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HomeMy WebLinkAbout10/27/2016 EDA Special Meetingcity of AppleVlle Y Meeting Location: Municipal Center 7100 147th Street West Apple Valley, Minnesota 55124 October 27, 2016 SPECIAL ECONOMIC DEVELOPMENT AUTHORITY MEETING TENTATIVE AGENDA 6:00 p.m. 1. Call to Order 2. Approve Agenda 3. Approve Consent Agenda Items Consent Agenda Items are considered routine and will be enacted with a single motion, without discussion, unless a commissioner or citizen requests to have any item separately considered. It will then be moved to the regular agenda for consideration. A. Approve Minutes of September 22, 2016 B. Adopt Resolution Certifying Benefit Date Certification for Uponor Annex Facility 4. Regular Agenda Items A. Review Parkside Village - Galante 1. Partial Assignment of Development Agreements 2. Second Amendment to Amended and Re -stated Development Assistance Agreement 5. EDA Items and Communications (For items EDA wishes to discuss) 6. Staff Updates 7. Adjourn Regular meetings are broadcast, live, on Charter Communications Cable Channel 180 and on the City's website at www.cityofapplevalley.org ECONOMIC DEVELOPMENT AUTHORITY City of Apple Valley Dakota County, Minnesota September 22, 2016 Minutes of the special meeting of the Economic Development Authority of Apple Valley, Dakota County, Minnesota, held September 22, 2016, at 6:00 p.m., at Apple Valley Municipal Center. PRESENT: Commissioners Bergman, Goodwin, Hamann -Roland, Hooppaw and Melander ABSENT: Commissioners Grendahl and Maguire City staff members present were: Executive Director Tom Lawell, Attorney Michael Dougherty, Community Development Director Bruce Nordquist, Finance Director Ron Hedberg, Planner Kathy Bodmer, Planner/Economic Development Specialist Alex Sharpe, and Department Assistant Joan Murphy Meeting was called to order at 6:01 p.m. by President Goodwin. APPROVAL OF AGENDA MOTION: of Hooppaw, seconded by Hamann -Roland, approving the agenda. Ayes - 5 - Nays - 0. APPROVAL OF MINUTES MOTION: of Bergman, seconded by Melander, approving the minutes of the meeting of July 28, 2016, as written. Ayes - 5 - Nays - 0. CONSENT AGENDA None PARKSIDE VILLAGE GABELLA Finance Director Ron Hedberg stated that on July 10, 2014, the Apple Valley Economic Development Authority (EDA) entered into a Development Assistance Agreement and Business Subsidy Agreement with IMH Special Asset NT 175 -AVN, LLC (IMH) to provide financial support in the amount of up to $2,684,000 for substantial site improvements involved in the construction of the Parkside Gabella Apartments. On January 28, 2016, the EDA certified the benefit date and acknowledged IMH Special Asset NT 175 -AVN, LLC had met the construction job creation goals. As of March 2015, the project created 159 construction jobs with an average of $30 per hour plus, the value of benefits provided. The Business Subsidy Agreement provided for the refund of penalties and interest that had accrued on delinquent special assessment amounts up to 2012. The total amount of penalties and Economic Development Authority City of Apple Valley Dakota County, Minnesota September 22, 2016 Page 2 interest on delinquent special assessments that had accrued through 2012 and would be potentially refunded totals S1,132,000. The City receives these penalties and interest from Dakota County as IMH makes the annual payments on the Confession of Judgement payments. The development assistance agreement offsets the costs of constructing the Parkside Gabella Apartment project. The construction of Parkside Gabella is complete and the final certificate of occupancy was issued on May 31, 2016. The next key target date included in the Business Subsidy Agreement for the Parkside IMH projects is for the developer to submit for and have issued, the building permit for phase II, the Galante building by April 30, 2017. The building plans have been submitted and are in the review process for this second phase. Discussion followed. MOTION: of Hooppaw, seconded by Hamann -Roland, adopting Resolution No. EDA 2016- 06 authorizing the execution of Tax Increment Revenue Note (Parkside — Gabella Project). Ayes - 5 - Nays — 0. MOTION: of Bergman, seconded by Hooppaw, adopting Resolution No. EDA 2016-07 partially forgiving repayment of business subsidy. Ayes - 5 - Nays — 0. MOTION: of Hooppaw, seconded by Bergman, authorizing First Amendment to Business Subsidy Agreement. Ayes - 5 - Nays — 0. 2017 EDA BUDGET Finance Director Ron Hedberg stated that the proposed 2017 budget, approved by the City Council in the preliminary budget, includes the Economic Development Operations Fund. The items included in the proposed budget are the anticipated activities. If the need arises to address development opportunities, Business Retention, Expansion and Attraction (BREA) activities, further action would be requested to address the need. He reviewed the activity areas in 2017 and the projected 2017 year end fund balance is $103,780. MOTION: of Hamann -Roland, seconded by Melander, adopting Resolution No. EDA 2016- 08 approving the 2017 EDA Budget. Ayes - 5 - Nays — 0. ADJOURNMENT MOTION: of Hooppaw, seconded by Bergman, to adjourn. Ayes - 5 - Nays - 0. The meeting was adjourned at 6:34 p.m. Economic Development Authority City of Apple Valley Dakota County, Minnesota September 22, 2016 Page 3 Respectfully Submitted, Murphy, Department Assist Approved by the Apple Valley Economic Development Authority on Tom Goodwin, President B City of AppleilVally MEMO Planning & Development TO: President, Economic Development Authority Commissioners, and Tom Lawell, Executive Director FROM: Alex Sharpe, Planner and Economic Dev. Spec. DATE: 10/27/16 SUBJECT: Benefit Date Certification for Uponor Annex Facility EDA Action The EDA is asked to adopt a resolution certifying the benefit date for the Business Subsidy Agreement with Uponor, Inc. and authorizing the execution of Exhibit B to the Business Subsidy Agreement. Background On May 28, 2015, the Apple Valley Economic Development Authority (EDA) entered into a Business Subsidy Agreement (BSA) with Uponor Inc. for property owned by Uponor North America Asset Leasing, Inc. This agreement provided financial support in the amount of $800,000 for substantial site improvements. The Agreement required that at least 55 full time jobs at $15.00 an hour, plus benefits be created within two years of the benefit date, and 75 full time jobs be created within three years of the benefit date. The BSA also requires that the EDA certify the benefit through execution of "Exhibit B". Uponor Inc. requests that the Apple Valley Economic Development Authority (EDA) establish the benefit date as December 31, 2016 per Section 1.1 of the Business Subsidy Agreement. Under Section 1.1 of the Business Subsidy Agreement (BSA) the Benefit Date is defined as follows: "Benefit Date" means the later of the following dates: (i) The Project is completed, (ii) the Recipient occupies the Project, or (iii) December 31, 2016. The Benefit date shall be certified by the Authority and the Recipient in substantially the form set forth in Exhibit "B". Uponor North America Asset Leasing, Inc. has finished construction of the Annex facility, received the Certificate Of Occupancy, and are eligible for disbursement of the $800,000 per the BSA. Per the definition above, the "Benefit Date" is December 31, 2016. Staff will be working with Uponor to obtain employment verification for three years from the "Benefit Date" per the agreement. APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. EDA - 2016 - A RESOLUTION CERTIFYING THE BENEFIT DATE FOR THE BUSINESS SUBSIDY AGREEMENT WITH UPONOR INC. WHEREAS, The Board of Commissioners of the Apple Valley Economic Development Authority (EDA) finds the following: WHEREAS, That on May 28, 2015, the Apple Valley Economic Development Authority entered into a Business Subsidy Agreement with Uponor Inc. for property owned by Uponor North America Asset Leasing Inc. to construct an expansion of the existing manufacturing facility with TIF District number 16 in order to stimulate construction of private development in a way which will also create and retain jobs; and WHEREAS, Uponor Inc. on property owned by Uponor North America Asset Leasing Inc. requested assistance from the EDA to support building expansion, construction, and site improvements consistent with the TIF Plan within TIF District Number 16; and WHEREAS, On May 28, 2015 the EDA and Uponor Inc. on property owned by Uponor North America Asset Leasing Inc. entered into a Business Subsidy Agreement and authorized issuance of a forgivable loan the amount of $800,000 for the substantial improvements listed in the Business Subsidy Agreement; and WHEREAS, Section 2.5 of the Business Subsidy Agreement established goals for job retention and creation which are required to be met by the Uponor Inc. on property owned by Uponor North America Asset Leasing Inc. WHEREAS, The goals established are to create and retain fifty-five (55) new full time jobs at the property with an hourly wage of at least $15.00 per hour, plus benefits, on or before the state that is two years from the Benefit Date, and a total of at least seventy-five (75) new fill time jobs with the same wage requirements within three years from the Benefit Date. WHEREAS, the Benefit Date is defined as follows: "Benefit Date" means the later of the following dates: The Project is completed, (ii) the Recipient occupies the Project, or (iii) December 31, 2016. The Benefit date shall be certified by the Authority and the Recipient in substantially the form set forth in Exhibit "B". WHEREAS, The EDA finds the following: 1. The project has been completed per the guidelines of the Business Subsidy Agreement 2. The Recipient (Uponor Inc.) has been issued a Final Certificate of Occupancy on February 10, 2016 NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Apple Valley, Dakota County, Minnesota, that the Economic Development Authority certifies that the benefit date is determined to be December 31, 2016 and authorize the execution of Exhibit B to the Business Subsidy Agreement. ADOPTED the 27th day of October, 2016. Thomas Goodwin, President ATTEST: Pamela J. Gackstetter, Secretary EXHIBIT B BENEFIT DATE CERTIFICATION Pursuant to the Business Subsidy Agreement, made between Apple Valley Economic Development Authority and Uponor, Inc., (hereinafter, the "Parties"), Uponor, Inc., was approved for a subsidy in an amount of Eight Hundred Thousand and No/100 Dollars ($800,000.00) from Apple Valley Economic Development Authority. This subsidy is subject to the terms and conditions set forth in the aforementioned Business Subsidy Agreement. 1N WITNESS WHEREOF, the Parties do hereby acknowled e the Benefit Date as defined in Minnesota Statutes § 1161..993, Subd. 2, isDe-'6t'ievting3 20 (the "Benefit Date"). APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY By: Tom Goodwin Its: President By: Pamela J. Gackstetter Its: Secretary UPONOR, INC., an Illinois corporation 15 00..0 ...• City of App el, Valley ITEM: EDA MEETING DATE: SECTION: 4(A)1 &2 October 27, 2016 Regular Agenda PROJECT NAME: Parkside Village Galante — Bigos-Galante Assignment PROJECT DESCRIPTION Parkside Village Galante - Conveyance to Bigos-Galante, LLC (Lot 1, Block 7; Lot 1, Block 8; and Vacated Portion of Fortino Street between Galaxie Avenue and Galante Lane, to be Platted as Lot 1, Block 1, Parkside Village Galante) STAFF CONTACT: Bruce Nordquist, Community Development Director; Kathy Bodmer, Planner DEPARTMENT/DIVISION: Community Development Department APPLICANT: IMH Gabella LLC and Bigos Management PROJECT NUMBER: PC16-41-Misc. APPLICATION DATE: October 3, 2016 Proposed Action 1. Adopt Resolution Consenting to Partial Assignment of Development Agreements to Bigos- Galante LLC. 2. Adopt Resolution Approving Second Amendment to Amended and Restated Development Assistance Agreement Project Summary/Issues IMH Special Asset NT 175 -AVN, LLC received authorization to construct the Parkside Village development on January 24, 2013. The project included two sites, the 196 -unit Parkside Village Gabella building north of Kelley Park and the 126 -unit Parkside Village Galante building west of Kelley Park. Construction of the Parkside Village Gabella building was completed with the final certificate of occupancy issued on May 31, 2016. Bigos Management executed a purchase agreement with IMH to purchase the Galante property on the southeast corner of Galaxie Avenue and 152nd Street. In connection with the purchase, Bigos Management submitted an application requesting tax increment financing assistance to construct the Parkside Village Galante building as previously approved by the City. The City's Financial Consultant, Northland Securities, conducted a review of the Bigos Management company and determined, based on information provided, that Bigos has the experience and capacity to complete the project. Bigos currently has 45 apartment buildings in its portfolio in Minnesota. A reference letter from BMO Harris Bank indicates Bigos has maintained a long term relationship with the bank and Bigos has sufficient banking capacity to complete the Galante development. The consultant analyzed the pro forma for the project and determined the Galante development may not occur with only private investment. The overall development of the Galante building will be consistent with the previously approved plans. The building footprint, parking lot and access points all remain the same. Bigos-Galante plans to make minor modifications to the units, removing the three bedroom units to reflect market demand. As a result, the number of units will increase from 126 to 134. An exterior pool is added to provide an additional amenity for the residents. Other than these minor changes, the building remains the same as approved January 2013. The revised building permit plans are scheduled to be reviewed by the City Council at its November 10, 2016, meeting. The Parkside Village development is subject to an approved Development Assistance Agreement and Business Subsidy Agreement which requires the Apple Valley Economic Development Authority (EDA) and City Council to review and consent to transfers of ownership and assignment of documents. The attached resolutions accomplish the following: 1. Consent to the transfer of ownership of the "Galante" property to Bigos-Galante LLC and partially assigns the approved development agreements to Bigos. The partial assignment will require Bigos to perform all of obligations of the agreements previously executed by the City, EDA and owners as they relate to the Galante property, including: • Amended and Restated Development Assistance Agreement and all subsequent amendments including Second Amendment to Amended and Restated Development Assistance Agreement. • Planned Development Agreement • Development Agreement 2. Approves the Second Amendment to Amended and Restated Development Assistance Agreement. The amendments to the Development Assistance Agreement memorialize some of the minor changes of the Bigos project including an increase in the number of units from 126 to 134, the use of a financial guarantee in the form of a letter of credit to secure the upfront payment of $486,500 when the Phase II minimum improvements have been completed and verified, and extending the timeline for completion of construction of the Galante building no later than May 31, 2019. PREVIOUS ACTIONS: At its October 17, 2012, meeting, the Apple Valley Planning Commission voted unanimously to recommend approval of the Parkside Village project with conditions. Subsequently, the City Council reviewed and approved the Parkside Village project with conditions on January 24, 2013. On July 10, 2014, the City Council approved splitting the project into two phases which allowed the developer to move forward with the construction of the Parkside Village Gabella building. On December 10, 2015, the City Council approved the Final Plat and Development Agreement for the Parkside Village Galante building. Budget Impact TIF funding was requested and approved for this project. Attachment(s) 1. Northland Securities Memo October 21, 2016 2. Draft Partial Assignment of Development Agreements 3. Second Amendment to Amended and Restated Development Assistance Agreement 4. Amended TIF Note (Attachment to Second Amendment) NORTHLAND SECURWES MEMORANDUM To: City of Apple Valley From: Tammy Omdal Date: October 21, 2016 Re: Tax Increment Financing (TIF) Assistance for Housing Project The City of Apple Valley (the "City") received a proposal from Bigos Management ("Bigos") for tax increment financing assistance for the proposed development of Galante at Parkside, an approximate 134 unit multifamily rental housing facility ("the Project"). The City and the Apple Valley Economic Development Authority (the "Authority") have an executed Development Assistance Agreement, as amended and restated, with IMH Special Asset NT 175 -AVN, LLC for development of the Project. Bigos is seeking an assignment of the Development Assistance Agreement with modifications. Background of Developer Bigos is a real estate development and property management company working in the rental marketplace in the Twin Cities. The proposed sole owner of the Project will be Ted Bigos, or a limited liability company (LLC) wholly owned by Theodore Bigos. Bigos has in its portfolio 45 apartment buildings in Minnesota totaling over 8,000 units. The most recent projects completed by Bigos include: ▪ Kellogg Square Apartments, St. Paul, MN Class A apartment with 472 units. Taxable market value of $45 million. There is no debt on the property. • Calhoun Greenway, Minneapolis, MN. Class B apartment with 354 units. Taxable market value of $32 million. There is no debt on the property. • Be at Calhoun, Minneapolis, MN. Class A apartment with 185 units. Taxable market value of $33 million. There is no debt on the property. Bigos states they have never defaulted on a loan commitment. Bigos provided to Northland a letter of reference from BMO Harris Bank that the owner of Bigos, Theodore Bigos, and his affiliate companies, has maintained a long-term relationship with the Bank Throughout that relationship, all accounts have been handled as agreed. The Bank further attests in the letter that Mr. Bigos maintains sufficient banking capacity to achieve its obligations related to Galante at Parkside. As outlined later in this memorandum, Bigos is proposing that the Project be financed solely from equity and tax increment assistance. As proposed, there will be no loan commitment for the project Based on information reviewed by Northland, it is our opinion that Bigos has the experience and capacity to complete the Project. Tax Increment Assistance Due to the extraordinary costs associated with acquisition and redevelopment of the proposed site, Bigos requests assignment of the $2,666,000 Tax Increment Financing (TIF) Note and $574,000 in up - 45 South 7th Street, Suite 2000, Minneapolis, MN 55402 Main: (612) 851-5900 / Direct: (612) 851-4964 / Email:tomdal@northlandsecurities.com Member FINRA and SIPC City of Apple Valley TIF Assistance for Galante at Parkside October 21, 2016 Page 2 front payment (made in two -installments and secured by a letter of credit from Bigos) to make the Project financially feasible. This memorandum provides a review of the need for the requested assistance based on Northland's analysis of Bigos pro forma for the Project. Northland conducted a review of Bigo's pro forma to ensure all anticipated sources and uses for the Project were properly included. Exhibit A provides information on the sources and uses of funds for the Project. Based on our review of the pro forma and under current market conditions, we find that the Project may not reasonably be expected to occur solely through private investment within the reasonably near future. Due to the costs associated with acquisition of the property (including payment of outstanding special assessments) and construction of the affordable housing units, this project is feasible only through assistance, in part, from tax increment financing. Source of Tax Increment Financing (TIF) Revenue The source of TIF revenue for the Project is proposed to come from the established Tax Increment Financing District No. 15 (the "TIF District"), a housing district established on November 20, 2012. The adopted Plan for the TIF District retains 100% of the increased local property taxes (the tax increment) from property within the TIF District to pay for project costs. The Plan for the District provides that the City retain 30% of the tax increment to reimburse the City for up -front assistance provided to the developer (as authorized by an interfund loan by the City) and to pay for administration of the TIF District. The remaining 70% of the tax increment is available for payment on the TIF Notes. Exhibit B provides a summary of the projected annual tax increment cash flow from the Project within the TIF District. (Exhibit B includes tax increment cash flow estimated to be generated from the Galante project only.) The City may at its discretion use tax increment not pledged to a TIF note to make payment in order to amortize a note faster and decertify the TIF District earlier than what may otherwise occur. The required statutory decertification date for the TIF District is December 31, 2041. At time of approval of the original agreement with IMH (for the Gabaella and Galante buildings) it was estimated the TIF note would be repaid in 17-18 years or by 2032. This was based on construction of both the Gabella and Galante buildings being completed by December 31, 2015. Based on revised agreement (which provides for two phases for the buildings), plans and assumptions, the TIF note for the Gabella project is estimated to paid in whole within 15-16 years or by year 2031, and payment on the TIF note for the Galante project is estimated to continue over the 25 year term of the TIF District. Review of Need for Developer Assistance Based on our review of the pro forma for the Project, as prepared by Bigos, and under current market conditions, we find that the Project may not reasonably be expected to occur solely through private investment within the reasonably near future. Facts supporting this finding are as follows: a As shown in Exhibit A, the Developer is proposing no debt on the Project. Bigos will pay for the cost of constructing the Project with equity. As shown in Exhibit C, the estimated present value City of Apple Valley TIF Assistance for Galante at Parkside October 21, 2016 Page 3 of the tax increment financing assistance from the City reduces the effective cost of the project by an estimated $2.0 million. The tax increment financing is needed to assist with the costs of site improvement and minimum improvements (i.e., construction of the affordable housing units) to increase the Project's annual income to provide a sufficient return on equity. ■ The total cost for the Project is estimated to be $24.9 million or an approximate $185,709 per unit for 134 units. Based on Northland's experience with similar projects and given the location of the Project, we would expect total development costs to range between $165,000 and $210,000 per unit. The total estimated costs are within this range. The costs include extraordinary expenses related to site improvements and minimum improvements (i.e., construction of the affordable housing units). • The total budget for the Project includes $450,000 of financing costs which is approximately 1.8% of total uses of funds. The Project is proposed to be 100% equity financed. For a project of this nature, if there were to be a developer fee, we would expect to see the fee at no more than 5%. The proposed financing fee is below this threshold. • The estimated average monthly rent for units is $1,382 per month. The Project is estimated to include four stories, with studio and one and two bedroom units. Monthly average rents will range from $1,024 for a studio unit to $1,743 for a two-bedroom unit. The Project will include 27 affordable units (14 studio units and 13 one -bedroom units) and 107 market rate units for a total of 134 units. The total income assumptions for the Project are reasonable. ■ The total expenses, operating and non-operating, are projected at approximately $575 per unit. The projected operating costs for the Project are within industry standards. • Proposed replacement reserves were not detailed in the pro forma provided by Bigos. • As shown in Exhibit C, the Developer's estimated effective return on equity after Project completion is 5.33% with tax increment financing assistance and 4.90% without assistance. Bigos estimated average return is lower than the 6.50% estimated return to INIH (the original developer and current owner of the property) at time of approval of the original Development Assistance Agreement for the Parkside Project (inclusive of both the Gabella and Galante Projects). IME -1 estimated a return without TIF assistance at time of the original Agreement of 4.6%. The current estimated average return for the Project (5.33%) is lower than what we might anticipate for this type of project, which we would expect to be closer to 10%. Other factors may be influencing Bigos expected effective return from the Project. City of Apple Valley TIF Assistance for Galante at Parkside October 21, 2016 Page 4 EXHIBIT A Galante at Parkside Developer Sources and Uses of Funds for Construction 134 Unit Single Residential Apartment Building Total % of Total Per Unit Sources of Funds Mortgage $0 0.0% $0 TIF Paygo Mortgage $0 0.0% $0 Equity $24,885,014 100.0% $185,709 Total Sources of Funds $24,885,014 100.0% $185,709 Uses of Funds Land Acquisition $3,778,023 15.18% $28,194.20 Construction $18,712,070 75.19% $139,642 Soft Costs $1,444,921 5.81% $10,783 Financing Costs* $450,000 1.81% $3,358 Contingency $500,000 2.01% $3,731 Total Uses of Funds $24,885,014 100.00% $185,709 City of Apple Valley TIF Assistance for Galante at Parkside October 21, 2016 Page 5 EXHIBIT B Galante at Parkside (the "Project") Tax Increment Financing District No. 15 Projected Tax Increment for the Project within TIF District No. 15 Assumed Allocation of Estimated Tax TIF Taxes New Base Captured Original Estimated Increment District Value Payable Tax Tax Tax Tax Tax 70% to Year Year Year Capacity, Capacity Capacity Rate Increment Developer 30% to City 1 2015 2016 (2.:3,3 56) 116.471% - 2 2016 2017 (23,356) 116.471% - 3 2017 2018 (23,356) 116.471% 4 2018 2019 93,063 (23, 356) 69,707 116.471% 80,897 56,628 24,269 5 2019 2020 191,711 (23,356) 168,355 116.471% 195,378 136,765 58,613 6 2020 2021 197,462 (23,356) 174,106 116.471% 202,053 141,437 60,616 7 2021 2022 203,386 (23,356) 180,030 116.471% 208,928 146,250 62,678 8 2022 2023 209,487 (23,356) 186,131 116.471% 216,009 151,206 64,803 9 2023 2024 215,772 (23,356) 192,416 116.471% 223,302 156,312 66,991 10 2024 2025 222,245 (23,356) 198,889 116.471% 230,814 161,570 69,244 11 2025 2026 228,913 (23,356) 205,557 116.471% 238,552 166,986 71,566 12 2026 2027 235,780 (23,356) 212,424 116.471% 246,521 172,565 73,956 13 2027 2028 242,853 (2),356) 219,497 116.471% 254,731 178,311 76,419 14 2028 2029 250,139 (23,356) 226,783 116.471% 263,185 184,230 78,956 15 2029 2030 257,643 (23,356) 234,287 116.471% 271,895 190,326 81,568 16 2030 2031 265,372 (23,356) 242,016 116.471% 280,864 196,605 84,259 17 2031 2032 273,334 (23,.356) 249,978 116.471% 290,103 203,072 87,031 18 2032 2033 281,534 (23,356) 258,178 116.471% 299,619 209,734 89,886 19 2033 2034 289,980 (23,356) 266,624 116.471% 309,421 216,595 92,826 20 2034 2035 298,679 (23,356) 275,323 116.471% 319,517 223,662 95,855 21 2035 2036 307,639 (23,356) 284,283 116.471% 329,916 230,941 98,975 22 2036 2037 316,868 (23,356) 293,512 116.471% 340,626 238,438 102,188 23 2037 2038 326,375 (23, 356) 303,019 116.471% 351,658 246,161 105,498 24 2038 2039 336,166 (23, 56) 312,810 116.471% 363,021 254,115 108,906 25 2039 2040 346,251 (23, 56) 322,895 116.471% 374,725 262,308 112,418 26 2040 2041 356,638 (23, 356) 333,282 116.471% 386,780 270,746 116,034 TOTAL = 6,278,516 4,394,961 1,883,555 Key Asssumptions 1 Assumes estimated assessed market value of $13.6M with 50% completed 2017 and 100% completed 2018. 2 TIF District 15 is a housing TIF District with first year of TIF collection in 2016, final year of TIF District will be 2041. 3 Tax rate is based on original certified tax rate for TIF District 15. 4 Analysis assumes 3.0% annual appreciation in value over life of district. 5 Increment collected for 25 years after first year of collection, total of 26 years. 6 PV calculated based on semi-annual paymets. 7 Estimated Tax Increment is after deducting State Auditor Fee of 0.36% of Tax Increment collected. City of Apple Valley TIF Assistance for Galante at Parkside October 21, 2016 Page 6 EXHIBIT C Galante at Parkside Estimated Effective Return on Equity With and Without Tax Increment Financing (TIF) Assistance 2 Scenarios A B Without TIF - As With TIF - As Estimated Estimated by Developer by Developer Effective Annual Gross Income before TIF $1,218,567 $1,218,567 Estimated First Year of TIF after Project Completion 1 $136,765 Effective Annual Gross Income After TIF $1,218,567 $1,355,332 Total Costs (Equity) $24,885,014 $24,885,014 Net Present Value (NPV) of TIF at 8% 1 $2,017,929 Total Costs Less NPV of TIF $24,885,014 $22,867,085 Effective Return 4.90% 5.33% Notes: 1/ This amount represents the estimated present value of payments from City to the Developer to reimburse site improvements and minimum improvements, discounted at the Developer's cost of capital. The Development Assistance Agreement defines the costs to be reimbursed and terms of payment. Total estimated payments to the Developer is $4,968,961. This includes $574,000 of up -front payment (financed from a City interfund loan) and $4,394,961 of paygo payments on a TIF Note (par amount $2,666,000). The TIF Note is payable semi-annual with 5.0% interest pursuant to terms in the Development Assistance Agreement. The TIF Note is payable from tax increment only and is not a general obligation of the City. The TIF Note shall terminate on 2/1/2042 or when principal is repaid, whichever occurs first. Payment on the TIF Note shall be based on the actual tax increment revenue collected and will vary from the estimated included here. 2/ All figures are estimated. CITY OF APPLE VALLEY EDA RESOLUTION NO. 2016 - A RESOLUTION CONSENTING TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS WHEREAS, IMH Gabella, LLC, a Delaware limited liability company, ("IMH") desires to convey property described as Lot 1, Block 7, and Lot 1, Block 8, THE LEGACY OF APPLE VALLEY NORTH, Dakota County, Minnesota, together with that portion of Fortino Street vacated by the City on January 24, 2013, and assign certain agreements to Bigos-Galante LLC, a limited liability company, all as described in the Partial Assignment of Development Agreements, a copy of which is attached to this Resolution (the "Assignment"); and WHEREAS, on October 27, 2016, the Economic Development Authority of Apple Valley, Minnesota, ("AVEDA") conducted a public meeting regarding the proposed conveyance; and WHEREAS, the City Council of the City of Apple Valley, Minnesota ("Council") finds that it is in the best interest of the City and its residents that the City Council consent to the Assignment; NOW, THEREFORE, BE IT RESOLVED, by the AVEDA, that the Economic Development Authority consents to the Assignment; and BE IT FURTHER RESOLVED, that the President and Secretary of the AVEDA are authorized to execute the Consent of the AVEDA attached to the Assignment. ADOPTED this 27th day of October, 2016. Tom Goodwin, President ATTEST: Pamela J. Gackstetter, Secretary PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS {00317584 } PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS THIS PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS (this "Agreement") is made and entered into as of the day of , 2016 (the "Effective Date"), by and between IMH GABELLA, LLC, a Delaware limited liability company ("Assignor"), and Bigos-Galante, LLC, Minnesota limited liability company ("Assignee"). RECITALS Assignor has, of even date herewith, conveyed to Assignee, the real property located in Apple Valley, Dakota County, Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the "Property"). The Property is burdened and benefited by those certain development agreements and other governmental incentive agreements listed and described on Exhibit B attached hereto and made a part hereof (collectively, the "Development Agreements"). Assignor desires to assign to Assignee solely that portion of Assignor's right, title and interest in, to and under the Development Agreements relating to the Property and Assignee desires to accept such assignment and assumes and agrees to perform all of such obligations of Assignor under the Development Agreements relating to the Property arising from and after the Effective Date, in accordance with its terms. NOW THEREFORE, in consideration of One Dollar (S 1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1.) Recitals. The foregoing recitals are correct and are incorporated herein. 2.) Assignment. Assignor hereby transfers, assigns and conveys to Assignee solely that portion of Assignor's right, title and interest in, to and under the Development Agreements relating to the Property (the "Property Rights"). 3.) Acceptance. Assignee hereby accepts the assignment of the Property Rights and hereby assumes all of the rights, obligations and liabilities of Assignor solely with regard to the Property Rights arising from and after the Effective Date and agrees, for the benefit of Assignor, to perform, observe, keep and comply with all of the terms, covenants, conditions, provisions and agreements concerning the Property Rights on the part of Assignor thereunder to be performed, observed, kept and complied with from and after the Effective Date. 4.) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or email (PDF format) signatures shall be deemed and treated as originals. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the first written above. ASSIGNOR: IMH GABELLA, LLC, a Delaware limited liability company By: Southwest Acquisitions, LLC, a Delaware limited liability company Its: Sole Member By: IMH Special Asset NT 175 -AVN, LLC, an Arizona limited liability company Its: Manager and Class A Member By: IMH Financial Corporation, a Delaware corporation Its: Sole Member By: Name: Its: ACKNOWLEDGEMENT STATE OF ARIZONA ) SS COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this day of ,20 ,by ,the ,of IMH Financial Corporation, a Delaware corporation, the Sole Member of IMH Special Asset NT175-AVN, LLC, an Arizona limited liability company, the Manager and Class A Member of Southwest Acquisitions, LLC, a Delaware limited liability company, the Sole Member of IMH Gabella, LLC, a Delaware limited liability company. Signature (Space above for official notarial seal) ASSIGNEE: Bigos-Galante, LLC, a Minnesota limited liability company By: Name: Theodore J. Bigos Its: Chief Manager ACKNOWLEDGEMENT STATE OF ) SS COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by Theodore J. Bigos, the Chief Manager of Bigos-Galante, LLC, a Minnesota limited liability company. Signature (Space above for official notarial seal) EXHIBIT A Legal Description of the Property: Lot 1, Block 7 and Lot 1, Block 8, THE LEGACY OF APPLE VALLEY NORTH, Dakota County, Minnesota, together with that portion of Fortino Street vacated by the City on January 25, 2013. EXHIBIT B List of Development Agreements: 1. Amended and Restated Development Assistance Agreement, by and among the Apple Valley Economic Development Authority, a political subdivision organized under the laws of the State of Minnesota (the "Authority"), the City of Apple Valley, a municipal corporation organized and existing under the laws of the State of Minnesota (the "City"), and IMH Special Asset NT 175 -AVN, LLC, an Arizona limited liability company ("175 - AVN"), dated July 10, 2014, and recorded on September 25, 2014, as Document No. 3031137 in the Office of the Dakota County Recorder, as previously amended by that certain First Amendment to Amended and Restated Development Assistance Agreement, dated effective as of October 9, 2014, and recorded on October 21, 2014, as Document No. 3035036 in the Office of the Dakota County Recorder, and as affected by those certain Partial Assignments of Development Agreements by and between 175 -AVN, as assignor, and Assignor, as assignee, dated as of October 9, 2014, and recorded on October 21, 2014, as Document Nos. 3035344 and 3035345 in the Office of the Dakota County Recorder, as subsequently amended by that certain Second Amendment to Amended and Restated Development Assistance Agreement dated 20 and recorded on , 20 as Document No. in the Office of the Dakota County Recorder (collectively, the "Development Assistance Agreement"). 2. Planned Development Agreements, Parkside Village-Gabella, Parkside Village -Galante by and between 175 -AVN and the City dated July 10, 2014 and recorded on September 25, 2014 as Document No. 3031140, as affected by that certain Partial Assignment of Development Agreements by and between 175 -AVN, as assignor, and Assignor, as assignee, dated as of October 9, 2014, and recorded on October 21, 2014, as Document No. 3035345 in the Office of the Dakota County Recorder. 3. Development Agreement between IMH Gabella, LLC and the City dated January 28, 2016. 4. Business Subsidy Agreement dated July 10, 2014 by and between IMH Gabella, LLC and the Authority. THIS INSTRUMENT WAS DRAFTED BY: IMH Financial Corporation 7001 N. Scottsdale Rd., Suite 2050 Scottsdale, Arizona 85253 Attention: Legal Department Email: lega1MhfC.00111 Phone: (480) 840-8400 CONSENT OF THE CITY Pursuant to Sections 8.2 and 10.9 of the Development Assistance Agreement and Section 2.8 of the Business Subsidy Agreement by and between Assignor and the Apple Valley Economic Development Authority, Minnesota dated July 10, 2014, the City of Apple Valley, Minnesota hereby consents to: (i) the conveyance of the Property to Assignee; (ii) the foregoing Partial Assignment of Development Agreements; and (iii) the assignment by Assignor to Assignee of all right, title and interest of Assignor in and to the Property Rights. CITY OF APPLE VALLEY, MINNESOTA By: Its: Mayor By: Its: City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 20 , by and the Mayor and City Clerk, respectively, of the City of Apple Valley, Minnesota. Notary Public CONSENT OF THE AUTHORITY Pursuant to Sections 8.2 and 10.9 of the Development Assistance Agreement and Section 2.8 of the Business Subsidy Agreement by and between Assignor and the Apple Valley Economic Development Authority, Minnesota dated July 10, 2014, the Apple Valley Economic Development Authority, Minnesota hereby consents to: (i) the conveyance of the Property to Assignee; (ii) the foregoing Partial Assignment of Development Agreements; and (iii) the assignment by Assignor to Assignee of all right, title and interest of Assignor in and to the Property Rights. APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA By: Its: President By: Its: Secretary STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 20 , by and the President and Secretary, respectively, of the Apple Valley Economic Development Authority, Minnesota. Notary Public CITY OF APPLE VALLEY EDA RESOLUTION NO. 2016 - RESOLUTION AUTHORIZING EXECUTION OF A SECOND AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT ASSISTANCE AGREEMENT A. WHEREAS, the City of Apple Valley, Minnesota (the "City"), the Apple Valley Economic Development Authority (the "Authority"), and IMH Special Asset NT 175 -AVN, LLC, an Arizona limited liability company (the "Developer") entered into a Development Assistance Agreement, dated as of February 1,2013 ("Original Agreement"), in connection with the construction of an approximately 322 unit multi -family rental housing facility consisting of two buildings, by the Developer and each building being located in the City; and B. WHEREAS, the City, the Authority and Developer amended such agreement by executing the Amended and Restated Development Agreement on July 10, 2014, ("Restated Agreement") to allow for construction of the Parkside Village Gabella and Galante project in two phases; and C. WHEREAS, the City, the Authority and Developer amended the Restated Agreement by the First Amendment to Amended and Restated Development Assistance Agreement, dated effective as of October 9, 2014, and as affected by the certain Partial Assignments of Development Agreements by and between IMH Special Asset NT 175 -AVN, LLC, as assignor, and IMH Gabella, LLC, a Delaware limited liability company, as assignee, dated as of October 9, 2014 ("Partial Assignments"), D. WHEREAS, the City, the Authority and IMH Gabella, assignee under the Partial Assignments, believe it is in the parties' best interest to further amend the Restated Agreement. NOW, THEREFORE, BE IT RESOLVED by the Economic Development Authority of the City of Apple Valley (AVEDA), Minnesota, as follows: 1. The AVEDA hereby approves the Second Amendment in substantially the form submitted, and the President and the Secretary are hereby authorized and directed to execute the Second Amendment on behalf of the AVEDA. 2. The approval hereby given to the Second Amendment includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City officials authorized by this resolution to execute the Second Amendment. The execution of the Second Amendment by the appropriate officer or officers of the AVEDA shall be conclusive evidence of the approval of the Second Amendment in accordance with the terms hereof. ADOPTED this 27th of October, 2016. Tom Goodwin, President ATTEST: Pamela J. Gackstetter, Secretary SECOND AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT ASSISTANCE AGREEMENT That certain Amended and Restated Development Assistance Agreement, by and among the Apple Valley Economic Development Authority, a political subdivision organized under the laws of the State of Minnesota, the City of Apple Valley, a municipal corporation organized and existing under the laws of the State of Minnesota, and IMH Special Asset NT 175 -AVN, LLC, an Arizona limited liability company ("175 -AVN"), dated July 10, 2014, and recorded on September 25, 2014, as Document No. 3031137 in the Office of the Dakota County Recorder, as previously amended by that certain First Amendment to Amended and Restated Development Assistance Agreement, dated effective as of October 9, 2014, and recorded on October 21, 2014, as Document No. 3035036 in the Office of the Dakota County Recorder, and as affected by those certain Partial Assignments of Development Agreements by and between 175 -AVN, as assignor, and IMH Gabella, LLC, a Delaware limited liability company, as assignee, dated as of October 9, 2014, and recorded on October 21, 2014, as Document Nos. 3035344 and 3035345 in the Office of the Dakota County Recorder (collectively, the "Agreement"), is hereby amended as follows: 1. The definition of "Phase 2 Minimum Improvements" is hereby deleted in its entirety and the following definition is hereby substituted in its place: Phase 2 Minimum Improvements means the substantial completion of the Site Improvements and the improvements contemplated by and in accordance with this Agreement and the Construction Plans and as generally described as a 134 -unit multifamily rental housing facility (Galante Building). 2. Section 3.2(1)(F) of the Agreement is hereby deleted in its entirety and the following Section 3.2(1)(F) is hereby substituted in its place: (F) Delivery of a Letter of Credit in the amount of $486,500 in a form and from a financial institution reasonably acceptable to the City to secure Developer's obligations under this Agreement. The Letter of Credit will be released and returned to the Developer upon issuance of a certificate of occupancy for the Phase 2 Minimum Improvements. 3. Section 2.3(10) of the Agreement is hereby deleted in its entirety and the following Section 2.3(10) is hereby substituted in its place: (10) The Developer shall use commercially reasonable efforts to commence the Phase 2 Minimum Improvements on or before April 30, 2017, and, subject to Unavoidable Delays, to substantially complete the Phase 2 Minimum Improvements on or before December 31, {00317517 2018; provided that in any event (subject to Unavoidable Delays) the Phase 2 Minimum Improvements will be completed no later than May 31, 2019. 4. Sections 3.4(7) and 3.5(7) of the Agreement are hereby deleted in their entirety and the following sentence is hereby substituted in place of each of Section 3.4(7) and 3.5(7): The Tax Increments shall be independently and separately determined with respect to the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements and the related land and applied with respect to payments of the Phase 1 TIF Note and the Phase 2 TIF Note, 5. Section 3.6(1)(A) of the Agreement is hereby deleted in its entirety and the following Section 3.6(1)(A) is hereby substituted in its place: (1) the Authority, the City and the Developer understand and agree that the Tax Increment Districts will constitute a "housing district" under Section 469.174, Subd. 11 of the Tax Increment Act. Accordingly, in compliance with Section 469.1761, Subd. 3 of the Tax Increment Act, the Developer agrees that the Phase 1 Minimum Improvements and the Phase 2 Minimum Improvements must satisfy, or be treated as satisfying, the income requirements for a qualified residential rental project as defined in Section 142(d) of the Internal Revenue Code. The parties further agree that no more than 20% of the square footage of the Phase 1 Minimum Improvements and no more than 20% of the square footage of the Phase 2 Minimum Improvements (which Phase 1 Minimum Improvements and Phase 2 Minimum Improvements are the only buildings receiving assistance from Tax Increments) may consist of commercial, retail, or other nonresidential uses. (A) The Developer must meet the above requirements with respect to the Phase 1 Minimum Improvements as follows: (i) at least 20% of the residential units in the Phase 1 Minimum Improvements must be occupied or held for occupancy by persons whose incomes do not exceed 50% of the County median income; and (ii) the limits described in clause (A)(i) must be satisfied through the Termination Date. Income for occupants of units described in clause (A)(i) shall be adjusted for family size in accordance with Section 142(d) of the Internal Revenue Code and related regulations. (B) The Developer must meet the above requirements with respect to the Phase 2 Minimum Improvements as follows: (i) at least 20% of the residential units in the Phase 2 Minimum Improvements must be occupied or held for occupancy by persons whose incomes do not exceed 50% of the County median income; and 2 (ii) the limits described in clause (B)(i) must be satisfied through the Termination Date. Income for occupants of units described in clause (B)(i) shall be adjusted for family size in accordance with Section 142(d) of the Internal Revenue Code and related regulations. 6. The first sentence of Section 4.4 of the Agreement is hereby deleted in its entirety and the following sentence is hereby substituted in its place: The Developer shall use commercially reasonable efforts to commence the Phase 2 Minimum Improvements on or before April 30, 2017, and, subject to Unavoidable Delays, to substantially complete the Phase 2 Minimum Improvements on or before December 31, 2018; provided that in any event (subject to Unavoidable Delays) the Phase 2 Minimum Improvements will be completed no later than May 31, 2019. 7. The form of the First Mortgage in the form attached to the Agreement as Exhibit F-2 is deleted from the Agreement. 8. Notwithstanding anything contained in the Agreement to the contrary, the Developer's obligations with respect to Phase 1 and Phase 2 will be and are completely separate and independent, including but not limited to provisions relating to insurance, real estate tax obligations, financing, calculation and payment of Tax Increments, Events of Default and remedies. Where the Agreement uses terms or imposes obligations that include both Phase 1 and Phase 2, the Agreement will be interpreted such that the provision will apply to the Phases separately and independently. In no event will a default related to either Phase 1 or any other portion of Parkside Village (other than Phase 2) constitute a default related to Phase 2 or entitle the City to take any action or receive any remedy against Phase 2 or its owner. 9. Attached as Exhibit A is a form of the Phase 2 TIF Note to be issued as provided in the Agreement. 10. Developer will cause this Second Amendment to be recorded in the office of the Dakota County Recorder. 11. The Agreement remains in full force and effect except as specifically amended herein. IN WITNESS WHEREOF, the Authority and the City have each caused this instrument to be duly executed in its name and on its behalf and its seal to be secure into duly affixed, and the Developer has caused this instrument to be duly executed on its behalf, effective as of the day of ,20 [Signature pages follow] 3 CITY OF APPLE VALLEY, MINNESOTA By: Its: Mayor By: Its: City Clerk STATE OF MINNESOTA ) )SS COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 20 , by and the Mayor and the City Clerk, respectively, of the City of Apple Valley, Minnesota. Notary Public This is a signature page to the Second Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Gabella, LLC. 4 APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA By: Its: President By: Its: Secretary STATE OF MINNESOTA ) )SS COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of ,20 ,by and the President and Secretary, respectively, of the Apple Valley Economic Development Authority, Minnesota. Notary Public This is a signature page to the Second Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Gabella, LLC. 5 IMH GABELLA, LLC, a Delaware limited liability company By: Southwest Acquisitions, LLC, a Delaware limited liability company Its: Sole Member By: IMH Special Asset NT 175 -AVN, LLC, an Arizona limited liability company Its: Manager and Class A Member By: IMH Financial Corporation, a Delaware corporation Its: Sole Member By: Name: Its: STATE OF ARIZONA ) SS COUNTY OF MARICOPA ) The foregoing instrument was acknowledged before me this day of ,20 ,by ,the ,of IMH Financial Corporation, a Delaware corporation, the Sole Member of IMH Special Asset NT175-AVN, LLC, an Arizona limited liability company, the Manager and Class A Member of Southwest Acquisitions, LLC, a Delaware limited liability company, the Sole Member of IMH Gabella, LLC, a Delaware limited liability company. Notary Public This is a signature page to the Second Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Gabella, LLC. 6 THIS INSTRUMENT WAS DRAFTED BY: IMH Financial Corporation 7001 N. Scottsdale Rd., Suite 2050 Scottsdale, Arizona 85253 Attention: Legal Department Email: I e 1 ((i)m h co m Phone: (480) 840-8400 7 No. R-1 $2,666,000 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE (GALANTE 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 Bigos-Galante, LLC, or its registered assigns (the "Registered Owner"), but only in the manner, at the times, from the sources of revenue, and to the extent hereinafter provided. The principal amount 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 $2,666,000 as provided in that certain Amended and Restated Development Assistance Agreement, dated as of July 1, 2014 (the "Original Agreement"), as amended by a First Amendment to Amended and Restated Development Assistance Agreement dated as of October 9, 2014 (the "First Amendment", and together with the Original Agreement, the "Agreement"), by and between the Authority, the City of Apple Valley, Minnesota (the "City") and IMH Special Asset NT 175 -AVN, LLC ("175 -AVN"), and as assigned to IMH Gabella, LLC by 175 -AVN, pursuant to a Partial Assignment of Development Agreements, dated October 9, 2014 (the "Assignment"). The Agreement was further amended by a Second Amendment to Amended and Restated Development Assistance Agreement by and between the Authority, the City, and IMH Financial Corporation, the Sole Member of 175 -AVN, the Manager and Class A Member of Southwest Acquisitions, LLC, the Sole Member of IMH Gabella, LLC, dated as of , 2016 (the "Second Amendment" and together with the "Agreement", the "Development Assistance Agreement"). The Development Assistance Agreement was assigned to the Registered Owner by IMH Gabella, LLC pursuant to a Partial Assignment of Development Agreements, dated as of , 2016. The unpaid principal amount of the Note shall bear simple, non -compounding interest from the date of issuance of the Note at 5.0% 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, 2019, and on each August 1 and February 1 thereafter to and including February 1, 2042 (as determined in accordance with the Development Assistance Agreement), 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 7915814v1 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 70% of the tax increments (the "Tax Increments") from the Phase 2 Development Property and the Phase 2 Minimum Improvements (as defined in the Development Assistance Agreement) within the Authority's Tax Increment Financing District Tax Increment Financing District No. 15 (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 9.2(3) thereof; (iii) on the date the Tax Increment District is terminated; or (iv) on the date that all principal and interest payable hereunder shall have been paid in full, whichever occurs earliest. The Authority makes no representation or covenant, expressed 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, without interest accruing thereon in the meantime, if said Event of Default shall thereafter have been timely cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Assistance Agreement the Authority elects to cancel and rescind the Development Assistance Agreement, the Authority shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Assistance Agreement, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the Authority and is payable by the Authority only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the Authority and neither the full faith and credit nor the taxing powers of the Authority are pledged to the payment of the principal of this Note and no property or other asset of the Authority, save and except the above - referenced Tax Increments, is or shall be a source of payment of the Authority's obligations hereunder. This Note is issued by the Authority in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the consent of the Authority which consents 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 2 7915814v1 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, statutory or charter limitation thereon. IN WITNESS WHEREOF, Apple Valley Economic Development Authority, Minnesota, by its Board of Commissioners, has caused this Note to be executed by the manual signatures of its President and Secretary and has caused this Note to be dated as of , 20 . President Secretary 3 7915814v1 CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on 20 , was on said date registered in the name of Bigos-Galante, 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 REGISTERED OWNERS REGISTRATION EDA SECRETARY Bigos-Galante, LLC 4 7915814v1 , 20 , 20 , 20 , 20