason of this Agreement or che perforn�ance by such persoas of obiigations arisin� under this Agreement as oppused zo> for example, actions which would be [ak�n by such persona if the pevelopment Properry were acquired by the Aeveloper and developed without the benrfit of this Agreemenc. (d) All covenanis, stipulations, promises, agreements and obli�ations of the Authority contained herein shall be deemed to be the eqvenants, s[ipul&tions, promises, agreements and ��@i8'l � O cT165�3 �ay-29-88 12:26pm Prom-KENNEDY & GRAVEN 61233T93'C T-832 P 23/5G F-0?9 obligatians of The AuThority and not of airy go�ernin� body member, officer, a£ent, servant or employee of the Authori�y i� ihe indPvidual capaciry iherzof. A�TICLE IX �vrnts of Default Section 9,1. Events nf Pefault Definrd, The following shall be "�vents of pefaulT" under chis Agreemen[ and the tetm "�vent qf Default" shall mean, whenever it is used in thi� AgreemenT, any one or more of Thr fallowing events, but only if the subject event has not been cured within 3Q days af'ter receigt Qf written notice of such failure from the Authority, ur if'the event is by its nature incurable within 30 days, [hz Developer does not, within such 30-day period, provide assurances zeasonably saTisfaCtory to the Authority thaT th� failure will be cured and will be cured as soon as reasonably posSible: (a) failure by the Developet to observe or perfarm any covenant, candition, obligauon or agreement on its parc ta k�e abserved ar petformed under this Agreement or the Assessment Agreemeni; or (b) If the Developer shall (i} file any petition in bankruptcy or for any reorganization, artangement, cqmposition. readjustment, liquidation, dissolutiop, ar similar relief under the Uniced States �uikruptcy Act or wider any similar federal or SiaTe Jaw; o� (ii) mal:e an assignment for benefit of i[s creditors; or (iii} admit in writing its inability to pay its debts generally as they become due; or (iv) be ac�judicatrd a bankrupt or insolvent- Section 92. Remedies on efault. Whenever any EvenT of Default referred tU in Secuon 9.l of this Agreement occurs, [he Authority may exercise the following rights under this Section 9.2: (a) Suspend its perfomlance under this Agreement until it receives assurances that the Devrlaper wil! cure its default and continue tss perfarmartce under thd Agreement; (b) Cancel and rescind or terminate this Agreement; or (e) Tal.e whaTZVer actaon, including legal, equitable or administrative action, which may appear necrs�ary or desirable tU s:ollec� any payinents dur und�r this Agreement, or io enforce performance and observance of any obligation, agreement or covenant under this Agreement. Notwithstandin� the f'ore�aing, in no event shaU the Authority be entitled to withhold the Czrti�"icaie of Lompletion and Release of Forfeiture if [he MiAimum Improvements he becn wral�+i99 19 cT16"s-3 �av-2B-98 12:26Pm From-KfiNNEDY & CRAVE� 6123378310 � T-632 P 24/50 F-030 substantially complCted in accardapce with Seciion 4.4 herepf, whether such completian occurs befare or after the date Tequired therefoT, except as otherwise provlded in Section 4.4(a) hereof. Sectipn 9.3. Revestin� Ti$Ie in Authori� i7pon H�nening of Event Subsequent to Convevance to Developer- ln tlle event that subsequent to convey�nce of the Pevelopment Property to the peveloper a.nd prior to re�eipt by the peveloper of the Certificate of Completion and Release RT' Forfeiture for ihe Minimum lmpxovements: (a) the Deve3oper, subject to linavoidable Delays, shali fail to begin consuuction of the Nlinimum Improvements in eonformiry with this Agreement and such fsilure to begin canscruction is not cured wichin ninery (90) days zfTer written Aotice from the Authority to the peveloper to do so; or (b) subject to linavoidabje Aelays, the pavelpper aftei commencement of the constructiop of the Minimum Improvements, fai�s to carry out its o6ligations with respect to the �ompletz�37 of' construction of z�e Minimum Improvements (including the neture and IhC ddTC f0!' the compietion thereofl, or abandons or substantially suspends construction work, and any such failure, abandonment, or suspensipn shall not 6e cured ended, or remedied within ninety {90) daya afier written demand from the Authoriry to the Developer to do so; ox (c) Thr I)eveioper fails To pay real estare taaces or assessments on The Development Propeny or any part thereof wiThin ninety (90a days after the date when due; or (d) thzre is, in violation of Section 8.2(a) of this Agreement, any trAnsfex of ihe Development Propeny, che Minimum improvements or any part thereof, and such vialation shall np� bt cured wiChin ninety (90) days after written dema�id by the Au�hority to the Aeveloper, then the Authority shall have the ri�ht to re-enter and tal:e possession of'th� Development Prope��ty and to teaxninate and revest in the Autharity the estate conveyed by the Deed co th� Developer, it bein� the intent of this provisjon, together with other provisions pf the Asreement, thzt the cPnveyAnce of She pevelopment Propei�ty to the peveloper shall be nZade upon, and that the I)eed shal! contain a condition subsequent to [he effeet that upon ihe occturence of any Ever�t of Def�ult on the part of tkle peveloper and failure on the pan of the Developer to remedy, end, or abrogate such Event of Default within the period and in the manner staced in hezein, the Authority ac its option may declzre a terminatian in favor of the Authority of the title, and af all thr ri�h[s and interests in and w the Development Propeny conveyed to ihe Developer, and that such title and aU rights and interzsts of the peveloper, and any assi�ns or successors in inierest ta and in the DevelopmenT Property, shall rrvert co the Authority, but only if the events stated in Section 9.3(a)-(d) hrreof have not been cured within the time periods provided zbove, oc if tlae events cannot be cured wi[hin such time periods, the T)eveloper does not providr reasonable assurances to The Authoriiy That tJ1e events will be cuted aiid will be cured as soon as rea>onably passible. Notwithstanding anything To the coritCary coniained in ihis Srction 9.3 of this Agrermen[, the Authoriry shall have no right to reen�er or retake title to and passession of the I?evelopment Praperty if the Certificate aF Completion and Release of Forfeiture has 6een issued. k�iaa:9a 20 C(165-3 �ay-29-68 12:26pm Prom-KENNE6Y & GRAJEN 61233TE310 T-832 P 26/50 P-030 SeCtion 9.4. �?sale of Reacouired Property;.,Dispotii[ion of Proceeds. Upon the revesting in the Auchoriry of title 2o and possession of the Development Propeny as provided in Section 9.3 Af this A�rzement, the Authority shall, pursuant to its responsibilicies under law, use iu best effotts So sell zhe Development Pa'operrY upon commetciafly reasonable terins an$ conditions, subject co any existing MoRgage, as soon and in such maruier as the Authority shali find feasible and cansistept with ihe objectivrs of such law tp a qualified and responsible party or partirs, as reaspnably deTezzninzd bp the Authprity, who will assume, 4r if required by the Holder pay in full, any existing Mortgage and assume the ohligation of making ar completin� the Minimum jmprovements pr Such other improvemetlts in their stead as Stu211 be saTisfactary to che Authoriry and in accordance with ihe uses specified for such Llevelopmenc Pzoperty or part ther�of in th� Project Plan ar TIF Pian. Ugon such resale Rf the Qevelopment Property, the proceeds the�eof sha11 be applied: (a) First to satisfy the MUnga�e of record, iT' requiced by the Holder; (6) Secnnd, to reimburse thr AulhRriri' for all eoSts and expenses incurred by the AutJ:prity, including but not limited io salat'ies of persPnnel, in connectipn with the recapture, rnanagement, and resale of ihe DevelAptnent Property (but less any income derived by thr Au�horiry from the Development Praperty in coiuiectipn wiih such management); a�l taxes, assessments, and waier And sewer charges with respect to the Development Property (or, in The event the Llevelopment Pra�erty is exempt from iaxatio� or assessmeni or such chazge during the petiod of owrlership thereof' by the Authority, an aXnount, if paid, equ$! ta such taxes, assessments, or char�es as determined by the zssessing official as would have be�n payable if the Developmeni Property were noi so exempt; any paymznis made or necessary �o be made ta diseharge any eneumbrane�s or liens exixcing on the Development Property oc part chereof at che cime of revesting af tiTle thereto in The AuthoriTy oi to discharge or preveni from atTaching or being madr any subsequent encumbrances ot liens duz to obligations, defaults or acts of the peve�Aper iis successors or traztsferees; any expendiRUes made or abiigations incurred with resgect [o the making or Completion of Lhe Minimum Improvemen[s ar any part thereof on the Developmcni Proper[y or part thereof; and any amounts otherwzse owing ihe Authority by the peveJoper and its successor or transferee; and (c) Any balance to the Developer. Section 51.5. No Remedv Exclusive. No rzmedy herein conf'erred upon ox reserved to the Authority or Developer is intended 2o be exclusive o�' any other available remady or remedies, but each and every such rem�dy �hall be eqmulative and shall be in addition to every other remedy �iven under this Agreement or npw or hereqfjer exis[ing at 1aw or in equity or by statute. No delay or omission to exercise any ri�;ht oC powel �iccruing upon any default shali tmpair any such right or power or shall be construed to 6e a waiver thereof, but any such righz 2nd power may be exercjsed &om time to time and as of'ten as may be deemed expedient. ln order to entitle the Auihority to exrrcise any rzmedy Teserved to it, it shall not be necessary to give notice, other than such notic� as may bz required in Article X of this Agreement. Section 9.6. No Additional Waiver I�plied bv Qne Waiver. In [he event any agreement contained in this Agxeement should be breached by either pany and thereaRer waived by the w�ai..i„ 21 cries-a Mar-28-98 12:2Tom From-KENNEDY & GRAVEN 61233?93!0 T-832 ? 26/SC P-03u other parry, such waiver slz�tll be limited To the particular breach so waived nnd shall not be deemed to waive any athex canCUrtenc, previous or subset�uent bi'each her�under. ARTY�IGE X Additional �'rovisions Section 10.1. Conflict o Interests� Authoritv Represe�tatives Nbt individuallv Liable. The Authority znd the 1)evcloger, to the beat af their respective knowled�e, represent and agree that no member, official, or employee af the Authority shalk have any pers4nal interest, direci or indirect, in the Agreement, nqr shall ariy suCh member, official, ox employee pattieipate in any decision relating [o the A�reen�ent which affects his or her personal interests pr the interests of' any corpordiion, partnership, or association in whieh he or she is, direcdy or indirectly, interested. No znrmber, official, or �mployee of the Authority shall be personally liable to the 1�eveloper, or arxy successor in interest, upon the occurrence of any Event of Default or breach by the Authority or for any amount which may become due to the Develap�r or suc�essor or on any obligations under the terms of this Agreement. Szction 10.2. Ec�ual E�}p�o ment Opportu�v_ The Devzloper, T'or iiself and its successors and assigns, agreas That durin� the construction of th� Minimum Improvements pravided for In ti7is AgFeement, it wi11 comply with aIl applicable federai, State and loCal equal emplqyment and npn-discrimination laws and regulations. Section 10.3. Jte�trictions on Ilse. IJnlil �he Termination Date, the Aeveloper agrees that the peveloper, and its successors and assigns, sha11 drvq[e the Development Prapem to the operation of ihe Minimwn tmprovemenis as a manufacnuin� and distribution Tacility with reIated affice space within the meanins of Szction 469.1'76, subd. 4c, clauses (i), (2) a�id (6) of Th� TIF Act, and shall nuc discriminate upon the basis of race, color, creed, sex or national o�igin in die sa1e, lease, or rental ar in the use or accupancy of ihe Developmenc Property the Minimum Improvements, or any part thereof. Section 10.4. Provisions Not Merged Wirh Deed. None qf the provisions af this Agreemer�t is intended to nor shall be mer�ed by reason of the Deed or any other inscrumeni trat�sfet�i�ing any inierest in the pevelapment Propeny to the Developer and any such deed shall not be deemed to aff�ct or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Anielas and Seezions. Any tltles of the S�veral patts, Articles, and Srctions of the Agzeement are inserted for cAnvenience of reference oniy and shall tae dis:egazded in construing or interpreting any of its pravisions. Section 10.6. Notic, , es and Demands. fixcept as otherwise expressly provided in t1�is Agree;neni a nqtice, demand, or oiher comtxiunication under the Agreemen[ by either party io the other shall be sufftcienily given or delivered if i[ is dispatched by xegistered or certified mail, posta�e prepaid retum receipt requested, or delivered personaliy; and (a) in the case of the peveloper, is addressed to or delivered personally to the Developtz at : �d Rx9itie:9v �'J CTA65-� -- �ay-28-88 12:27pT From-KENNEDY & uRAVEN 61233?6310 T-832 ? 27/50 F-030 (b) in the case of tkte Authority, is addressad to o� delivered persondlly to the Authoriry at ihe Cqttage Grove city hall, ��lb 80th 5treet South, Cottage Grove, Minnesota SSOt6, Atm: EDA Hxecutive Director; or aT such other address with respect to either such party as that parcy may, from time to time, desisnate in wri[ing and farwazd to the oth�r as piovided in this Section. Section 10,7. Countemarts. This Agre�meAt may 6e executed in any number of cUUnterparts, each of which shall constitute one and the same fnstnunent. Section I0.$. Recor '. The Authortiry shall record this Agreemznt zrad any amendments [hereto with the County recorder. The peveloper shall pay all costs for recording. Section 1Q.9. Coven2n[s Runnine wizh che Land. The terms znd provisjons of this Agreement shall be deemed to be covenanzs runnin� with the Pevelopment Property and shall be bindin� upon my success�rs or a»igns of the I?evelaper and any fUiure owners or encumbra�teers of the Develppmen[ Propeny. Section 1Q.10- Modifications. This A�reement may be modified solely throu�h w�rirten amendments thereto executed by A�velopeT zrid the Autllority. IN WITNESS WH�REOF, ihe parties hereio have caused this Agreement co be duly executed in their behalf By their authorized representatives on ot as of the da�r first above written• RNBla��sa .�3 CT,}e5-3 �ay-2B-98 12:27pm Fram-KENNEDY & GRAVEN STAT�. QF MINN�SOTA COUi�TY OF 6129378310 T-932 P 28/60 F-030 COTTAG� GROV� ECONOMIC T7�VELQYN�ENT AliTHORITY By Its Presldent �y Its �xecutiva Director ) } SS. ) Thz foregoing insuument was acknow�edged before me chis day o2' , 1998 by and , the President and Executive pizector, respectively, of the Cottage Grove Economic Develapment Authori:y, a public body corporate and politic under the laws of Minnesata, on behalf of the Economic Development .Authoriry. otary u 3c RNHiSa}99 'zA Cti65-3 � �av-28-BB 12:28pm F om-KENNEDY $ tiRAVEN 6`233783i0 T-832 P 29/50 F-�3Q S'1'ATE OF MINN�SOTA ) ) S5. CQL�iTY OF ) REN&WAL BY ANDERSEN, INC. BY — Its By � its The for�going instrument was acknowledgrd before me this day� of , 1998 by and , the an$ , respectively, of Renewal by Andersen, Inc., a Minnesota coipoxation, on beha�f of the corporation. . otary u ic Rifa:vei�a �5 cr:o5�3 �ay-28-88 i2:28pm From-KeNNEDY & 6RAVEN o12?3?931Q T-832 P 30/60 f-030 �XHI$TT A LEGA1, AESCR[PTION OF THE AEV�I.QPMENT PROPERTY Tha[ pa.rt of the Southwest QuarCez of Section 21, Tawnship 27, Range 21, Washington County, ;vlinnesota, described as follows Commencing at ihe southeast corner pf said Southwrst Quarter; theilce North 89 degrces 53 minutes 43 seconds Wesi, 1ssUmed bearing, along Ihe sauth Iine of said Southwest Quarter, a distqnce of b10.OQ feet to ibe westerly line of Jamaica Avenud, which is She point of beginning of land to be desCribed; thence cqnTinuing Nonh 89 degrees 53 Fninutes 43 srcpnds W�si, alon� said south lilie, a dis�nce of 1242.91 feet; [hence North 0 degrees 07 mi�utes 51 seconds East, parallel with said lamaica Avenue, a dist�tlCe of 1372.$0 Teet; thence South 74 degiees 28 minu«s 27 seeonds �ast a distanee of 12$9.17 feet to the westerly line of said Iamaica Avenue; thence South 0 degrers 07 minutes 51 secands West, along the wrsterly line of said Ianiaica Avenue, a distance of R30.�0 feez to the point of 6eginning. Except the Southerly 50,00 feet thezeof. x,tai9,iya fl_1 c*:os•3 �av-29-88 t2:28pm From-KENNBDY � 6RAVEN 8?233T8314 T-832 P 31/60 F-�30 EXtiIBTT � FQRM O�' LIMITED !�'a4tR.ANTY A�EA TH1S INDENTL'R�, is made this � day of , 1998 by and between ihe Cottage Grave Economic Development Authority, a public body corporate and politic under zhe laws oF MinnesoTa (the "Grantor"), and Renewal by :Andersen, fnc., a Minnesota cotparation, {the "Crr�tltee"). WITi��SSETH, ihat Grantor, in consideration qf [he sum of one dollar ($1) and other good and valuable consideration, the receipt and sufTiciency of which is hereby acknowledged, dUea hereby grant, hargain alid convey to the Grantee, its successars and assigns forever, all ihe tract ar parcel of land lying and being in the County of Washin�ion and State of Minnesota described as fallows. to-wit (such trac� o� parcel of land is hereinafter referred to as the "Property"): [insen le�al deseription� Ta have and to hold the same, tosether w'lth ail �he hereditamerits �zd appurtenances thereunto belonging in anyway appertuning, to zhe said Gtantee, its successors and assigns, f'orever. Grantor covenants and represents [hat Grantor has nca� made, dona, executed or sufT'ered any act or thin� whzreby the Propeny or atiy pan therepf, now oi any time hcreafter, shall or may be imperiled, changed or encumbered in any mantaer, a��d Gran�or will warra.*�t the title to Ihe Propercy against all persons claimin� the same fTOm or [hroush Grantnr as a result of any such act or thin�, Provided: 9ECTION 1_ Ic is understaod and agreed chat this De�d is subject to the covenanis, conditions, resuicjions and provisions of ihat cer[ain ConTract for Privatr Aevelopment dated as of the _ day of , 199$ (the "Development Agreement") between the Granior and Grantee and that the Grantee shall not c4nvey ttlis Prapeny, or any pai't thereof, except as pe�-mitted by ihe pevelopment Agreemeni until a CertificatK Uf Completion and Release of Forfeiture rel�asing �he Crrantre from certain obligations of said I}evelopment Agreement as to this Propercy or such pan Thereof Then to be conveyed, has been placed af recard. This provisipn, however> shall in no way prevent the Grantee from mongaging this Propeny in order to obtain funds for erecting improvements theieop in conformity wlth thr Developmant Agreement, any applicable development program and applicable provisions pf'the zoping ozdinance of the ciry of Cottage Grove, Minnesota, or for The refinancing of the same unless the contexx clearly indicates to the contrary> the de#'ined terms in this pe�d shal! have tI�e same meanin$ as they do in the pevelopment A;zeetnent. W{919i:44 B.1 C7165-3 �ay-29-BB 12:2Bpm From-KENNEDY & GRAVEN 6123378310 T-932 P 32/SO F-030 It is specifically agreed that the Grzntee sha11 aommence a�ld prpsecute to compietion the development of' the Property through the consiruction of the Minimum Impravemenis ihereon, as provided in the Developmznt Agreement. Promptly aT'tar completion of tlle Minimum Impzovements in accordance with chz provisions of [he Develogment Agreement, the Grarttor wiU furnish the GrAntee with an appropricte instrument Sp certifying in the form of a Certificate af Completion and Release of Forfeiiure. Such cer[i#ication by [ne Graritor shall be (atld it Shall Be so provided in the cenitica�ion itsel� a conclusive determination of satisfaction and termination af the agreements and covenants of the Development A�reament and of this peed wiih respect to the abligation af the Grantee, and its successors and assigns, to construct the Minimum Improvemznts and the aates for the be�irtning and complelion ihereof. SuCh certificatian arld ]uch detetminatian shall not constitutr evid�nce of compliance with or satisfaction of any obligation of ihe Crrantee �o any holder of a mongage, or azry insurer of a mar�gage, seeuring money loaned ta finance che purchase of [he Property hereby conveyed or the Minimum Improvemrnts, or any pait thereof. .qll certification provided for herein shall be in such form as wili enable it to be recArded with the Counry Recorcler, or Regisuar of Titles, Washir�gton County, Minnesota. if the Grantor sha11 refuse or fail to provide any such Certification in accordance with the provisions of the Development Agreement attd this Peed, the Grantor shali, within thirty (3Q} days after wxitten request by th� Carantee, pravide the Graniee w�th a wriiten statement indicatin� in adequate detail in what respects the Gzantee has failed to complete the Minimum lmprovements in accordance wiih the provisions of the Development Agrzemen[ or is othetwise iii default, and what measuxes or acts it will be necessary, in ihe opinion of the Giantor, for the Grantee to take or perf'orm in atder ta obtain such cerUficatiran. SECTION 2- In the eveni priar to ihe recording af the Certificate o2 Completion ar�d Release of �orfei[ure h�reinabove ref'�rred to: (a} tk�e Grzntee, subject to Unavoidable Delays, f'ails to begin cons2ruction of the 2NSinimum lmpxovemen�s in confarmity with the Ltevelopmen� Agreemant and such failure to begin constructian is not cured wi�tin ninery (9U) days after wriRen notice from ihe Grantor to the Grantee to do so; or (b) subject to TJnavoidabfe Delays, the Grantee a13er conir�encement of the canstru�tion of ihe ,Nlinimum Improvemznts, fails io carry out its abligations wiikl 1'espect tU the completian of constniction of the Minimum lmprovrments (including the nature znd the date for T�� epiTlpletion tFlere�� or abandons or substantiatly suspends consTruction work, and any sueh failure, ahandonment, or suspension sha31 not be cured; ended, or remedied within ninecy (44) days after written demand from the GranTOr ro the Grantee to do so; os (c) the Gtantee fails tp pay real estate taxes or assessments on the FroperCy or any par[ thereof within ninery (9Q) days ufter the date when due; or Rn6zac�.9a p CT165-3 u ? May-29-BB 12:29pm From-KENNEDY & GRAVEN 61233783?� T-832 P 33/60 P-03� (d) there is, in violation of SectiRn 8.2(a) of the Development Agreement, any transfer of thr Frop�rty, the Minimum Imprpvements or any part thereof, and such violation shall not be cured within ninety (90) days after written demaild by the Grantor to the �'rranTee, then the Grantar shal! have the ri�ht ta rt-enter and take possession of ihe Propercy and co terminate and revest in the Grz�tor the estate conveyed by �his Deed to the Grantee, its assigns or succes>ors in interrst, but only if the events siated in Seciion 2(a)-(d) of �kus Deed have not been cured within [he time peripds provided above. SECTION 3. The Grantee agrees for iiself and its successors and assigns to or of The Property or any pnrt thereof, hereinbefare described, that ihe Gxantee and such successors and assigns sha11, uniil the Terniination Date: (a) Uevote the Prqperty and the Minirilum lmprovements io, and only ta and in zccordance with rhe uses spec�fied in Section 10.3 of the Developmetlt Agreemenc; (b} Not discriminaTe on ihe bastis of race, color, eTeed, nationai origin, or sex in the saie, lease, rentai, or in the use or occupancy af thr Froperty or the Minimum Improvements erecjed ox to bC erected the7eon, or any par[ thereof; and (c) Comply with the provisions of Sections 5.1, 6.1, 6.2 and 6.4 of the prvelopment AgTeement rtlating to insura�ice coverage, the timely paymeni of real property ta�czs, maintenance of taxable status, and payment of tax inerement deficiencies. It is inteaded and agreed that zhe above and foregoing agzeemencs and covenazits shatl be covenancS running with the Iand uniil the Termination Daie, and that they shall, in any event, and without tegard lo technical classification or desi�na[ion, lega� or oiherwise, and axcept Qzzly as otherwise specificaAy provided in this peed be bindic�g, to ihe fullest extent permitted by law and equity for thr benefit and in favor pf, and enforceable by, the Grantor agains� thr Grantze, its successors and assigns, and every successor in interest [o The Properry, ar any part ihereof or any interest zherein, and atiy party in possession or occupancy of the Property or any part ihereof. In amplification, and not in resTriction of, the provisions of the preceding seGtion, it is intended and asreed that ihe Grantor shall be deemed a benzficiary of the agreemepts and covenanis provided herain, both for �11d in its owp ri�ht, and also for the purposes of protectin� Lhe interest of the cammunity and the other partizs, public or prjvate, in whose favor or for whose benefit these agreements and cove�nnts have been pzovided Such a�reemencs and covenants shall run tin favor qf' the Grantor withpuc regard ta whether the Cnanms has at any time been, remains, or is an owner of any land or interest therein ta, or in favor of, which such agreements and covenams rela[e. 1'he Grantar s}ia11 have the right, in the event of any breach of any such agreement ar covenant to exercise ali �he ri�hts and i'emedies, and to maintain any actions or suits at law or in equity or other prope� prpceedings to enforce ihe curin� of such breaCh pf agreement or caveneuzt, to which it oX any oiher l�e�leficlaTies of suCh agreement or covenant may be entit)ed; provided that Crantor shall not have any right to re-enter ihe Properry or revest in the Gganwr A8814w:4c �_� [T165-3 �ay-28-BB 12:28am Prom-KENNEDY & GFFVEN 6123H7831� T-832 P 34/60 F03� the estate canveyed by thia Aeed on graunds of Gtantee's failure to compiy wi[h iTS obligatians under ihis Section 3. SECTION �. This I�eed is alsa given subject to: (a) Covenants, conditions and resuicTions contained in Project Plan for Devrlopment District No. 1 as amended as of the date of the Asreament; {b} Provision of the oidinances, building and zoning laws of the city of Cotta�e Grove, state and #�ederal laws and regulations in so far as they affect this real estate; and (c) Provisions of �nnesota Statutes, section a69.105 regardirig use of the Propei�ty by ihe Grantee. Granwr certifies that ic does not know of any wells on the Prapeny. Consideration Tot this transfer i� less thai� �SUQ.OQ. aha.00i9a a-a CI165-3 �ay-2B-98 :2:29om From-'dENNEDY & GRtiUE4 612?3?9310 T-632 P 35/5u F-0?3 IN WI'I'NESS WI-tEREOF, the Grantor has caused this Limited Warranry Dezd ta be duly executed in its behalf by its authorized represzritatives on or as of the date firsc above written. STA7E OF MI?�'NESOTA COUNTY OF GRAh'TOR COTTAG& GRQVB &CONOMIC pEV�1.OPMENT AliTHORITY By �._.. Cts Fresident �y Its �xecutive Director ) ) SS. ) The foregoing insmunent was acknowledged beforr me this day of , 1998 by and > ihe President and �x�cutive Ditector, rr�peeiively, of ihe Cottage Grove �eonomic Developm�nt Authoritv, a public body corporate and politic under [he laws of Minnesota, on behalf' of the �conomie Developmen[ Authority. otary u ic This insuument was drafted by: Keruledy & Graven, Chartered q7Q Pillsbury CenTer Minzleapolis, Minnesata »402 (612)337-930Q RH9'-:9 i 93 �_ � C'5165-3 �ay-28-98 !2:30pm From-KENNEDY & GRAVEN 8123378310 T-832 P 36/5tl F-03G EXHIB�T � FQRM C1F ASSESSMENT AGR�EMEi\T and ASSESSQR'S C�RTIFICATIOti Ay and setween COTTAG� G120V� �CQNOMiC T}EVE�AP�IENT AUTIHORITY, CQTTAGE GROVE�, MINN�SOTA and kiEN�WAi. BY AIVAERS�IV, XNC. This Document was draTied by: KkN.�'EpY & GRAVEN, Chartered 470 Pilisbury Center Minneapolis, MinnesAta 55402 (612) 337-9300 Rti915t19s C, i C,:os-3 �ay-2B-88 12�30pm F;om-KENNEDY & GRAVEN 61233T8310 T-852 P 37/60 P-03G qSSFSSMENT AGREEMENT TtilS AGREE!e2ENT, made on ar as of the day of , 1998, and becween th� Cottage Crrove Economic Development quchoricy, a public bDdy corporatz and paliTic under the laws of Minnesata (the "AUthariry") and Renewal hy Andersen, Ine., a Minnesota corporatian, (ihe °Developer"). w1T:V�SSBTH: WH�RBAS, on or befoze ihr dace hereof, the Authority and Develaper have entered into a Conuact for Frivate Development (the "Development Agreement") regardin�; cenain real property located in the city af Cottage Grove, Washinston County, Minnesota, pursuant to which the Authoriry is to facilitate development of carrain property (the "Prope�cy") and 1e�ally clescrib�d in Exhibit A aTtached hereto; and WHERfiAS, gursuant to the Qevrlopmetlt A�reemenz, �tte I)eveloper is obli�atzd to cpns[ruct a 220,OOQ squru� foot manufacturing and distribution facility wiih related affice space upon the Property (the "Minimwn Imgrovements"); and WHEREAS, the Autharity and Develaper desire to establish a minimum market value for thz PropeMy and the Minimum Improvements constructed thereon (the "Minimum Market Value"), pursuant to Minnesota Scarutes, Section �169.177, Subdivlsion 8; and WHEREAS, the Auth�rity and the Rssessor for Washinston County (the "Assessot") have reviewed the preliminary plans and specifications for the Minimum lmpravements. NOW, THEkEFORE, the parties to Lhis Agreement, in consideration af [he protriises, covenants and agreemen[s made by each ta the piher, do hereby agree as follows: l. The Min�mum Mai'ket Valud which shall be assessed Yor the Property deecribed ln �xhibit .A, togeiher with ihe Minimum tmprovements thereon, shall 6e �8,4QO,OQO as of January 2, 1999, norv✓ithstanding any failure to complete c:onsmution of such Minimum Improvements by that date. 2. The Minimum Market V&lue hecetin establi�hed shall be of no further force and GffeCt and this A�reemdm shal! terminate on [he Terminatian Aate (as defined in the Aevelopment AgreementJ. 3. This Agreement shalt be promptly recorded by the Authority. The Developrr shall pay ali coszs of'recording. 4. Neither the preamb)es nor provisions of this Agreement are intended to, nor shall ihey be consirued as, modifying the [erms of the pevelopment Agreement between the Authority and thr Davzloper. RM$1n9199 � �t C1365-7 � �ay-28-98 ?2:30pm Prom-KENNEDY & 6RAVEN 6123379310 T-832 P 38/50 F�30 5. This A�reem�m shall intue to the benefit of and be binding upon the successors and assigns of the parcies. b, &ach of the par[ies has authority to enter into chis Agreement and to tal:e all actinns r�quired of it, and has laken al] actions necessaty to authorize the execution and delivery of this Asreement 7. in t�ze event any provision of this Agreement shait be held invalid or unenforceable 6y any court aF competent jurisdiction, such hAlding shall not invalida(,e o7 rznder unenforceable any othel' provision hereof. 8. The parties hereto agr�e [hat they will, from timz to time execute, acl:nowledge and deliver, or cause to be executed, aCknowled�;ed a�id delivered, such supplerilents, amendments and modifications hereio, and such further instruments as may reasonably be required for correCting any inadeyuaie, or inco�7ect, pr amended description of the Praperty, pr for carryin� out tha expzessed in[en4on of this Agreernen2, ineluding, without limitation, any further instruments required to delete fr�m the descriptian oF Ihe Property such part or parts as may be inc�uded within a separate assessment agreement, and any insLt'ument necessary to confirm the occurrence of the Termination Date and rherehy the Cerminatian of this Agteement. 9. Except as provided in Section S of this Agreement, this Agreerttent may not be amended nor any of its tetms modified excep� qy a writing authorized and executed by all panies hereto. 10. Thzs Agr�emenc may be simultaneously exeeuted in several eounterpares, eaeh of which shall be an originai and all of which shall constizute hut one and che same insirument. 1I. This Agteement shall be governed by and canstrued in accordance with [he laws pf the Siate of Minnesota. COTTAG� GROV� ECONOMiC DEVELOPMENT AUTt�QRITY �y Ita Pre�idept By Jts �xecutive Airector Fh81vr19� �_� C;a65-3 �ay-20-BB 12:30am From-KENNEDY & SRAVEN STATE OF MINN�SOTA COL^YTY QF ) ) ss. ) 612:3?93'C T-832 P 39/50 F-030 Tlze faregoing instrument was acknowledged before me this _ day of , 1998, by and �, ihe PresidenT and �xecutive Director, respzctively, of the Cotta�e Grove Economic Developmertt Authority, a public body cotporate and politic under the laws of Minnesoca, on behaif of the �conamic Development Authority, . otary ic R;(H33+:94 �_4 C'L`.o5-3 �av-28-BB 12:30pm From-KENNEv"Y & GRAVEN STAT� QF MIN?VESOTA COUNTY OF ) } ss. ) 6i233783'0 ?-832 P 40/5u F030 REN�W.qL SY �NDERSEN, lNC. � !ts The foregoing insuument was acknowledged b�fore me this day of , I 998, by and , thz and , s•espectiv�lv. of Renewal bY �?4ersen, I�zc-, a Minnesoia corporatian, an behalf of the corpqration. No1&ry u ic AHBi4a19a /+ L*j':e5-3 �• �ay-29-BB 12:31pm From-KEYNEDY & �RAVEN 51233Z9310 T-832 ? 41/SO F-030 CERTiFICATION BX CQUNTX wSSESS�R "fhe undersigned, havins xeviewed ihe plans and specifica[ions for imptovements consisting of an appxoximateiy 22Q,QQQ square foot manufacttuing and distribution facility with reiated office space ta be consuucted on ihe land described in the Assessment Agreement by and between ihe Cattage Grove &conpmic Develogment AuThority and Renewal hy Andersen, Inc. at[ached hereto ("Assessment Agreement"), and having revieWed the minimum market value assigRed to such land and proposed improvemenzs a� set fotth in tY:e Assessment Agreement, which minimum market value is $&;400,QU4, hereby certifies as follows: "the undersigned Assessor> bein� legally responsible for the assesamen� of the abavC desczibed propeny, hereby cer�ifies that the values assigned co the tand 'and improvements are reasonable. STAT� OF MINNESOTA CQU;tiTY OF ) ) ss ) auniy Assessor or t e County of WashinStoq, Stqte of Minnesota The foregoing in�irument was acknowledged before me ihis _ day of 1998 by , the Caunty Assessor of the Caunty of Washington, State of Minnesota. otary u ic pl[8i44195 C C1'}65-3 �ay-29-E6 12:31pm Frcm-KENNEuY & GFAVEN 6123378310 T-832 P 42/5� F-030 EXHIBIT w of ASSESSMENT AG12��MENT Legaj Aescription af Property That pdM of the Sau[hwest Quar�er of Section 21, Township?7, Rznge 21, Washington County, Minnesota, described as follows: Commencins at the southeast comer of said Southwest Quazter; thrnCe North 89 degrees 53 minutes 43 seconds West, assumed bearing, aiong the south line of said SouThwest Quarter, a distance of 610.00 feet to the wes�erly line of lamaica Avenue, which is the point of besinning of land co be described; thence continuiFZg North $4 degrees 53 minutes 43 seconds We>t, along said south line, a discance of )24291 ftet; thence Nonh 0 degxees 07 minutes 51 seconds East, parallel with said 3amaiea Avenue, a distance of 1272.�Q feet; thence South 74 de�rees 28 minuzes 27 seconds East a distance of 12&9.1� feeT tP the Westerly line o� sald 3amaica Avenue; thence Sou�h 0 de�rees 07 minutes Sl seconds West, alon� the westerly lin� of said Jamaica Avenue, a distance of 930.00 :eet to the point of beginning. Except the Southerly 50.00 feet thereof. AHB:i 4:9G C_'� C..65-3 69>v-29-68 12:31am Prom-KENtiEDY & GRAVEN 61233i831� ?-832 P 43/5� f-�30 EXHIBIT A Fl�RM OF CJERTIFICnT� OF co:viPL1�'JfIO:e' ANA RELEAS� OF FORFF.ITURE WI-I&FtEAS, the CoTtase Grove Economic pevelopment Authoriry, a public body corporate and politic under the laws of Minnesota (She "Crrantor"), by a Aeed recorded in the otfice of the Cuunty Recordar or the RegisTrar af Titles in and Tar the County pf Washington and State af Mi�nesota, as pacument Number , has conveyed to Renewal by Andersen, lnc., a Minnesota corporation Cthe "Grantee"), The followin� described land in County a#' Washington and State of Mini�esota, [o-wit: [legal to be coinpleeed] � WH�REAS, said Lleed contzined Certain covenan�s and restrictions set forth in Sections 1 and 2 of said Deed; and W�f�.REAS; said Grantee has performed said covenants artd conditions in a manner decmed Suf'ficient by the Grantor to pennit the ex�CUtion and tecording pf TYus ceRification. NOW, THEREFOR�, this is 2p ceTtify that all building constructiotz and other physical improvements speci�ed to be done and made by thr Grantee have been compieted and the above covenants and cpnditions in said Deed and the agreement� and covenants in :'�nicle IV of the Developm�nt Agreemei3t by and benveen the Cna�lor and Gratttee dated as of the _ day of , 19)8 and recorded on ihe _ d1y af �, 1998 as UocumenT No. , have been performed by the Cridt�tee Therein and ihat the provisipns foi farfeiture of title and right to re-entry f'or breach of cqlzdition subseque�t by Grqntor is hereby released absplutely and forever and the County Recorder oz the Registrar of TiTles in and for the Cuunty of Washington and Statz of Minnesota is hereby au[horized to accept for recording and to recard, the Tilins of this instrument, To be a conclusive decermination of [he satisfactory termina[ion of the covenants v1d conditions of ArtiCle iV of the pevelopment Agreement re#�zrred to in said Deed and of' Sections 1 and 2 of such Deed> but the covenants created by Sections 3 and 4 of said Peed shall remain in fuli force and effeet. t]ated: AHB19a19s CT+65-3 19_ COTTAG& GROVfi �CQNOMIC DEV�L.QFMENT AUTH�RITY aY its President $y Its Executive Director j/`1 �ay-�9-98 12:31pm From-KENNEDY & GRAVEN STAT� OF MINNESOTA ) ) ss. COtJNTY OF ) 612337931� T-832 P 44/SC F-C30 The foregoing instrument was acicnowledged 6efore me tl�is _ day af , 1998, 6y and , the President and Executive Directox, respectively, of the Conage Grave EcopomiC Development Authority, a public body corporate and politic undet the laws of Minnesota, on behalf af the Economic Development .Authority. i'ot2ry U 1c 2Nb:vC:94 CSi65-3 � ? �ay-28-86 i2:31pm Frcm°KENNEDY & GkAVeN o'233?93',0 T-832 P 45/S8 F-u3G EXt11�IT E FtaRM �F YETITIO:�' FQR PUHLIC IMPRQYEM�I4TS A;4D WAIVER QF SPECtAY. ASSESSNIENT APPEAL THIS AGREEMEN"C made this day of , 1998, by and between the City of Conage GTOVd, a Ivlinnesota munieipal catporation (ihe "City°); artd TZenewal by Andersen, (i1c., a Minrtesota corpqration ("Andersen"); WITN�SS�TH: WHEREAS, Anderscn has acquired or will acquire fee title ta certain real property located i1t CatTaga GCOVe, Minne?ota and legally dascribed on Exhibit A attaehed herz[o, {the "I)evelopment Praperty"); and WHEREAS, Andersen and the Cottag� Grove Economic Pevelopment Authority (the "nuthariiy") havz entered into an agreemei�t regarding development of xhe Development Property; �1 W� Andersen desires that tha Development Propeny be served by a new public road to be namrd 97th Street South which will extend from Jamaica Avenue wesiward a distance af approximateky 1�00 feet; and WH�REAS, the City intends to consizuct the new 97Sh Street South at the request of Andersen (the '7mprovement PtojecY') in order to provide enhanced access To the peveloprtient Propezty; and WHER�AS, the City iniends to construci the Improvemens Project and to assess zhe cost Ihereo�' a�ainst ihe T7evelopmeni Property; and WH�R�AS, Andersen wishes the City to consuucT ihe lmpxavemem Paoject wichout nocice of hearing or hearing on the Improvement Project, and without notice of hearing ar hearinb fl}�.H:951$i �_ 1 Ci165•3 ' �ay-26-B6 12:32pm From-KENN:�Y & GRAVEN 6123378310 T-832 P 46/60 F-0?0 pn the special assessments levied against the I�evelopmenc Property To finance the Improvement Project; and WMEREqS, the City is williitg to construci the Improvement Project in aceordance with the request by Andersen and without such notices or hearings, provided the assurances and cavenants hereinaf'ter stated are made by Andersen to ensure that the City will have valid and c;oliectable special assessments as they relare to the Development Propeny to finance the cost of the lmprovement Project; and WHEREAS, were it not for rhe assurances and covenants hereinafter provided, the Ciry would not cUn�iruct ihe �mprovemept �'roject and is doing so solely at the behest, and for the benefit, of Andersen; N�w, TH�R-EF�RE, ON THE B.aSiS OF TH� PR�MISES AND TH� MuTUqL COVENANTS AND OBLIGATIOIvS HER�INAFTER PROVIAED, TH� PARTI�S HERETO AGREE .AS FOLLC}W'S: Andersen hereby petitions Che City far consxruction of the Improvement Yroject, consisun� „enerally �f the construction of a new 97th Street South from Jamaica Avenue westward approximately 1500 fe�t. 2. Andersen represents and warran[s it is the fee owner of the 1�evelopment Properiy and that it has T'ull legal powec and authority to encumber the pevelopment Property as herein pravided. 3. Andersen consents to thr City levying speciai assesscTtents for the improvetnent Froject a�dinst the pevelopt�en� Property in the amauni of $ , in accordance with ir . Scat., Section 429.061 and City pracTices. 4. Andersen waivrs no[ice o#� hearing and hearing pursuant to Minn. Stat. Sr�tion 429.031, an [hz Imptovement Project and nptice of hearing and �ieazing on the &pecial as�essments levied ta finance the lmprovement Project pursuant to Minn. y. Section 429.Ob1 and specificalIy requests that the Improvement Project be consiructed and special assessments be levied against the Development Property iherefor without hearings. 5. Andersen waives [he righT to appeal the levy o2 special assessments in accordance with chis Agreement pursuant to Minn. Stat. Sectian 429.081, and fuxther specifically agrees with respect ta auch special assessmenis against the Development Properry that: RHH19u:Y4 �T1oF 3 �av-28-89 12:32pm P om-KENNfDY & GRAVEN 6`233783}0 T-832 P 47/5G F-03� a. The increase in fair market value to the Development Property resuitin� from construction of the Improvemznt Project wilI be at leasc equai to the unoum of thz project cost which is asSessed against the Developmept ProgeXty, znd ihat such increase in faiT market value is a special betzefiz to the Development Fropeny. b• AnY requirements of N_�� Stat., Chapter 429 wiih which ihe CiSy does not comply are hereby waiv�d by Andersen; and 6. Special assessmenis agAinst ihe Pevelopment Property Shall be payable over such period as the Ciry may detexmine, buj not less than T years, and shall bear interest at a rate determi�ed by the City> but noc mol�e �han _°/u per annum. The Tirst installment oT' internst shall be inciuded in the Tirst ta�c rplls completed after adoption of the speeial asstssments by the Ciry. '7. The cavenants, waivers and agreemants contaii�ed in this Agreement shall bind the successprs and asaigns o�'Andersen and shall tuil with the Development Yroperty and bind a11 successars in interest ihereof. It is the intent of the parties here;p that ihis Agreement be in a form which is recordlble among ihe land records of Washington Cotutty, Minnesota and Andarsen agrees to mal:e any chdnges in this Agreement which may bc necessazy tp effect the recprding and filing of this Agreement against tlle title of the Dev�lopment PropeMy. �. This Agreemeni shaq te�minaTe upon thz final paymeni of all specidl assessmenis levied against the Development Property regardins the ltnprovemeni Project, and the Ciry �hall execute and deliver such documenTS, in recordable form, as axe necessazy to extinguish its riglits hrreundet upon receipc of such final payment. RF15:9519a C�3 C:�bS-3 k: �ay-PB-88 12:32pm FroRrKENNEDY & GkAVEN 61233783'0 T-832 P 48/50 F-030 IN WITNHSS WHER.&OF, the parcies have se[ their hands che day and year first written above. sTa.TE OF MINNESOTA Cotl?�TY OF COTT�GE GRQV& �CONOMIC p&VELOPMENT AUTHORITY By Its Presidern �Y — Its 8xecutive Direetor � ) SS. ) The faregoing instrumen[ was acl:npwiedged before me this day of , 1998 by and �, ihe President and �xecutive pireetor, resp�cliv�ly> of the Cottage Grove Bconomic peve)opment Authority, a public body corporatr and politic wider [he laws of Minnesota, on behalf of the Econamic pevelopment Authority. otary u ic Rxeaaa:9a k_4 C:�65-3 �ay-28-98 12:32pm From-KENNEGY & GRAVEN 612337831� T-832 P k8/6� F-030 STAT& OF MINNESOTA ) ) SS. COGTNTY 0 ) REN�WAL BY ANpERSEN, lNC. �y ..� lrs � 1ts The foregoing instrumen[ was acknowiedged before me th9s day of t998 by and , the and , respectively, of Renewal by Andersen, lnc., a Minnesota corporation, pn behalf of the corporation. otary u ic RH81r�.Ya C�5 �, A.: �ay-29-98 12:33pm Prom-KENNEDY & GRAVEN E`23378310 T-832 P 60/SO F-030 F��H1�iT w L�GAL DE5CRIPTION �F TH� DEV�I.(�PAfENT PRQPERTY That part of �he SouthweS[ QUarizr of SecTion 21, Township 27, Range 21, Washingtoi� Coutiry, Mi�nesota, described as follows: Commencing ai thr southeast corner pf said Southwest Quartzr; thence North 89 degrees 53 minutes �3 seconds Wesi, assumed bearing, along the south line of said Southwest Quarler, a distance oT 610.OQ feet to ihe westerly line of )amaica Avenue, which is the point of beginning of land to 6e described; chence continuing Nonh $9 de�,rces 53 minutes 43 seconds West, alpng said south line, a distance of 12qZ91 feet; thence North 0 degrees 07 minutea �1 seconds �asi, paraliel with said Jamaica Avenue, a distance of 1272.&Q feet; thenez Souch 74 degrees 28 minutes 2'7 seconds �ast a distance af 1284.17 feet to the westerly line of said Junaica Avenue; thrnce South 0 de�;rees 0� minutes 51 seconds West, along �tte westecly line of said Jamaica Avenuz, a dis�ance of 930.00 feei to the paint of beginning. kxcept the Southerly �0.00 feet thereof. RX81R9:9w �' CT:65-3