HomeMy WebLinkAbout09/24/15 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, September 24, 2015, at 6:00 p.m.
to consider the items listed in the following agenda:
SEPTEMBER 24, 2015
ECONOMIC DEVELOPMENT AUTHORITY MEETING
TENTATIVE AGENDA
6:00 p.m.
(Please note: The meeting will start at 6:30 p.m.)
1. Call to Order
2. Approval of Agenda
3. Approval of Minutes of July 23, 2015
4. Approval of Consent Agenda Items*:
None
5. Regular Agenda Items:
A. Hold Public Hearing Granting a Business Subsidy to Karamella, LLC for the Construction
of a Manufacturing Facility, in Tax Increment Financing District No. 17
6. EDA Items and Communications.
(For items EDA wishes to discuss)
7. Staff Updates:
A. Job Creation Fund Application for Abdallah Candies
B. Other 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
(Agendas are
ECONOMIC DEVELOPMENT AUTHORITY
City of Apple Valley
Dakota County, Minnesota
July 23, 2015
Minutes of the meeting of the Economic Development Authority of Apple Valley, Dakota County,
Minnesota, held July 23, 2015, at 6:00 p.m., at Apple Valley Municipal Center.
PRESENT: Commissioners Bergman, Grendahl, Goodwin, Hamann-Roland, Hooppaw and
Melander
ABSENT: Commissioner Maguire
City staff members present were: Executive Director Tom Lawell, City Attorney Michael
Dougherty, Community Development Director Bruce Nordquist, Finance Director Ron Hedberg,
Planner Margaret Dykes and Department Assistant Joan Murphy.
Meeting was called to order at 6:00 p.m. by President Goodwin.
APPROVAL OF AGENDA
MOTION: of Hamann-Roland, seconded by Hooppaw, approving the agenda. Ayes - 6 - Nays
- 0.
APPROVAL OF MINUTES
MOTION: of Bergman, seconded by Grendahl, approving the minutes of the meeting of May
28, 2015, as written. Ayes - 5 - Nays - 0. Abstain — 1 (Melander)
CONSENT AGENDA
None
REGULAR ITEMS
None
EDA ITEMS AND COMMUNICATIONS
Commissioner Bergman asked for an update on the former BP gas station.
Mr. Nordquist stated that all soil concerns have been addressed. Bank of America will be starting
construction soon.
7. STAFF UPDATES
A. Mixed Business Campus Discussion.
Economic Development Authority
City of Apple Valley
Dakota County, Minnesota
July 23, 2015
Page 2
Community Development Director Bruce Nordquist stated that a review and discussion is planned
over the next few Planning Commission meetings concerning the Mixed Business Campus
designation in the 2030 Comprehensive Plan.
The 2030 Comprehensive was adopted by the City Council on January 14, 2010. A prior action
taken by the City Council in May, 2009, directed staff "to review and update the City Council
every five years on development and continued viability of the Mixed Business Campus." It is
appropriate to keep the EDA informed of this process as well.
It has been five years since the adoption of the 2030 Comprehensive Plan. The Planning
Commission has conducted its first meeting on July 15. Future Planning Commission meetings
will discuss marketing, development, official actions and viability of the Mixed Business Campus
to provide an update to the City Council and Economic Development Authority.
Discussion followed.
B. Village Pointe Plaza
Planner Margaret Dykes reviewed the Purchase Agreement between the City and OneTwoOne
Development, LLC for the acquisition of Lot 1, Block 1, Village at Founders Circle, a 3.65 -acre
lot southwest of the intersection of Galaxie Avenue and 153rd Street W., commonly called the
"Triangle Site ". Earlier this year, the City received a $1,148,639 Livable Communities
Development Account (LCDA) Grant from the Metropolitan Council to help a developer acquire
the site from the City through the Apple Valley Economic Development Authority ( AVEDA).
The City acquired the property from Dakota County after the site went through the tax forfeiture
process, and paid the County the $1,148,639 for the site to prevent auction or further languishing
in the marketplace. The City was approached by Cooperative Lifestyle Group, LLC, now
OneTwoOne Development, LLC (the developer), a partnership of Ecumen and Lifestyle
Communities, LLC, in April 2014 to develop the Village Pointe Plaza project, which is a
pedestrian- friendly, integrated mix of uses including 78 units of senior -owned housing, retail,
office, and a boutique grocery store. In January 2015, the Metropolitan Council approved the
grant request of $1,148,639. The funds will be used for site acquisition in order to convey the
property to the developer so that they may 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. In March 2015,
AVEDA directed City staff to draft a predevelopment agreement. The purchase agreement is the
initial agreement that will assist the developer in obtaining private financing for the project.
Additional actions will need to be taken by the City and AVEDA prior to the transfer of the
property, including the subdivision of the property creating separate lots for the senior housing and
commercial uses; various agreements for the development; and business subsidy agreements for
the LCDA funds.
Economic Development Authority
City of Apple Valley
Dakota County, Minnesota
July 23, 2015
Page 3
These will need to occur over the next 18 months, or City may cancel the sale of the property to
the developer. The Purchase Agreement assists the developer in obtaining additional private
financing from lenders. The City and AVEDA are not providing any additional assistance beyond
the site acquisition grant and the payment of special assessments over time.
Tim Nichols, OneTwoOne Development, provided additional information.
Discussion followed.
ADJOURNMENT
MOTION: of Hamann-Roland, seconded by Hooppaw, to adjourn. Ayes - 6 - Nays - 0.
The meeting was adjourned at 6:50 p.m.
Respectfully Submitted,
n Murphy, Departme t Assi
Approved by the Apple Valley Economic Development Authority on
City of Apple
Valley
TO:
FROM:
DATE:
SUBJECT:
•••
••••
•••••
••••
•••
President, Economic Development Authority Commissioners, and
Tom Lawell, Executive Director
Ron Hedberg, Finance Director
September 15, 2015
MEMO
Finance Department
Conduct Public Hearing to Consider Amendments to the Master Development
District to include TIF District 17
Adopt Resolution Approving Amendments to Master Development Program, the
Establishment of Tax Increment Financing District No. 17 and Approving the Tax
Increment Financing Plan Therefor and Approving Business Subsidy
Introduction
A public hearing has been scheduled for September 24, 2015 to consider a modification to the Master
Development Program and the establishment of Tax Increment Financing District No. 17 to address
a new project and the provision of a business subsidy. Prior to the establishment of any new Tax
Increment Financing (TIF) it is necessary to amend the Master Development District to include
the TIF plan for the new district. In related actions, Economic Development Authority is asked to
conduct a public hearing and act on the TIF plan in addition to the adoption of the Development
Assistance Agreement the same evening the City Council is asked to conduct a public hearing and
consider adopting the amendments to the TIF plan.
The City and EDA have received a request for financial assistance from Karamella, LLC to assist
in the construction of a new facility located at 147 St and Johnny Cake Ridge Road by offset a
portion of the development cost. One of the pieces of the assistance being considered is in the form
of a pay as you go Economic Development TIF District. In addition to this TIF assistance, Karamella
will be submitting a Job Creation Fund application for assistance from the State of Minnesota.
Information on that application can be found in a staff report from Margaret Dykes
In a pay as you go TIF District the property owner privately finances and documents eligible TIF
costs for the project and the increase in the property value as a result of the project is captured and a
portion of the taxes paid are returned to the property owner in the form of assistance. The risk in this
type of district remains with the property owner and if the actual taxes generated are lower than
projections the owner will receive less assistance. An Economic Development TIF District has a life
of 8 years from the date of the first TIF receipt.
Discussion:
The first phase of the project includes the construction of a 73,700 square foot manufacturing and
retail facility with an estimated taxable value of $4,051,000. The retail component of the project is
approximately 4,200 square feet and the manufacturing component will be approximately 69,500
square feet. The second phase of the project contemplates the addition of 46,341 square feet with an
estimated taxable value of $2,549,000. The inclusion of the second phase of the project in the
Economic Development Authority
Establishment of TIF No. 17
September 15, 2015
Page 2
original TIF plan provides an incentive for the property owner to create additional taxable value in
the district to achieve the maximum amounts provided for the TIF plan.
The TIF plan was based on the assumption that the increase in taxable value is to be $6,600,000,
which includes both phases. The TIF plan includes estimated total TIF collections of $1,010,000 over
the life of the district, resulting in available tax increment returned to the property owner of
approximately $908,000, with a present value of 736,000, see exhibit G of the TIF Plan. The present
value of $736,000 would be in the form of a pay as you go TIF Note. The TIF note caps the present
value amount that would be returned to the owner at the $736,000, repaid with interest at a rate of
4 %. If the resulting values are higher and the TIF collections are also higher the $736,000 TIF note
would be repaid quicker and the district would then be required to be decertified when the note is
retired.
Estimated Tax Increment Revenues
(from tax increment generated by the district)
Tax increment revenues distributed from the county $1,010,000
Interest and investment earnings $100,000
Sales /lease proceeds $0
Total Estimated Tax Increment Revenues $1,110,000
Estimated Project /Financing Costs
(to be paid or financed with tax increment)
Project costs
Land /building acquisition $736,000
Site improvements /preparation costs $100,000
Other qualifying improvements $ 0
Administrative costs $101,000
Estimated Tax Increment Project Costs $937,000
Estimated financing costs
Interest expense $173,000
Total Estimated Project /Financing Costs to be Paid from Tax $1,110,000
Increment
Estimated Financing
Total amount of bonds to be issued
Note: Figures have been rounded
Projected Tax Increment Plan
City of Apple Valley, Minnesota
Tax Increment Financing District No. 17
Karam ells
Total
(Per TIF Plan)
$937,000
Economic Development Authority
Establishment of TIF No. 17
September 15, 2015
Page 3
Staff Recommendation
Following the conclusion of the public hearing, Staff recommends the adoption of the attached
resolution approving modifications to the Master Development District including approving the
TIF plans for District No. 17 for inclusion.
Action Requested:
• Conduct Public Hearing to Consider Amendments to the Master Development
District to include TIF District 17
• Adopt Resolution Approving Amendments to Master Development Program, the
Establishment of Tax Increment Financing District No. 17 and Approving the Tax
Increment Financing Plan Therefor and Approving Business Subsidy
Attachrnents:
• Resolution
. Amendments to Master development Program and Establishment of TIF District No. 17
• Development Assistance Agreement
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. EDA-15-
HELD: SEPTEMBER 24, 2015
A RESOLUTION APPROVING AMENDMENTS TO MASTER DEVELOPMENT
PROGRAM, THE ESTABLISHMENT OF TAX INCREMENT FINANCING DISTRICT NO.
17 AND APPROVING THE TAX INCREMENT FINANCING PLAN THEREFOR AND
APPROVING BUSINESS SUBSIDY
A. WHEREAS, the Apple Valley Economic Development Authority ("EDA") and
the City of Apple Valley, Minnesota (the "City") have adopted a Master Development Program
and established the Master Development District and created Tax Increment Financing Districts
within the Master Development District and adopted Tax Increment Financing Plans with respect
to these Tax Increment Districts pursuant to Chapter 469 of the Minnesota Statutes in an effort to
encourage development and redevelopment of certain designated areas within the City, which
program, plans and districts have been amended from time to time; and
B. WHEREAS, it has been proposed that the City establish Tax Increment Financing
District No. 17 ("TIF District No. 17") as an economic development district and adopt a Tax
Increment Financing Plan therefor (the "TIF Plan"); and
C. WHEREAS, Karamella, LLC (the "Company") proposes to construct
manufacturing facilities to be operated by Abdallah Incorporated in the City (the "Project"). The
Company has requested that the EDA provide financial assistance to the Company for the Project
by granting of a business subsidy (the "Business Subsidy") and entering into a Development
Assistance Agreement among the Authority, the Company and Abdallah Incorporated (the
"Agreement"); and
D. WHEREAS, on the date hereof, the Board of Commissioners (the "Board") held a
public hearing on the question of the Business Subsidy, and said hearing was preceded by at least
10 days prior published notice thereof; and
E. The Business Subsidy is authorized under Minnesota Statutes, Sections 116J.993
through 116J.995 (the "Business Subsidy").
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the EDA
as follows:
1. The Program and the TIF Plan are hereby approved.
2. The Board hereby approves the Agreement and the EDA's assistance for the
Project in substantially the form submitted, and the President and the Secretary are hereby
authorized and directed to execute the Agreement on behalf of the EDA.
3. The approval hereby given to the Agreement includes approval of such additional
details therein as may be necessary and appropriate and such modifications thereof, deletions
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therefrom and additions thereto as may be necessary and appropriate and approved by the EDA
officials authorized by this resolution to execute the Agreement. The execution of the
Agreement by the appropriate officer or officers of the EDA shall be conclusive evidence of the
approval of the Agreement in accordance with the terms hereof.
Adopted this 24th day of September, 2015.
Attest:
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Pamela J. Gackstetter, Secretary
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Tom Goodwin, President
Member introduced the foregoing resolution and moved its adoption.
The motion for adoption of the foregoing resolution was duly seconded by member
and upon a vote being taken thereof, the following voted in favor:
and the following voted against same:
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Whereupon said resolution was declared duly passed and adopted.
3
STATE OF MINNESOTA )
ss.
COUNTY OF DAKOTA )
I, the undersigned, being the duly qualified and acting City Secretary of the Apple Valley
Economic Development Authority, DO HEREBY CERTIFY that the attached resolution is a true
and correct copy of an extract of minutes of a meeting of the Board of Commissioners of the
Apple Valley Economic Development Authority duly called and held, as such minutes relate to
the establishment of TIF District No. 17 and the approval of a business subsidy agreement.
WITNESS my hand as such Secretary of the Apple Valley Economic Development
Authority this day of September, 2015.
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Secretary
This document was drafted by:
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Amendments Relating to the Apple Valley
Master Development District
Including Amendment of its Master Development Program
and
Establishment of Tax Increment Financing District No. 17 and
Approval of its Tax Increment Financing Plan
With Financial Infon provided by:
September 24, 2015
Briggs and Morgan (MLI)
2200 First National Bank Building
332 Minnesota Street
Saint Paul, Minnesota 55101
Northland Securities, Inc.
45 South 7 Street
Suite 2000
Minneapolis, Minnesota 55402
SECTION I
AMENDMENT OF MASTER DEVELOPMENT PROGRAM FOR
APPLE VALLEY MASTER DEVELOPMENT DISTRICT
Section 1.01 Definitions. The terms defined below, for purposes hereof, shall have the
following respective meanings, unless the context specifically requires otherwise. As used
herein, the term "development" includes redevelopment, and the term "developing" includes
redeveloping.
"City" means the City of Apple Valley, Minnesota.
"Council" means the City Council of the City, its governing body.
"County" means Dakota County, Minnesota.
"EDA" means the Apple Valley Economic Development Authority.
"Enabling Act" means Minnesota Statutes, Sections 469.090 to 469.1082, and all powers
and statutes referenced therein, including Minnesota Statutes, Sections 469.001 through 469.047,
and 469.124 through 469.133, as amended.
"Master Development District" means the Apple Valley Master Development District, as
established on May 18, 1990, including without limitation the areas of the City encompassed
therein, and constituting initially a consolidation of Master Development District Nos. 1 and 2,
as said Master Development District has been or may be amended; as shown on Exhibit A
attached hereto.
"Master Development District No. 1" means that certain Master Development District of
the City established on October 14, 1982, pursuant to Council Resolution No. 1982 -133, as
amended.
"Master Development District No. 2" means that certain Master Development District of
the City originally established as Master Development District No. 1 on July 14, 1983, pursuant
to Council Resolution No. 1983 -99 (which Master Development District was redesignated from
"No. 1" to "No. 2" on September 13, 1984), as amended.
"Master Development Program" means the Master Development Program adopted on
May 18, 1990, for the development of the Master Development District, constituting initially an
integration of Master Development Program Nos. 1 and 2, as said Master Development Program
has been, is hereby or may be amended.
"Master Development Program No. 1" means the Master Development Program for
Master Development District No. 1, as originally adopted on October 14, 1982, pursuant to
Council Resolution No. 1982 -133, as amended.
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"Master Development Program No. 2" means the Master Development Program for
Master Development District No. 2, as originally adopted on July 14, 1983, pursuant to Council
Resolution No. 1983 -99, as amended.
"Project Area" means the real property within the City constituting the Master
Development District, which includes all areas within the corporate limits of the City.
"Public Costs" means the repayment of debt service on any Tax Increment Bonds, the
costs set forth in Sections 1.03, 2.05, 2.06 and 2.14 of the Tax Increment Financing Plan for Tax
Increment Financing District No. 17, and any other costs eligible to be financed by Tax
Increments under Minnesota Statutes, Section 469.176, Subdivision 4.
"State" means the State of Minnesota.
"Tax Increment District" means any tax increment financing district established pursuant
to the Tax Increment Act within the Master Development District, as amended.
"Tax Increment Act" means Minnesota Statutes, Sections 469.174 through 469.1794, as
amended.
"Tax Increment Bonds" means any tax increment bonds issued by the City to finance the
Public Costs of the Master Development District as stated in the Master Development Program
and in the Tax Increment Financing Plan for Tax Increment Financing District No. 17, and any
obligations issued to refund such bonds.
"Tax Increment Plans" means the respective tax increment financing plans adopted
pursuant to the Tax Increment Act for the Tax Increment Districts, respectively, as amended.
Section 1.02 Background and Purposes. The City established Master Development
District Nos. 1 and 2 and adopted their respective Master Development Program Nos. 1 and 2
pursuant to the Minnesota Municipal Master Development District Act, formerly codified as
Minnesota Statutes, Chapter 472A, and now codified in Minnesota Statutes, Sections 469.124
through 469.133, as amended, and the City established a certain Tax Increment District within
Master Development District No. 1 and adopted its Tax Increment Plan pursuant to the Tax
Increment Act. The City has also established Tax Increment Financing District Nos. 1 through
15 within Master Development District No. 2 and adopted their respective Tax Increment Plans
pursuant to the Tax Increment Act. Additional Tax Increment Districts have been established
within the Master Development District.
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On May 18, 1990, the following actions were taken by the City:
(1) The Master Development District was established as initially the
consolidation of Master Development District Nos. 1 and 2, each project area being
expanded to become coterminous with the other.
(2) The Master Development Program was adopted, constituting initially the
integration of Master Development Program Nos. 1 and 2.
2
(3) The Master Development District was enlarged and it was further
provided that such enlargement, together with every future enlargement thereof, would
constitute and be deemed to be an enlargement of both Master Development District Nos.
1 and 2.
(4) The Master Development Program was amended to include additional
public development goals, activities, and costs and it was further provided that said
amendment, together with every future amendment thereof, would constitute and be
deemed to be an amendment of both Master Development Program Nos. 1 and 2.
Pursuant to the Enabling Act, and pursuant to the Council's Resolution No. 1990 -15,
adopted on January 11, 1990, the City established the EDA and, pursuant to the Council's
Resolution No. 1990 -40, adopted on February 8, 1990, the City authorized the EDA to assume
the management, operation, control, and authority of the City's Master Development District
(including all Tax Increment Districts therein and their related Tax Increment Plans), as such
transfer and assumption are allowed and permitted pursuant to Minnesota Statutes, Section
469.094. On February 8, 1990, the EDA adopted its Resolution No. EDA -90 -4, which accepted
such responsibility and control of the Master Development District, the Master Development
Program, and the Tax Increment Districts and Plans.
Subsequent to the establishment of the Master Development District and the adoption of
its Master Development Program, the EDA and the Council have approved a number of
amendments and supplements to the Master Development District, the Master Development
Program, and the Tax Increment Districts and Plans, respectively, including without limitation
certain amendments approved on December 10, 1992, pursuant to which the Master
Development Program was designated as and found to constitute a "redevelopment plan" within
the meaning of Minnesota Statutes, Section 469.002, Subdivision 16, and the Master
Development District was designated as and found to constitute a "redevelopment project"
within the meaning of Minnesota Statutes, Section 469.002, Subdivision 14. On March 11, 2010
the Master Development District was enlarged and the Master Development Program was
amended to reflect additional goals, objectives and activities.
Section 1.03 Amendment of Master Development Program. The Master Development
Program is hereby amended to include the estimated and additional project costs and
development goals, activities and costs described in Section II. These costs are anticipated to be
made or incurred within the Project Area and financed in whole or in part by tax increment or
other revenues available to the EDA and /or the City.
In addition, the EDA intends to pay from available tax increment such qualifying
administrative costs as may be permitted by but subject to the applicable limitations provided in
the Tax Increment Act.
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SECTION II
THE TAX INCREMENT FINANCING PLAN FOR
TAX INCREMENT FINANCING DISTRICT NO. 17
Section 2.01 Parcel(s) to be Included in Tax Increment Financing District No. 17. Tax
Increment Financing District No. 17 is described on the attached Exhibit B and includes the
parcel identification number(s) or legal description and adjacent rights -of -way set forth on the
attached Exhibit B.
Section 2.02 Property to be Acquired. The City reserves the right to acquire any
property within Tax Increment Financing District No. 17.
Section 2.03 Statement of Objectives; Development Activity in the Master
Development District for Which Contracts Have Been Signed. Tax Increment Financing District
No. 17 is being established to achieve the objectives of the Master Development Program. The
City intends to enter into a development agreement with respect to the construction of a
manufacturing facility, consisting of 2 phases, to be developed within Tax Increment Financing
District No. 17 (the "Project "). No contract has been signed prior to the establishment of Tax
Increment Financing District No. 17.
Section 2.04 Other Specific Development Expected to Occur within the Master
Development District. It is anticipated that development will occur within the Master
Development District. Additional development may occur in the Master Development District in
the future; however, no contracts have been entered into at this time with respect to such
development. The nature and tinning of further development cannot accurately be predicted at
this time.
Section 2.05 Estimated Public Costs. The estimated total Public Costs to be paid from
Tax Increments is described in Exhibit C.
Section 2.06 Estimated Amount of Bonded Indebtedness. It is anticipated that General
Obligation Tax Increment Bonds will not be issued to finance the estimated Public Costs of the
Master Development Program. The City intends to use tax increment financing to reimburse the
developer on a pay -as- you -go basis in an amount not to exceed S736,000 for costs of land
acquisition and site improvements related to the Project and administrative expenses of Tax
Increment Financing District No. 17. The City, however, reserves the right to issue General
Obligation Tax Increment Bonds estimated not to exceed $937,000 to finance said project costs.
Section 2.07 Sources of Revenue. The revenues to pay the Public Costs of the Master
Development District are the proceeds of the Tax Increments, Tax Increment Bonds and any
other available sources of revenue, including interfund loans, which the City may apply to pay
Public Costs.
Section 2.08 Estimated Recent Net Tax Capacity. The estimated net tax capacity of all
taxable property in Tax Increment Financing District No. 17 as most recently certified by the
Commissioner of Revenue of the State of Minnesota, being the certification made in 2015 with
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respect to the net tax capacity of such property as of January 2, 2014, for taxes payable in 2015 is
estimated to be $19,069.
Section 2.09 Estimated Captured Net Tax Capacity and Computation of Tax Increment.
Each year the County Auditor will measure the amount of increase or decrease in the total net tax
capacity value of Tax Increment Financing District No. 17 to calculate the Tax Increments
payable to the City. In any year in which there is an increase in total net tax capacity in Tax
Increment Financing District No. 17 above the original net tax capacity, Tax Increments will be
payable to the City. In any year in which the total net tax capacity in Tax Increment Financing
District No. 17 declines below the net tax capacity, no net tax capacity will be captured and no
tax increment will be payable.
The County Auditor shall certify in each year after the date the original net tax capacity
was certified, the amount the net tax capacity has increased or decreased as a result of:
(1) change in tax exempt status of property;
(2) reduction or enlargement of the geographic boundaries of the district;
(3) change due to stipulations, adjustments, negotiated or court- ordered
abatements;
(4) change in the use of the property and classification;
(5) change in state law governing class rates; and
(6) change in connection with previously issued building permits.
Upon completion of the development expected to occur in Tax Increment Financing
District No. 17 the City estimates the net tax capacity of taxable property in Tax Increment
Financing District No. 17 will be approximately $147,852.
The captured net tax capacity upon completion of development is expected to be
approximately $128,783. The Tax Increments may be captured for up to nine (9) years from
receipt of the first Tax Increments or until the Public Costs described in the Tax Increment
Financing Plan have been paid. The City determines that 100% of the available increase in net
tax capacity from Tax Increment Financing District No. 17 shall be used for the payment of
Public Costs of the Master Development District in accordance with the Master Development
Program and Tax Increment Financing Plan.
Section 2.10 Type of Tax Increment Financing District. Pursuant to Section 469.176,
Subdivision 4c (d) of the Act, the City has determined that Tax Increment Financing District No.
17 qualifies as an "economic development district" because:
"It will discourage commerce, industry or manufacturing from moving their operations to
another state, or it will result in increased employment in the municipality, or it will result in
preservation and enhancement of the tax base of the State."
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Section 2.11 Duration of Tax Increment Financing District No. 17. The Act allows
"economic development districts" to remain in existence for a period of 8 years from the receipt
of the first Tax Increments.
Section 2.12 Estimated Impact of Tax Increment Financing. The estimated impact of
Tax Increment Financing District No. 17 on the other taxing jurisdictions is set forth on Exhibit
D. In accordance with Minnesota Statutes, Section 469.175, Subdivision 1, clause (6),
alternative estimates of the impact have been made, assuming in one case that the captured net
tax capacity would be available without creation of the district and in the other case that none of
the captured net tax capacity would be available without creating the district. The details are set
forth on Exhibit F.
In accordance with Minnesota Statutes, Section 469.175, Subdivision 2, clause (b), the
fiscal and economic implications of the district are set forth on Exhibit E. Phase I of the Project
is the construction of an approximately 73,000 square foot manufacturing facility and Phase II of
the Project is the construction of an approximately 47,000 square foot manufacturing facility.
The overall impact on the general finances of the City, related to the District, is expected to be
minimal. It is the opinion of the City that police and fire protection services can be provided to
the district with no identifiable budget impacts or the direct need for any additional capital
equipment. The existing sanitary sewer and water systems of the City have adequate capacity to
serve the development in the District. There is no impact on the City's ability to issue future debt
or on the City's debt limit.
Section 2.14 Use of Tax Increment. The City hereby determines that it will use 100%
of the captured net tax capacity of taxable property located in Tax Increment Financing District
No. 17 for the following activities:
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Section 2.13 Cash Flow and Other Financial Analysis. See Exhibit G attached hereto.
(1) To pay principal and interest on the Tax Increment Bonds.
(2) To pay principal and interest on any loans, advances or other payments
made to the City or for the benefit of the Master Development District by the developer.
(3)
District.
To finance or otherwise pay Public Costs of the Master Development
(4) To finance or otherwise pay premiums and other costs for insurance, credit
enhancement, or other security guaranteeing the payment when due of principal and
interest on the Tax Increment Bonds or bonds issued pursuant to the Tax Increment
Financing Plan or pursuant to Minnesota Statutes, Chapter 462C and Minnesota Statutes,
Sections 469.152 to 469.1655, as amended, or both.
(5) To accumulate or maintain a reserve securing the payment when due of
the principal and interest on the Tax Increment Bonds or bonds issued pursuant to
Minnesota Statutes, Chapter 462C and Minnesota Statutes, Sections 469.152 to 469.1655,
as amended, or both.
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Section 2.15 Prior Planned Improvements. The City shall, after due and diligent search,
accompany its request for certification to the County Auditor with a listing of all properties
within Tax Increment Financing District No. 17 for which building permits have been issued
during the eighteen (18) months immediately preceding approval of the Tax Increment Financing
Plan by the City. The County Auditor shall increase the original net tax capacity of Tax
Increment Financing District No. 17 by the net tax capacity of the improvements for which the
building permit was issued.
Section 2.16 Modifications of Tax Increment Financing Districts. In accordance with
Minnesota Statutes, Section 469.175, Subdivision 4, any reduction or enlargement of the
geographic area of the Master Development District or Tax Increment Financing District No. 17,
increase in amount of bonded indebtedness to be incurred, including a determination to increase
the amount of capitalized interest on debt to be paid on the Tax Increment Bonds over the
amount shown in this Tax Increment Financing Plan, or to increase or decrease the amount of
interest on the debt to be capitalized, increase the portion of the captured net tax capacity to be
retained by the City, increase in total estimated Public Costs or designation of additional
property to be acquired by the City shall be approved upon the notice and after the discussion,
public hearing and findings required for approval of the Tax Increment Financing Plan. The
geographic area of a Tax Increment Financing District may be reduced, but shall not be enlarged
after five years following the date of certification of the original net tax capacity by the county
auditor. If an economic Master Development District is enlarged, the reasons and supporting
facts for the determination that the addition to the district meets the criteria of section 469.174,
subdivision 11, must be documented. The requirements of this paragraph do not apply if (1) the
only modification is elimination of parcels from the project or district and (2)(A) the current tax
capacity of the parcels eliminated from the district equals or exceeds the tax capacity of those
parcels in the district's original tax capacity or (B) the authority agrees that, notwithstanding
Section 469.177, subdivision 1, the original tax capacity will be reduced by no more than the
current tax capacity of the parcels eliminated from the district. The authority must notify the
county auditor of any modification that reduces or enlarges the geographic area of a district or a
project area.
(6) To pay or finance Public Costs described in the Master Development
Program and Tax Increment Financing Plan.
(7) To finance other Public Costs as may be allowed by the Tax Increment
Financing Act.
These revenues shall not be used to circumvent levy limitations applicable to the City nor
for other purposes prohibited by Section 469.176, Subdivision 4 of the Tax Increment Financing
Act.
Section 2.17 Limitation on Administrative Expenses. In accordance with Minnesota
Statutes, Section 469.174, Subdivision 14 and Minnesota Statutes, Section 469.176, Subdivision
3, administrative expenses means all expenditures of an authority other than (1) amounts paid for
the purchase of land; (2) amounts paid to contractors or others providing materials and services,
including architectural and engineering services, directly connected with the physical
development of the real property in the project; (3) relocation benefits paid to or services
7208979v2
7
provided for persons residing or businesses located in the project; (4) amounts used to pay
principal or interest on, fund a reserve for, or sell at a discount bonds issued pursuant to Section
469.178; or (5) amounts used to pay other financial obligations to the extent those obligations
were used to finance costs described in clauses (1) to (3). For districts for which the requests for
certifications were made before August 1, 1979, or after June 30, 1982, administrative expenses
includes amounts paid for services provided by bond counsel, fiscal consultants, and planning or
economic development consultants. No Tax Increments shall be used to pay any administrative
expenses for a project which exceed ten percent of the total expenditures authorized by the Tax
Increment Financing Plan or the total project costs, whichever is less.
Section 2.18 Limitation on Qualification of Property in Tax Increment Financing
Districts Not Subject to Improvement. Pursuant to Minnesota Statutes, Section 469.176,
Subdivision 6, "if, after four years from the date of certification of the original net tax capacity of
the Tax Increment Financing District pursuant to Minnesota Statutes, Section 469.177, no
demolition, rehabilitation or renovation of property or other site preparation, including qualified
improvement of a street adjacent to a parcel but not installation of utility service including sewer
or water systems, has been commenced on a parcel located within a Tax Increment Financing
District by the authority or by the owner of the parcel in accordance with the tax increment
financing plan, no additional tax increment may be taken from that parcel and the original net tax
capacity of that parcel shall be excluded from the original net tax capacity of the Tax Increment
Financing District. If the authority or the owner of the parcel subsequently commences
demolition, rehabilitation or renovation or other site preparation on that parcel including
qualified improvement of a street adjacent to that parcel, in accordance with the tax increment
financing plan, the authority shall certify to the county auditor that the activity has commenced,
and the county auditor shall certify the net tax capacity thereof as most recently certified by the
commissioner of revenue and add it to the original net tax capacity of the Tax Increment
Financing District." The City must submit to the county auditor evidence that the required
activity has taken place for each parcel in the Tax Increment Financing District. The evidence
for a parcel must be submitted by February 1 of the fifth year following the year in which the
parcel was certified as included in the district.
Section 2.19 Excess Tax Increments. Pursuant to Minnesota Statutes, Section 469.176,
Subdivision 2, in any year in which the Tax Increments exceed the amount necessary to pay the
Public Costs authorized by the Master Development Program and Tax Increment Financing Plan,
including the amount necessary to cancel any tax levy as provided in Minnesota Statutes, Section
475.61, Subdivision 3, the City shall use the excess amount to:
7208979v2
(1) prepay the outstanding Tax Increment Bonds;
(2) discharge the pledge of Tax Increments thereto;
(3) pay into an escrow account dedicated to the payment of the Tax Increment
Bonds; or
(4) return the excess to the County Auditor for redistribution to the respective
taxing jurisdictions in proportion to their respective tax capacity rates.
8
In addition, the City may, subject to the limitations set forth herein (in particular in
Section 2.25), choose to modify the Tax Increment Financing Plan as described in Section II, in
order to finance additional Public Costs of the Master Development District.
Section 2.20 Administration of Tax Increment Financing District No. 17.
Administration of Tax Increment Financing District will be handled by the Executive Director of
the EDA.
The Tax Increments received as a result of increases in the net tax capacity of Tax
Increment Financing District No. 17 will be maintained in a special account separate from all
other municipal accounts and expended only upon municipal activities identified in the Master
Development Program and Tax Increment Financing Plan.
Section 2.21 Annual Disclosure and Financial Reporting Requirements. The City (by
August 15) shall publish an annual statement as required under Minnesota Statutes, Section
469.175, Subdivision 5 showing for Tax Increment Financing District No. 17 the information
required to be reported under Subdivision 6, paragraph (c), clauses (1), (2), (3), (11), (12), (18),
and (19); the amounts of Tax Increment received and expended in the reporting period; and any
additional information the City deems necessary.
In addition, pursuant to Minnesota Statutes, Section 469.175, Subdivision 5, the City
must provide the County Board, the County Auditor and the State Auditor on or before August 1
of the year in which the statement must be published a copy of the annual statement.
Pursuant to Minnesota Statutes, Section 469.175, Subdivision 6, the City must file with
the State Auditor on or before August 1, an annual financial report for Tax Increment Financing
District No. 17. The report shall also be filed by the City with the County Auditor. The report
shall:
7208979v2
(1) Provide for full disclosure of the sources and uses of Tax Increments of
Tax Increment Financing District No. 17;
(2) Permit comparison and reconciliation with the affected City's accounts and
financial reports;
(3) Permit auditing of the funds expended on behalf of Tax Increment
Financing District No. 17, including a single district that is part of a multidistrict project
or that is funded in part or whole through the use of a development account funded with
tax increments from other Tax Increment Financing Districts or with other public money;
and
(4) Be consistent with generally accepted accounting principles.
In addition, the report shall contain the following information:
(5) The original net tax capacity of Tax Increment Financing District No. 17
and any district under Section 469.177, Subdivision 1;
9
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(6) The net tax capacity for the reporting period of Tax Increment Financing
District No. 17 and any subdistrict;
( The captured net tax capacity of Tax Increment Financing District No. 17;
(8) Any fiscal disparity deduction from the captured net tax capacity under
Section 469.177, Subdivision 3;
(9) The captured net tax capacity retained for tax increment financing under
Section 469.177, Subdivision 2, paragraph (a), clause (1);
(10) Any captured net tax capacity distributed among affected taxing districts
under Section 469.177, Subdivision 2, paragraph (a), clause (2);
(11) The type of district;
(12) The date the City approved the Tax Increment Financing Plan and the date
of approval of any modification of the Tax Increment Financing Plan, the approval of
which requires notice, discussion, a public hearing, and findings under Section 469.175,
Subdivision 4, paragraph (a);
(13) The date the City first requested certification of the original net tax
capacity of Tax Increment Financing District No. 17 and the date of the request for
certification regarding any parcel added to the Tax Increment Financing District No. 17;
(14) The date the County Auditor first certified the original net tax capacity of
Tax Increment Financing District No. 17 and the date of certification of the original net
tax capacity of any parcel added to Tax Increment Financing District No. 17;
(15) The month and year in which the City has received or anticipates it will
receive the first increment from Tax Increment Financing District No. 17;
(16) The date Tax Increment Financing District No. 17 must be decertified;
(17) For the reporting period and prior years of Tax Increment Financing
District No. 17, the actual amount received from, at least, the following categories:
(a) Tax Increments paid by the captured net tax capacity retained for
tax increment financing under section 469.177, Subdivision 2, paragraph (a),
clause (1), but excluding any excess taxes;
(b) Tax Increments that are interest or other investment earnings on or
from Tax Increments;
(c) Tax Increments that are proceeds from the sale or lease of
property, tangible or intangible, purchased by the City with Tax Increments;
10
7208979v2
(d) Tax Increments that are repayments of loans or other advances
made by the City with Tax Increments;
(f)
273.1384.
(e) bond proceeds; and
the market value homestead credit paid to the City under Section
(18) For the reporting period and for the prior years of Tax Increment
Financing District No. 17, the actual amount expended for, at least, the following
categories:
(a) acquisition of land and buildings through condemnation or
purchase;
(b) site improvements or preparation costs;
(c) installation of public utilities, parking facilities, streets, roads,
sidewalks, or other similar public improvements;
(d) administrative costs, including the allocated cost of the City; and
(e) for housing districts, construction of affordable housing;
(19) The amount of any payments for activities and improvements located
outside of the district that are paid for or financed with Tax Increments;
(20) The amount of payments of principal and interest that are made during the
reporting period on any nondefeased:
(a) general obligation tax increment financing bonds; and
(b) other tax increment financing bonds including pay -as- you -go
contracts and notes.
(21) The principal amount, at the end of the reporting period, of any
nondefeased:
(a) general obligation tax increment financing bonds; and
(b) other tax increment financing bonds, including pay -as- you -go
contracts and notes.
(22) The amount of principal and interest payments that are due for the current
calendar year on any nondefeased:
(a) general obligation tax increment financing bonds; and
11
(b) other tax increment financing bonds, including pay-as-you-go
contracts and notes.
(23) If the fiscal disparities contribution under Chapter 276A or 473F for Tax
Increment Financing District No. 17 is computed under Section 469.177, Subdivision 3,
paragraph (a), the amount of total increased property taxes to be paid from outside Tax
Increment Financing District No. 17; and
(24) Any additional information the State Auditor may require.
IF THE CITY FAILS TO MAKE A DISCLOSURE OR SUBMIT A REPORT
CONTAINING THE INFORMATION REQUIRED BY AND WITHIN THE TIME
PROVIDED IN SECTION 469.175, SUBDIVISIONS 5 AND 6 THE STATE AUDITOR
SHALL NOTIFY THE COUNTY AUDITOR TO HOLD THE DISTRIBUTION OF TAX
INCREMENT FROM TAX INCREMENT FINANCING DISTRICT NO. 17.
Section 2.22 Reasonable Expectations. As required by the Tax Increment Financing
Act, in establishing Tax Increment Financing District No. 17, the determination has been made
that the anticipated development would not reasonably be expected to occur solely through
private investment within the reasonably foreseeable future and that the increased market value
of the site that could reasonably be expected to occur without the use of tax increment financing
would be less than the increase in the market value estimated to result from the proposed
development after subtracting the present value of the projected Tax Increments for the
maximum duration of Tax Increment Financing District No. 17 permitted by the Tax Increment
Financing Plan. In making said determination, reliance has been placed upon written
representations made by the developer to such effects and upon City staff awareness of the
feasibility of developing the project site. A comparative analysis of estimated market values
both with and without establishment of Tax Increment Financing District No. 17 and the use of
Tax Increments has been performed as described above. Such analysis is on file with the City,
and indicates that the increase in estimated market value of the proposed development (less the
indicated subtractions) exceeds the estimated market value of the site absent the establishment of
Tax Increment Financing District No. 17 and the use of Tax Increments.
7208979v2
Section 2.23 Other Limitations on the Use of Tax Increment.
(1) General Limitations. All revenue derived from tax increment shall be
used in accordance with the tax increment financing plan. The revenues shall be used to
finance or otherwise pay public capital and administration costs pursuant to Minnesota
Statutes, Section 469.124 through 469.133, as amended. These revenues shall not be used
to circumvent existing levy limit law. No revenues derived from tax increment shall be
used for the construction, renovation, operation or maintenance of a building to be used
primarily and regularly for conducting the business of a municipality, county, school
district, or any other local unit of government or the state or federal government or for a
commons area used as a public park, or a facility used for social, recreational, or
conference purposes; this provision shall not prohibit the use of revenues derived from
tax increments for the construction or renovation of a parking structure or of a privately
owned facility for conference purposes.
12
7208979v2
(2) Restriction on Pooling. At least 80 percent of tax increments from the Tax
Increment Financing District No. 17 must be expended on activities in Tax Increment
Financing District No. 17 or to pay bonds, to the extent that the proceeds of the bonds
were used to finance activities within said district or to pay, or secure payment of, debt
service on credit enhanced bonds. Not more than 20 percent of said tax increments may
be expended, through a development fund or otherwise, on activities outside of Tax
Increment Financing District No. 17 except to pay, or secure payment of, debt service on
credit enhanced bonds. For purpose of applying this restriction, all administrative
expenses must be treated as if they were solely for activities outside of Tax Increment
Financing District No. 17.
(3) Five Year Limitation on Commitment of Tax Increments. Tax increments
derived from Tax Increment Financing District No. 17 shall be deemed to have satisfied
the 80 percent test set forth in paragraph (2) above only if the five year rule set forth in
Minnesota Statutes, Section 469.1763, Sub. 3, has been satisfied; and beginning with the
sixth year following certification of Tax Increment Financing District No. 17, 80 percent
of said tax increments that remain after expenditures permitted under said five year rule
must be used only to pay previously committed expenditures or credit enhanced bonds as
more fully set forth in Minnesota Statutes, Section 469.1763, Sub. 5.
Section 2.24 Economic Develo •went or Job Growth Business Subsidies Re. ortin
To the extent applicable, the City agrees to comply with Minnesota Statutes, Sections 116J.993
to 116J.997, which states that a local unit of government granting financial assistance to a
business for economic development or job growth purposes, including tax increment financing,
must establish business subsidy criteria and approve a business subsidy agreement with the
business receiving tax assistance. Minnesota Statutes, Section 116J.993 requires a city providing
a business with a subsidy worth $25,000 to complete a subsidy approval process as described
below. Housing projects and many redevelopment projects are exempt from the requirements.
Before granting a business subsidy, the City must complete the following:
(1) Adopt criteria for awarding business subsidies following a public hearing.
(2) Enter into a subsidy agreement which must include the following
information and requirements:
(a) A description of the subsidy, including the amount and type of
subsidy, and type of district if the subsidy is a tax increment financing;
(b) A statement of the public purpose of the subsidy;
(c) Measurable, specific, and tangible goals for the subsidy;
(d) A description of the recipient's financial obligation if the goals are
not met.
(e) A statement of why the subsidy is needed.
13
7208979v2
(0 A commitment from the recipient to continue operations in the
jurisdiction where the subsidy is used for at least five (5) years after the benefit
date;
any;
(g) The naive and address of the parent corporation of the recipient, if
(h) A list of all financial assistance by all grantors for the project; and
(i) A requirement for the recipient to provide the Authority and the
Department of Employment and Economic Development with annual information
regarding goals for two years after receiving the subsidy or until the goals are
achieved. The reports must be filed by March 1 for the prior year.
(3) If the business subsidy exceeds $150,000, the City must conduct a public
hearing on the subsidy, after providing at least ten (10) days published notice in the local
newspaper.
Section 2.25 Requirements for Agreements with Developers. Pursuant to Minnesota
Statutes, Section 469.176 Subd. 5, if more than 10% of the acreage of a project is to be acquired
by the City with proceeds from tax increment bonds then, prior to such acquisition, the City must
enter into an agreement for the development of the property. Such agreement must provide
recourse for the City should the development not be completed.
Section 2.26 County Road Costs. Pursuant to Minnesota Statutes, Section 469.175,
Subdivision 1 a, the County board may require the City to pay for all or part of the cost of County
road improvements if the proposed development to be assisted by Tax Increments will, in the
judgment of the County, substantially increase the use of County roads requiring construction of
road improvements or other road costs and if the road improvements are not scheduled within the
next five years under a capital improvement plan or within five years under another County plan.
If the County elects to use Tax Increments to improve County roads, it must notify the City
within forty -five days of receipt of this Tax Increment Financing Plan.
Section 2.27 Green Acres. Tax Increment Financing District No. 17 does not contain
any parcel or part of a parcel that qualified under the provisions of Section 273.111 or 273.112
and Chapter 473H for taxes payable in any of the five calendar years before the filing of the
request for certification of the Tax Increment Financing District.
14
The boundaries of the Master Development District are:
7208979v2
EXHIBIT A
Description of Master Development District
CITY OF APPLE VALLEY
CITY OF APPLE VALLEY MASTER DEVELOPMENT DISTRICT
I
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Legend
7
W:T1F District
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A-1
EXHIBIT B
Description of Tax Increment Financing District No. 17
CITY OF APPLE VALLEY, MINNESOTA
The legal description of the property, located in the above referenced Tax Increment
Financing District in the City of Apple Valley, Dakota County, Minnesota is as follows:
That part of the East Half of the Southwest Quarter of Section 26, Township 115, Range 20,
Dakota County, Minnesota, described as follows:
Commencing at the northeast corner of said East Half of the Southwest Quarter; thence South 89
degrees 53 minutes 15 seconds West, assumed bearing along the north line thereof, 50.00 feet to the point
of beginning; thence continue South 89 degrees 53 minutes 15 seconds West, along said north line,
759.24 feet; thence South 00 degrees 08 minutes 59 seconds East, 643.59 feet to the northerly right of
way line of 147th Street West, as described in Document Number 2820794, as is on file and of record in
the Office of the County Recorder, Dakota County, Minnesota; thence easterly, along said northerly right
of way line and along a non - tangential curve, concave to the south, 150.60 feet, having a radius of
2095.00 feet, central angle of 04 degrees 07 minutes 07 seconds, chord bearing of North 87 degrees 47
minutes 27 seconds East, and a chord distance of 150.57 feet; thence North 89 degrees 51 minutes 01
seconds East, along said northerly right of way line and tangent to last described curve, 606.08 feet to the
westerly right of way line of Johnny Cake Ridge Road, as described in Document Number 442565, as is
on file and of record in the Office of the County Recorded, Dakota County, Minnesota; thence North 00
degrees 05 minutes 31 seconds East, along said westerly right of way line, 637.69 feet to the point of
beginning.
7208979v2
CITY OF APPLE VALLEY TIF DISTRICT 17
B -1
7208979v2
Estimated financing costs
Interest expense
Estimated Financing
Total amount of bonds to be issued
EXHIBIT C
Apple Valley EDA
Tax Increment Financing District No. 17
Projected Tax Increment
Karmella
Estimated Tax Increment Revenues (from tax increment generated by the district)
Tax increment revenues distributed from the county $1,010,000
Interest and investment earnings $100,000
Sales/lease proceeds $0
Market value homestead credit $0
Total Estimated Tax Increment Revenues $1, 110,000
Estimated Project/Financing Costs (to be paid or financed with tax increment)
Project costs
Land/building acquisition
Site improvement/preparation costs
Utilities
Other qualifying improvements
Construction of affordable housing
Small city authorized costs, if not already included above
Administrative costs
Estimated Tax Increment Project Costs
Total Estimated Project/Financing Costs to be Paid from Tax Incremer
C-1
Total
$0
$736,000
$100,000
$0
so
so
so
$101,000
$937,000
$173,000
1 110,000
$937,000
7208979v2
EXHIBIT D
Apple Valley EDA
Tax Increment Financing District No. 17
Estimated Total Taxes Payable Over Maximum Life of District
Karmella
Based on Pay 2015 Tax Rate = 103.211% 45.274% 29.633% 23.271% 5.033%
Estimated City County School Other
TIF Taxes New Base Captured Total 11F TIF TIF TIF
District Payable Tax Tax Tax Tax Related Related Related Related
Year Year Capacity Capacity Capacity Increment Share Share Share Share
1 2018 81,025 (19,069) 61,956 63,945 28,050 18,359 14,418 3,118
2 2019 82,240 (19,069) 63,171 65,200 28,600 18,720 14,701 3,179
3 2020 135,217 (19,069) 116,148 119,877 52,585 34,418 27,029 5,845
4 2021 137,245 (19,069) 118,176 121,971 53,503 35,019 27,501 5,948
5 2022 139,304 (19,069) 120,235 124,096 54,435 35,629 27,980 6,052
6 2023 141,394 (19,069) 122,324 126,252 55,381 36,248 28,466 6,157
7 2024 143,514 (19,069) 124,445 128,441 56,341 36,877 28,960 6,263
8 2025 145,667 (19,069) 126,598 130,663 57,316 37,515 29,461 6,371
9 2026 147,852 (19,069) 128,783 132,918 58,305 38,162 29,969 6,482
Total 1,013,363 444,516 290,947 228,485 49,415
D-1
7208979v2
City of Apple Valley
Dakota County
Rosemount-App Valley-Eagan ISD 196
EXHIBIT E
Apple Valley EDA
Tax Increment Financing District No. 17
Impact on Other Taxing Jurisdictions
(Taxes Payable 2015)
Karmella
ANNUAL TAX INCREMENT
Estimated Annual Captured Tax Capacity (Full Development) $128,783
Payable 2015 Local Tax Rate 103211%
Estimated Annual Tax Increment $132,918
Percent of Tax Base
Dollar Impact of Affected Taxing urisdictions
Net Tax Tax Added
Capacity % of Total Increment Local Tax
(NTC) Share Rate
City of Apple Valley 45,274% 43.865% 58,305 0.137%
Dakota County 29,633% 28.711% 38,162 0.010%
Rosemount-Apple Va -Eagan ISO 196 23,271% 22547% 29,969 0.021%
Other 5.033% 4.876% 6,482
Totals 103.211% 1oo.000% 132,918
NOTE NO 1: Assuming that ALL of the captured tax capacity would be available to alt taxing jurisdictions
even if the City does not create the Tax Increment District, the creation of the District will reduce tax
capacities and increase the local tax rate as illustrated in the above tables.
NOTE NO. 2: Assuming that NONE of the captured tax capacity would be available to the taxing jurisdiction
if the City did not create the Tax increment District then the plan has virtually no initial effect an the tax
capacities of the taxing jurisdictions, However, once the District is established, allowable costs paid from the
increments, and the District is terminated, all taxing jurisdictions will experience an increase in their tax base.
E-1
Net Tax Captured
Percent of
Capacity Tax
Total NTC
(NTC) Capacity
42,630,195 128,783 0.30%
386,012,628 128,783 0.03%
141,216326 128,783 0.09%
7208979v2
EXHIBIT F
Apple Valley EDA
Tax Increment Financing District No. 17
Present Value Analysis As Required By
Minnesota Statutes 469.175(3)(2)
Karmella
1 Estimated Future Market Value w/ Tax Increment Financing 6,600,000
2 Payable 2015 Market Value 990,955
3 Market Value Increase (1-2) 5,609,045
4 Present Value of Future Tax Increments 820,840
C Market Value Increase Less PV of Tax Increments 4,788,205
F-1
6 Estimated Future Market Value w/o Tax Incrert er t Financing 1,116,303
7 Payable 2015 Market Value 990,955
8 Market Value Increase (6-7) 125,348
9 Increase in MV From TIF 4,662,857
Assume 1. 5% annucii appreciation over 8 year life of district.
Statutoty compliance achieved if increase in market value from TIF (Line 9 is
greater than or equal to zero.
TIF
District Value Payable Tax Tax Tax
Year Year Year Capacity Capacity Capacity
Assumed 100.00% 10.00% 0.36%
Taxes New Base Captured Original Estimated State
Tax Tax City Auditor
Rate Increment Admin. Deduct.
1 2017 2018 81,025 (19,069) 61,956 103.211% 63,945 (6,395) (230)
2 201.8 2019 82,240 (19,069) 63,171 103.211% 65,200 (6,520) (235)
3 2019 2020 135,217 (19.069) 116,148 103.211% 119,877 (11,988) (432)
4 2020 2021 137,245 (19,069) 118,176 103.211% 121,971 (12,197) (439)
5 2021 2022 139,304 (19,069) 120,235 103.211% 124,096 (12,410) (447)
6 2022 2023 141,394 (19,069) 122,324 103.211% 126,252 (12,625) (455)
7 2023 2024 143,514 (19.069) 124,445 103,211% 128,441 (12,844) (462)
8 2024 2025 145,667 (19,069) 126,598 103.211% 130,663 (13,066) (470)
9 2025 2026 147,852 (19,069) 128,783 103.211% 132,918 (13,292) (479)
TOTAL = 1,013,363 (101,336) (3,648)
Key Asssu m ptio ns
1 Taxable Market Value for Phase] = 73,659 sf $55.00/sf (construction in 2016)
2 Taxable Market Value for Phase II 46,341 sf @ $55.00/sf (construction in 2018)
3 Base tax capacity calculated based on Pay 2015 taxable market value assuming CI classification, The base parcel will be platted and the estimates for
calculating TIF anticipate that 11.5 of the 20 acre parcel will be within the TIF district. The base value was prorated based on this assumption.
4 New economic development TIF district.
5 TIF District excluded from Fiscal Disparities contribution. Fiscal disparities exclusion provides $394,000 of additional increment that otherwise
would not be available.
6 Tax rate for taxes payable 2015.
7 Assume 1.596 annual appreciation in vaiue over 8 year life of district.
7208979v2
Apple Valley EDA
Tax Increment Financing District No. 17
Projected Tax Increment
Karmella
EXHIBIT G
G-1
Available Total
Annual PV of
Tax Net Increment
Increment 4.00%
57,320
58,445
107,458
109,335
111,240
113,172
115,135
117,126
119,148
908,379
55,116
109,152
204,681
298,141
389,572
479,014
566,506
652,089
735,801
DEVELOPMENT ASSISTANCE AGREEMENT
BY AND AMONG
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA
AND
KARAMELLA, LLC
This document drafted by:
7196078v4
AND
ABDALLAH, INCORPORATED
BRIGGS AND MORGAN (MLI)
Professional Association
2200 First National Bank Building
St. Paul, Minnesota 55101
ARTICLE I
Section 1
ARTICLE II
Section 2
Section 2
Section 2
ARTICLE III
Section 3
Section 3
Section 3
Section 3
Section 3
Section 3
ARTICLE IV
Section 4
Section 4
Section 4
Section 4
Section 4
Section 4
ARTICLE V
Section 5.
Section 5.
Section 5.
ARTICLE VI
Section 6.
Section 6.
Section 6.
Section 6.
Section 6.
Section 6.
Section 6.
Section 6.
Section 6.
EXHIBIT A
EXHIBIT B
7196078v4
Table of Contents
DEFINITIONS
.1. Definitions
REPRESENTATIONS AND WARRANTIES
.1. Representations and Warranties of the Authority
.2. Representations and Warranties of the Landlord
.3. Representations and Warranties of the Company
UNDERTAKINGS BY landlord, company and Authority
.1. Reimbursement Amount
.2. Limitations on Undertaking of the City
.3. Reimbursement: Tax Increment Revenue Note
.4. Real Property Taxes
.5. Business Subsidies Act
.6. Prohibitions Against Assignment and Transfer
EVENTS OF DEFAULT
.1. Events of Default Defined
.2. Remedies on Default
.3. No Remedy Exclusive
.4. No Implied Waiver
.5. Agreement to Pay Attorney's Fees and Expenses
.6. Indemnification of Authority
LANDLORD'S OPTION TO TERMINATE AGREEMENT
1. The Landlord's Option to Terminate
2. Action to Terminate
3. Effect of Termination
ADDITIONAL PROVISIONS
1. Restrictions on Use
2. Conflicts of Interest
3. Titles of Articles and Sections
4. Notices and Demands
5. Counterparts
6. Law Governing
7. Expiration
8. Provisions Surviving Rescission or Expiration
9. Assignability of Agreement
Legal Description of Development Property
Form of TIF Note
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A -1
B -1
DEVELOPMENT ASSISTANCE AGREEMENT
THIS AGREEMENT, made as of the day of , 2015, by and between the
Apple Valley Economic Development Authority, Minnesota (the "Authority "), a body corporate
and politic, organized and existing under the laws of the State of Minnesota, Abdallah
Incorporated, a Minnesota corporation (the "Company ") and Karamella, LLC, a Minnesota
limited liability company (the "Landlord ").
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Sections 469.124 to 469.134 and Sections
469.174 to 469.1794, as amended, the City of Apple Valley, Minnesota (the "City ") and the
Authority have heretofore established the Apple Valley Master Development District (the
"Development District ") and have adopted a development program therefor (the "Development
Program "); and
WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 469.174 through
469.1794, as amended (hereinafter, the "Tax Increment Act "), the City and the Authority have
heretofore established, within the Development District, Tax Increment Financing District No.
17 (the "Tax Increment District ") and has adopted a tax increment financing plan therefor (the
"Tax Increment Plan ") which provides for the use of tax increment financing in connection with
certain development within the Development District; and
WHEREAS, in order to achieve the objectives of the Development Program and
particularly to make the land in the Development District available for development by private
enterprise in conformance with the Development Program, the Authority has determined to
authorize and issue a tax increment financing note as set forth herein to assist the Landlord with
the financing of certain costs of a Project (as hereinafter defined) to be constructed within the
Tax Increment District as more particularly set forth in this Agreement; and
WHEREAS, the Landlord intends to lease the Project to the Company pursuant to a triple
net lease (the "Lease "); 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, the
health, safety, morals and welfare of residents of the City, and 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 is being assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
116J.993 through 116J.995, apply to this Agreement; and
WHEREAS, the Authority has adopted criteria for awarding business subsidies that
comply with the Business Subsidy Law, after a public hearing for which notice was published;
and
7196078v4
WHEREAS, the Authority's Board of Commissioners has approved this Agreement as a
subsidy agreement under the Business Subsidy Law;
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
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2
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same may be from time to time modified,
amended or supplemented;
assigns;
Authority means the Apple Valley Economic Development Authority, its successors and
Business Day means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Apple Valley, Minnesota;
Commencement of Construction means the issuance of all building permits and any other
permits the City requires for expansion and construction of the Project and commencement of
physical construction of the Project on the Development Property;
Company means Abdallah Incorporated, a Minnesota corporation, its successors and
assigns;
County means Dakota County, Minnesota;
Development District means the real property included in the Authority's Master
Development District;
Development Program means the Authority's Master Development Program, as amended,
approved in connection with the Development District;
Development Property means the real property described in Exhibit A attached to this
Agreement;
Event of Default means any of the events described in Section 4.1 hereof;
Landlord means Karamella, LLC, a Minnesota limited liability company, its successors
and assigns;
Note Payment Date means August 1, 2018, and each February 1 and August 1 of each
year thereafter to and including February 1, 2027; provided, that if any such Note Payment Date
should not be a Business Day, the Note Payment Date shall be the next succeeding Business
Day;
Phase I Project means the construction of an approximately 73,000 square foot
manufacturing facility on the Development Property located in the City.
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3
Phase II Project means the construction of an approximately 47,000 square foot
manufacturing facility on the Development Property located in the City.
Prime Rate means the rate of interest from time to time publicly announced by U.S. Bank
National Association in St. Paul, Minnesota, as its "prime rate" or "reference rate" or any
successor rate, which rate shall change as and when that rate or successor rate changes;
Project means the Phase I Project and the Phase II Project;
State means the State of Minnesota;
Tax Increment Act means Minnesota Statutes, Sections 469.174 through 469.1794, as
amended;
Tax Increment District means Tax Increment Financing District No. 17 located within the
Development District, a description of which is set forth in the Tax Increment Financing Plan,
which was qualified as an economic development district under the Tax Increment Act;
Tax Increment Financing Plan means the tax increment financing plan approved for the
Tax Increment District by the City Council on September 24, 2015 and any future amendments
thereto;
Tax Increments means 90% of the tax increments derived from the Development
Property which have been received by the Authority in accordance with the provisions of
Minnesota Statutes, Section 469.177;
Termination Date means the earlier of (i) February 1, 2027, (ii) the date the TIF Note is
paid in full, or (iii) the date this Agreement is terminated or rescinded in accordance with its
terms;
TIF Note means the Tax Increment Revenue Note (Karamella, LLC Project) to be
executed by the Authority and delivered to the Landlord pursuant to Article III hereof, the form
of which is attached hereto as Exhibit B; and
Unavoidable Delays means delays, outside the control of the party claiming its
occurrence, which are the direct result of strikes, other labor troubles, unusually severe or
prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced
by third parties which, by injunction or other similar judicial action or by the exercise of
reasonable discretion, directly results in delays, or acts of any federal, state or local
governmental unit (other than the Authority) which directly result in delays.
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4
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations and Warranties of the Authority. The Authority makes
the following representations and warranties:
(1) The Authority is a public body, corporate and politic of the State and has
the power to enter into this Agreement and carry out its obligations hereunder.
(2) The Tax Increment District is an "economic development district" within
the meaning of Minnesota Statutes, Section 469.174, Subdivision 12, and was created, adopted
and approved in accordance with the terms of the Tax Increment Act.
(3) The development contemplated by this Agreement is in conformance with
the development objectives set forth in the Development Program.
(4) To finance certain costs within the Tax Increment District, the Authority
proposes, subject to the further provisions of this Agreement, to apply Tax Increments to
reimburse the Landlord for acquisition of the Development Property in connection with the
Project as further provided in this Agreement.
(5) The Authority makes no representation or warranty, either express or
implied, as to the Development Property or its condition or the soil conditions thereon, or that the
Development Property shall be suitable for the Landlord's purposes or needs.
Section 2.2. Representations and Warranties of the Landlord. The Landlord makes the
following representations and warranties:
(1) The Landlord is a Minnesota limited liability company and has the power
and authority to enter into this Agreement and to perform its obligations hereunder and doing so
will not violate its articles of organization, operating agreement or member control agreement, or
the laws of the State, and by proper action has authorized the execution and delivery of this
Agreement.
(2) The Landlord shall cause the Project to be constructed in accordance with
the terms of this Agreement, the Development Program, and all local, state and federal laws and
regulations (including, but not limited to, environmental, zoning, energy conservation, building
code and public health laws and regulations).
(3) Neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Landlord is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
7196078v4
5
(4) The Landlord will cooperate fully with the Authority with respect to any
litigation commenced with respect to the Project.
(5) The Landlord will cooperate fully with the Authority in resolution of any
traffic, parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
(6) The Landlord will use its best efforts to obtain, or cause to be obtained, in
a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner,
all requirements of all applicable local, state, and federal laws and regulations which must be
obtained or met before the Project.may be lawfully constructed.
(7) The financing commitments which the Landlord has obtained to finance
construction of the Project, together with the equity funds available to the Landlord, together
with the financing provided by the Authority pursuant to this Agreement, will be sufficient funds
to enable the Landlord to successfully complete the construction of the Project.
(8) The construction of the Project would not be undertaken by the Landlord,
and in the opinion of the Landlord would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Landlord provided for in this
Agreement.
(9) Commencement of Construction of the Phase I Project shall begin by
February 1, 2016 and the construction of the Phase I Project will be substantially completed by
July 1, 2016, subject to Unavoidable Delays.
(10) Commencement of Construction of the Phase II Project shall begin by
February 1, 2021 and the construction of the Phase II Project will be substantially completed by
July 1, 2021, subject to Unavoidable Delays. In the event the Phase II Project is not constructed
by the Landlord, it shall not be an Event of Default under Article IV of this Agreement.
(11) The Landlord acknowledges that Tax Increment projections contained in
the Tax Increment Financing Plan are estimates only and the Landlord acknowledges that it shall
place no reliance on the amount of projected Tax Increments and the sufficiency of such Tax
Increments to reimburse the Landlord for the costs of the Development Property as provided in
Article III.
(12) The Landlord will not seek a reduction in the market value as determined
by the Dakota County Assessor of the Project or other facilities, if any, that it constructs on the
Development Property, pursuant to the provisions of this Agreement, for so long as the TIF Note
remains outstanding.
Section 2.3. Representations and Warranties of the Company. The Company makes
the following representations and warranties:
(1) The Company is a Minnesota corporation and has the power and authority
to enter into this Agreement and to perform its obligations hereunder and doing so will not
7196078v4
6
violate its articles of incorporation or bylaws, or the laws of the State, and by proper action has
authorized the execution and delivery of this Agreement.
(2) Neither the execution and delivery of this Agreement, the consummation
of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provision of any contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Company is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(3) The Company will cooperate fully with the Authority with respect to any
litigation commenced with respect to the Project.
(4) The Company will cooperate fully with the Authority in resolution of any
traffic, parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
(5) The Company shall operate the Project as a manufacturing facility for the
term of this Agreement.
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7
ARTICLE III
UNDERTAKINGS BY LANDLORD, COMPANY AND AUTHORITY
Section 3.1. Reimbursement Amount. As a consideration for the execution of this
Agreement and the construction of the Project by the Landlord and the operation of the Project
by the Company, subject to the further provisions of this Agreement including but not limited to
the limitations on source of reimbursement and amount set forth in Section 3.3 hereof, the
Landlord agrees to acquire the Development Property and the City agrees to reimburse the
Landlord the lesser of $736,000 or the costs of acquisition of the Development Property (the
"Reimbursement Amount "), as further provided in Section 3.3 hereof.
Section 3.2. Limitations on Undertaking of the City. Notwithstanding the provisions
of Section 3.1, the City shall have no obligation to the Landlord under this Agreement to
reimburse the Landlord for the costs identified in Section 3.1, if the City, at the time or times
such payment is to be made, is entitled under Section 4.2 to exercise any of the remedies set forth
therein as a result of an Event of Default which has not been cured.
Section 3.3. Reimbursement: Tax Increment Revenue Note. The Authority shall
reimburse for the costs identified in the issuance of the Authority's TIF Note in substantially the
form attached to this Agreement as Exhibit B, subject to the following conditions:
(1) The TIF Note shall be dated, issued and delivered when the Landlord has
(i) obtained a building permit from the City and (ii) provided the City a settlement statement or
other evidence of payment of the cost of the Development Property, in an amount not less than
$736,000. The principal amount of the Note shall not be less than the Reimbursement Amount.
(2) The unpaid principal amount of the TIF Note shall bear simple, non-
compounding interest from the date of issuance of the TIF Note, at 4.00% per annum. Interest
shall be computed on the basis of a 360 Day year consisting of twelve (12) 30 -day months.
(3) The principal amount of the TIF Note and the interest thereon shall be
payable solely from the Tax Increments.
(4) On each Note Payment Date and subject to the provisions of the TIF Note,
the Authority shall pay, against the principal and interest outstanding on the TIF Note, any Tax
Increments received by the Authority during the preceding 6 months. All such payments shall be
applied first to accrued interest and then to reduce the principal of the TIF Note.
(5) The TIF Note shall be a special and limited obligation of the Authority
and not a general obligation of the Authority, and only Tax Increments shall be used to pay the
principal and interest on the TIF Note. If, on any Note Payment Date, the Tax Increments for the
payment of the accrued and unpaid interest on the TIF Note are insufficient for such purposes,
the difference shall be carried forward, without interest accruing thereon, and shall be paid if and
to the extent that on a future Note Payment Date there are Tax Increments in excess of the
amounts needed to pay the accrued interest then due on the TIF Note.
7196078v4
8
(6) The Authority's obligation to make payments on the TIF Note on any Note
Payment Date or any date thereafter shall be conditioned upon the requirements that: (A) there
shall not at that time be an Event of Default that has occurred and is continuing under this
Agreement and (B) this Agreement shall not have been rescinded pursuant to Section 4.2.
(7) The TIF Note shall be governed by and payable pursuant to the additional
terms thereof, as set forth in Exhibit B. In the event of any conflict between the terms of the TIF
Note and the terms of this Section 3.3, the terms of the TIF Note shall govern. The issuance of
the TIF Note pursuant and subject to the terms of this Agreement, and the taking by the
Authority of such additional actions as bond counsel for the TIF Note may require in connection
therewith, are hereby authorized and approved by the Authority.
Section 3.4. Real Property Taxes. The Landlord acknowledges that it is obligated
under law to pay all real property taxes payable with respect to the Development Property and
pursuant to the provisions of the Agreement until the Landlord's obligations have been assumed
by any other person with the written consent of the Authority and pursuant to the provisions of
this Agreement.
The Landlord agrees that prior to the Termination Date:
(1) It will not seek administrative review or judicial review of the
applicability of any tax statute relating to the taxation of real property contained on the
Development Property determined by any tax official to be applicable to the Project or the
Landlord or raise the inapplicability of any such tax statute as a defense in any proceedings,
including delinquent tax proceedings; provided, however, "tax statute" does not include any local
ordinance or resolution levying a tax;
(2) It will not seek administrative review or judicial review of the
constitutionality of any tax statute relating to the taxation of real property contained on the
Development Property determined by any tax official to be applicable to the Project or the
Landlord or raise the unconstitutionality of any such tax statute as a defense in any proceedings,
including delinquent tax proceedings; provided, however, "tax statute" does not include any local
ordinance or resolution levying a tax;
(3) It will not seek any tax deferral or abatement, either presently or
prospectively authorized under any other State or federal law, of the taxation of real property
contained in the Development Property between the date of execution of this Agreement and the
Termination Date.
Section 3.5. Business Subsidies Act.
(1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993
to 116J.995 (the "Business Subsidies Act "), the Landlord acknowledges and agrees that the
amount of the "Business Subsidy" granted to the Landlord under this Agreement is the
reimbursement of $736,000 for the acquisition of the Development Property paid by the
Landlord and reimbursed to the Landlord from Tax Increments and that the Business Subsidy is
needed because the Project is not sufficiently feasible for the Landlord to undertake without the
Business Subsidy. The Tax Increment District is an economic development district and the
7196078v4
9
public purpose of the Business Subsidy is to encourage the expansion of manufacturing facilities
in the City. The Company agrees that it will meet the following goals (the "Goals ") in
connection with the Development Property and will create at least seventy six (76) full time jobs
at an hourly wage of at least $10.85 per hour, plus benefits, within two years from the "Benefit
Date ", which is the earlier of the date the Landlord completes the construction of the Project or
the Company occupies the Project.
(2) If the Goals are not met, the Landlord agrees to repay all or a part of the
Business Subsidy to the Authority, plus interest ( "Interest ") set at the implicit price deflator
defined in Minnesota Statutes, Section 275.70, Subdivision 2, accruing from and after the
Benefit Date, compounded semiannually. If the Goals are met in part, the Landlord will repay a
portion of the Business Subsidy (plus Interest) determined by multiplying the Business Subsidy
by a fraction, the numerator of which is the number of jobs in the Goals which were not created
at the wage level set forth above and the denominator of which is seventy six (76) (i.e. the
number of jobs set forth in the Goals).
(3) The Company agrees to: (i) report its progress on achieving the Goals to
the Authority until the later of the date the Goals are met or two years from the Benefit Date, or,
if the Goals are not met, until the date the Business Subsidy is repaid, (ii) include in the report
the information required in Minnesota Statutes, Section 116J.994, Subdivision 7 on forms
developed by the Minnesota Department of Employment and Economic Development, and (iii)
send completed reports to the Authority. The Company agrees to file these reports no later than
March 1 of each year commencing March 1, 2017, and within 30 days after the deadline for
meeting the Goals. The Authority agrees that if it does not receive the reports, it will mail the
Company and the Landlord a warning within one week of the required filing date. If within 14
days of the post marked date of the warning the reports are not made, the Company agrees to pay
to the Authority a penalty of $100 for each subsequent day until the report is filed up to a
maximum of $1,000.
(4) The Company agrees to continue operations within the City for at least
five (5) years after the Benefit Date.
(5) As of the date of this Agreement, there are no other state or local
government agencies providing financial assistance for the Project other than the Authority
which is providing the TIF Note; however, the Company is applying for financial assistance
from the Department of Employment and Economic Development.
(7) The Company and the Landlord certify that they do not appear on the
Minnesota Department of Employment and Economic Development's list of recipients that have
failed to meet the terms of a business subsidy agreement.
Section 3.6. Prohibitions Against Assignment and Transfer. The Landlord shall own
the Phase I Project for a period of not less than 5 years commencing from the date that the
construction of the Phase I Project is substantially complete. The Landlord has not made nor
will make, or suffer to be made, any total or partial sale, assignment, conveyance, lease (other
7196078v4
(6) There is no parent corporation of the Landlord.
10
than leases of space in the Project constructed as a part of the Project), 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 the Landlord; 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 the Landlord 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 approval by the Authority thereof shall be deemed to relieve the Company, or any
other party bound in any way by this Agreement or otherwise with respect to the completion of
the Project, from any of their obligations with respect thereto.
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Section 4.1. Events of Default Defined. The following shall be "Events of Default"
under this Agreement and the term "Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(1) Failure by the Landlord to timely pay any ad valorem real property taxes
assessed or special assessments or other City charges with respect to the Development Property.
(2) Failure of the Company or the Landlord to observe or perform any
covenant, condition, obligation or agreement on its part to be observed or performed under this
Agreement or other agreements.
(3) Failure by the Landlord to cause the construction of the Phase I Project to
be completed pursuant to the terms, conditions, and limitations of this Agreement.
(4) The holder of any mortgage on the Development Property or any
improvements thereon, or any portion thereof, commences foreclosure proceedings as a result of
any default under the applicable mortgage documents.
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or
(5)
ARTICLE IV
EVENTS OF DEFAULT
If the Company or the Landlord shall:
(a) file any petition in bankruptcy or for any reorganization, arrangement,
composition, readjustment, liquidation, dissolution, or similar relief under the United
States Bankruptcy Act of 1978, as amended or under any similar federal or state law; or
(b) make an assignment for the benefit of its creditors; or
(c) admit in writing its inability to pay its debts generally as they become due;
(d) be adjudicated a bankrupt or insolvent; or if a petition or answer proposing
the adjudication of the Company or the Landlord as bankrupt or its reorganization under
any present or future federal bankruptcy act or any similar federal or state law shall be
filed in any court and such petition or answer shall not be discharged or denied within
sixty (60) days after the filing thereof; or a receiver, liquidator or trustee of the Company
or the Landlord, or of the Project, or part thereof, shall be appointed in any proceeding
brought against the Company or the Landlord, and shall not be discharged within sixty
(60) days after such appointment, or if the Company or the Landlord, shall consent to or
acquiesce in such appointment.
Section 4.2. Remedies on Default. Whenever any Event of Default referred to in
Section 4.1 occurs and is continuing, the Authority, as specified below, may take any one or
more of the following actions against the defaulting party (i.e., the Company or the Landlord, as
the case may be) after the giving of thirty (30) days' written notice to the Company and the
Landlord, but only if the Event of Default has not been cured within said thirty (30) days; or if
12
such noncompliance cannot reasonably be cured within thirty (30) days of receipt of such notice,
the defaulting party has not provided assurances, reasonably satisfactory to the Authority, that
such noncompliance will be cured as soon as reasonably possible.
(1) The Authority may suspend its performance under this Agreement and the
TIF Note until it receives assurances from the defaulting party, deemed adequate by the
Authority in its reasonable judgement, that the defaulting party will cure its default and continue
its performance under this Agreement, and no interest shall accrue on the TIF Note while
performance is suspended in accordance with this Section 4.2.
(2) The Authority may cancel and rescind the Agreement and the TIF Note.
(3) The Authority may take any action, including legal or administrative
action, in law or equity, against the Landlord or the Company, which may appear necessary or
desirable to enforce performance and observance of any obligation, agreement, or covenant of
the Landlord or the Company under this Agreement.
Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the non - defaulting party is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity or by statute.
No delay or omission to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver thereof, but any such right and power
may be exercised from time to time and as often as may be deemed expedient.
Section 4.4. No Implied Waiver. In the event any agreement contained in this
Agreement should be breached by any party and thereafter waived by any other party, such
waiver shall be limited to the particular breach so waived and shall not be deemed to waive any
other concurrent, previous or subsequent breach hereunder.
Section 4.5. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the Authority shall employ attorneys or incur other expenses for the
collection of payments due or to become due or for the enforcement or performance or
observance of any obligation or agreement on the part of the Landlord or the Company herein
contained, the Company and the Landlord agree that it shall, on demand therefor, pay to the
Authority the reasonable fees of such attorneys and such other expenses so incurred by the
Authority. The Company and the Landlord shall not be required to pay the fees of such attorneys
and such other expenses so incurred by the Authority in the event the Authority's determination
of an Event of Default and its pursuit of collection or performance is non - meritorious as
determined by a neutral third party.
Section 4.6. Indemnification of Authority.
(1) The Landlord (a) releases the Authority and its governing body members,
officers, agents, including the independent contractors, consultants and legal counsel, servants
and employees (collectively, the "Indemnified Parties ") from, (b) covenants and agrees that the
Indemnified Parties shall not be liable for, and (c) agrees to indemnify and hold harmless the
Indemnified Parties against, any claim, cause of action, suit or liability for loss or damage to
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property or any injury to or death of any person occurring at or about or resulting from any
defect in the Project or on the Development Property.
(2) Except for any willful misrepresentation or any willful or wanton
misconduct of the Indemnified Parties, the Landlord agrees to protect and defend the
Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any
claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of the Landlord (or if other persons
acting on its behalf or under its direction or control) under this Agreement, or the transactions
contemplated hereby or the acquisition, construction, installation, ownership, and operation of
the Project; provided, that this indemnification shall not apply to the warranties made or
obligations undertaken by the Authority in this Agreement or to any actions undertaken by the
Authority which are not contemplated by this Agreement but shall, in any event and without
regard to any fault on the part of the Authority, apply to any pecuniary loss or penalty (including
interest thereon from the date the loss is incurred or penalty is paid by the Authority at a rate
equal to the Prime Rate) as a result of the Project causing the Tax Increment District to not
qualify or cease to qualify as an "economic development district" under Section 469.174,
Subdivision 12, of the Act and Section 469.176, Subdivision 4c or to violate limitations as to the
use of Tax Increments as set forth in Section 469.176, Subdivision 4c.
(3) The Company covenants and agrees that the Indemnified Parties shall not
be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss
or damage to property or any injury to or death of any person occurring after the Completion
Date at or about or resulting from any defect in the Project, provided that the foregoing
indemnification shall not be effective for any actions of the Indemnified Parties that are not
contemplated by this Agreement.
(4) Except for any willful misrepresentation or any willful or wanton
misconduct of the Indemnified Parties, the Company agrees to protect and defend the
Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any
claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever
arising or purportedly arising from the actions or inactions of the Company (or if other persons
acting on its behalf or under its direction or control) under this Agreement, or the transactions
contemplated hereby or the operation of the Project; provided, that this indemnification shall not
apply to the warranties made or obligations undertaken by the City in this Agreement or to any
actions undertaken by the City which are not contemplated by this Agreement but shall, in any
event and without regard to any fault on the part of the City, apply to any pecuniary loss or
penalty (including interest thereon from the date the loss is incurred or penalty is paid by the City
at a rate equal to the Prime Rate) as a result of the Project causing the Tax Increment District to
not qualify or cease to qualify as an "economic development district" under Section 469.174,
Subdivision 12 of the Act and Section 469.176, Subdivision 4c or to violate limitations as to the
use of Tax Increments as set forth in Section 469.176, Subdivision 4c and Subdivision 7.
(5) All covenants, stipulations, promises, agreements and obligations of the
Authority contained herein shall be deemed to be the covenants, stipulations, promises,
agreements and obligations of the Authority and not of any governing body member, officer,
agent, servant or employee of the Authority.
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14
ARTICLE V
LANDLORD'S OPTION TO TERMINATE AGREEMENT
Section 5.1. The Landlord's Option to Terminate. This Agreement may be terminated
by the Landlord, if (i) the Landlord is in compliance with all material terms of this Agreement,
including satisfaction of the requirements in Section 3.3 and no Event of Default has occurred;
and (ii) the Authority fails to comply with any material term of this Agreement, and, after written
notice by the Landlord of such failure, the Authority has failed to cure such noncompliance
within ninety (90) days of receipt of such notice, or, if such noncompliance cannot reasonably be
cured by the Authority within ninety (90) days, of receipt of such notice, the Authority has not
provided assurances, reasonably satisfactory to the Landlord, that such noncompliance will be
cured as soon as reasonably possible.
Section 5.2. Action to Terminate. Termination of this Agreement pursuant to Section
5.1 must be accomplished by written notification by the Landlord to the Authority within sixty
(60) days after the date when such option to terminate may first be exercised. A failure by the
Landlord to terminate this Agreement within such period constitutes a waiver by the Landlord of
its rights to terminate this Agreement due to such occurrence or event.
Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to this
Article V, this Agreement shall be from such date forward null and void and of no further effect;
provided, however, the termination of this Agreement shall not affect the rights of either party to
institute any action, claim or demand for damages suffered as a result of breach or default of the
terms of this Agreement by the other party, or to recover amounts which had accrued and
become due and payable as of the date of such termination. Upon termination of this Agreement
pursuant to this Article V, the Landlord shall be free to proceed with the Project at its own
expense and without regard to the provisions of this Agreement; provided, however, that the
Authority shall have no further obligations to the Landlord with respect to the payment of Tax
Increments as set forth in Section 3.3.
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15
Section 6.1. Restrictions on Use. Until termination of this Agreement, the Company
agrees for itself, its successors and assigns and every successor in interest to the Development
Property, or any part thereof, that the Company and such successors and assigns shall operate, or
cause the Project to be operated a manufacturing facility and shall devote the Development
Property to, and in accordance with, the uses specified in this Agreement.
Section 6.2. Conflicts of Interest. No member of the governing body or other official
of the Authority shall have any financial interest, direct or indirect, in this Agreement, the
Development Property or the Project, or any contract, agreement or other transaction
contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such
member of the governing body or other official participate in any decision relating to the
Agreement which affects his or her personal interests or the interests of any corporation,
partnership or association in which he or she is directly or indirectly interested. No member,
official or employee of the Authority shall be personally liable to the Authority in the event of
any default or breach by the Company or the Landlord or their successors or on any obligations
under the terms of this Agreement.
Section 6.3. Titles of Articles and Sections. Any titles of the several parts, articles and
sections of the Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 6.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
7196078v4
Karamella, LLC
5393 River Oak Drive
Savage, MN 55378
Attn: Steven Hegedus
with a copy to:
ARTICLE VI
ADDITIONAL PROVISIONS
(1) in the case of the Landlord is addressed to or delivered personally to:
David A. Brandell
775 Prairie Center Drive
Suite 160 Flagship Corporate Center
Eden Prairie, MN 55344
16
Authority at:
7196078v4
(2) in the case of the Company is addressed to or delivered personally to:
(
Abdallah, Incorporated
3501 West Burnsville Parkway
Burnsville, MN 55306
Attn: Steven Hegedus
with a copy to:
David A. Brandell
775 Prairie Center Drive
Suite 160 Flagship Corporate Center
Eden Prairie, MN 55344
in the case of the Authority is addressed to or delivered personally to the
Apple Valley Economic Development Authority, Minnesota
Apple Valley Municipal Center
7100 West 147 Street
Apple Valley, MN 55124
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, as provided in this Section.
Section 6.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 6.6. Law Governing. This Agreement will be governed and construed in
accordance with the laws of the State.
Section 6.7. Expiration. This Agreement shall expire on the Termination Date, unless
earlier terminated or rescinded in accordance with its terms.
Section 6.8. Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the Termination Date.
Section 6.9. Assignability of Agreement. This Agreement may be assigned only with
the consent of the Authority which consent shall not be unreasonably withheld. The TIF Note
may only be assigned pursuant to the terms of the TIF Note.
17
IN WITNESS WHEREOF, the Authority, the Company and the Landlord have caused
this Agreement to be duly executed in their respective names and on their behalf, on or as of the
date first above written.
STATE OF MINNESOTA
COUNTY OF DAKOTA
7196078v4
) ss
S -1
APPLE VALLEY ECONOMIC
DEVELOPMENT AUTHORITY,
MINNESOTA
By
Its President
By
Its Secretary
The foregoing instrument was acknowledged before me this day of ,
2015, by , the President and , the Secretary, respectively of
the Apple Valley Economic Development Authority, Minnesota.
Notary Public
This is a signature page to the Development Assistance Agreement by and between the Apple
Valley Economic Development Authority, Minnesota, Karamella, LLC and Abdallah,
Incorporated
STATE OF MINNESOTA
COUNTY OF DAKOTA
) ss
KARAMELLA, LLC
By
Its
The foregoing instrument was acknowledged before me this day of
2015, by , the of Karamella, LLC.
Notary Public
This is a signature page to the Development Assistance Agreement by and between the Apple
Valley Economic Development Authority, Minnesota, Karamella, LLC and Abdallah,
Incorporated
7196078v4
S -2
STATE OF MINNESOTA
COUNTY OF DAKOTA
7196078v4
) ss
S -3
ABDALLAH, INCORPORATED
By
Its
The foregoing instrument was acknowledged before me this day of
2015, by , the of Abdallah, Incorporated.
Notary Public
This is a signature page to the Development Assistance Agreement by and between the Apple
Valley Economic Development Authority, Minnesota, Karamella, LLC and Abdallah,
Incorporated
EXHIBIT A
Legal Description of Development Property
CITY OF APPLE VALLEY, MINNESOTA
The legal description of the property, located in the above referenced Tax Increment
Financing District in the City of Apple Valley, Dakota County, Minnesota is as follows:
That part of the East Half of the Southwest Quarter of Section 26, Township 115, Range
20, Dakota County, Minnesota, described as follows:
Commencing at the northeast corner of said East Half of the Southwest Quarter; thence
South 89 degrees 53 minutes 15 seconds West, assumed bearing along the north line thereof,
50.00 feet to the point of beginning; thence continue South 89 degrees 53 minutes 15 seconds
West, along said north line, 759.24 feet; thence South 00 degrees 08 minutes 59 seconds East,
643.59 feet to the northerly right of way line of 147th Street West, as described in Document
Number 2820794, as is on file and of record in the Office of the County Recorder, Dakota
County, Minnesota; thence easterly, along said northerly right of way line and along a non -
tangential curve, concave to the south, 150.60 feet, having a radius of 2095.00 feet, central angle
of 04 degrees 07 minutes 07 seconds, chord bearing of North 87 degrees 47 minutes 27 seconds
East, and a chord distance of 150.57 feet; thence North 89 degrees 51 minutes 01 seconds East,
along said northerly right of way line and tangent to last described curve, 606.08 feet to the
westerly right of way line of Johnny Cake Ridge Road, as described in Document Number
442565, as is on file and of record in the Office of the County Recorded, Dakota County,
Minnesota; thence North 00 degrees 05 minutes 31 seconds East, along said westerly right of
way line, 637.69 feet to the point of beginning.
7196078v4
This property is to be platted as Lot 1, Block 1, Karamella Addition
A -1
EXHIBIT B
Form of TIF Note
No. R -1 $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY
TAX INCREMENT REVENUE NOTE
(KARAMELLA, LLC PROJECT)
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 Karamella, LLC (the "Landlord ") 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 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 $736,000 as provided in that certain Development Assistance Agreement, dated as of
, 2015, as the same may be amended from time to time (the "Development Assistance
Agreement "), by and between the Authority, the Landlord and Abdallah, Incorporated (the "Company ").
The unpaid principal amount hereof shall bear interest from the date of this Note at the simple non -
compounded rate of four percent (4.00 %) 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, 2018, and on each February 1
and August 1 thereafter to and including February 1, 2027, 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.
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. 17 (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 469.1794, 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 Landlord shall have terminated the Development Assistance Agreement
7196078v4
B -1
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 is subject to prepayment in immediately available funds on any date at the option of
the Authority, in whole or in part and without penalty.
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.
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.
7196078v4
B -2
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 , 20 .
President Secretary
DO NOT EXECUTE UNTIL THE BUILDING PERMIT IS ISSUED AND A SETTLEMENT
STATEMENT IS PROVIDED FOR THE DEVELOPMENT PROPERTY
REFER TO SECTION 3.3
7196078v4
B -3
CERTIFICATION OF REGIST TION
It is hereby certified that the foregoing Note was registered in the name of Karamella, 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
DATE OF SIGNATURE OF
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REGISTERED OWNER REGISTRATION EDA SECRETARY
Karamella, LLC
5393 River Oak Drive
Savage, MN 55378
B -4
PROJECT NAME:
Karamella Addition
PROJECT DESCRIPTION:
• Submittal of Job Creation Fund application for Abdallah Candies.
STAFF CONTACT:
Margaret Dykes, Planner
DEPARTMENT /DIVISION:
Community Development Department
APPLICANT:
City of Apple Valley
PROJECT NUMBER:
PC15-26-ZSB
city of Apple
Valley
Action Requested
• No action needed. This is an informational item.
ITEM:
EDA MEETING DATE:
SECTION:
September 24, 2015
Updates
Project Summary /Issues
At its September 24 meeting, the City Council will consider a Job Creation Fund ( "JCF ") application
from Abdallah Candies ( "Abdallah "). Abdallah is a candy manufacturer that has been in business
since 1909. The company is currently located in Burnsville in an approximately 60,000 sq. ft. facility
and employs over 80 people. This facility will be retained. Karamella, LLC ( "Karamella "), the
development arm of the company, has received approvals by the City to build a new approximately
73,700 sq. ft. manufacturing/retail facility in Apple Valley to be located northwest of the intersection
of Johnny Cake Ridge Road and 147 Street W. This facility is being developed to handle growth,
and could be further expanded to approximately 159,000 sq. ft. The company expects to employ at
least 80 people at the new facility. The investment in the site will be approximately $12 million.
Though land use approvals have been given, the company will need financial assistance to continue
its growth.
To assist with the expansion, Abdallah has requested assistance from the State of Minnesota through
the JCF program. The program is available to businesses engaged in manufacturing, warehousing,
distribution, technology- related industries, and other eligible activities. Companies must work with
the local government (city, county or township) where a project is located to apply to the Department
of Employment and Economic Development ( "DEED ") to receive designation as a JCF business.
Though the funds are for expanding businesses, the local unit of government must submit an
application to DEED, and a resolution expressing the support of the local government must be
submitted with the application. No public hearing is required because the City will not be acting as a
conduit for the funds; the funds will be awarded directly to Abdallah from DEED. More information
about the JCF program can be found in the City Council memo.
Budget Impact
There is no match required from either the City for the EDA for the JCF, and no budget impacts are
expected.