HomeMy WebLinkAbout2000-021 CCRits adoption: Member Debra Hilstrom introduced the following resolution and moved
RESOLUTION NO. 00-9-L
RESOLUTION APPROVING REDEVELOPMENT AGREEMENT WITH
TALISMAN LLC
WHEREAS, pursuant to the Minnesota Business Subsidy Act, the City Council
conducted a public hearing on the 24th day of January, 2000, on a proposed grant of a business
subsidy to Talisman LLC for the redevelopment of the Brookdale Mall; and
WHEREAS, the proposed business subsidy was reviewed pursuant to the City of
Brooklyn Center's Business Subsidy Policy and was determined to meet the mandatory criteria and
was reviewed under the evaluative criteria as set forth in Exhibit B, which is attached hereto and
incorporated herein by reference; and
WHEREAS, attached hereto and incorporated herein by reference as Exhibit A is
a proposed redevelopment agreement between the Economic Development Authority in and for
the City of Brooklyn Center and Talisman LLC; and
WHEREAS, the terms and conditions set forth in the proposed redevelopment
agreement in Exhibit A appear to be reasonable and proper.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Brooklyn Center that the redevelopment agreement and business subsidy of $2.9 million is pay as
you go tax increment financing as set forth in Exhibit A be and hereby is recommended for
approval by the Economic Development Authority in and for the City of Brooklyn Center.
Januarv 24. 2000
Date Mayor
ATTEST: LN~
City Clerk ~I
The motion for the adoption of the foregoing resolution was duly seconded by member
Kay Lasman
and upon vote being taken thereon, the following voted in favor thereof: Myrna Kragness, Debra Hilstror
and the following voted against the same: none; Kay Lasman, Ed Nelson, and
whereupon said resolution was declared duly passed and adopted. Robert Peppe;
DEVELOPMENT AGREEMENT
BY AND BETWEEN
BROOKLYN CEN'T'ER ECONOMIC DEVELOPMENT AUTHORITY
AND
TALISMAN BROOKDALE, LLC
This document drafted by:
BRIGGS AND MORGAN (MMD)
Professional Association
2200 West First National Bank
Building..
St. Paul, Minnesota, 55101
988288.6
RESOLUTION NO. 00-21
TABLE OF CO,g,
Exhibit A
La=
RECITALS . . . . . . . . . . . . . . . . . . . . 1
'--ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . .
2
Section
1.1.
Definitions . . . . . . . . . . . . . .
2
ARTICLE II -
REPRE
SENTATIONS AND WARRANTIES . . . .
~
5
Section
2.1.
the
Representations and Warranties of
Authority . • . . • .
5
Section
2.2.
Representations and Warranties of the
Developer . . . . . . . . . . . . . .
. 5
ARTICLE III -
CONSTRUCTION OF MINIMUM IMPROVEMENTS . . .
. 8
Section
3.1..
' Construction of Minimum Improvements
8
Section
3.2.
Construction Plans . . . . . . . .
. 8
Section-
3.3.
Commencement and Completion of
Construction . . • • • . . . • .
. 9
Section
3.4.
Certificate of Completion . . . . . . . .
. 9
Section
3.5.
Daytons Minimum Improvement . . . .
10
ARTICLE IV -
ASSE
SSMENT AGREEMENT . . . • . . . . . . . . .
11
Section
4.1.
Execution of Assessment Agreement . . . .
11..
Section
4.2.
Real Property Taxes . . . . . . . . . . .
11
ARTICLE V - DAMAGE, DESTRUCTION OR CONDEMNATION . . . . . . .
13
Section
5.1.
Damage, Destruction or Condemnation
13
ARTICLE VI -
TAX
INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY
14
Section
6.1.
Preconditions to Issuance of Tax Increment.
Note . . . . . . . . . . . . . . . .
14
Section
6.2.
Tax Increment Revenue Note . . . . . . . .
15
Section
6.3.
Use of Tax increments . . . . . . . . . .
16
Section
6.4.
Business Subsidy Act. . . . . . . . . .
16-
Section
6.5.
Payments to Authority . . . . . . . . . .
17
Section
6.6.
Tax Deferrals or Abatements . . . . . . .
18
ARTICLE VII - PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; INDEMNIFICATION . . . . . . . . . 19
Section 7.1. Status of Developer; Transfer of
Substantially All Assets . . . . . . 19-
Section 7.2. Prohibition Against Transfer of Property
and Assignment of Agreement . . . . . 19
Section 7.3. Approvals . . . . . . . . . . . . . . 20
ARTICLE VIII - EVE;
Section 8.1.
Section 8.2.
Section 8.3.
Section 8.4..
9TS OF DEFAULT . . . . . . . . . . 22
-Events of Default Defined 22
Remedies on Default . 23
No Remedy Exclusive . . . . . . . . . . 24
No Implied Waiver . . . . . . . . . . 24
988288.6
RESOLUTION NO. {}0-21 Exhibit A
Section 8.5. Agreement.to Pay Attorney's Fees and
Expenses . . . . . . . . . . . . . • . 24
Section B.Z. Indemnification of Authority and City . 24
ARTICLE IX - ADDITIONAL PROVISIONS . . . . . . . . . . . . . 26
Section 9.1. Restrictions on Use. . . . . . . . . . 26
Section 9.2. Conflicts of Interest . . . . . . . 26
Section 9.3. Titles of Articles and Sections . . . . . 26
Section 9.4. Notices and Demands . . . . . . . . . . 26
Section 9.5. Counterparts . . . . . . . . . . . . . . . 27
Section 9.6. Law Governing . . • . . . . . • . 27
Section'9.7. Expiration . . . . . . . • • • 27
Section 9.8. Provisions Surviving Rescission or
Expiration . . . . . 27
EXHIBIT A - Legal-Description of Tax Increment Financing
District No. 03 . . . . . . . . • . . . A-1
EXHIBIT B - Legal Description of Development Property B-1
EXHIBIT C - Description of Eligible Improvements . . C-1
EXHIBIT D - Description of Minimum Improvements . . D-1
EXHIBIT E - Description of Daytons Minimum Improvements . . . E-1'-
EXHIBIT F - List of Eligible Tenants • . . . F-1
EXHIBIT G - Certificate of Completion . • . . . . . • . • G-1
EXHIBIT H - Assessment Agreement . . . . . . H-1
EXHIBIT I - Form of Tax Increment Note I-1
EXHIBIT J --Legal Description of Adjacent Development
Property . . . . . . . . . . . . . . . . . J-1
EXHIBIT K - Daytons Lease . . . . . . . . . . . . . . . . K-1
988288.6
01/14/00 FRI 16:25 FAI 305 6629616 _ TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21
DEVELOPMENT AGREEMENT
.THIS AGREEMENT, made as of the
Center Economic Development
2000, by and between the Brooklyn Cents
- Authority, Minnesota (the "Authority"),
politic organized and existing under the
Minnesota and Talisman Brookdale, LLC,
liability company (the "Developer"),
WITNESSETH:
Exhibit A
day of ,
a body corporate and
laws of the State of
a DEL AW&&'o, limited
WHEREAS, pursuant to Minnesota Statutes, Sections 469.001 to
469.047, the Authority has formed Redevelopment Project No. 1
(the "Redevelopment Project") and has adopted a redevelopment
plan therefor (the "Redevelopment Plan"); and
WHEREAS, pursuant to the provisions of Minnesota Statutes,
Section 469.174 through 469.179, as amended, (hereinafter the
"Tax Increment Act"), the Authority has created Tax Increment
Financing District No. 03 as a redevelopment district (the "Tax
Increment District"), the legal description of which is attached
hereto as Exhibit A, a'nd has adopted a tax increment financing
plan therefor (the "Tax Increment Plan") which provides for the
use of tax increment financing in connection with development
within the Redevelopment Project; and
WHEREAS, in order to achieve the objectives of the
Redevelopment Plan and particularly to make the land in the
Redevelopment Project available for development by private
enterprise in conformance with the Redevelopment Plan, the
Authority has determined to assist the Developer with the public
cost of the Minimum Improvements (as hereinafter defined) to be
constructed on certain property within the Tax Increment District-
as more particularly set forth in this Agreement; and
WHEREAS, the Authority believes that the Minimum
Improvements, and fulfillment of this Agreement are in the best
interests of the City of Brooklyn Center, and in accordance with
the public purpose and provisions of the applicable state and
local laws and requirements under which the Minimum Improvements
have been undertaken.
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:
2002 ~
3i
1
998288.6
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;
Adjacent Development Propel means the land legally
described on Exhibit J attached hereto;
Anchor Tenant- means Daytons, Penny's, Mervyn's, Sears and
Kohls;
Assessment Agreement means the agreement substantially in
the form attached hereto as Exhibit F and made a part of this
Agreement, among the Developer, the City and the Assessor for the
City, entered into pursuant to Article IV of this Agreement;
AaspR"Ror'a Minimum Market value means the agreed minimum
market value of the Development Property for calculation of real
property taxes as determined by the assessor for the City
pursuant to the Assessment Agreement;
Authority means the Brooklyn Centex_Economic Development
Authority;
r ificatA of Completion means the certification. in
substantially the form-attached hereto as Exhibit G and made a
part of this Agreement to be provided by the Authority to the
Developer pursuant to Section 3.4 of this Agreement;
Laty means the City of Brooklyn Center, Minnesota;
Construction Plans means the plans, specifications, drawings
and related documents of the construction work to be performed by
the Developer on the Development Property. The plans (a) shall
be as detailed as the plans, specifications, drawings and related
documents which are submitted to the building inspector of the
City, and (b) shall include at least the following: (1) site -
plan; (2)"site,grading and drainage plans; (3) foundation plan;
(4) basement plans, if any; (5) floor plan for each floor; (6)
cross sections of each (length and width); (7) elevations .(all
sides) and (8) landscape plan;
County means Hennepin County, Minnesota;
j~vtons Minimum Improve s means the remodeling of the
existing Dayton's located on the Adjacent Development Property as
more particularly described on Exhibit E attached hereto;
988288.6 2
01/14/00 FRI 16:26 FAX 305 6629616 - TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 - Exhibit A
Developer means Talisman Brookdale, LLC,. a _Lo ve t D Pr
limited liability company, its successors and assigns;
DevelQWa_n.t Prg2erty means the land legally described on
Exhibit B attached hereto;
B-1-icfib P- Tmurove e~ nta means the acquisition of parcels
containing buildings which are structurally substandard, and any
adjacent parcels necessary to provide a site of sufficient size
to permit development, relocation of utilities, construction of
parking improvements, soil correction, demolition, and
rehabilitation of structures, and site preparation undertaken on
the Development Property in connection with the Minimum
Improvements as further described on Exhibit C attached hereto,
but only to the extent the Developer provides evidence
satisfactory to the Authority that such activities satisfy the
requirements of-Minnesota Statutes, Section 469.176, subd. 4;
Eligible Tenant:l mean the retail businesses listed on
Exhibit F attached hereto, or retail business of the same or
similar quality acceptable to the Authority as evidenced by a
written acceptance executed by the Authority;
Event- of Default means any of the events described in
Section 8.1;
Final Pa=en Date, means the earlier of (a) the date all
principal and accrued interest is paid on the Note, or (b) 45
days after the City receives from the County the second
installment of property taxes for the taxes payable year 2007;
9003
Y
Minimum Improve,z means the reconfiguration of the
Brookdale Mall and the creation of open spaces and other
improvements as more particularly described on Exhibit D attached
hereto;
Note gDt Dat:p, means 45 days after the City receives the
property tax settlements from the County, commencing with the
first property, tax settlement in the taxes payable year 2003, and
continuing through the Final.Payment Date;
$=Qject means the buildings and improvements located on the-
Development Property, including the Minimum Improvements to be
constructed thereon;
,State means the State of Minnesota;
Tax T crement &gr. means Minnesota Statutes, Sections 469.174
through 469.179, as amended;
T,px Tncr_ement District means Tax Increment Financing
District No. 03 legally described in Exhibit A attached hereto
RESOLUTION NO. 00-21 - Exhibit A
and qualified as a redevelopment district under the Tax Increment
Act;
May Increment Financing Plan means the plan approved for the
Tax-Increment District;
TX Increment Note or 17ote means the tax increment note in
substantially the form attached hereto as'Exhibit I;
Tax Increments means any tax increments derived from the
Development Property and Adjacent Development Property which have
been received and retained by the Authority in accordance with
the provisions of Minnesota,Statutes, Section 469.177, or
otherwise pursuant to the Tax Increment Act;
Termination Date means the Final Payment Date;
17navoidable 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 or the._
City) which directly result in delays.
988288.6
01/14/00 FRI 16:26 FAX 305 6629616 TALISMAN COMPANIES LLC Q004
RESOLUTION NO. 00-21 - Exhibit A
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representationg asad Warrant?eR of tha
--Authorit:%. The Authority makes the following representations and
warranties:
(1) The Authority is a body corporate and politic of the
State of Minnesota and has the power to enter into this Agreement
and carry out its obligations hereunder.
(2) The Tax increment District is a "redevelopment
district" within the meaning of Minnesota Statutes, Section
469.174, Subdivision 10 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 objectives set forth in the Redevelopment
Plan.
(4) To finance the costs of the activities to be undertaken
on the Development Property, the Authority proposes-to, subject
to the further provisions of this Agreement, apply Tax
Increments, among other things, to reimburse the Developer for a
portion of the costs of the Eligible Improvements.
(5) The Authority has requested Hennepin County to certify
the original tax capacity of the Tax Increment District.
Section 2.2. Representations and WarrantieB of W
Develop. The Developer makes the following representations and
warranties:
(1) The Developer is a limited liability company duly
incorporated under the laws of the State of Al'.ooe/n.9 , is
in good standing and duly authorized to conduct its business in
the State of Minnesota and-all other states where its activities
require such authorization, has the power to enter into this
Agreement, and to use the Project for the purpose set forth in
this Agreement and by proper'corporate action has authorized the
execution and delivery of this Agreement.
(2) The Developer will construct the Minimum*Improvements,
and will operate and maintain the Project 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), except for
variances necessary to construction the Minimum improvement's
contemplated in the Construction Plans approved by the City.
RESOLUTION NO. 00-21
Exhibit A
(3) The construction of the Minimum Improvements would not
be undertaken by the Developer, and,in the opinion of the
Developer would not be economically feasible within the
reasonably foreseeable future, without the assistance and benefit
to the Developer provided for in this Agreement.
(4) The Developer will 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 Minimum Improvements may be
lawfully constructed..
(5) 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 Developer is now a
party or by which it is bound, or constitutes a default under-any
of the foregoing.
(6) The Developer will provide and maintain or cause to be
maintained at all times and, from time to time at the request of
the Authority, furnish the Authority with proof of payment of
premiums on insurance of amounts and coverages normally held by
businesses engaged in activities similar, to those of the
Developer.
(7) The Developer has not received any notice from any
local, state or federal official that the activities of the
Developer, or that the Development Property may or will be in
violation of any environmental law or regulation. The Developer
is not aware of any state or federal claim filed or planned to be
filed by any party relating to any violation of any local, state
or federal environmental law, regulation or review procedure, and
the Developer is not aware of any violation of any local, state
or federal law, regulation or review procedure which would give
any person a valid claim under the Minnesota Environmental Rights
Act or other state or federal environmental statute.
(8) The Developer will cooperate fully with the City and
the Authority with respect to any litigation commenced with-
respect to the Project.
(9) The financing commitments which the Developer has
obtained to finance construction of the Minimum Improvements,
together with financing provided by_the Authority-pursuant to
this Agreement, will be sufficient to enable the Developer to
successfully complete the Minimum Improvements in conformance
with the Construction Plans.
988288.6 6
RESOLUTION NO. 00-21
Exhibit A
(10) 'The Developer will cooperate fully with the City and
the Authority in resolution of any traffic, parking, public
nuisance, or public safety problems which may arise in connection
with the construction and operation of the Project.
.(11) The Developer will expend at least $50,000,000 on the
__capital costs of construction of the Minimum Improvements,
payments to the owners of the Anchor Tenafits for remodeling
costs, acquisition of the Penny's store, and demolition costs of
Development Property or Adjacent Property, which costs are
exclusive of equipment or other personal property and any "soft
costs" such as architectural, engineering, management,
administrative overhead, financing and legal costs.
(12) The construction of the Minimum Improvements will
commence on or before March 1, 2000, and barring Unavoidable
Delays, the Minimum improvements will be substantially completed
by March 15, 2002. Notwithstanding the foregoing, the Developer
represents that the Development Property will have a market value
of at least $45,000,000 as of January 2, 2002.
(13) The Developer has received assurances from the owner
of the Daytons store located on the Adjacent Development Property
that the construction of the Daytons Minimum Improvements will
commence on or before December 1, 2000, and barring Unavoidable
Delays, the Daytons Minimum Improvements will be substantially
completed by June 30, 2002. Notwithstanding the foregoing, the
Developer represents that the Adjacent.Development Property will
have a market value of at least $30,000,000 as of January 2,
2002.
(14) No part of the Development Property shall be leased or
used as for an adults=only entertainment center, adults only
bookstore, adults-only motion picture theater, massage parlor,
rap parlor or sauna, and the Developer covenants and agrees that
its objective in developing the Development Property include the
preservation of a wholesome and first class, quality image for
the Development Property and Developer shall not cause the _
Development Property to be used for any event or other purpose
which is inconsistent with decency and good taste.
988288.6 7
RESOLUTION NO. 00-21 -
ARTICLE III
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Exhibit A
- Section 3.1. Construction of Minimum ImnroveT1Q s . The
Developer agrees that it will construct the Minimum Improvements
-.on the Development Property in conformance with the approved
Construction Plans. The Developer agrees that the scope and scale
.of the Minimum Improvements to be constructed shall not be
significantly less than the scope and scale of the Minimum
Improvements as detailed and outlined in the Construction Plans
and Exhibit D hereof.
Section 3.2. Construction Plans. The Developer shall
provide the Authority with Construction Plans, which shall be
subject to approval by the Authority as provided in this Section
3.2. The. Construction Plans shall provide for the Minimum
Improvements to be constructed on the Development Property, and
shall be in substantial conformity with the Redevelopment Plan,
this Agreement, and all applicable state and local laws and
regulations. The Authority shall approve the Construction Plans
in writing if: (a) the Construction Plans conform to the terms
and conditions of this Agreement; (b) the Construction Plans
substantially conform to the terms and conditions of the
Redevelopment Plan; (c) the Construction Plans conform to all
applicable federal, state and local laws, ordinances, rules and
regulations; (d) the Construction Plans are adequate for purposes
of this Agreement to provide for the construction of the Minimum
improvements; and (e) no Event of Default under the terms of this
Agreement has occurred; provided, however, that any such approval
-of the'Construction Plans pursuant to this Section 3.2 shall
constitute approval for the purposes of this Agreement only and
shall not be deemed to constitute approval or waiver by the
Authority or the City with respect to any building, zoning or
other ordinances or regulation of the City, and shall not be
deemed to be sufficient plans to serve as the basis for the
issuance of a building permit if the Construction Plans are not
as detailed or complete as the plans otherwise required for the
issuance of a building permit. Such Construction Plans must be
rejected in writing by the Authority within fifteen (15) days of
submission or shall be deemed to have been approved by the
Authority. If the Authority rejects the Construction Plans in
whole or in part, the Developer shall submit new or corrected
Construction Plans within thirty (30) days after receipt by the
Developer of written notification of the rejection, accompanied
by a written statement of the Authority specifying the respects
in which the Construction Plans submitted by the Developer fail
to conform to the requirements of this Section 3.2. The
provisions of this Section 3.2 relating to approval, rejection
and resubmission of corrected Construction Plans shall continue
to apply until the Construction Plans have been approved by the
Authority; provided, however, that in any event the Developer
shall submit Construction Plans which are approved by the
988288.6 8
RESOLUTION NO. 00-21
Exhibit A
Authority prior to commencement of construction of the Minimum
Improvements. Approval of the Construction Plans by the
Authority shall not relieve the Developer of any obligation to
comply with the terms and provisions of this Agreement, or the
provision of applicable federal, state and local laws, ordinances
and regulations, nor shall approval of the Construction Plans by
the Authority be deemed to.constitute a waiver of any Event of
` Default.
If the Developer desires to make any material change in the
Construction Plans after their approval by the Authority, the
Developer shall submit the proposed change to the Authority for
its approval. If the Construction Plans, as modified by the
.proposed change, conform to the approval criteria listed in this
Section 3.2 with respect to the original Construction Plans and
do not constitute-a material modification to the scope, size,
materials or use of the Minimum Improvements or to the site plan
therefor, the Authority shall approve the proposed change. Such
change in the Construction Plans shall be deemed approved by the
Authority unless rejected in writing within ten (10) days by the
Authority with a statement of the Authority's reasons for such
rejection.
Section 3.3. Commencement and Completion_of_ Construction.
Subject to Unavoidable Delays, the Developer shall commence
construction of the Minimum Improvements by March 1, 2000, or on
such other date as the parties shall mutually agree in writing.
Subject to Unavoidable Delays, the Developer shall have
substantially completed the construction of Minimum Improvements
by March 15, 2002. Time lost as a result of Unavoidable Delays
shall be added to extend this date beyond March 15, 2002, a
number.of days equal to the number'of days lost as a result of
Unavoidable Delays. All work with respect to the Minimum
Improvements to be constructed or provided by the Developer on
the Development Property shall be in conformity with the
Construction Plans as submitted by the Developer and approved by
the Authority.
Section 3.4. Certificate of Comoletion. Promptly after.the
Developer has demonstrated to the reasonable satisfaction of the
Authority that the Minimum Improvements have been completed in
accordance. with the provisions of this Agreement, including the
Construction Plans approved by the Authority, the Authority will
furnish the Developer with a Certificate of completion, in
substantially the form set forth in Exhibit G attached hereto.
Such Certificate of Completion shall be a conclusive
determination of satisfaction of the agreements and covenants in
this Agreement with respect to the obligations of the Developer
to construct the Minimum Improvements.
If the Authority shall refuse or fail to provide a
Certificate of Completion in accordance with the provisions of
this Section 3.4, the Authority shall, within ten (10) days after
988288.6 9
RESOLUTION NO. 00-21
Exhibit A
written request by the Developer, provide the Developer with a
written statement indicating in adequate detail in what respects
the Developer has failed to complete the Minimum.Improvements in
accordance with the provisions of this Agreement, or is otherwise
in default under the terms of this Agreement, and what measures
or acts it will be necessary, in the opinion of the Authority,
-_for the Developer to take or perform in order to obtain such
Certificate of Completion.' The Authority-shall have the right to
inspect all of the books and records of the Developer to verify
the accuracy of the representations made by the Developer in
Section 2.2(11) and 6.1 hereof.
Section 3.5. Dayt-ons Minimum I=nvP.M= . The Developer
represents to the Authority that it has received assurances from
the owner of the Daytons store located on the Adjacent
Development Property that tie owner of the Dayton's store will
construct the Daytons Minimum Improvements on the Adjacent
Development Property by June 30, 2002, at a cost of at least
$8,000,000, and that as a result thereof the combined market
value of the Development Property and the Adjacent Development
Property will be at least $75,000,000 as of January 2, 2002. The
Developer understands that the Authority will not issue the Tax
Increment Note unless and until the Authority receives evidence
satisfactory to the Authority that the Daytons Minimum
Improvements have been completed and that the Development
Property and the Adjacent Development Property have a combined
market value of at least $75,000,000.
988288.6 10
RESOLUTION NO. 00-21
ARTICLE IV
ASSESSMENT AGREEMENT
Exhibit A
.Section 4.1. FXer..ution of Assessment Agreement. The
Developer agrees to, and with the Authority shall execute an
Assessment Agreement in substantially the form attached hereto as
'Exhibit H as authorized by Minnesota Statutes, Section 469.177,
Subdivision 8, which specifies the Assessor's Minimum Market
Value for the Development Property and the improvements located
thereon and the Minimum Improvements for calculation of real
property taxes. Specifically, the Developer shall agree to a
market value for the Development Property which will result in an
assessed value as of aanuary.2, 2002), of not less than
$45,0001000 (the Assessor's Minimum Market Value). Nothing in the
Assessment Agreement shall limit the discretion of the assessor
to assign a market.value to the Development Property in excess,of
such Assessor's Minimum Market. Value nor prohibit the Developer
from seeking through the exercise of legal or administrative
remedies a reduction in such market value for property tax
purposes, provided however, that the Developer shall not seek a
reduction of such market value below the Assessor's Minimum
Market value in any year so long as the Assessment Agreement
shall remain in effect. The Assessment Agreement shall remain in
effect until December 31, 2007, for taxes payable through the
year 2007 (the "Termination Date"). The Assessment Agreement
shall be certified by the Assessor for the City as provided in
Minnepot; ,Statutes, Section 469.177, Subdivision 8,' upon a
finding by the Assessor that the Assessor's Minimum Market Value
represents a reasonable estimate based upon the plans and
specifications for the Minimum Improvements to be constructed on
the Development Property and the market value previously assigned
to the Development Property. Pursuant to Minn sntA 5tatute'l,
Section 469.177, Subdivision 8, the Assessment Agreement shall be
filed for record in the office of the county recorder or
registrar of titles of Hennepin County, and such filing shall
constitute notice to any subsequent encumbrancer or purchaser of
the Development Property, whether voluntary or involuntary, and
such Assessment Agreement shall be binding and enforceable in its
entirety against any such subsequent purchaser or encumbrancer,
including the holder of the any mortgage of the Development
Property.
Section 4.2. Beal Property Taxes.
(1) The Developer 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
Assessment Agreement and any other statutory or contractual duty
that shall accrue subsequent to the--date of its acquisition of
title to the Development Property and until the Developer's
obligations have been assumed by any-other person with the
988288.6 11
1
RESOLUTION NO. 00-21
Exhibit A
written consent of the Authority and pursuant to the provisions
of this Agreement.
(2) The Developer agrees that prior to the Termination
Date
(a) It will not seek administrative review or judicial
review of the applicability of any tax statute relating to
the taxation of real property constituting the Development
Property determined by any tax official to be applicable to
the Development Property or the Developer 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;
(b) 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 Development Property or the Developer 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;
(c) it will'not seek any tax deferral or abatement,
either presently or prospectively authorized under Minnesota
Statutes, Section 273.86, or any other state or federal law,
of the taxation of real property constituting the
Development Property between the date of execution of this
Agreement and the Termination Date.
(3) The Developer agrees that the provisions set forth in
paragraph (2) above shall be included in every lease or operating
agreement covering any portion of the Development Property, which
provisions will bind the tenant or operator with respect to such
provisions.
988288.6
12
RESOLUTION NO. 00-21
ARTICLE V
DAMAGE, DESTRUCTION OR CONDEMNATION
Exhibit A
. Section 5.1. Damage. Destruction or Condemnation. In the
event that title to and possession of the Development Property or
any material part thereof shall be taken in condemnation or by
the exercise of the power of eminent domain by any governmental
body or other person (except the'City) or in the event that the
portion of the Project located in the Development Property is
damaged or destroyed by fire or other"casualty, the Developer
shall, with reasonable promptness after such taking or damage,
notify the Authority as to the nature and extent of such taking
or damage. Upon receipt of any condemnation award or insurance
proceeds the Developer shall elect to either: (a) use the
condemnation proceeds or insurance proceeds to reconstruct the
improvements located on the Development Property to substantially
the same condition as they existed prior to such damage,
destruction or condemnation; or (b),pay to the Authority out-of
such proceeds the present value of the sum of the real property
taxes which would have been assessed upon the Development
Property between the date of such condemnation or destruction and
the Termination Date, such sum to be discounted to the date of
payment to the Authority at a discount rate of 8.00k per annum..
i
988288.6 13
1
RESOLUTION NO. 00-21 Exhibit A
ARTICLE VI
TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY
Section 6.1. P_renonditions to Issuance of Tax Increment
).vote. The Developer will undertake and construct the Eligible
_.Improvements on the Development Property at a cost of not less
than $2,900,000. In order to assist with-the costs of the
Eligible Improvements, the Authority agrees to provide tax
increment assistance to the Developer as further set forth in
this Agreement. The tax increment assistance shall be paid to
the Developer on a pay-as-you-go basis and the principal amount
shall be equal to the lesser of (a) $2,900,000, or (b) the
capital costs of the Eligible Improvements. The tax increment
assistance shall be paid on the terms and conditions set forth in
Section 3.2 below; provided however, that the Authority shall be
under no obligation to provide any•of the assistance contemplated
in this Agreement or to issue the Tax Increment Note until
satisfaction-of the following conditions precedent:
(a) The Developer has prepared and provided a copy to
the Authority of the Construction Plans for the Minimum
Improvements;
(b) The Developer has obtained all necessary permits,
licenses, and authorizations necessary to commence and
complete the construction of the Minimum Improvements;
(c) The Authority has received evidence satisfactory
to it that, upon substantial completion of the Minimum
Improvements, the Development Property and the Adjacent
Development Property will, upon substantial completion of
the Daytons Minimum Improvements, have a total aggregate
market value of at least $75,000,000;
(d) The Developer has paid all of the Legal and
Administrative Expenses;
(e) The Developer shall be in material compliance with
all the terms and provisions of this Agreement;
(f) The construction of the Minimum Improvements-is
completed, and the Authority has issued the Certificate of
Completion pursuant to Section 3.4 hereof;
(g) The Development Property_ is at least 75% leased to
Eligible Tenants pursuant to leases having remaining terms
at the time of issuance of the Note of not less than 3
years, and Dayton's, Penny's, Sear's and Kohl's have
executed leases or operating agreements with respect to the
Adjacent Property at the time of issuance of the Note for
remaining terms of not less than 3 years;
988288.6
14
RESOLUTION NO. 00-21
Exhibit A
(h) The Developer shall have spent at least
$13,000,000 of its equity to pay the costs of the Minimum
Improvements;.
(i) The Assessment Agreement is recorded in the
Hennepin County Recorder's office;
(j), The City has approved a planned unit development
for the Development Property and received evidence
acceptable to it that provision has been made for adequate
parking for the Project; and
(k) The Authority has received an MAI appraisal from a
nationally recognized expert in regional mall valuation
showing the combined market value of the Development
Property and the Adjacent Development Property at not less
than $75,000,000; and
(1) The Developer shall have closed on the financing
outlined in the financing commitment attached hereto as
Exhibit L.
Section 6.2. 'ax fn[•rement Reveniif- WotP,,.
(1) Upon satisfaction of the conditions in Section 6.1
hereof, the Authority will reimburse the Developer for the
lesser of $2,900,000 or the costs of the Eligible Improvements
through the issuance of the Authority's.-Tax Increment Revenue
Note in substantially the form attached to this Agreement as
Exhibit I.
(2) The unpaid principal amount of the Note shall bear
simple, non-compounded interest from the date of issuance of the
Note at the rate of 8.00% per annum. Interest shall be computed
on the basis of a 360 day year consisting of twelve (12) 30-day
months.
(3) The principal,of the Note and interest thereon shall be
payable solely from Tax Increments. On each Note Payment Date,
and subject to the provisions of the Note, the City shall pay,
against the accrued and unpaid interest then due on the Note and
then to reduce the principal -of the Note, the lesser of (a) 80%
of any Tax Increments received by the Authority during the
preceding 6 months; or (b) $650,000.
(4) Notwithstanding anything herein in the Note to the
contrary, the Authority shall be under-no obligation to apply or
pay the Tax Increments to the payment of the Note any earlier
than 30 days after it has received-the Developer's-statement
required by paragraph (3) above. Any interest accruing on Tax
Increments held by the Authority pending the Note Payment Dates
or receipt of such statement from the Developer shall accrue to
the benefit of the Authority.
988288.6 is
1
RESOLUTION NO. 00-21
Exhibit A
(5) The 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 of and
interest on the Note. If, on any Note Payment Date, the Tax
Increments for the payment of the accrued and unpaid interest on
the 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 Note.
(6) The Authority's obligation to make payments on the Note
on any Note Payment Date or any date thereafter shall be
conditioned upon the requirement 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
terminated pursuant to Section 8.2(b).
(7) The Note shall be 'governed by and payable pursuant to
the additional terms thereof, as set forth in Exhibit I. In the
event of any conflict between the terms of the Note and the terms
of this Section 6.2, the terms of the Note shall govern. The
issuance of the 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 Authority may require in
connection therewith, are hereby authorized and approved by the
Authority.
Section 6.3. 112P of Tax Increme=. The Authority and the
City shall be free to use the Tax Increments, other than those to
which the Developer is entitled pursuant to the provisions of
Section 6.2 hereof, for its administrative expenses and for any
other purpose for which the Tax Increments may lawfully be used
pursuant to applicable provisions of the Minnesota law.- The City
and Authority shall have no other financial participation in the
Project other than as specifically, set forth herein. Any utility
relocation, street improvements or other improvements which are
not included as Eligible Improvements, the costs of which may be
reimbursed, in whole or in part, with Tax Increments, shall be
solely at the expense of the Developer.
Section G.A. Business Suba dy Act.
(1) In order to satisfy the provisions of Minnesota
Statutes, Sections 116J.994 (the "Business Subsidy Act"), the
Developer acknowledges and agrees that the amount of the
"Business Subsidy" granted to the Developer under this Agreement
is $2,900,000 and that the Business Subsidy is needed because the
Project is not sufficiently feasible for the Developer to
undertake without the Business Subsidy. The Tax Increment
District is a "redevelopment" district and the public purpose of
the Business Subsidy is to encourage the construction of
necessary public improvements and to redevelop blighted areas and
988288.6
16
01/14/00 FRI 16:27 FAX 905 6629616 - TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21
Exhibit A . Q006
replace structurally substandard buildings. The Developer agrees
that it will meet the following goals (the "Goals"): It will
create at least full time jobs in connection with the
development of the Development Property at an hourly wage of at
least $ *4 , 0 a per hour within two years from the "Benefit
Date", which is the earlier of (a) the date on which the Eligible
Improvements are completed, or (b) the date on which a business
occupies the Development Property, as improved by the Minimum
Improvements;
(2) If the Goals are not met, the Developer 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 2k accruing
from and after the Benefit Date, compounded•semiannually. if the
Goals are met in part, the Developer 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 93
(i.e. number of jobs set forth in the Goals). The Developer
agrees to continue its operations on the Development Property for
at least five years after the Benefit Date.
(3) The Developer agrees to (i) report its progress on
achieving the Goals to the Authority until the Goals are met, or
the Business Subsidy is repaid, whichever occurs earlier, (ii)
include in the report the information required in Subdivision 7
of the Business Subsidy Act on forms developed by the Minnesota
Department of Trade and Economic Development, and (iii) send
-completed reports to the Commission of the Department of Trade
and Economic Development and to the Authority. The Developer
agrees to file these reports no later than March 1 of each year
commencing March 1, 2000, 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 Developer 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
Developer 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.
Section 6.5. p3N3L9 to orit-,z. In consideration of
the assistance given to the Developer pursuant to this Agreement,
the Developer agrees to pay the Authority within 10 days of
receipt, the first $50,000 plus one half of any amount over
$50,000 of any percentage rents received by the Developer or any
of its affiliates in each calendar-year pursuant to Section
of the agreement attached hereto as-Exhibit K (the "Daytons
Agreement"). The Developer further agrees that, without the
prior written consent of the Authority, it will not amend the
Daytons Agreement or take any other action which would reduce the
amount of the percentage rent set forth in the Daytons Agreement
"988288.6 17
RESOLUTION NO, 00-21
Exhibit A
or take any other action that would reduce the likelihood of such
percentage rents being paid to the Developer.
Section 6.6. Tax Deferrals oX.Abatements•
(1) The Developer agrees as follows:
(a). 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 Development Property or the Developer 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;
(b) It will.not seek administrative review or
judicial review of the constitutionality of any tax
statute relating to the taxation of the Development
Property determined by any tax official to be
applicable to the Development Property or the
Developer,-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;
(c) It will not seek any tax-deferral or
abatement, either presently or prospectively authorized
under Minnesota Statutes, Section 469.181, or any other
State or federal law, of the taxation of the
Development Property between the date of execution of
this Agreement and the Termination Date.
(2) The Developer agrees that if any owner or tenant of the
Adjacent Property takes any of the actions set forth in paragraph
(1) above with respect to the Adjacent Property, the Authority
may suspend its payment of Tax Increments to the Developer under
the Note and escrow all or any part of the Tax Increments until
such matters are finally resolved. Any suspension or escrow of
the Tax Increments pursuant to this clause (2) will only occur if
(a) the Authority determines that the proceedings could reduce
the annual collection of Tax Increment to less than $650,000, or
(b) it could require the Authority or the City to abate or refund
amounts which, when deducted from the Tax Increment received
during the year in question, would result in less than $650,000.
The amount suspended or escrowed shall be only the amount
necessary to preserve the annual collection of Tax Increments,
after reduction by any amount in dispute, to $650,000. Any
escrowed Tax Increments may be used to pay any amounts required
to be abated and shall be deemed to be a payment of principal
under the Note.
988288.6 18
RESOLUTION NO. 00-21
ARTICLE VII
PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; INDEMNIFICATION
Exhibit A
Section 7.1. Status of Developer: Transfer of Substantially
_All Assets. As'security for the obligations of the Developer
under this Agreement, the Developer represents and agrees that
prior to the Termination Date, the Developer will maintain its
existence as a Minnesota entity and shall not consolidate with or
merge into another entity and shall not dissolve or otherwise
dispose of all or substantially all of its assets; provided that
the Developer may consolidate with or merge into another
corporation or sell or otherwise transfer to a partnership or
corporation organized under the laws of one of the United States,
or an individual, all or substantially all of its assets as an
entirety and thereafter dissolve and be discharged from liability
hereunder if the transferee partnership, corporation or
individual assumes in writing all of the obligations of the
Developer under this Agreement and the Assessment Agreement.
Section 7.2. Probjb i.t o-Against Transfer Of Property and
Assignment of Agreement. For the foregoing reasons the Developer
represents and agrees that prior to the Termination Date:
(a) Except only by way of security for, and only for,
the purpose of obtaining financing necessary to enable the
Developer or any successor in interest to the Development
Property, or any part thereof, to perform its obligations
with respect to constructing the Minimum Improvements under
this Agreement, and any other purpose authorized by this
Agreement, the Developer has not made or created and will
not make or create or suffer to be made or created any total
or partial sale, assignment, conveyance, or lease, or any
trust or power, or transfer in any other mode or form of or
with respect to the 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.
(b) The Authority.shall be entitled to require, except
as otherwise provided in the Agreement, as conditions to any
such approval that:
W Any proposed transferee shall have the
qualifications and financial responsibility, in the
reasonable judgment of the Authority, necessary and
adequate to fulfill the obligations undertaken in this
Agreement by the Developer.
988288.6 19
RESOLUTION NO. 00-21 Exhibit A
(ii) Any proposed transferee, by instrument in
writing satisfactory to the Authority, shall, for
itself and its successors and assigns, and expressly
for the benefit of the Authority, have expressly
assumed all of the obligations of the Developer under
this Agreement and agreed to be subject to all the
conditions and restrictions to which the Developer is
subject (unless the Developer agrees to continue to
fulfill those obligations, in which case the preceding
provisions of this Section 7.2(b)(ii) shall not apply);
provided, however, that the fact that any transferee
of, or any other successor in interest whatsoever to,
the Development Property, or any part thereof, shall
not, for whatever reason, have assumed such obligations
or so agreed, shall not (unless and only to the extent
otherwise specifically provided in this Agreement or
agreed•to in writing by the Authority) deprive the
Authority of any rights or remedies or-controls with
respect to the Development Property or the construction
of the Project; it being the intent of the parties as
expressed in this Agreement that (to,the fullest extent
permitted at law and in equity and excepting only in
the manner and to the extent specifically provided
otherwise in 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
Project that the Authority would have had, had there
been no such transfer or change. 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 Developer, or
any other party bound in any way by this Agreement or
otherwise with respect to the construction of the
Project, from any of its obligations with respect
thereto.
(iii) There shall be submitted to the Authority
for review and prior written approval all instruments
and other legal documents involved in effecting the
transfer of any interest in this Agreement or the
Development Property governed by this Article IX.
Section 7.3. Ap rovala. Any approval of a transfer of
interest in the Developer, this Agreement, or the-Development
-Property required to be given by the Authority under this Article
VII may be denied only in the event that the Authority reasonably
determines that the ability, of the Developer to perform its
obligations under this Agreement, or the overall financial
i
988288.6 20
RESOLUTION NO. 00-21 Exhibit A
security provided to the Authority under the terms of this
Agreement, or.the likelihood of the Minimum Improvements being
successfully constructed and operated pursuant to the terms df
this Agreement, will be materially impaired by the action for
which approval is sought.
1
988288.6 21
RESOLUTION NO. 00-21
ARTICLE VIII
EVENTS OF DEFAULT
Exhibit A
Section 8.1. Events of Defau?.t 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:
(a) Failure by the Developer to timely pay any ad
Yam real property taxes assessed with respect to the
Development Property or to reimburse the Authority for Legal
and Administrative Expenses;
(b) Failure by the Developer to commence and complete
construction.of the Minimum Improvements pursuant to the
terms, conditions and limitations of Article III;
(c) Failure by the Developer to reconstruct the
portion of the Project ',located on the Development Property
when required pursuant to Section 5.1;
(d) Transfer of any interest in the Developer or the
portion of the Project located on the Development Property
in violation of the provisions of Article VII;
(e) Subject to Unavoidable Delays, failure of the
Developer to observe or perform any other covenant,
condition, obligation or agreement'-on its part to be
observed or performed under this Agreement, including but
not limited to the provisions of Section 6.4 hereof; or
(f) If the Developer shall
(A) file any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the
United Stfates Bankruptcy Act of 1978, as amended or
under any similar federal or state law; or
(B) make a general assignment for the benefit of
its creditors; or
(C) admit in writing its inability to pay its
debts generally as they become due; or
(D) be adjudicated as bankrupt or insolvent; or
if a petition or answer proposing the adjudication of
the Developer, as'a 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
999289.6 22
RESOLUTION NO. 00-21
Exhibit A
filing thereof; or a receiver, trustee or liquidator of
the Developer, or of the Project, or part thereof,
shall be appointed in any proceeding brought against
the Developer, and shall not be discharged within sixty
(60) days after such appointment, or if the Developer,
shall consent to or acquiesce in such appointment.
(g) The Holder of any mortgage-on the Development
Property, or any improvements thereon, or any portion
thereof, commences foreclosure proceedings or accepts a deed
in lieu of foreclosure as a result of any default under the
applicable mortgage documents.
(h) on any date on or after January 2, 2002, the
combined Market Value of the Development Property and
Adjacent Development Property is less than $75,000,000;
(i) An Anchor Tenant vacates the Adjacent Development
Property and is not replaced by another nationally
recognized retailer acceptable to the Authority within 12
months;
(j) More than 15% of the Development Property is
leased or otherwise occupied by any businesses which is not
an Eligible Tenant;
(k) any part of the Development Property is leased in
violation of the covenant in Section.2.2, clause (14)
hereof;
Section 8.2. em-diPa on Def.a.l Whenever any Event of
Default referred to in Section 8.1 occurs and is continuing, the
Authority may take any one or more of the following actions after
the giving of thirty (30)'days, written notice to the Developer,
but only if the Event of Default has not been cured within said
thirty (30) days, or, if said Event of Default cannot reasonably
be cured within the time, the Developer fails to give assurances
reasonably satisfactory to the Authority that the Event of
Default will be cured within a period of time reasonably
acceptable to the Authority, but in any event not to exceed 90
days;
(a) The Authority may suspend its performance under
this Agreement until it receives assurances from the
Developer, deemed adequate by the Authority, that the
Developer will cure its default and continue its performance
under this Agreement.
(°b) The Authority may cancel and terminate the
Agreement.
988288.6 23
RESOLUTION NO. 00-21
Exhibit A
(c) The Authority may take any action, which may
appear necessary-or desirable to enforce performance and
observance of any obligation, agreement, or covenant of the
Developer under this Agreement.
Section 8.3. No Remedy Exclusive. No remedy herein
conferred upon or reserved to the Authority'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 8.4. -Nn Implie- 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 8.5. greeM=t to p, av AttorWv 1 s Fees aTId_Exnense$.
Whenever any Event of Default occurs and the Authority or City
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 Developer herein contained,'-the Developer agrees that
it shall, on demand therefor, pay to the Authority or City the
reasonable fees of such attorneys and such other expenses so
incurred by the Authority or City.
Section 8.6-. Tnd mni fi cati o~+ of Aim on y armed Citv_.-
(1) The Developer releases from and covenants and agrees
that the Authority and the'City, their governing body members,
officers, agents, including the independent contractors,
consultants and legal counsel, servants and employees thereof
(hereinafter, for purposesjof this Section, collectively 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 at or about or resulting from any defect in the
Project to the extent not attributable to the negligence of the
Indemnified Parties.
(2) Except for any willful misrepresentation or any willful
or wanton misconduct of the Indemnified Parties, the Developer
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
988288.6 24
RESOLUTION NO. 00-21 Exhibit A
from the actions or inactions of the Developer (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 City or Authority in this Agreement.
(3) 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 or
the City, as.the case may be.
1
988288.6 2 5
RESOLUTION NO. 00-21
Exhibit A
ARTICLE IX
ADDITIONAL PROVISIONS
1
Section 9.1. Restrictions on Use. The Developer agrees for
itself, its successors and assigns and every successor in
.interest to the Development Property, or any part thereof, that
-the Developer and such successors and assigns shall use the
Development Property as a retail shopping mall.
Section 9.2. Conflicts of_'Intereat. No member of the
governing body or other official of the Authority or the City
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 or the City shall'be personally liable to the City in
the event of any default orbreach by the Developer or successor
or on any obligations under the terms of this Agreement.
Section 9.3. 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 9.4. 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
(a) in the case of the Developer is addressed to or
delivered personally to:
Talisman Brookdale, LLC
1500 San Reno.'Avenue
Suite 135,
Coral Gables,, Florida 33146
(b) in the case 'of the Authority is addressed to or
delivered personally to the Authority at:
Brooklyn Center Economic
Development Authority
6301 Shingle Creek Parkway '
Brooklyn Center, Minnesota 55430
ATTN: Executive Director
988288.6
26
RESOLUTION NO. 00-21
Exhibit A
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 9.5. Counterparts! This Agreement may be executed
in any number of counterparts, each of which shall constitute one
_ and the same instrument.
Section 9.6. 'Law Dove g. This Agreement will be
governed and construed in accordance with the laws of the State.
Section 9.7. E„ iration_. This Agreement shall expire on
the Termination Date unless earlier terminated or rescinded in
accordance with its terms.
Section 9.8. Provisions SUrvivinq Rescission or F, ration.
Sections 8.5 and 8-.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 date
thereof.
1
988288.6 27
RESOLUTION NO. 00-21
Exhibit A
IN WITNESS WHEREOF, the Authority has caused this Agreement
to be duly executed in its name and on its behalf and the
Developer has caused this-Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President
By
Its Executive Director
This is a signature page to the Development Agreement dated
, 2000, by and between the Brooklyn Center
Economic-Development Authority and Talisman Brookdale, LLC
988288.6 28
RESOLUTION NO. 00-21
Exhibit A
TALISMAN BROOKDALE, LLC
By
Its general partner
By
Its
This is a signature page to the Development Agreement dated
2000, by and between the Brooklyn-Center
Economic Development Authority and 'talisman Brookdale, LLC
988288.6 29
1
RESOLUTION NO. 00-21 Exhibit A
STATE OF MINNESOTA )
) : ss
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this
day of 2000, by - and
the President and the Executive Director
respectively, of the Brooklyn Center Economic Development
Authority.
Notary Public
1
988288.6 30
RESOLUTION NO. 00-21
Exhibit A
STATE OF MINNESOTA )
ss
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of 2000, by '
. the.
of the general partner of
Talisman Brookdale,'"LLC, a limited liability company.
Notary Public
1
988288.6 3 1
RESOLUTION NO. 00-21
Exhibit A
(EXHIBIT A
Legal Description of Tax !Increment Financing District No. 03
I
988288,6
A-1
RESOLUTION NO. 00-21
Exhibit A
EXHIBIT B
Legal Description of Development Property
[Insert legal description of the Center Mall Property]
I
988288.6 B-1
01/14/00 FRI 16:30 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 -
Doc B26
1
T C
DE$CRiIPYI<ON OF ELIGIBLE MROVEINENTS
IM 019
Exhibit A
The following are improvements scheduled to be included in the redevelopment of the Brookdale Center
project that would not be normally be auticipated as pan of the renovation project.
Acquisitions:
Purchase of Tract C from Mervyns of Califottna for the additional land required to construct the west new
addition.
Purchase of Tract D from Mervyn of Ca!'ifornia for the additional land required to construct the 10,000 SF
retail space on Center on Tract D.
Purchase of the J.C.PENNY building to allow for the demolition of the TBA building and to control the
building use for the future.
Offske:
Install a new traffic signal system at the 566 avenue entrance to the site.
Site A Buming Demolition:
The existing J.C PENNY automotive outer %Admg will be demolished.
Thu existing west area retail building with of SEARS will be demolished so that the am can be
redesigned to accommodate new retail, restaurant and food court areas.
Demolition of existing building ceiling and structural systems to allow for the construction of new
skylights.
Demolition of ausb ag asphalt parlang lot pavement area to accommodate the new west end expansion
along with the associated earthwarkto aeoonnmodate the new expansion grades.
Removal of the asbestos containing materials from the tenant spaces and the common areas.
VtMities
Removal of the existing utilities around the west end and the new North side entrance to accommodate the
center expansions and to replace older services m these areas.
Intercept the pasting storm sewer lines that currently discbairge directly into shingle Creek and reroute the
lines with new piping and structures to direct the North side storm water through edsting watershed onsite
manhole to the new water purification systeno across Route 100.
-Building Life Safety Systems
Design and install a complete addressable Ste alarm system that will include the individual tenant spaces.
Design and install a complete system for smoke evacmttion system for the mall common arras and
provisions for the exhaust and supply are for the smart mtail tenant spaces.
0,-2-
RESOLUTION NO. 00-21 Exhibit A
EXHIBIT D
Description of Minimum Improvements
Reconfiguration of the existing space and improvements.
in the Brookdale Mall, including the creation of open
space and other improvements as described and depicted
below:
988288.6 D-1
01/14/00 FRI 16:31 FAX 305 6629616
RESOLUTION NO. 00-21
TALISMAN COMPANIES LLC
Exhibit A
EKMPr D
DESCYMMON OF BUM M IMp'RO'VFSRh' M
Doc.1326
r
Existing Center Coaamon MaU Areas:
East Mall:
Demolition of the existing cegcng system
Install new skylight system.
Install new bard ceiling and:fi*wg system
Install new column endosim and tile finishes.
Install new tenant demising piers.
Install new bard floor tUe and base
Finish paint or MW wall covering new &yvinD surbcss,
Revise existing heating and cooling system to new caft configuration.
insmll new designed %osks
Install fountain feature
Install interior landwapi ng
Arcade (Mervyds-pamys) M&.
Demolition of the existing ceiling system
Install new skylight system.
install new hard ceding and lighting system
Insta new column enclosures and tat finishes.
Install new tenant demising piers.
install new bard floor the and bass
finish paint or install wall covering new drywall =Am
Revise casting heating and cooling system m new Ceiling configmtion.
Instd new designed Idosks
bstd fountain feature
Install interior landscaping
Central Mall:
Demolition of the a fisting cuing system
install new skylight system.
Install new hard ceding and lighting system
IwW new column enclosures and the finishes. '
Install new terwit demising piers.
Install new hard floor the and base
Finish paint or install wall covering new drywall surfaces.
Revise existing heating and rooting system to new ceiling connfigwat on.
New Construction:
North We Entrance Maeeent to Daytona)
Demolition of existing mail entratrce -
Install new struct ual steel framing for addition.
Install new metal roof deck
Install new roofing system
Install new entrance fagade feature materials. .
z 021
s`
D- Z.
01/14/00 FRI 16:31 FAX 305 6629616
VSOLUTION NO. 00-21
f
TALISMAN COMPANIES LLC 1022
Exhibit . k
Install new entrance doors.
Install new Brookdale exterior sigaagG.
Install new common area bard and acoustical ceding systems
Irwa new lighting and cove CgWmg systeans.
metal new HVAC systems for the added areas.
Install near wail fmishes of drywall and finish paint.
Install new tenant neutral pies.
Install new hard Me Booting and base.
Install ntelior landscaping
South Side Entrance (adacem to Dayton)
Denok4on of existing man entrance
Install new structural steel ft mag for addition.
Install new metal roof deck,
Install new roofing system
Install new entrance fiodle feature materials.
InstaU new entrance doors.
Install new Broakdale exterior signage.
Install new common area bard and acousiical ceiling systems
Install new lighting and cove lighting Systems.
Install new HVAC systems for the added areas.
Install new wall finishes of drywaU and frnM paint.
Install new tenant neutral piers.
Istan new had the flooring and base.
Install interior landscaping
West"Addition (North of SEARS)
Demolition of eastmg maU entrance
lava new stmewral steel fiamm for adds im
Install new metal roof deck
install new roofing system
Install new entrance hide feature materials.
Install now entrance doors.
InstaU new Brookdale exterior ~gnage.
Install new common area bard and acoustical ceiling systems
Install new Ughting and cove lighting systems.
Install new H VAC systems for the added areas.
IM A new wall firashes of drywall and finish paint.
InstaU new tenant neutral pers.
Install new hard tUe flooring and base.
Instal new designed ldodm
land fountain feature
LutaU interior landscaping
Construct food cows tenant spaces
Construct a food court with interior special finishes
Furnish the food court with necessary tables and chairs. -
1
e
1
D.13
RESOLUTION NO. 00-21 - Exhibit A - '
EXHIBIT E
Description of Daytons Minimum Improvements
Remodeling of the Existing Daytons Store located in the
Brookdale Mall, such remodeling to include at a minimum
the following components:
988288.6 E-1
01/14/00 FRI 16:31 FAX 305 8629616 TALISMAN COMPANIES LLC 0024
RESOLUTION NO. 00-21 Exhibit A
DoaB26 DESCREMON OF DAYTONS B04D UM EVtP'ROVFYMM
The following are the minimum improvements that are expected to be performed by Daytons in their
remodeling of the store. The Daytons intent is to redesign the =fire store for the wmerchandising WA
reconfiguration of their store in order to update the store to the Dayton current standards.
New ceiling layouts and materials
New ce&g Iightiag layout.
New or rO ished light fixmnw to conform to the new ceiling design.
New drywall partitions and cefiiags to the new design.
New aco fiW ceiling systems and the to the new design.
Painting and wall coveting of walls and cohunas as required by the new store design.
Remove and replace the existing flooring materials and install new to the new store design.
Re-wire the store to the new construction requirements.
Instd new cabinets and fixtures to the new store design.
Revise the HVAC system to suit the new ceiling and wall configuration.
Revise the binding to comply with the current code reguireanants as applied to the work required by the re-
modeling of the store.
1
RESOLUTION NO. 00-21 Exhibit A
AMENDED EXHIBIT F
EXHIBIT F
LIST OF ELIGIBLE TENANTS
The listing of eligible tenants set forth in this exhibit are only those listed stores specifically set
forth. Where a parent corporation is listed with a sub-listing of store names, only the stores
specifically named in the sub-listing will be deemed eligible tenants. Those tenants identified as (pad
site only) are eligible tenants on the pad sites, but are not eligible tenants within the mall itself.
Redeveloper will be allowed up to 10,000 square feet of fast food actual tenant space to be located
in the food court area without being counted for purposes of the limit on the percentage of space
occupied by eligible tenants.
(The following will be added to the list of eligible tenants as paid sites (not eligible within the mall
itself.
Marmaxx
- TJ Max
- Marshall's
Designer Shoe Warehouse).
Eligible tenants, including those on the list as eligible, for the 2 spaces of approximately 24,750 and
25,430 currently planned for Old Navy and Barnes & Nobles will include, for those spaces only,
Borders, Walden Books, Bretano, Galyan's Dick's, ProBass, Best Buy, Circuit City, JoAnn Fabrics,
Bed Bath & Beyond. For that specialty category space, the City will not unreasonably withhold
consent for a specialty retailer/category dominant store of a quality equal to or better than those
listed in this paragraph as eligible tenants for those 2 spaces.
The Redevelopment Agreement would be changed on page 22, Section 8.10) from 85 to 80% as the
requirement for occupancy by eligible tenants.
.
_ ~ w. Exhibit A.
RESOLUTION NO. 00-21 _
VA
Comte
Sam CZMPOY so
rdaap) X .c .
.Aloe ~,~'~ub X
.bad .
pmericanEsB~~uees X ,rp~►a~a"`oa` - ..y
A gosaw war X w -
AMU)
I r AMU" R ~
. ~N.iE1+eoAK►ed ~ X _
sye~ - X
Pad"
- twoea~a • - X
1 Sift
su of *6 X
vow
wslrm
son"
VIPACM
j As,'BonPaia Cotpan X ~ .
Oct
Cb*O
1
i, Wtlttoatt0 m►ir ' par
X
.RESOLUTION NO. 00-21 Exhibit A
Ave& Corporadoa X 6odp M**&Pum
rw Rw b Lavkmn w l.ifan& stove X
Babbages, F. X COMMA ridso WW4, sWeaonka
Babbagds X
Game slop X
Pkwx X
Sotlwa>G 11G X
Baby News auldmds Ikpattnaem Smra X t7b,mm%*OWL imawwuk wAv= vww lm
Bachntan's X Fknwac
Bachrach Clothing, Inc. X Maws appaael
BA* Bay ROM OM Gm up X
AWA Lonida X
tarley's Fulna k Deialdng Sataaa X
Famous AWntkr" X
Jr. Hisssy+c X
306Amaioan Sara tAn11 X
i'apaR=d X
Bally Reall, to. X L lanspe. dioa
(Division~8db►.Ige.) X
BacamiBnterprisa X Aoee:roriesloost W360mb7,vroe Wh Word
8uaai X
Bsc+cellno Condamw Corpomdon X meafdwomo*apmd.
Bacnes & Noble, Ino. X Booksma
B.D O,m X
Samaaw" X '
ink X
Bask3crRob6ins USA, Co. X CaadY = WMA"gnet
(Divisim of Athad Dom" RewlinS USA) X
Bath do Body Works X Cot Wwfbody a maas
(Dividoaofir~msc8ands,ine.) X .
BC Clothing Co. X Womm'sappacd
cocoaishad X
sbarkYt X
Bed Bath & Beyond, ]ac. X ped & bsdb liam~ home dooarnampddtapa, adrxYachd~wa<s
Bod suh a soyoaet X
Cbefcen w X
Ben & knYs Homa nde, Inc. X CAM44 w aeamlFotpat
Benohwacmer Bob's X Rahn nafta
Benson saviees Coip. X t
(1NvkionofBsnanascroup.S.t.A.) X •
ltnitodcobmsofBoneaon X
BenihanA, Inc. X Raanat>nAan~
9adbma X
sum Daalm X
X
Bead" ~ Corp. X LW6KPAWP
BcatiAtugipigedzm X
Bes"Lunwouft X
Boa Voyage LapSago & Gft X
Ttiptin6 X
Bontini, Ittc. X Aooegories►oouuma je.,etry, womea's/nwa,'a appasd. oboes
Banini X
Banuni$peRa X
Burton's X
X -Win lacm is angional mail.
RESOLUTION NO. 00-21 - Exhibit A
t~oma>u X
Masr~ . X -
st+ste~t► X
Busby dt: IS=*w X t
Bi~ld►•Kn~~ • - X •
X tbod
X
X
Blockbasttx Bn~ ~P X - Two team
(pivkioaoTVieoeaalaea - X
. S>o~ X
X
X Fast food
X
- X
X
X x"10'0`
BloominSdaie's ~ ' • . X
(Dtvidoa ot'Pcdaatod Depieuaa+t im.) .
Bobby Rnbiao'sPlug farPJ X
8obbySabino'z88Qlxpeaa~
20%Y lava* hm f PAU X
X
Books-A-hill ON Iac- X .
Sookinnd X'
Books&Co. X
SoolaAMigio4 X _
X CotMbe~ukabbouaa.~
Bold= Group. L= X
Borders X
wsld"bools X y ba,1
BoRics Haitcarc X
BoRioslia'usua- X ,
CatsDck X FJ~
Slande rt:W*Y Corp. X
An w" DWwW CeMeea X
PsgeJeweies+c X Wearcdsa
Braun's P"Nom Corporalm - X
arm*
X
Ada Sank'
gkec tntamsdonal X
B~ X
Chili's COM do BK X
CosYeaek X
vMzft
lJi,~teao'esiaktafl► X _ •
opteatrcxfe X
i WUdfise X
Britches of Georgetoww
Broadway Stasioatt► Restaurants lac.
Btoedw►sy Piro
Stoadway Sudon F'aia7ewdrylwateb~
- Brodkcy 3owdars Xno. X .
' X~ Witt foeate is a re~ip++i eap. - .
Pace 3 .
FROM : McComb Group, Ltd. Pty NO. 6123 Boo rc Jan. 19 2000 09: 42AM PS
• RESOLUTION NO. 00-21 Exhibit A
Brooks Bo%ccs X CM'idt'sawM=ww=W`s *Wd
(Divw= ofMarks & Spot w Pk) X
Books Bwthu; X '
Btnwds-Shot Fit Co., inc. X sb= _
Brueggas Corporation X. Sa3 srioa1 s0
ts~ X
13uea di Beppo, inc. RogmatIftm
$utter5elds Developm~xtt, irtc. X
Caahe,Inc. X wosaedsapptaot
Cuba X
LZIo Robin X
Cadgao X Llwk
Cd& Cimico Foods X Bakp4sslba=eh taaobc
Gehrt► Cimioo X
California Cafe Res<anrant Corp. X Rafbom
AlnuuBmwving X
Biaddwwk Orale X
ca&DdRoy X
. CaJifotrua Cafe B.rdc GrAt X• '
Napa Vapry GhUG X '
California Pizza Xitehen X
(Division of &ndutw►% P4)$M SUM N do Co., tae X .
CPK ASAP X
Caltfw" r =a Kkdt= X
Camelot Music Holdings Inc. X cwmddb"
(DIVwMarkn taarp) X
c m utot Mnsio _ X
Spwe Music X
wallMosie X
candieman corp. X C30whM
Candy $xpfcss•FmnAising Inc. X QA4&OMwowv~vvd '
Can'bou coffee Compw, Ina. • X CaM b rsWos bats '
Carmike Cinemas X uov of nvws
Cxmlks X
HOWN"d CGnaeod" X
w>na~n,c x
Carson Pirie Scow C0. X ruaitadbo& depataasmt stares
(Divietoa of sab Iaooepaatod) X '
Bb's X
eo"SwreParniwo odlay X
Boaoo stow X
C~honFatuitnrGGalkry X _
cum idn soar X _
Cartoon Cats, r.,P. X Besvh►;ssloodbaborS
Cashmere Houso X CWWosWmcdVwomcds tip swL homo dwwA mpstdtapa
TSB X
Casual Comex Group, Ina. X W=n%mppwd
X= WM lom In a r 0wAt stall. .
FROM a McComb Group. Lt-de P} 1~. i b1~5 rd i an. ly omw w; 4,stn rb
RESOLUTION NO. 00-21 Exhibit A
(Divi:iafotL+t teoawtdo Fib Stt.) X
AvQwd Max Woa~a X
c wl cmw X
cow corner won" X
X
Central SouthMudc Sales, hoc. X
ieia 41.aa X
seaadsb" X
t~0"na tbasta<s
Ceatrsl SL' w Theater Corp. X.
~
Champps Entexm umot. be.
(pividonottJai"CmdRsa=M)
Chdcy's steokery X
(Divl+cia►oiGocb X
Chevy's Macicaa Restatuatus X
(DivWm of J W. CMM$ftdty P 9MM) X
Navy'=Fr+ach Mex X
Fazio X
wrepwor>~ X
Chioo's FAS, Inc. X Aoaesea;W*"w ae jewatgr. w0a» appow
Chocolate Soup, Ina X ms's appud
guts m Bernard Stores Corp. - X Fine lawatrylrrsad~a
Church'sEnglislb Shoes,Ltd. X OWN
C'wana drill, X ImimWafaim movkd►atq,-i
X Y
Claire's Accessories, Itte. Xaiortoosaaaaio+r
Aecessay Pkft X
Chieo's Aooeaoria X
Des Mkcbolla X
Ths h4 X
Topbspd X
X Aooasaor',atooetnmajawe(ry.~ea
Comb stons
Coffee people, lnc. Catlxbas~ebsrs
coirae hvlg
CotFea plaau"
. tilariahu►'s
Cole Vuion Corp. X
~ivisioo of ColaNatiorwt Caporsdar+) X
Colonel Drys X wa~sa►'en'capparoi
Colooal D.0 X
sapbruA X
Corrtads,Inc. X wo `sappaad
' CotaadlRadanotealla - X -
>r>ua+so X
T'•taa~a'.baa
Cooper D. Co, X
. coopa~s W~ X
coape~s Wascbwoeid X
Country Visions X CWWe kiteba WW, bane deoodbuapsldap.s, oftprk8bWA gyre4
coo" Cbmoa X tuP)
Ssnta's Cb►u»t X
County seat storm. bit. X . Wa'w"s ward
1
t X -wilt bate is srsgioael aasil.
FRom : McComb Group, Ltd. Pt- M E -M0.. ~ 612 Jars. 19 2000 09: 43AM P7
RESOLUTION NO. 00-21 = Exhibit A
copy S" X
The Old Farmers Almusc owmat Stare X
C tsbtroo & Bvclya, Ltd. X
C raw sad Baird X qdas/gtamwsre, erttery*lwheaware, Mow doow&mWdnw
~ivisioa of Faro Madcat Destgna, X
Crown Books Corp. X 13oatcsmres
X
crow books X
sgwCrown Books X
CxC, I= X Fast Wod
YaYa's Pinae Broiled C X
C1rt TrAu uies,Iao. X
Fr«srlde X
X
Nadse X
D.O.C. Opilcs Corp. X op* a
D"Amioo & Ps t crs, Inc.
~'rs
Campielb
1y'Amioo &Soas .
VAmiooC=ft
i^mtoo Cod= -
Darda► Rcstturrants X .
Bahama Bieeu X
Oliva CW490 X - `
Red Lolueer X
David's Bridal. SriaaVfbm+alweu
Davlin's - X NomaDooor
DB Dahlstrom X Womea's AP*W
Deck The Walls X . Ardeonoa~terJftmai«
Ashley Avayt COQoaihlao X
Dock Too WAS X
The owl Fame up X
D=America Carp. X Rssi Rood. .
• Btaelo-t3ycd Pa X
aeanys X
os ond's Facmal Wcar X Mwsappuel,beldaUfonrA war
D
Drllard's be. X -
Discovery Rentil X I:dvcadosd►~
(pt Mm ofDhxov y Cowasooea ons, tae.) X
D(aeovorythw►ad SWIG X
The Nature Comm X
Discovery Zone, Inc. X Mm Ytw eardoduaitioa
Dtaeowayzone Fua AMM X
Domain, Ina X aaim. gaatnudecds
Dr. Tavel Opdcal Group X op"gvww
Dr Tavd 0wHoarop" X
shaaa X
virioavah n X•
X = Will locate is a regional mdL .
FROM McComb Group, • Ltd. PHONE-NO. 61233600 re- Jan. 1y ;Mb M: 44HIM! ed -
RESOLUTION NO. 00-21 Exhibit A
nos r• se corp. x
Fkld o« X AWCONV ~bla/freaW4 aw&WtWW, eelebdiyla m manoabQ'a
Dunham's A*Ici m Corp. X sponft tdkwcw
TrAStCr4 1'bin, $pOrt3 _ _ Spo~iag ~ .
(DlvbW ofAmaian Reng (hoop, ju-)
Hatbie 104 x Rosanaaotc%=
tiff" t akn Reams X .
Cwfidit RSUWM piPub X
Peppaoai cmlt iulian 8ieuo x
Eby+'s 3po&g Goods x spocft 1w0w
Pme Barren, Inc, x *.ddw=e* sp PMA home dooodlamps/d""
(D,ruka of 30%4 be.) x
A.KA.Bdd~oBavcr .
EddiesawBan x
Bdd•ICBfIfC~ ~Ott4Wq! x
Edison, BZO&US Stom Inc. x umw mmaa% do"
5-74 SMps x
Balaerr/tm& X
CODA x
J. Ri~iass x
]1N/JaoS West x
Oak= X
REMU&w$ &TaA x
SLifty`a x
Wildww x
Egghead X~
Eilm Frslmr, Ins X womeo's apparel. w J"ft
Elocwonics Boutique Holdings Corp. X t;ampaaxdmttwala•
nx x
Stop'N Save 34ware x
T"Eft aoaiaBWA40 x
Walden Sottwaa x
x
X
X
Empodum Luggage Co.
X
ate, wKdng
&+p Uw8e
X
ftcmava 8undde
x
w "Po wxelom
x
Bndieott Johnsson Corp.
X
-shoes
Faaha dt Son Stws
X
-
Bourtsiument Manga "M $erv ok Inc.
X
Allay cwteald& oa,d dualka
Cbalw"
X
awpi
x
Esprit de carp
x
Woaiai't eppmt
X a wM bane is a resi w nQL
e . wn
RESOLUTION NO. 00-21 -
CabWAdGWY
' atcom X paaia~dbads
:sw Sb an R a ~
Ed= W1aa lntarion'la~c• wama►Y ' iw ,
Ethyl M. ChOC4lates+ fie' X y,t,Kac
Evans' Lu' X
E,n~:Bridaldc'Fashi~s ~aan~i~wdgr~a -
X .
cad SWIM.
Evea~tt wonia►'s aQp!~
E got Wsior' bp' X
X
UPS
g,lyPoasatts X
• 1y Fann~ec X ,
T*4peoFte
X .
X .
. X SO~~a ice'
gAO. Sohwatt X .
~p~,~onot>i~ I yna+tOwn
X.
Famous-$arc Cowrw X
lp~onotMsy~~ X
Fxa~~ X.
• (piviSian pt~iboild Cutid7 Cam) X ,
FaaayPa~ X
rat'Nes~Y X
Fat7'aa~Y X
FiestaI3aiicSalons.Inc. - ~reo S m-1a ' 660
;I Ficst nC°~- X
Inc. X
Mo X
Fio~sl~tia+~10°Rha`ya`Da°N"'t X rtmusai~s
MAW
of Am dw,Yt~c.
paoat$4 X eya *
TorBy¢s 4pticai.Iac. X
Foramen 8c Cbs1c o£Mint►easota
~L I w..4
v2. Ttfmd
tKIA"1 nCLom uroups 4•ca rnu ras.
Exhibit A
RESOLUTION NO: 00-21
Fox noto..lec.. - • X ~
x -
FtcdMayctJaa►clets,Iaa. X p~etawo>
r (DivbtoaoEplrodtvtoiw.laa X
Bavetajr ~swdws X
Eoac~a~rdeac X
ZedMoyakwcum X
skmalmum X
dell"
Frederick's of Hollywood Stara. I= X ms's
Fjedm,$ tna . X
F'slawet«ic X •
Ag
Reiy X
PrawdCaf bc- X ~t
Fuddruekers.ino. X
Fun Faatoty, Ins. X
t~ntowd Yat'lt X .
Faoeory X
7uaCle Fm Yo 4&0 s
Franco lw-
E
Fundction Junction, br- X
X
X
(3&0 sbopc, Im X 1e appal
0&0 X
X pot.vdoo to+my"Ia
G.W. gramub ment X
X
J C ra4cs
1.C.Tsftvww X
Gabba m pmimm & Daisy 5adlo X
Gadzoolcs, InC' cu•,pyl,aon's/woana~a sppaial► eutloi~ sty
Galyaa's Trading C U't"d'6 Ca l wea
(piv~ioaot"EaeLtmitod,b►e~ • X w~st°osa"°'j°"rdry
Gaatos,'bno. • X
t3aamt - - R .
Oaaboe X -
aP, ho. X Ctw'1+►'s'~'"r0" arc.
IMMR A& X
Gap 9* X .
'mat' X -
GapKidefSaby Oap
OWNavy X cm4cslb* Coeur"" (3ardcaBotanika ° ~,t~ahdat~►
Gardea cf Edg1 X tiwo is tooddabTodo weu
out sporm COMO" X
X
c tspods
cwt X
xRw~utoaa~as,~n. • -
w
FRW McComb Groupp Ltd.
RESOLUTION NO. 00-21
Jan. 19 20M t~:a5w~► r11
P pip, 612MSZ72
Exhibit A
GayN~
(t ivWwofTabowlwalaxetsluu n4oa~+law)
Cmaal Am"Mut Ina' .
>`1'ielxledooa .
Rey .
•tGonese~o .
cj,.,Ajgovelty CoNUa'
camel
C'u a l4 urition Comp" Inc.
Awpbm
M CLWGWCR
Haft&DWCOM
lisan8sl~ral► .
7unw► .
JoYto~os do Mutpbl► '
~oueaoYs '
Gaorooa Rml Storrs
Gimaui Vccsa~ca .
Gi]moroBrorhacs,'~
Cci.~tc~►Piny+~.
Redwood t~R~
TVA ADM
G'u~slafl»~- .
oivw aoft Colm8 )
Godiva tloooladm Iac.
pv~cCC o ASoapCoaTw*
GolfUSA,Ino.
Goodrich Q*%y Theatcts, bC'
(p v6 o of Gooddeb Rada dtmwuws, W
Gnat crvls bo.
cummawl m=4 Lac.
~eabec='s 3r~1as '
~ldRound Rataaraots
. (pivls;OaofBastonVoatonsGtouP)
Gold Fodlc: Castisl Food ~
C mA Ra Md
Cmxi Amsncs, b0- .
Vvistoa of Gnool S.P.A.)
• Y.. wtu locus iaa tezionat amU.
X
X Am~yab~darat~+on.na~s~ias .
X
X .
cmmm*wy
X
X
' x
X ~~~e,ausittoa►s~Pesc
X '
X
X
X''
• X .
X
X
. X
x , 'oeiacleon►nky+a'xai
X '
Mud
MWWWWWs
X
X'
X ~y~idait[aeooal~'
X lphowiainp►eah'8t
X
X
. X ~yfKS ~
- X ' 1+brie dia~tas .
X _
X ~oof►bs+sfiviosbG~stSood.r~
X
x '
x -
x .
X
l
X rs
X :>wa
I, - X ~ooswa~3~~ ~4+tiwonteu'sspp~l.lcztbafl
MUM r10.= ut••aap, L=. rt7u4r, fa.t. ost.~aaa~rc Jeri. izo tawo wv-4.m•i r].4
RESOLUTION NO. 00-21 Exhibit A
Ones? Remit, lna.' X camdtmvf o=' n'* mud
OWN of Cow, Ift) X
GuetachotfTbeatttx, ittc. .
Ouitar Center . X mow
Gymbottsa Coon . X tatitdroa's spparel, r toss►waaaalvi~o s
- - - X I M P
ram=
~-Uh urkGoldCm"Stores - X
PvW=of llalbaak Cw* b4 X
HAS Of Ctatio & books, Ift X ~►~b0°k:aros
Cud&&v* kcm*wol X
X
Readers W►odd X
-mu
X =
X
X
X awdycom fm Ud
Had Rock Cafe X &etmautaatsrt~a .
(pvuioa of Reek Group X
X' Faalbod ,
X
Hu i$ Ocigia* Ina. X i +
~ewcMs X
Heel QuW, ka. X shoo ropair
H)Cd QWM X .
Heasm Qm'k) X
Hello Shop X
Hel*aes Diamond Shops, Ina X pu*lewoky/wateba -
(1)ivl:io= olBedtsbire Hatbaway~ 1oe.) X -
Herbnees X '
t ofS*stnooiporatod) X
Henslof Opficim X OpualieYewear
Metc Spotdog Goods X
Hib mspordq•Goods X
Spam ac CMPIGY X
Sports Additions X
. Hitshfiekl's,'Ina •
Fabr#eb llooreoveiiat%b aNawkws bwovanrs t. weal eovea=adpairrt
Hotgaac~t X p W&bnwuo, housowaresh=taA appl Aram bed Jk bath limas
HomePtace (pad site oar) RawxaWbws
X Cotfaobartljnicobsrs,dattbod
X
X
ROOT * X ! 'sfwonkaiapptad.aaasoiteshoaasaela' Y
Houlann's Rcstautant Qroup X RaamatsMrs
8ta~aou's soa6ood t';;iti X '
Brisbl Sta 1r Gau X
Hne=aVtaaCafa X
t~asteafsplrao X
Qiegnoes X
DattYl's X -
Hoob'bon's . X _
L OMat's Wood rrrad Stmarr X
"i=mu X
X CNWY40 aam"Pm eoffa b=dula bait:, fast food
X= Wdi kiaae is areg~alaw~q. .
1` FtLArI McUmM croup, Ltd. t~t°ttAVt -rvu. pJ°GJJCJ~ 1 G V w w L.1 6-%~W yr • » . . . v
RESOLUTION NO. 00-21 Exhibit A ,
(Division of Bolkshiro Hathaway, bw.) X
X
X
- X.
W= Notion Co., Ina X o
Thawoodaticgy X '
- X ~k
X
X
° X
X BAww, 9&q0 wW14 paw amn6vom ha few
X
X
X
X
X
X
J Crew Group X ►a'th+omra'ssppWd d4liodouaat oe
~lioAorrexatPaeirxGeovp X
Lcrow X
J.C. PMCy Stores X aoros °
{DividoeofJC Pameyco.,Iaea X
CuologStorodSalaCeMUes X
Jcramy X .
JC Pamw HoroeSim X
Jack Locks Theaters
Jacobson Stores, Inc. Cldldeea"t<numVwmc* mod. fine jewehyHratel►os, lmtkw%4M
X alom,t►omedoeodeapes - .
Jaeger_sportsweearLtd. X womeaYa x.a
o otC0wV"ftPk) X
Jay Jacobs X Mq wwommles appewl
38yh ow far Men X
hiyJ>coia Forl~toa Jcwatten X
Jay Jacobe For Women X ,
Jennifer Convordbies, bo. X ptaldlueatbode
Jai fkcoavaeft X
Jeaailb~rTmd~a X }
lamtEaLivigR~m X
X 6aa£ood,~
X
Jessim meaintook bA. X
Joan & David Helpetn, Inc, X wommes apparol, shoos
lam & David X
Joe $easees X Redmunwbaw
Johnny Rockets TntwwdofW, inc. X townt0bm -
Jos. A. Blab and lcas, be. X mesa aim
X Van food
X baud
X
X
X
X
X
X
• I
X =Win locate b a Infoaal "A
rtan rtt:UM croup, L.Ta. rrsavt: m. ose,~aa~ra Jan. to GCW-W 1=-44C "*l r1'4
RESOLUTION NO. 00-21 Exhibit A
)m Per Peet, ]nc. X Sfioea.
X
Atb ft Lady X
hww P ~r X.
ju$tForPuA,4hC. X AaaaaemawplajroaeA~adddWaaekdeeadon
_ CAy co Toy Stores X - Tgft mnkidoo games
pvWmofCowoudatoatslom<cAepo ion) X
Key BwToy We& . X
l:ay Boo Tags X
Kaeesores Theatees Movfe tAaan
Key's Res wrm t X
X Frataod
X
• X
. X
ICitldie Kotlcepts, Inc. X pidpby aeaxs/aApd aetolon
X Caadyw-"Mnlyog+uc "
Is,Ino. X . ~WooAoaiDtcr/t~a+a.uomadeood~/drapa
Kir1Lu's IXalimarlr, Inc. X '
Kohrs Corporation X
1CaAhDep mamSi*m X
X~
X
X -
X
.X
X
X
n
X
X
X
X
- X
X
X
X
X
X
ICs Mcrelmadi~ Matt, Iao. X jeuvekytwateAar, aomwan►alemiaaies, Rams
E1d<up "a kweky X deeoMampaddrspar, Aou:etivarestsmari appL
Vs MaeAaadlw Mart X
Kuppenhckw Iw =dRoturcrs I= X Maher
X Faatnod
X
Landtin& Tlxattc Cotp. X z a
' (DivisioaoES~7vorCjaaase, b►aJ X
Lsae Bryant , X W=Ws appod
Niraia►otTAelimhOd. X
Laser Ona X A PI+►Y o=wd*M eudodaa:
(DM"*fAm{ t Co.) X
Laura AsWey, Ino. X Womco%appuA bad k bath Bruns, homo d ara~/da as
(Divudoa o(Lwra AaAlay Iiol&V PLC) X
Laming Express, Inc. X Edu +opauenvlroefiaaai, Iays/gamadvideognmes
X = Witt loeate lr a veg6W mldL
- raw .i i~
Exhibit A
ti m uroup~ Lux. OQ 21
RESOLUTION NO..__• -
• $e,,a~aylk,Rl~aawue.la~e+snmu iPP~'
• X
~{~p;~o(CorarsCcayP~ X '
Le~msmne. its X
i X
*fojm*&VA4 • . x
x
x WoaawY
Ltrr►trNr►►Yotk.tnc. X .
oxvwmdT& ua.me~ X
Ixvrg 097 SWM - X
• (Cgvwm ftsd saau& Ca) X
~,evfisStoaat x IMx3£~Y3 x ~po~ofaa►►
,,;oaotn,~acx~•) x
Ufa=,& i Cmh Smd»,' X w
OWNofuf) x
Lime Rubin
_ x
g~ttbod
Lim" N Things X F~►.
y~taPcof~~Boo1cC+~nutsT~ X •
Y.
waan►'s
Liz CWbom lno. X
I, X
~,ist~aib x
yb,maYetites X ' . -
Lis Y.
LoweplacEntiCorp' x
~otS~YCaep-1 X
Aux x •
'r!►an:a X .
SwcTba=
1.~ ~ Ts~ ssaa C7►) X Ybna~1.°°dlamP~de'p~+`'
i { Low ~ x -
L~t+r~ X
LoveF~+ X •
X
x ~ettbod
sib
r KUPI F•ICWtiw W"Mp s L'M. F'F A. N= NU- osCJJO~S C e Jan. l7 4-0M t77 •'i rrn9 F IC
RESOLUTION NO. 00-21 Exhibit A
X
X Fat food
X
X ;
X .
X
- Ways West X
~ivietoaofpedaacods.T X
X
Mao Home sane X
X Fag @~od
X
X
- X
X'
- X
X
• x
X
X ' Fast ibod '
X Faufiood
. - ~ gaiopnm/beHeidpr~cels•~
MarkShale X
~iYideaofAl ft*m Compaah X
Martin Newman Shoe co. X Shm
Na=VwStweStae X
l~r~rnar►'s Sboa X
Mary hay's Brldat X Rd"
Magen Tuxedo X Ddd*TW=W' r
Maurice Rothschild dt Co. X
(Diviatou ocAd►aiaaRaal tiroup, tnaa X .
t X
> X
Max & &=Is Restauzu%Im X
iroffmid Cdc X
mu & zrnm% X
MC Sp%tlag Goods X s"ftPodowdodow"r
w[c spo+cs X
X Fast~oa
Merle Notman C medcs X C body p'~0e
Mervp-s Calib an X
PWSIon ofDayta Hudson Cap.) X
X
• X
X
III X
X
' Saa;k& A1. X
Michaek Stores, Inc. X nrUsoUoau'bterlfr+sms.aRa>cpPttwecallsntiobbias
' !►arasBcodtrre AttMut X
Xs w(U aOCYii ~a 1 Tea~01L1) ma1L .
FFn.I"I McComb Uroup, Ltd. F jjft -NU. b1CJJ~~ to .+eat w eue+ci v~•
RESOLUTION NO.. 00-21 = Exhibit A
y •
iwtiehael: X
Miahclson Jawalors X Faa jevrelryJr atd~es
Mlkaw Inc. X ~
Mika Ckivollo's Camcm Centem lao.
Mlautxntair Press X Photooopialpintin~, strt+ostst.aviee
(Dtv6aoa oEMtauteraaa i'rese Luaaarfoaat) X '
tl Mhwk Prsat X
MuettetaaaFcoa X
Spe* Stsa ARnus U.S.A X .
Madom woman X wetrxai's oppord
wwa of America, inc. X wometh app d
Mond'i X
X Fare Good. reeaaas
Morton'sRc ouawGroup, bo. X ReswMat bas
Benows X
Maul's otChieaQo X
Modters work, Iao. X waaen"s apparel
A pea to tbs PodIMuni Maternity X '
hraleenityworks X
Moths~hoodDaatanity X
Moto Photo, Inc. X pbawfidW ►t~ti. amerasNideoanlaas
OoeHaui+taol~loto X
Oas fiq►ul~foto7l►oro k AorgaitStudio X •
Mr. Rags X Mm's apparoi
(DivisionofCl+ira'aSrocns,iae.) X
X Dataeriesl6agtWprehodr
X
X
X
X
X
X Satxrtafbatetsiptazais
X
X Bslc«iarbaselctpromelbSst~ood,tat:
X
Musialand Stores Corp. X C hlrausieAapes. VW* MWWW
Media Play X
on Cue X
Samoa* X
Sweat Motion fiawa Compnoy X
Myroa's WS do Oft Ian. X CaA twomy
N. Landau Hyman Jewels Je+rsLy note
Nampo Cybor went Tm X Aonsrmwa/play om udliW '
(Divslos oEidaatoo lad.) X -
Thou out X
Naomi-$ Hallmark Shops X Cardt/smttaaory
X Fast food
Nadonsl Amusements, Inc. X Monk tha~oas
Muldplax Cinemas .X
ShwAcs" chwass X -
National Record Matt, Ina. X video teataVaatlee
Masie oars X
Mwk X X
NRM Mucie X
XWwal Roootd Matt X
X~ Will beats in a repianl rat
FROM : McComb Group, Ltd. PHME* N0. 612338oo rd Jan. 19 2000 09: 49AM P3
RESOLUTION NO. 00721 Exhibit A
rm X
• wa"s Muck X.
waver Muao a Gigs X
Natural Woodem inc. X
Nammilm Shoe Sun Oroup X staa
(DiVWm oraro" Geoap, lw-) . X
Nam um X
Neiman Marcus X. -
(DNridoaotNeinlOnMarcwcGroup/ttatoowtGateesq X Phildtett'draaa'a/wamoa'ssppu Ld%wa wmww !'mojowivylwatet+ar
> X
GagaierofNeimaa Ms+eat X
NAM Maeur ° X
X Fsrt Sood .
X
Ntok)aw's X
N'me West Group, Iqc. X shoat
Saco. .X
BaninaShoe Swdio X
t~ivinicwashoeramp X
Gary Spilt X
Buy spint *Ad X
EoasAtoliai X
roaGudet X
Nme wet X
Noodle Kidoodle, Ina. X
Nordsram,Inc. X shoed,dcetoro.m~l-pticerotutoc«ne
C. iloWWGolfAppatdb Wwddm X _
hoonowe atigao X
Hawaii Shoe: X -
elp, one X
Nocdertum X.
dfiadewaaR•Iin1t- X •
North Beseh Leather X ldCA%,% ,Asppwd
X
X .
Northern Group X moawwomat gperd
(Dtv'm of Vaaw oamp,laea X
No►du>nt tom X
Nwtlt m Getaway X
NortlKna 1teH~otiotbt X
Northan7rditioss X
Notthwestm Book Store X eoolc tastes
Amity DookSmft X
WaDoottStoro X
Nonhwertam DookStaw X -
Ohut Mils, Inc. X photo6o; W.
Olas kiitlt Kids • X
Obat Milk Yoraait Studio X
X
X °
OUy's)tegil USA, Ina. X 1~wud
Origins X 6etttWa/b*=m2avwAw
(Divistoa ofEseee LatalaCaatpanias) X
X Fan food
x
X
X= Wt1i loeax is a reslot►al tttaq. '
jan. Ili 4V410 M:t4'JHI
rku~t : s~r~:omb laroup: Ltd. M.Lm _ Nu. Exhibit A
RESOLUTION NO. 00-21 w
X
X
- X
r X
X
X
X
X
OSFIntoti+
SPOOA Ficwy X Cbndmbqvud
OsMeA B'dosb. Imo. X
p, skwAvm$w ft X Shdbtat~o.+r.+r
0,ft ►'s sporur4 Goods, To X
YSpWasGoods X
O~naen'stP~tISJ► X . }~ea'~Jwoa►a►'= .
pacifti sunwcar of Califonois. b~. X
pie Swiwauof caU~a~aia X .
danw• Emc~od.~
_ X
X
X
PaPri~ Ytaacbisc Corp. X
' X
. X ~
' X wo~,y°oes+c°r'ogoonumaja~7►
X
Yawl Hm* stems, X
Pam* X
pans Hams X
a~plieekr,~dkobbrm/di:ao►
i~+~+
pmi Artist (daft supplY CM- X ~deotieM
Nsd Ai to cma X .
iewri P" • Lasgg~a
Po&$$ Ln8Pv X iMtas'r~oaim'f
?036tm WoolaaMilk, b= X Facfood
X
X gdWKaalma►~'~P'~
pmnmr Avsa►t►F*~►ioas. b X
Cape= X
e=t X
smaacoon~ • X ~
?Crformm a $icyola X
ea
?asoHicy~la X
X -
• X
X
X
X
• X
Y a Wi111etltClA ilCS'~o~
P5
_ 19 200 09:5''1
San.
p N0. 612338.
FRO : McComb Group, LUL Exhibit A
RESOLUTION NO. 00=21
-Pum r Rauywaw WAIg!", lnc.
• (balPhaotCato
Offidd 04MCAte
PtanUPAYWOa
Yi►7oti's~o '
wpa~rss~xa~saQ
pawrtao IAanM Cazp=tion
4owex Ylay.1~. •
paweePb~y
_ Yaoa:dri~a
Ptewum Remifant C=PMy
cxaNScuNliiaaR~a~t '
X
X
X
X
X
X
x
'X
X
X
X
X.
X
x
~~y aauda~aa
X
R~
a
X
~,ndrtixaa✓7~ann,
X
. ~,~,,~aauraroa
X
x'
.
X
X
p,aau~cora
X
X
caadyAw aou*v=
X
X
Sham y
ga'ic~Ca'aamltapp
X
_
X
X
X
X
X
X-
pie f0a
X
wag* .
X
SbW$
X
'
X
1CddisRidsY.tmka
Nuts Plus
(pins oaofcrt c4vp
PraffitYs. ~ -
• ~,,;~;otSalaLnaacp
tZnality Coady ShOPP hr-
RaokRoom Sho4a Ina
Raicbaw AFpattl C=Pniis
cuac bww
amPWa
Foxa+aW
"YMOO&
Qak6cw
Rai
eReta~
g=a McMy Map & TM"lSWIa
Raagoni U.S. CAP.
ofiRorm~eo Stan -
RurwAmiss ago
Rays sum hr.
RCO westcrn Scam Inc.
w Wing DO Co.
Roawn~s~ .
Rad'fYfatS~►astcR~ .
&gg& Jewalcts, bc,
P,00 c4uts"
{t> hioaotHw o, Muo.t Pu~dc Ca)
T=Soapa EaeailYFw Cause
Regis CWPOTA iOA
X j wiA foaee fn •,arctomi nwu.
1
X ftA tbo%
Shoes
X Cy~aeds~woaem'a~'~'aAwear .
s~
X _au
X ~Ieuldu'id aseleda~~• ~no~ie s
X•
X - alm/Padw
X scam
X
p} N0. b12336~~r~ Jan. 19 2000 09:50M Pb
FROM t4cComb Group, Ltd. Exhibit A
RESOLUTION NO. 00-21 -
- super X
TrAft Secret
Rmfto n Pro&" Co. LC X
X CatlaYAdtefrea`►~aee.~f-ioda~eta~,~eaoa~{anFrah~ou
X FARE &W
X ylaRwd
X
Rhodes, Ina. X uoro
PUSIOY'sEleotcoaios,Ina. X
RWVA An& ltvidoo X
Ritz Careers Centers„ I" X Gnisina~lpoarall. .
glX
ca~„ndvtaso X
chcanon t Hwxpbm X
Airzt;amoea~oosHo~ut+l►oro X
Roche Bolwis USA 1A X Ftnntrarelbed~
Q)WwioaofROAD Babak ut=Atdm) X
Rocky Mouwtak Chocchlo Faobaty X Carikol o ifewyaort
RadiccPak X WonMbapperd
Rogan's Shoes, ho. X DOOR -
Users Enterprises Ine- X iroopwairy wakha
Rop~at~laaas~de~ • - ' . X
Rogersitd., Iae. X riuejew~
AS&M Tea~okn X
Aiamoa~tid'nnirea • X
Rog~xs Jawdas X
X pea ftd .
RoosevelcBootery.inc. X
taUrarSboes X .
RooaavdtBooary X
vawsGooas X ,
Ruby Tuesday Gcoup, Iee. X
~a+eaa, X
Lerida X
. VANT09ACKGda X
RrlnzaRemonts,Inc. X
Ryan's FamBy SteakHouies, Ieo. X
(Z?ivisioao[Rr+nsCArp•) X
Saint Louis Broad'Compar% inc. X
{Di~sior►otAoBmt~auaco,.3nc.) X srara
Saks Fifth Aveeue X .
(D1*1 a ofSdmhcorpotaftO X
1+tsG►saea X
otm Dow X
Ream X `
sdcg p hvcm3e X
Sslwtor+e Scallopini. Inc. X RowituNrOw
ea, Wdom
idaocnnneJwfflky.pcedmuonery,p Y
X qwla~tir, ~a
Satuio, Ina. - X e~+• ~'~''~'",es~'iaa'sa~` -
(DjVW=dSMd* Co, i t4 X -
saado X
sandy Gift oato X
sanrio Siup+~es X Reamu~bm
SascA Maeagement b3c, X
Carlos O%dV$
X a WiA loeata is Ategioaal mall. - -
FROM McComb Group, Ltd.
RESOLUTION NO. 00-21
PHlNI= M. b1L~~fL
JGI M i./ G.cRR.. v~• vv. .
Exhibit A
X
Finarood.~
'
X
X
Sandia Dowa Corporation
X
Down pmdvm
-
Faa foal
Iohmitt music Company
X
Musiai iraaraaaeatsdaipplies
Jaddas>
X.
Ma k mu:ia ceatas
X
Wens Manic Corarptaq►
X
•
- X
~
' Schuler shoes
X
shoes
NewBdamT01iaCities
X
Sehul« shat
X
Schwenker do Mougin, tam.
X
Slims
HoUaa Fbasbdm
X
Haines shot
X
X
Faaxfood
Sus Full-Line Stores Division
X
Dquft a slam
(Division ot5avs, Roebuoic sad Ca}
X
Sears Specialty Stores Division '
X
Ffudwats/ume imptovarxte no sapphadFw sac
0XVWat of Seaac. R04wk and Cm)
X
couladoas
X
3101scura seta
X
N781Vat1oaW'firs dt autear
X "
_
O[chand tiaadrvvacso da Gatdoa
X
OaehaadSq* aadwara
X
3aarsAaoCw4ws
X
Sears Hudwaw
X
-
X
Fast tiood,~
X
X
Select Comfort Rd4 Corporation
X
F aaialle6aas
sh kr/s Inc.
X•
Redwaottus
sbaws
X
Staskoft Care
X
Sharper 101390- Corp.
X
~daaoaies,apsadegib9s
shmmkow
X . .
sRa~iba>
X
Shoe Show, Inc.
X
Aw=0ldalVGw1wcky. shot
Aloof
X
BuriinQaoasm
X
sboe uaw
X
'
sa~tooa
' X
- Signatpre salon Group
X
sw* =bndbabw
Andaa Duval
X
basstCws
X
HArCme Hmmapr
X
Xomaatpubloa
X
Siilati EaSiBeneam '
X
C7u'IdamWmaadsiwoma>"sapparei
United Colons of cn :taaa
X
-
SUvers:tone Per Ina.
X
Bet.Iaaimal sappliea
Pmret
X
Simply Fashion Stotxs, Ltd.
X
Waaaat4 appatd. 3h7. boa
Sir Knight Formal Wear
X
Faatad wru %
X
X a Win hxine in a rsglOaat asap.
.
1
FROM : McUomb Group, Ltd. Pi-fi~ E M. 61 5 4d - Zan. 19 2000 09: SIAM PS
RESOLUTION NO. 00-21 Exhibit A
X Reslaur+tasfbar
Smoothe King Franchises, Inc. X caned baWlt is bos
X FwA food '
- X
X hKfood
X
' soxAppeaf Freruhising X ~►eoeaorir~o►wiarrno,~e+Mehy,>'~IhotiCe~r '
Spaghetti Warehouse, Inc. X ' Ra oM
(Dlv "*fcM*Hd W Raw= Pcopwsax,] o X
Old Speshetti Peas" '
sp o Warcbovse X
%M&m Wetehottse Win GtM X
PC,- m
Spencer Gibs, Int:. X ksioaca,nelo+ey.,nfoolloh,auR, a,ao„e~,~
(Division of uAwww Smdioe, taca • X sosmaat (urop imseJ
DAPY X'
GLOWt X
8peaoorOtlts X
Stage Stores, Iao. X
Belt Dqwunm Stan
rst.t: Royal X
Saga • X
Staadard Theatres X idovie tbaaxri
Sterling Vision, lm X Opd=Vcymm
Bcom Opttat X
Dutlo&Optical X
t?dwadC Opaeet X
ww opacdl X
MdYOp" X =
htmmod Opdeat X
sia~ec Op~ieat X
Site for$= Byes X
Somhaa Optiad X '
SwftOpdul X
sRalcrop"
X
vwmopdcd X*
Steve's Shoes, Inc. X shoat
Oveclsad7taeGns X
Soto outdoor X
Stands shoes X
Snide Rito Childrmis GroW, Jac. X* Shoes
(Dividon of the Saida Rho Coo X
Groarpoa X
Stride Rik X
X Fastfood.raseaatuaslbaa _
X
X
Stcuctust: X Mace'sappKel -
(Divirion of 71te Lhdted, igca X = .
Stuart Andmum Ramurmtt, Tue. X INUU M&O
(Divi:taofAatarkReaatGroup,Ino.) X
StnarAndaYOt►`s X -
BlaattMSae~smtuanr X -
Snarl Mdan".$ Code Comm X
X Bakaieslbagels/p+• asdrJs<aitotury. wnvetuenea :teat
X Fast Rod
X
X- Wql bate is a nriotal mall.
I
rn~a r n%AAA w ur wpr Lw. rraa~c iwJ. vi --for- u 1. 17 4txm vv•J.Lrwi r7
RESOLUTION NO. 00-21 Exhibit A
X Fast hw '
x.
Sacs essorla , x ArUoeoeetibta/fratras, ea" Wsarionery, aeasoat CM" 6")
Sweet Factory x calwaa efeww op
Sweet ideas i.F x Cat#fos ece+udYn=
Mr. isaw Ttoan doGib x
x Fag bod
x
x
x
x
x
x Faatfood
x
x Fast 604 WWWA094"
X Fsttaod
x Fasetow .
x Past Good
Talbo% Inc. X C iidnen'shroakak appewet, shoes
Talbott X
Talbws Aemudea A Shoes x .
TaMmKi6fratboa8abiee x
Talbott woman x
Tanbek); I= X Aaesroti i0ft to jewoky
X
P&Ube Fuiey x
Two Plus Two
• X Fassibod
x
x
x
The Athlec Foot Groap, Inc. x .Shoes
(Dwisionamaiiyo) x
Ladies Foot & Kids x
The Addetes Foot x .
MOT ROM x
The Berbers Hai*Uug for Meer & Woman x sien W aboharbw
C y L006 saga x
Can Caaea Fundy Ha oft x
Fuaily HaeiauStora x -
TAe Babas x
MIG H*ret6ofmou x .
We Cuo Hair x -
The Bombay Company . X Home doeosr[an"MMM
The Book Rack Franchising Corporation X Bookstom
. The Hackle, Inc. x „pp,L stag
x a=wYw" '
no Chart House, Inc. x
The Cheesecake Factory incorporated X BakaiabaeeWpnasels, ►~r/bsK
'l4eCksFaa«,, x
7ka awwoake Factory Sa wy Cu% x
7M Chxsoeako FwtwY EwM x
The Cbildrea's Place Rash stores, Inc. X ChUdma't vppat i
The Gdldrat's P>aoe x
X -will koala is sretto d mall.
t•tQJI rtCWB7D croup, LT-d. rrumC mi. t71GJ~7J-~fe earl. 1V crJYJr, vv-4erri riv
RESOLUTION NO. 00-21 Y Exhibit A
The Clerks Companics, N.A. ' X Shorn,
(DiviaioaorCdci Ciarb,tAd) X
Boswaiaa - X
Clarks X
Hanauer sheen, X '
The Connok wr X awowkA'w• sit sib
The Custom Sl" ShMmakers inc. - X tyted wwa .
` (i3ioe oP ta+ati+igloo Clothiers) X
The Cutlery X genres
The Department Storer Division of Mgtoa X D
(Di+rhioao(Dgl=Hv404CQw) X
Daytoa'$ X
Hadmis X
mu" F** X
The Disney Store, Inc. X poldrours/mai rJwo ,tea's WN4 acYoolkcd6ledora1r► ftwo aawideo
(pividoagMwvkDwftYC X Pr
The Elder-$eerman Stows Corp. X sea«. fianitntr/bods. deparanonc atom
elder tieamaa nepartmens scoter X
'Fleet aeeaiwa Ptuaitwe X
Shoobiloel x
sbaadtTl~oasas X
The Finish Line, Ina, ' X spottiat'~°~'
The Forgotten, Woman, Inc, X top $W way's qv=
The Franklin bunt X ANeoitoodbla~tnaia, oardsrsatioaery, d iaa 4w wsrro
(Division orpAl law nadwA Corp j` X .
The Great Train Stott Company X Art snppHa/asaltsNobbia. aoyat~n>ca/vIdoa IIames, aasorat Dem UU4
aeeaaettos
The Heir Cuttery X -
TheHwgVp Shopper, Int. X btdsssppard =
MA Ativo X
The Jones Store Co. X DOPKIMMUM
The Limited Stotts X WMM%gvwd
(Division atTho L'udwA TOO X
cmMm ft appod
X
Thc•Limitcd Too
~ivisionof7lteLimited,]na) X
The Louie's coma units, inc. X wd+ %=0lww
LwwATmtshop X
The Mcaregor Co. X Trlooroaarn+ts. deoosNaraps/dtapa
Kempaed lbm X
s X
The Mole Hole X Ghta
fihe Muswm Company X AWv*U*9N :asoaat t )
The North Fern, he. X spocsas gsoedrlatidala war
- -
vwa" we"
Tit Owls Cc, Inc. X Spa+ias
- - X Fat rood
X
X
The Might Stott, Imo. X Cttiidxu'r apparel.says/¢omawO Psnes. d3ldlis~+nt pooduar
The SanFrame'ssco Music Dox Co.
[ orvcaasor Grasp, tea.) X -
X _ Past food, tesauaaa&M
- X -
X Past food ztc►bK
X
- X
X
X - Will laaw 14 a r4ail mA
Ltd.
Ltd
-FROM McComb Group,
h NU. ottaao~-arc.
_
RESOLUTION NO. 00-21
Exhibit A
.
X
x mmw* jeweby.womdsWad
'thawetstsl
X
Mla►13_
aads
i c
s
coa=V
X
- 'katScal
X wanw►~>wp d
The white House
X
D1adc>ds~ _
X .
TnwbifEbtise
X, Atdcollogiblcr~6sar~. ~IIbvsarara .
Thugs Remerrtbered, Inc
(MvWm ofColc 1VW wst Cotpmt 4
X
X furniten
This End UP Furniture Co.
X Aw°063►
Tic Raolc (U.S) inc.
X
(Nvwm dTw auk r-q
, X
MOM SIC
X
TMKrMSWV
t
X •
ro tok -
'
utteo~eot~lasllFames.obira/~latswate
Xo~
Tiffany dt Co.
„,wa,►ts
Tmaber Lodge Steal hmm Inc.
~dowkwwo"
X
TindarBox intert►ational
-
b
'rtppin's Rte. Tnc.
ars
X Remwat►w
b
i'
X
s
ua
Gaaa
r~►~xoaa»~r+tkric~r
X
X ~ •ywon►er►'s spparal
Tornzny Ht1Sgar• RctA Inc.
'
(D Vw" otT*mwmi C.swc*' l
x
X Gift
Tomorrow's Mrraories
X Wosv atmwd
TOtMotxow'S Mothac
X Bookssrres,~v~deoeauailsates
TQwar RccordsMdmSocla
p ora S, &4
X
.
T
X
-rowat,'oda
X
Tewce)lOM*
X
Tanrea Vmw
Xpur«fvidoo Erna
hr.
Toys R Us,
X
Sabie$1 tUs-TmBaby sgwstore
MOM
X
t7c
Tcrys
X SbW
Trac l Trail, Luc.
X
NM
X
pverlsrdltsdi~Coa~+aa3►
X
Tracit'aTMI
Tdar Shore storGt, Inc.
x s>►
c"Veawwmm
X
Tom World EntetahmumtCorp.
X
' E.Y.Ic. - ForYour EnlMsinenart
X _ •
)AMUPW
X
i Ylsnatbdusia
X
aecad7owa
w
X _
-
m
ssaudsybt
s1mwbad" A*
X
X
Waxie lade
ttavd scoeesotia
X
Travel 2000 Travoigcar
• X Fast food '
X
1
X=Neil jMw is steg'smal VwL
FROM McComb Group, Ltd. rrpjm j'w. • OSGJdWJ~c rwN rr .
RESOLUTION NO. 00-21 Exhibit A
X r
X
U111cmatua-0004 X v
United Artists Theater Cimu1; lne. X t.to~bs thaaots
-Uno Recto nt Corp. X
YlzsaiatJao X
Pinata um am & BftwYay X
X • •Faatihod
- X
Vanity Shops Of Grand Forks X Womat's appatet
X ~>dpremelc.tauulr>ms
X
X
vim des Secret Stotts X wt tt's oppatd
(Division ofladmue etattdr tat.) X
Vietoria't Seaetfth &Furn" X ,
Va Kk'sSeerotHosiay X
Vteooua's Soda Styes . X
Video Update, Inc. vmeo eatavsales
X F&A W
X
Virgin Entertainment Group, inc. X 6oolat. video raxavstes v
(DivtxiovotvirpinEnteeainma►t(iroup,Ud.) X
vwn cittatset X
virenMesaporo X -
Vista Ey=ft Inc. X optiWtEyse+ear
BY" Novo h X
FwiAyt yewees X -
t?naoo a-Loac X
Ewop" X
ldi&MYisat( aft X
vine op" X
Vitamin World, Inc. X lyshopifdktoenxte
(DividatofN=te"s BwW. key X
Yon Maur, Inc. X Department nary
X Yatt food
Warner Bros. Studio Story X aidtea'S►mm'sfwomm'S Mud °
(D'wirtoa of?ia~a Woa~ar~Coagauq~) X
Waterford Wodgawood USA, Inc. X ANootkeaNede+a►es. ehiaa/alasswaro
wax works, Ino.. X CDs/tnuoiohspea,video antaViaies
Diskkdcoy X
wlet caU.etiorts X
Wehraabag Theaters, Ina. X -
X
W.hxtttTheataa X
Wckom Home, Inc. X PaWadboda
HOme nzsba X =
Weloavo Have X
X - sa>; "FoRQehip vcW1s. fist &od -
X
X
westStar Cinemas, Inc. X idorie theaters
Fostirai'theatert • X .
Mana Theatas X
X-MI loam is a tesiatal.mA
FROM McComb Group, Ltd. MX-L-- NU.
RESOLUTION NO. 00-21 Exhibit A
White Wolf
Whitehall jewelers, inc. X >;oakwdgha hw
kwot Hoz X
Ltuai3uomlo+Meiort X
Mvw Di"jowdM X
Wbbebq Co.7aw40V X
-wicks 'N Sdcks X 1~aanadooorlWapydrares
(nww" orwN% lw4 X
Wad Wings, Ina X Att►oou.albla~6a>ges
Wdliams-Sonuma, Inc. X &d bt bath ft"64 #vnw lsuw+te. auleiyAdtcke"wG' bme
BDUsr q& tj X a net+i
Fancy BM X
ws~llana sonowa X
wilsons Suede & ~[.ead►a X - ms's 6PPw "d me nor;"
Wilsons The Leather Expel X womm's appaset, mm%-sppsso6 k4&w%wv
Do==Ltather X
Iowa Luba c~tsa X
rywoa X
Wallet Works X
woes - X
Winona ri its Inc. _ X Qrldrm%aptarel, woraws aWWA mm~s gPvw
Wolf Camas Inc. X rbototleiebins/palM
cptrboto _ X
Fac"M X
waccta, = X
wolfCw=M&vtdoo X
Woodrow Systems Ina _
X Csedymoundyapiteod'cabauslA=base,fistbod
X .
X
X
X
X
X
X Sakamtlba~bi, eatatyfior oofibo barst~vioebaes, bst
X food
_ X
X .
Z Gallssio X ANeolloatiblo~Lrama,bad & bath liwK ebinelg)savare,
1~►odeoo~lat>y~deapes.~rylldt~w~+
ue Corp. X Pico jow*jhM% ha
Sailoy,BaefiCdtBiddlo X
ffoc"s lewd": X -
ztaa lowolas X
Zany Brainy X Edae.~onttt
Zarw Luggage & Gift Coup. X Laubw&wp
• X- Wdi iocut: is a regiottalttalb .
RESOLUTION NO. 00-21 Exhibit A
EXHIBIT G
Certificate of Completion-
-This is to certify that.the Brooklyn'Center Economic
Development Authority, Minnesota (the "Authority"), a public body
--corporate and politic, has determined that all construction and
other physical improvements specified to be done as the Minimum
Improvements by Talisman Brookdale, LLC (the "Developer")
pursuant to that certain Development Agreement dated as of
2000, have been completed.
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
Its Executive Director
RESOLUTION NO. 00-21
EXHIBIT H
Exhibit A
Assessment Agreement
THIS AGREEMENT, dated as of this day of
2000,'by and among the Brooklyn Center
-Economic Development Authority (the "Authority"), Talisman
Brookdale, LLC, a limited liability company (the
"Developer"), and the Assessor for the City of-
Brooklyn Center (the "Assessor").
WITNESSETH
WHEREAS, on or before the date hereof the Authority and
Developer have entered into a Development Agreement dated
, 2000 (the "Agreement") regarding certain real
property located in the City (the "Development Property") which
property is legally described as follows:
WHEREAS, it is contemplated that pursuant to said Agreement,-
the Developer will undertake the renovation of an approximately
square foot retail/shopping center ("Project") on the
Development Property.
WHEREAS., the Authority and Developer desire to establish a
minimum market value for the Development Property and the
improvements to be constructed thereon, pursuant to Minnesota
Statutes, Section 273.76, Subdivision 8; and
WHEREAS, the Authority and'the Assessor have.reviewed the
preliminary plans and specifications for the improvements which
it is contemplated will be erected;
NOW, THEREFORE, the parties to this Agreement, in
consideration of the promises, covenants and agreements made by
each to the other, do hereby agree as follows:
1. Upon substantial completion of construction of the above-
referenced improvements by the Developer, the minimum market
value which shall be assessed for the Development Property
described above, with the retail/shopping complex constructed
thereon, shall be Forty-Five Million Dollars ($45,000,000).
2. The minimum market value herein established shall be in
effect for-the taxes payable year 2003 through and including the
taxes payable year 2007, and that thereafter this Agreement shall
be of no further force and effect.
988288.6 H-1
RESOLUTION NO. 00-21
Exhibit A
3. This Agreement shall be promptly recorded by the
Developer along with an attached copy of Psot-s, Btat'lit'C
Section 469.177, Subdivision'8. The Developer shall pay all costs
of recording.
4. The Assessor represents that he has reviewed the plans
and specifications for the improvements and that the "minimum
market value" as set forth above is reasonable.
5. Neither the preambles nor provisions of this Agreement
are intended to, or shall they be construed as,-modifying the
terms of the Agreement between the Authority and the Developer.
6. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties.
IN WITNESS WHEREOF, the City, the Developer and the Assessor
have caused this-Agreement to be executed in their names and on
their behalf all as of the date set forth above.
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
Its Chair
By
Its Executive Director
TALISMAN BROOKDALE, LLC
BY
Its General Partner
By
Its
This Instrument Drafted by:
Briggs and Morgan P.A.
2200 First National Bank Bldg.
St.. Paul, Minnesota 55101
988288.6 H-2
RESOLUTION NO. 00-21 Exhibit A
STATE OF MINNESOTA )
SS
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of 2000, by and
the Chair and Executive Director,
respectively, of the Brooklyn.Center Economic Development
Authority.
Notary Public
STATE OF MINNESOTA
SS
COUNTY OF )
The foregoing instrument was acknowledged before me this
day of , 2000, by the
, of , the general partner of
Talisman Brookdale, LLC, a limited liability company, on behalf
of the Company.
Notary-Public
988288.6 H-3
1
RESOLUTION NO. 00-21
CERTIFICATION BY ASSESSOR
Exhibit A
The undersigned Assessor, being legally responsible for the
assessment of the property described in ExhibitA attached
'-hereto, certifies that the market values assigned to the land and
improvements as follows are'reasonable:
January 2, 2002 and subsequent assessments
through the January 2,',2006 assessment
for taxes payable 2003'through 2007: $45,000,000
STATE OF MINNESOTA )
ss.
COMM OF HENNEPIN )
Brooklyn Center Assessor
The foregoing instrument was acknowledged before me'this
day of 2000, by the
Assessor for the City of Brooklyn Center.
Notary Public
988288.6 H-4
RESOLUTION NO. 00-21
EXHIBIT I
FORM OF TAX INCRT NOTFj
Exhibit A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY
TAX INCREMENT REVENUE
NOTE OF 2000
(TALISMAN BROOKDALE, LLC PROJECT)
The Brooklyn Center 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 Talisman
Brookdale, LLC, a Minnesota limited liability company, 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 shall have been paid in whole or in part
pursuant to the terms hereof; provided that the principal amount
listed above shall in no event exceed $2,900,000 as provided in
that certain Development Agreement, dated as of
2000, as the same may be amended from time to time (the
"Development Agreement"), by and between the Brooklyn Center
Economic Development Authority, Minnesota (the "Authority"), and
Talisman Brookdale, LLC, a Minnesota limited liability company
(the "Company"). The unpaid principal amount hereof shall bear
interest from the date of this Note-at the simple, non-compounded
rate of eight percent (8.00)% per annum. Interest shall be
computed on the basis of a 360-day year of twelve (12) 30--day
months.
The amounts due under this Note shall be payable 45 days
after the City•receives the property tax settlements from the
County, commencing with the first property tax settlement in the
year 2003 to and including the Final Payment Date (as defined in
the Development Agreement) (the "Payment Dates"). On each
Payment Date the Authority shall pay by check or draft mailed to
the person that was the Registered Owner of this Note at the
close of the last business day of the City preceding such Payment
Date an amount equal to the lesser of (a) 80% of the Tax
Increments (hereinafter defined) received by the Authority during
988288.6 I-1
RESOLUTION NO. 00-21
Exhibit A
the six month period preceding such Payment Date, or (b)
$650,000.
The Payment Amounts due hereon shall be payable solely from
tax-increments (the "Tax Increments") from'the Development
Property and the Adjacent Property (as defined in the Development
Agreement) 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 469.179, 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 the Final Payment Date defined above,
on any date upon which the Authority shall have terminated the
Development Agreement underSection 8.2(b) thereof, or 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, 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 Agreement shall have occurred and be continuing
at the time payment is otherwise due hereunder, but such unpaid
amounts shall become payable, without interest accruing thereon
in the meantime, if said Event of Default shall thereafter have
been cured; and, further, if pursuant to the occurrence of an
Event of Default under the Development Agreement the Authority
elects to cancel and rescind the Development 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 Agreement, including without
limitation Section 8.2 thereof, for a fuller statement of the
rights and obligations of the Authority to pay the principal of
this Note and the interest thereon, 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 City
only from the sources and subject to the qualifications stated or_
referenced herein. This Note is not a general obligation of the
City of Brooklyn Center, Minnesota, and neither the full faith
and credit nor the taxing powers of the Authority are pledged to
the payment of the principal of or interest on 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''obligati6ns hereunder.
This Note is issued by the Authority in aid of financing a
project pursuant to and in'full conformity with the Constitution
988288.6 1 -2
RESOLUTION NO. 00-21
Exhibit A
and laws of the State of Minnesota, including the Tax Increment
Act.
- This Note may be assigned only with the prior written.
consent of the Authority. 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
City. 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, condi-
tions, 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 limitation thereon.
11
IN WITNESS WHEREOF, the Brooklyn Center Economic Development
Authority has caused this Note to be executed by the manual
signatures of its Chair and Executive Director and has caused
this Note to be issued on and dated _ 2000.
Chair
Executive Director '
988288.6 1 -3
RESOLUTION NO. 00-21 Exhibit A
CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note, as
originally issued on , 2000, was on said date
_registered in the name of Talisman Brookdale; LLC, a Minnesota
corporation, 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 OWNER REGISTRATION CITTIVE DIRECTOR
Talisman Brookdale, LLC 2000
1
988288.6 1-4
RESOLUTION NO. 00-21
Exhibit A
EXHIBIT J
LEGAL DFSCRIBTION OF
ADOICENT D LOP NT UOPERTX
[Insert legal description of 5 anchor store properties]
1
988288.6 J-1
RESOLUTION NO. 00-2I Exhibit A
1
988288.6 K- Z
01/14/00 FRI 16:39 FAX-305 6629616
RESOLUTION NO. 00-21
TALISMAN COMPANIES LLC
e,akddc
J
BROOKDALE CENTER
BROOKLYN CENTER, MINNESOTA
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING AGREEMENT
Exhibit A
08'20/1999
9042
THIS SEPARATE AGREEMENT is made as of AV~ U-C f `31 1999, by and
between TALISMAN BROOKDA.LE, LLC, a Delaware limited liability company
("Developer'), and DAY "0 HUDSON CORPORATION, dPo/a/ Dayton's, a Minnesota
t
corporation C Dayton's'l.
WITNESSETH:
WHEREAS, Dayton's and Developer's predecessor have previously entered into an
Operating Agreement dated May 18, 1978 and recorded May 18, 1978 as Document No.
1273419 in the office of the Registrar of Titles in and for Hennepin County (the "Operating -
Agreemenfj by and among, inter alia, Developer and Dayton's; and
WHEREAS, Dayton's and Developer's predecessor have also entered into a
Supplemental Agreement dated May 18, 1978 (the "Supplemental"); and
WHEREAS, Dayton's and Developer are the sole holder of their predecessor's rights
under the Operating Agreement and Supplemental; and
WHEREAS, Dayton's has agreed to remodel the DDC Building and Developer has
agreed to remodel the Shopping Center; and
WI3EREAS, Developer has agreed to contribute to Dayton's $8,160,000 as a Section 118
Non Shareholdcr Contribution to Capital, payable as set forth in Section 2 below; and
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1
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=~,~iu=rMN NU. 00-21 Exhibit A
WHEREAS, Developer and Dayton's have agreed to amend the operating Agreement
and Developer has agreed to seek the other required consents to amend the Operating Agreement
as provided in Section 14 below; and
WHEREAS, the parties to this went want to set forth further agreements with
respect to one another regarding the Operating Agreement and the Supplemental with the
understanding that this Second, Separate Agreement will not be filed of record.
NOW, THEREFORE, in consideration of the mutual covenants, terns and conditions
provided herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Capitalized Terms. Capitalized terns used but not defined herein shall have the
meanings set forth in the Operating Agreement.
2. Mall Renovation. Developer agrees to remodel the interior common areas of the
mall and the external common areas as well as make all associated off-site improvements (the
"Mall Renovation") consistent. with the site plan attached as Exhibit X to this Separate
Agreement; and (ii) the Mall Renovation Plans (as defined below); provided such renovation is
at least equal to the quality in design and finishes of the Rosedale, Southdale and Ridgedale
Malls. Developer agrees to spend at least Fifty-Five Million Dollars ($35,000,000) in so-called
hard and soft costs in constructing the Mall Renovation. Developer shall complete the Mall
Renovation within the Dayton's wing of the Enclosed Mall and the center court of the Enclosed
Mall as labeled on the Site Platt, subject to force majeure, no later than November 1, 2000. The
Mall Renovation shall be constructed in compliance with all applicable zoning, fire and building
codes and in a good and workmanlike fashion. No Mall Renovation work or other construction
work of any kind shall be conducted within the area marked on the Site Plan as "No Construction
Area" during the months of November, December, and during Dayton's_ Jubilee and Anniversary
Sales without Dayton's written consent, such consent to be granted, withheld or conditioned in
9 043
Dayton's sole discretion.
01/14/00 FRI 16:99 FAX 905 6629616 _ TALISMAN COMPANIES LLC IM 044
RESOLUTION NO. 00-21 - Exhibit A
Developer shall submit to Dayton's within ninety (90) days of the date of this Agreement,
proposed design development drawings and plans for the Mall Renovation. The parties
acknowledge approval of the Mall Renovation does not include the right of approval of
individual tenant store interiors or store fronts. Dayton's shall then have thirty (30) days in
which to provide its comments or approval of the plans, such approval not to be unreasonably
withheld. Developer and Dayton's agree to cooperate on approval of such plans and upon such
approval such plans shall be referred to as the "Mall Renovation Plans". To permit full exercise
of Dayton's rights under Section 12 of this Agreement, the Mall Renovation Plans shall include
detailed information about the Dayton's Court as defined in that Section.
3. Capital Contribution; Letter of Credit.
(A) Developer shall contribute to Dayton's $8,160,000 to be used by Dayton's to
remodel the DDC Building (as provided in Section 4) (the "Capital Contribution") as a Section
118 Non-Shareholder Contribution to Capital, payable in installments until the Capital
Contribution has been paid in full. The first installment shall be in the amount of $500,000 and
shall be due within ten (10) days of the execution and delivery of this Agreement. All
subsequent installments shall be in the amount of $957,500. The second installment shall be due
within ten (10) days of (a) Dayton's commencement of construction of the remodel of the DDC
Building; and (b) written notice by Dayton's to Developer of the commencement. Each
subsequent installment payment of the Capital Contribution shall be made on the first day of the
next seven (7) months thereafter until the Capital Contribution has been paid in frill; provided
that Dayton's is. then proceeding diligently to construct the remodel of the DDC Building or has
completed the remodel.
(B) To assure Dayton's that sufficient funds shall be available from Developer to pay the -
Capital Contribution Developer shall, prior to December 1, 1999, either (i) pay the balance of the
Capital Contribution to Dayton's in immediately available funds; or (fi) deliver to Dayton's an
irrevocable letter of credit, drawn upon a financial institution reasonably acceptable to Dayton's, in
an amount equal to $7,660,000. The letter of credit shall designate Dayton's as the sole beneficiary,
DHC: 22467 v2 3
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00-271 Exhibit A
have a term of 14 months and provide that it may be drawn upon by presentment, accompanied by
an affidavit signed by an officer of Dayton's stating one of the following:
(i) The Capital Contribution is not yet fully paid and Developer has failed to renew this
letter of credit at least 20 days prior to its expiration datc, or
(ii) Developer has failed to pay when due all or a part of the Capital Contribution, or
(iii) Developer or a general partner or affiliate of Developer has filed, or had filed against
it, a bankruptcy petition, or
(iv) A receiver or trustee has taken possession or control of a substantial portion of
Developer's assets or the assets of a general partner or affiliate of Developer.
If Dayton's draws on the letter of credit, the proceeds shall be retained by Dayton's and used
to fund the Capital Contribution. Amer Dayton's has obtained the fiuaal payment for the Capital
Contn'bution, any portion of the proceeds thcn held by Dayton's shall be forthwith delivered to
Developer, it being fully understood and agreed that no interest shall accrue to Developer on the
funds held by Dayton's, and further that if the funds held by Dayton's are insufficient to cover the
Capital Contribution, Developer shall immediately pay such deficiency.
Dayton's agrees to pay, in the form of a reduction in the Capital Contribution, the fee
incurred by Developer in Obtaining the Letter of Credit, not to exceed $81,600.
4. Remodel of ADC Building. Provided that Developer completes in the manner
required hereunder the Mall Renovation, Dayton's shall spend at least as much of the Capital .
Contribution as it actually receives from Developer to remodel the DDC Building according to
plans and specifications to be developed by Dayton's in its sole discretion (the "DDC Building
Renovation'). The Capital Contribution may be used for all planning, design and ,soft costs,
including the cost of internal staff time, as well as the cost of construction material and labor
("Project Costs'), Dayton's shall exercise reasonable efforts to complete the DDC Building
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01/14/00 FRI 16:40 FAX 305 6629616
RESOLUTION NO. 00-21
TALISMAN COMPANIES LLC
Exhibit A
Renovation, subject to force majeure, within 24 months of the date of this Agreement. Prior to
commencement of the DDC Building Renovation, Dayton's shall provide to Developer, as a
courtesy copy only; a written description of the scope and design of the DDC Building
Renovation. To evidence completion of the DDC Building Renovation, Dayton's shall provide a
written certification (the "Certificate") from an officer that the DDC Building Renovation is,
complete and that Dayton's has incurred Project Costs at least in the amount of the Capital
Contribution actually received by Dayton's: Upon giving written notice to Dayton's within six
months of the date of the Certificate, Developer shall have a one-tune right to review Dayton's
invoices and payments evidencing Project Costs. The review shall occur at Dayton's central
property administration offices on a date and at 'a time reasonably acceptable to the parties.
I1046
5. CAM Contribution. Effective as of January 1, 2000 and notwithstanding anything
to the contrary in Articles M X, and XVM and ,all other provisions of the Operating Agreement,
Dayton's agrees to contribute $183,600 annually toward the cost and expense of operating and
maintaining the Enclosed Mall and the Shopping Center, including both Exterior Common Area
and Interior Common Area Maintenance and Expense, as well as all contributions to any
merchants' association, promotional fund or any other Enclosed Mall or Shopping Center fees or
costs ("Mall Costs'). This amount shall be payable in annual installments in advance. Dayton's
obligation to contribute to Mall Costs shall continue only for so.long as both of the following
occur.
(a) a retail store on the DDC Site (i) is required to be operated pursuant to the
Operating Agreement; or (ii) is tieing' operated; and
(b) the Enclosed Mall W continues'to be open and operating in accordance with the
terms of the Operating Agreement and this Separate Agreement,'(ii) continues to -
abut and the retail store on the ADC Site is permitted to have an opening into the
Enclosed Mall, and ('iii) oxtends at lust 500 feet from the retail store on the DDC
Site. t
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1
4000*
01/14/00 FRI 16:0 FgAl 0 6628616 TALISMAN COMPANIES LLC Z047
E~IU. 0 Exhibit A
i
Should the Enclosed Mall be closed for any reason for more than thirty (30) consecutive days in
any one year, Dayton's annual contribution shall lie prorated on the basis of 360 days, and
payment shall be. made only for the - days it its oRen. Dayton's annual contribution to the
_ operation and maintenance of the Mall shall bq increased every three (3) years by five percent
(5%) of the then amount of the annual contribution commencing on January 1, 2002 and
thereafter on the third (3rd) anniversary of each sdeh adjustment date during the term of the
Operating Agreement.
6. Percentage Fee.
1
i
6.1. Imposition of Fee. Effie tdve as of the completion of the DDC Building
Renovation, as evidenced by the Certificate; Dayton's shall pay to Developer, in lieu of
additional contributions for special assessments and Mall Costs beyond those provided for in this
Separate Agreement, a percentage fee equal to (i) one percent (1%) of Dayton's annual Gross
Sales, if any, (as defined below) exceeding Tarty-five Million Dollars ($35,000,000) and up to
Forty-five Million Dollars ($45,000,000); and ono-half *of -one percent (1/2%) for Dayton's
annual Gross Sales in excess of Forty-five "on Dollars ($45,000,000). Such percentage
payment shall be paid on an annual basis widA 124 days after the end of each calendar year (the
"Payment Ycaz"). ;
61. Disclaimer. Notwitbs*ding anything to the contrary contained herein,
Dayton's shall have no obligation, express or implied, to pay any percentage fee if Dayton's
annual Gross Sales for any Payment Year are, for :any reason whatsoever, less than the
breakpoints specified in this Agreement Daj►on
e 's makes no representation or Warranty, express
or implied, that any Gross Sales will be gnerated at the DDC Building- Except as to be
provided in the Amendment as contemplated=;by Sectio)i 14.2 of this Agreement, but Otherwise
notwithstanding anything to the contrary con`ftained in this agreement, neither Dayton's nor any
successor, assignee or tenant of Dayton's, sW1 have any obligation, express or implied, to open
any business at the DDC Site, to remain open for business in the event a business is opened at the
DDC Site, to reopen for business in the eve a Jusiness is opened at the DDC Site and then
closes, or otherwise to conduct any business a the DDG Site.
i ;
DHC, 794 67 v8
01/14/00 FRI 16:41 FAR 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 Exhibit A
6.3. Records. Dayton's shall and matte available to Developer complete
and accurate records of its Gross Sales, incluftt all pertinent original sales records. Dayton's
statements of Gross Sales and all information obWned from examination of Dayton's books and
records shall be deemed strictly confidential shall not be disclosed to any third parties.
Within 120 days following the end of each Payment Year, Dayton's shall furnish to Developer a
statement of Gross Sales made during such Payment Year. If the annual statement shows that a
percentage payment is due, the annual statement
due. Dayton's records relating to Gross Sales
inspection by Developer or-its duly authorized r
be accompanied by payment of the amount
on or for the DDC Building shall be open for
during regular business hours for a
X1048
period of one year after each annual statement'' Grow Sales is submitted. At any time within
such period, Developer may audit Dayton's rei?ords of G=ross Sales for the preceding Payment
Year. If any such audit discloses an inaccurmp► in Dayton's statement of Gross Sales, Dayton's
shall make prompt paym=ent of any deficiency.
such audit discloses that Dayton's under-repoi
shall pay the cost of such audit unless
Gross Sales by more than 3%, in which event
1
Dayton's shall pay the reasonable cost of such s
6.4. Definition of Gross SAM.
"Gross Sales" means the entire amount of the
ordinary course of business to retail
of Dayton's. All of the following shall be
For purposes of this Agreement, the term
atal salei price of all merchandise sold in the
the DDG Building by Dayton's, or any tenant
d from "Gross Sales":
(a) Any sums collected and Maid out fog; sales or excise taxes based on the sale
of merchandise and n wed by law; whether now or hereafter in force, to
be paid by Dayton's or : is tenant or collected from its customers, to the
extent that such taxes been included in the gross sales price.
(b) The exchange or traasfe' j of merchandise between the stores of Dayton's
or its tenant, provided= such exchanges or transfers of merchandise are
made solely for the convenient operation of the business of Dayton's or its
tenant and not for the pt.rpose of consummating a sale made at, in, from,
or upomthe DDC Build
i
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01/14/00 FRI 16:41 PAX 305 6629616 TALISMAN COMPANIES LLC 9049
RESOLUTION NO. 00-21 - i Exhibit A
kj
1=
(c) The amount of returbs tv,*ppers or manufacturers.
(d) The amount of any promotional allowances.
k
(e) The amount of any cashi or credit refund made upon any sale where the
_ merchandise sold, or tome part thereof, is returned by the purchaser.
(f) Sales of fixtures.t
(g) Sales from vending mectnies.
(h) Sales of postage A l
W Rental fees or sales of j fees.
(j) Sales of tickets (mclu jt'ag airline, lottery tickets and all ticket master
sales).
(k) Sales of money orders.
(1) Tips and gratuities paid o ~znployees of Dayton's or its tenant (whether in
cash, by credit card or charge account).
(m) Bad cheeke and unroll credit and charge accounts.
(n) Any sums and credits ' zFlved in settlement of claims for loss or damage .
to merchandise in stockrrrtransit to Dayton's or its tenant.
(o) Any sale in bulk of R~ .9'r substantially all of Dayton's or its tenant's
inventory in connection;'~wtth the sale or trander of Dayton's or its tenant's
business or the cessaii of such business.
(p) Any tent and 6046cy charge paid by any tenant, concessionaire,
licensee, dr other third~rly; provided the gross sales of any such party
have been included in `gross Sales".
,
(c) Any deposits, recei*i fees and other amounts relating to any banking
egdless of whether said banking facility or business
facility or,business,r
I a;
is operated by Dayton's or by any tenant, concessionaire, licensee or other
,
third party.
t
(r) Gift certificates.
(s) Sales of materials fdr ;cliuag.
(t) Sales to employees' o j 'qualified annuitants of Dayton's, its affiliates or
subsidiaries. _
t 1
a3 tl t
Dxc, 28467 va j ti~ yt,
01/14/00 FRI 16:41 FAX 305 6629616 TALISMAN COMPANIES LLC 9050
RESOLUTION NO. 00-21 1 Exhibit A
(u) Sales transacted through, internet, e-mail or electronic means which are
fulfilled from stock toCOA at the DDC Building.
(v) Any reimbursement fo'r' and/or handling fee paid in connection with,
' coupons or store coupons).
coupons (whether
:a;l
7. Real Estate Taxes and Special ,Assessments. Notwithstanding anything to the
contrary in Article X11 or any other prorma' of the Operating Agreement, Dayton's shall,
effective as of July 1, 1999, be obligated pay only those real estate taxes and special
assessments assessed against the DDC Site, FD ~C Building and the DDC Parking Area, provided
that in no event shall the DDC Parking Area.o
obligation to contribute to the real estate a
Equitable Site or any other portion of the S,
Dayton's in reconfiguring the• DDC Parking
special assessments or other similar charges
Parking Area as a result of the Mall Remvat
for such assessments or charges. The land
shall aot becomc subject to a na~inimuin
public financing which supports either direct]
have the exclusive right to protest real estate
,id 390,000 square feet. Dayton's shall have no
and special assessments assessed against the
ping Center. Developer shall cooperate with
;a to constitute a separate tax parcel. If any
assessed against the DDC Site, Building or
peveloper shall promptly reimburse Dayton's
uting the DDC Site and the DDC Parking Area
it for rest estate tax purposes as a result of any
Wdirectly the Mall Renovation. Dayton's shall
and special assessments assessed to the DDC
Parking Area.
8. Utilities. Notwithstanding E 'c1e ,XL of the Operating Agreement, Dayton's
obligations under that Article shall not in any 'ne calendar year exceed one hundred five percent
(105%) of the amount paid under that Artrlj : die preceding year. At no time shall Dayton's
be liable under the Operating Agreement Or' y; costs of replacing or maintaining the heating,
air conditioning and ventilating system t1W pct, d be categorized as capital costs under generally .
accepted accounting principles.
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01/14/00 FRI 16:42 FAIL 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 -
;
E;
9. R_pe urchase Right. }
1
Exhibit A 0 051
9.1 Grant of Option. open irrevbcably agrees to waive the right to
t
repurchase under Section XLII(E) of the ' g Agre bent in consideration of the right to
s :
repurchase provided in this Section. AY, no 'thstanding Article XLII(1) of the
Operating Agreement, but subject to Seetiom `of this Agreement, if (a) Dayton's discontinues
operation of the DDC Building for a single • , ! tis D purpose for a period of one hundred eighty
i. ~ _II
(180) consecutive days; (b) Dayton's transf ' its ownership and operation of the DDC Building
!M'
except to an affiliated or related entity or W nnection 'th a financing or sale/leaseback type
Ey transaction; or (c) Dayton's. otherwise desire j Agplemeni the procedures of this Section 9 after .
the period of Dayton's operating covenant coat 'm* lated b,, Section 15.2, Dayton's shall provide
Developer with prior written notice thereof; ° j • a ninety (90) day period after the date of the
written notice or action (the "Option Period; veloper have the option (the "Option') to
require Dayton's to convey to Developer I6DC Site and the improvements located thereon
(exclusive of trade fixtures and merchandise tayton's operty'~ for a purchase price equal to
the Fair Market Value as defined in S ' 9! 2. D . eloper may exercise the Option by
;
Providing written notice to Dayton's of its glio'n to p together with an earnest money
deposit of $1,500,000 by wire or certified r hc~ k ~xnade p gable to Dayton's during the Option
Period, time being of the essence. The eney deposit shall be non-reftmdable, but shall
be applied to the purchase price. if Develo ldos not :Pvlde written notice within the Option
Period, then Developer shall have no right ` this A ement to purchase Dayton's Property
on that or any other occasion and all of Devi o'. :s rights under this Section shall terminate.
9.2 Determination of Fai
fair market value of the Dayton's Propet
excluding any contribution to that value of 1
this Agreement, multiplied by any increat
between the date of this Agreement and
Period. Developer and Dayton's shall
the Dayton's Property at the time of the "
cannot mutually agree upon that Fair Marla
r;
it et Value. "Fair market Value" shall mean the
~he of the execution of this Agreement
;,,remodel f the DDC Building contemplated by
1 -
the Cost of Living Index as hereafter defined
late of receipt of notice commencing the Option
1. ;
itoimutually agree upon the Fair Market Value of
!fin of this; eement. If Developer and Dayton's
~alue within sixty (60) days af ter the date of this
14
01/14/00 FRI 16:42 FAX 305 6628616
RESOLUTION NO. 00-21
TALISUN COMPANIES LLC
- 1
4 `
1
1
:'1i,
Agreement, Developer and Dayton's shall,~l'
period, each select a person to act as an
promptly mutually select a third appraiser. If
third appraiser, the third appraiser shall sE
Institute of Real Estate Appraisers or a
su
. i..l `
person designated as an appraiser shall be
iics
regional shopping centers and be members d tl
No appraiser shall be in the employment of
agent, except in connection with the appi
otherwise confer as deemed necessary to det
of value of any two or all of the appraisers
deemed to be the Fair Market Value. If 14
F
amount, the two closest in appraised value s
disregarded and the result of such averaginj
decision of the appraisers shall be in writing
designation of the last additional appraiser,'
date of the designation of the last additional;
shall be borne equally by Developer and D
any part of the other's attorneys' fees or app
The Fair Market Value at
by multiplying the initial Fair Market V
numerator of which is the Current Index
Number. The "Base Index Number" shall,.
this Agreement is dated; the "Current Index
in which the Option is exercised; the "Inds
Consumers, U.S. City Average, All items
States Depa tinent of Labor (base year
hereinafter provided. If publication of the ;
Index is materially changed, then the pantie
computed by an agency of the United
DHC: 28467 v8
p, ,
Exhibit A
in fift4a (15) days after the sixty (60) day
ser and the two (2) selected appraisers shall
initial two (2) appraisers cannot agree upon a
rated by, the then President of the American
F A
procei
line the F.
' 1` be ide
rminatic
1
be aver4
usll be dee
m exercising similar functions. Any
and experienced in the appraisal of
L Institute of Real Estate Appraisers,
ayton's, directly, indirectly, or as an
ag. The appraisers shall meet or
Market Value. If the determination
in amount, that amount shall be
of all appraisers shall be different in
l and the remaining appraisal shall be
to be the Fair Market Value. The
, shall be 'made as promptly as possible after the
in no- event later than thirty (30) days from the
raiser. Ili costs and expenses of the appraisers
n's; however, no party. shall be responsible for
1 procest costs with respect to the proceeding.
F ~
t
of the ekercise of the Option shall be calculated
FI i .
1 ~
311l~ ~
ender this Agreement by a fraction, the
and the. denominator of which is the Base Index
i level o the Index for the month during which
(i
" shat: be the level of the Index for, the month _
S ball ~i
be the Consumer Price Index for All Urban
shedd by the Bureau. of Labor Statistics of United
~ -$4=10d , or any successor index thereto as
ii I dUco~i~thmed, or if the basis of calculating the
substitute for the Index comparable statistics as
IM 05 2
1
s Government or, if none, by a substantial and.
ti
01/14/00 FRI 16:43 PAX 305 6629616 TALISMAN C(MPANIES LLC ~j053
RESOLUTION NO. 00-21 Exhibit A
t
responsible periodical. or publication of recog6 d authori .y most closely approximating the result
y
which would have been achieved by the
9.3 Terms of Purchase. the detelrmination of the Fair Market Value of
the Dayton's property, the provisions of :this lion 9 shall be deemed to be a purchase and sate
agreement (the "Purchase Agreement") based n the fo; lowing terms and conditions:
f '
• i
(a) Purchase Price. The ,price shal: be the greater of (i) Dayton's Book
Value of the Dayton's Pro = I ; or (u) Fair Market Value of the Dayton's
Property as determined under 'on 9.2.
(b) Manner of Payment. The purq.se price sl-all be paid by wire transfer.
i
(c) As Is Condition. The Daytor '4 perry be sold in an "as is" condition as of
the closing date without any ' sentati or warranty, express or implied, by
Dayton's. ' -
iA
(d) Title. Upon close of escro,
Developer or Developer's n
Dayton's acts only, subject
easements of record, (ii) n
's shall convey the Dayton's Property to
e by spacial warranty deed warranting against
to (1) c ovenants, *conditions, restrictions, and,
real property taxes and assessments
prorated to the date of close
Developer in writing within
option to purchase arises,
mortgages, deeds of trusts ;
Property by Dayton's, for
v
As to items (i) and (n-
DHC. 28467 v8 P
Property any use restrictio
date hereof that restrict' the
Property. Developer may,
policy of title insurance's wins, I
and (iii) matters disclosed by Dayton's to
(30) dayls after Developer's right to exercise the
r than : iens and security interests (such as
to like) i oluntarily placed against the Dayton's
Dayton'.: shall obtain a recordable satisfaction.
Ws shat : also remove from title to Dayton's
tced agar the Property by Dayton's after the
is of- retail use that can be made of Dayton's
expense, obtain upon close of escrow an ALTA.
:ended coverage issued by a title, company with
I _
01/14/00 FRI 16:43 PAX 305 6629616 TALISMAN COMPANIES LLC 0 054
11-1
Exhibit A
RESOLUTION NO. 00-21
.j
e of the Dayton's Property and insuring fee
pric
liability equal to the full it.
simple title vested in Deveor Developer's nominee, subject only to the
matters specified in (i), (i) an~ 1 1;u) above.
(e) Deed Upon opening of esc Dayton's shall deposit with Escrow Holder (as
S. }
hereinafter defined) a deed ig, a form specified in (d) above to convey to the
I.!
Developer Dayton's Property l d bill of sale and other documents reasonably
c, owledged
necessary, duly executed and
,i
u{
sta '
(f) Assumption. Upon opening==., escrow, Developer shall deposit with Escrow
Holder all instruments, and ~i dence of completion of all acts, necessary to
;J release Dayton's as of the close : f escrow to the fullest extent from its obligations
under the Operating Agrz% and.containing an assumption by Developer of
all duties, obligations and cq'
Operating Agreement, togetho*
is 1
defend and hold Dayton's ha
I:
occurring after the sale of the 0, 1
ants imposed upon Dayton's pursuant to the
;th Developer's covenant to indemnify, protect,
ss from and against any claim, loss or damage
ton's Property to Developer.
(g) Closing Costs. Developer ata, Dayton's shall each pay one-half (1/2) of any
escrow fee for the sale and p ► 5 a of the Dayton's Property. All otbar costs and
closing expenses shall be
(h) Taxes. Developer and
of special assessments
aide Developer.
' i "
tons shall prorate the real estate taxes and installments
assume payment of any i
thereafter.
Within thirty (30) days after the exercise
escrow (the "Escrow') with an escrow coi
and deposit a signed copy of this
scheduled to close no later than thirty
:}pyable in the year of closing and Developer shall
eats of special assessments due and payable
1t; +
€option, Developer and Dayton's shall open an
Ind ("Escrow Holder") mutually acceptable to them
with Escrow Holder. The Escrow shall be
)s ys after the opening thereof. Developer and
r•
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01/14//000SO 116:4 NA 0052§629616 TALISMAN COMPANIES LLC Exhibit A Q055
Dayton's shall promptly sign standard form d - escrow instructions supplied by Escrow Holder;
provided, however, in the event of a confl!i in the escrow instructions and the Purchase
Agreement, the terms of the Purchase Agtee~ierrt shall control.
9.4 Developer's Rids Pending Exercise. No rights granted to Developer
pursuant to this Section 9 shall create any J1 hts in Developer to participate in any award or
proceedings of any taking by eminent domak or deed in lieu thereof or to participate in any
insurance claim, or to otherwise make any c of right or ownership of the Dayton's Property,
and this option shall automatically terminate to any portions of the Dayton's Property so taken
or conveyed. ,
10. Extended Dark 'Period. Nod 'tbstanding the provisions of Section 9, no
repurchase right will be created if Dayton S d~eonemues operation of the DDC Building for a
period of up to eighteen (IS) months as a ;esll : of a conversion of the DDC Building to another
retail format and attendant remodel or recou ruction of the DDC Building (the "Conversion
Remodel."). In order to exercise this right, Ii ~tou'ls shall provide Developer written notice at
least thirty (30) days prior to the cessation of orations and Dayton's shall have commenced the
Conversion Remodel within nine (9) months of the cessation of operations. In connection with
any Conversion Remodel, Developer shall, ui n written request from Dayton's, convey to
Dayton's such additional land as is necessary ' order to expand the DDC Site to include all of
the Permissible Building Area shown on the Plan at a purchase price of Ten Dollars ($10.00)
and otherwise on the applicable terms of ` 'on 9.3. In connection with such conveyance,
Developer shall cooperate with Dayton's to ; end the Operating Agreement to define the DDC
Parking Area to include only so much of I existing DDC Parking Area as is required to
maintain the required parking ratio for the I II ber of square feet within the remodeled or
reconstructed DDC Building. Developer steal td, Aso cooperate with Dayton's in reconfiguring as a
separate tau parcel, the DDC Site, Building' newly reconfigured DDC Parking Area. From
the date of the conveyance of the additionaDayton's shall only be responsible for real
estate taxes and special assessments, to the! lxtent required under Sect ion 7, on this newly
1 -
reconfigured tax parcel.
i
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01/14/00 FRI 16:44 FAX 905 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 Exhibit A
11. Kiosks. No kiosks, retail erchandasing units or push carts (collectively
"Kiosks') shall be placed within one him&
Enclosed Mall, except for the existing Kiosks
such consent to be granted or withheld in
(100) feet of the Dayton's entrance .onto the
awn on the Site Plan, without Dayton's consent,
s sole discretion.
12. Dayton's Court. Dayton's shall have the right to review and approve the design
of the area within the Enclosed Mall within three hundred (300) feet any opening to the DDC
Building (the "Dayton's Court') at all tim I during the term of the Operating Agreement,
including the decor, the amenities, the layout- the color, the materials, the decorative elements
and the furnishings as they are changed from e to time, excluding tenant entrances, facades or
interiors.
Dayton's shall also have the right to approve any restaurant within the area designated on
the Site Plan as the Dayton's Restaurant Area, including the format of the restaurant, the operator
of the restaurant, the design and layout of th'a I restaurant and the operating procedures of the
restaurant with respect to deliveries, trash oval and other procedures that will impact
Dayton's.
13. Take Over Right Dayton's
to take over from Developer and assume the <
the common utility facilities) on the DDC R
Dayton's sole discretion, materially impairs
exercise this right by written notice to Dev
have the right at any time and from time to time,
igadon to maintain the Common Area (excluding
if Developer's conduct of the maintenance, in
conduct of Dayton's business. Dayton's may
designaiing a date (which date shall be no
fewer than thirty (30) days thereafter), as of which it shall perform, for the portion of the
Common Area located on the DDC Site,
thereto under Article IX of the Operating A
notice, Dayton's shall `(a)'be deemed to have
relieved of) such obligations and any other
the maintenance and operation on that portio
relieved of all liability to pay ninety. percent
this Separate Agreement for any period of
DHC: 29467 v8
2056
1
obligations assumed by Developer with respect
ll eement Upon the effective date provided in the
sumed (and accordingly, Developer to have been
higations of Developer under this Agreement for
of Common Area on the DDC Site and (b) be
L L of its payment required under Section 5 of
e thereafter while such take-over continues.
1!5 40 67
01/14/00 FRI 16:44 FAX 305 6629616 _ TALIS CompANIES LLC
RESOLUTION NO. 00-21
Dayton's may at any time thereafter, at its
days written notice to Developer, provided,
take-over as specified above. No cancellatio
Area on the DDC Site shall, at such time s
approximately as good a condition as when
Exhibit A X1057
)lion, rescind its take-over, by at least thirty (30)
ather, that Dayton's may again serve a notice of
of take-over shall be effective unless the Common
the cancellation is intended to be effective, be in
maintained by Developer, reasonable wear and
tear excepted. During such period of time Dayton's may have taken over and be performing
the Common Area maintenance obligations the DDC Site pursuant to this Section, Dayton's
at its own cost and expense, shall provide the
conforming to the requirements of the 01
"additional insureds", which insurance o
self-insurance; and Developer shall be reliev
liability insurance for the DDC Site during st
Area liability insurance on the DDC Site,
Agreement, naming all other _parties as
may be satisfied by its program of
of the obligation to provide such common Area
period of time.
14. Remodel Space. Developer
that Dayton's is conducting its remodel of the
this Separate Agreement, one mall shop spay
to 5,000 useable square feet to be used by D
and inventory displaced by the remodel. Da;
and shall operate the space during the mall's
at its expense, up to two times during the
not be subject to any rent, tax, common area,
1 provide to Dayton's diming the period of time
x Building, as contemplated under Section 4 of
fully served-by- utilities, of approximately 2,000
en's to merchandise' and sell clearance inventory
,'s shall finish the space to its own specifications
rating hours. Developer may relocate the space,
of Dayton's use. Dayton's use of the space shall
'ity or other occupancy expense of any kind.
1.5. Amendment of Onerafm Agreement. The Operating Agreement shall be
considered amended as follows and Dayton's and Developer agree to execute deliver and
Developer agrees to exercise its best effort, to obtain execution and delivery from all other
required parties of an amendment (the "Amendment! to the Operating Agreement that will
provide for the following items:
15.1. Site Plan. The Site Plat attached as Exhibit X to this Separate Agreement
shall be substituted for the Site Plan attachedhto the Operating Agreement-
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16
01/14/00 FRI 16:44 FAX 305 6629616 _ TALISMAN COMPANIES LLC
RESOLUTION NO. 00-21 - Exhibit A
15.2. Dayton's Operating Cbeenant. " Provided that Sears and J.C. Penny have
given similar operating covenants, Articles (B) and XLI of the Operating Agreement will be
amended so that Dayton's will provide a e year operating covenant under the following
language:
Dayton's covenants and agree, with and for the benefit of [Developer] and its
successors and assigns, which covenants and agreements are expressly conditioned upon
the performance by [Developer], its successors and assigns of its obligations under
Article [reference to Amendment' m 1Son' contemplated by Section 15.3].
(A) . that for a perio
[DDC Building Remodel, as establW
earlier to occur of (i) , January 31, 2(
Period"), Dayton's shall continuously
(the "Dayton Department Store"}, su
majeure; (b) damage by fire or other
the DDC Building, each of which ped
reasonably possible in accordance will
commencing. on the date of completion of the
3 under the Certificate] and terminating on the
1; or (ii) three years thereafter (the "Operating
Aerate on the DDC Site a retail department store
act only to interruptions by reason of (a) force
,salty; (c) condemnation; and (d) the remodel of
is of interruption shall be minimized to the extent
he terms of this agreement;
(B) that the Dayton Department Store shall at all times during the
Operating Period be a retail departme4 store as operatedby Dayton's on the DDC Site at
the date of this agwcment, as such ' lion may. be modified from time to time by
Dayton's, in its sole discretion, to such retail department store competitive with
other department stores of similar type character and nature;
(C) that at all ties during the Operating • Period the Dayton
name "Dayton's", "Dayton" or under such
the
Department Store shall be operated un t~DM
other name or names as Dayton's may m time to time use for a majority of its 'similar
retail department stores in the State of esota;
(D) that the Dayton Department Store shall at all tunes during the
Operating Period and thereafter for so long as Dayton's or its successor(s) operates a
retail store on the DDC Site have a Abross Floor Area of at least 200,992 square feet,
subject to the effects of any taking in 1ondemnation and shall have at least two levels at
and above ground level; ,
(E) that. the Dayton: Department Store shall at all times during the
Operating Period have at least one (1) entrance onto the Enclosed Mall open during the
business hours.of Dayton's and the Ma 1;
(F) ` that during the Operafing Period Dayton's shall operate one
hundred percent (1006/6) of the Dayton Department Store as a retail department store of
the type, character and nature provided for in this Article, in a high class and reputable
manner and in accordance with the pi el visions of this Article, which store shall be open
DHC: 29467 v8
9 058
I
1111100 ?&1W 05116629616
TALISMAN COMPANIES LLC Exhibit A ~I 059
for business during the regular and customary hours on all business days observed by at
least one other Dayton's Store operating in the Minneapolis/St. Paul, Minnesota
metropolitan area, subject to interruption of the nature described in paragraph (A) above,
and in connection with such. operation Dayton's shall not violate any of the other
provisions of the operating Agreement which are applicable to the operation of the DDC
Site.
It is understood that at the date of this agreement Dayton's operates two basic
types of department stores, "Dayton's", "Hudson's" and "Marshall Field's" department.
stores, which are its higher quality retail operations, and "Target" department stores,
which are its discount operation. It is agreed that the Dayton Department Store is now
and will continue during the Operating Period to be operated as one of Dayton's higher
quality retail operations, and not as one of its discount operations.
The pmvisiigns of this Article XLI shall be binding upon Dayton's and its
successors and assigns, and- shall inure to the benefit of (Developer) and its successors
and assigns.
15.3. Developer's Opeerati= Covenant. Article VI(B) of the Operating
Agreement shall be amended so that Developer shall provide an operating covenant under the
following language:
So long as DDC and Dayton's perform their respective obligations under Article
VI(B) and Article X L1 hereof (as amended), [Developer] shall, for a period comineac. 9
on the Effective Date and ending on the date Dayton's no longer operates a department
store as described in Section XL 1 (as amended) W continuously operate or cause to be
operated the Enclosed Mall pursuant to the terms of this agreement under the name
"Brookdale Center"; (it) keep. seventy-five percent (75%) of all Gross Floor Area in the
Enclosed Mall exclusive of the department store and theatre or cinema space leased to
tenants comparable in quality to those occupying space in major regional shopping
centers of similar size in the Minneapolis-St. Paul metropolitan area in which a Dayton's
store is located so as to provide a wide range of retail and related consumer services
except during the Mall Renovation; and (iii) furnish or cause to be famished to the MC
Facilities adequate steam, chilled wata, domestic water, water for fire protection and
electricity, in accordance with and subject to the terms and conditions of Article XL
hereof- In the event of condemnation and/or damage or destruction from fire or any
casualty as provided in Articles XVI and XV1I of this agreement, wherein restoration is
required, (Developer] agrees that such restoration shall be done in a manner (in the event
of condemnation, to the extent reasonably feasible) to provide tenant spaces equally
distributed throughout the restored Shopping Center so as to avoid "clustering" of
rentable Gross Floor Area in a single section of the restored Shopping Center.
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01/14/00 FRI 16:45 FAX 505 6629616 - TALISMAN COMPANIES LLC Q060
RESOLUTION NO. 00-21 - Exhibit A
15.4. parking Ratio. Section VII (C) of Operating Agreement sh211 provide for
parldng ratio of 4.5 throughout the Entire Premises (including all outparcels).
15.5. )Uvht to Take Over, Dayton's and the operator of the parcel of land
currently occupied by Mervyn's shall be granted a right of take-over as is provided for in Section
12 of this Separate Agreement.
15.6 Conversian Rights. Dayton's shall be afforded the right to convert its
retail format after the Operating period, expand the DDC building to the Permissible Building
Area shown on the Site Plan and remodel or reconstruct the DDC Building to accommodate such
conversion and to reconfigure the DDC Parking Area as contemplated by Section 10.
16. A rma fioiof Qpera in memen an Surmler~enta_l. Except as provided
herein, the terms and provisions of the Operating Agreement and the Supplemental shall remain
in full force and effect.
17. 13gdces. Any notice required or permitted to be given with respect to this
Agreement shall be given in the manner provided in the Operating Agreement and sent to the
addresses of Developer and Dayton's as set forth therein or-as provided by written notice sent by
the parties.
18. Assignment. This Agreement is not assignable by either party other than incident
to an assignment of either party's interests under the Operating A.greement. This Agreement
inures to the benefit of Developer and Dayton's acid their respective successors as the owners of
the Developer parcel and the DDC Site, respectively.
19. ov i aw_. This Agreement shall be governed by and construed in
accordance with the laws ofy or applicable to, the State of Minnesota.
19.1: jnda Excul an tion. If Developer's first mortgage lender succeeds to
Developer's interest in the Shopping Center, Dayton's agrees to look solely-to the interest in the
Shopping Center of such lender for recovery of damages for the breach of Developer's
obligations under Section 2 to spend $55,004,000 as Mall Renovation.
vHC: 28467 v9 19
01114 ~ T ~8j 9 5N C"-L 16629616 TALI SMAN COMPANIES LLC Exhibit A X 061
20. Cross-Default and Contemporaneous Signatures. Dayton's shall not execute and
deliver this Agreement unless Developer executes and delivers to Dayton's a Separate
Agreement relating to the Mervyn's store and land located within the Shopping Center. So long
as Mervyn's and the DDC Site are owned by, related or the same entities, any default by
Developer under the Mervyn's Separate Agreement to Operating Agreement dated on the date
hereof between the parties hereto skull be a default of Developer under this Agreement.
IN WITNESS WHEREOF, the parties have executed this Separate Agreement to be
effective as of the day and year first above written.
TALISMAN BROOKDALE, LLC,
a Delaware limited liability company
1
DAYTON J#JDSON CORPORATION,
d/b/a Dayton's
By: _
~d J. Blenr~an
J400dted Signatory
neap. eQeea..s
nn
01/14/00 FRI 16:46 FAX 305 6629616 - TALISMAN COMPANIES LLC Q062
_ RESOLUTION NO. 00-21 - Exhibit A
Srwkdale
FIRST AMENDMENT TO
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING AGREEMENT
BROOKDALE CENTER
01AM000
THIS FIRST AMENDMENT is made as f January , 2000 between TALISMAN
BROOKDALE, LLC, a Delaware limited liability company ("Developer"), and DAYTON
HUDSON CORPORATION, d/b/a Dayton's, a Minnesota corporation ("Dayton's").
RECrf:-I.S:
A. Developer and Dayton's entered into Dayton's Second Separate Agreement to
Operating Agreement dated-August 31, 1999 (the `Agreement').
B. Under the terms of the Agreem~nt, Developer was to have provided design
development drawings and plans for the Mall Renovation by November 29, 1999; the parties
were to have reached mutual agreement on the Fair Market Value of the DDC Building by
October 30, 1999; and Developer was to have submitted a letter of credit or cash for the balance
of the Contribution by December 1, 1999.
C. None of these events have taken place and the- parties have agreed to certain
extensions as provided herein:
NOW, THEREFORE, in consideration o' the mutual covenants, terms and conditions
contained herein and for other good and valuably~ consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby, agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.
2. Extension for Submission of Mall Renovation Plans and Mall Renovation.
Notwithstanding Section 2 of the Agreement, (i i Developer shall have until May 1, 2000, to
submit to Dayton's the proposed design dev -lopment drawings and plans for the Mall
Renovation; and (ii) Developer shall have un I November 1, 2001 to complete the Mall
Renovation within the Dayton's wing and the ce er court of the Enclosed Mall, subject to force
majeure. In confirmation of the Agreement, if Developer fails to timely complete the Mall
Renovation by this required date, Dayton's shall have no further obligations under Section 15.2
of this Agreement.
3. Extension for Pavment of Contrioution. Notwithstanding- Section 3(B) of the
Agreement, Developer shall have until March 1, 2000, to comply with its obligations under
Section 3(B) of the Agreement. In confrrination of the Agreement, the parties acknowledge that
if Developer fails to comply with its obligations o or before March 1, 2000, Dayton's may, at its
option, terminate the Agreement and thereafter n tither party shall have any liability to the other
1
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01/1W90RftfM1q8kX060J16629616 - TALISMAN COMPANIES LLC ExhibitA
under the terms of the Agreement. Notwithstanding such termination, all of the payments made
and concessions accrued as of the date of termination shall not be refundable.
_.4. Extension for Remodel. Notwithstanding Section 4 of the Agreement,-Dayton's
shall exercise reasonable efforts to t;omplete the DDC Building Renovation subject to force
majeure, on or before June 1, 2002.
5. Definition of FMV. For purposes of Section 9, the parties agree that the "Fair
Market Value" of the Dayton's Property at the-time of execution of the Agreement excluding any
contribution by the remodel of the DDC Building is Dollars
(S 1. 1
5. Confidentialitv. The parties agree not to disclose the financial terms of this
Agreement except as agreed to by the parties or when required by any law or any governmental
regulation or order.
0063
7. Affirmation. of Ae reement Except as modified herein, the terms and conditions
of the Agreement shall remain in full force and effect.
Dated the day and year first stated above:
TALISMAN BROOKI)ALE, LLC,
a;Delaware limited liability company
Its: _
DAYTON HUDSON CORPORATION,
dth/ki Dayton's
By.
Its:
1
nur•,%on i i ,n
f
.
1
.
'
i
4
RESOLUTION NO. 00-21 Exhibit B
EVALUATION OF PROPOSED BROOKDALE BUSINESS SUBSIDY
A. MANJ)ATORY CRITERIA
All Projects must comply with the following criteria:
1. But For Test. There is a substantial likelihood that the Project would not go forward
without the Business Subsidy. This criterion may be met based solely on representations of the
recipient of the Business Subsidy.
The Recipient has represented that the project cannot go forward without the proposed
use of tax increment financing on a pay as you go basis.
2. Wage Policv. If the Project results in an obligation to create new jobs pursuant to a
subsidy agreement, the wage for each part-time and full-time job required to be created pursuant
to the subsidy agreement shall, within two years of the benefit date, pay at least $7.00 per hour.
The Redevelopment Agreement requires the creation of at least 93 jobs paying at least
$7.00 per hour.
3. Feasibility. The recipient must demonstrate to the satisfaction of the City that the Project
has been adequately financed and either has been or will be completed in a timely fashion.
Recipient has provided a loan commitment and the Redevelopment Agreement requires
completion of the project in a timely fashion. Also, no payments will be made unless the
recipient has performed under the terms of the Redevelopment Agreement.
4. Comnlaance with Act. The Business Subsidy must satisfy all requirements of the Act.
The Redevelopment Agreement requires full compliance with the requirements of the
Business Subsidy Act.
B. EVALUATIVE CRITERIA
The following criteria recognize that the award of a Business Subsidy may serve a variety of public
purposes of varying importance depending upon the specific Project facilitated by the Business
Subsidy. The degree of importance to be attached to various public purposes which may be served
by a particular Project must therefore involve the exercise of sound judgment after weighing all
relevant criteria. Not all evaluative criteria will be applicable to all projects.
In any event, the City may disregard any evaluative criterion it determines to be either irrelevant
or unimportant in the case of the particular project, as permitted by the Act.
RESOLUTION NO. 00-21
The evaluative criteria are as follows:
the first full year of operation.
Exhibit B
1. Jobs. The number of full-time equivalent jobs to be created or retained by the proposed
Project for a period of at least two years from the estimated benefit date.
The project will create at least 93 new jobs and will retain a significant number of jobs.
2. Tax Base. The net increase in property taxes estimated to be generated by the Project in
The captured tax increment is anticipated to be $1,071, 000 in the first full year of
valuation.
1
3. Services to the Comm. Whether the Project will provide services or facilities needed
in the community. For example, the Project may provide needed health care services, commercial
facilities, or other services or facilities needed in the community.
Brookdale serves as the retail center of Brooklyn Center and its vitality is crucial to the
economic vitality of the commercial areas around Brookdale.
4. Bighted Pronertv. Whether the Project is located on property which is, or is likely to
become blighted, and is not likely to be developed or redeveloped because of the blight or other
adverse conditions.
If the property is not redeveloped it has the strong potential to become blighted, with a
drastic negative impact on the City's tax base.
5. Design and/or Other Amenitv Concessions. Whether, as a result of the Business Subsidy,
the Project will include design and/or amenity features not otherwise required by law.
This criteria is not applicable to this project.
6. Comnatibilitv. Whether the Project is compatible with the comprehensive plan.
The project is compatible with the Comprehensive Plan.
RESOLUTION NO. 00-21 Exhibit B
7. Utilization of Existing Infrastructure Investment. Whether and to what extent the Project
will utilize existing public infrastructure capacity or will require additional publicly funded
infrastructure.
The project will use existing infrastructure capacity. The City, with a grant from the
State Legislature, previously constructed storm water system improvements to treat the
storm water run-off from the project.
8. Leveraued Public Funds. The ratio of private funds which will be applied towards the
capital cost of the project compared to the Business Subsidy.
$2.9 Million Tax Increment Financing Note will be leveraged in a Redevelopment Project
which includes in the recipient's redevelopment budget. $11.7 Million Department Store
Contributions, $7 Million tenant improvements, and at least $21 Million in mall
improvements).
1
9. Other Factors. Depending on the nature of the Project, such other factors as the City may
deem relevant in evaluating the Project and the Business Subsidy proposed for it.
The redevelopment of Brookdale has been a community priority for a number of years.
The redevelopment of Brookdale is essential for the maintenance of the City's tax base
and regional commercial base.