HomeMy WebLinkAbout2000-005 EDAR1
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Commissioner Kay Lasman
moved its adoption:
January 24, 2000
EDA RESOLUTION NO. 00_05
introduced the following resolution and
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 reviewed the proposed
redevelopment agreement on the basis of the City's Business Subsidy Policy and determined that
the proposed business subsidy met the mandatory criteria of that policy and was evaluated under
the evaluative criteria of that policy; 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 Economic Development
Authority in and for the City of Brooklyn Center, Minnesota, that the President and Executive
Director be and hereby are authorized to execute the redevelopment agreement as set forth in
Exhibit A, subject to such corrections or additions to the exhibits or agreement as may be
necessary to finalize the document as are deemed appropriate and suitable by the City Manager
and the law firm of Briggs and Morgan acting as bond counsel to the Economic Development
Authority, provided such terms and conditions do not impact or affect the general terms and
conditions but are merely corrections or additions to more clearly state the obligations and
descriptions as set forth in the exhibits to the redevelopment agreement or minor, technical, or
clerical changes to the redevelopment agreement itself.
Date P sident
The motion for the adoption of the foregoing resolution was duly seconded by commissioner
Ed Nelson
and upon vote being taken thereon, the following voted in favor thereof:
Myrna Kragness, Debra Hilstrom, Kay Lasman, Ed Nelson.,: and Robert Peppe;
and the following voted against the same: none;
whereupon said resolution was declared duly passed and adopted.
RESOLUTION NO. 00 -05
This document drafted by:
BRIGGS AND MORGAN (MMD)
Professional Association
2200 West First National Bank
Building
St. Paul, Minnesota 55101
988288.6
DEVELOPMENT AGREEMENT
BY AND BETWEEN
BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY
AND
TALISMAN BROOKDALE, LLC
Exhibit A
RESOLUTION NO. 00 -05
Page
RECITALS 1
ARTICLE I DEFINITIONS
ARTICLE II REPRESENTATIONS AND WARRANTIES 5
Section 2.1. Representations and Warranties of the
Authority 5
Section 2.2. Representations and Warranties of the
Developer 5
ARTICLE III
Section
Section
Section
988288.6
Section 1.1. Definitions
Section
Section
TABLE OF CONTENTS
Exhibit A
2
2
CONSTRUCTION OF MINIMUM IMPROVEMENTS 8
3.1. Construction of Minimum Improvements 8
3.2. Construction Plans 8
3.3. Commencement and Completion of
Construction 9
3 4 Certificate of Completion 9
3.5. Daytons Minimum Improvement 10
ARTICLE IV ASSESSMENT 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 EVENTS OF DEFAULT 22
Section 8.1. Events of Default Defined 22
Section 8.2. Remedies on Default 23
Section 8.3. No Remedy Exclusive 24
Section 8.4.. No Implied Waiver 24
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RESOLUTION NO. 00 -05
Section 8.5. Agreement to Pay Attorney's Fees and
Expenses 24
Section 8.6. 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
Legal Description of Tax Increment Financing
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
988288.6
District No. 03 A -1
Legal Description of Development Property'. B -1
Description of Eligible Improvements C -1
Description of Minimum Improvements D -1
Description of Daytons Minimum Improvements E -1
List of Eligible Tenants
Certificate of Completion
Assessment Agreement
Form of Tax Increment Note
Legal Description of Adjacent Development
Property J -1
Daytons Lease K -1
Exhibit A
F -1
G -1
H -1
01/14/00 FRI 16:25 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
DEVELOPMENT AGREEMENT
Exhibit A
THIS AGREEMENT, made as of the day of
2000, by and between the Brooklyn Center Economic Development
Authority, Minnesota (the "Authority a body corporate and
politic organized and existing under the laws of the State of
Minnesota and Talisman Brookdale, LLC, a "Dra,,2 .cJAzf limited
liability company (the "Developer
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, and has adopted a tax increment financing
plan therefor (the "Tax Increment Plan which provides for the
use of tax increment financing in connection with 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:
988209.6
WITNESSETH:
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RESOLUTION NO. 00=05
988288.6
ARTICLE I
DEFINITIONS
Exhibit A
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 Develop Pr 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;
Assessor's Minimum Marke 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 Center Economic Development
Authority;
C'ert ficate of ComA etion 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;
City 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;
Daytons M'n;mum Improvements means the remodeling of the
existing Dayton's located on the Adjacent Development Property as
more particularly described on Exhibit E attached hereto;
01/14/00 FRI 16:26 PAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
Developer, means Talisman Brookdale, LLC, a Flo rt i D Pr
limited liability company, its successors and assigns;
Development Property means the land legally described on
Exhibit B attached hereto;
Eligible Improvements 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;
Bligible Tenants 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 e£ault means any of the events described in
Section 8.1;
Final Payment ate means the
principal and accrued interest is
days after the City receives from
installment of property taxes for
OAi17 AC C
Exhibit A
earlier of (a) the date all
paid on the Note, or (b) 45
the County the second
the taxes payable year 2007;
Minimum Improvements 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 Paym pt Date 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;
Project 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 Increment Act means Minnesota Statutes, Sections 469.174
through 469.179, as amended;
Tax Increment_Distiat means Tax Increment Financing
District No. 03 legally described in Exhibit A attached hereto
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RESOLUTION NO. 00 -05
988288.6
Exhibit A
and qualified as a redevelopment district under the Tax Increment
Act;
?'ax In _re*nent F n c; ng Plan means the plan approved for the
Tax Increment District;
Tax Increment Note or Note 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;
Unavoidable Delays means delays, outside the control of the
party claiming its occurrence, which are the direct result of
strikes, other labor troubles, unusually severe or prolonged bad
weather, acts of God, fire or other casualty to the Project,
litigation commenced by third parties which, by injunction or
other similar judicial action or by the exercise of reasonable
discretion, directly results in delays, or acts of any federal,
state or local governmental unit (other than the Authority or the
City) which directly result in delays.
01/14/00. FRI 16:26 FAX 305 6629616
RESOLUTION NO. 00 05
TALISMAN COMPANIES LLC
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Exhibit A
Section 2.1. Representation and Warranties of the
Authority. 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 Warranties of the
Developer. 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 /�^tL.oieiv 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 Improvements
contemplated in the Construction Plans approved by the City.
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RESOLUTION NO. 00 -05
988288.6
(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.
RESOLUTION NO. 00 -05 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
costs of construction of the Minimum Improvements,
payments to the owners of the Anchor Tenants 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
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RESOLUTION NO. 00 -05
988288.6
ARTICLE III
Exhibit A
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section 3.1. Construction of Minimum Improvements. 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
RESOLUTION NO. 00 -05 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 Completion. 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
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RESOLUTION NO. 00 -05
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 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. Daytons Minimum Improvement. 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 the 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
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Exhibit A
RESOLUTION NO. 00 -05 Exhibit A
ASSESSMENT AGREEMENT
Section 4.1. Rxecution 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
$45,000,000 (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
Minnesota 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 Minnesota Statutes,
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. Real 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
ARTICLE IV
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RESOLUTION NO. 00 -05
written consent of the Authority and pursuant to the provisions
of this Agreement.
Date:
Exhibit A
988288.6
(2) The Developer agrees that prior to the Termination
(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.
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RESOLUTION NO. 00 -05 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 8.00% per annum.
988288.6
ARTICLE V
DAMAGE, DESTRUCTION OR CONDEMNATION
13
RESOLUTION NO. 00 -05
ARTICLE VI
TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY
Exhibit A
Section 6.1. Preconditions to Issuance of Tax Increment
Note. 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 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;
988288.6
(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, $ear'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;
14
RESOLUTION NO. 00 -05
988288.6
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. Tax Increment Revenue Note.
(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 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.
15
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RESOLUTION NO. 00 -05
(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. Use of Tax Increments. 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 6.4. Business Subsidy 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 305 6629616
RESOLUTION NO. 00 -05
TALISMAN COMPANIES LLC
replace structurally substandard buildings. The Developer agrees
that it will meet the following goals (the "Goals"): It will
create at least .93full time jobs in connection with the
development of the Development Property at an hourly wage of at
least /,0V 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. kayments to Aut ority. 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 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
Zoos
1
1
1
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1
RESOLUTION NO. 00 -05
or take any other action that would reduce the likelihood of such
percentage rents being paid to the Developer.
Section 6.6. Tax Deferrals or 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'
Exhibit A
RESOLUTION NO. 00 -05
988288.6
ARTICLE VII
19
Exhibit A
PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; INDEMNIFICATION
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. Prohibition 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:
(i) 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.
1
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RESOLUTION NO. 00 -05
(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. Approvals. 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
988288.6
(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.
20
RESOLUTION NO. 00 -05
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 of
this Agreement, will be materially impaired by the action for
which approval is sought.
988288.6
21
Exhibit A
RESOLUTION NO. 00 -05
Section 8.1. events of Default Defined. The following
shall be "Events of Default" under this Agreement and the term
"Event of Default" shall mean whenever it is used in this
Agreement any one or more of the following events:
(a) Failure by the Developer to timely pay any Ad
valorem 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 agreementon 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 States 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
988288.6
ARTICLE VIII
EVENTS OF DEFAULT
22
Exhibit A
RESOLUTION NO. 00 -05
988288.6
(i) An Anchor
Property and is not
recognized retailer
months;
(j) More than
leased or otherwise
an Eligible Tenant;
23
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 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;
Tenant vacates the Adjacent Development
replaced by .another nationally
acceptable to the Authority within 12
15% of the Development Property is
occupied by any businesses which is not
(k) any part of the Development Property is leased
violation of the covenant in Section 2.2, clause (14)
hereof;
in
Section 8.2. Remedies on Default. 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) 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.
1
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RESOLUTION NO. 00 -05
Section 8.6. Indemnification of Authority and City.
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. No Implied Waiver. In the event any agreement
contained in this Agreement should•be breached by any party and
thereafter waived by any other party, such waiver shall be
limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent
breach hereunder.
Section 8.5. Agreement to Pay Attorney's Fees and Expenses.
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, 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.
(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 purposes of 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 -05
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.
988288.6
25
Exhibit A
1
1
RESOLUTION NO. 00 -05 Exhibit A
988288.6
ARTICLE IX
ADDITIONAL PROVISIONS
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 Interest. 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 or breach 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
26
RESOLUTION NO. 00 -05 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 Governing. This Agreement will be
governed and construed in accordance with the laws of the State.
Section 9.7. Expiration. This Agreement shall expire on
the Termination Date unless earlier terminated or rescinded in
accordance with its terms.
Section 9.8. Provisions Surviving Rescission or Expiration.
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.
988288.6
27
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RESOLUTION NO. 00 -05 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.
988288.6
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
By
Its President
28
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
RESOLUTION NO. 00 -05
988288.6
TALISMAN BROOKDALE, LLC
By
Its general partner
By
Its
29
Exhibit A
This is a signature page to the Development Agreement dated
2000, by and between the Brooklyn Center
Economic Development Authority and Talisman Brookdale, LLC
1
RESOLUTION NO. 00 -05 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.
988288.6
Notary Public
30
RESOLUTION NO 00 -05 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.
988288.6
Notary Public
31
RESOLUTION NO. 00 -05 Exhibit A
EXHIBIT A
Legal Description of Tax Increment Financing District No. 03
988288.6
A -1
RESOLUTION NO. 00 -05
988288.6
EXHIBIT B
Legal Description of Development Property
[Insert legal description of the Center Mall Property]
B -1
Exhibit A
01/14/00 PRI 16:30 FAX 305 6620616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
EXHIBIT C
DESCRIPTION OF ELIGIBLE IMPROVEMENTS
Offsite:
Install a new traffic signal system at the 56ei avenue entrance to the site.
Site Building Demolition:
The existing J.0 PENNY automotive center building will be demolished.
The existing west area retail building north of SEARS will be demolished so that the area 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
skYli8hts.
Demolition of existing asphah parldng lot pavetnerd area to accommodate the new west end expansion
along with the associated earthwork to accommodate the new expansion grades.
Removal of the asbestos containing materials from the tenant spaces and the common areas.
Exhibit A
Doc B26
The following are improvements scheduled to be included in the redevelopment of the Brookdale Center
project that would not be normally be anticipated as part of the renovation project.
Acquisitions:
Purchase of Tract C from Mervyns of California for the additional land required to construct the west new
addition.
Purchase of Tract D from Mervyn of California for the additional land required to construct the 10,000 SF
retail space on Center on Tract D.
Purchase of the J.C.PENNY budding to allow for the demolition of the TBAbuilding and to control the
building use for the future.
Utilities
Removal of the existing utilities around the west end and the new North side entrance to accommodate the
center expansion and to replace older services in these areas.
Intercept the existing stony sewer lines that currently discharge directly into Shingle Creek and reroute the
lines with new piping and structures to direct the North side storm water through existing watershed onsite
manhole to the new water purification system across Route 100.
Building Life Safety Systems
Design and install a complete addressable fire ahem system that will include the individual tenant spaces.
Design and install a complete system for smoke evacuation system for the mail common areas and
provisions for the exhaust and supply are for the small retail tenant spaces.
J 019
RESOLUTION NO. 00 -05
988288.6
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:
D -1
Exhibit A
01/14/00 FRI 16:31 PAX 305 6629616
USOLUTION NO. 00 -05
Doc.B26
TALISMAN COMPANIES LLC
MINT D
DESCRIPTION OF MINThIUM IlKPROVEMENTS
Exhibit A
021
outparceltapproved througlrthe PUD proces7
Existing Center Common Mall Arias:
East Mall:
Demolition of the existing ceiling system
Install new skylight system.
Install new bard ceiling and Lighting system
Install new column enclosures and tile finishes.
Install new tenant demising piers.
Install new bard floor tile and base
Fmish paint or install wall covering new drywall surfaces.
Revise existing heating and cooling system to new ce'il'ing configuration.
Install new designed kiosks
Install fountain feature
Install interior landscaping
Arcade Mervyn Pennys) Mal:
Demolition of the existing ceiling system
Install new skylight system.
install new hard ceiling and lighting system
Instal new column enclosures and tile finishes.
Install new tenant demising piers.
Install new hard floor tile and base
Finish paint or install wall covering new drywall surfaces.
Revise existing heating and cooling system to new ceiling configuration.
Install new designed kiosks
Install fountain feature
Install interior landscaping
Central Mall:
Demolition of the existing ceiling system
Install new skylight system.
Install new hard ceiling and lighting system
Install new cohu enclosures and tile finishes.
Install new tenant demising piers.
Install new hard floor tile and base
Finish paint or install wall covering new drywall surfaces.
Revise existing heating and cooling system to new ceiling configuration.
New Construction:
North Side Entrance (adjacent to Daytons)
Demolition of existing mall entrance
Install new structural steel framing for addition.
Install new metal roof deck.
Install new roofing system
Install new entrance facade feature materials.
01/14/00 FRI 16:31 FAX 305 6629616 TALISMAN COMPANIES LLC
,RESOLUTION NO. 00 -05
Install new entrance doors.
Install new Brookdale exterior sigoage.
Install new common area hard and acoustical ceiling systems
Install new lighting and cove lighting systems.
install new HVAC systems for the added areas.
Install new wall finishes of drywall and finish paint.
Install new tenant neutral piers.
Install new hard tile flooring and base.
Install interior landscaping
South Side Entrance (adjacem to Dayton)
Demolition of existing mall entrance
Install new structural steel framing for add ltion.
Install new metal roof deck
Install new roofing system
Install new entrance facade feature materials.
Install new entrance doors.
Install new Brookdale exterior signage.
Install new common area bard and acoustical ceiling systems
Install new lighting and cove lighting systems.
Install new HVAC systems for the added areas.
Install new wall finishes of drywall and finish paint.
Install new tenant neutral piers.
Install new hard tile flooring and base.
Lutall interior landscaping
West End Addition North of SEARS)
Demolition of existing mail entrance
Install new structural steel framing for addition.
Install new metal roof deck.
Install new roofing system
Install new entrance facade feature materials.
Install new entrance doors.
Install new Brookdale exterior signage.
Install new common area hard and acoustical ceiling systems
Install new lighting and cove lighting systems.
Install new IIVAC systems for the added areas.
Install new wall finishes of drywall and finish paint.
Install new tenant neutral piers.
Install new hard tile flooring and base.
Install new designed kiosks
Install fountain feature
Install interior landscaping
Construct food court tenant spaces
Constrict a food court with interior special finishes
Furnish the food court with necessary tables and chairs.
li 022
RESOLUTION NO. 00 -05
EXHIBIT E
Exhibit A
Description of Daytons Minimum Improvements
Remodeling of the Existing Daytona 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 6629616
RESOLUTION NO. 00 -05
TALISMAN COMPANIES LLC 01024
Exhibit A
EXHIBIT E
DESCRIPTION OF DAYTONS MINIMUM IIVIPROVEMENTS
Doc.826
The following are the minimum improvements that are expected to be performed by Daytona in their
remodeling of the store. The Daytons intent is to redesign the entire store for the re- merchandising and
reconfiguration of their store in order to update the store to the Dayton current standards.
New ceiling layouts and materials
New ceiling lighting layout.
New or refurbished light fixtures to conform to the new ceiling design.
New drywall partitions and ceilings to the new design.
New acoustical ceiling systems and the to the new design.
Painting and wall covering of walls and columns 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.
Install new cabinets and factures to the new store design.
Revise the HVAC system to suit the new ceiling and wall configuration.
Revise the building to comply with the current code requirements as applied to the work required by the re-
modeling of the store.
1
RESOLUTION NO. 00 -05 Exhibit A
AMENDED EXHIBIT F
Marmaxx
TJMax
Marshall's
Designer Shoe Warehouse).
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 pad sites (not eligible within the mall
itself:
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 8.1(j) from 85 to 80% as the
requirement for occupancy by eligible tenants.
r rau r r 1'I4.0..•.••• vsvw w•
RESOLUTION NO. 00 -05
Company /Operadna Names
A. Snike Company trd.
(Division *Madame Group)
Sena
Abercrombie Pitch, Ina.
Abut:amnia rads
sbcsasosnbia
Ate: thoughts
(Division cf VuatocGrasp, be.)
Alfred Dunhill
(Division of Dmddtl Holdings)
Ars Perm Toys
American Eagle Outfitters
crsvisaa ot$cbouaa<tin Snores Cap.)
Ameritech Cellular Services
Anderson* Formal Wear
Andre Boudin Bakeries, Ira.
AnnTaylor, Inc..
A nTavlor
Applebeets International, inc.
Apptebad's Neighborhood Cal aar
Rio Savo Cantina
Aropi, Inc.
(Division anima Real Holding Inc.)
Ro1Gaa Pia Doha Enmorium
Ashley Stewart Limited
(Division of Udum Bande,kc.)
Ashby Sanwa Woman
Body A Sou
Sands
Associated Hosts, Inc.
(Division of TIM (USA),Int)
Bombay Bicycle dub
Mists Mace
&flyleaf inn
Wild Ca Hawing Company
Athletic Shoe Marlon
Au Bon Pain Corporation
An Boa Pais
Claiees
Amelio'sPiva, Inc.
Austad's
Autheadc Fitness Speedo
X Will locate is a residual melt.
RETAIL TENANT SELECTION LIST
Regional
MaU
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Y
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X id'sapparol, vroms*'s sppaul, moth append
X
X
Accoaodaloamaa jawaby
Arc aodercoaemJawalry ,matsappad fa�
,siewehylwa a.
loadadhu
Tara Toys
lads app nd.namesapparel
Conga phone services
BalaWanutwear
Bilo itabaldtlefldxls
Wawa'sappasl
Reassantslass
Womeds apparel
Page l
Rosaasrastssa
Raul Classification
Exhibit A
Adayiblebenwsro, lausev nwanall voltam
Shoes. snoodslafidelis wear
8aionies/Ingssrproaeir, fast 64 aratt aaeslbars
lostaunnanters
Dolt
Swam appervi
rrWPt 1 rw•
1
1
1
RESOLUTION NO 00 -05 Exhibit A
Aveda Corporation X CaaaetlealbodY c
The /Veda 1:avian Lltanyles Stage X
Babbages, Etc. X Conautirdsollwae, sloeaonie s
Babbages X
Game Stop X
Pleats X X
Software, Etc. X
Baby News Children's Department Store X Au1dSs spores. tUrniummibetimoystamestvidoo pram
Bachman's X FIowa`
Bachrach Clothing, Inc. X Mec's apparel
Back Bay Restaurant Grasp X Basananalbas
Abo Lades X
Cbvby't Eating Uniting Saloon X
Famous Atlantic Fish X
LC. liuiay's X
Ws American Bar &tmU X
Papa Real X
Bally Retail, Inc. X i
(Division ctaslly. Inc.) x
Barami Enterprises X Aceessones► e1 y, ms's apparel
Batumi X
Barceltno Continental Corporation X 1 Cn tiw01pea 's 'PP
Barnes Noble, Inc. X Book awes
B. Dalton X
Boma &Noble X
ink X
Baskin Robbins USA, Co. X Candy/ ice arantiyogurt
(Division ofA1ned Domed Raveling USA) X
Bath Body Works X cosinededbodireueNowanees
(Division ofIntimam Bands, Inc.) X
BC Clothing Co. X wommiasppard
Cotton bland X
Sbarkys X
Bed Bath Beyond, Inc. X Bed bash lamas. borne dowrflampc/drapes, enderjAcitehonware
Boa Bads Beyond X
Chef Central X
Ben Terry's homemade, Inc. X Candolnee c
Benohwarmer Bob's Xa`'a"
Benetton Services Coip. X Childs a/mm'r1wa sera's apparel
(Division otBenotton envoi%S.I.A) X
Unkod Colours ofRamon X
Benihana, Inc. X Resostastwans
Benham X
Sushi Dorsky X
X
Bentleys Luggage Corp. X Ladsedlaggege
Besnly's Luggage Gib X
Brandy's Luggage Outlet X
Boa Vo c Lug Agc &Gifts X
R[pling X
Bernini, Inc. X AevessoTheroestume women's/men's apparel, shoos
8cmini X
laernini Sports X
Burton's X
ric -atuo 1A1 ter
RESOLUTION NO. 00 -05
Moracnti X
Machin. X
Shaun Stria X
Busby Kntthers X Meds appuat
Bigsb dt Kntther$ X
X Fast food
X
X
Blockbuster Entertainment Group X video renalisalae
(Division ofVtaoom Iran X
Blockbuster Video X
Nickelodeon X
X Fast food
X "Win locate in a regional mall.
Biootnutgdale"s X stow
(Division ofFedastod Department Stores, 6w.) X
Bobby Rubino's Place for Ribs X Restatuantsibant
Bobby Rubino'a BBQ F*pres* X
Bobby ttabiao's Plea for Ribs X
Books A- Million, Inc. X
Booklaad X
Books Co. X'
Books I. Minion X
Joe Mums Nowstand X
Borders Group, Inc. X coma baripwcs baec, book stores. edennuWape$
Borders X
Waldenbooks X
BoRics Haircarc X Beauty sdadbarbas
BoRtas Hiatrcats- X
Cats Ddvxo X
Braude Jewelry Corp. X Fos Joalry/wateltes
Ammons Diamond Cantos X
Page Jewelers X
Braun's Fashions Corporation X Wcmea's apparel
Brans X
C>ciaopker X
Brinker International X Res
Big Bowl X
Chits GM &Ba X
Oars Too X
Coma Bakay X
Cozyraels X
a►tZis X
Manisa 's Little way X
Oa The Border Cafe X
RonanOs Macaroni GM X
Wildfire X
Britches of Georgetown X _Apia
Broadway Stadons Restaurants Inc. Restaurant/bars
Broadway Piste
Broadway Samoa
Brodkey Jewelers Inc. X rata Jewaleylwatchas
Exhibit A
FROM McComb Group, Ltd.
RESOLUTION NO. 00 -05
1
Brooks Brothers
(Division of Marks Spencer plc)
Brooks Brother
Brown's Shoe Fit Co., Inc.
Brueggeis Corporation
Brown Basal Brkery
Sues di Beppo, Inc.
B nterfietds Development, Inc.
Cache, Inc.
Cache
Lillie Rubin
Cacique
Caffe Classico Foods
Cat& Classico
Gelato Classico
California Cafe Restaurant Corp.
Alcamo Brewing
Biaokhawk Grille
Care Del Rey
California Cafe Bar Grip
Napa Vatky Grate
California Pizza Kitchen
(Division otBtackma na, Rosser. Sharps Co., Inc.)
CPK ASAP
California Pima Kitchen
Camelot Music Holdings Inc.
(Division of laveuoorp)
Camelot Maio
Spa's Masse
Wall Music
Candleman Corp.
Candy &press Franchising Inc.
Caribou Coffee Company, Inc.
Cannike Cinemas
tannins
Hollywood connection
Wynnsone
Carson Pine Scott Co.
(Division of Saks Inoorpoeatod
Serpa s
Boston Store Purniwre Gallery
Boston Stores
Carson Furniture Galley
Carson Mc Scott
Cartoon CM, L.P.
Cashmere Houso
TSE
Casual Corner Group, Inc.
X Will locate in a regional mall.
1 NE NO. 6123385572
X Cta'idreedmanctwoman'c apparel
X
X
X
X.
X
Shoes
Bakaknibageb/prornela
Rastauranothant
R
X Walnuts
X
x
X
X Bakeriaibaselsipt+etsels
x
X
X Restatuantsibors
x
X
X
X
X
X Resnmantabas
X
X
X
X CDchnraiettapes
X
X
X
X
X Candles
X Candy/Inaaeaw/yogurt
X CAN bars/pies bars
X Movie theaters
X
X
x
X Plunituraboar. depantnent atom
X
X
Jan. 19 2000 9: 42A M PS
Exhibit A
X
x
X
x
X Beauty salonslbarba$
X Cbiktrentfineristvtamen's apparel. home deorAsmprldapes
X
X Wanes WPM
FROM McComb Group, Ltd.
RESOLUTION NO. 00 -05
(Division of La Loons do Finanzisds
Auk Mu Woman
Casual Corner
Casual career woman
Petite Sophisticate
Central South Music Sales, Inc.
Music 4 tea
Sound Shop
Central States Theater Corp.
Cbampps Entertainment, Inc.
(Division of tJmique Casual Restaurants)
Champs Antedcans
Charley's Steakery
(Division of Gosh Enternisa Inc.)
Chevy's Mexican Restaurants
(Division of7 W. Childs Equity Partners)
Chevy's Fresh Men
Faun
WrepWorks
Chico's FAS, Inc.
Chocolate Soup, Inc.
Christian Bernard Stores Corp.
Church's English Shoes, Ltd.
Cinema Grill
Claire's Accessories, Inc.
Accessory place
Claire's Accessories
Den Michelle
The Icing
Toplupi
Coach Stores
Coffee People, Inc.
Coffee People
Coffee Planation
Gloria team's
Cole Vision Corp.
(Division of Cole National Corporation)
Paada Vision
Saes Optical
Colonel Days
Colonel Day's
Conrads, Inc.
Conrad Medanoiselle
Xihte's Mademoiselle
Cooper Co., Inc.
Coopers Watahwoda
Coopers Wachs/odd
Country Visions
Coomry Clutter
Santa's Causer
County Seat Stores, Inc.
X- Will Iona In aregional mall
110. 61 5 rd Jan. iJ eatna t re: 4.31119 rb
COshnusieftspes
Movie tAeatess
Restatnardfbets
Itcsausantsibus
Rostausansibars
Aooaoories/oasaume jewehy, WOMan app.
taaaapparel
Fins Jswdry/wardres
S
Reseioas e, mevi°thsatms
X
X Aecesidaakocncaeiowehr
x
X
X
X
X
X Acocscc ics/oostunwiwwlry. leather luggage
Coffee bardjuicebars
Exhibit A
X OpucaVeyewear
X
X
X
X Wonwr hnen"sapparel
X
X
X women's apparel
X
X
X Finajcvnblarhes
X
X
X C,gleryAtitebenwara, hems decodlamps/drap s, off priedoudst stores,
X seasonal (temp lease)
X
X Womeridaterfs apparel
1
FROM McComb Group, Ltd.
RESOLUTION NO. 00 -05
1
1
County San
The Old Faneus's Alumnae Genotal Sam
Crabtree Evelyn, Ltd. X Cosmodesibody earelbaranees
Crate and Barrel X Chlaatlasseere. aua[ ayndacheawatG home deemilmmeldapa
(Division of Euro Market Designs, bre.) X
Crown Books Corp. X Book
(Division ofRiehfood Holdings, ]ac.) X
Crown Books X
Super Clown Books X
CSC, Inc. X la tbod
Ya Ya's Fume Broiled Chick= X
CurooIndustries, inc. X Beauty adonsibarbera
Freestyle X
GreatExpeaadaa X
HiaraaAas X
Natiae X
DA.C. Optics Corp. X
D'Amico Partners, Inc. S ara
Campkno
D'Atelea &Seas
Meek°Causing
DDAmioo Cobb
Linguini &Bob
Darden Restaurants X Ressamansitas
Bahama Breeze X
Olive Garden X
Red Lobster X
David's Bridal. ,.__Brtdsvrormaiwear
Davlin'a X Home Decor
DB Dahlstrom X Womsi sAptaue]
Deck The Walls X MdeolleedblesKeamca
Ashley Averes Colieedbles X
DcekThe Walls X
The Great Frame Up X
DeaAmerica Coup. X i Fast food, Werautanwilnes
Black-Eyed Pea X
Deeays X
Desmond's Formal Wear X Mods apparel, b rem t wear
DEIardsIna X mores
Discovery Retail X Educational/environmental
(Division of Discovery Cometuakatimm he.) X
Discovery Channel Stem X
The Nature Coro X
Discovery Zone, Inc. X Amasemenupky eeatadlahiid caretodueatan
Diaovay Zone FuaCentas X
Domain, Inc. X ewer behmenum raralturdbeds
Dr. Tavel Optical Group X OPtivaliorwcar
Dr. Tavel One Roar Optical X
Shades X
Vision Values X.
X te Will locate is mead onat anan.
PHi ENO. 6123385572
Jan. 19 2000 09:43RM P7
Exhibit A
FROM McComb Group, Ltd.
RESOLUTION NO. 00 05
Dreams Franchise Corp.
Field of Dreams
Durham's Athleisure Corp.
Eastern Mormsein Sports Spordng goodsfarldetio wear
(Division °Mordent Retail Group, me.)
Eateries, Inc. X Ramuusatsibers
Garela's Modem Restaurant X
Garfield's Raganmt Pub X
Pepperoni GM Indian Bistro X
Eby's Spotting Goods X Spec wear
Eddie Bauer, Inc. X Medal roin&s upparel, home doomflamps/dnpes_
(Division of Spiegel, Inc.) X
A.K.A. Eddto Bauer X
Eddie saner X
Eddie Bauer Homo X
EddicBauor Spotuwear X
Edison Brothers Stores, Tue. X Adentftvomeres apparel, shoos
5.7.P Shops X
X
CODA X
J. X
3W/Je nt West X
Oakum X
REPP Ltd. Big Tall X
shim X
Wild Pair X
Egghead X comp,teretonwm
Eileen Fisher, Inc. X womeers apparel, acomsorieskosumtojoemby
Electronics Boutique Holdings Corp. X Computers/sofwarc
ear X
Stop'N Save Software X
This Pleeuonies Boutique X
Walden Software X
Bmpodum Luggage Co. X Leatherfingpse, writing
Empomam t ugage X
Execadve Emendsh Emends X
Iris Luggage Warehouse X
Endicott Johnson Corp. X Shoes
Father Son Shoes X
Entertainment Meagerness Servicis, Trice X Ame+enerd/play eentendehild an/education
Challenge X
Champions X
Esprit de Corp X woman's apparel
X= Will locate in a regional
PHA N0. 61572
X
X Ankallectibles/ftemes, eanisfmationcry, cetebrhyfsports memorabilia
X $poring pock/athletic wca r
Jan. 1 :44H l-
Exhibit A
=RUM lccomb croup, Lta.
RESOLUTION NO. 00 -05
1
1
1
Esprit de Corp
Estes Card Shops, Ina
Ethan Allan Interiors Inc.
Ethel M. Chocolates, Inc.
Evans, Inc.
Eva's Bridal Fashions
Evanson Card Shops
Everything But Water, Ino.
Express
(Division °C MG Ins.)
Expressly Portraits
Expressly Portraits
Pomo Poem
TheAobate People
F.A.O. Schwarz
(Division of USA)
Famous Barr Company
(Division of May Department Stores Contr y)
Famova -Bart
,fonts Store
LS. Ayers
Fannie May Candies/Fanny Farmer Candies
(Division or Archibald Candy Corp.)
Ramie May
Panay Passer
Fat Tuesday
Pat Tuesday
Ne wOdsms Original Daiquiris
Fiesta Bally Salons, Inc.
First Trading Corp.
Group USA
Elorsheim Group, Inc.
(Division of Apollo Management)
Fbabam Sloe/Thayer McNeil
McNeil
Flowcrama of Mncrica, Inc.
Footstar, Inc.
Pootaeties USA
For Eyes Optical, Inc.
Foreman Clark of IvEnneasota
Xa WM locate is a regional mall.
X
X Cocdslstuionery
X Fursitatelbods
X Candylioo eroanr/y°gwt
X women's apparel furs
X WM/fornml war
X Amemorieskosteme jewelry, swArwear
X Wometts spud
X
X MaseEmshinciportait
X
X
X
X
X
X
X
X TaYtiSamedvideo t
X.
X
X
X
X
X Cotdy/iee mars/yogurt seasonal (temp. lase)
X
X
X
X
X
X
X
X
X Rememenotbas
X
X
X Deasysalons/barba
X ACCtssorkoceolme jewelry, wem 's apparel, shoes
Pletiolmsseries
X Shoes, aprint%poddaddetie weer
X
X OlnielVcywrw'
X Mews apparel
Page E
Exhibit A
h ttlJtrl nct,omu croup, LTA.
RESOLUTION NO. 00 05
Fox Photo,.lnc.
Frcd Moyer Jewelers, Inc.
(Division of Prod Moyer, bre.
BanolayJewelees
FoaCJswelers
Fwd Meyer kwelas
Lltmsm Jewelers
Maki meckweles
Fredericies of Hollywood Stara, Inc.
Friedmods Inc.
Fiiedmm'sJewelers
Reteaey Jewelers
PruLIati Cafe, Inc.
Fuddrucicers,Ino.
givuioa of King Camwn)
Fun Factory, Inc.
Ca:rood Fuk
Fun Factory
Angle Fun
Funco Inc.
Funeoland
Function Junction, Inc
MG Shops, Inc.
GRO
Rave
G.W. Entertainment
LC. Flick'
1,G Flicks Video
Gabberts Furniture Design Studio
Gadzoolts, Inc.
Galyan's Trading Company (pad sic oily)
(Division otThe Limited, Inc.)
Gantos, Inc.
G
Cantos Bookie
Gap,
Baum Republic
asp Body
GspKidalBaby Gap
Old Navy
Garden Botenila
Garden of Eden
Gart Sports Company
Cart Sports
Cart Sportscast's
Sponmatt
X w Will locate in a regional mall.
7
rnuric nu.
DiGJ.nld.0 1 •w
Raelowchylwatebaa
tylestslwomea' =tea
Fine jewehyhwteheC
Bakerieribagslilpiersels
Restatemissbars
/lwmaaaryplay contcts/o3u'Id carets ducatiwt
Toystamesivideo panel
Childerestwortlea'e apparel
C>WmariNnpee, video reran lraics
Exhibit A
Cotnaetiecflbody ears fragrance
Fnagranees. bath is body
Cluldrertstmen•shvomerts tCl,sporting goods/athletic wear
Fu rstbcds
Me aWwomafa apparel
Ciu'>dren'shac n'r/woaran's apparel, eutigylkitchenwate. sheer. spercing
gooddathldie wear
WanesP% apparel, aeeaawriesk osbuner jewrtry
Adidrea'Aracn 'Omen's apparel, shoes, a ibodyemtditagiceee
FROM McComb Group, Ltd.
RESOLUTION NO. 00-05.
1
1
1
Gateway Newstands
(Division of Tobmar Investments lntcreat•►onat, Inc.)
General Amusement Inc.
Nickelodeon
RaPlaY
Suhaa's Castle
Time Square
General Novelty Co., Ltd.
Coach Home Gifts
It's a Small Wodd
Roneestions
General Nutrition Companies, Inc.
Amphora
GNC Live Wedt
Geaaal Nutdilta► Caney (GNC)
Health d; Diet Ccnuo
Nature's Fresh
Jarman
Johnston Murphy
Journeys
Undaaround Stsdon
Georgiou Retail Stores
Gianni Versa=
Gilmore Brothers, Inc.
C.G. a Company, ltd.
Redwood doRoss
The Room
Gingiss Iai'1, Ino.
Glamour Shots
(Division of Candid Color Systems)
Godiva Ch000latier, Inc.
(Division of Campbell Soup Company)
Golf USA, Inc.
Goodrich Quality Theaters, Inc.
(Division of Goodrich Radio sit Theaters, Inc.)
Great Clips, Inc.
Green Management, Inc.
Gteatbesg s Jowelersers
Ground Round Restaurants
(Division of Boston venture Group)
Goad Forks Casual Food do Spirit
Ground Round
Gucci America, Inc.
(Division of Gaud S.Y.A.)
X Witt tome in a regional mall.
PHONE NQ. 6123385572 Jan. 19 2000 09:45HM i'11
Exhibit A
X Newmands
Xc
X ATMISCSIZItl play eentemichildtraedoeation .noncetheaters
X
X
X gsdNSndonery, hone decOdWmpddtaPa. paper/patty goods
X
X
X
X Cosmetioirbody ardkagranocq, nutrition dhops/diet centers
X
X
X
X
X
X orialoosturnalewd% women' sknen 's apparel, oafprim/outletstores,
X Shoa
X
X
X
X
X
X
X
X
X
X
X
X Idea's apparel,bddatlfoemalwear
X PlwwGnidbing/portt"t
X
X bars
X Candyrce oraaIgoSnrt
X
X Sporting goodefathletio War
X Movie theaters
X
X'
.X CwdyikeeramhroS bars/juice bars. fngfueda csrsurarslbsrs
X
X
X
X
X
X
Accessotiedemmme jcwchy, woman's apparel
Mea'a/woment apparel
Mcns/w«nsa's apparel, amessorieskostume jewelry
Bautysalonsibarbem
X Fine Jewehj1wstchcs
X
X —Restaumntsilma
X
X
X
X lestherAugpgc. shoes
X Aeeeseoria/oostutne jewelry. ttxa ditvoma►'a apparel.
rJI rlc* otnn
uroup, t a c t
RESOLUTION NO. 00 -05
Guess? Retail, Inc.
(Division of Gue s?, lac.)
GuetschotThearres, inc.
Guitar Center
Gymborco Corporation
.Hallmark Gold Cmain Stores
(Division of &limark Cards bar..)
Halls of Cards Books, Inc.
Cards &Book Carousel
Maletek'OblI and:
Readers World
Hard Rock Cafe
(Division of Rank Croup PLC)
Harris Originals, Ina
chair kwass
Heel Quad, Inc.
fled Qupct
Heeusew Quill
Hello Shop
Belzberg 's Diamond Shops, Inc.
(Division of Bedoike Hathaway, lne.)
Herbage's
(Division of Saks Inoo posted)
Herslof Opticians
Iiibben Sporting Goods
Hibbcn Sporting-Goods
SPolls CesuPany
Sports Additions
Hirshficld's,•tnc.
Illesb6cId's
Hoigaartrs
Homan= (pad sikcnby)
Hot Topic
Houliihaa's Restaurant Group
Brarnon's Seafood Grill
Bristol Bar Cri1i
Buena Vita Cafe
amber Place
Chequers
>'s
Houbban's
J. Gilberts wood Find Steaks
Minus
1 r tu. o1GJ.7oJJ t
Cbildren's/aaen'dwomen'a apparel
Musks! insunmentesapplies
t ildran'a appal, shoes. Ioys/San sivideo games
Re ere m
Catdt/stauonny
Cordslnadones►, book 110101
Resnmicaranba s
Candy's= nrcamifyc stn fast food
Resamantrlbms
Past trod
Fhw je+ahyhvatcbes
Sboerepair
Cadt/dadanery
Pine jewdlyAwsxbes
Dcpanntens sores
Optical/eye/tear
Sporting goodshrbletio wear
J011. L7 Gcx j t ..4. rwi Plc
bintstwwandi apparel. aceestaiesteosaaae jeweky
Resaman duns
Exhibit A
Bakei+albagels/pretnbt
Candy/ice cream/yogurt, coffee barsduice bars. t n food
Fabrics, tooreoveriods, hardwara/bom a Improvement, wail coveaogc/pshn
Sporlimt Pods
Chiaa/Fhoware, bonsowaradm+ali appliances, bed barb linens
ReslaurawWbrrs
Coffee basijnioo bars, fast tbod
htd.lC1 McComb Liroup, Ltd.
RESOLUTION NO. 00 -05
1
(Division of Berkshire Hathaway, tae.)
IndcxNotioi Co., Inc.
TM Wooden Key
L Crew Group
(Division ofTexas Pacific Croup
J. Crew
J.C. Penney Stores
(Division ofJ.C. Penney Co
Catalog Storos/Sales Centers
JC Penney
JC Penney Homo Store
Jack Locks Theater
Jacobson Stores, inc.
Jaeger Sportswear Ltd
(Division of Coats ViyeflsPlc.)
Jay Jacobs
Jay barbs For Mar
lay bobs For Mon dt Women
iay Jacobs For Woman
Jennifer Convertibles, Inc.
&Unita Convertibles
Jenaihr Leather
Jennifer Living Room
Jessica McClintock, Inc.
Joan David Halpern, Inc.
hum David
Joe Senset's
Johnny Rockets International, inc.
Jos. A. Banks Clothiers, Inc.
X Witt locate in a regional mall.
t'YaAVf=
b14••O.0.+ a
X Cudshs+daaary
X
X ls
X
X
X
X Bgard=sPoagds/p s. =VW atiamlyogar, ha food
X
X
X
X
X
X
X Waa'slwonsee's apparel. off stores
X
X
X Depua ters stoves
X
X
X
X
Movie themes
Children'shneis omen's apparel. fine jewelry/watches, le therfh+ggage,
X sham home d000tbmps/drspes
X Womee's
X
X Men's/womea's appeal
X
X
X
X Futoh rtbode
X
X
X
X Fut food, resututantsdran
X
X aildreatiwosaets appard,bridayforn*lwear
X Wean* apparel, dross
X
X Restaurants/bats
X Re stauaaam/bats
X Men's apparel
X Fad food
X Fast Food
x
x
x
X
X
x
x
x
•.,GI,. i✓ I..V~ V✓ ••w
Exhibit A
r tcu•t rimoma uroup,
RESOLUTION NO. 00 05
hustPor Feet, Inc.
Mhtede Aide
Athletic Lady
bnPoslal SP*
Ant For Peet
Just For Elm, Inc.
...Kay-Bee Toy Stores
(Divides oteanaoiidated Stares Carporadoa)
Kay Bee Toy Works
Kay Boo Toys
Keeasotes Theatres
Key's Restaurant
Kiddie XXoncepts, Inc.
Kinney Shoe Corp.
rarldaad's, Inc.
Kirlin's Hallmark, Inc.
Kohl's Corporation
Kohl's Deparm entStores
ICs Merchandise Mart, Inc.
Eldridge Fine Jewelry
K's Merchandise Mart
K ppenhcimcrManufacturers Inc.
Landivark Theatre Corp.
(Division eaves Cinemas, Inc.)
Lane Bryant
(Division *Me Limited. Ise.)
Laser One
(Division of Amusement Investment Co.)
Laura Ashley, Inc.
(Division of Laura Ashley Holdings PLC)
Learning Express, Inc.
X v Will locate in a regional mall.
rramo ru. 01GJJ077 rG
Aratuanotulphi oemsrdckUd cardeductaion
T'oysi>i
.Moviadrahraa
X Rettaurantsibms
X Fast food
X
X
X
X AnnaaaeAdpiny ambastehtld ardoducs ion
X ante=
X
X 1Wooilaa3tes/ftames, home deredhmhpddrspes
X
X Dopartmaustores
X
X Faatood.rcanwaatsPous
X
X
X
X
•X
X
X
X
X
X
X
X
X
X
X
X
X
x
x
x
x
Mats apparel
Fast food
Movie thaws
Jan. 17 4W WV 107.'4O -a't r14
Exhibit A
Fine jewehyfwaxha. cemputecrisaftware, elemionies, home
deeedlsmps/drapes, housewares/small apps.
Women's apparel
/GpnsaaaxWplay eeafem/ehtnd atdoduatioa
Wemea %appame>, bed tit bath fir as, home deeor/iamps/drapes
EdmeasioaaVtnvironmentai, loys/gamedvideo games
rta.a't rtct..omD uroup
RESOLUTION NO. 00 -05
1
1
i
Lccbtccs, Inc.
Legs Beatttifal
el ia%MContcs Croup Ltd)
Lemstone, Inc.
Lenscrafters
(Division ofLaoouia Grow S.p.A.)
LeasCta s
OPactlis
Suncrafas
Lerner New York, Inc.
(Division oflbe Limited. Inc.)
Levi's Only Stores
(Divis 'nod Strauss do Co)
Docket Shop
Original Levis Storm
Life Uniform
(Division of Angelica Corp.)
Lifetouch Portrait Studios, Inc.
(Division of Lifebuch.Inc.)
Lillie Rubin Affiliates, Inc.
Linens' N Things
Little Professor Book Centers LLC
Uule Professor Book Canter
Link Professor Book Company
Liz Claiborne Inc.
Elisabeth
Liz Claiborne
Liz Claiborne Pedta
Cu Express Aiepon Storm
Lows Cineplex Entertainment Corp.
pDiviskn of Sony Corp)
Coop's* Odeon
StAX
Lows Theatres
Magid Johnson Thames
Sew Theatre
SarThexacs
Lord Taylor
(Div;eloe otll ay Department Soros Company)
Love From Minncasota
Hello Chicago
Love From Chicago
Lova Front Minnesota
Mitt -ilu
)(masers Mamma
Scarlet Lester
Siganuue
X+ Will locate is a region* malt
rnu rar. 01GJdOJJ r G J sal I. 17 CWN 177 .14•11 1 1 1.0
Chineiglasavism, wdayncitelu wue. housewarcrls nan appliances
Roasunv s
Aoeasortoadaostemele soy
C ardr/snuonery, boots stars. cdr/mosirhspos, religious flans
Women's apparel
Childna lhoofs womens apparel
MoisAvoroofs apparel, uniforms
Photofinishing/portrait
Women's apparel
Sod dobub limos, Mole deoornampeldrapes
Fast food
Festtbed
Beek area
%ma tSeam'
Movie Meet=
Fast food
Department stores
Horns doserilanoddrepes. seavonits
Fast food
Exhibit A
r mum i rtct.•onw urcup, LTA.
RESOLUTION NO. 00 05
Macy's West
(Division of?ederatod Department Stores, Inc.)
MAIO
Macys Hans store
Mark Shale
(Division cal Baskin any)
Martin Newman Shoe co.
4abaalisaShoe Store
Newman's Shoes
Mary Kay's Bridal
Masters Tuxedo
Maurice Rothschild Co.
Matrices, Ina
(Division of American Acne Group. Inc.)
Juxtapose
Matrices
Max Bata's Restaurants, Inc.
Ironwood Cate
Max Banes
MC Sporting Goods
MC Sports
Merle Norman Cosmetics
Mervyn Cali(orn a
(Division ofDaytoa Fludsoa Corp.)
Steak Ale
Michaels Stores, Inc.
Aaron Brothers An Mint
X= Will locate is a regional mail.
rramr: tw. O1GJJO:7J 14
X
X Fast food
x
x
X
X
X Department se
x
x
X
X Fast food
X
X
X
X
X
X
X
X
X
X Fast mod
X Fast lbod
X Fast food
Bake rialba alclprefteis. resteurantstems
X Ma kfuomakapparel
X
X Shots
X
X
X Bridal
X Bridallformalumar
X Mats/wontars tipped
X Mea's/womeas apparel
X
X
Jeri. J. ClatIO t77.'t r1119 r.to
Exhibit A
X
X RataurantWats
X
X
X Sporting goedd/atbkde wear
X
X Fast hod
X Cosmetics/body cardfcagrance
X Newsmen moms
X
X Resteuraredbars
X
X
X
X
X
X At /colleetibteeltames, art supplies/crafts/hobbies
X
M UM McComb laroup, Ltd.
RESOLUTION NO. 00 -05
1
1
Michaels
Michelson Jewelers
Mlkasa, Inc.
Mike Crivcllo's Camera Centers, Inc.
Minuteman Press
(Division of Minuteman Preu buemadoasq
iaamationat Minute Press
Mumma Press
Speedy Sign A Rama U.S.A
Modern Woman
Mondi of America, Inc.
Mond
Morton's Restaurant Group, Inc.
Senoras
Moewn'sofChicago
Mothers Work, Inc.
APea to Ms Pod/Mind Maternity
Maternity Works
Moihmhood Matanity
Moto Photo, Inc.
One Han MotaPhoto
On Now MotoPhoto Sc Portrait Studio
Mr. Rags
(Division *talkers Storm, Inc.
Musioland Stores Corp.
Media Play
On Cue
Sam Goody
Rumour Motion Pientn Company
Myron's Cards Gifts, Inc.
N. Landau Hyman Jewels
Namco Cybcr Entertainment Inc.
(Division ofNan Ltd.)
Time Out
Naom rs Hallmark Shops
National Amusements, Inc.
Mtddplex inner
showcases Cinemas
National Record Mart, Inc.
Maids Oaids
Mode X
NRM Music
Nstioml Record Matt
X P. Will tows is a rcgionsl man.
1- ICJ. r
Finn joaciry/waaebes
C adayikitehcnwaro
Cameras/video:ame ns
Pitotocopieslprinting, ism/postal senka
Wornerts spiced
Woolen's spparot
Pan food, ttaanantvbats
Res*au ann!bars
Wemon'$ apparel
Plawfinishindawriraii, camensivideommems
Men's apparel
Bakeriesl6ageldpremels
BakerimlbagelArdmis
Bekerierlbascwpr6 fast food, tcnm ra rts/6sts
CDshousicttapes. video !tssallmles
Cardrht+tioaery
Jewchy star
AmementlpLy ancemiehild exrdednamion
CankIstadonap
fast food
Movie theaters
CDsimorkkapes. video ta►talisales
Jean 1. J.J GGIUPJ r.JJ ••furN I C.
Exhibit A
FROM McComb Group, Ltd. PFD_ NO. 6123385572 Jan. 19 2000 09 :49AM P3
RESOLUTION NO 00 -05 Exhibit A
Vibes X
Waves Mode X
Wave Music ds Gifts X
Natural Wonders, Inc. X
Naturalizer Shoe Store Group X Shoos
(Division of Drown Croup, toe.) X
Nam:Aiza X
Neiman Marcus X
(Division of Neiman Marcus GroupfHaecoe,t General) X Cto'i d romon'z apparel'. department corer, fate jowafylwaxches
BcritaorfOoodman X
WlledesofNeiman Marcus X
Neiman Marcus X
X Fast food
X is Will loom in a regional mull.
EduatiotaVemvironocond
X
Ncklow's X Restaurants/bars
Nine West Group, Inc. X Shoat
9lk Ca
Danister Shoe Studio X
Calvin Klein Shoes as Daps X
Easy Spirit X
Essy Spirit Ouncs X
Enzo Aarpoliai X
Saws Oudot X
Nine Wan X
Noodle Kidoodle, Ino. X F.dtteationaVenvironmeoal
Nordstrom, Inc. X Shoes, department stores, otf dorioutlotstorea
Calloway Golf Appasd by Nordstrom X
FacoanablcBonaque X
Hawaii Shoes X
c... CL..«.. Ct.�. X
Nordstrom X
T. aols- X
North Beach Leather X Mea's/women'ssppami
X Raema
X
Norther Group X hientAvomears apparel
(Division alienator Group, Ito.) X
Northern tenons X
Northern Getaway X
Northern Retieetiau X
Northam Tradidoes X
Northwestern Book Store X Dook sloes
Amity Book Store X
Codar Book Stows X
Northwestern Dock Store X
°Ian Mills, Inc. X Phaotini hinglpornaf
Olan Mips Kids X
Olen Mitts Pattern Studio X
X xesnataannaas
X
011y's Retail USA, Ino. X _CIndrerts apparel
Origins X Ccs aeeaPoody oszotfragrancos
(Division *Mu Lauder Companies) X
X Fast food
4
l- NUM MCLomb broup, Ltd.
RESOLUTION NO. 00 -05
OSF International, Inc.
Old Spsgbcul Ram)
OshKosh B'Oosb, Inc.
Oshkosh B'Oosb ShoweasaStore
Oshman's Sporting Goods, Inc.
Oshman's Sporting Goods
Ochmm's SuperSporu USA
Pacific Sunwcar of California, Inc.
Pacltm Sunwearof California
d.aat.a
Papyrus Franchise Corp.
Paul Barris Stores, Inc.
Pacts'
Pad Hams
Paul Hanis Direct
Pearl Mist Craft Supply Corp.
had Arch aCIA
Pad Paint
Pedro's Luggage
Pendleton Woolen Mills, Inc.
Pennsylvania Fashions, Inc.
Caws
Rtc21
Stockroom
Pepper's Bedroom City
Performance Bicycle
Performance Stayck Express
Performance Bicycle Shop
rti-At NJ. b1LJJti77 (4
z
X
Reetsupaurbirs
Child's apparel
Sporting goodShtbletiowear
Mentlwomea'o apparel
Fag food. resaurmaf burs
Fast Pond
O drhutdonery
Rtntsursnutbsts
X
X
X
X
X
X
X
X
X
x
x
X
X
x
X
x.
X
X
X
x
x
X
X
X
X
X
X
X
X
x
x
x
X
X
x.
X
.X
X
X c'hitdtaislraeds afs apparel
X
X
X
X F
X Sporting goodsfaddaiawear. bicycles
X
X
X Itenaunossibus
X Restauru stsbars
womatsapparel.a most Ier/aaumoieweky
J an. 17 gamic Era:47Hrt r4
Exhibit A
an suppiimieratWbobbi &disoougt/eetiay;toteg
Mai;/wanen'sapparel
Fag food
X
x
X
X Part food
FROM McComb Group, Ltd.
RESOLUTION NO. 00 05
Planet Hollywood International, inc.
Cool Planet Cafe
Official All -Star Cnfc
Plana Hollywood
To To Tango
Wild Jacks Steak dt BBQ
Polo/Ralph Lauren Corporation
Power Play, Inc.
Power Play
Yesterdays
Premium Restaurant Company
Maui's luau itaeaatant
Primages
Kiddl& Rids Moak%
Prints Plus
(Division of CPI Corp)
Proffitt's, Inc.
(Division if Saks Inooporatod)
Quality Candy Shoppes, Inc.
Rack Room Shoes Inc.
Rainbow Apparel Companies
Oren Chula
Emphasis
Pomace
tit
Rainbow
Ups de Downs
Rainforest Cafe, Inc.
Rampage Retail
Rand McNally Map Travel Stotts
Rangoni U.S. Corp.
Lupo! ofPia'caoo Shoat
Raagoal/flaggaos Shoes
Ray's Shorn Inc.
RCC Western Stores, Inc.
Red Wing Shoe Co.
Rod Vag Shot
Rad Wing Shoo &Repair
Reeds Jewelers, Inc.
Regal Cinemas, Inc.
(Di visionofHicks, Mum, dc FurNKKCR Co)
FunSoapu Family Fun Canter
Regal Cinemas
Regis Corporation
MastarCutt
X .r Win locate in a regional mail.
PHONE NO. 6123385572
X
X
X Kasi Reed, resraurantelbers
X Rateaanslbars
X
X Fast Rood
X Restaurants/bars
ChildrenWmcnislwomafs apparel
X Amusancat/piay ccatotrichild ardoduadoa
X
X
X Pamela
X caodyrxo aoadyoprt
x
X Amnscracarfpky oauadchild eur►odu adoa
X
X Ardcoliemibles/framas
X
X Deparnacm
X
X Candy/ice «tiymfyoffort
X Shoes
X Childrat"sfwontea'a apparel
X
X
X
X•
X
X
X Restaurant/ban
Past food
Wands apparel
Book slam s.maps
Shoes
Jan. 19 2080 09:501 P5
Exhibit A
Fast hex, ,esl wanWb+ra
Shoos
ChadmetimealAvommes apparel.sho.r wes mwear
Shoes
X Fire jewckyrwsahcs
X Amtoanatt/play cealers/chfld cam/education. movie theaters
X
X
X
X Beauty alcalbarber
X
FRCI1 McComb Group, Ltd.
RESOLUTION NO. 00 -05
1
1
Regis Haintylnas
Supawa
Tnde Sooret
Remington Products. Co. LLC
The Remington Sono
Rhodes, Inc.
Risley's Blecttonics, Ina
Rislaft Audio a Video
Ritz Camera Centers, Inc.
Iddays Elacaon cs
cachou Camera and Video
XiaConan 1 Hour Photo
Ritz Comeau One Hour Photo
Roche Bobois USA Ltd.
(Division of Roche Bobois Intanaticaay
Rocky Mountain Chocolaty Factory
Rodier Paris
Rogan's Shoes, Inc.
Rogers Enterprises Inc.
Rogers de Honands Jewelers
Rogers Ltd., Inc.
Andrews koalas
Diamonds Uninnkad
Rogers Jawekrs
Roosevelt Bootery, Inc.
Davison Shoes
Lather Shoes
RooecvckBootay
verso Sporting Gooch
Ruby Tuesday Group, Inc.
American Cafe
Ruby Tuesdays
This Tot -Mat Grill
Runza Restaurants, Inc:
Ryan's Family Steak Houses, Inc.
(Division of Ityani em4
Saint Louis Bread•Company, Inc.
(Division et An Bon Pain Co, Inc.)
Saks Fifth Avenue
(Division of Saks Inemporated)
Maio Strad
Ott Stb Oudai
Resort
Saks Mb Avenue
Salvatore Scallopini, Inc.
Santo, Inc.
(Division of Santo Co, Ltd.)
Santo
Sandon Gift Gate
Sanrio Surprise
Sasttak Management Inc.
Carlos O'Kelty's
X a WM 10aate in a regional man.
PI- NO. 6123385572
X Cmiaylkitehenware. off-price/outlet stares, pigswill ears pathos
X Fast food
X Fat food
X
X Deplanes Safe
X Elaaunia
X
X 'Pbotofa►ishing/portrail. ricaiooics. crmaass/vidoocamaas
X
X
X
X
X Fatnitunabeds
x
X CaldYflos exam/Mutt
X Woman's apparel
X Shoes
X Fun jewdry/«ratebes
X
X >InejcwdryAvalhoes
X
X
X
X Fat food
X Shoes. spading goad Fathkdewcsr
X
X
X
Jan. 19 2000 09:5eRM P6
Exhibit A
X
X Ramos bars
X
x
X
X Rai
X Ramanutbars
X
X Bakeries lbspk /prerals.ratauaaddbns
X
X Department stores
X
X
X
X
X
X Resimirano/bars
X Caldron's apparel. aaeessoriestoocnane patchy., cads/sodomy, papa/party
X _Zook toYsillamcsivido Pact
X
X
X
X Resaurandbesa
X
FROM McComb Group, Ltd.
RESOLUTION NO. 00 05
Scandia Down Corporation
gchmitt Music Company
7crddas Homo
Munk Musks Centers
Wells Music Company
Schuler Shoes
New Balance Twin Cidc
Sohula Shoes
Schwenker Mougin, Inc.
Holmes Floabeim
Holmes Shoes
Sears Frill -Line Stores Division
(Division of Sears. Roebuck and Co.)
Sears Specialty Stores Division
(Division oilcan. Roebuck and Co.)
Great Indoors
HomeLife Stores
NTB National Tire Battery
orebard Hardware at Garden
Orchard Supply Hardware
Sean Auto Centers
Sans Hardware
Select Comfort Retail Corporation
Shakey's Inc.
Shekels
Shakeys Cafe
Sharper Image Corp.
Shaw w
Shama Image Design
Shoe Show, Inc.
AWor
Minton Shoes
Shoe Snow
Swim*
Signature Salon Group
Andre Duval
Dam Cum
Hair Care Harmony
Home of Fashion
Siikari EastBenetton
United Colois ofBenetton
Silverstone Pet Inc.
Pass Pet
Simply Fashion Stores, Ltd.
Sr Knight Formal Wear
M NU.
Fast food. ecaattra udbara
Down products
Fast food
Musical insuwncntahwpplies
fast tbo&mlbars
does
Fast food
Department Stores
Hardwarelhome improvement. auto appliesfarearo
Fast foodaustataantsines
Fnrniaur/bods
Restau antst ns
eleenonia. upscale gins
Acoessoriesleosnmsejeweky, shoes
Restaurant
Rawly s domdbarbcs
Cbldrentimaisiwomen's apparel
Pets/anima senile*
JGI Is id C.GRJH ...um 1,
Exhibit A
women's apparel. aecessorieskcstume jewelry. shoes
Formal war
Roassuaaa/bscs
1
1
1
FROM McComb Group, Ltd.
RESOLUTION NO. 00 -05
X Itestausantsituas
Smooths King Franchises, Inc. X coffee barsljuiet bars
X Fast food
X— Will loam in aregional mall.
Pu-1 ■NO. 6124S1:= td
X
X Past food
X
X
Sox Appeal Franchising X Ateessoriashosnonejeweby, soelalhosiety
Spaghetti Warehouse, Inc. X Raradroatrrbars
(Division of Consolidated Reams* Properdes,Inc.) X
Old Spaghetti Factory X
Spaghetti Warehouse X
Spaghetti Warehouse Italian Grill X
Spencer Gifts, Inc. X Aeoaaatalooaauao jowclty, ardeotloctible:fttames, eae aaonery.
(Division of Unlvaesal Stadia, Inc.) X manna (wrap lease)
DAPY X
GLOWI X
Spencer Gifts X
Stage Stores, Ina X
Bealls Deparnaem Store X
Palatf Royal X
Sage X
Standard Theatres X Mevie tbeatas
Sterling Vision, Inc. X Optiedkrwear
Beruoa Optical X
Dining Optical X
Edwards Opted X
IPCO Optical X
ICindYOpdcal X
Mentded Opdal X
Sieger Optical X
Site For Sae Eye X
Southern Optical X
Sterling Optical X
Superior Optical X
Vision Optical X
Steve's Shoes, Inc. X
Overland Trading X
Solo Outdoors X
Stevens Shoes X
Stride Rite Children's Group, Inc. X
(Division of The Saida Rita Cap) X
Gnat Pea X
Snide Rite X
X Pan food. resan c
X
X
Sttuotura X Man's apparel
(Division *flits Limited, Inc) X
Stuart Anderson Restaurant, Inc. X lestawanu/bas
(Division of American liestaurant Group, Ina) X
Stuart Anderson's X
Black Anne Restauant X
Stuart Aadnsoe'$ Cade Company X
X Bakaierlbagelvprazels. eatddsationcry. amvenial= stores
X fad lbod
X
Jan. 19 2630 09:51AM P8
Exhibit A
rnu '1 1'tt.1.t.71tw i tWIJ, L VA.
RESOLUTION NO. 00 -05
Succcssories
Sweet Factory
Sweet Ideas i.?
M' Balky Treats &GiM
Talbott, Inc.
Talbots
Talbott Accessories des Shoes
Talbott Kida/Tatbaa Babies
Talbot' Petite,
Talbot: Woman
Tanbark, Inc.
Bejeweled
Passing Panty
Two Plus Two
X— Wfli locate is a regional mall.
The Athlete's Foot Group, Inc•
(Division otRaflye)
Ladies Foot Kids
The Athlete's Foot
The Locket Roma
The Barbers Haistyling for Men 8c Women
City Looks Salons
Cosm Q ttas Family Hair Cue
Family Haricot Store
The Barbers
The IfairPormcuueu
We Cue Hair
The Bombay Company
The Book Rack Franchising Corporation
The Buckle, Inc.
Tha Cbatt House, Inc.
The Cheesecake Factory Incorporated
The CheaeaknFactory
The Cheesecake Factory Bakery Cato
The °teacake Factory Express
The Children's Place Retail Stores, Inc.
The childrat's Place
rrtta' rs va.GJJDd.+ a.
ha food
oaths/ ta doltoly, seaaonal (tents'
Candyfiaterearafyogurt
cream/yogurt
Fut food
Foot food
Fast food, taaatuante/bant
Fast tbod
Fast food
Futfood
CLfldren's/wonteak apporot, sires
Aecemosiedcoss m e jewelry
Fast lbod
Shod
Beaoty Wow/bather
Children's sppael
Boma a npJdrapes
Book storm
apple!. shoes
cream/yogurt
Ratalranuthass
Bake4adbadetrfpretrets, rsaUwUiuslbars
OM I. i7 crJWJV r$ J.Lr i r7
Exhibit A
1
1
1
marl rifx,omo croup L.
RESOLUTION NO. 00 -05
The Clarks Companies, N.A.
(Division of C& I ClArki Ltd.)
Boaoaha
Clarlti
Hanover shoes
The Connoisseur
The Custom Shop Shirtmakers Tna
(Division of Kensington Clothiers)
The Cutlery
The Department Stores Division of Dayton
(Division of Dayton Hudson Corp)
Dayton's
Hudson's
Matsball
The Disney Store, Inc.
(Division of The Walt Disney Company)
The Elder Beaman Stores Corp.
Elder BeamaaDerma* Stores
'Elder- Boeanan Furniture
Shoebiloel
Sane d: Thomas
The Finish Lino, Ina
The Forgotten Woman, Inc.
The Franklin Mint
(Division of Roll lntemudcnal Grip.)'
The Great Train Store Company
The Hair Cuttery
The Hang Up Shoppcs, Inc.
Man Alive
The Jones Store Co.
The Limited Stores
(Division ofTho Limited, Inc.)
Thc•Linaited Too
(Division ofThe Limited, Inc.)
The Louie's Companies, Inc.
Loma'. Tux Shop
The MctOregor Co.
Kenwood ]louse
McOregoes
The Mole Hole
The Museum Company
The North Roc, Inc.
The North Fans
The Orvis Co., Ina.
The Right Start, Inc.
The San Francisco Music Box Co.
(Division of Vendor Croup, Ina)
X Wi11 loath In a regional mall.
1.11LJN NU. 014.3.)00J4 4 40n. 17 =VW U7• 44M1 riri
r
Bealwinoil(guor. gourmet riiWehampagne
Malt apparel
Knives
Depadment stores
A►ildeon'emen's/women's apparel, wUaollectibiea/6ames, ny l srnalvidco
Itamgo
Shoes. ranianetbods, &penman sores
Sparing goods/athleticwcar
Large size women's apprise
Ardwiloodblerfhara, acdsistationery, ehinefglatnvaae
Atr applies/craft/hebbles.toya/pme$Mvidoo serves, seasonal (ramp lease/
isins/etain accessories
Busty dons /barber
Mat's appercl
Dcputment stow
Womea'a apparel
Children's apparel
Thidavfomuawear
Floorooverings, home daoorilamps/dmpes
Citts
Mleolleetiblesl&arnes. seasonal (temp lease)
Sporting goodsfatblcdo wear
Sporting goodrladdede wear
Fast food
Children's apparel, wys/games/vidco per• eldidlinfant products
An,cc11eedbtes/frames. music bones
Fast food, rcat$uranis/bers
Fast food, aestaurantrtbars
Resturamstbars
Exhibit A
McComb Group, Ltd.
RESOLUTION NO. 00 -05
The Wet Seat
Arden D.
Contempt; Gaols
Limbo Lounge
ge
Vva
The White House
Bladtb4arkd
no White House
Things Remembered, Inc.
(Division of Cole National
This End Up Furniture Co.
Tie Rack (U.S.) Inc.
(Division ofTic Reels PLC)
Art of Silk
The Knot Shop
Tie tack
Tiffany CO.
Timber Lodge Steakhouse, Inc.
Tinder Box International
Tippin's Restaurants, Inc.
Cambuwt's
Tippin'$ RcuautantSsPie Pantry
Tommy Hlfiger Retail, Inc.
(Division ofTommy HilfigerCorp.)
Tomorrow's Memories
Tomorrow's Mother
Tower Rccords/Vi dco/Books
(Division ofMtS. Inc.)
Tower Soaks
Tortes Canaries
Tower Accords
Tower Video
Toys R Us, Inc.
Babies The Baby Superstate
Kids'RUs
Toys 'R Us
Track'n Trail, Inc.
Eagles Nest
Overland "Audine Company
Track 'nTrail
Tradehome Shore Stores, Inc.
Trans World Entertainment Corp.
Coconuts Musk &Movies
E.Y.E. For Your Entertainment
Movies Plus
?beet Music
Record Town
Ssaruday Medan
Sowbellies Muscle
Waste Maxie
Travel 2000 T ravolgcar
X= Wall locate is a regional mall.
14U. b1GJJt7�J t c
Womaaa's apparel
Furniture
Aooessotiesfoosturno3►
Toysi games
Shoes
Commie= stores
W
AttleoiloedblcsXrames, eldna/glasswarc
pine)eardryhratcher,attleoaectbte sitrunet, obit
Res uranrslbars
Fine jedry/wato6a. premium ddarshooasodcs
Rausnrmuslbaars
chfdtentIna n shVornen's apparel
Gltts
WomedsAppard
Book spores, oSinsusidapes, video rental/sates
CDsltausichapss, video tenalhaks
Leathafluggsgo. travel accessories
Fast food
Exhibit A
FROM McComb Group, Lttt.
RESOLUTION NO. 00 -05
1
1
Uhiem
United Artists Theater Circuit, Inc.
Uno Restaurant Corp.
Pizzeria Uno
Pined* Uno Grid Bawc y
Vanity Shops of Grand Forks
Victoria's Secret Stores
(Division oflatimaro Brat. Inc.)
Victoria's Soma Bath do fragrance
Victoria's Sant Hosiery
Victoira's Seam Stone.
Video Update, Inc.
Virgin Entertainment Group, Inc.
(Division of Virgin Entertainment Group, Ltd•)
Virgin Onaaas
Virgin Megnstore
Vista Eyecare Inc.
Eyes Have h
Family Eyewwf
Framo•a -Lens
Loo Optical
Midwest Vision Center
Visa Optical
Vitamin World, Inc.
(Division of Natures Bounty. Inc.)
Von Maur, Inc.
Warner Bros. Studio Store
(Division ofTtma Warner Enter aInment Company)
Waterford Wodgawood USA, Inc.
Waxworks, Ina
Disk War/
Reel Col ecttons
Wehrenberg Theaters, Inc.
Ronnies Entc pdsa
Wombats Mamas
Welcome Home, Inc.
Home Again
Vietnam Home
WestStar Cinemas, Inc.
Festival Theaters
Mann Theaters
X+. Will locate in a regional mat
rnuire ,rsu• oieaawa
Put mod
Woraces spud
Dakeria ogristprazek. rata antsdae
candyrteecanneyogurt
Optioalkyormar
Movie thwtas
Recta analbars
Women's apparel
Video renaVsates
fast food
CDshnusiclapcs. books. video rood /sacs
Optrmd/Eyswetr
Nutrition MopddimDamns
Movie theatas
Norman aeca
Pao food
Chilisn'shncr dwoments apparel
AWcouam'bicd8ames, china/gasman
CDrimusichapos, video notallsates
Movie theaters
Pumkurdbeds
Bakeriesroasdoprazels. fast food
••wr.r•r 4.110 =omo
Exhibit A
FROM McComb Group, Ltd.
RESOLUTION NO. 00 -05
Whitt Wolf
Whitehall Jewelers, Inc.
Jewel Box
Lwidstrom 7awelars
Marks Bios.Jowclera
Whitehall Co. Jewelers
-Wicks 'N Sucks
(Division of WNS. be.)
Wild Wings, Inc.
Williams Sonoma, Inc.
Hold Everything
Poway Barn
Win'wen4oaonnt
Wilson Suede Leather
Wilsons The Leather Experts
Dumas Leather
cicorgetowa Leacher Design
Tammy West
Walks Wo
Wilson
Winona Knits Inc.
Wolf Camara Inc.
CPI Photo
Pox Photo
Wolfcsmcrs
Wolf Camera do Video
Woodroast Systems Inc.
Z Galled*
Zalo Corp.
Ba cy,Banks&Biddle
Cordon's Jewelers
Ulu Jewelers
Zany Brainy
Zarfas Luggage Olits Corp.
X Will loot in a region al awl{.
&MingPods
X Fine Jewelrylvettehas
X
X
x
X
X Homo d000dlonpskkapes
X
X A%onectibles&araa, odocado a lhaviroatatwtal
X Bed dt bath linens. obiaatinsware. endetylki ehaaware, hone
X d000sliamplantpos
x
X
X ms's apparel and aeoessOdes
X Women's apparc],nun's*PPawI,maple
X
X
X
X
X
X Chilthc nsap,avd, woreen's apparel. mots apparel
X Pbototiaisbinpp/pon ai4 eanutostvideocameras
X
X
X
X
Exhibit A
Restautaststats
X Csndyria eeam/S'oguri. coffee batsfjuiae bars. fast food
X
X
X
X
X
X
X
X Balcaia bagels/pro zcis, mad** main/yam mans bassrprice bees. bat
X food
X
X
X Ankoiloaiblesr&aaka, bed der bath linos, eards/emiomxi eldaalgluaware,
home dre amp d s, todatyikkokinwsro
X Fino jewel:ylwateltea
X
X
X
X Edneadonalienviroinnetnal
X LcarbcdluUaP
RESOLUTION NO. 00 -05
EXHIBIT G
Exhibit A
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.
988288.6
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
Its Executive Director
G -1
RESOLUTION NO. 00 -05 Exhibit A
EXHIBIT H
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
1
1
RESOLUTION NO. 00 -05 Exhibit A
3. This Agreement shall be promptly recorded by the
Developer along with an attached copy of Minnesota Statutes,
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.
This Instrument Drafted by:
Briggs and Morgan P.A.
2200 First National Bank Bldg.
St.• Paul, Minnesota 55101
988288.6
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
By
Its Chair
By
H -2
Its Executive Director
TALISMAN BROOKDALE, LLC
By
Its General Partner
By
Its
RESOLUTION NO. 00 -05
STATE OF MINNESOTA
COUNTY OF
STATE OF MINNESOTA
COUNTY OF
SS
SS
Notary Public
Exhibit A
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.
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
RESOLUTION NO. 00 -05
STATE OF MINNESOTA
ss.
COUNTY OF HENNEPIN
988288.6
CERTIFICATION BY ASSESSOR
The undersigned Assessor, being legally responsible for the
assessment of the property described in Exhibit A 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:
The foregoing instrument was acknowledged before me this
day of 2000, by the
Assessor for the City of Brooklyn Center.
H -4
Brooklyn Center Assessor
Notary Public
Exhibit A
$45,000,000
RESOLUTION NO. 00 -05 Exhibit A
EXHIBIT I
FORM OF TAX INCREMENT NOTE
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
1
1
1
RESOLUTION NO. 00 -05 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 (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 under Section 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 obligations 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
I -2
RESOLUTION NO. 00 -05
and laws of the State of Minnesota, including the Tax Increment
Act.
This Note May 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.
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
I -3
Exhibit A
1
RESOLUTION NO. 00 -05 Exhibit A
NAME AND ADDRESS OF
REGISTERED OWNER
988288.6
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.
DATE OF
REGTSTRATION
Talisman Brookdale LLC 2000
I -4
SIGNATURE OF
EXECUTIVE DIRECTOR
RESOLUTION NO. 00 -05
988288.6
EXHIBIT J
LEGAL DESCRIPTION OF
ADJACENT DEVELOPMENT PROPERTY
Exhibit A
[Insert legal description of 5 anchor store properties]
J -1
RESOLUTION NO. 00 -05 Exhibit A
988288.6
EXHIBIT K
DAYTONS AGREEMENT
K -1
01/14/00 FRI 16:39 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
erookdalc
J
BROOKDALE CENTER
BROOKLYN CENTER, MINNESOTA
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING AGREEMENT
Exhibit A
082011999
rats SEPARATE AGREEMENT is made as of U f 315 1999, by and
between TALISMAN B1.00KDALE, LLC, a Delaware limited liability company
"Developer and DAYTON HUDSON CORPORATION, d/b /a/ Dayton's, a Minnesota
corporation "Dayton's').
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
Agreement") by and among, inter alia, Developer and Dayton's; and
WHEREAS, Dayton's and Developer's predecessor have also entered into
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
WHEREAS, Developer has agreed to contribute to Dayton's $8,160,000 as a Section 118
Non Shareholder Contribution to Capital, payable as set forth in Section 2 below; and
DHC: 28467 v8
WITNES SETH:
i
X1042
01/14/00 FRI 16:39 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
1
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 Agreement 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, terms 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 terms used but not defined herein sball 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 (i) 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 ($55,000,000) 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 Plan, 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 Mali 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
Dayton's sole discretion.
tj043
01/14/00 FRI 16:39 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
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
aclatowledge 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 full; 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 (ii) 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: 28467 v8
Exhibit A
Ij044
1
1
1
01/14/00 FRI 16:40 FAX 305 6629616
RESOLUTION NO. 00 -05
1
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 date, or
(n) 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. After Dayton's has obtained the Final payment for the Capital
Contribution, any portion of the proceeds then 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 DDC 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
DHC: 28467 vS
TALISMAN COMPANIES LLC
4
(it 045
Exhibit A
01/14/00 FRI 16:40 FAX 305 6629616 TALISMAN COMPANIES LLC Q1046
RESOLUTION NO. 00 -05
occur:
(b)
DHC: 28467 v8
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 -time 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.
1
5. CAM Contribution. Effective as of January 1, 2000 and notwithstanding anything
to the contrary in Articles IX, X, and XV'III 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 ("Mali Costs This amount shall be payable in annual installments in advance. Dayton's
obligation to contribute to Mall Costs shall continue only for so Jong as both of the following
(a) a retail store on the DDC Site (i) is required to be operated pursuant to the
Operating Agreement; or (ii) is being operated; and
the Enclosed Mall (i) continuesto 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 DDC Site is permitted to have an opening into the
Enclosed Mall, and (iii) extends; at least 500 feet from the retail store on the DDC
Site.
1
1
01/14/00 FRI 16:40 FAX 305 6629616 TALISMAN COMPANIES LLC
E'SOLUTION NO. 0075
1
Operating Agreement.
6. Percentage Fee.
"Payment Year").
DHC: 25467 v8
.1
6
10047
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 13e prorated on the basis of 360 days, and
payment shall be. made only for the days it is open. Dayton's annual contribution to the
operation and maintenance of the Mall shall be 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 siich adjustment date during the term of the
6.1. Imposition of Fee. Effdotivei 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 Mali 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 Thirty-five Million Dollars ($35,000,000) and up to
Forty-five Million Dollars ($45,000,000); and one -half of -one percent (1/2 for Dayton's
annual Gross Sales in excess of Forty-five Million Dollars ($45,000,000). Such percentage
payment shall be paid on an annual basis with 12q days after the end of each calendar year (the
'i
6.2. Disclaimer. Notwithstanding 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 Dayton's makes no representation or warranty, express
or implied, that any Gross Sales will be generated at the DDC Building. Except as to be
provided in the Amendment as contemplated by Section 14.2 of this Agreement, but otherwise
notwithstanding anything to the contrary cond in this agreement, neither Dayton's nor any
successor, assignee or tenant of Dayton's, shall have any obligation, express or implied, to open
any business at the DDC Site, to remain open 'fix business in the event a business is opened at the
DDC Site, to reopen for business in the event a business is opened at the DDC Site and then
i i
closes, or otherwise to conduct any business at the DDC Site.
01/14/00 FRI 16:41 FAX 305 6629616
RESOLUTION NO. 00-05
DHC: 28467 v8
TALISMAN COMPANIES LLC
or upon the DDC Bonding.
1
7
6.3. Records. Dayton's shall 1 and make available to Developer complete
and accurate records of its Gross Sales, including; all pertinent original sales records. Dayton's
statements of Gross Sales and all information obbt"dmed from examination of Dayton's books and
records shall be deemed strictly confidential 4d shall not be disclosed to any third parties.
Within 120 days following the end of each Paypient Year, Dayton's shall furnish to Developer a
statement of Gross Sales made during such Pay 1nent Year. If the annual statement shows that a
percentage payment is due, the annual statement hall be accompanied by payment of the amount
due. Dayton's records relating to Gross Sales on or for the DDC Building shall be open for
inspection by Developer orits duly authorized representatives during regular business hours for a
period of one year after each annual statement Of Gross Sales is submitted. At any time within
such period, Developer may audit Dayton's records of Gross Sales for the preceding Payment
Year. If any such audit discloses an inaccuracy! in Dayton's statement of Gross Sales, Dayton's
shall make prompt payment of any deficiency. Developer shall pay the cost of such audit unless
such audit discloses that Dayton's under-reported Gross Sales by more than 3%, in which event
Dayton's shall pay the reasonable cost of such audit.
6.4. Definition of Gross Sales. For purposes of this Agreement, the term
"Gross Sales" means the entire amount of the :actual sales price of all merchandise sold in the
ordinary course of business to retail customers :at the DDC Building by Dayton's, or any tenant
of Dayton's. All of the following sball be exalt= from "Gross Sales
(a) Any sums collected and'paid out for; sales or excise taxes based on the sale
of merchandise and H by law' whether now or hereafter in force, to
Y
be paid by Dayton's or .fts tenant or collected from its customers, to the
extent that such taxes ba'e been included in the gross sales price.
(b) The eXrt,ange or transfer of merchandise between the stores of Dayton's
or its tenant, provided excbainges or transfers of merchandise are
made solely for the convenient operation of the business of Dayton's or its
tenant and not for the p of eunsummating a sale made at, in, from,
I
Exhibit A
0048
01/14/00 FRI 18:41 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
DIM: 28467 vS
•,i
Exhibit A
(c) The amount of returns to 'shippers or manufacturers.
(d) The amount of any promtftional allowances.
(e) The amount of any cash or credit refund made upon any sale where the
merchandise sold, or Sob a part thereof, is returned by the purchaser.
(f) Sales of fixtures. tj
(g) Sales from vending machnes•
(h) Sales of postage stamps
(i) Rental fees or sales of s i ces.
G) Sales of tickets (iincl>>iliing airline, lottery tickets and all ticket master
sales). 'I
(k) Sales of money orders.
(1) Tips and gratuities paid o employees of Dayton's or its tenant (whether in
cash, by credit card or big diarge account).
t
(m) Bad checks and uncolle credit and charge accounts.
(n) Any sums and credits received in settlement of claims for loss or damage
to merchandise in stoc4r rtransit to Dayton's or its tenant.
(o) Any sale in bulk of all Or substanitially all of Dayton's or its tenant's
inventory in connection; with the sale or transfer of Dayton's or its tenants
business or the cessaiio of 'soh business.
(p) Any rent and other occipancy charge paid by any tenant, concessionaire,
licensee, Or other third provided the gross sales of any such party
have been included in gross Sales
(q) Any deposits, recei tsj fees and other amounts relating to any banking
facility or :business, regardless of whether said banking facility or business
is operated by Dayton' t oir by any tenant, concessionaire, licensee or other
third party. H
(r) Gift certificates.
(s) Sales of materials for r1cycling.
(t) Sales to employees': o i' qualified annuitants of Dayton's, its affiliates or
subsidiaries. `i 11
1
1
it S
@J 049
01/14/00 FRI 16:41 FAX 305 6629616 TALISMAN COMPANIES LLC
k
I. 'ill'
RESOLUTION NO. 00 -05
MC: 28467 v8
Sales transacted through, lint
a einet, e-mail or electronic means which are
fulfilled from stock lock 14 at the DDC Building.
Any reimbursement for and/or handling fee paid in connection with,
coupons (whether Y coupons or store coupons).
I
7. Real Estate Taxes and S cial
contrary in Article XII or any other provisi
effective as of July 1, 1999, be obligated
assessments assessed against the DDC Site, D
that in no event shall the DDC Parking Area
obligation to contribute to the real estate
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 Renov:
for such assessments or charges. The land co
shall not become subject to a minimum asse
public financing which supports either directly
have the exclusive right to protest real estate;
Parking Area.
8. Utilities. Notwithstanding
obligations under that Article shall not in any
(105 of the amount paid under that Artiel
be liable under the Operating Agreement for
air conditioning and ventilating system that
accepted accounting principles.
M
sments. Notwithstanding anything to the
of the Operating Agreement, Dayton's shall,
pay only those real estate taxes and special
6 Building and the DDC Parking Area; provided
390,000 square feet. Dayton's shall have no
and special assessments assessed against the
pping Center. Developer shall cooperate with
to constitute a separate tax parcel: If any
assessed against the DDC Site, Building or
p, Developer shall promptly reimburse Dayton's
toting the DDC Site and the DDC Parking Area
ent for reat estate tax purposes as a result of any
r judirectly the Mall Renovation. Dayton's shall
fix and special assessments assessed to the DDC
i s
k
cle XL of the Operating Agreement, Dayton's
ne; calendar year exceed one hundred five percent
;the preceding year. At no time chail Dayton's
y costs of replacing or maintaining the heating,
d be categorized as capital costs under generally
Exhibit A
!j050
41
1
1
1
01/14/00 FRI 16:42 FAX 305 6629616 TALISMAN COMPANIES LLC
1
1'
1 i
;I h
:i il;
RESOLUTION NO. 00 -05
9.1 Grant of Option.
repurchase under Section XLIKE) of the sting Agreement in consideration of the right to
repurchase provided in this Section. Arco c ngly, no tending Article XLII(E) of the
Operating Agreement, but subject to Section a o this Agreement, if (a) Dayton's discontinues
operation of the DDC Building for a single Retail purpose for a period of one hundred eighty
(180) consecutive days; Da n's transf its ownership and operation of the DDC Building
except to an affiliated or related entity or iii' i
y entity (b) y�
inection 'th a financing or sale/leaseback type
transaction; or (c) Dayton's otherwise desires.t implement the procedures of this Section 9 after
the period of Dayton's operating covenant co! tinplated by Section 152, Dayton's shall provide
Developer with prior written notice thereof; .1Fo
r ninety (90) day period after the date of the
written notice or action (the "Option Period' j 1?eyeloper ?all have the option (the "Option to
require Dayton's to convey to Developer tlik IDC Site and the improvements located thereon
(exclusive of trade fixtures and merchandis ayton's operty for a purchase price equal to
the Fair Market Value as defined in Section 912. Developer may exercise the Option by
providing written notice to Dayton's of its .e for to p a together with an earnest money
deposit of $1,500,000 by wire or certifiedch �Ckimade payable to Dayton's during the Option
Period, time being of the essence. The 41' t'inoney deposit shall be non- refundable, but shall
be lied to the purchase rice. If Develo'� 'does not p vide written notice within the Option
applied P P 1�
Period, then Developer shall have no right tiyr der th A ement to purchase Dayton's Property
on that or any other occasion and all of Del.; fieri,s rights der this Section shall terminate.
9.2 Determination of Fai1i Valuvi. "Fair Market Value" shall mean the
is fair market value of the Dayton's Propeitjtl f.he of the execution of this Agreement
Elsa;
excluding any contribution to that value of ':remodel f the DDC Building contemplated by
:I
this Agreement, multiplied by any lucre" 4 the Cost of Living Index as hereafter defined
between the date of this Agreement and lg.
ate of receipt of notice commencing the Option
Period. Developer and Dayton's shall o mutually agree upon the Fair Market Value of
the Dayton's Property at the time of the exe t .On of this;.greement. If Developer and Dayton's
t 60 days cannot mutually agree upon that Fair Mark value within sixty (60) after the date of this y
:t i
,yI
DHC: 28467 v8 ii'd
„oppr irrevocably agrees to waive the right to
Exhibit A
0051
01/14/00 FRI 16:42 FAX 305 6629616
RESOLUTION NO. 00 05
TALISMAN COMPANIES LLC
sH r
1 1 I
,i
.1
A
Agreement, Developer and Dayton's shall, 'thin fiftegn (15) days after the sixty (60) day
il period, each select a person to act as an raiser and the two (2) selected appraisers shall
promptly mutually select a third appraiser. ¶rthe initial tivo (2) appraisers cannot agree upon a
third appraiser, the third appraiser shall b ected byl the then President of the American
Institute of Real Estate Appraisers or a succeigor organization exercising similar functions. Any
person designated as an appraiser shall be l and experienced in the appraisal of
regional shopping centers and be members a tie American Institute of Real Estate Appraisers.
No appraiser shall be in the employment of e Loper or ;Dayton's, directly, indirectly, or as an
Iii agent, except in connection with the ap proceeding. The appraisers shall .meet or
otherwise confer as deemed necessary to de�� ne the Fa' Market Value. If the determination
of value of any two any all of the appraisers; 1' be ide i tical in amount, that amount shall be
deemed to be the Fair Market Value. If the rmination of all appraisers shall be different in
amount, the two closest in appraised value sl averaged and the remaining appraisal shall be
Exhibit A
be dee ed to be the Fair Market Value. The
shall be made as promptly as possible after the
designation of the last additional appraiser,;tl .in no event later than thirty (30) days from the
date of the designation of the last additionalt'a er. The costs and expenses of the appraisers
shall be borne equally by Developer and 1 n's; however, no party shall be responsible for
any part of the other's attorneys' fees or proces$ costs with respect to the proceeding.
III :I i
disregarded and the result of such averaging
decision of the appraisers shall be in writing,
The Fair Market Value at the
by multiplying the initial Fair Market Value
numerator of which is the Current Index Nu!`
Number. The "Base Index Number" shall hr,
this Agreement is dated; the "Current Index t
in which the Option is exercised; tsed; the "laid,
Consumers, U.S. City Average, All items P r
States Department of Labor (base year 3
hereinafter provided. If publication of the
Index is materially changed, then the parties
computed by an agency of the United
DHC: 28467 v8
11052
1
1
of the exercise of the Option shall be calculated
i
under this Agreement by a fraction, the
I
and the: denominator of which is the Base Index
e level o the Index for the month during which
er" shall be the level of the Index for the month
i11 be the Consumer Price Index for All Urban
by the Bureau of Labor Statistics of United
i
$4 =106 or any successor index thereto as
nti
is discontinued, or if basis of calculating the
substitute for the Index comparable statistics as
i1
or, if none, by a substantial and
1
1
01/14/00 FRI 16:43 FAX 305 6629616
RESOLUTION NO. 00 -05
responsible periodical or publication of reco
which would have been achieved by the
9.3 Terms of Purchase.
the Dayton's property, the provisions of this
agreement (the "Purchase Agreement base
(a) Purchase Price
,i
(b) Manner of Payment. The pur
(c)
DHC: 28467 v8
As Is Condition. The Daytona'
the closing date without any
Dayton's.
The pure- Value of the Dayton's
Property as determined under
Developer in writing within
TALISMAN COMPANIES LLC
1
:1
Exhibit A
authority most closely approximating the result
oh the determination of the Fair Market Value of
ton 9 shall be deemed to be a purchase and sale
Pon the following terms and conditions:
price shall be the greater of (i) Dayton's Book
or (ii) Fair Market Value of the Dayton's
E 1 shall the Dayton's Pro
(d) Title. Upon close of escrow, conve y yt 's pertY to
fayton's
ee by special warranty deed warranting against
Developer or Developer's n y spe ty g g
Dayton's acts only, subject I1 y to (i) ovenants, .conditions, restrictions, and,
easements of r ecord_ (ii' nor' I1 elinquen real property taxes and assessments
prorated to the date of close t :I
crow. an (iii) matters disclosed by Dayton's to
(30) days after Developer's right to exercise the
option to purchase arises, .I than liens and security interests (such as
mortgages, deeds of trusts `:e like) I oluntarily placed against the Dayton's
Property by Dayton's, for Dayton's shall obtain a recordable satisfaction.
As to items (i) and (iii), n's shall also remove from title to Dayton's
Property any use rest ictio s p ced against the Property by Dayton's after the
date hereof that restrict the 1 ds of_ retail it use that can be made of Dayton's
Property. Developer may, I I expense, obtain upon close of escrow an ALTA
policy lic of title insurance w'thi,etended coverage issued by a title, company with
i.
Otion 9.2.
e price shall be paid by wire transfer.
roperty v i11 be sold in an "as is" condition as of
sentation or warranty, express or implied, by
2
tJ053
01/14/00 FRI 16:43 FAX 305 6629616 TALISMAN COMPANIES LLC a054
RESOLUTION NO. 00 -05
(g)
DHC: 22467 v8
Closing Costs. Developer
liability equal to the full pure
simple title vested in Develd
matters specified in (i), (ii) anIA
ij
(e) Deed. Upon opening of escr
E
hereinafter defined) a deed in;
Developer er Da
p yton s Propertyr.,
1.
necessary, duly executed and de
ti
`i w
.(1 Assumption. Upon opening1
Holder all instruments, and
release Dayton's as of the close
under the Operating Agreeme
all duties, obligations and c
Operating Agreement, togethj
,4 1
defend and hold Dayton's had
occurring after the sale of the
;i
escrow fee for the sale and p
closing
g expenses shall be paid4
(h) Taxes. Developer and Dayton;
of special assessments due an4j
assume payment of any inst
t:r
y
thereafter.
It
Within thirty (30) days after the exercise of
escrow the "Escrow") with an escrow compiin.
and deposit a signed copy of this Agreent
scheduled to close no later than thirty (30)
Exhibit A
price of the Dayton's Property and insuring fee
or Developer's nominee, subject only to the
ii) above.
1
Dayton's shall deposit with Escrow Holder (as
e form specified in (d) above to convey to the
d bill of sale and other documents reasonably
owledged.
escrow, Developer shall deposit with Escrow
deuce of completion of all acts, necessary to
f escrow to the fullest extent from its obligations
and .containing an assumption by Developer of
is imposed upon Dayton's pursuant to the
ith Developer's covenant to indemnify, protect,
ss from and against any claim, loss or damage
n's Property to Developer.
Dayton's shall each pay one -half (1/2) of any
e of the Dayton's Property. All other costs and
Developer.
1 prorate the real estate taxes and installments
yable in the year of closing and Developer shall
eats of special assessments due and payable
option, Developer and Dayton's shall open an
"Escrow Holder mutually acceptable to them
with Escrow Holder. The Escrow shall be
ays after the opening thereof. Developer and
1
1
1
0 FRI 16:43 FAX 305 6629616
RESOLUTION NO, 00 -05
DM: 28467 v8
TALISMAN COMPANIES LLC
Dayton's shall promptly sign standard form of escrow instructions supplied by Escrow Holder;
provided, however, in the event of a coal in the escrow instructions and the Purchase
Agreement, the terms of the Purchase Agreement shall control.
9.4 Developer's Rights Pending Exercise. No rights granted to Developer
pursuant to this Section 9 shall create any hts in Developer to participate in any award or
proceedings of any taking by eminent domain or deed in lieu thereof, or to participate in any
insurance claim, or to otherwise make any cla of right or ownership of the Dayton's Property,
and this option shall automatically terminate is to any portions of the Dayton's Property so taken
or conveyed.
4
Exhibit A
10. Extended Dark 'Period. No 'thstanding the provisions of Section 9, no
repurchase right will be created if Dayton's' scontinues operation of the DDC Building for a
period of up to eighteen (18) months as a result of a conversion of the DDC Building to another
retail format and attendant remodel or reconstruction of the DDC Building (the "Conversion
Remodel In order to exercise this right, Dayton's shall provide Developer written notice at
least thirty (30) days prior to the cessation of erations and Dayton's shall have commenced the
Conversion Remodel within nine (9) months Io the cessation of operations. In connection with
any Conversion Remodel, Developer shall, i Jpon written request from Dayton's, convey to
Dayton's such additional land as is necessaryi in order to expand the DDC Site to include all of
the Permissible Building Area shown on the Site Plan at a purchase price of Ten Dollars ($10.00)
and otherwise on the applicable terms of Sec�a'on 9.3. In connection with such conveyance,
Developer shall cooperate with Dayton's to nd the Operating Agreement to define the DDC
Parking Area to include only so much of to existing DDC Parking Area as is required to
maintain the required parking ratio for the j timber of square feet within the remodeled or
reconstructed DDC Building. Developer shall silso cooperate with Dayton's in reconfiguring as a
separate tax parcel, the DDC Site, Building newly reconfigured DDC Parking Area From
the date of the conveyance of the additional d, Dayton's shall only be responsible for real
estate taxes and special assessments, to the extent required under Section 7, on this newly
reconfigured tax parcel.
055
01/14/00 FRI 16:44 FAX 305 6628616
RESOLUTION NO. 00 -05
11. Kiosks. No kiosks, retail merchandising units or push carts (collectively
"Kiosks shall be placed within one hundred (100) feet of the Dayton's entrance onto the
Enclosed Mall, except for the existing Kiosks kown on the Site Plan, without Dayton's consent,
such consent to be granted or withheld in Dayton's sole discretion.
DHC: 28467 v8
TALISMAN COMPANIES LLC
12. Dayton's Court. Dayton's shal have the right to review and approve the design
of the area within the Enclosed Mall within Jute (300) feet any opening to the DDC
Building (the "Dayton's Court") at all tim during the term of the Operating Agreement,
including the decor, the amenities, the layo the color, the materials, the decorative elements
and the furnishings as they are changed from time 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, ncluding the format of the restaurant, the operator
of the restaurant, the design and layout of the restaurant and the operating procedures of the
restaurant with respect to deliveries, trash removal and other procedures that will impact
Dayton's.
13. Take Over Right. Dayton's shail have the right at any time and from time to time,
to take over from Developer and assume the obligation to maintain the Common Area (excluding
the common utility facilities) on the DDC Parcel if Developer's conduct of the maintenance, in
Dayton's sole discretion, materially impairs tile conduct of Dayton's business. Dayton's may
exercise this right by written notice to Developer designating a date (which date shall be no
fewer than thirty (3.0) days thereafter), as of which it shall perform, for the portion of the
Common Area located on the DDC Site, obligations assumed by Developer with respect
thereto under Article IX of the Operating A ement. Upon the effective date provided in the
notice, Dayton's shall '(a) be deemed to have assumed (and accordingly, Developer to have been
relieved of) such obligations and any other ollligations of Developer under this Agreement for
the maintenance and operation on that portion of Common Area on the DDC Site and (b) be
relieved of all liability to pay ninety. percent 0 of its payment required under Section 5 of
this Separate Agreement for any period of mne thereafter while such take-over continues.
Y pe h tak o r ntuiu s.
1'5
Exhibit A
I1056
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TALISMAN COMPANIES LLC
Dayton's may at any time thereafter, at its tion, rescind its take -over, by at least thirty (30)
days written notice to Developer, provided, er, that Dayton's may again serve a notice of
take -over as specified above. No cancellatio of take -over shall be effective unless the Common
Area on the DDC Site shall, at such time asI the cancellation is intended to be effective, be in
approximately as good a condition as when lLst 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 f Common Area liability insurance on the DDC Site,
conforming to the requirements of the Operating Agreement, naming all other parties as
"additional insureds which insurance o ligation may be satisfied by its program of
self insurance; and Developer shall be reliev of the obligation to provide such Common Area
liability insurance for the DDC Site during such period of time.
14. Remodel Space. Developer st all provide to Dayton's during the period of time
that Dayton's is conducting its remodel of the6DC Building, as contemplated under Section 4 of
this Separate Agreement, one mall shop space, fully served: by_ utilities, of approximately 2,000
t
to 5,000 useable square feet to be used by Dayton's to merchandise' and sell clearance inventory
and inventory displaced by the remodel. Dayton's shall finish the space to its own specifications
and shall operate the space during the mall's Operating hours. Developer may relocate the space,
at its expense, up to two times during the period of Dayton's use. Dayton's use of the space shall
not be subject to any rent, tax, common area, utility or other occupancy expense of any kind.
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15. Amendment of Operating 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 effo to obtain execution and delivery from all other
required parties of an amendment (the ;endment to the Operating Agreement that will
provide for the following items:
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RESOLUTION NO. 00 -05
DH C: 28467 v8
Exhibit A
15.1. Site Plan. The Site Plai attached as Exhibit X to this Separate Agreement
shall be substituted for the Site Plan attachedto the Operating Agreement.
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RESOLUTION NO. 00 -05
DHC: 28467 v8
TALISMAN COMPANIES LLC
15.2. Da on's 0 ra C'. errant. 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 ee 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], itsjsuccessors and assigns of its obligations under
Article [reference to Amendment provisions contemplated by Section 15.3].
(A) that for a periol commencing on the date of completion o
p £th e
[DDC Building Remodel, as establi ed under the Certificate] and terminating on the
earlier to occur of (i) January 31, 3; or (ii) three years thereafter (the "Operating
Period"), Dayton's shall continuously perate on the DDC Site a retail department store
(the "Dayton Department Store s 'ect only to interruptions by reason of (a) force
majeure; (b) damage by fire or other ty; (c) condemnation; and (d) the remodel of
the DDC Building, each of which periods of interruption shall be minimized to the extent
reasonably possible in accordance wits the terms of this agreement;
(B) that the Dayton! Department Store shall at all tunes during the
Operating Period be a retail department store as operatedby Dayton's on the DDC Site at
the date of this agreement, as such eration 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 es during the Operating Period the Dayton
Department Store shall be operated under the name "Dayton's "Dayton" or under such
other name or names as Dayton's may from time to time use for a majority of its 'similar
retail department stores in the State of esota;
(D) that the Dayto• Department Store shall at all times during the
Operating Period and thereafter for se long as Dayton's or its successor(s) operates a
retail store on the DDC Site have a :4ross Floor Area of at least 200,992 square feet,
subject to the effects of any taking in Condemnation and shall have at least two levels at
and above ground level;
(E) that the Dayto t 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
Exhibit A
(F) that during the Operafing Period Dayton's shall operate one
hundred percent (100 of the Dayto Department Store as a retail department store of
the type, character and nature provide. for in this Article, in a high class and reputable
manner and in accordance with the provisions of this Article, which store shall be open
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01/14/00 FRI 16:45 FAX 305 6629616 TALISMAN COMPANIES LLC
RESOLUTION NO. 00 -05
Exhibit A
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 provisions 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 Operating Covenant. Article VI(B) of the Operating
Agreement shall be amended so that Developer shall provide an operating covenant under the
following language:
DHC: 28467 v8
18
So long as DDC and Dayton's perform their respective obligations under Article
VI(B) and Article XLI hereof (as amended), [Developer] shall, for a period commencing
on the Effective Date and ending on the date Dayton's no longer operates a department
store as described in Section XLI (as amended) (i) continuously operate or cause to be
operated the Enclosed Mall pursuant to the terns of this agreement under the name
"Brookdale Center (ii) 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 Marmeapolis -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 furnished to the DDC
Facilities adequate steam, chilled water, domestic water, water for fire protection and
electricity, in accordance with and subject to the terms and conditions of Article XI,
hereof. In the event of condemnation and/or damage or destruction from fire or any
casualty as provided in Articles XVI and XVII 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.
X1059
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RESOLUTION NO. 00 -05 Exhibit A
DHC: 28467 v9
15.4. Parking Ratio. Section VII (C) of Operating Agreement shall provide for
parking ratio of 4.5 throughout the Entire Premi4es (including all outparcels).
15.5. Might 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 Conversion 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.
SA ;Jo a ;s■ •of
16. Except as provided
herein, the terms and provisions of the Operating Agreement and the Supplemental shall remain
in full force and effect.
17. Notices. 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 Agreement. This Agreement
inures to the benefit of Developer and Dayton's and their respective successors as the owners of
the Developer parcel and the DDC Site, respectively.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of or applicable to,' the State of Minnesota.
19.1. Lender Bxculpatisva. 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 $55,000,000 as Mall Renovation.
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RESOLUTION NO. 00 -05
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 shall 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.
DHC: 28467 v8
TALISMAN COMPANIES LLC iD061
Exhibit A
TALISMAN BROOKDALE, LLC,
a Delaware limited liability company
B
DAYTON HUDSON CORPORATION,
d/b /a Dayton's
Bv:
Edward J. Mannar,
Authorized Signatory
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RESOLUTION NO. 00 -05
Brookdale
FIRST AMENDMENT TO
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING A
BROOKDALL CENTER
THIS FIRST AMENDMENT is made as f January 2000 between TALISMAN
BR00
KDA.LE, LLC, a Delaware limited liabity company "Developer and DAYTON
HUDSON CORPORATION, d/b /a Dayton's, a Minnesota corporation "Dayton's
RECITALS:
A. Developer and Dayton's entered into Dayton's Second Separate Agreement to
Operating Agreement dated 31, 1999 (the `Agreement
B. Under the terms of the Agreement, 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 su mitted 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 valuabl consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereb agree as follows:
1. Capitalized Terms. Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.
2. Extension fo Su
Notwithstanding Section 2 of the Agreement, (i
submit to Dayton's the proposed design dev
Renovation; and (ii) Developer shall have un
Renovation within the Dayton's wing and the ce
majeure. In confirmation of the Agreement, i
Renovation by this required date, Dayton's shall
of this Agreement.
3. Extension for Payment of Contribution. Notwithstanding Section 3(B) of the
Agreement, Developer shall have until March 11 to comply with its obligations under
Section 3(B) of the Agreement. In confirmation �bf 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 ither party shall have any liability to the other
TALISMAN COMPANIES LLC
'ssion of Mall R
Exhibit A
ovation Plans and Mall enovation.
Developer shall have until May 1, 2000, to
lopment drawings and plans for the Mall
it November 1, 2001 to complete the Mall
er court of the Enclosed Mall, subject to force
Developer fails to timely complete the Mall
ave no further obligations under Section 15.2
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RESOLUTION NO 00-05 Exhibit A
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 Complete the DDC Building Renovation subject to force
majeure, on or before June 1, 2002.
1
5. Definition of FMV. For purposes of Section 9, the parties agree that the "Fair
Market Value" of the Dayton's Property at thelime of execution of the Agreement excluding any
contribution by the remodel of the DDC Building is Dollars
6. Confidentiality. 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.
7. Affirmation of Agreement. 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 BROOKDALE, LLC,
a ;Delaware limited liability company
DHC: 36313
By:
DAYTON HUDSON CORPORATION,
cl/b/a. Dayton's
By:
Its:
2
Its:
ra 063
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RESOLUTION NO. 00 -05
TALISMAN COMPANIES LLC
replace structurally substandar bui ings. The Developer agrees
that it will meet the followi goal (the "Goals It will
create at least co full time :lobs i connection with the
development of the Development �Propelty at an hourly wage of at
least 7'Ocj per hour within tip years from the "Benefit
Date which is'the earlier of•;(a) t date on which the Eligible
Improvements are completed, oil(b) t1ie date on which a business
occupies the Development Property, a improved by the Minimum
Improvements;
i
(2) If. the Goals are not imet, a Developer agrees to repay
all or a part of the Business:Subsid to the Authority,.plus
interest "Interest set at the imp icit price deflator defined
in Minnesota Statutes, Section ;275.7 Subdivision 2k accruing
from and after the Benefit Date, com unded semiannually. If the
Goals are met in part, the Developer; ill repay a portion of the
Business Subsidy (plus Interesti) det rmined by multiplying the
Business Subsidy by a fraction, the merator of which is the
number of jobs. in the Goals whiich we not created at the wage
level set forth above and the :denomi for of which is (43
(i.e. number of j obs set forth (in th Goals) The Developer
agrees to continue its operations on;the Development Property for
at least five years after. the; ienef i Date.
.i
(3) The Developer agreesito(i0! report its progress on
achieving the Goals to the Autiority until the Goals are met, or
the Business Subsidy is repaid, whic ever occurs earlier, (ii)
include in the report the informatiotk required in Subdivision 7
of the Business Subsidy Act'oniforms; developed by the Minnesota
Department of Trade and Economic Dev lopment, and (iii) send
completed reports to the Commission 'f the Department of Trade
and Economic Development and t the uthority. The Developer
agrees to file these reports no late,' than March 1 of each year
commencing March 1, 2000, and within'30 days after the deadline
for meeting the Goals. The Audhorit. agrees that if it does not
receive the reports, it will mail t Developer a warning within
one week of the required filing date! If within 14 days of the
post marked date of the warning the eports are not made, the
Developer agrees to pay to the;Auth ity a penalty of $100 for
each subsequent day until the` *eport°is filed up to a maximum of
$1,000.
Section 6.5. In consideration of
the assistance given to the Dewelope pursuant to this Agreement,
the Developer agrees to pay the Aut'.rity within 10 days of
receipt, the first $50,000 pine one alf of any amount over
$50,000 of any percentage rents rece ved by the Developer or any
of its affiliates in each cale #dar y ar pursuant to Section
of the agreement attached he as ibit K (the "Daytons
Agreement The Developer thither 11.grees that, without the
prior written consent of the1Authori y, it will not amend the
Daytons Agreement or take any„ other; ction which would reduce the
amount of the percentage rent set fd th in the Daytons Agreement
i
988288.G 1 I 17
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