HomeMy WebLinkAboutHousing & Redevelopment Authority Packet 04-26-2012MEETING AGENDA
PLYMOUTH HOUSING AND REDEVELOPMENT AUTHORITY
THURSDAY, APRIL 26, 2012 - 7:00 p.m.
WHERE: Medicine Lake Room
City of Plymouth
3400 Plymouth Boulevard
Plymouth, MN 55447
CONSENT AGENDA
All items listed on the Consent Agenda are considered to be routine by the Housing
and Redevelopment Authority and will be enacted by one motion. There will be no
separate discussion of these items unless a Commissioner, citizen or petitioner so
requests, in which event the item will be removed from the consent agenda and
considered in normal sequence on the agenda.
1. CALL TO ORDER - 7:00 P.M.
2. CONSENT AGENDA
A. Approve HRA Meeting Minutes for March 22 and April 10, 2012.
B. Plymouth Towne Square. Accept Monthly Housing Report.
C. Vicksburg Crossing. Accept Monthly Housing/Marketing Report.
3. OLD BUSINESS
A. Oppidan. Review and approve development agreement with Oppidan
for TIF District 1-3 for redevelopment of the Plymouth Shopping Center
located on State Highway 55 just west of County Road 73. (Tabled from
April 10, 2012 libecial Meeting)
4. ADJOURNMENT
DRAFT MINUTES
PLYMOUTH HOUSING AND REDEVELOPMENT AUTHORITY
SPECIAL MEETING
April 10, 2012
PRESENT: Chairman Jeff Kulaszewicz, Commissioners Paul Caryotakis and Carl Runck
ABSENT: Commissioners Bob Stein and Jim Willis
STAFF PRESENT: Housing Program Manager Jim Baines and Executive Director Steve
Juetten (arrived at 6:55pm)
OTHERS PRESENT: Paul Tucci, Oppidan Inc.
1. CALL TO ORDER
Chairman Kulaszewicz called the Plymouth Housing and Redevelopment Authority meeting to
order at 6:33 p.m.
2. NEW BUSINESS
A. Oppidan Development. Review and approve development agreement with Oppidan for
TIF District 1-3 for redevelopment of the Plymouth Shopping Center located on State Highway
55 just west of County Road 73..
Housing Program Manager Barnes informed the Board that one of the end users, Shelter Corp.,
had raised a couple of last minute issues with the Development Agreement. He indicated that the
issues related to who was responsible for the public improvements being undertaken on the site
and who they would be able to sell their facility to if they decided to sell in the future. Barnes
then asked the Board to table the item to provide staff with time to attempt to resolve these issues
with the HRA's attorney and Shelter Corp.
Chair Kulaszewicz discussed his understanding of what the minimum assessment agreement is
and why it is needed. Housing Program Manager Barnes confirmed that his understanding of the
document was correct.
Commissioner Runck asked if the Declaration of Restrictive Covenants was a standard document
used by the City and HRA. Housing Program Manager stated that it was.
Oppidan Inc. representative Paul Tucci gave the Board a status update on the project.
Commissioner Runck asked if the City requires Oppidan to get competitive bids for the project.
Housing Programs Manager Barnes stated we do not. Mr. Tucci told the Board that there costs
are a lot higher than what is being covered by the TIF and that they did seek multiple bids for
their project.
Approved
Plymouth Housing and Redevelopment Authority
April 10, 2012
Page 2
Chair Kulaszewicz asked Mr. Tucci who are the Affiliated Entities with Oppidan that the project
may be transferred to. Mr. Tucci indicated that they do have Affiliated Entities but it would not
make any sense for them to transfer the project to another entity they control. He also stated that
they do not have any intention of transferring the project.
MOTION by Commissioner Caryotakis, seconded by Commissioner Kulaszewicz, to table the
item and consider it at the April 26"' HRA meeting. Vote. 3 Ayes. MOTION approved.
3. ADJOURNMENT
MOTION by Chairman Kulaszewicz, without objection to adjourn the meeting at 7:10 p.m.
MOTION approved.
a.r r
DRAFT MINUTES
PLYMOUTH HOUSING AND REDEVELOPMENT AUTHORITY
March 22, 2012
PRESENT: Chairman Jeff Kulaszewicz, Commissioners Paul Caryotakis, Carl Runck and Bob
Stein
ABSENT: Commissioner Jim Willis
STAFF PRESENT: Housing Program Manager Jim Barnes, HRA Specialist Kip Berglund and
Office Support Specialist Laurie Lokken
OTHERS PRESENT: None
1. CALL TO ORDER
Chairman Kulaszewicz called the Plymouth Housing and Redevelopment Authority meeting to
order at 7:00 p.m.
Housing Program Manager Barnes added Item 3.1), to the agenda.
2. CONSENT AGENDA
A. Approve HRA Meeting Minutes from February 23 and March 13, 2012.
B. Plymouth Towne Square. Accept Monthly Housing Report for February 2012.
C. Vicksburg Crossing. Accept Monthly Housing/Marketing Report for February 2012.
D. Bureau of Criminal Apprehension. Authorize HRA Executive Director Steve Juetten
to sign Joint Powers Agreement on behalf of the HRA.
MOTION by Commissioner Stein, seconded by Commissioner Caryotakis, to approve the
consent agenda. Vote. 4 Ayes. MOTION approved,
3. NEW BUSINESS
A. First Time Homebuyer Loan Modification Request. Consider Loan Modification
Request For The Existing Loan For Property Located At 5465 Orleans Lane North, #5.
Housing Program Manager Barnes noted that an additional email had been received and added to
the public record, HRA Specialist Berglund gave an overview of the staff report.
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 2
Commissioner Stein asked if it was known how far in debt they are. HRA Specialist Berglund
responded that they currently owe roughly $147,000. He said the current assessed value on the
home is $123,400.
Commissioner Runck stated that Zillow website had that house listed at $100,000 right now.
HRA Specialist Berglund added that Ms. Hervin does make mention in her correspondence that
there is a home in the neighborhood that is currently for sale for $99,000. He said that staff
doesn't disagree that her property has dropped in value. He said that when she purchased the
home in March 2007, it was valued at $162,000 and she purchased it for $155,900.
Commissioner Stein asked if this request is for zero interest and if the previous request the HRA
approved a few months ago was also zero interest. HRA Specialist Berglund responded that the
proposed payments of $200 per month would be at zero interest. Housing Program Manager
Barnes added that a previous request to the HRA Board was also zero interest.
Commissioner Stein asked if they had any other financial issues other than the house. HRA
Specialist Berglund responded that from what staff saw in 2010, their financial situation was
okay as far as the amount of money that's coming into the home. He said they have never really
said that they had an issue financially; however, they did have some issues that staff
recommended that they get some counseling services for credit issues, etc. He said that staff is
of the opinion that they want to move into a larger home but that they do not necessarily need to
move into a larger home.
HRA Specialist Berglund confirmed for Commissioner Stein that they have two children in a two
bedroom townhome. He added that another First Time Homebuyer recipient came to the Board
this past year and that he had spoken to them today. He said they are in a very similar situation
as they are in a two bedroom townhome with three children. He said that they currently are
making that work because they understand the economic situation and they are going to try to
ride it out at this point.
Chairman Kulaszewicz asked staff to clarify the previous request and the direction given by the
HRA. HRA Specialist Berglund replied that the previous client had been directed by the Board
that at the point there was a purchase agreement in place, the Board would consider it.
Commissioner Stein stated that there was one family that came to the Board and their request had
been approved. HRA Specialist Berglund confirmed that the Board approved a modification a
couple of months ago where the homeowner paid a 25% initial payment and then will make
annual payments for up to ten years.
Housing Program Manager Barnes reiterated that staff knows that the housing market has gone
down and that our program participants have felt that, just m we have all felt it. He said nobody
has ever told us that housing was going to be this phenomenal investment and yet, people believe
that it will. He said it is an investment and it does have risks. He said that the situation of the
request before the Board is not considered overcrowding under any of our federal programs or
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 3
any other program that we operate. He said it makes it very difficult for us if we have to start
taking in monthly payments. He said that we are not set up for that as we don't have the
software or systems in place. He said the city does take in a lot of payments on a monthly basis
but they are on totally different platforms and are tracked different. He said it is not that it can't
be done by our finance department but it just becomes one more thing out there that is different
than our normal day-to-day business operations that they have to track and maintain.
Commissioner Stein asked how many First Time Homebuyer loans there are. Housing Program
Manager Barnes responded that there are about 185 to 190 loans. He said that some are
forgivable and some require repayment. He said this loan is required to be repaid at some point.
He said that the loan will be due and payable if they were to sell their home, not have that home
be their principal place of residence or at the end of 30 years.
Chairman Kulaszewicz asked about nonrecourse loans. Housing Program Manager Barnes
replied we have a nonrecourse loan that does not follow the person.
Commissioner Caryotal is asked if they are in such a dire situation that they are basically moving
from this property and back into a rental situation or are they looking to sell this property and
buy another property. HRA Specialist Berglund responded that staff does not know for sure. He
said their first approach in 2009 was that they wanted to sell this home and move into a larger
home. He said in this proposal, they stated that they want to move in with family and to get a
job, which potentially could be out of state.
Commissioner Stein asked if this has been going on since 2009. HRA Specialist Berglund
replied that they originally approached staff in 2009 and asked for full forgiveness of the loan.
He said they were denied at staff level and staff suggested that they could approach the Board
and they did not. He added that she purchased the property by herself and then got married.
Commissioner Runck asked if the Board could get an updated look at their finances. He said that
he looked online and they are both gainfully employed. Housing Program Manager Barnes
responded that staff could go back to them with the Board's request to look at their finances
again. He said that they are not required to give staff that information at this point.
Commissioner Caryotakis stated one of his concerns was if we could rely upon them to keep this
place rented. He said if they can't cover a down payment and if they are restricted to new
payments of $200 a month, do they have the means to keep this place rented and to handle the
administrative responsibility. Housing Manager Barnes replied that staff had similar concerns.
He said it is more difficult to find buyers and to sell a house when you are renting it out. He also
indicated that staff had concerns that they will no longer provide $1,000 up front as part of the
modification.
Chairman Kulaszewicz stated that the first mortgage holder may not allow them to rent out their
property either. He asked if the title to this property had our restrictive covenants with regards to
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 4
affordability so that if foreclosed, those terms would go to the new buyer. Housing Program
Manager Barnes staid this property did not have the restrictive covenants.
MOTION by Commissioner Stein, seconded by Chairman Kulaszewicz, to deny the loan
modification request for the existing loan for property located at 5465 Orleans Lane North, #5.
Vote. 4 Ayes. MOTION approved.
B. Potential Redevelopment. Industrial Area Southeast Of Medicine Lake.
Commissioner Stein gave an overview of this request.
Commissioner Stein asked if it has to be designated as a blight area, Housing Program Manager
Barnes confirmed affirmatively. He said that in order for this to qualify for a redevelopment
district, we would have to do a blight study. He said we would have to hire an independent
consultant to go out, look through all of the properties that would be included in the district and
determine whether or not they meet that blight test.
Chairman Kulaszewicz asked for some of the blight criteria in general. Housing Program
Manager Barnes responded the overall cost to bring the building up to current codes has to
exceed 15% of what a new building would cost to be built. He said the fact that they are older
buildings may help in determining that the 15% is exceeded.
Commissioner Runck asked that before we do a blight study, wouldn't we want to get the sniff
test from other developers. He said that he knows another developer that he thinks would be
really interested in doing this. He said they could do some "back of the envelope" math on the
pro forma of what would work there to know what the gap would be. Housing Program Manager
Barnes responded that before we start getting too far out there, especially if we were going to
have to approach the businesses, that the HRA may want to hold a joint meeting with the city
council since the council is going to be so involved with this as well.
Commissioner Runck stated that malting an office work is pretty tough once you have a user. He
said that in an area of that size, he doesn't think there is enough intensity to make it work as
retail.
Chairman Kulaszewicz asked about housing around assisted living. Commissioner Runck stated
that there is certainly a demand for senior housing. He doesn't know about the demand at that
site but there is going to be a need for it in the future at some point. Chairman Kulaszewicz
stated that as far as housing went, that would seem to be a nice location for that. Commissioner
Runck said that with parking, that would seem to be logical.
Commissioner Stein stated that in the past, council has talked about greater than three to five
story buildings so this could be higher density than what staff is even allowing for.
Commissioner Runck stated that the reason most of the new apartment buildings being built in
the twin cities are not high rise is because the rents are not high enough to justify the concrete
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 5
construction for height. Housing Program Manager Barnes stated that we used our current
guiding and zoning to determine options.
Housing Program Manager Barnes stated to keep road and traffic improvements in mind. He
said if all housing, we believe that there is enough capacity already there so there would be very
little improvements needed. He said going to anything office or retail would probably trigger
some major improvements, upwards of over $5 million. He said the majority of that is dealing
with the Highway 169 ramps.
Commissioner Runck asked if that was because they're outdated. Housing Program Manager
Barnes responded that they will not work for those volumes of traffic and intensified uses,
particularly during peak traffic times.
Commissioner Stein stated that he didn't think anyone ever considered this site to be all office
and retail.
Commissioner Caryotakis asked with this kind of redevelopment, is it voluntary for the property
owners to decide to cooperate. Housing Program Manager Barnes confirmed affirmatively. - He
said that at an earlier discussion there was no interest in eminent domain. Commissioner
Caryotakis asked if we would have to be able to cover the costs of having them move. Chairman
Kulaszewicz stated if they even wanted to. Commissioner Stein stated that the city council
would provide a letter to the property owners that the city is interested in seeing redevelopment if
it ever got that far. Housing Program Manager Barnes stated that if the redevelopment was
going to be done on this or any other site that the HRA or city could be a partner in the project
and provide assistance based on what the lead developer requested and what the HRA and/or city
felt was reasonable.
Commissioner Runck stated that if the rents at that site could be high enough, that it might make
sense to have a developer contribute more and less would be needed from the city and then
maybe the numbers would make sense. He said that's the variable we need to figure out.
Commissioner Stein stated that if a project occurred and they requested TIF that Ehlers would do
a complete analysis of the project and determine how much TIF the project would need.
Commissioner Runck asked if they would use current market information in their assumptions.
Housing Program Manager Barnes responded that they would use information from the current
market and from the developer themselves. He said that if the developer is asking for the public
subsidy, they have to meet the "but -for" test. He said they have to make the case that "but -for"
public assistance or this project would not be financially feasible.
Housing Program Manager Barnes suggested this item be tabled until next month's meeting so
that Commissioner Willis has a chance to weigh in with thoughts.
Commissioner Caryotakis stated that he thinks we would find pretty good interest in doing
multifamily in this project and it's a good location. Commissioner Stein stated that up until two
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 6
to three years ago, multifamily was all that was being built in the city. He said now we are
seeing more single family homes being built. He mentioned that Dominium Development was
getting ready to submit an application to the city for an affordable housing project that would be
multi -family. Housing Programs Manager Barnes indicated that Dominium has indicated they
will ask the HRA for funds to help the project.
Chairman Kulaszewicz asked if it would be a TIF district kind of thing. Housing Program
Manager Barnes responded that he didn't believe it would really warrant creating a TIF district.
MOTION by Commissioner Stein, seconded by Commissioner Caryotakis, to continue
discussion of the properties located in the industrial area southeast of Medicine Lake to the April
26, 2012 HRA meeting. Vote. 4 Ayes. MOTION approved.
C. Election of Officers.
Commissioner Stein nominated Commissioner Kulaszewicz as Chairman. MOTION by
Commissioner Stein, seconded by Commissioner Caryotakis, to approve Commissioner
Kulaszewicz as Chairman. Vote. 4 Ayes. MOTION approved,
Commissioner Stein nominated Commissioner Caryotakis as Vice Chairman. MOTION by
Commissioner Stein, seconded by Chairman Kulaszewicz, to approve Commissioner Caryotakis
as Vice Chairman. Vote. 4 Ayes. MOTION approved.
Chairman Kulaszewicz nominated Commissioner Runck as Secretary. MOTION by
Commissioner Stein, seconded by Chairman Kulaszewicz, to approve Commissioner Runck as
Secretary. Vote. 4 Ayes. MOTION approved.
D. Request for Special Meeting.
Housing Program Manager Barnes requests a special meeting to approve the development
agreement and related documents with Oppidan Development for Tax Increment Financing
District 1-3.
Housing Program Manager Barnes stated the Board adopted the modification to the tax
increment financing plan for TIF 1-3 at the August 25, 2011 meeting. He said Oppidan believes
they have all of their users identified at this point. He said that Shelter Corp (which is proposing
the senior assisted living facility), McDonalds and The Davis Group will be the end users on the
site. He said they have a purchase agreement with The Davis Group for a medical office
building that will go on the eastern portion of the site. He said that Shelter Corp has submitted
their building plans and they need to start taking action on the sale of the parcels and filing the
final plat. He said Oppidan has requested a special meeting some time between April 5'11
and
April 101
so they can close on April 15'
11
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page 7
Chairman Kulaszewicz asked if they had wanted funding up front. Housing Program Manager
Barnes responded the funding is just under $1.9 million and will be in the form of pay as you go,
Commissioner Runck asked if this had all been approved by the Planning Commission. Housing
Program Manager Barnes replied that the whole development has been approved as a PUD so
they will have to come back for an amendment to the PUD for the medical office building.
Chairman Kulaszewicz stated the developer did try to pay special attention to the neighbors
adjacent to this site. Housing Program Manager Barnes added that they made some changes to
work with the residents who will sit behind the senior building and McDonalds.
MOTION by Chairman Kulaszewicz, without objection, to approve the request for a special
meeting on Tuesday, April 10, 2012 at 6:30 p.m. to approve the development agreement and
related documents with Oppidan Development for Tax Increment Financing District 1-3.
MOTION approved.
Commissioner Runck asked to discuss information provided by staff in their meeting packets.
He referred to the city of Woodbury's program for interest -only deferred loans to help purchase
foreclosed homes. He said this seems to be a practical program for folks to get houses. Housing
Program Manager Barnes responded that we have been very fortunate with foreclosures in our
city. He said that right now we are sitting under 4%, with around 140 homes out there at some
various stage of foreclosure according to the Hennepin County website. He said we are not out
of the woods but it has been very stable. He said the Woodbury program is keyed to
foreclosures. He said he didn't know if it was a huge issue that you would have a lot of interest
in Plymouth. He said Woodbury is using their local tax dollars to run the program. He said that
is something that the city has never done as our First Time Homebuyer program has always been
federal CDBG funds.
Commissioner Caryotakis stated that it's a challenging project.
Chairman Kulaszewicz stated they seem to have created a pool of funds from property flax
dollars that they loan out and receive interest payments back with the interest payments
continuing to fund the program. He said it doesn't seem to be a bad idea and asked how much
funds would be needed to start the program with.
Commissioner Caryotakis asked how fast the funds would come back to you because the loans
are going to be a very slow recycle.
Housing Program Manager Barnes stated to also consider that the First Time Homebuyer
program was not funded for the upcoming year so it will most likely run out of money. He said
if this is something that the Board would like staff to look at, we could look at what other
communities are doing. He said that when you use tax dollars, you get more flexibility in how
you design that program because we are not tied to the federal regulations. He said there is about
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Plymouth Housing and Redevelopment Authority
March 22, 2012
Page S
1.4 million in the unrestricted reserve account. He said there are other programs that could be
looked at, such as, rehabilitation or energy improvement loan programs.
Commissioner Stein asked how this would be different from the $25,000 First Time Homebuyer
program. Housing Program Manager Barnes responded the only differences he sees in the
Woodbury program is they restrict it to foreclosed properties, they serve a higher income limit
and they are receiving interest back on it. He said they have a balloon payment at the end of 30
years just like our current program does and they can serve a broader range of potential buyers.
Commissioner Stein asked if we have had more people call than we can serve and is the income
limit restrictive. Housing Program Manager Barnes confirmed affirmatively. He said for every
one we approve, we deny two based on income because they are over the limit. He said that
there are not a lot that are denied but they are within $10,000 to $15,000 over the income limit so
they would be under 100% of median income for our area. He said Woodbury used 115% of
median income and they probably used that figure because a few of the programs offered
through the State of Minnesota's Housing and Finance Agency go up to that limit.
Chairman Kulaszewicz asked what our household median is. Housing Program Manager Barnes
responded that we are restricted by HUD but our median income is around $90,000.
Chairman Kulaszewicz asked if the Woodbury program does anything to help preserve the
property market value or is that already gone because it is a foreclosed property. Housing
Program Manager Barnes replied that he is unsure if anyone has studied this yet. He said it may
be better to look at a program that prevents foreclosures and, therefore, would help to preserve
values.
Chairman Kulaszewicz stated that a program that would help people from getting foreclosed on
and maintaining the property value is something that would interest him but he didn't know how
you would do that. Housing Program Manager Barnes responded that there are a number of
programs that operate right now if someone is four or five months behind they can get a loan to
catch them up. He said the Minnesota Housing Finance Agency operates that program and they
work with housing council centers to run the programs.
Commissioner Caryotakis stated that the major banks have been sued and part of that settlement
is the banks are supposed to provide some kind of assistance for folks in foreclosure. He said
what the qualifications are for those people and what kinds of assistance the banks are going to
provide are unknown but it might be a situation where if someone would qualify and if they met
certain criteria, having some kind of assistance might take them over the hurdle. Chairman
Kulaszewicz added which may keep the house from being foreclosed and which may help you
maintain your overall property values and give you more property taxes.
Commissioner Stein asked if staff has received phone calls from people looking for foreclosure
assistance. Housing Program Manager Barnes responded that we don't get a lot and when we do
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March 22, 2012
Page 9
we refer them to CAPSH. He said their foreclosure prevention program is their fastest growing
program that they have right now and they are serving a good number of people in Plymouth.
Commissioner Stein stated that he didn't want to take a lot of staff time but if they think there is
a program out there that would benefit the community that we are not providing and that
wouldn't take tax dollars or would be a self funding program from our reserves, he would like to
hear more about it. Housing Programs Manager Barnes said staff would research what other
communities are providing and see if there is something that would be beneficial for Plymouth
residents.
Chairman Kulaszewicz made a recommendation to staff to look at a few programs to see if there
is something out there that we could do to further assist our residents.
Housing Program Manager Barnes stated that staff would look into programs like Woodbury's
First Time Homebuyer program and some foreclosure programs and report back to the Board.
4. ADJOURNMENT
MOTION by Chairman Kulaszewicz, without objection, to adjourn the meeting at 8:00 p.m.
MOTION approved.
P
PLYMOUTH ,
TOWNE SQUARE
MEMORANDUM
To: Jim Barnes
From: Lori Jackson, Managing Director, Plymouth Towne Square
Date: April 11, 2012
Re: PTS Monthly Report for March 2012
April Newsletter and Calendar attached
O ccu pa_n_cylM a rketi n g
Residents in 105, a two bedroom, gave notice to vacate April.28th , 2012. The
apartment is rented with a move in date of May 26th
Currently there are 115 names on the one bedroom wait list and sixteen names on the
two bedroom wait list.
Administrative/Building Operations
Dorglass is continuing to replace windows with broken seals. $5481.86
Interior Design is continuing to replace vinyl in kitchens, bathrooms and storage areas
that is original to the building. $8375.06
Tom Motzko Plumbing repaired several leaks in the hot water circuit line in the garage.
746.00
New signage was ordered from Fast Signs for the front entry and elevators. $309.05
The grandfather clock was serviced for $145.00 The clock is in need of major repairs
with an estimate of approximately $1500.
Distinctive Window Cleaning cleaned the lobby lighting and installed new bulbs.
676.91
Protek Painters painted several rooms and elevator doers. $3674.00
Owens installed a new carbon monoxide detector in the garage. $56.00
Northwest Carpet Cleaners cleaned several common area rooms and chairs. $733.77
15500 37th Avenue North • Plymouth, MN 55446-3250
Phone: (763) 550-9525 • Fax: (763) 551-0144
Owned by Plymourh Hauling and Redevelopment Aurhoriry
RESIDENT SERVICES
The monthly PTS Breakfast continues to be held with a great response. The breakfast
will not be held in May due to a scheduled vacation.
The resident Potluck supper was held March 9th
The St. Patrick's Day celebration was held Friday March 16th. An optional lunch of corn
beef and cabbage was catered by the Look Out Bar and Grill. The entertainer sang and
told stories of Ireland. The party was a lot of fun.
Resident Birthdays were celebrated with cake and ice cream. Speakers from the Senior
Center and the Hennepin County Library came to talk about services available to
Seniors.
This month Officer Angela Haseman will be joining the birthday celebration. She will be
talking about crime prevention.
Balance Sheet
PLYMOUTH TOWNE SQUARE
As Of March 31,2012,
Ending Balance Total
CURRENT ASSETS
M I PETTY CASH 2,000
M I OPERATING ACCOUNT 53,822
M I SEC DEPOSIT CASH ACCOUNT 49,680
INVESTMENTS - WORKING CAPITAL FUND 873,906
INVESTMENTS- NEW DEBT SERVICE 3,395,031
ACCOUNTS REC-TENANTS 5,681
INTEREST RECEIVABLE 2,325
ACCOUNTS REG -OTHER 959
PREPAID PROPERTY INSURANCE 4,774
PREPAID OTHER 3,853
TOTAL CURRENT ASSETS 4,392,032
FIXED ASSETS
LAND 459,247
SITE IMPROVEMENTS 121,313
BUILDING 5,767,619
BUILDING IMPROVEMENTS 301,779
FURN, FIXT & EQUIP -GENERAL 250,941
FURNITURE & FIXTURES- HOUSEKEEPING 8,696
COMPUTERS[OFFICE EQUIPMENT 13,060
ACCUMULATED DEPRECIATION 3,026,832)
TOTAL FIXED ASSETS 3,895,822
NON-CURRENT ASSETS
DEFFERED CHARGES -BOND ISSUANCE COST 37,468
2011A
DEFERRED CHC - ORIG ISS COSTS 15,835
DEFERRED CHG- BOND ISSUANCE COSTS 21,170
TOTAL NON-CURRENT ASSETS 74,473
TOTAL ASSETS 8,362,327
Balance Sheet
PLYMOUTH TOWNS SQUARE
As Of March 31,201 2.
EQUITY
RETAINED EARNINGS RESERVED FOR DEBT 115,170
SERVICE
RETAINED EARNINGS 1,569,997
TOTAL EQUITY 1,685,167
CURRENT YEAR INCOMEI(LOSS) (7,094)
TOTAL LIABILITIES & EQUITY 8,362,327
Ending Balance TOtal
LIABILITIES
CURRENT LIABILITIES
ACCOUNTS PAYABLE -TRADE 52,495
ACCRUED PAYROLL 1,415
ACCRUED COMPENSATED BALANCES 906
ACCRUED INTEREST 72,873
ACCRUED REAL. ESTATE TAXES 5,876
ACCRUED OTHER 1,369
TOTAL CURRENT LIABILITIES 134,935
LONG-TERM LIABILITIES
SECURITY DEPOSITS 48,428
BONDS PAYABLE 3,490,000
BONDS PAYABLE -SERIES 2011A 3,039,509
BOND DISCOUNT 28,619)
6,549,319
TOTAL LIABILITIES 6,684,253
EQUITY
RETAINED EARNINGS RESERVED FOR DEBT 115,170
SERVICE
RETAINED EARNINGS 1,569,997
TOTAL EQUITY 1,685,167
CURRENT YEAR INCOMEI(LOSS) (7,094)
TOTAL LIABILITIES & EQUITY 8,362,327
Profit and Loss Variance
PLYMOUTH TOWNE SQUARE
Through March 31,2012.
MTD Actual Budget Var. YTD Actual Budget Var. Year Budget
INCOME
APARTMENT RENTAL REVENUE 53,156 50,656 2,500 161,573 151,956 9,605 607,872
HRAINDIVIDUAL 18,000 16,000 0 54,000 54,000 0 216,000
GARAGE RENT 2.925 2,880 45 8,910 8,640 270 34,560
GUEST ROOM REVENUE 0 200 200) 250 600 350) 2,400
LAUNDRY REVENUE 959 780 179 2,550 2,340 210 9,360
APPLICATION FEE REVENUE 105 53 52 175 159 16 536
TRANSFER FEE REVENUE 0 500 500) 0 500 500) 500
INVESTMENT INCOME 302 300 2 906 900 6 3,600
MISCELLANEOUS REVENUE 381 130 251 521 390 131 1,560
TOTAL INCOME 75,828 73,499 2,329 228,885 219,497 9,385 876,488
EXPENSES
ADMINISTRATION
MANAGER SALARIESAVAGES 3,562 3,583 79) 10,750 10,749 1) 42,996
PAYROLL TAXES 979 643 336) 2,265 1,929 337) 7,716
HEALTH INSURANCE 425 558 133 1,331 1,674 343 6.696
WORKERS COMP INSURANCE 228 193 35) 532 579 47 2,316
MAINTENANCE SALARIESAN.GES 1,614 1,403 131) 4,562 4,449 113) 17,796
MAINTENANCE ASST SALAR IESNkAGES 1,022 700 242) 2,649 2,340 309) 9,360
EMPLOYEECOSTS 68 51 17) 158 153 15) 612
SEMINAR/TRAINING 0 21 21 50 63 3 252
RANK LEES 0 7 7 21 21 1 84
DUES, SUBS & MEMBERSHIPS 0 0 0 55 0 551 110
LICENSE & PERMITS 0 0 0 0 0 0 694
MILEAGE REIMBURSEMENT 118 50 69) 319 150 169) 600
POSTAG&OVERNIGHT EXPRESS 8 11 3 16 33 17 132
PRINTING 0 12 12 0 36 35 144
MANAGEMENT FEES 4,400 4,400 9 13.200 13,200 0 52,800
PROFESSIONAL FLES 463 390 183) 516 900 384 3,600
TELEPHONE EXPENSE 456 453 3) 1,361 1,359 2) 5,436
EQUIPMENT LEASEIREPAIR 0 155 155 244 465 221 1,660
OFFICESUPPLIES 1 95 94 52 205 233 1,140
MISCELLANEOUS ADMIN EXPENSE 0 10 10 0 30 30 170
TOTAL ADMIN EXPENSES 13,444 12,BD5 639) 38,091 38,415 324 154,664
RESIDENT SERVICES
RESIDENT PROGRAWACTIVITIES 1,102 225 877) 1,964 675 1,289) 4,075
TOTAL RES SERV EXPENSES 1,102 225 877) 1,964 675 1,289) 4,075
MARKETING
ADVERTISING 0 15 15 0 45 45 180
TOTAL MARKETING EXPENSES 0 15 15 0 45 45 180
HOUSEKEEPING
CONTRACT LABOR 1,394 1,420 27 4,101 4,260 80 17,040
CLEANING SUPPLIES 44 200 156 170 600 430 2,400
TOTAL HOUSEKEEPING EXPENSES 1,438 1,620 182 4,350 4,660 510 19,440
Profit and Loss Variance
PLYMOUTH TOWNE SQUARE
Through March 31,2012.
MTD Actual Budget Vat. YTD Actual Budget Vat, Year Budget
BUILDING & GROUNDS
CABLE TV EXPENSE 60 61 1 176 183 7 732
UTILITIES - ELECTRICITY 1,771 11950 179 5,219 6,000 781 24,900
UTILITIES - GAS 1,627 3,200 1,373 7,223 11,400 4,177 24,525
UTILITIES - WATERISEWER 606 550 55) 1,805 1,650 155) 8,400
WATER SOFTENING SERVICE 192 297 105 1,062 891 171) 3,564
DOORS, KEYS & WINDOWS 0 420 420 2,466 1,260 1,206) 5,040
EIRE SYSTEM SERVICE 180 430 250 701 1,290 590 5,160
LAWN SERVICEILANDSCAPISNOW RMVL 667 1,775 1,088 3,950 5,325 1.775 21,300
PEST CONTROL 142 165 23 142 165 23 660
TRASH REMOVAL 622 720 98 1,875 2,460 285 8,640
UNIT TURNOVER REPAIRS 3,834 3,733 101) 16,208 11,199 5,009) 44,796
RESERVEIREPLACE CAPITAL EXPENSE 15,135 6,500 8,635) 18,576 6,500 12,076) 171,910
ELEVATOR -REPAIRS & MAINTENANCE 479 850 171 1,437 1,950 513 7,800
REPAIRS & MAINTENANCE 9,985 1,675 8,310) 14,073 5,025 9,046) 28,525
BUILDING & GROUNDS SUPPLIES 11,966 915 11,051) 14,341 2,745 11,596) 10,980
HVAC - REPAIRS &MAINTENANCE 965 700 265) 2,559 2,100 459) 6,400
MISCELLANEOUS B & G EXPENSES 0 15 15 0 45 45 180
TOTAL BUILDING & GROUNDS 48,448 23,756 24,692) 91,812 59,885 31,924) 375,512
OTHER OPERATING EXPENSES
PROPERTY & LIABILITY INSURANCE 2,353 2,387 24 7,088 7,161 73 20,644
PAYMENT IN LIEU OF PROPERTY TAX 2,575 2,500 75) 7,725 7,500 225) 30,000
TOTAL OTHER OPERATING EXPENSES 4,936 4,867 61) 14,814 14,661 153) 58,644
TOTAL OPERATING EXPENSES 69,371 43,308 26,063) 151,031 118,544 32,457) 612,515
NET OPERATING INCOME I ( LOSS) 6,458 30,191 23,733) 77,854 100,953 23,099) 263,973
DEPREC, INTEREST & OTHER EXPENSE
DEPRECIATION EXPENSE 16,450 16,258 192) 49,349 48,774 575) 195,096
AMORTIZATION EXPENSE 465 475 10 1,395 1,425 30 5,700
INTEREST EXPENSE 11,469 11,367 102) 34,203 34,101 102) 136,404
TOTAL DEPREC, INTEREST & OTHER 26,364 26,100 284) 84,948 84,300 648) 337,200
NET INCOME I (LOSS) 21,926) 2,091 124,017} 7,094) 16,653 23,747) 73,227)
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A S
AUDMAIMMIMINNY±
New Residents Marlys
Micki) Hess in apartment
120, Mazahir and Galina
Mammadov in apartment
132 and Dorothy Werner
in apartment 208. We are
very happy to have you!
PTS BREAKFAST
April 21 s1 from 8:30 --
10:00. Please sign up to
volunteer. Tickets are
3.50 or $4.00 at the door.
Spring projects will be
starting in April. Window
washing,carpet cleaning,
and the parkinglot and the
garage will be swept.
Notices will be going out
soon for dates and times.
REMINDER*
Please be kind to your
neighbor and return the
grocery carts to the side,
East or West, that you
took the cart from. We are
finding 3 or 4 carts on the
same side. There should
be a small cart and a
slightly larger cart in each
garage_ lobby.
On Thursday, April
26th
at
1 pm, Officer Angela
Haseman from the
Plymouth Police
Department will be here to
talk about crime
prevention. After the
presentation we will have
the April birthday
celebrations.
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Virizsbw-g Crossing
MEMORANDUM
To: Jim Barnes
From: Sara Paquette
Date: April 10, 2012
RE: Vicksburg Crossing Monthly Report for March 2012
April Newsletter and April Calendar attached
Rentals:
a-(2-
As of March 31 st, we have 88 occupied apartments with 6 vacant, and we have 4 deposits at this time,
giving us a total of 3 apartments available to rent. One of the deposits is a transfer within the building.
She is moving from a market rate one bedroom to an affordable one bedroom so her current apartment
will be available. The Low Income Apartment waiting list now has 36 names so we have been adding
interested people to the list.
Listed below is a breakdown of units that are occupied and vacant.
Style (Total 4)
Square Feet Bedrooms
Occupied Vacant Deposits Est'd Move in
Style A (23) 850 Sq Ft 1 Bedroom
21 2 1 May 1st
Style C (8) 884 Sq Ft 1 + Den 8 0 0
Style C2 (8) 954 Sq Ft 1 + Den 7 1
1
Style D (8) 1187 Sq Ft 2 Bedroom 8 0 0
Style D2 (4) 1281 Sq Ft 2 Bedroom 4 0 0
Style E (7) 1055 Sq Ft 2 Bedroom 7 0
0
Style E2 (3) 1455 Sq Ft 2 Bedroom 3 0 0
Affordable
33) 725 SFtq 1 Bedroom
30 3 3
April 1St, April
1St,
May 1st
TOTALS I i 189 6 3
3155 Viclxslim Lade N • Plymouth, A N 55447 • Phone (763)559-1877 • Fax (763)559-01.44 • nRctc.ci.plymontl.inn.us
Owned by Plvmotilb Housing and Redevelopment Aul-hority
r r
EQUAL HOUSING
OPPORTUNITY
Move-Ins/Move-Outs:
We had 3 move outs in the month of March. We had one move out of a one bedroom den (C2); they went
to assisted living and 2 out of affordable apartments. One due to the fact that she is a smoker and one
moved into a subsidized building. We had 2 move ins during March, one into 321 style (D) and 1 into a
one bedroom den style (C2).
Marketing
We had 19 people contact Vicksburg Crossing this month, either by e-mail, phone call or walk-in.
Although we had fewer contacts this month, the people that did contact us were anticipating moving in
the near future. Two of the people put down deposits.
Our open house brought in a lot of prospective residents. We gave tours all evening without a break. The
current residents helped with the food and also socialized with the visitors. Everyone really enjoyed the
Dixieland Jazz Band. The visitors were very impressed with the group of residents that helped in the
community room. They answered questions and just visited with everyone.
Resident Services
We had our monthly birthday party on Thursday, March 15th.
We combined our birthday party with our
St. Patrick's Day party. The residents really enjoyed the musical group that performed. We decorated
with balloons, festive napkins and plates. We listed the birthday people on a balloon poster and sang
Happy Birthday. We also give each resident a card on their birthday.
The residents also enjoyed taking part in the open house. There was music, good food, and they all lilted
the Dixie Land Jazz Band.
This month we had a woman come to offer the residents either a pedicure, manicure or both. We had very
positive response so she will be returning in April.
Building Issues
We had to replace the condenser fan motor in apartment 104.
We will be re-Iamping the garage. The metal halide lamps are too powerful and overheat. Several
fixtures have had issues like this. We will be replacing the 41 metal halide fixtures with 29 T -S four lamp
fixtures. The proposal price is $3,539 and includes a rebate from Xcel Energy. The re-lamping is
projected to save $4,702 in annual electricity costs. This is means we achieve payback of our investment
in less than 7 months. We are also going to install 12 ceiling motion sensors to reduce electricity usage
even more.
Balance Sheet
VICKSBURG CROSSING
As Of March 31,2012.
Ending Balance
ASSETS
CURRENT ASSETS
M I PETTY CASH 625
M I OPERATING ACCOUNT 429,618
M I SECURITY CASH ACCOUNT 55,558
INVESTMENTS -WORKING CAPITAL FUND 259,053
INVESTMENTS - DEBT SERVICE 146,070
ACCOUNTS REG -TENANTS 9,354)
INTEREST RECEIVABLE 810
PREPAID PROPERTY INSURANCE 4,991
PREPAID OTHER 3,874
TOTAL CURRENT ASSETS
FIXED ASSETS
LAND 874,593
SITE IMPROVEMENTS 238,793
BUILDING 9,025,428
FURNITURE, FIXTURES & EQUIP -GENERAL 348,957
COMPUTERSIOFFICE EQUIPMENT 4,711
ACCUMULATED DEPRECIAT)ON 1,964,757)
TOTAL FIXED ASSETS
NON-CURRENT ASSETS
BOND ISSUANCE COST
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
54,083
Total
891,234
8.527.725
54.083
9,473,042
Balance Sheet
As Of March 31,2012.
Ending Balance
LIABILITIES
Total
CURRENT LIABILITIES
ACCOUNTS PAYABLE -TRADE 71,569
HEARTS & MEMORIALS FUND DONATIONS 125
ACCRUED PAYROLL 1,515
ACCRUED COMPENSATED BALANCES 906
ACCRUED INTEREST 77,928
ACCRUED REAL ESTATE TAXES 10,800
ACCRUED OTHER 787
TOTAL CURRENT LIABILITIES 163,629
LONG-TERM LIABILITIES
SECURITY DEPOSITS 53,097
BONDS PAYABLE 10,065,000
BOND DISCOUNT 28,586)
10,089,511
TOTAL LIABILITIES 10,253,140
EQUITY
RETAINED EARNINGS -RESERVED FOR DEBT 487,762
SERVICE
RETAINED EARNINGS (1,230J83) 83)
TOTAL EQUITY (742,421)
CURRENT YEAR INCOME!(LOSS) (37,677)
TOTAL LIABILITIES & EQUITY 9,473,042
Profit and Loss Variance
VICKBU G CROSSMG
Thrtal)gh March 31,2012.
MTD Actual Budget Var. YTD Actual Budget Var. Year Budget
INCOME
APARTMENT RENTAL REVENUE 65,392 87,558 21166) 256,654 261,424 5,370) 1,045,696
APARTMENT RENTAL REVENUE -COUNTY 2,646 2,670 33) 8,734 0,037 697 32,146
HRA SUBSIDY. TAX LEVY 2,000 2,000 0 6,000 6,000 0 24,000
GARAGE RENT 2,857 2,925 68) 8,752 0,775 23) 35,100
GUEST ROOM REVENUE 320 g8 222 390 294 96 1,176
LATE FEE REVENUE 20 0 20 40 0 40 0
APPLICATION FEE REVENUE 105 35 70 280 105 115 420
TRANSFER FEE R EVENUE 0 0 0 0 0 0 500
INVESTMENT INCOME 105 100 5 313 300 13 1,200
MISCELLANEOUS REVENUE 275 600 325) 4,124 1,800 2,324 7,200
TOTAL INCOME 93,720 95,995 2,275) 284,688 286,735 2,047) 1,447,440
EXPENSES
ADMINISTRATION
MANAGER SALARIES 4,105 4,017 86) 12,050 12,051 1 48.204
PAYROLL TAXES 1,022 691 331) 2,355 2.073 263) 8.292
HEALTH INSURANCE 963 1,326 363 3,250 3,978 720 15,912
WORKERS COMP INSURANCE 201 205 4 467 615 148 2,460
MAINTENANCE SALARIES/JI6AGES 1,614 1,483 131) 4,562 4,449 113) 17,796
MAINTENANCE ASST SALARIES 1,022 780 242) 2,649 2,340 308) 9,360
EMPLOYEE COSTS 6B 51 17) 168 163 5) 612
SEMINAWRAINING 0 21 21 40 63 23 252
BANK FEES 4 5 1 16 15 1) 60
DUES, SUBS & MEMBERSH[P8 0 10 10 0 30 30 120
LICENSE A PERMITS 0 0 0 676 576 0 B76
MILEAGE REIMBURSEMENT 120 50 70) 271 150 121) 800
POSTAGEIOVERNIGHT EXPRESS 11 16 5 45 40 3 192
PRINTING 0 5 5 0 i5 15 50
MANAGEMENTFLLS 4900 4,060 0 12,000 12,000 0 46,000
PROFESSIONAL FEES 324 300 24) 457 900 443 3,600
TLLLPHONE EXPENSE 490 490 0 1,461 1,470 9 5,680
EQUIPMENT LEASEIREPAIR 69 125 56 207 375 16B 1,500
OFFICE SUPPLIES 0 96 95 82 28B 206 1,152
TOTAL ADMIN EXPENSES 14,013 13,671 342) 40,755 44,689 934 164,928
RESIDENT SERVICES
RESIDENT PROGRAWACTIVITIES 525 265 260} 989 795 194) 4,515
TOTAL. RES SERV EXPENSES 525 265 260? 989 795 194) 4,515
MARKETING
POSTAGE 0 0 0 15 0 15) 0
ADVERTISING 707 400 307} 1,006 1.200 194 4.800
PROMOTIONALIPARTIES 309 0 309} 309 0 309) 1,100
TOTAL MARKETING EXPENSES 1,016 400 616) 1,330 1,200 130) 5,900
HOUSEKEEPING
CONTRACTLABOR 1,k31 965 7651 2,982 2,895 87) 11,5B0
CLEANINGSUPPLIES 119 100 19} 524 300 224) 1,200
TOTAL HOUSEKEEPING EXPENSES 1,250 1,965 185) 3,507 3,195 312) 12,780
Profit and Loss Variance
VICKSBURG CROSSING
Through March 31,2012.
MTD Actual Budget Var. YTD Actual Budget Var. Year Budget
BUILDING B GROUNDS
CABLETVEXPENSE 110 115 4) 352 345 7) 1,300
UTILITIES - ELECTRICITY 2,202 1,875 327) 6,405 6,625 219 27,025
UTILITIES - GAS 1,892 2,500 505 9,159 11,500 2,341 23,350
UTILITIES - WATER/SEYJER 934 925 49) 2,738 2,775 37 11,900
WATER SOFTENING SERVICE 95 126 33 384 384 0 1,536
DOORS, KEYS & WINDOWS 6 72 64 211 216 5 664
FIRE SYSTEM SERVICE 53 305 252 575 915 340 3.660
LAWN SERVICEILANDSGAPISNOW RMVL 595 1,400 805 2,742 4,200 1,458 15,000
PEST CONTROL 161 165 4 351 155 1 SE) 660
TRASH REMOVAL 751 735 16) 2,317 2,205 112) 0,020
UNIT TURNOVER REPAIRS 4,760 2,333 2,427) 10,662 6,999 3,003) 27,996
RESERVOREPLACE CAPITAL EXPENSE 0 0 0 0 0 0 2,500
ELEVATOR -REPAIRS & MAINTENANCE 402 415 13 1,108 1,245 57 4,980
REPAIRS & MAINTENANCE 6,852 750 6,102) 0,050 2,250 5,800) 15,800
BUILDING & GROUNDS SUPPLIES 665 1,000 335 2,054 3,000 03fi 12,000
HVAC - REPAIRS&MAINTENANCE 1,644 550 1,094) 2,094 1,650 444) 6,600
MISCELLANEOUS B & G EXPENSES 0 15 15 0 45 45 180
TOTAL BUILDING & GROUNDS 21,133 13,283 7,6501 49,513 44,519 4,994) 166,051
OTHER OPERATING EXPENSES
PROPERTY& LIABILITY INSURANCE 2,492 2,492 0 7,477 7,476 0) 29,904
PAYMENT IN LIEU OF PROPERTY TAX 4,394 4,331 63) 13,183 12,993 190) 51,972
TOTAL OTHER OPERATING EXPENSES 6,667 6,623 64) 20,680 20,469 191) 81,075
TOTAL OPERATING EXPENSES 44,825 35,507 9,318) 116,754 111,867 4,007) 436,050
NET OPERATING [NCOME I( LDSS) 48,894 6D,480 11,594) 167,934 174,868 6,934) 711,390
DEPREC, INTEREST & OTHER EXPENSE
DEPRECIATION EXPENSE 30,723 30.648 77) 92,168 91,938 230) 367,752
AMORTIZATION EXPENSE 325 303 22) 976 909 07) 3,636
INTEREST EXPENSE 34,539 30,954 4,425 112,467 116,892 4,425 467,568
TOTAL DEPREC, INTEREST & OTHER 65,507 69,913 4,326 2D5,611 209,739 4,120 838,956
NET INCOME I (LOSS) 16,693) 9,425) 7,268) 37,677) 34,871) 2,006) 127,566)
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April 2012
We had a great open house!!! The Maple Street Ramblers provided some
lively entertainment. Although I did not get a chance to sit down and lis-
ten to the band, most everyone seemed to enjoy the Dixieland Jazz, I
heard there was even a little dancing. All the prospective residents that
came to visit commented on what a nice, welcoming, and helpful group of
residents we have living here. I am very grateful to the many residents
who helped with setting up the community room, replenishing food dur-
ing the open house and also with clean up.
This year we have been able to get the building "spring ready" a little
early. Porch weather has come early this year so all the patio f1imiture has
been cleaned and arranged on both the front and back patios. Thank you
to Eunice and Dick who were kind enough to spray off the chairs in front.
The gardening season is right around the comer!! Any interested garden-
ers ardenerscannowsignupforaplotonthesheetoutsidemyoffice. We usually
have a wonderful mix of flowers and vegetables. If we have more than 10
people sign up we will have a drawing for plots. After residents have
signed up I will distribute a map of where your plot is located in the gar-
den. Some people have flowers that they planted last year that are already
coming up, if that is the case they will be assigned the same plot.
Welcome!
We have two new resident this month, Marion Hall is moving into
apartment 218 and Kathy Cheslack is moving into 124.
Welcome to Vicksburg Crossing! !
C i}C 7JZ ir%_ i}K 7 7}5. i}Z i}Z i},_ i}C i}Z 71Z i}C 71C'7j,-_ ?ip- dip- i}1Z 701Z i}-
X14 >}i
Rent is due on or before Thursday, April 5th
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With the nice weather arriving people are going in and out of the building
more. So I would just like to remind everyone to watch the garage door
close behind you when you enter or leave the garage.
Do not prop the front entry door open when you are having a party in the
community room! I am sure you could find a family member or one of your
guests that would be happy to open the door for people as they arrive.
Some of our residents live adjacent to the community room, so please be con-
siderate of your neighbors and keep the doors shut when you have a party.
Also ask your guests to stay in the community room, especially small children.
Do you have old towels to get rid of? Mike can use some shop rags and old tow-
els work perfectly, so if you do have some you could donate, either give them to
Mike or drop them off at the office.
Thank You?
To All Dog Owners
I would like to ask dog owners, now that the weather has been improving (did we even have
winter?) if you do not take your dog for a walk, please take them out to the center island in the
parking lot to go to the bathroom. Also, help keep the grounds surrounding Vicksburg Cross-
ing neat and tidy by picking up after your dog. Management has noticed that not all residents,
or it could be our neighbors, are picking up after their dogs. Please bring a bag out with you
at all times. All dog owners are responsible for picking up after their dog.
Thank you for doing your part to keep Plymouth looking beautifult t !
Office Hours
I will be on vacation during the month of April, which means there will be limited office hours
between Friday, April 13th and Friday, April 20th .
Happy Spring!!!!
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11
Jeanette Nunery April 24th
Lillian Keding April 25th
Kathy Paciotti April 27th
Arm Chair 'Navel
Don't miss the Exotic Armchair Travel series at the Plymouth Library! Visit 4 countries in
this series presented by Emeritus Professor of Engineering from the University of Minnesota,
Richard Kain. The event is free and you also have the opportunity for reduced transportation
to the library. The series will be on 4 Wednesdays in May, the first one is on May 2nd from
12:30-2:00. The series is free and you do not need to sign up ahead of time, however if you
need transportation you will need to sign up on the sheet
O outside my office.
Bon Voyages *"1 q
11
Y V Y Y Y r Y Y Y Y® Y Y Y Y® Y Y® Y Y Y Y®® Y®® Y
e
Ice Cream Social
e
1 Comfort Keepers will be sponsoring an Ice Cream Social on Thursday, April 26th at
1:30 in the community room. They will be serving ice cream with all the good toppings.
They will be discussing the services they have to offer and highlighting safety choices.
It is a good time for residents to ask questions if you think that you may want services in
the future. It is not necessary that you need information, anyone is welcome to come for
the ice cream! 1
ffg,ppy Birthday to the followin
residents this month:
April Birthdays will be celebrated on
Thursday, April 19th at 2:00 in the Community"
Room following the St. Patrick's day party.
The birthday celebration is open to all residents who wish to come down
and help us celebrate.
Even if it's not your birthday)
Our birthday party is always on the 3rd Thursday of the month.
Margaret Berg April 1 st
Verdell Sonnenfeld April 1 st
Scherry Fuller April 9th
Pauline Foley April 10th
Jim Goetz April 11th
Donna Hunstad April 20th
Kathy Wray April 20th
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Agenda Number -3—A.
PLYMOUTH HOUSING AND
REDEVELOPMENT AUTHORITY
STAFF REPORT
TO: Plymouth Housing and Redevelopment Authority
FROM: Jim Barnes, Housing Manager through Steve Juetten, Executive Director
MEETING DATE: April 26, 2012
SUBJECT: Oppidan Development – Approve Development Agreement and Related
Documents
BACKGROUND:
At the August 25th, 2011 meeting, the HRA Board approved the request to modify the Tax
Increment Financing (TIF) Plan for the HRA TIF district 1-3on behalf of Oppidan Development.
This is for the redevelopment of the Plymouth Shopping Center, which is located on Highway 55
just west of County Road 73 (see attached location map).
The Board approved TIF in an amount not to exceed $1,899,645 to assist Oppidan Development
with the demolition of the existing building and to make infrastructure improvements.
At this point, Oppidan has purchase agreements in place for the entire project, which will include
a senior assisted living facility, a McDonald's fast food restaurant and a medical office building.
Do to the necessary infrastructure improvements it is anticipated that the project will be
completed over a few years with the assisted living site beginning in 2012 and the other two
buildings starting in 2013.
Staff has worked with the developer over the past 7 months on various aspects of the project and
is now ready for the Board to approve the Development Agreement and related documents. The
interest rate on the pay-as-you-go note will be 6%, which is a %a% lower than the original
assumption the board reviewed in August of 2011. There will also be minimum assessment
agreements on the three parcels.
The Board considered this item at a Special meeting held on April 10, 2012 and tabled the item
due to a couple of last minute issues that arose from the Developer. Staff has worked with our
attorney and the developer to resolve the two issues, Below is a summary of the issues.
1. Shelter Corporation was concerned that the document was not specific enough as to who
was responsible for the improvements detailed in the TIF Development Agreement and
thought they could potentially be liable to complete them. Language was added to the
document malting it clear that the improvements will be completed by Oppidan,
2. Shelter Corporation had concerns about the limits included in the Development
Agreement of who they could sell their property to in the future including non-profit
organizations. The document was revised to remove those restrictions as long as any
future owners agree to pay property taxes or enter into a Payment In Lieu of Taxes
payment agreement with the City.
RECOMMENDATION:
Staff recommends that the Plymouth Housing and Redevelopment Authority Board of
Commissioners approve the Development Agreement and related documents between the
Plymouth Housing and Redevelopment Authority and Oppidan Development for Tax
Increment Financing District 1-3 and authorize the Board Chair and the Executive
Director to execute the necessary documents.
ATTACHMENTS:
1. Location Map
2. Development Agreement
3. Resolution
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HRA TIF District 1-3
APPROVED OCTOBER 24, 2006
1 0.5 0 1 2
City of Plymouth Ales
AVE,
TAX INCREMENT FINANCING
REDEVELOPMENT AGREEMENT
TIF 1-3 OPPIDAN)
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE
CITY OF PLYMOUTH, MINNESOTA,
KTJ 198, LLC
DATED AS OF
APRIL 1, 2012
This Document Was Drafted By:
DORSEY & WHITNEY LLP (Ise)
Suite 1500
50 So«t1; Sixth — euvt
Minneapolis, Minnesota 55402
TABLE OF CONTENTS
ARTICLEI DEFINITIONS........................................................................................................................................2
Section1.1 Definitions............................................................................—...................................................2
ARTICLE 2 REPRESENTATIONS AND WARRANTIES...........................................................................
Section2.1 By the Authority .............................................................................................................
Section 2.2 By Master Developer....................................................................................................................5
Section 2.3 Assignment of Development Rights.............................................................................................6
ARTICLE 3 USE, OWNERSHIP OF DEVELOPMENT PROPERTY; RESTRICTIONS..........................................8
Section 3.1 Use of Development Property ................................. .......8
Section 3.2 Ownership of Development Property...........................................................................................8
Section 33 Declaration of Restrictive Covenants..........................................................................................8
Section 3.4 Business Subsidy Act.................................................................................................................8
Section 3.5 Assessment Agreements ............. ..................... .......... —................................................................ 8
ARTICLE 4 CONSTRUCTION OF PROJECT............................................................................................................8
Section4.1 Phase Site Plans............................................................................................................................8
Section 4.2 Undertaking of Improvements......................................................................................................9
Section 4.3 Certificate of Completion...........................................................................................................10
ARTICLE 5 TAX INCREMENT FINANCING OF IMPROVEMENTS...................................................................10
Section 5.1 Payments Pursuant To Limited Revenue Tax Increment Note To Pay TIF Development Costs 10
Section5.2 Assignment of Note....................................................................................................................12
ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER......................................................... 13
Section 6.1 Transfer of Property and Assignment.........................................................................................13
ARTICLE 7 EVENTS OF DEFAULT; FEES.......... ... — .................... .......... ................... -- ................................ 14
Section7.1 Events of Default........................................................................................................................ 14
Section 7.2 Remedies on Default..................................................................................................................14
Section 7.3 No Remedy Exclusive................................................................................................................15
Section7.4 Waivers.......................................................................................................................................16
ARTICLE 8 ADDITIONAL PROVISIONS ............................... ..........16
Section 8.1 Conflict of Interests; Authority Representatives Not Individually Liable..................................16
Section 8.2 Equal Employment Opportunity .................................................................................................16
Section 8.3 Restrictions on Use.... ....................................................... - .....................................................16
Section 8.4 Titles of Articles and Sections...................................................................................................16
Section 8.5 Notices and Demands... ............................ .................................................. ..................... 16
Section8.6 Term of Agreement....................................................................................................................17
Section8.7 Counterparts........................................................................................................... ......17
continued)
Schedule A -I Development Property
Schedule B Project Description
Schedule C Description of Master Developer Improvements & Public Development Costs
Schedule D Payment Schedule, TIF Schedule
Exhibit A Certificate of Completion
Exhibit B-1 Form of Covenants and Restrictions
Exhibit B-2 Form of Memorandum of Agreement
Exhibit C Form of Limited Revenue Tax Increment Note
Exhibit D Form of Assessment Agreement
Exhibit E Form of Assignment
TAX INCREMENT FINANCING
REDEVELOPMENT AGREEMENT
THIS TAX INCREMENT FINANCING REDEVELOPMENT AGREEMENT (TIF 1-3
OPPIDAN), made and entered into as of this 1 st day of April, 2012, by and between the
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
PLYMOUTH, MINNESOTA, a public body corporate and politic organized and existing under
the laws of the State of Minnesota (the "Authority") and KTI 198, LLC, a Minnesota limited
liability company (the "Master Developer"):
WITNESSETH;
WHEREAS, the Authority was created pursuant to state law now codified as Minnesota
Statutes, Sections 469.001 through 469.047 (the "Act"), by a resolution of the City Council of
the City of Plymouth, Minnesota (the "City"); and
WHEREAS, in furtherance of the objectives of the Act, the Authority has undertaken
certain development activities for the purpose of redeveloping blighted areas, improving the
local tax base, and improving the general economy of the City and the State of Minnesota, which
is a "project" as defined in Minnesota Statutes, Section 469,174, Subdivision 8, known as
Redevelopment Project Area No. 1 (the "Project Area") pursuant to a Project PIan for
Redevelopment Area No. 1 (the "Project Plan"); and
WHEREAS, the Board of Commissioners of the Authority (the "Board") and the City
Council of the City have adopted resohitions, respectively, establishing a portion of the Project
Area as a tax increment financing district ("Tax Increment District"); and
WHEREAS, in order to achieve the objectives of the Project Plan, the Authority intends
to utilize tax increment financing, as described in Minnesota Statutes, Sections 469.174 through
469.1799, to finance the cost of certain public improvements related to the redevelopment of a
20 -acre site located in the City to include a four-story 90 -unit senior assisted living complex, a
fast-food restaurant, and a commercial/retail and/or office building and related improvements of
a public nature upon or adjacent to the Development Property (the "Project"); and
WHEREAS, the Authority believes that the development and construction of the Project,
and fulfillment of this Agreement are vital and are in the best interests of the Authority and
benefit the health, safety, morals and welfare of the City's residents, and comply with the
applicable state and local laws and requirements under which the Project has been undertaken
and is being assisted.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
obligations set forth in this Agreement, the parties hereto hereby agree as follows:
ARTICLE 1
Definition.-,
Section 1.1 Definitions. In this Agreement, unless a different meaning clearly appears
from the context:
Act" means Minnesota Statutes, Sections 469.001 through 469.047.
Agreement" means this Tax Increment Financing Redevelopment Agreement, as the
same may be from time to time modified, amended or supplemented.
Assessment Agreement" means the Assessment Agreement between the Authority and
the Master Developer in the form set forth as Exhibit D hereto.
Authority" means the Housing and Redevelopment Authority in and for the City of
Plymouth, Minnesota.
Available Tax Increment" means any Tax Increment remaining after the payment of any
administrative expenses (which administrative expenses shall be limited to no more than 10% of
the Tax Increment as permitted by the Tax Increment Act) related to the Development Property
then due and owing.
Certificate of Completion" means certification in the form attached as Exhibit A, to be
provided to Master Developer pursuant to this Agreement.
City" means the City of Plymouth, Minnesota, a municipal corporation and political
subdivision of the State of Minnesota.
County" means Hennepin County, Minnesota, a political subdivision of the State of
Minnesota.
Development Rights" means the rights of a Developer in and to the applicable parcel,
including the rights under this Agreement.
Development Rights Assignee" means an assignee of Development Rights under
Section 2.3 of this Agreement.
Developer" means, with respect to any parcel of the Development Property, until such
time as the Master Developer makes an assignment of the Development Rights thereto pursuant
to Section 2.3 hereof, the Master Developer, and after the Master Developer makes such
assignment, such assignee. Developer does not include a subsequent owner of all or any portion
of the Development Property that is not a Development Rights Assignee.
Development Contract" means that certain Development Contract (Developer Installed
Improvements) dated , 2012, by and between the City and Master Developer.
Development Property" means the portion of the Project Area described on Schedule A-
1 attached hereto located in the City.
2-
Event of Default" means as set forth in Section 7.1 hereof.
First Stage Street Improvements" means the portion of the Street Improvements
beginning at the intersection of State Highway 55 and ending at the portion of Outlot B
containing utility easements.
Improvements" means the improvements to be undertaken by the Developer as part of
the Project, all as further described in Schedule C attached to this Agreement.
Master Developer" means KTJ 198, LLC, a Minnesota limited liability company.
Mortgage" means any mortgage made by Master Developer which covets, in whole or
in part, the Development Property.
Mortgagee" means the owner or holder of a Mortgage.
Net Tax Capacity" means the value of real property as determined by the assessor for
the County in accordance with Minnesota Statues, Section 273.13, against which the real
property tax is imposed.
Note" means a limited revenue tax increment note, the form of which is attached hereto
as Exhibit C.
Payment Dates" means payments of principal and interest to be made on the dates and in
the amounts set for such payments in Schedule D.
Phase" or "Phases" means Phase I and Phase II, either separately or together.
Phase I" means construction of a four-story, 90 -unit senior assisted living complex and a
fast food restaurant and related improvements of a public nature upon or adjacent to the
Development Property, including, without limitation, the Street Improvements.
Phase II" means a commercial/retail and/or office building of approximately 35,000-
48,000 square feet and related improvements of a public nature upon or adjacent to the
Development Property.
Phase Site Plans" means plans for development of a Phase or portion thereof as
described in Section 4.1
Project" means Phase I and Phase II.
Project Area" means the area designated for development by the Authority pursuant to
the Project Plan and the Act.
Project Description" means the description on Schedule B attached hereto.
Project Plan" means the Project Plan for the Project Area originally approved by the
Board of the Authority on October 21, 2004, and originally approved by the City Council of the
City on November 23, 2004.
3-
Public Development Costs" means certain costs incurred and to be incurred by the
Master Developer or Developer in the construction of the Improvements, the estimated types and
amounts of which, which amounts may vary between the types, are shown on Schedule C to this
Agreement.
Restrictions" means the easements, covenants, conditions and restrictions set forth in
Exhibit B-1.
Second Stage Street Improvements" means the portion of the Street Improvements
beginning at the portion of Outlot B containing the utility easements and continuing to the
completion of the Street Improvements at County Road 73.
Section" means a Section of this Agreement, unless used in reference to Minnesota
Statutes.
State" means the State of Minnesota.
Street Improvements" means the First Stage Street Improvements and the Second Stage
Street Improvements.
Tax Increment" means tax increment as, defined in the Tax Increment Act, derived from
the Tax Increment District.
Tax Increment Act" means Minnesota Statutes, Sections 469.174 through 469.1799, as
amended.
Tax Increment District" means the Tax Increment Financing (Redevelopment) District
No. 1-3 created by the Authority pursuant to the Tax Increment Financing Plan,
Tax Increment Financing Plan" means Tax Increment Financing Plan for the Tax
Increment Financing (Redevelopment) District No. 1-3 (a redevelopment district) dated October
12, 2006, as modified on August 25, 2011.
Unavoidable Delay" means a failure or delay in a party's performance of its obligations
under this Agreement, or during any cure period specified in this Agreement which does not
entail the mere payment of money, not within the party's reasonable control, including but not
limited to acts of God, governmental agencies, the other party, strikes, labor disputes (except
disputes which could be resolved by using union labor), fire or other casualty, or lack of
materials; provided that within 10 days after a party impaired by the delay has knowledge of the
delay it shall give the other party notice of the delay and the estimated length of the delay, and
shall give the other party notice of the actual length of the delay within 10 days after the cause of
the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance
and removal of any such delay, Unavoidable Delay shall not extend performance of any
obligation unless the notices required in this definition are given as herein required.
4-
ARTICLE 2
Representations and Warranties
Section 2.1 By the Authority, The Authority makes the following representations to the
Master Developer:
a) The Authority is a housing and redevelopment authority duly organized and
existing under the laws of the State of Minnesota and has the power to enter into this
Agreement and carry out its obligations hereunder. The Authority has duly authorized the
execution, delivery and performance of this Agreement,
b) The Project is for a purpose within the power of the Authority under the Act,
and was created, adopted and approved in accordance with the terms of the Act.
c) The Tax Increment District is a "redevelopment district" within the meaning
of the Tax Increment Act and was created, adopted and approved in accordance with the
terms of the Tax Increment Act.
Section 2.2 By Master Developer. Master Developer makes the following
representations to the Authority;
a) Master Developer is a Minnesota limited liability company, has power to enter
into this Agreement and has duly authorized the execution and delivery of this
Agreement.
b) Master Developer will (or will cause one or more Development Rights
Assignees to), subject to Unavoidable Delays, complete or cause to be completed the
Project in accordance with the terms of this Agreement, and all local, state and federal
laws and regulations.
c) Master Developer has received no notice or communication from any local,
state or federal official that the activities of Master Developer, the City or the Authority
with respect to the Development Property may be or will be in violation of any
environmental law or regulation. The Master Developer is aware of no facts the
existence of which would cause it to be in violation of any local, state or federal
environmental law, regulation or review procedure with respect to the Development
Property.
d) The Master Developer will (or will cause one or more Development Rights
Assignees to) ohtain; in a timely manner; all rerll,ired permits; licenses and approvals, and
will meet, in a timely manner, all requirements of all local, state and federal laws and
regulations which must be obtained or met before the Improvements and the Project may
be constructed.
e) Neither the execution or delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented by, limited by, conflicts with, or results in a
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breach of, any restriction, agreement or instrument to which Master Developer is now a
party or by which Master Developer is bound.
f) Master Developer has no knowledge or information that any member of the
governing body of the City or Authority or any other officer of the City or Authority has
any direct or indirect financial interest in the Master Developer, the Development
Property, the Improvements or the Project.
g) Master Developer has received City approval for and has recorded all
required plats on the Development Property,
Section 2.3 Assignment of Development Rights
The Master Developer intends to assign the Development Rights, or portions thereof, to
one or more Development Rights Assignee(s), whereupon such Development Rights Assignee(s)
shall become the Developer(s) hereunder, The Authority agrees that it will not unreasonably
withhold its consent to such other responsible developer of a portion of the Improvements as the
Master Developer may propose as a Development Rights Assignee hereunder. The Authority
shall be entitled to require, as conditions to any approval of any Development Rights Assignee
under this Section, that:
a) The Master Developer retain design control with respect to the Improvements
to be constructed by the proposed transferee;
b) Any Development Rights Assignee shall have the qualifications and financial
responsibility necessary to fulfill the obligations undertaken in this Agreement by the
proposed transferee;
c) The Development Rights Assignee enters into a written agreement, a form of
which is attached hereto as Exhibit E, by which it assumes and agrees to perform the
obligations of a Developer under this Agreement, performance of which is due on or after
the date of assignment, and agrees to be subject to the conditions and restrictions to
which the Master Developer is subject in Sections 4.1, 4.2(b), 4.2(c), and 8.2, with
respect to the portion of Development Rights being assigned, and further acknowledging
the Restrictions and applicable Assessment Agreement to be recorded against the parcels
comprising the Development Property, with respect to the portion of such Development
Property being conveyed to the Development Rights Assignee;
d) The Development Rights Assignee makes, as of the date of assignment, the
following representations and (for activities and events occurring on or after the date of
assignment) warranties;
The Development Rights Assignee has received no notice or
communication from any local, state or federal official that the
activities of the Development Rights Assignee, the City or the
Authority with respect to the portion of the Development Property
being assigned to the Development Rights Assignee may be or will
be in violation of any environmental law or regulation. The
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Development Rights Assignee is aware of no facts the existence of
which would cause it to be in violation of any local, state or federal
environmental law, regulation or review procedure with respect to
the portion of the Development Property so assigned.
ii. The Development Rights Assignee will obtain, in a timely manner,
all required permits, licenses and approvals, and will meet, in a
timely manner, all requirements of all local, state and federal laws
and regulations which must be obtained or met before the portion
of the Project assigned to the Development Rights Assignee may
be constructed.
iii. Neither the execution or delivery of this Assignment, the
assumption of the Development Rights, the consummation of the
transactions contemplated hereby or by the Redevelopment
Agreement, nor the fulfillment of or compliance with the terms and
conditions of the Redevelopment Agreement is prevented by,
limited by, conflicts with, or results in a breach of, any restriction,
agreement or instrument to which the Development Rights
Assignee is now a party or by which the Development Rights
Assignee is bound.
iv. The Development Rights Assignee has no knowledge or
information that any member of the governing body of the City or
Authority or any other officer of the City or Authority has any
direct or indirect financial interest in the Development Rights
Assignee, or the portion of the Development Property or the
portion of the Project assigned to the Development Rights
Assignee.
V. The Development Rights Assignee agrees to comply with all
applicable laws, ordinances, regulations, and approvals of PUD
Amendment dated August 23, 2011.
vi. The Development Rights Assignee shall not discriminate upon the
basis of race, color, creed, sex or national origin in the sale, lease,
or rental or in the use or occupancy of the portion of the
Development Property assigned to the Development Rights
Assignee or any improvements erected or to be erected thereon, or
any part thereof.
The Authority has, as of the date of this Agreement, consented to the assignment of
Development Rights to The Waters of Plymouth, LLC, a Minnesota limited liability company,
and McDonalds USA, LLC, a Delaware limited liability company, or an owner -operator of a
McDonalds store, subject to satisfaction of the requirements in paragraphs (c) and (d) of this
Section 2.3.
IVe
ARTICLE 3
Use, Ownership of Development Property; Restrictions
Section 3.1 Use of Development Property, Master Developer's use of the Development
Property shall be subject to and in compliance with all of the conditions, covenants, restrictions
and limitations imposed by this Agreement, the Restrictions and all applicable laws, ordinances,
regulations, and approvals of PUD Amendment dated August 23, 2011.
Section 3.2 Ownership of Development Pro ert . Master Developer hereby represents
and warrants that, as of the date of this Agreement Master Developer is the owner in fee simple
of the Development Property, and there will be no liens, defects or other encumbrances upon title
to the Development Property that would hinder the development of the Development Property by
Master Developer as contemplated by this Agreement.
Section 3.3 Declaration of Restrictive Covenants. Master Developer shall prepare,
execute, and record on the title to the Development Property a Memorandum of this Agreement
in form attached hereto as Exhibit B-2 and a Declaration of Restrictive Covenants in form
attached hereto as Exhibit B-1. If the Developer determines that operation of the Development
Property consistent with the Restrictions would endanger the financial viability thereof, the
Developer may request the Board of Commissioners to consent to the amendment, modification
or termination of any of the restrictions in any respect. The Authority is under no obligation to
amend, modify or terminate any of the restrictions and may, in its sole and absolute discretion,
refuse to do so.
Section 3.4 Business Subsidy Act. The tax increment financing assistance provided by
the Authority is not a "business subsidy" because it is "redevelopment when the recipient's
investment in the purchase of the site and in site preparation is 70 percent or more of the
assessor's current year's estimated market value" as such terms are defined in Minnesota
Statutes, Section I I6J.993, subdivisions 3 and 3(17). Therefore, the provisions of Minnesota
Statutes, Sections 11 W.993 through I I6J.995, are not applicable.
Section 3.5 Assessment Agreement.
a) An Assessment Agreement shall be executed by the Master Developer and the
Authority as of the date hereof, and the Master Developer shall cause the Assessment
Agreement and the executed Assessor's Certificate, in the form attached thereto, to be
recorded against the Development Property as soon as reasonably practicable and, in any
event, prior to the recording of any mortgage, security agreement or other instrument
creating a lien on such parcels or transfer of any interest in such parcels, all consistent
with Section 3.02 of the Assessment Agreement attached as Exhibit D 'hereto.
ARTICLE 4
Construction of Project
Section 4.1 Phase Site Plans, Prior to commencing construction of the Improvements for
a Phase, Developer must submit Phase Site Plans for the Phase to the Authority for review. The
Phase Site Plans must provide for the construction of the Improvements for that Phase in a
manner that conforms to the Tax Increment Financing Plan, this Agreement and all applicable
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federal, state and local laws, statutes, ordinances and regulations. The Authority shall approve
the Phase Site Plans in writing if, in the reasonable discretion of the Authority, the Phase Site
Plans: (a) conform to the terms and conditions of this Agreement; (b) conform to all applicable
federal, state and local laws, ordinances, rules and regulations; and (c) no Event of Default has
occurred. The Authority shall delegate its approval of the Phase Site Plans to the City.
No approval by the Authority shall relieve Developer of the obligation to comply with the
terms of this Agreement, applicable federal, state and local laws, ordinances, rules and
regulations, or to properly construct the Project. No approval by the Authority shall constitute a
waiver of an Event of Default. Any disapproval of the Phase Site Plans shall set forth the
reasons therefor, and shall be made within 30 days after the date of their receipt by the Authority.
If the Authority rejects the Phase Site Plans, in whole or in part, Developer shall submit new or
corrected Phase Site Plans within 30 days after written notification to Developer of the rejection.
The provisions of this Section relating to approval, rejection and resubmission of corrected Phase
Site Plans shall continue to apply until the Phase Site Plans have been approved by the
Authority.
If the Developer desires to make any material change to the Phase Site Plans for a Phase
after the Authority has approved them, the Developer must submit the proposed change to the
Authority for its review and approval, and the Authority must approve the proposed change
unless the Authority reasonably determines that, as a result of the proposed change, one or more
of the requirements set forth in this Section are not satisfied. If the Authority rejects the
proposed change the Authority must notify the Developer of the Authority's rejection of the
proposed change within ten (10) Business Days of the Authority's receipt of the proposed
change.
Section 4.2 Undertakina of Improvements.
a) Subject to Unavoidable Delays and except as provided below, Developer will
construct or cause to be constructed the first Stage Sheet Improvements no later than
December 31, 2012. Developer will construct or cause to be constructed the Second
Stage Street Improvements no later than December 31, 2013. Developer anticipates that
it will construct or cause to be constructed Phase I of the Project no later than December
31, 2012 and Phase 11 of the Project no later than December 31, 2015.
b) Upon approval by the Authority of the Phase Site Plans for each Phase, the
Developer shall promptly begin the Phase and diligently prosecute the completion the
development of the Development Property in accordance with the requirements of the
Project Description. Developer shall make reports, in such detail and at such times as
may reasonably be requested by the Authority, as to the actual progress of Developer
with respect to the Project.
c) Developer shall not interfere with, or construct any improvements over, any
public street or utility easement without the prior written approval of the City. All
connections to public utility lines and facilities shall be subject to approval of the City
and any private utility company involved. All street and utility installations, relocations,
alterations and restorations shall be at DeveIoper's expense and without expense to the
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City or the Authority. Developer at its own expense shall replace any public facilities or
utilities damaged during the Project by the Developer or its agents or by others acting on
behalf of or under their direction or control of the Developer. Notwithstanding anything
herein to the contrary, neither the Developer nor the Development Property shall be
subject to assessment for costs associated with the construction of the Improvements.
Section 4.3 Certificate of Completion.
a) Promptly after completion of the Improvements including the First Stage
Street Improvements but excluding the Second State Street Improvements, evidenced by
the Developer's provision of an architect's or general contractor's certificate to the
Authority and evidence that Developer has met the requirements contained in the
certificate of the City Engineer, the Authority will furnish Developer with a Certificate of
Completion as to such Improvements, which shall be conclusive evidence of satisfaction
and termination of the agreements and covenants of this Agreement with respect to the
obligations of Developer to complete such Improvements. The furnishing by the
Authority of a Certificate of Completion for such Improvements shall not constitute
evidence of compliance with or satisfaction of any obligation of Developer to any
Mortgagee. The Authority may delegate its provision of a Certificate of Completion for
such Improvements to the City.
b) Promptly after completion of the Second Stage Street Improvements,
evidenced by the Developer's provision of an architect's or general contractor's
certificate to the Authority and evidence that Developer has met the requirements
contained in the certificate of the City Engineer, the Authority will furnish Developer
with a Certificate of Completion as to such Improvements, which shall be conclusive
evidence of satisfaction and termination of the agreements and covenants of this
Agreement with respect to the obligations of Developer to complete such Improvements.
The furnishing by the Authority of a Certificate of Completion for such Improvements
shall not constitute evidence of compliance with or satisfaction of any obligation of
Developer to any Mortgagee. The Authority may delegate its provision of a Certificate
of Completion for such Improvements to the City.
c) if the Authority shall refuse or fail to provide a Certificate of Completion, the
Authority shall, within 15 days after the Developer provides the architect's or general
contractor's certificate referenced in Section 4.3(a) or (b), provide Developer with a
written statement specifying in what respect Developer has failed to complete the
Improvements in accordance with this Agreement, or is otherwise in default, and what
measures or acts will be necessary, in the opinion of the Authority, for Developer to
obtain the Certificate of Completion.
ARTICLE 5
Tax Increment Financing of Improvements
Section 5.1 Pavments Pursuant To Limited Revenue Tax Increment Note To Pay TIF
Development Costs. The Developer agrees to and shall be responsible to pay all of its respective
costs of the Project, as herein provided. However, the Authority, in order to encourage the
IKII
construction of the Project, is willing to finance the Public Development Costs. The Authority
agrees that it will make payments to the Master Developer, including from funds currently held
by the City, and pursuant to a limited revenue tax increment note (the "Note"), the form of which
is attached hereto as Exhibit C, in a principal amount sufficient to pay the Public Development
Costs attributable to the Improvements as listed on Schedule C hereto, with the Note to be issued
and interest to begin to accrue upon the date of issuance of the Certificate of Completion
pursuant to Section 4.3(a) hereof, said payments of principal and interest to be made on the dates
the "Payment Dates") and in the amounts set for such payments in Schedule D hereto, which is
incorporated herein, but subject to the following terms and conditions, including adjustment as
provided in Subsection (c) below:
a) Notwithstanding the Payment Dates provided in Schedule D, no payments
shall be made by the Authority to the Master Developer unless and until the City engineer
has confirmed in writing to the Authority that the Improvements including the First Stage
Street Improvements but excluding the Second Stage Street Improvements have been
completed, and the Certificate of Completion has been issued as contemplated in Section
4.3 (a) hereof.
b) The Authority will apply the Tax Increment first to pay any administrative
expenses relating to the Development Property to the extent permitted by the Tax
Increment Act and to the extent that such expenses have not been paid or reimbursed to
the Authority by the Master Developer. Any Tax Increment remaining after the payment
of any administrative expenses then due and owing (the "Available Tax Increment") shalI
be paid to the Master Developer for reimbursement of the Public Development Costs plus
interest as provided above on the Payment Dates, up to the maximum principal amount of
1,899,645.00.
c) If, upon completion of the Improvements, the total of the actual Public
Development Costs are lower than the total of the Public Development Costs shown in
Schedule C and the budget included as part of the initial Schedule D, then the principal
amount to be reimbursed to the Master Developer hereunder shall be reduced to the
actual total cost amount of the Public Development Costs and a new Schedule D shall be
prepared and substituted, which will amortize said actual cost over the remaining
Payment Dates such that amortized payments of principal and interest in each year
thereafter are equal, as nearly as practicable, such principal to bear interest at the rate of
six percent (6%) per annum. In addition, in the event the time for distribution of property
tax revenues to the Authority by the County shall be modified from the dates presently in
force, the parties shall amend Schedule D to the extent necessary to conform with the
intention of the parties that the Payment Dates shall fall approximately 30 to 45 days after
the expected dates upon which the Authority receives its major property tax distributions
from the County.
d) The Authority shall be obligated to make the payments to the Master
Developer required pursuant to this Section 5 only from and to the extent of the Available
Tax Increment actually received from the Tax Increment District for any tax year, and
such payments sball never be considered to be a general obligation or indebtedness of the
Authority or the City; provided that the amount required to be paid by the Authority to
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the Master Developer on any Payment Date shall not exceed the amount set forth in
Schedule D as amended. If, on any Payment Date, the amount of the Available Tax
Increment available to the Authority from the Tax Increment District and to be paid to the
Master Developer under Section 5,1 is not sufficient to pay the installment then due the
Master Developer under this Section 5.1 in full, the funds available shall be applied first
to interest and then to principal then due. To the extent that an installment of principal or
interest to be paid under this Section 5.1 is not paid on a Payment Date because the
amount of Available Tax Increment under Section 5.1(b) is insufficient therefor, such
installment shall continue to be an obligation of the City under the terms of this
Agreement, but shall not bear interest from and after said Payment Date, and shall be
paid, subject to the provisions of Section 5.1(e) hereof, only from Available Tax
Increment actually received and available therefor under Section 5.1(b) hereof on the
next subsequent Payment Dates, after the payment of the installment of principal and
interest payable on said subsequent Payment Date.
e) Upon thirty (3 0) days' written notice to the Master Developer, the Authority
may prepay all or a portion of the outstanding principal balance due to the Master
Developer pursuant to this Section 5. 1, and Schedule D, without penalty, on any date at a
prepayment price equal to the outstanding principal balance to be prepaid plus accrued
interest to the prepayment date. If a partial prepayment is made, the prepayment shall be
applied to the last maturing installments of principal and the semiannual payments
required under this Section 5.1 and Schedule D shall not otherwise be reduced.
Subsequent to any partial prepayment, a revised Schedule D shall be prepared and
executed by the parties hereto. Excess Tax Increment from the Development Property
shall automatically be applied to the prepayment of all or a portion of the principal
balance due hereunder.
Section 5.2 Assignment of Note. The Note shall be not assignable nor transferable
without the prior written consent of the Authority; provided, however, that such consent shall not
be unreasonably withheld or delayed if. (a) the assignee or transferee delivers to the Authority a
written instrument acknowledging the limited nature of the Authority's payment obligations
under the Note, and (b) the assignee or transferee executes and delivers to the Authority a
certificate, in form and substance satisfactory to the Authority, pursuant to which, among other
things, such assignee or transferee represents (i) that the Note is being acquired for investment
for such assignee's or transferee's own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, (ii) that the assignee or transferee has no present
intention of selling, granting any participation in, or otherwise distributing the same, (iii) that the
assignee or transferee is an "accredited investor" within the meaning of Rule 501 of the
Regulation D under the Securities Act of 1933; as amended; (iv) that the assignee or transferee,
either alone or with such assignee's or transferee's representatives, has knowledge and
experience in financial and business matters and is capable of evaluating the merits and risks of
the prospective investment in the Note and the assignee or transferee is able to bear the economic
consequences thereof, (v) that in making its decision to acquire the Note, the assignee or
transferee has relied upon independent investigations made by the assignee or transferee and, to
the extent believed by such assignee or transferee to be appropriate, the assignee's or transferee's
representatives, including its own professional, tax and other advisors, and has not relied upon
any representation or warranty from the Authority, or any of its officers, employees, agents,
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affiliates or representatives, with respect to the value of the Note, (vi) that the Authority has not
made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or
transferee regarding the tax consequences, if any, of the acquisition and investment in the Note,
vii) that the assignee or transferee or its representatives have been given a full opportunity to'
examine all documents and to ask questions of, and to receive answers from, the Authority and
its representatives concerning the terms of the Note and such other information as the assignee or
transferee desires in order to evaluate the acquisition of and investment in the Note, and all such
questions have been answered to the full satisfaction of the assignee or transferee, (viii) that the
assignee or transferee has evaluated the merits and risks of investment in the Note and has
determined that the Note is a suitable investment for the assignee or transferee in light of such
party's overall financial condition and prospects, (ix) that the Note will be characterized as a
restricted security" under the federal securities laws because the Note is being acquired in a
transaction not involving a public offering and that under such laws and applicable regulations
such securities may not be resold without registration under the Securities Act of 1933, as
amended, except in certain limited circumstances, and (x) that no market for the Note exists and
no market for the Note is intended to be developed.
The Authority hereby consents to the assignment of the Note to Minnwest Bank,
provided that Minnwest Bank delivers to the Authority a written instrument acknowledging the
limited nature of the Authority's payment obligations under the Note and executes and delivers
to the Authority a certificate, in form and substance satisfactory to the Authority, meeting the
requirements of (b) listed in this Section 5.2.
ARTICLE 6
Prohibitions Against Assignment and Transfer
Section 6.1 Transfer of Property and_Assignmen_t. Prior to the issuance of the
Certificates of Completion, except for assignment of the Development Rights to a Development
Rights Assignee pursuant to Section 2.3, and except as hereinafter provided, the Developer has
not made and will not make, or suffer to be made, any total or partial sale, assignment,
conveyance, lease, or other transfer, with respect to this Agreement or the Development Property
or any part thereof or any interest therein, or any contract or agreement to do any of the same,
without the prior written approval of the Authority, which shall not be unreasonably withheld.
The Authority shall be entitled to require as conditions to any such approval that: (i) the
proposed transferee have the qualifications and financial responsibility, as reasonably determined
by the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement
by Master Developer; and (ii) the proposed transferee, by recordable instrument satisfactory to
the Authority shall, for itself and its successors and assigns, assume all of the obligations of
Master Developer under this Agreement, No transfer of, or change with respect to, ownership in
the Development Property or any part thereof, or any interest therein, however consummated or
occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or
limit the Authority of or with respect to any rights or remedies or controls provided in or
resulting from this Agreement with respect to the Development Property and the completion of
the Project that the Authority would have had, had there been no such transfer or change. There
shall be submitted to the Authority for review all legal documents relating to the transfer. In the
absence of specific written agreement by the Authority to the contrary, no such transfer or
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approval by the Authority thereof shall be deemed to relieve Developer, or any other party bound
in any way by this Agreement or otherwise with respect to the completion of the Project, from
any of its obligations with respect thereto.
Notwithstanding the foregoing, this Section 6.1 shall not apply to any transfer or
assignment to (i) any entity controlling, controlled by or under common control with the Master
Developer or (ii) any entity in which the majority equity interest is owned by the parties that
have a majority equity interest in Master Developer. Provided that no Event of Default exists
hereunder, any such transfer or assignment shall release Master Developer from its obligations
hereunder upon execution and delivery to the Authority by the transferee or assignee of an
instrument in form and substance satisfactory to the Authority by which the transferee or
assignee assumes the obligations of the Master Developer hereunder.
ARTICLE 7
Events of Default, Fees
Section 7.1 Events of Default. The following shall be "Events of Default" under this
Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement
unless the context otherwise provides), any one or more of the following events which occurs
and continues for more than 30 days after notice by the defaulting party of such default (and the
term "default" shall mean any event which would with the passage of time or giving of notice, or
both, be an "Event of Default" hereunder);
a) Failure of the Developer to construct or cause to be constructed the
Improvements as required hereunder.
b) Failure of any Developer or the Authority to observe and perform any other
covenant, condition, obligation or agreement on its part to be observed or performed
hereunder; provided that the failure to construct Phase I or Phase II shall not be an Event
of Default hereunder, however, if a Phase is undertaken, Developer shall observe and
perform any other covenant, condition, obligation or agreement on its part to be observed
or performed hereunder related to a Phase and failure to so observe and perform in
respect of a Phase may constitute a default hereunder. The Developer has not covenanted
to complete Phase I or Phase II by any certain date.
c) Failure of any Developer to pay any taxes on the Development Property as
they become due.
e) Failure of any Developer to construct or cause to be constructed the Street
lmpruvements, as cumpietiun of the Street irnproveinents is integral to the Project and the
general plan for the development or redevelopment of the City as a whole.
e) A default under the Development Contract,
Section 7.2 Remedies on Default. In the event the Authority desires to exercise any of
its rights or remedies as provided herein or otherwise available to the Authority at law or in
equity, the Authority shall first provide written notice to Master Developer or Developer setting
forth with specific particularity the Event of Default and the action required to cure or remedy
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the same (the "Default Notice"). Master Developer or Developer shall have thirty (3 0) days
from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default
Notice, or such Ionger period as may be reasonably required to complete the cure as soon as
reasonably possible under the circumstances. If, following Master Developer or Developer's
receipt of a Default Notice, Master Developer or Developer does not cure or remedy the Event of
Default therein specified within the time provided above, the Authority may take any one or
more of the following actions:
a) Suspend its performance under this Agreement until it receives assurances
from Master Developer or Developer, deemed adequate by the Authority, that Master
Developer or Developer will cure its default and continue its performance under this
Agreement.
b) Use Tax Increment to complete the Project and permanently reduce the
amount of Tax Increment paid to the Master Developer under the Note by the same
amount.
c) Terminate all rights of Master Developer or Developer under this Agreement
and the Note, including the right to receive Tax Increment payments under the Note.
d) Withhold a Certificate of Completion for the First Stage Street Improvements
or the Certificate of Completion for the Improvements.
e) Take whatever action at law or in equity may appear necessary or desirable to
the Authority to enforce performance and observance of any obligation, agreement, or
covenant of Master Developer or Developer under this Agreement.
In the event the Authority should fail to observe or perform any covenant, agreement or
obligation of the Authority on its part to be observed and performed under this Agreement,
Master Developer or Developer may take any one or more of the following actions:
f) Suspend its performance under this Agreement until it receives assurances
from the Authority deemed adequate by Master Developer or Developer, that the
Authority will cure its default and continue its performance under this Agreement.
g) Terminate all rights of the Authority under this Agreement.
h) Take whatever action at Iaw or in equity may appear necessary or desirable to
Master Developer or Developer to enforce performance and observance of any
obligation, agreement, or covenant of the Authority Lander this Agreement.
Section 7.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
Authority or to the Master Developer or to the Developer is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall be
in addition to every other remedy given under this Agreement or now or hereafter existing at law
or in equity or by statute. No delay or omission to exercise any right or power accruing upon any
default shall impair any such right or power or shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be deemed
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expedient. In order to entitle the Authority, Master Developer, or Developer to exercise any
remedy reserved to them, it shall not be necessary to give notice, other than such notice as may
be required under this Agreement.
Section 7.4 Waivers. All waivers by any party to this Agreement shall be in writing. If
any provision of this Agreement is breached by any party and thereafter waived by another party,
such waiver shall be limited to the particular breach so waived and shall not be deemed to waive
any other concurrent, previous or subsequent breach hereunder.
ARTICLE 8
Additional Provisions
Section 8.1 Conflict of Interests, Authority Representatives Not Individually Liable. No
member, official, employee, or consultant or employees of the consultants of the Authority shall
have any personal interest, direct or indirect, in this Agreement, nor shall any such member,
official, consultant or the consultant's employees or employee participate in any decision relating
to this Agreement which affects his or her personal interests or the interests of any corporation,
partnership, or association in which he or she is directly or indirectly interested. No member,
official, consultant or the consultant's employees, or employee of the Authority shall be
personally liable to Master Developer, Developer, or any successor in interest, in the event of
any default or breach by the Authority or for any amount which may become due to Master
Developer, Developer or successors or on any obligations under the terms of this Agreement.
Section 8.2 Equal Employment Opportunity. Developer, for itself and its successors and
assigns, agrees that during the construction of the Improvements and the Project it will comply
with any applicable affirmative action and nondiscrimination laws or regulations.
Section 8.3 Restrictions on Use. Developer agrees for itself, and its successors and
assigns, and every successor in interest to the Development Property, or any part thereof, that
Developer, and such successors and assigns, shall devote the Development Property to, and only
to and in accordance with, the uses specified in the Project Plan, this Agreement and other
agreements entered into between the Master Developer and the Authority or the City, and shall
not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or
rental or in the use or occupancy of the Development Property or any improvements erected or to
be erected thereon, or any part thereof.
Section 8.4 Titles of Articles and Sections. Any titles of the several parts, Articles, and
Sections of this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 8.5 Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand, or other communication under this Agreement by any party to
another party shall be sufficiently given or delivered if it is dispatched by registered or certified
mail, postage prepaid, return receipt requested, or delivered personally as follows:
a) in the case of Master Developer, addressed to or delivered personally to:
KTJ 198, LLC
16-
5125 County Road 101
Suite 100
Minnetonka, MN 55345
Attn: Vice President
b) in the case of the Authority, addressed or delivered personally to:
Housing and Redevelopment Authority in
and for the City of Plymouth
3400 Plymouth Boulevard
Plymouth, Minnesota 55447
Attn: Executive Director
or at such other address with respect to any such party as that party may, from time to
time, designate in writing and forward to the other party as provided in this Section.
Section 8.6 Term of Agreement. This Agreement shall terminate upon the earlier of: (i)
February 1, 2034; (ii) payment in full of the amounts to be paid to the Master Developer pursuant
to Section 5.1 hereof and amounts to be paid to the Authority hereunder; and (iii) as otherwise
terminated by the City pursuant to Section 7.2 hereof
Section 8.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
17-
FN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date first above written,
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF PLYMOUTH
By
Its Chair
By
Its Executive Director
STATE OF MINNESOTA )
SS,
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
2012, by Jeffrey L. Kulaszewicz, the Chair of the Housing and
Redevelopment Authority in and for the City of Plymouth.
Notary Public
STATE OF MINNESOTA )
SS,
COUNTY OF ITENNEPIN )
The foregoing instrument was acknowledged before me this day of
2012, by Steve Juetten, the Executive Director of the Housing and
Redevelopment Authority in and for the City of Plymouth.
Notary Public
S-1
KTJ 198, LLC
Its [Chief Executive Officer]
STATE OF MINNESOTA
SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of ,
2012, by , the [Chief Executive Officer], on behalf of the company.
Notary Public
S-2
SCHEDULE A-1
DEVELOPMENT PROPERTY
Tracts A, B and C, Registered Land Survey No. 1676, Hennepin County, Minnesota. (Torrens
Property, Certificate of Title No. 1207792).
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, described as follows:
Commencing at the Southwest corner of the Southeast Quarter of the Northeast Quarter,
Section 35, Township 118, Range 22; thence North along the West line thereof 805 feet;
thence East parallel to the South line of said quarter -quarter 683.20 feet to the point of
beginning; thence continuing East along said parallel line 100 feet; thence Northeasterly,
deflecting to the left 81 degrees 49 minutes a distance of 108.3 feet, more or less to the
Southerly right-of-way line of State Trunk Highway No. 55; thence Northwesterly along
the Southerly right-of-way line of said Highway 97.99 feet; thence Southwesterly 136.74
feet, more or less, to the point of beginning.
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, lying Southerly of the centerline of the Eastbound lane of
State Trunk Highway No. 55 (as now located and established) and lying Southwesterly of the
Northeasterly line of Old County Road No, 6 (also being the Northeasterly line of Tract B,
Registered Land Survey No. 1676) and the Northwesterly extension thereof, and lying Northerly
of the Northeasterly lines of Tracts A and B, Registered Land Survey No. 1676; and lying
Northerly of a line beginning at the Northwest corner of Tract B, Registered Land Survey No.
1676; thence North 74 degrees 06 minutes 45 seconds West on an assumed bearing along the
Northwesterly extension of the North line of said Tract B, a distance of 97.99 feet; thence South
8 degrees 54 minutes 02 seconds West, a distance of 15.11 feet to the Northeast corner of Tract
A, Registered Land Survey No. 1676, and there terminating; and lying Southeasterly of a line
drawn Northeasterly from the Northwest corner of Tract A, Registered Land Survey No. 1676, at
a right angle to the North line of said Tract A, a distance of 75.00 feet to the centerline of the
Eastbound lane of State Trunk Highway No. 55 (as now located and established), which lies
Southwesterly of a line run parallel with and distant 70.00 feet Southwesterly (as measured at
right angles) of the following described line: Beginning at a point on the West line of the
Northeast Quarter of said Section 35, distant 1065.36 feet South of the Northwest corner thereof,
thence run Southeasterly at an angle of 73 degrees 22 minutes 02 seconds from said West line of
the Northeast Quarter (measured from South to East) for 2608.47 feet to a tangent spiral point;
thence deflect to the right on a spiral curve of decreasing radius (spiral angle 2 degrees 00
minutes 00 seconds) for 200 feet to a spiral curve point; thence deflect to the right on a 2 degrees
00 minutes 00 seconds circular curve (delta angle 11 degrees 34 minutes 00 seconds) for 578.33
feet to a curve spiral point and there terminating.
S -A-1
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6 and described as beginning at the intersection of the West line of said
Section 36 with the Southwesterly line of Old County Road 6, thence Southerly along the West
line of said Section 36, a distance of 313.50 feet; thence Northeasterly to a point on the
Southwesterly line of Old County Road No. 6, distant 173,10 feet Southeasterly of the point of
beginning; thence Northwesterly along the Southwesterly line of Old County Road No. 6, a
distance of 173.10 feet to the point of beginning.
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6, and described as commencing at the Southwest corner of the Northwest
Quarter of said Section 36, thence Northerly along the West line of said Section 36, a distance of
210.30 feet to the point of beginning; thence deflect to the right at an angle of 90 degrees 30
minutes, a distance of 9.00 feet; thence Northeasterly 358.30 feet to a point on the Southwesterly
line of Old County Road No. 6, distant 248.10 feet Southeasterly of the intersection of said
Southwesterly line with the West line of said Section 36; thence Northwesterly along the
Southwesterly line of Old County Road No. 6, a distance of 75.00 feet; thence Southwesterly to a
point on the West line of said Section 36, distant 122.10 feet Northerly of the point of beginning;
thence Southerly 122.10 feet along the West line of said Section 36 to the point of beginning.
S -A-2
SCHEDULE B
PROJECT DESCRIPTION
The Project includes the redevelopment of an existing 20 -acre site, comprised of two phases of
construction:
Phase I will be a four-story, 90 unit senior assisted living complex consisting of approximately
130,000 square feet, an approximately 5,000 square foot fast food restaurant, and related
improvements of a public nature upon or adjacent to the Development Property, including,
without limitation, the street improvements to Trunk Highway 55 south frontage road, West
Medicine Lake Drive, and County Road 73 as further described in the Development Contract,
Phase II will be a commercial/retail and/or office building of approximately 35,000-48,000
square feet and related improvements of a public nature upon or adjacent to the Development
Property.
S-13-1
SCHEDULE C
IMPROVEMENTS & PUBLIC DEVELOPMENT COSTS
Improvement
Demolition
Environmental Testing and Remediation
First Stage Street Improvements
Second Stage Street Improvements
Utilities Relocation Costs
Total
S -C-1
Public Development Cost
124,000
278,600
927,045
370,000
200,000
1,899,645
SCHEDULE D
PAYMENT SCHEDULE, TIF SCHEDULE
Dated
Date
Beg.
Balance
Unpaid
Deferred
Interest
Payment
Principal
Payment
Schedule
Interest Total Payment
Payment Available TIF
Payment of
Deferred
Interest
Cumulative
Deferred
Interest
6.000%
PAYMENT
End DATE
Balance Mth, Yr. Yrs.
12/3112012 i,899,645.00 1g0,000.00 0.00 190,000.00 1,709,645.0031 -pec 2012 0.0
1,709,645.00 39,837.58 0.00 20,000.00 20,000.00 39,837.56 1,709,645.001 -Aug 2013 0.5
1,709,645.00 31,289.35 0.00 20,000.00 20,000.00 71,126.93 1,709,645.001 -Feb 2014 1.0
1,709,645.00 31,289,35 0.00 20,000.00 20,000.00 102,416.28 1,709,845.001 -Aug 2014 1.5
1,709,645.00 12,191.21 0.00 39,096.14 39,096.14 114,607.49 1,709,645.001 -Feb 2015 2.0
1,709,645.00 12,191.21 0.00 39,098.14 39,N8.14 126,798.69 1,709,645.001 -Aug 2D15 2.5
1,709,645.00 0.00 44,550.92 51,289.35 95,840.27 126,798.69 1,665,094.081 -Feb 2016 3.0
1,665,094.08 0.00 45,887.45 49,952.82 95,840.27 126,798.69 1,619,206.631 -Aug 2016 3.5
1,618,206.83 0,00 47,264.07 48,576,20 95,840.27 126,798.69 1,571,942,561 -Feb 2017 4.0
1,571,942.56 0.00 48,681.99 47,158.28 95,840.27 126,798.69 1,523,260,571 -Aug 2017 4.5
1,523,260.57 0.00 50,142.45 45,697.82 95,840.27 126,798.69 1,473,118.121 -Feb 2018 5.0
1,473,118.12 0.00 51,646.73 44,193.54 95,640.27 126,798.69 1,421,471.391 -Aug 2018 5.5
1,421,471,39 0,00 53,196.13 42,644.14 95,840.27 126,798.69 1,368,275.261 -Feb 2019 6.0
1,368,275,26 0,00 54,792.01 41,048,26 95,840.27 126,798,69 1,313,483,261 -Aug 2019 6.5
1,313,463.26 0.00 56,435.77 39,404.50 95,840.27 126,79B.89 1,257,047.491 -Feb 2020 7.0
1,257,047.49 0.00 58,128.85 37,711.42 95,840.27 126,798.69 1,198,918.641 -Avg 2020 7.5
1,198,918.64 0.00 59,872.71 35,967.56 95,840.27 126,798.69 1,139,045.931 -Feb 2021 8.0
1,139,045.93 0.00 61,668.89 34,171.38 95,840.27 126,798.69 1,077,377.041 -Avg 2021 8.5
1,077,377.04 0,00 63,518.96 32,321.31 95,840,27 126,798.69 1,013,858,081 -Feb 2022 9.0
1,013,858.08 0.00 65,424.53 30,415,74 95,840,27 126.798.69 948,433,551 -Aug 2022 9,5
948,433.55 0.00 67,367.26 28,453.01 95,840.27 126,798.69 881,046.291 -Feb 2023 10.0
881,046.29 0.00 69,408.86 26,431.39 95,840.27 126,798.69 611,637.411 -Aug 2023 10.5
811,637.41 0.00 71,491.15 24,349.12 95,840.27 126,798.69 740,146.261 -Feb 2024 11.0
740,146.26 0.00 73,635.88 22,204.39 95,840.27 126,798.69 666,510.381 -Aug 2024 11.5
666,510.38 0.00 75,844.96 19,995.31 95,840.27 126,798.69 590,665.421 -Feb 2025 12.0
590,665.42 0.00 78,120,31 17,719.96 95,840,27 126,798.69 512,545.111 -Aug 2025 12.5
512,545.11 0.00 80,463.92 15,376,35 95,840,27 126,798,69 432,081,191 -Feb 2026 13.0
432,081.19 0.00 82,877.83 12,962.44 95,840.27 126,798.69 349,203.361 -Aug 2026 13.5
349,203.36 0.00 85,364.17 10,476.10 95,840.27 126,798.69 263,839.391 -Feb 2027 14.0
253,839.19 0.00 87,925.09 7,915.18 95,840.27 126,798.69 175,914.111 -Aug 2027 14.5
175,914.11 0.00 90,562.85 5,277.42 95,840.27 126,798,69 85,351.261 -Feb 2028 15.0
85,351.26 0.00 85,351.26 2,560.54 95,840.27 7,928.47 118,870.22 0.001 -Aug 2028 15.5
0.00 0.00 0.00 0.00 95,840.27 95,840.27 23,029.950.0 01 -Fob 2029 16.0
0.00 0.00 0.00 0.00 23,029.95 23,029,95 0.00 0.001 -Aug 2029 16.5
OTALS 126,798.69 1,899,645.00 912,469,82 2,938,913,51
S -D-1
EXHIBIT A
CERTIFICATE OF COMPLETION
WHEREAS, KTJ 198, LLC (the "Master Developer"), is the Master Developer of
property in the City of Plymouth, County of Hennepin and State of Minnesota described on
Exhibit A attached hereto and made a part hereof (the "Development Property"); and
WHEREAS, the Development Property is subject to the provisions of a certain Tax
Increment Financing Redevelopment Agreement (TIF 1-3 Oppidan) (the "Agreement"), dated as
of April 1, 2012, by and between Master Developer and the Housing and Redevelopment
Authority in and for the City of Plymouth (the "Authority"); and
WHEREAS, Master Developer and Developer (as defined in the Agreement) has fully
and duly performed all of the covenants and conditions of Master Developer under the
Agreement with respect to the completion of the [Improvements (as defined in the Agreement)
including the First Stage Street Improvements (as defined in the Agreement) but excluding the
Second Stage Street Improvements (as defined in the Agreement)] [the Second Stage Street
Improvements];
NOW, THEREFORE, it is hereby certified that all requirements of Master Developer and
Developer under the Agreement with respect to the construction of such Improvements have
been completed and duly and fully performed, and this instrument is to be conclusive evidence of
the satisfactory termination of the covenants and conditions of the Agreement as they relate to
the construction of such Improvements; provided, however, the Covenants and Restrictions
provided for in Exhibit B-1 of the Agreement and other ongoing covenants with respect to such
Improvements shall remain in full force and effect to the extent and with respect to the property
specified in Section 3.3 of the Agreement.
A- I
Dated this day of , 20_
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF PLYMOUTH
Its
STATE OF MINNESOTA )
SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
20 by - , the of the
Housing and Redevelopment Authority in and for the City of Plymouth,
Notary Public
EXHIBIT B-1
DECLARATION OF RESTRICTIVE COVENANTS
This Declaration is made and executed as of the day of 52012,
by KTJ 195, LLC, a Minnesota limited liability company ("Declarant").
WHEREAS, Declarant is fee owner of the premises described on Appendix A hereto
located in the City of Plymouth (the "City"), County of Hennepin, State of Minnesota (the
Property").
WHEREAS, the Housing and Redevelopment Authority in and for the City of Plymouth,
Minnesota (the "Authority") has entered into a Tax Increment Financing Redevelopment
Agreement (TIF 1-3 Oppidan), dated April 1, 2012 (the "Redevelopment Agreement"), with the
Declarant. The Redevelopment Agreement provides for certain aid and assistance to be provided
by the HRA in connection with the construction by the Declarant of certain public improvements
on the Property; and
WHEREAS, Section 3.3 of the Redevelopment Agreement provides for this Declaration
to be executed by Declarant and for this Declaration to be filed of record in the real estate
records.
NOW, THEREFORE, in consideration of the foregoing and in compliance with its
obligations under Section 3.3 of the Redevelopment Agreement, Declarant, for itself, and its
successors and assigns, does hereby declare that the Property shall be owned, used, occupied,
sold and conveyed subject to the following covenants and restrictions;
1. The Property shall not be exempt from real estate taxes. If the ownership or use of
any portion of the Property is transferred to an exempt owner or used for an exempt purpose, the
owner or occupant of that portion of the Property shall, if applicable, covenant to the City and
the Authority not to apply for a tax exemption under Minnesota Statutes, Section 272.025, or
shall enter into an agreement with the City and the Authority to make payments in lieu of taxes
sufficient to pay the portion of the Authority's obligations under the Redevelopment Agreement
attributable to such portion of the Property.
2. The covenants and restrictions herein contained shall run with the title to the Property
and shall be binding upon all present and future owners and occupants of the Property; provided,
however, that the covenants and restrictions herein contained shall inure only to the benefit of the
Authority and may be released or waived in whole or in part at any time; and from time to time,
by the sole act of the Authority, and variances may be granted to the covenants and restrictions
herein contained by the sole act of the Authority. These covenants and restrictions shall be
enforceable only by the Authority, and only the Authority shall have the right to sue for and
obtain an injunction, prohibitive or mandatory, to prevent the breach of the covenants and
restrictions herein contained, or to enforce the performance or observance thereof,
3. The covenants and restrictions herein contained shall remain in effect until the
payment in full of principal of, and interest on the limited revenue tax increment note issued in
accordance with the Redevelopment Agreement, and thereafter shall be null and void.
IS
Appendix A
Tracts A, B and C, Registered Land Survey No. 1676, Hennepin County, Minnesota, (Torrens
Property, Certificate of Title No. 1207792).
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, described as follows:
Commencing at the Southwest corner of the Southeast Quarter of the Northeast Quarter,
Section 35, Township 118, Range 22; thence North along the West line thereof 805 feet;
thence East parallel to the South line of said quarter -quarter 683.20 feet to the point of
beginning; thence continuing East along said parallel line 100 feet; thence Northeasterly,
deflecting to the left 81 degrees 49 minutes a distance of 108.3 feet, more or less to the
Southerly right-of-way line of State Trunk Highway No. 55; thence Northwesterly along
the Southerly right-of-way line of said Highway 97.99 feet; thence Southwesterly 136.74
feet, more or less, to the point of beginning.
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, lying Southerly of the centerline of the Eastbound lane of
State Trunk Highway No. 55 (as now located and established) and lying Southwesterly of the
Northeasterly line of Old County Road No. 6 (also being the Northeasterly line of Tract B,
Registered Land Survey No. 1676) and the Northwesterly extension thereof; and lying Northerly
of the Northeasterly lines of Tracts A and B, Registered Land Survey No. 1676; and lying
Northerly of a line beginning at the Northwest corner of Tract B, Registered Land Survey No.
1676; thence North 74 degrees 06 minutes 45 seconds West on an assumed bearing along the
Northwesterly extension of the North line of said Tract B, a distance of 97.99 feet; thence South
8 degrees 54 minutes 02 seconds West, a distance of 15.11 feet to the Northeast corner of Tract
A, Registered Land Survey No. 1676, and there terminating; and lying Southeasterly of a line
drawn Northeasterly from the Northwest corner of Tract A, Registered Land Survey No. 1676, at
a right angle to the North line of said Tract A, a distance of 75.00 feet to the centerline of the
Eastbound lane of State Trunk Highway No. 55 (as now located and established), which lies
Southwesterly of a line run parallel with and distant 70.00 feet Southwesterly (as measured at
right angles) of the following described line: Beginning at a point on the West line of the
Northeast Quarter of said Section 35, distant 1065.36 feet South of the Northwest corner thereof,
thence run Southeasterly at an angle of 73 degrees 22 minutes 02 seconds from said West line of
the Northeast Quarter (measured from South to East) for 2608.47 feet to a tangent spiral point;
thence deflect to the right on a spiral curve of decreasing radius (spiral angle 2 degrees 00
minutes 00 seconds) for 200 feet to a spiral curve point; thence deflect to the right on a 2 degrees
00 minutes 00 seconds circular curve (delta angle 11 degrees 34 minutes 00 seconds) for 578.33
feet to a curve spiral point and there terminating.
Together with:
B-3
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6 and described as beginning at the intersection of the West line of said
Section 36 with the Southwesterly line of Old County Road 6, thence Southerly along the West
line of said Section 36, a distance of 313.50 feet; thence Northeasterly to a point on the
Southwesterly line of Old County Road No. 6, distant 173.10 feet Southeasterly of the point of
beginning; thence Northwesterly along the Southwesterly line of Old County Road No. 6, a
distance of 173.10 feet to the point of beginning.
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly Iine of Old
County Road No. 6, and described as commencing at the Southwest corner of the Northwest
Quarter of said Section 36, thence Northerly along the West line of said Section 36, a distance of
210.30 feet to the point of beginning; thence deflect to the right at an angle of 90 degrees 30
minutes, a distance of 9.00 feet; thence Northeasterly 358.30 feet to a point on the Southwesterly
line of Old County Road No. 6, distant 248.10 feet Southeasterly of the intersection of said
Southwesterly line with the West line of said Section 36; thence Northwesterly along the
Southwesterly line of Old County Road No. 6, a distance of 75.00 feet; thence Southwesterly to a
point on the West line of said Section 36, distant 122.10 feet Northerly of the point of beginning;
thence Southerly 122.10 feet along the West line of said Section 36 to the point of beginning
M
EXHIBIT B-2
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF DEVELOPMENT AGREEMENT, is made this day
of , 2012 between the Housing and Redevelopment Authority in and for the City of
Plymouth, Minnesota, a public body corporate and politic ("Authority") and KT7 198, LLC, a
Minnesota limited liability company (the "Developer"):
WITNESSETH;
WHEREAS, the Authority and the Developer entered into that Tax Increment
Financing Redevelopment Agreement (TIF 1-3 Oppidan) dated April 1, 2012 (the "Agreement"),
whereby the Authority agreed to provide certain assistance to Developer in connection with the
construction of certain improvements (the "Improvements") upon the premises described on
Exhibit A hereto located in the County of Hennepin, State of Minnesota (the "Property").
WHEREAS, in accordance with the terms of the Agreement the Developer has agreed to
construct the Improvements; and
therein.
WHEREAS, the Agreement contains certain restrictions and covenants as further set forth
WHEREAS, Authority and Developer desire to give record notice of said Agreement;
NOW, THEREFORE, in consideration of the foregoing, the Authority and Developer agree
as follows:
Public Assistance. The Authority has agreed to provide certain financial and other
assistance to Developer in accordance with the terms of the Agreement.
2. Minimum Improvements. The Developer has agreed to construct the Improvements in
accordance with the terms of the Agreement.
Other Terms and Conditions. All other covenants, terms and provisions set forth in the
Agreement are hereby incorporated by reference, and made a pact hereof.
4. Copy of Agreement. A copy of the Agreement is on file at the offices of the Authority at
3400 PIymouth Blvd., Plymouth, MN 55447,
IN WITNESS WHEREOF, the parties have execrated this Memorandum of Development
Agreement as of the date set forth above.
Exhibit A
Tracts A, B and C, Registered Land Survey No. 1676, Hennepin County, Minnesota. (Torrens
Property, Certificate of Title No. 1207792).
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, described as follows:
Commencing at the Southwest corner of the Southeast Quarter of the Northeast Quarter,
Section 35, Township 118, Range 22; thence North along the West line thereof 805 feet;
thence East parallel to the South line of said quarter -quarter 683.20 feet to the point of
beginning; thence continuing East along said parallel Iine 100 feet; thence Northeasterly,
deflecting to the left 81 degrees 49 minutes a distance of 108.3 feet, more or less to the
Southerly right-of-way line of State Trunk Highway No, 55; thence Northwesterly along
the Southerly right-of-way line of said Highway 97.99 feet; thence Southwesterly 136.74
feet, more or less, to the point of beginning.
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, lying Southerly of the centerline of the Eastbound lane of
State Trunk Highway No. 55 (as now located and established) and lying Southwesterly of the
Northcasterly line of Old County Road No. 6 (also being the Northeasterly line of Tract B,
Registered Land Survey No. 1676) and the Northwesterly extension thereof; and lying Northerly
of the Northeasterly lines of "Tracts A and B, Registered Land Survey No, 1676; and lying
Northerly of a line beginning at the Northwest corner of Tract B, Registered Land Survey No.
1676; thence North 74 degrees 06 minutes 45 seconds West on an assumed bearing along the
Northwesterly extension of the North line of said Tract B, a distance of 97.99 feet; thence South
8 degrees 54 minutes 02 seconds West, a distance of 15.11 feet to the Northeast corner of Tract
A, Registered Land Survey No. 1676, and there terminating; and lying Southeasterly of a line
drawn Northeasterly from the Northwest corner of Tract A, Registered Land Survey No. 1676, at
a right angle to the North line of said Tract A, a distance of 75.00 feet to the centerline of the
Eastbound lane of State Trunk Highway No. 55 (as now located and established), which lies
Southwesterly of a line run parallel with and distant 70.00 feet Southwesterly (as measured at
right angles) of the following described line: Beginning at a point on the West line of the
Northeast Quarter of said Section 35, distant 1065,36 feet South of the Northwest corner thereof,
thence run Southeasterly at an angle of 73 degrees 22 minutes 02 seconds from said West line of
the Northeast Quarter (measured from South to East) for 2608.47 feet to a tangent spiral point;
thence deflect to the right on a spiral curve of decreasing radius (spiral angle 2 degrees 00
minutes 00 seconds) for 200 feet to a spiral curve point; thence deflect to the right on a 2 degrees
00 minutes 00 seconds circular curve (delta angle 11 degrees 34 minutes 00 seconds) for 578.33
feet to a curve spiral point and there terminating.
Together with:
B-6
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6 and described as beginning at the intersection of the West line of said
Section 36 with the Southwesterly line of Old County Road 6, thence Southerly along the West
line of said Section 36, a distance of 313.50 feet; thence Northeasterly to a point on the
Southwesterly line of Old County Road No. 6, distant 173.10 feet Southeasterly of the point of
beginning; thence Northwesterly along the Southwesterly line of Old County Road No. 6, a
distance of 173.10 feet to the point of beginning.
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6, and described as commencing at the Southwest corner of the Northwest
Quarter of said Section 36, thence Northerly along the West line of said Section 36, a distance of
210.30 feet to the point of beginning; thence deflect to the right at an angle of 90 degrees 30
minutes, a distance of 9.00 feet; thence Northeasterly 358.30 feet to a point on the Southwesterly
line of Old County Road No. 6, distant 248.10 feet Southeasterly of the intersection of said
Southwesterly line with the West line of said Section 36; thence Northwesterly along the
Southwesterly line of Old County Road No. 6, a distance of 75.00 feet; thence Southwesterly to a
point on the West line of said Section 36, distant 122.10 feet Northerly of the point of beginning;
thence Southerly 122.10 feet along the West line of said Section 36 to the point of beginning.
No. R-1
EXHIBIT C
FORM OF LIMITED REVENUE TAX INCREMENT NOTE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
HOUSING AND REDEVELOPMENT AUTHORITY
1N AND FOR THE CITY OF PLYMOUTH
TAX INCREMENT REVENUE NOTE OF 2012
CROSSROAD COMMONS PROJECT)
PRINCIPAL AMOUNT: $1,899,645.00 INTEREST RATE: 6.00%
The Housing and Redevelopment Authority in and for the City of Plymouth, Minnesota
the "Authority"), hereby acknowledges itself to be indebted and, for value received, hereby
promises to pay to KTJ 198, LLC, or its registered assigns (the "Registered Owner"), but only in
the manner, at the times, from the sources of revenue, and to the extent hereinafter provided, the
principal amount stated above with interest, from the date hereof, at the rate per annum stated
above.
This Tax Increment Revenue Note of 2012 (Crossroad Commons Project) (or "Note") is
issued pursuant to the provisions of that certain Tax Increment Financing Redevelopment
Agreement (TIF 1-3 Oppidan), dated as of April 1, 2012, as the same may be amended from time
to time (the "Redevelopment Agreement"), by and between the Housing and Redevelopment
Authority in and for the City of Plymouth, Minnesota (the "Authority") and KTJ 198, LLC (the
Master Developer").
Provided that the Master Developer has submitted evidence to the Authority that costs of
the Improvements (as defined in the Redevelopment Agreement) have been incurred and paid as
provided in the Redevelopment Agreement, the principal and interest amounts due under this
Note (the "Note Payment Amounts") shall be payable on 1, 20_, and on each
February 1 and February 1 thereafter to and including February 1, 2034, or, if the first should not
be a Business Day (as defined in the Redevelopment Agreement) the next succeeding Business
Day (the "Note Payment Dates"). On each Note Payment Date the Authority shall pay, by check
or draft mailed to the person that was the Registered Owner of this Note at the close of the last
Business Day preceding such Note Payment Date, the Available Tax Increments (as hereinafter
defined) received by the Authority from the Tax Increment District (as hereinafter defined) since
the preceding Note Payment Date or, in the case of the first Note Payment Date, prior to such
first Note Payment Date, as provided in the Redevelopment Agreement. All payments shall be
C-1
first applied to interest accrued on the Note and then to the unpaid principal of the Note, The
Authority shall not be required to make any payments on the Note subsequent to February 1,
2034, and any balance of principal and interest remaining unpaid subsequent to the payment
made on February 1, 2034 shall be deemed forgiven by the Master Developer. In no event shall
the total Note Payment Amounts paid under this Note exceed the maximum amount of
Interest on this Note will compound semi-annually.
The Note Payment Amounts due hereon shall be payable solely from a portion of the tax
increments, less the Authority's administrative fee of ten percent (10%), from the Development
Property within the Authority's Tax Increment Financing (Redevelopment) District No. 1-3 (the
Tax Increment District") within its Redevelopment Project Area No. 1, which are paid to the
Authority and which the Authority is entitled to retain pursuant to the provisions of Minnesota
Statutes, Sections 469.174 through 469.1799, as the same may be amended or supplemented
from time to time (the "Available Tax Increments"). This Note shall terminate and be of no
further force and effect following the last Note Payment Date defined above, on any date upon
which the Authority shall have cancelled and rescinded the Redevelopment Agreement or the
Note pursuant to said Redevelopment Agreement, or on the date that all principal and interest
shall have been paid in full, whichever occurs earliest. The Authority makes no representation or
covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in
whole or in part, the amounts which are or may become due and payable hereunder.
The Authority's payment obligations hereunder shall be further conditioned on the fact
that no Event of Default under the Redevelopment Agreement shall have occurred and be
continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall
become payable if said Event of Default shall thereafter have been cured; and, further, if
pursuant to the occurrence of an Event of Default under the Redevelopment Agreement the
Authority elects to cancel and rescind the Redevelopment Agreement, the Authority shall have
no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the
provisions of the Redevelopment Agreement, including without limitation Section 3.3 thereof,
for a fuller statement of the rights and obligations of the Authority to pay the principal of and
interest on this Note, and said provisions are hereby incorporated into this Note as though set out
in full herein.
This Note is a special, limited revenue obligation and not a general obligation of the
Authority and is payable by the Authority only from the sources and subject to the qualifications
stated or referenced herein. This Note is not a general obligation of the Housing and
Redevelopment Authority in and for the City of Plymouth, Minnesota, and neither the full faith
and credit nor the taxing powers of the City are pledged to the payment of the principal of and
interest on this Note and no property or other asset of the Authority, save and except the above -
referenced Available Tax Increments, is or shall be a source of payment of the Authority's
obligations hereunder.
This Note is issued by the Authority in aid of financing a project pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including Minnesota
Statutes, Sections 469,174 through 469,1799.
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This Note may be assigned only with the consent of the Authority, which consent must
not be unreasonably withheld. In order to assign the Note, the assignee shall surrender the same
to the Authority either in exchange for a new fully registered note or for transfer of this Note on
the registration records for the Note maintained by the Authority, Each permitted assignee shall
take this Note subject to the foregoing conditions and subject to all provisions stated or
referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
required by the Constitution and laws of the State of Minnesota to be done, to have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been performed in regular and due form, time, and manner as required by
law; and that this Note, together with all other indebtedness of the Authority outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the Authority to exceed any constitutional or statutory limitation thereon,
IN WITNESS WHEREOF, the Housing and Redevelopment Authority in and for the
City of Plymouth, Minnesota, by its Board of Commissioners, has caused this Note to be
executed by the manual signatures of its Chair and Executive Director and has caused this Note
to be issued on and dated as of , 20
Executive Director
C-3
Chair
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note, as originally issued on , 20 ,
was on said date registered in the name of KTJ 198, LLC, and that, at the request of the
Registered Owner of this Note, the undersigned has this day registered the Note in the name of
such Registered owner, as indicated in the registration blank below, on the books kept by the
undersigned for such purposes.
NAME AND ADDRESS OF HATE OF
REGISTEREID OWNER REGISTRATION
20—
SIGNATURE
20
C-4
SIGNATURE OF
SECRETARY
EXHIBIT D
FORM OF ASSESSMENT AGREEMENT
THIS ASSESSMENT AGREEMENT is dated as of April 1, 2012, and is between
the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
PLYMOUTH, MINNESOTA, a public body corporate and politic organized and existing under
the laws of the State of Minnesota (the "Authority"), and KTJ 198, LLC, a Minnesota
corporation (the "Master Developer"),
IN CONSIDERATION OF the mutual covenants and benefits herein described,
the Authority and the Master Developer recite and agree as follows.
Section 1. Recitals.
1.01. Project Area; Project Plan. The Authority has heretofore undertaken certain
development activities for the purpose of redeveloping blighted areas, improving the local tax
base, and improving the general economy of the City and the State of Minnesota, which is a
project" as defined in Minnesota Statutes, Section 469.174, subdivision 8, known as
Redevelopment Project Area No, 1 (the "Project Area") pursuant to a Project Plan for
Redevelopment Area No. 1 (the "Project Plan").
1.02, Tax Increment Financing District; Project. Pursuant to the Minnesota Tax
Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended (the
TIF Act"), the City of Plymouth, Minnesota (the "City") and the Authority have approved a tax
increment financing plan (the "Financing Plan"), which is the proposed method for financing the
development activities currently proposed to be undertaken pursuant to the Project Plan and
establishes a portion of the Project Area as a tax increment financing district ("Tax Increment
District"). The Financing Plan proposes to finance the cost of certain public improvements
related to the redevelopment of a 20 -acre site located in the City to include a four-story, 90 unit,
senior assisted living complex and a fast-food restaurant (the "Project"), The Project is currently
owned by the Master Developer.
1.03. Implementation. The Authority and the City have each authorized and
directed their respective officers to take all actions necessary to implement and carry out the
Project Plan and the Financing Plan. The Project Plan and the Financing Plan propose that the
Authority finance certain costs of or related to the Project, payable from tax increment (as
defined in the TIF Act) derived from the District ("Tax Increment"),
1.04. Redevelopment Agreement. The Authority and the Master Developer have
entered into a Tax Increment Financing Redevelopment Agreement (TIF 1-3 Oppidan), dated as
of April 1, 2012 (the "Redevelopment Agreement"), which provides that the Master Developer,
or its permitted assignee, will improve the real property described in Exhibit A hereto (the
Land") by the construction of the portion of the Project located thereon. The Redevelopment
Agreement provides that upon the execution and delivery of the Redevelopment Agreement, the
Authority and Master Developer are to enter into this Assessment Agreement.
D-1
Section 2. Minimum Market Value.
2.01. Agreed Upon Minimum. The Master Developer agrees that the minimum
market value of the Land and the Project for ad valorem tax purposes, shall be as follows:
Lot 1, Block 1, and Outlot D, Crossroads Commons, Hennepin County,
Minnesota: for the assessment made as of January 1, 2013, not less than $6,000,000, and for the
assessment made as of January 1, 2014, and continuing throughout the term of this Assessment
Agreement, not less than $12,200,000.
Lot 1, Block 2, Crossroads Commons, Hennepin County, Minnesota: for the
assessment made as of January 1, 2013, not less than $730,075, and for the assessment made as
of January 1, 2014, and continuing throughout the term of this Assessment Agreement, not less
than $2,000,000.
Outlot B, Crossroads Commons, Hennepin County, Minnesota: for the
assessment made as of January 1, 2013, not less than $3,500,000, and for the assessment made as
of January 1, 2014, and continuing throughout the term of this Assessment Agreement, not less
than $7,400,000.
and shall not be reduced by any action taken by the Master Developer (other than a deed in lieu
of, or under threat of, condemnation by the City or Hennepin County or other condemning
authority), to less than the said amounts, and that during the term of this Assessment Agreement
no reduction of the market value therefor below said minimum market values shall be sought by
the Master Developer or granted by any public official or court except in accordance with
Minnesota Statutes, Section 469.177, Subdivision S. This minimum market value shall apply
only to the Land, the Project and any other facilities situated on the Land. In the event of
involuntary conversion of the Land and the Project for any reason (other than condemnation by a
public entity), the minimum market value shall not be reduced to an amount less than said
minimum market values.
The Master Developer acknowledges and agrees that the Land and the Project are
subject to ad valorem property taxation and that such property taxes constitute taxes on "real
property" (as provided in Section 469.174 of the TIT Act) and, to the extent reflecting net tax
capacity rates of taxing jurisdictions levied against the captured net tax capacity of the District,
Tax Increment.
2.02. Higher Market Value. Nothing in this Assessment Agreement shall limit
the discretion of the assessor of the City or any other public official or body having the duty to
determine the market value of the Land, the portion Of the Project located thereon and other
facilities on the Land for ad valorem tax purposes, to assign to the Land, the portion of the
Project located thereon or to any other improvements constructed on the Land, on a
nondiscriminatory basis and treated fairly and equally with all other property so classified in the
respective counties, a market value in excess of the minimum market value specified in
Section 2.01. The Master Developer or Developer (as defined in the Redevelopment Agreement)
shall have the normal remedies available under the law to contest any estimated assessor's
estimated value in excess of said minimum market values, but only to the extent of the excess.
D-2
2.03. Substantial Completion. For purposes of this Assessment Agreement and
the determination of the market value of the Land and the Project for ad valorem tax purposes,
the Master Developer agrees that the various phases of the Project shall be deemed to be
completed in accordance with the Redevelopment Agreement as of the dates shown below for
each lot (the required dates of completion), whether in fact completed or not:
Lot 1, Block 1, and Outlot D: May 31, 2013
Lot 1, Block 2: July 1, 2013
Outlot B: December 31, 2013
Section 3. Filing and Certification.
3.01. Assessor Certification. The Authority shall present this Assessment
Agreement to the assessor of the City and request such assessor to execute the certification
attached hereto as Exhibit C. The Master Developer shall provide to the assessor all information
relating to the Land and the portion of the Project located thereon requested by the assessor for
the purposes of discharging the assessor's duties with respect to the certification.
3.02. Filing. Prior to the recording of any mortgage, security agreement or other
instrument creating a lien on the Land, the Master Developer shall cause this Assessment
Agreement and a copy of Minnesota Statutes, Section 469.177, subdivision 8, attached hereto as
Exhibit B, to be recorded in the office of the County Recorder or Registrar of Titles of Hennepin
County, and shall pay all costs of such recording.
Section 4. Relation to Redevelopment Agreement. The covenants and
agreements made by the Master Developer in this Assessment Agreement are separate from and
in addition to the covenants and agreements made by the Master Developer or Developer in the
Redevelopment Agreement and nothing contained herein shall in any way alter, diminish or
supersede the duties and obligations of the Master Developer or Developer under the
Redevelopment Agreement,
Section 5. Miscellaneous Provisions.
5.01, Binding Effect, This Assessment Agreement shall inure to the benefit of
and shall be binding upon the Authority and the Master Developer and any Developer and their
respective successors and assigns, and upon all subsequent owners of the Land and the portion of
the Project located thereon.
5.02. Severability. In the event any provision of this Assessment Agreement
shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall
not invalidate or render unenforceable any other provision hereof.
5.03. Amendments, Changes and Modifications. Except as provided in
Section 5.04, this Assessment Agreement may be amended or any of its terms modified only by
written amendment authorized and executed by the Authority and the Master Developer and
otherwise in compliance with Section 469.177, subdivision 8, of the Act.
D-3
5.04. Further Assurances and Corrective Instruments, The Authority and the
Master Developer agree that they will, from time to time, execute, acknowledge and deliver, or
cause to be executed, acknowledged or delivered, such supplements hereto and such further
instruments as may reasonably be required for correcting any inadequate or incorrect description
of the Land or the portion of the Project located thereon, or for carrying out the expressed
intention of this Assessment Agreement.
5.05, Execution Counterparts. This Assessment Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
5.06. Applicable Law, This Assessment Agreement shall be governed by and
construed in accordance with the internal laws of the State of Minnesota.
5.07. Ca tions. The captions or headings in this Assessment Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
Sections of this Assessment Agreement.
5.08. Effective Date. This Assessment Agreement shall be effective as of April
1, 2012.
5.09. Termination Date. This Assessment Agreement shall terminate upon the
termination of the District in accordance with Minnesota Statutes, Section 469.176,
subdivision 1.
5.10. Definitions. Terms used with initial capital letters but not defined herein
shall have the meanings given such terms in the Redevelopment Agreement, unless the context
hereof clearly requires otherwise.
ME
IN WITNESS WHEREOF, the Authority has caused this Assessment Agreement
to be executed in its name by its duty authorized officers and the Master Developer has caused
this Assessment Agreement to be executed in its corporate name.
HOUSING AND REDEVELOPMENT IN AND
FOR THE CITY OF PLYMOUTH, MINNESOTA
By
Its Chair
By
Its Executive Director
STATE OF MINNESOTA )
ss.
COUNTY OF HI;NNEPIN )
The foregoing instrument was acknowledged before me this day of
20_, by Jeffrey L. Kulaszewicz, Chair, and Steve Juetten, Executive
Director, of the Housing and Redevelopment Authority in and for the City of Plymouth,
Minnesota, a public body corporate and politic organized and existing under the laws of the State
of Minnesota, on behalf of the public body.
Notary Public
D-5
KTJ 198, LLC
IC
STATE OF MINNESOTA )
SS.
COUNTY OF HENNEPIN )
Its Chief Executive Officer
The foregoing instrument was acknowledged before me this day of ,
20u, by , the Chief Executive Officer, on behalf of the corporation,
Notary Public
M
EXHIBIT A
DESCRIPTION OF LAND
Tracts A, B and C, Registered Land Survey No, 1676, Hennepin County, Minnesota. (Torrens
Property, Certificate of Title No. 1207792).
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, described as follows:
Commencing at the Southwest corner of the Southeast Quarter of the Northeast Quarter,
Section 35, Township 118, Range 22; thence North along the West line thereof 805 feet;
thence East parallel to the South line of said quarter -quarter 683.20 feet to the point of
beginning; thence continuing East along said parallel line 100 feet; thence Northeasterly,
deflecting to the left 81 degrees 49 minutes a distance of 108.3 feet, more or less to the
Southerly right-of-way line of State Trunk Highway No. 55; thence Northwesterly along
the Southerly right-of-way line of said Highway 97.99 feet; thence Southwesterly 136.74
feet, more or less, to the point of beginning.
Together with:
That part of the Southeast Quarter of the Northeast Quarter of Section 35, Township 118, Range
22, Hennepin County, Minnesota, lying Southerly of the centerline of the Eastbound lane of
State Trunk Highway No. 55 (as now located and established) and lying Southwesterly of the
Northeasterly line of Old County Road No, 6 (also being the Northeasterly line of Tract B,
Registered Land Survey No. 1676) and the Northwesterly extension thereof; and lying Northerly
of the Northeasterly lines of Tracts A and B, Registered Land Survey No. 1676; and lying
Northerly of a line beginning at the Northwest corner of Tract B, Registered Land Survey No.
1676; thence North 74 degrees 06 minutes 45 seconds West on an assumed bearing along the
Northwesterly extension of the North line of said Tract B, a distance of 97.99 feet; thence South
8 degrees 54 minutes 02 seconds West, a distance of 15.11 feet to the Northeast corner of Tract
A, Registered Land Survey No. 1676, and there terminating; and lying Southeasterly of a line
drawn Northeasterly from the Northwest corner of Tract A, Registered Land Survey No. 1676, at
a right angle to the North line of said Tract A, a distance of 75.00 feet to the centerline of the
Eastbound lane of State Trunk Highway No. 55 (as now located and established), which lies
Southwesterly of a line run parallel with and distant 70.00 feet Southwesterly (as measured at
right angles) of the following described line: Beginning at a point on the West line of the
Northeast Quarter of said Section 35, distant 1065.36 feet South of the Northwest corner thereof;
thence run Southeasterly at an angle of 73 degrees 22 minutes 02 seconds from said West line of
the Northeast Quarter (measured from South to East) for 2608,47 feet to a tangent spiral point;
thence deflect to the right on a spiral curve of decreasing radius (spiral angle 2 degrees 00
minutes 00 seconds) for 200 feet to a spiral curve point; thence deflect to the right on a 2 degrees
00 minutes 00 seconds circular curve (delta angle I 1 degrees 34 minutes 00 seconds) for 578.33
feet to a curve spiral point and there terminating.
D-7
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, lying Southwesterly of the Southwesterly line of Old
County Road No. 6 and described as beginning at the intersection of the West line of said
Section 36 with the Southwesterly line of Old County Road 6, thence Southerly along the West
line of said Section 36, a distance of 313.50 feet; thence Northeasterly to a point on the
Southwesterly line of Old County Road No. 6, distant 173.10 feet Southeasterly of the point of
beginning; thence Northwesterly along the Southwesterly line of Old County Road No. 6, a
distance of 173.10 feet to the point of beginning,
Together with:
That part of the Southwest Quarter of the Northwest Quarter of Section 36, Township 118,
Range 22, Hennepin County, Minnesota, Iying Southwesterly of the Southwesterly Iine of Old
County Road No, 6, and described as commencing at the Southwest corner of the Northwest
Quarter of said Scction 36, thence Northerly along the Wcst line of said Section 36, a distance of
210.30 feet to the point of beginning; thence deflect to the right at an angle of 90 degrees 30
minutes, a distance of 9.00 feet; thence Northeasterly 358.30 feet to a point on the Southwesterly
line of Old County Road No. 6, distant 248.10 feet Southeasterly of the intersection of said
Southwesterly line with the West line of said Section 36; thence Northwesterly along the
Southwesterly line of Old County Road No. 6, a distance of 75.00 feet; thence Southwesterly to a
point on the West line of said Section 36, distant 122.10 feet Northerly of the point of beginning;
thence Southerly 122.10 feet along the West line of said Section 36 to the point of beginning.
10.11
P'VHTRTT R
COPY OF MINNESOTA STATUTES, SECTION 469.177, SUBDIVISION 8
Assessment agreements. An authority may enter into a written assessment agreement with any
person establishing a minimum market value of land, existing improvements, or improvements to
be constructed in a district, if the property is owned or will be owned by the person. The
minimum market value established by an assessment agreement may be fixed, or increase or
decrease in later years from the initial minimum market value. If an agreement is fully executed
before July 1 of an assessment year, the market value as provided under the agreement must be
used by the county or local assessor as the taxable market value of the property for that
assessment. Agreements executed on or after July 1 of an assessment year become effective for
assessment purposes in the following assessment year. An assessment agreement terminates on
the earliest of the date on which conditions in the assessment agreement for termination are
satisfied, the termination date specified in the agreement, or the date when tax increment is no
longer paid to the authority under section 469,176, subdivision 1. The assessment agreement
shall be presented to the county assessor, or city assessor having the powers of the county
assessor, of the jurisdiction in which the tax increment financing district and the property that is
the subject of the agreement is located. The assessor shall review the plans and specifications for
the improvements to be constructed, review the market value previously assigned to the land
upon which the improvements are to be constructed and, so long as the minimum market value
contained in the assessment agreement appears, in the judgment of the assessor, to be a
reasonable estimate, shall execute the following certification upon the agreement:
The undersigned assessor, being legally responsible for the
assessment of the above described property, certifies that the
market values assigned to the land and improvements are
reasonable,
The assessment agreement shall be filed for record and recorded in the office of the county
recorder or the registrar of titles of tach county where the real estate or any part thereof is
situated. After the agreement becomes effective for assessment purposes, the assessor shall
value the property under section 273.11, except that the market value assigned shall not be less
than the minimum market value established by the assessment agreement. The assessor may
assign a market value to the property in excess of the minimum market value established by the
assessment agreement. The owner of the property may seek, through the exercise of
administrative and legal remedies, a reduction in market value for property tax purposes, but no
city assessor, county assessor, county auditor, board of review, board of equalization,
commissioner of revenue, or court of this state shall grant a reduction of the market value below
the minimum market value established by the assessment agreement during the term of the
agreement filed of record regardless of actual market values which may result from incomplete
construction of improvements, destruction, or diminution by any cause, insured or uninsured,
except in the case of acquisition or reacquisition of the property by a public entity. Recording an
assessment agreement constitutes notice of the agreement to anyone who acquires any interest in
the land or improvements that is subject to the assessment agreement, and the agreement is
binding upon them.
t'
An assessment agreement may be modified or terminated by mutual consent of the current
parties to the agreement. Modification or termination of an assessment agreement must be
approved by the governing body of the municipality. If the estimated market value for the
property for the most recently available assessment is Iess than the minimum market value
established by the assessment agreement for that or any later year and if bond counsel does not
conclude that termination of the agreement is necessary to preserve the tax exempt status of
outstanding bonds or refunding bonds to be issued, the modification or termination of the
assessment agreement also must be approved by the governing bodies of the county and the
school district. A document modifying or terminating an agreement, including records of the
municipality, county, and school district approval, must be filed for record. The assessor's
review and certification is not required if the document terminates an agreement. A change to an
agreement not fully executed before July 1 of an assessment year is not effective for assessment
purposes for that assessment year. If an assessment agreement has been modified or prematurely
terminated, a person may seek a reduction in market value or tax through the exercise of any
administrative or legal remedy. The remedy may not provide for reduction of the market value
below the minimum provided under a modified assessment agreement that remains in effect. In
no event may a reduction be sought for a year other than the current taxes payable year.
D-10
F,XHIRIT C
ASSESSOR'S CERTIFICATE
The undersigned, being the duly qualified and acting assessor of the City of
Plymouth, Minnesota, hereby certifies that,
1. I am the assessor responsible for the assessment of the Land described in the
foregoing Exhibit A;
2. I have read the foregoing Assessment Agreement dated as of April 1, 2012;
3. I have received and read a duplicate original of the Redevelopment Agreement
referred to in the Assessment Agreement;
4. 1 have received and reviewed the architectural and engineering plans and
specifications for the portion of the Project agreed to be constructed on the Land pursuant to the
Redevelopment Agreement;
5. I have received and reviewed an estimate prepared by the Master Developer of
the cost of the Land and the portion of the Project to be constructed thereon;
6. I have reviewed the market value previously assigned to the Land on which the
applicable portion of the Project is to be constructed, and the minimum market value to be
assigned to the Land and the portion of the Project located thereon by the Assessment Agreement
is a reasonable estimate; and
7. I hereby certify that the market value assigned to the Land and the Project
described on the foregoing Exhibit A by the Assessment Agreement is reasonable and the market
value assigned to the Land and the Project shall be as follows:
Lot 1, Block 1, and Outlot D, Crossroads Commons, Hennepin County,
Minnesota: for the assessment made as of January 1, 2013, not less than $6,000,000, and for the
assessment made as of January 1, 2014, and continuing throughout the term of this Assessment
Agreement, not less than $ I2,200,000.
Lot I, Block 2, Crossroads Commons, Hennepin County, Minnesota: for the
assessment made as of January 1, 2013, not less than $730,075, and for the assessment made as
of January 1, 2014, and continuing throughout the term of this Assessment Agreement, not less
than $2,000,000.
Outlot B, Crossroads Commons, Hennepin County, Minnesota: for the
assessment made as of January 1, 2013, not less than $3,500,000, and for the assessment made as
of January 1, 2014, and continuing throughout the term of this Assessment Agreement, not less
than $7,400,000.
D -I1
Dated: , 20
City Assessor, City of Plymouth, Minnesota
D-12
D-13
EXHIBIT E
FORM OF ASSIGNMENT OF DEVELOPMENT RIGHTS
THIS ASSIGNMENT OF DEVELOPMENT RIGHTS (this "Assignment") is made
and entered into on this day of , 20_, by and between KTJ 198, LLC, a Minnesota
limited liability company (the "Master Developer"), and , a
the "Development Rights Assignee"),
WHEREAS, the Master Developer has entered into that certain Tax Increment Financing
Redevelopment Agreement (TIF 1-3 Oppidan) with the Housing and Redevelopment Authority
in and for the City of Plymouth, Minnesota, a public body corporate and politic (the
Authority"), dated as of April 1, 2012 (the "Redevelopment Agreement");
WHEREAS, pursuant to the Redevelopment Agreement, the Master Developer has
agreed to construct a Project (as defined in the Redevelopment Agreement) and Improvements
as defined in the Redevelopment Agreement) on the Development Property (as defined in the
Redevelopment Agreement); and
WHEREAS, the Master Developer desires to assign its Development Rights, as
described in Section 2.3 of the Development Agreement, to [ on that certain
portion of the Development Property described in Exhibit A attached hereto.
NOW, THEREFORE, in consideration of the sum of One Dollar ($1,00) and other good
and valuable consideration, Master Developer assigns to Development Rights Assignee its
Development Rights to J, including its rights under the Redevelopment
Agreement.
1. The Master Developer shall retain design control with respect to the
Improvements, if any, to be constructed by the Development Rights Assignee.
2. The Development Rights Assignee assumes and agrees to perform the obligations
of a Developer under the Redevelopment Agreement, performance of which is due on or after the
date of this Assignment, and agrees to be subject to the conditions and restrictions to which the
Master Developer is subject in Sections 4.1, 4.2(b), 4.2(c), 6.1, 8.2, and 8.3 of the
Redevelopment Agreement [with respect to the portion of Development Rights being assigned],
and further acknowledges the Restrictions and Assessment Agreement that have been recorded
against the parcels comprising the Development Property [to be conveyed to the Development
Rights Assignee].
3. The Development Rights Assignee makes the following representations to the
Authority:
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a) The Development Rights Assignee is a , has the power
to enter into this Assignment, and has duly authorized the execution and delivery of this
Assignment.
b) The Development Rights Assignee has received no notice or
communication from any local, state or federal official that the activities of the
Development Rights Assignee, the City or the Authority with respect to the portion of the
Development Property being assigned to the Development Rights Assignee may be or
will be in violation of any environmental law or regulation. The Development Rights
Assignee is aware of no facts the existence of which would cause it to be in violation of
any local, state or federal environmental law, regulation or review procedure with respect
to the portion of the Development Property so assigned.
d) The Development Rights Assignee will obtain, in a timely manner, all
required permits, licenses and approvals, and will meet, in a timely manner, all
requirements of all local, state and federal laws and regulations which must be obtained
or met before the portion of the Project assigned to the Development Rights Assignee
may be constructed,
e) Neither the execution or delivery of this Assignment, the assumption of
the Development Rights, the consummation of the transactions contemplated hereby or
by the Redevelopment Agreement, nor the fulfillment of or compliance with the terms
and conditions of the Redevelopment Agreement is prevented by, limited by, conflicts
with, or results in a breach of, any restriction, agreement or instrument to which the
Development Rights Assignee is now a party or by which the Development Rights
Assignee is bound.
f) The Development Rights Assignee has no knowledge or information that
any member of the governing body of the City or Authority or any other officer of the
City or Authority has any direct or indirect financial interest in the Development Rights
Assignee, or the portion of the Development Property or the portion of the Project
assigned to the Development Rights Assignee.
g) The Development Rights Assignee agrees to comply with all applicable
laws, ordinances, regulations, and approvals of PUD Amendment dated August 23, 2011.
h) The Development Rights Assignee shall not discriminate upon the basis of
race, color, creed, sex or national origin in the sale, lease, or rental or in the use or
occupancy of the portion of the Development Property assigned to the Development
Rights Assignee or any improvements erected or to be erected thereon, or any part
thereof.
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IN WITNESS WHEREOF, Master Developer and Development Rights
Assignee have caused this Assignment to be executed this day of , 20_.
CONSENTED AND AGREED TO BY:
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE
CITY OF PLYMOUTH
By
Its
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KT1 198, LLC
LOW
Its [Chief Executive Officer]
DEVELOPMENT RIGHTS ASSIGNEE]
By
Its
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF PLYMOUTH
RESOLUTION NO. 2012-05
RESOLUTION APPROVING A REDEVELOPMENT
AGREEMENT FOR TAX INCREMENT FINANCING
REDEVELOPMENT) DISTRICT NO. 1-3
BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City
of Plymouth, Minnesota (the "Authority"), as follows;
1. The Authority has previously formed Redevelopment Project Area No. 1 (the
Project Area") and adopted a project plan therefor (the "Project Plan"), and the Authority has
previously prepared and adopted the Tax Increment Financing Plan for Tax Increment Financing
Redevelopment) District No. 1-3 (the "TIF Plan"). Pursuant to the TIF Plan, the Authority has
prepared a Tax Increment Financing Redevelopment Agreement (TIF 1-3 Oppidan) to be entered
into between the Authority and KT7 198, LLC (the "Redevelopment Agreement").
2. Findings, Redevelopment Agreement. The Authority hereby finds that the
Redevelopment Agreement is in the best interest of the Authority and meets the economic
development goals of the comprehensive plan of the City and is in accordance with the public
purpose and provisions of the applicable state and local laws and requirements under which the
Project has been undertaken and complies with the requirements of the Project Plan and the TIF
Plan.
3. Approval of Redevelopment Agreement. The Authority hereby adopts and approves
the Redevelopment Agreement in substantially the form presented to and on file with the
Authority as of this date and directs the Chair and the Executive Director of the Authority to
execute the Redevelopment Agreement and documents related thereto.
Adopted by the Housing and Redevelopment Authority in and for the City of Plymouth,
this 26`x' day of April, 2012.