HomeMy WebLinkAbout03/26/15 EDA Meeting
Meeting Location: Municipal Center
7100 147th Street West
City of
Apple Valley, Minnesota 55124
NOTICE: The Apple Valley Economic Development Authority will hold a meeting
at the Municipal Center, on Thursday, March 26, 2015, at 6:00 p.m.
to consider the items listed in the following agenda:
MARCH 26, 2015
ECONOMIC DEVELOPMENT AUTHORITY MEETING
TENTATIVE AGENDA
6:00 p.m.
1. Call to Order.
2. Approval of Agenda.
3. Approval of Minutes of February 26, 2015.
4. Approval of Consent Agenda Items*:
*A. Approve Dedication of Drainage and Utility Easement Over Portions of Outlot C, Valley
Business Park.
*B. Approve Authorization of Staff to Prepare Agreements for Mixed Use Development at
Village Pointe Plaza.
5. Regular Agenda Items:
A. Adopt Resolution Approving and Authorizing the Execution of Assignment of
Development Agreement for Transfer of Ownership from SPOWD Developments to
AVBC, LLC.
6. Other.
7. Staff Updates.
8. Adjourn.
* Items marked with an asterisk (*) are considered routine and will be enacted with a
single motion, without discussion, unless a commissioner or citizen requests the item
separately considered in its normal sequence on the agenda
ECONOMIC DEVELOPMENT AUTHORITY
City of Apple Valley
Dakota County, Minnesota
February 26, 2015
PRESENT: Commissioners Goodwin, Bergman, Grendahl, Hamann-Roland, Hooppaw,
Maguire and Melander.
ABSENT:
Meeting was called to order at 7:41 p.m. by President Goodwin.
APPROVAL OF AGENDA
CONSENT AGENDA
DEVELOPMENT OF CENT L VILLAGE WEST OFFICE SITE
Community Development Director Bruce Nordquist stated that in 2012, the City received
$866,000 in LCDA-TOD funds from the Metropolitan Council for site acquisition of the
Commons 1 and 11 property in order to make lease costs competitive to a large job-producing
Minutes of the meeting of the Economic Development Authority of Apple Valley, Dakota County,
Minnesota, held February 26, 2015, at 7:00 p.m., at Apple Valley Municipal Center.
City staff members present were: Executive Director Tom Lawell, City Attorney Michael
Dougherty, Community Development Director Bruce Nordquist, Finance Director Ron Hedberg,
City Planner Tom Lovelace, Planner Margaret Dykes and Department Assistant Joan Murphy.
MOTION: of Hamann-Roland, seconded by Bergman, approving the agenda. Ayes - 7 - Nays
- 0.
APPROVAL OF MINUTES
MOTION: of Hamann-Roland, seconded by Maguire, approving the minutes of the meeting of
January 22, 2015, as written. Ayes - 7 - Nays — 0.
MOTION: of Melander, seconded by Hooppaw, authorizing staff to prepare an Economic
Development District TIF Plan, Program and Agreements. Ayes - 7 - Nays — 0.
MOTION: of Melander, seconded by Hooppaw, adopting Resolution No. EDA-04 setting a
public hearing on April 9, 2015, at 7:00 p.m. to consider a business subsidy for
Uponor, Inc. Ayes - 7 - Nays — 0.
MOTION: of Melander, seconded by Hooppaw, approving setting a public hearing on April 9,
2015, at 7:00 p.m. for a business subsidy as a deferred loan business assistance
benefitting Uponor, Inc. Ayes - 7 - Nays — 0.
Commissioner Bergman thanked all the people that worked on the Uponor project that will be
coming before the Economic Development Authority and the City Council.
Economic Development Authority
City of Apple Valley
Dakota County, Minnesota
February 26, 2015
Page 2
tenant that needed to locate near the METRO Red Line. That project did not materialize. Given
the options to either return the funds to the Metropolitan Council or request the reprogramming of
the funds to a different site, staff, with Metropolitan Council staff support, found reprogramming
was best.
The area that received the reprogrammed grant funds was 5.34 acres of City-owned tax-forfeited
property in the Central Village West, generally located northeast of Garrett Avenue and 153rd
Street W. The site was to be used for a 100,000 sq. ft. office building and structured parking on
three existing vacant lots.
The project planned for that site also did not occur because the company that was to locate on the
site was acquired by another company and expansion plans were halted. Since then, staff has
worked with several potential partners to develop the site, but none has been able to execute a
plan.
The City was to expend the grant by April 30, 2015. However, the Metropolitan Council has
agreed to extend the grant by six (6) months to allow the City to find a qualified developer for the
site, and execute a development agreement that provides information regarding project funding,
and start and end dates. If the City can complete this step by October 30, 2015, the Metropolitan
Council may consider extending the grant to April 30, 2017. As a reminder, the grant funds can
only be used for projects located within specific transit areas; the Central Village West area is
located in the Apple Valley Transit Station (AVTS) Transit Improvement Area.
Staff has drafted a Request for Proposals that would be distributed to qualified developers and
brokers to develop the site, if the EDA concurs.
Discussion followed.
MOTION: of Hamann-Roland, seconded by Grendahl, authorizing the distribution of the
Request for Proposals for the development of the Central Village West office site.
Ayes - 7 - Nays - 0.
6. OTHER
NONE
7. STAFF UPDATES
Community Development Director Bruce Nordquist provided updates on the Uponor Expansion
and that the planning process is underway. Land use actions would occur in March and the
financial incentives would occur in early April. If all approvals are granted, the City could be
looking at a mid-April building permit application.
President Goodwin asked for explanation, for the viewing public, what the project Uponor entails.
Economic Development Authority
City of Apple Valley
Dakota County, Minnesota
February 26, 2015
Page 3
Mr. Nordquist stated Uponor used a site consultant that did a search for where their next
manufacturing and distribution centers were going to be. The business is growing and will be
creating a new product for heating and cooling your home, provide plumbing and to supply fire
suppression. Uponor decided to remain and expand in Apple Valley.
Commissioner Bergman inquired who the lead persons/presenters are.
Mr. Nordquist answered that Planner Kathy Bodmer would present the aspects of the land use
project. Planner Margaret Dykes has been the long time economic development specialist and she
would present on that side of it. Finance Director Ron Hedberg would be presenting on the
financial incentives.
President Goodwin thanked the staff for their role in this accomplishment. He thanked City
Administrator Tom Lawell, the Community Development Department, Finance Department, and
Mayor Mary Hamann-Roland on a tremendous job for this great addition to the City.
Commissioner Hamann-Roland commented that with this expansion of 88,000 sq. ft., Uponor
would do a significant job hire.
ADJOURNMENT
MOTION: of Grendahl, seconded by Hooppaw, to adjourn. Ayes - 7 - Nays - O.
The meeting was adjourned at 8:02 p.m.
Respectfully Submitted,
Approved by the Apple Valley Economic Development Authority on
Budget Impact
None. Expected project costs for water and sewer service will be paid by the private property owner.
PROJECT NAME:
Outlot C, Valley Business Park Easement
PROJECT DESCRIPTION:
Drainage & Utility Easement across EDA
property to provide water service to private property.
STAFF CONTACT:
Margaret Dykes, Planner
APPLICANT:
City of Apple Valley
DEPARTMENT/DIVISION:
Community Development Department
PROJECT NUMBER:
City of Apple „
Valley
Action Requested
• Approve the attached Drainage and Utility Easement in favor of the City of Apple Valley
across Outlot C, Valley Business Park in order to provide water and sewer service to a
private property owner.
Project Summary/Issues
In 1994, the Apple Valley Economic Development Authority (EDA) acquired a 28-acre site generally
located northwest of the intersection of Pilot Knob and County Road 42 from L.G.S.
Concord/Citizens Utility to facilitate the creation of an industrial business park. This 28-acre parcel,
now called Valley Business Park, was platted in 1999. Immediately to the south of Valley Business
Park is a 3.54-acre unplatted parcel now owned by Community Cares, Inc. (5751 150 Street W.).
When Valley Business Park was platted, a 0.18-acre outlot, Outlot C, was created to provide this
property with access to Energy Way. The private property had been an old farmstead with a private
well and septic system, which was sealed when the former owners sold the property. Community
Cares, Inc. has requested the City provide water and sanitary sewer to its property. Outlot C is owned
by the EDA, and any use of this property by the City must be approved by the EDA. A Drainage and
Utility Easement that would accommodate the installation of the utility services by the City has been
drafted by the City Attorney and reviewed by the Public Works Director.
Attachment(s)
1. D/U Easement
2. Site Aerial
ITEM:
EDA MEETING DATE:
SECTION:
zi A
March 26, 2015
Consent
THIS EASEMENT is made this day of , 2015, by the
Apple Valley Economic Development Authority, a public body corporate and politic and a
political subdivision of the State of Minnesota (the "Landowner"), in favor of the City of Apple
Valley, a Minnesota municipal corporation (the "City").
The Landowner is the fee title holder of property legally described as follows:
Outlot C, Valley Business Park, according to the recorded plat thereof, Dakota County,
Minnesota
(the "Property").
D INAGE AND UTILITY EASEMENT
The Landowner, in consideration of the sum of One Dollar ($1.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does
hereby grant and convey unto the City, its successors and assigns, a permanent easement for
drainage and utility purposes over, under and across the Property.
The grant of the foregoing easement includes the right of the City, its contractors, agents
and servants to enter upon the Property at all reasonable times to construct, reconstruct, inspect,
repair and maintain pipes, conduits and mains; and the further right to remove trees, brush,
undergrowth and other obstructions. After completion of such construction, maintenance, repair
or removal, the City shall restore the Property to the condition in which it was found prior to the
commencement of such actions, save only for the necessary removal of trees, brush, undergrowth
and other obstructions.
The Landowner covenants with the City that it is the fee owner of the Property and has
good right to grant and convey the easement herein to the City.
This easement and the covenants contained herein shall run with the Property and shall
bind the Landowner and its successors and assigns.
IN WITNESS WHEREOF, the Landowner has caused this instrument to be executed as
of the day and year first written above.
STATE OF MINNESOTA )
) ss.
COUNTY OF DAKOTA )
This instrument was drafted by:
Dougherty, Molenda, Solfest, Hills & Bauer P.A.
14985 Glazier Avenue, Suite 525
Apple Valley, Minnesota 55124
(952) 432-3136
MDK (66-11273)
Apple Valley Economic Development Authority
By: Tom Goodwin
Its: President
By: Pamela J. Gackstetter
Its: Secretary
On this day of , 2015, before me a Notary Public within and for
said County, personally appeared Tom Goodwin and Pamela J. Gackstetter to me personally
known, who being each by me duly sworn, each did say that they are respectively the President
and Secretary of the Apple Valley Economic Development Authority, a public body corporate
and politic and a political subdivision of the State of Minnesota, and said President and Secretary
acknowledged said instrument to be the free act and deed of said Apple Valley Economic
Development Authority.
Notary Public
Community Cares
Property
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PROJECT NAME:
Village Pointe Plaza
PROJECT DESCRIPTION:
• Preparation of Predevelopment Agreement
STAFF CONTACT:
Margaret Dykes, Planner
APPLICANT:
City of Apple Valley
ITEM:
EDA MEETING DATE:
SECTION:
DEPARTMENT/DIVISION:
Community Development Department
PROJECT NUMBER:
PC15-XX-XX
March 26, 2015
Consent
Action Requested
• Authorize staff to prepare agreements between the Apple Valley EDA and OneTwoOne
Development, LLC for the Village Pointe Plaza mixed-use development (Lot 1, Block 1,
Village at Founders Circle).
Project Summary/Issues
In 2014, the City was approached by a partnership of Ecumen and Lifestyle Communities, LLC to
develop the 3.65-acre lot southwest of the intersection of Galaxie Avenue and 153 Street W.,
commonly called the "Triangle Site". The City has acquired the property from Dakota County after
the site went through the tax forfeiture process. The City paid the County the $1,148,639 for the site
to prevent auction or further languishing in the marketplace. To assist with the site acquisition by the
proposed developer, now called OneTwoOne Development, LLC, the City applied for and received a
$1,148,639 LCDA grant from the Metropolitan Council. The City Council is anticipated to accept the
grant at its meeting of March 26 .
OneTwoOne Development, LLC has proposed a project called the Village Pointe Plaza, which is a
pedestrian-friendly, integrated mix of uses including 78 units of senior-owned cooperative housing,
retail, office, and a boutique grocery store. Ecumen would be the builder of the the senior
cooperative. By reducing site acquisition costs, the developer will be able to move forward with an
intensive, vertical mixed-use to provide lifecycle housing, and neighborhood commercial uses with an
innovative structured parking solution on the most prominent center parcel in the Central Village.
The proposed developer has requested the Apple Valley Economic Development Authority (EDA)
enter into a predevelopment agreement in order to provide assurances to their financing company that
the EDA will provide the LCDA grant to support acquisition of the property for the development.
The City Attorney has prepared a preliminary term sheet for discussion. If the EDA supports the
action, staff will prepare a predevelopment agreement that lays out the following:
• Transfer of the Triangle site from the City to the EDA and the developer
• Transfer of grant funds from the City to the EDA and the developer
• Payment of special assessments
• Development performance standards
• Timeline for submittal, review, and completion of project
• Project components
• Other items that may arise from discussions with the EDA and the developer
Budget Impact
None identified at this time. The funds will be used by the Apple Valley EDA to assist the developer
with site acquisition.
Attachment(s)
1. City Attorney Memo
2. Site Aerial 3. Village Pointe Plaza proposal
Dougherty
Molenda
So Ifest, Hills & Bauer P.A.
MEMORANDUM
To: Margaret M. Dykes, City Planner
From: Michael G. Dougherty, City Attorney
Date: March 18, 2015
Re: City of Apple Valley - Village Pointe Plaza
Our File No. 66-
14985 Glazier Avenue
Suite 525
Apple Valley, MN 55124
(952) 432-3136 Phone
(952) 432-3780 Fax
www.dmshb.com
The following are preliminary terms for the purpose of discussion:
1. Land. Lot 1, Block 1, Village at Founders Circle, Dakota County, Minnesota,
Dakota County PID 01-81750-01-010, commonly known as the triangle parcel
(the "Land"), located within the Central Village.
2. Project. A mixed-use development named Village Pointe Plaza, including senior
housing, retail, office and grocery uses, to be developed on the Land.
3. Parties.
a. City of Apple Valley ("City")
b. Apple Valley Economic Development Authority ("AVEDA")
c. OneTwoOne Development, LLC, a Minnesota limited liability company
("Developer")
d. Metropolitan Council ("Met Council")
4. Grant. Metropolitan Livable Communities Demonstration Account (LCDA) Grant
No. SG014-110 (the "Grant") was awarded by Met Council to City in the amount
of $1,148,639 (the "Grant Funds") to be used for site acquisition for the Village
Pointe Plaza project.
5. Development Assistance Agreement. AVEDA and Developer will enter into a
Development Assistance Agreement providing for a loan to Developer in the
amount of $1,148,639 (the "Development Assistance Funds") toward the
acquisition of the Land for the Project, secured by a mortgage on the Land. The
Development Assistance Agreement will provide that the loan will be forgiven if
certain conditions are met (conditions to be determined). The form of the Note
and Mortgage will be attached as exhibits to the Development Assistance
March 18, 2015
Page 2 of 2
Agreement. The Development Assistance Agreement will provide that AVEDA
will subordinate its mortgage to a mortgage granted by Developer to secure
construction financing, subject to terms and conditions in the Development
Assistance Agreement.
6. Purchase of Land by Developer. Developer will purchase the Land from City for a
purchase price of $1,148,639 pursuant to a Purchase Agreement to be made
between City and Developer.
7. Waiver of Objection to Special Assessments. The Purchase Agreement will
require Developer to sign and deliver at closing a Waiver of Objection to Special
Assessments in the principal amount of $1,344,770 payable over 10 years
together with interest at the rate of 5% per year. The first installment shall be due
and payable the year following the closing.
8. Closing.
a. The City will wire the Grant Funds in the amount of $1,148,639 to the title
company prior to closing, representing the Development Assistance
Funds.
b. The Development Assistance Funds shall be applied toward the purchase
price of the Land at closing and the net proceeds will be wired to the City.
c. The Developer will deliver the Note and Mortgage to AVEDA at closing.
d. The Developer will deliver the Waiver of Objection to Special
Assessments to the City at closing.
www.dmshb.com
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City of Apple
Val ey
TO: Economic Development Authority, and
Tom Lawell, Executive Director
FROM: Ron Hedberg, Finance Director
DATE: March 20, 2015
SUBJECT: Resolution Approving and Authorizing the Execution of Assignment of
Development Agreement from Spowd Developments, Inc to AVBC, LLC
MEMO
Finance Department
Introduction:
In June 2012 the EDA entered into a development agreement with Spowd Developments, LLC for the
development of the Apple Valley Business Campus located in TIF District No.14 along the newly
constructed 147 St. The development agreement provided for the development of 21 acres,
comprised of two separate phases including four buildings, totaling 228,928 square feet of office/
show room/ warehouse with a market value of $11.3 million.
Spowd Developments, LLC is requesting a transfer of the development agreement to a new company,
AVBC, LLC.
Discussion:
The developer obligations included, building a minimum of two buildings, employing at least 40
people and maintaining the property as a rental commercial building during the term of the TIF
District. The developer has met all the requirements except for maintaining the property as an ongoing
rental commercial property over the life of the TIF district, which is a function of time.
The development agreement includes a pay as you go TIF district, with the costs incurred secured by
the property in the form of a special assessment levied against the property. The agreement included a
Tax Increment Revenue Note which is the instrument that provides the pay as you go financing feature
whereby the developer will receive 90% of available tax increment revenue each year.
The original Tax Increment Revenue Note was executed with Spowd Developments, Inc and Spowd
is requesting that the rights and responsibilities included be transferred to a new entity, AVBC, LLC.
AVBC, LLC is owned by Spowd Developments.
Action Requested
Adopt Resolution approving and authorizing the execution of assignment of development
agreement.
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. EDA-15
RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF ASSIGNMENT OF
DEVELOPMENT AGREEMENT
WHEREAS, the Apple Valley Economic Development Authority entered into a
Development Agreement, dated June 4, 2012, (the "Development Agreement") with Spowd
Developments, LLC, a Minnesota limited liability company (the "Developer"). The Developer
desires to assign its interest in the Development Agreement and the Note (as defined in the
Development Agreement) pursuant to an Assignment and Assumption of Rights and Obligations
Agreement (the "Assignment") by and between the Developer and AVBC, LLC, a Minnesota
limited liability company.
WHEREAS, a draft of the Assignment has been submitted to the Board of
Commissioners for approval.
BE IT RESOLVED by the Board of Commissioners of the Apple Valley Economic
Development Authority, that the Board of Commissioners hereby approves the Assignment in
substantially the form submitted, and the President and the Secretary are hereby authorized and
directed to execute the Assignment on behalf of the Authority. In the absence of the President or
the Secretary, any document authorized by this resolution to be executed may be executed by an
acting or duly designated official.
Member introduced the foregoing resolution and moved its adoption
and the foregoing resolution was duly seconded by member , and after full
discussion thereof and upon vote being taken thereon, the following voted in favor thereof:
Attest:
Secretary
6972466v1
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
President
This instrument drafted by:
Briggs and Morgan, Professional Association (MLI)
2200 First National Bank Bldg.
Saint Paul, Minnesota 55101
6972480v1
ASSIGNMENT AND ASSUMPTION OF
RIGHTS AND OBLIGATIONS AGREEMENT
1. The Parties:
(a) SPOWD DEVELOPMENTS LLC, a Minnesota limited liability company, with a
mailing address of 23300 Grandview Trail,. Lakeville, Minnesota 55044 and a Developer under a
Developer's Agreement with the Apple Valley Economic Development Authority, Minnesota
(the "Authority"), dated June 4, 2012 (the "Development Agreement"), is hereinafter referred to
as Assignor.
(b) AVBC, LLC, a Minnesota limited liability company, with a mailing address of
23300 Grandview Trail, Lakeville, MN 55044 and a Developer under the Development
Agreement, is hereinafter referred to as Assignee.
2. Date:
(a) This Assignment and Assumption of Rights and Obligations Agreement (the
"Agreement") is dated and shall be effective on March , 2015.
3. Recitals:
(a) Assignor is the beneficiary of a promise by the Authority, pursuant to the
Development Agreement and the Note, as defined therein (the "Original Note"), to pay the
Developer certain amounts as provided therein.
(b) The Original Note dated as of July 7, 2013, is lost and is hereby cancelled and a
new note (the "Note") shall be reissued as attached hereto as Exhibit A.
(c) The Assignor desires to assign its rights, and be released from all of its duties,
obligations and responsibilities under the Development Agreement to the Assignee and the
Assignee is willing to accept such rights and assume all duties, obligations and responsibilities
under the Development Agreement.
NOW THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
4. Assignment of Development Agreement and Note: The Assignor hereby assigns,
transfers and quitclaims all rights, duties, obligations and responsibilities under the Development
Agreement and the Note to the Assignee, subject to the terms of this Agreement. The Assignee
hereby accepts such rights and assumes such duties, obligations and responsibilities under the
Development Agreement, subject to the terms of this Agreement.
5. Covenants of Assignor: The Assignor warrants:
(a) The Assignor is the owner of the Developer's interest in the Development
Agreement assigned by this instrument and all of the rights which the Development Agreement
purports to create, with full right to convey the same.
6972480v1
2
(b) The Development Agreement is now unencumbered, valid, and in full force and
effect in accordance with its terms.
(c) All amounts due on or before the date hereof from the Assignor under the
Development Agreement have been paid in full as of the date hereof and there are no setoffs,
defenses, or counterclaims on the part of the Assignor to the payment or performance of the
obligations under the Development Agreement.
(d) The Assignor, to the best of its knowledge, is not in default under any of the
terms, conditions or covenants of the Development Agreement.
(e) The Assignor hereby agrees to indemnify and hold the Assignee and the Authority
harmless from all claims by third parties arising prior to the date of this Assignment, as provided
in the Development Agreement.
6. Covenants of Assignee:
(a) As a condition of the assignment herein, the Assignee hereby expressly assumes
the duties, obligations and responsibilities of the Assignor as the "Developer" under the
Development Agreement.
(b) The Assignee hereby expressly subordinates its rights under this Assignment to
the rights of the Authority under the Development Agreement, and further expressly agrees to
take no action in derogation of any other rights of the Authority under the Development
Agreement.
(c) The Assignee acknowledges that it may not re-assign the Developer's rights under
the Development Agreement without the express prior written consent of the Authority or as
provided in the Development Agreement.
(d) The Assignee certifies that it has the qualifications and financial responsibility
necessary and adequate to fulfill the obligations undertaken by the Developer in the
Development Agreement.
(e) The Assignee hereby agrees to indemnify and hold the Assignor and the Authority
harmless from all claims by third parties arising from and after the date of this Assignment, as
provided in the Development Agreement.
7. Assignee Default: In the event the Assignee defaults under the terms and obligations of
the Development Agreement assigned hereunder and does not cure the default in accordance
with the terms of the Development Agreement, the Assignee acknowledges the Authority has the
right to pursue any remedies against the Assignee as provided in the Development Agreement
without any notice to and without seeking any remedy from the Assignor.
8. Governing Law: It is agreed that this Assignment shall be governed by, construed and
enforced in accordance with the laws of the State of Minnesota.
6972480v1
3
9. Attorneys Fees: In the event that any action is filed in relation to this Assignment, the
unsuccessful party in the action shall pay to the successful party, in addition to all the sums that
either party may be called on to pay, a reasonable sum for the successful party's attorneys' fees.
10. Partial Invalidity: The invalidity of any portion of this Assignment will not and shall
not be deemed to affect the validity of any other provision. In the event that any provision of this
Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed
to be in full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
11. Entirety of Agreement: This Assignment shall constitute the entire agreement between
the parties and any prior understanding or representation of any kind preceding the date of this
Assignment shall not be binding upon either party except to the extent incorporated in this
Agreement.
12. Modification: Any modification of this Agreement or additional obligation assumed by
either party in connection with this Assignment shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
13. Paragraph Headings: The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify, simplify, or aid in the
interpretation of the provisions of this Agreement.
14. Execution in Counterparts: This Agreement may be executed, acknowledged and
delivered in any number of counterparts and each of such counterparts shall constitute an original
but all of which together shall constitute one agreement.
6972480v1
4
IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed on
this day of March, 2015.
ASSIGNOR:
SPOWD DEVELOPMENTS LLC
a Minnesota limited liability company
By:
Its: Chief Manager
STATE OF MINNESOTA )
) SS
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of
2015, by , the Chief Manager of Spowd Developments LLC, a
Minnesota limited liability company, on behalf of said limited liability company.
[Notarial Stamp]
6972480v1
Notary Public
S-1
ASSIGNEE:
AVBC, LLC
a Minnesota limited liability company
By
Its
STATE OF MINNESOTA )
)SS
COUNTY OF DAKOTA )
The foregoing instrument was acknowledged before me this day of
2015, by , the of AVBC, LLC, a Minnesota
limited liability company, on behalf of said limited liability company.
[Notarial Stamp]
6972480v1
Notary Public
S-2
The Apple Valley Economic Development Authority, Minnesota, by its undersigned
designated representatives, hereby expressly consents to the assignment of the Development
Agreement by Spowd Developments LLC, pursuant to the terms and conditions of the foregoing
Assignment and Assumption of Rights and Obligations. Upon the effective date of the
Assignment, the Assignor shall be released from all of his duties, obligations and responsibilities
under the Development Agreement.
STATE OF MINNESOTA )
)SS
COUNTY OF DAKOTA )
[Notarial Stamp]
6972480v1.
CONSENT AND AC OWLEDGMENT OF
THE APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
APPLE VALLEY ECONOMIC DEVELOPMENT
AUTHORITY, MINNESOTA
By
President
and
By
Secretary
The foregoing instrument was acknowledged before me this day of
2015, by , the President and Pamela J. Gackstetter, the Secretary of the
Apple Valley Economic Development Authority, Minnesota, a body corporate and politic,
organized and existing under the laws of the State of Minnesota, on behalf of said Authority.
Notary Public
S -3
EXHIBIT A
No. R -2 $1,700,000
The Apple Valley Economic Development Authority, Minnesota (the "Authority "),
hereby acknowledges itself to be indebted and, for value received, hereby promises to pay the
amounts hereinafter described (the "Payment Amounts ") to AVBC, LLC (the "Developer ") 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 original note issued to Spowd Developments LLC ( "Spowd ") registered R -1 and
dated July 9, 2013 (the "Original Note ") has been assigned to the Developer pursuant to that
certain Assignment an Assumption of Rights and Obligations Agreement, dated March
2015 (the "Assignment Agreement "). The Original Note has been lost and is being reissued as
registered R -2 ( "Note" or the "Note ").
The principal amount of this Note shall equal from time to time the principal amount
stated above, as reduced to the extent that such principal installments shall have been paid in
whole or in part pursuant to the terms hereof; provided that the sum of the principal amount
listed above shall in no event exceed $1,700,000 as provided in that certain Development
Assistance Agreement, dated as of June 4, 2012, between the Authority and Spowd, as the same
may be amended from time to time (the "Development Assistance Agreement "), by and between
the Authority and the Developer, and the Development Assistance Agreement being assigned by
Spowd to the Developer pursuant to the Assignment Agreement. The unpaid principal amount
of the Note shall bear simple, non - compounding interest from the date of issuance of the Note, at
3.6% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve
(12) 30-day months.
The amounts due under this Note shall be payable on August 1, 2015, and on each
February 1 and August 1 thereafter to and including February 1, 2023, or, if the first should not
be a Business Day (as defined in the Development Assistance Agreement), the next succeeding
Business Day (the "Payment Dates "). On each Payment Date the Authority shall pay by check
or draft mailed to the person whom was the Registered Owner of this Note at the close of the last
business day preceding such Payment Date an amount equal to the sum of the Tax Increments
(hereinafter defined) received by the Authority during the six month period preceding such
Payment Date. All payments made by the Authority under this Note shall first be applied to
accrued interest and then to principal.
6972480v1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
TAX INCREMENT REVENUE NOTE
(APPLE VALLEY BUSINESS CAMPUS PROJECT)
The Payment Amounts due hereon shall be payable solely from 90% of tax increments
(the "Tax Increments") from the Development Property (as defined in the Development
Assistance Agreement) within the Authority's Tax Increment Financing District No. 14 (the "Tax
Increment District") within its Master Development District 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 "Tax Increment Act"). This Note shall terminate and be of no further force and effect
following: (i) the last Payment Date defined above; (ii) on any date upon which the Authority
shall have terminated the Development Assistance Agreement under Section 4.2(2) thereof or the
Developer shall have terminated the Development Assistance Agreement under Article V
thereof; (iii) on the date the Tax Increment District is terminated; or (iv) on the date that all
principal payable hereunder shall have been paid in full, whichever occurs earliest.
The Authority makes no representation or covenant, express or implied, that the 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 Development Assistance Agreement shall have occurred and
be continuing at the time payment is due hereunder, but subject to the terms and conditions under
the Development Assistance Agreement such unpaid amounts may become payable if said Event
of Default shall thereafter have been timely cured. Further, if pursuant to the occurrence of an
Event of Default under the Development Assistance Agreement the Authority elects to cancel
and rescind the Development Assistance 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
Development Assistance Agreement, 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 Authority and neither the
full faith and credit nor the taxing powers of the Authority are pledged to the payment of the
principal of this Note and no property or other asset of the Authority, save and except the above-
referenced 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 the Tax
Increment Act.
This Note may be assigned only with the consent of the Authority which consent shall
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.
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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, Apple Valley Economic Development Authority, Minnesota,
by its Board of Commissioners, has caused this Note to be executed by the manual signatures of
its President and Secretary and has caused this Note to be dated as of March , 2015.
President Secretary
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It is hereby certified that the foregoing Note was registered in the name of AVBC, 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.
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NAME AND ADDRESS OF
REGISTERED OWNER REGISTRATION EDA SECRETARY
AVBC, LLC
2300 Grandview Trail
Apple Valley, MN 55044
CERTIFICATION OF REGIST # TION
March , 2015
4
DATE OF SIGNATURE OF