HomeMy WebLinkAbout2003 05-12 EDAP • EDA MEETING
City of Brooklyn Center
May 12, 2003 AGENDA
1. Call to Order
2. Roll Call
3. Approval of Agenda and Consent Agenda
-The following items are considered to be routine by the Economic Development Authority
(EDA) and will be enacted by one motion. There will be no separate discussion of these
items unless a Commissioner so requests, in which event the item will be removed from the
consent agenda and considered at the end of Commission Consideration Items.
a. Approval of Minutes
- Commissioners not present at meetings will be recorded as abstaining from the vote
on the minutes.
1. April 28, 2003 - Regular Session
4. Commission Consideration Items
a. Resolution Approving 2nd Amended and Restated Development Agreement and
Assignment of the Same
-Requested Commission Action:
- Motion to adopt resolution.
5. Adjournment
•
EDA Agenda Item No. 3a
MINUTES OF THE PROCEEDINGS OF THE
ECONOMIC DEVELOPMENT AUTHORITY
OF THE CITY OF BROOKLYN CENTER
IN THE COUNTY OF HENNEPIN AND THE
STATE OF MINNESOTA
REGULAR SESSION
APRIL 28, 2003
CITY HALL - COUNCIL CHAMBERS
1. CALL TO ORDER
The Brooklyn Center Economic Development Authority (EDA) met in regular session and was
called to order at 8:17 p.m. by President Pro Tem Kay Lasman.
2. ROLL CALL
President Pro Tem Kay Lasman, Commissioners Kathleen Carmody, Diane Niesen, and Bob Peppe.
President Myrna Kragness was absent and excused. Also present: Executive Director Michael
McCauley, Assistant City Manager/Director of Operations Curt Boganey, Director of Public
Works /City Engineer Todd Blomstrom, City Attorney Charlie LeFevere, and Deputy City Clerk
• Maria Rosenbaum.
3. APPROVAL OF AGENDA AND CONSENT AGENDA
A motion by Commissioner Carmody, seconded by Commissioner Peppe to approve the agenda and
consent agenda. Motion passed unanimously.
3a. APPROVAL OF MINUTES
A motion by Commissioner Carmody, seconded by Commissioner Peppe to approve the February
24, 2003, regular session minutes. Motion passed unanimously.
4. COMMISSION CONSIDERATION ITEMS
4a. RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT
AUTHORITY TO ENTER INTO AN AGREEMENT WITH FLIK
INTERNATIONAL CORP., AMENDING AND EXTENDING THE FOOD
SERVICE MANAGEMENT AGREEMENT FOR THE EARLE BROWN
HERITAGE CENTER
Executive Director Michael McCauley discussed that the current agreement with Flik International
Corp., expires on February 28, 2004; and that the resolution would authorize the agreement to amend
and extend the agreement to December 31, 2004; to put on a calendar basis.
04/28/03 -1- DRAFT
RESOLUTION NO. 2003-03 •
Commissioner Niesen introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING THE ECONOMIC DEVELOPMENT AUTHORITY TO ENTER
INTO AN AGREEMENT WITH FLIK INTERNATIONAL CORP., AMENDING AND
EXTENDING THE FOOD SERVICE MANAGEMENT AGREEMENT FOR THE EARLE
BROWN HERITAGE CENTER
The motion for the adoption of the foregoing resolution was duly seconded by Commissioner Peppe.
Motion passed unanimously.
5. ADJOURNMENT
A motion by Commissioner Carmody, seconded by Commissioner Niesen to adjourn the meeting to
a work session at 8:19 p.m. Motion passed unanimously.
President
•
04/28/03 -2- DRAFT
•
EDA Agenda Item No. 4a
ST City of Brooklyn Center
A Millennium Community
To: Mayor Kragness and Council Members Carmody, Lasman, Niesen, and Peppe
From: Michael J. McCauley
City Manager
Date: May 8, 2003
Re: 2nd Amended and Restated Development Agreement
Attached is a letter requesting changes in the Amended and Restated Development
Agreement between the EDA and Talisman regarding the redevelopment of Brookdale.
The basic request is to extend by one year the date by which the total market value of
Brookdale must equal $75 Million for tax purposes. Currently the agreement requires that
value to be reached by August 1, 2003 and be certified for tax purposes as of January 2,
2004. Increment under the current agreement would be available for taxes payable in
2005 through 2009 (5 years). Under the proposed authorization of a 2 nd Amended and
Restated Development Agreement, increment would be available for taxes payable in
2006 through 2009 (4 years). There is no change in the minimum improvements required
and Brookdale is close to the required market values now. Mr. Schlesinger believes that
he will be in a better position on market values after his grand opening this Spring and
the finalization of leasing.
In essence, Mr. Schlesinger ins foregoing 1 year of increment by his request, while still
being obligated to redevelopment the mall as required in the current agreement.
In reviewing the current agreement, which was an Amended and Restated agreement,
there a few places where changes in dates were not incorporated and need to be
conformed to the authorized dates. Examples would be in Exhibit "H" where the
Assessment Agreement date would be before the date of the current Amended and
Restated Development Agreement. The resolution authorizes conforming the documents
to the authorized and amended dates.
6301 Shingle Creek Parkway Recreation and Community Center Phone & TDD Number
Brooklyn Center, MN 55430 -2199 (763) 569 -3400
City Hall & TDD Number (763) 569 -3300 FAX (763) 569 -3434
FAX (763) 569 -3494
www.cityofbrooklyncenter.org
•
TALISMAN COMPANIES
commercial development, leasing & management
�00 San Remo Avenue, Suite 135 • Coral Gables, FL 33146 Tele: (305) 662 -9559 Fax: (305) 669 -9968
April 22, 2003
Mr. Michael J. McCauley
City Manager
City of Brooklyn Center
6301 Shingle Creek Parkway
Brooklyn Center, MN 55430 -2199
Re: Requested Changes in Amended and Restated Development Agreement
Dear Michael:
Based on our recent conversation, we request an amendment to the Amended and Restated Development
Agreement dated January 22, 2001 to reflect 4, rather than 5 years of increment. This change would be
based on amending the Agreement to provide a $75 million minimum value as of August 1, 2004, rather
thank August 1, 2003. This would in turn be reflected in an Assessment Agreement that would have the
value of the mall and anchor stores of $75 million as of January 2, 2005. the net result would be that taxes
payable in 2006 through and including 2009 would be based on a value not less than $75 million. Talisman
would receive increments generated by that value (or higher values if achieved) during the period 2006
e through and including 2009.
In reviewing the Amended and Restated Development Agreement dated January 22, 2001, a number
conforming amendments would need to be made and a typographical error in the original documents
corrected. Those changes would include at least the following:
- Amend Article IV to 2009 (correcting 2007 typographical error) and indicating assessed value
as of January 2, 2005
- Amend 111.5 to January 2, 2005
- Amend Exhibit H to the Agreement to reflect valuation date and increment dates
- Amend Article VI.I to August 1, 2004.
We hereby request you to proceed and present the matter to the City Council for their consideration. As we
have discussed, I hope our request is approved as we performing under our agreement except for the
valuation date and reducing the period during which we would receive increment.
Xo—krs very truly,
e er
Pr sident & C O
JAS:cma
e
C:\ myfiles\ brookdale\Michaelmccauley042203
S Member introduced the following resolution and moved its
adoption:
EDA RESOLUTION NO.
RESOLUTION APPROVING 2 ND AMENDED AND RESTATED
DEVELOPMENT AGREEMENT AND ASSIGNMENT OF THE SAME
WHEREAS, the Economic Development Authority of Brooklyn Center, Minnesota
(the "EDA ") has heretofore entered into An Amended and Restated Development Agreement dated
January 22,2001 (the "Amended and Restated Development Agreement"), by and between the EDA
and Talisman Brookdale, LLC, a Delaware limited liability company (the "Developer ") with respect
to the renovation of the Brookdale Mall (the "Project "); and
WHEREAS, the Developer has requested certain changes to the Amended and
Restated Development Agreement, which changes do not reduce or diminish the Developer's
obligations to construct the minimum improvements; and
WHEREAS, the Developer's requested changes would either clarify existing
obligations or change the date by when the minimum market value for tax assessment purposes must
be met in order to receive tax increment proceeds, while not extending the period during which the
Developer would be eligible to receive tax increment proceeds; and
• WHEREAS, the EDA has previously authorized the assignment of Developer's
interest in the Amended and Restated Development Agreement to Talisman Brookdale Associates,
LLC, a Delaware limited liability company (the "New Developer ") (the "Developer Assignment "),
and the New Developer's assignment of its interest in the Restated Development Agreement to Fleet
National Bank, (the "Lender "), which is making a mortgage loan to finance the Project (the "Lender
Assignment "); and
WHEREAS, authorizing a 2 nd Amended and Restated Development Agreement that
provides for a change in the date by which the required market value will be achieved does not
materially impact the Developer's obligations and would be appropriate
NOW THEREFORE, BE IT RESOLVED by the EDA in and for the City of
Brooklyn Center as follows:
1. The President and Executive Director are hereby authorized to execute a 2 nd Amended
and Restated Development Agreement which incorporates all the terms of the
Amended and Restated Development Agreement dated January 22, 2001 with the
following changes:
•
• RESOLUTION NO.
a. Article IV shall be amended to reflect an assessed value as of January 2, 2005
b. Article III.5 shall be amended to substitute the date of January 2, 2005 for the
date of January 2, 2004
c. Exhibit "H" shall be conformed to the amended dates reflected in the 2nd
Amended and Restated Development Agreement
d. Article VI.1 shall be amended to substitute August 1, 2004 for the date of
August 1, 2003
e. Article IV.1 shall be amended to correct the typographical error of December
31, 2007 and replace that date with December 31, 2008 to conform to the
definition in Article I of Final Payment Date of calendar year 2009
f. Any other changes necessary to reflect the changes in the Developer's
obligations relative to assessed market valuation as of January 2, 2005 or
August 1, 2004 as provided in the foregoing amendments in a. through e. of
this Resolution, but retaining the Final Payment Date of calendar year 2009
and conforming the document to that date for final payment.
• Date President
The motion for the adoption of the foregoing resolution was duly seconded by member
and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
•
RESOLUTION NO.
•
CERTIFICATE
STATE OF MINNESOTA
COUNTY OF HENNEPIN
I, the undersigned, being the duly qualified Secretary of the Economic Development
Authority of Brooklyn Center, Minnesota, hereby certify that the above resolution is a true and
correct copy of the resolution as adopted by the Board of Commissioners of the Economic
Development Authority of the City of Brooklyn Center on May 12, 2003.
WITNESS my hand officially as the Secretary of the Economic Development Authority
of Brooklyn Center this 13` day of May, 2003.
•
Secretary
•
i
s
c^py
AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
BY AND BETWEEN
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
AND
TALISMAN BROOKDALE, LLC
s
This document drafted by:
BRIGGS AND MORGAN (MMD)
Professional Association
2200 West First National Bank
Building
St. Paul, Minnesota 55101
i • w
988288.9
• TABLE OF CONTENTS.
Page
RECITALS...................... ............................... 1
ARTICLE I - DEFINITIONS .......... ..............................2
Section 1.1. Definitions ... ..............................2
ARTICLE II - REPRESENTATIONS AND WARRANTIES .. .... .... .........5
Section 2.1. Representations and Warranties of e
Authority..... ..............................5
Section 2.2. Representations and Warranties of the
Developer .... ............................... 5
ARTICLE III - CONSTRUCTION OF MINIMUM IMPROVEMENTS ............. 8
Section 3.1. Construction of Minimum Improvements ........ 8
Section 3.2. Construction Plans ..........................8
Section 3.3. Commencement and Completion of Construction .9
Section 3.4. Certificate of Completion ...................9
Section 3.5. Daytons Minimum Improvement ................ 10
ARTICLE IV - ASSESSMENT ............................. 11
Section 4.1. Execution of Assessment Agreement .......... 11
• Section 4.2. Real Property Taxes ........................ 11
ARTICLE VDAMAGE, 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. ........................ 17
Section 6.5. Payments to Authority. ................... 18
Section 6.6. Tax Deferrals or Abatements ................18
ARTICLE VII - PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER;
INDEMNIFICATION .... .............................20
Section 7.1. Status of Developer; Transfer of
Substantially All Assets ...... ..............20
Section 7.2. Prohibition Against Transfer of Property
and Assignment of Agreement ................20
Section 7.3. Approvals ..... .............................21
ARTICLE VIII - EVENTS OF DEFAULT . .............................23
Section 8.1. Events of Default Defined ..................23
Section 8.2. Remedies on Default ........................24
• Section 8.3. No Remedy Exclusive ....25
Section 8.4. No Implied Waiver .... ............. ...25
Section 8.5. Agreement to Pay Attorney's Fees and
Expenses...... .............................25
988288.9
, 2
Section 8.6. Indemnification of Authority and City ......25
ARTICLE IX - ADDITIONAL PROVISIONS ............................27
Section 9.1. Restrictions on Use ........................27'
Section 9.2. Conflicts of Interest ......................27
Section 9.3. Titles of Articles and Sections ............27
Section 9.4. Notices and Demands ........................27
Section 9.5. Counterparts .. .............................28
Section 9.6. Law Governing . .............................28
Section 9.7. Expiration .... .............................28
Section 9.8. Provisions Surviving Rescission or
Expiration .... .............................28
EXHIBIT A - Parcel Identification Numbers of Property in
Tax Increment Financing District No. 03 .......... A -1
EXHIBIT B - Legal Description of Development Property........ B -1
EXHIBIT C - Description of Eligible Improvements ............. C -1
EXHIBIT D - Description of Minimum Improvements .............. D -1
EXHIBIT E - Description -of Daytons Minimum Improvements ...... E -1
• EXHIBIT F - List of Eligible Tenants ......................... F -1
EXHIBIT G - Certificate of Completion ........................ G -1
EXHIBIT H - Assessment Agreement ............................. H -1
EXHIBIT I - Form of Tax Increment Note ....................... I -1
EXHIBIT J - Legal Description of Adjacent Development
Property.......... ............................... J -1
EXHIBIT K - Daytons Lease ..... ............................... K -1
EXHIBIT L - Financing Commitment ............................. L -1
988288.9
AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
THIS AGREEMENT, made as of the 22nd day of January, 2001, by
and between the Economic Development Authority of Brooklyn
Center, Minnesota (the "Authority "), a body corporate and politic
organized and existing under the laws of the State of Minnesota
and Talisman Brookdale, LLC, a Delaware limited liability company
(the "Developer "),
WITNESSETH:
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:
•
988288.9
ARTICLE I
DEFINITIONS
Section I.1. Definitions. All capitalized terms used and
not otherwise defined herein shall have the following meanings
unless a different meaning clearly appears from the context:
Agreement means this Agreement, as the same. may be from time
to time modified, amended or supplemented;
Adjacent Development Property 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-Market Value means the agreed minimum
market value of the Development Property for calculation of real
• property taxes as determined by the assessor for the City
pursuant to the Assessment Agreement;
Authoritv means the Economic Development Authority of
Brooklyn Center, Minnesota;
Certificate of Completion, means the certification in
substantially the form attached hereto as Exhibit G and made a
part of this Agreement to be provided by the Authority to the
Developer pursuant to Section 3.4 of this Agreement;
City means the City of Brooklyn Center, Minnesota;
Construction Plans means the plans, specifications, drawings
and related 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;
Countv means Hennepin County, Minnesota;
• Davtoris Minimum Improvements means the remodeling of the
existing Dayton's located on the Adjacent Development Property as
more particularly described on Exhibit E attached hereto;
988288.9 2
• Developer means Talisman Brookdale, LLC, a Delaware limited
liability company, its successors and assigns;
Development Property means the land legally described on
Exhibit B attached hereto;
Eliqible 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;
Eliqible 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 Default means any of the events described in
• Section 8.1;
Final Pavment Date means the earlier of (a) the date all
principal and accrued interest is paid on the Note, or (b) the
Note Payment Date which is the tenth Note Payment Date after the
issuance of the Note; provided that the Final Note Payment Date
shall occur.not later than a date.in calendar year 2009;
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 Pavment Date means 45 days after the City receives the
property tax settlements from the County, commencing with the
first property tax settlement after the date of issuance of the
Note and continuing through the Final Payment Date, provided that
the first Note Payment Date shall not occur earlier than a date
in calendar year 2004;
Proiect 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;
988288.9 3
1
• Tax Increment District, means Tax Increment Financing
District No. 03, the parcel identification numbers of the
property which is included therein are set forth in Exhibit A
attached hereto and qualified as a redevelopment district under
the Tax Increment Act;
Tax Increment Financina 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 an tax increments derived ed 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.
•
988288.9 4
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section II.1. Representations and Warranties of the
Authoritv. The Authority makes the following
w
arranties:
g and
(1) The Authority is a body corporate and
Y P 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 II.2. Representations and Warranties of the
Developer. The Developer makes the following representations and
warranties:
(1) The Developer is a limited liability company duly
organized under the laws of the State of Delaware, 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.
(3) The construction of the Minimum Improvements would not
be undertaken by the Developer, and in the opinion of the
988288.9 5
• 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
S 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.
• (10) The Developer will cooperate fully with the City and
the Authority in resolution of any traffic, parking, public
988288.9 6
• nuisance, or public safety problems which may arise in connection
with the construction and operation of the Project.
(11) The Developer will expend at least $50,000,000 on the
capital costs of construction of the Minimum Improvements,
payments to the owners of the Anchor 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, except that
payments made by Developer to unrelated third parties not to
exceed $7,800,000 for architectural /engineering fees, legal costs
directly related to leasing, construction management, and
construction engineering and inspection will be considered
capital costs of construction for purposes of this section (11).
(12) The construction of the Minimum Improvements has
commenced on or before March 1, 2000, and barring Unavoidable
Delays, the Minimum Improvements will be substantially completed
by August 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, 2003.
• (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 March 1, 2002, and barring Unavoidable
Delays, the Daytons Minimum Improvements will be substantially
completed by March 30, 2003. 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,
2004.
(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.
•
988288.9 7
• ARTICLE III
CONSTRUCTION OF MINIMUM IMPROVEMENTS
Section III.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 III.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
Authority prior to commencement of construction of the Minimum
988288.9 8
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 III.3. Commencement and Completion of Construction.
The Developer has commenced the construction of the Minimum
• Improvements. Subject to Unavoidable Delays, the Developer shall
have substantially completed the construction of Minimum
Improvements by August 15, 2002. Time lost as a result of
Unavoidable Delays shall be added to extend this date beyond
August 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 III.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
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
988288.9 9
. or acts it will be necessary, in the opinion of the Authority,
for the Developer to take or perform in order to obtain such
Certificate of Completion. The Authority shall have the right to
inspect all of the books and records of the Developer to verify
the accuracy of the representations made by the Developer in
Section 2.2(11) and 6.1 hereof.
Section III.5. Davtons 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 March 30, 2003, 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, 2004. 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.
• 1
988288.9 10
i
• AR
i TICLE IV
ASSESSMENT AGREEMENT
Section IV.l. Execution 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 January 2, 2003), 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 IV.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
written consent of the Authority and pursuant to the provisions
of this Agreement.
988288.9 11
•
(2) The Developer agrees that prior to the Termination
Date:
(a) It will not seek administrative review or judicial
review of the applicability of any tax statute relating to
the taxation of real property constituting the Development
Property determined by any tax official to be applicable to
the Development Property or the Developer or raise the
inapplicability of any such tax statute as a defense in any
proceedings, including delinquent tax proceedings; provided;
however, "tax statute" does not include any local ordinance
or resolution levying a tax;
(b) It will not seek administrative review or judicial
review of the constitutionality of any tax statute relating
to the taxation of real property contained on the
Development Property determined by any tax official to be
applicable to the Development Property or the Developer or
raise the unconstitutionality of any such tax statute as a
defense in any proceedings, including delinquent tax
proceedings; provided, however, "tax statute" does not
include any local ordinance or resolution levying a tax;
• (c) It will not seek any tax deferral or abatement,
either presently or prospectively authorized under Minnesota
Statutes, Section 273.86, or any other state or federal law,
of the taxation of real property constituting the
Development Property between the date of execution of this
Agreement and the Termination Date.
(3) The Developer agrees that the provisions set forth in
paragraph (2) above. shall be included in every lease or operating
agreement covering any portion of the Development Property, which
provisions will bind the tenant or operator with respect to such
provisions.
•
988288.9 12
• ARTICLE V
DAMAGE, DESTRUCTION OR CONDEMNATION
Section V.1. Damaae, 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.
•
988288.9 13
• ARTICLE VI
TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY
Section VI.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 the costs of the
Eligible Improvements, the Authority agrees to provide tax
increment assistance to the Developer as further set forth in
this Agreement. The tax increment assistance shall be paid to
the.Developer on a pay-as-you-go basis and the principal amount
g p p o nt
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 6.2 below; provided however, that the Authority shall be
under no obligation to provide any of the assistance contemplated
in this.Agreement or to issue the Tax Increment Note until
satisfaction of the following conditions precedent:
(a) The Developer has prepared and provided a copy to
the Authority of the Construction Plans for the Minimum
Improvements;
• (b) The Developer has obtained all necessary permits,
licenses, and authorizations necessary to commence and
complete the construction of the Minimum Improvements;
(c) The Authority has received evidence satisfactory
to it that, upon substantial completion of the Minimum
Improvements, the Dev 1
P e opment.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
P p h
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) At the time of issuance of the Note, the
Development Property is at least 750 leased to Eligible
Tenants and the Adjacent Property is occupied with Dayton's'
(Marshall Fields), Penny's, Sears, Kohls, and Mervyn's
department stores_ operated by Dayton's, Penny's, Sears,
Kohls, and Mervyn's, or another nationally recognized
•
retailer acceptable to the Authority;
uthority,
988288.9 14
• (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 Minimum Improvements are in compliance with
the planned unit development for the Development Property
(the "PUD"), including but not limited to the parking
requirements set forth in the PUD; and
(k) The Daytons Minimum Improvements are completed and
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.
The Developer acknowledges that these conditions
• must be satisfied on or before August 1, 2003.
Section VI.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 no obligation to apply or
pay the Tax Increments to the payment of the Note any earlier
than 30 days after it has received the Developer's statement
required by paragraph (3) above. Any interest accruing on Tax
988288.9 15
i
• 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.
(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 VI.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 VI.4. Business Subsidv 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
988288.9 16
• District is a "redevelopment" district and
P the public purpose of
the Business Subsidy is to encourage the construction of
necessary public improvements and to redevelop blighted areas and
replace structurally substandard buildings. The Developer agrees
that it will meet the following goals (the "Goals "): It will
create at least 93 full time jobs in connection with the
development of the Development Property at an hourly wage of at
least $7.00 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 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 VI.5. Pavments to Authoritv. 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 6 of
the agreement attached hereto as Exhibit K (the "Daytons
Agreement "). The Developer further agrees that, without the
prior written consent of the Authority, it will not amend the
988288.9 17
• Daytons Agreement or take any other action which would reduce the
amount of the percentage rent set forth in the Daytons Agreement
or take any other action that would reduce the likelihood of such
percentage rents being paid to the Developer.
Section VI.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
988288.9 18
I
• to be abated and shall be deemed to be a a ent o
p ym f principal
under the Note.
•
988268.9 19
• ARTICLE VII
PROHIBITIONS AGAINST ASSIGNMENT AND
TRANSFER; INDEMNIFICATION
Section VII.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 Delaware 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, limited liability company 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 VII.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 an interest therein, or any contract or
agreement to do an of the same, ame, without the P rior 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.
(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
988288.9 20
• 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 occurring, and whether voluntary or
involuntary, shall operate, legally or practically, to
• deprive or limit the Authority of or with respect to
any rights or remedies or controls provided in or
resulting from this Agreement with respect to the
Project that the Authority would have had, had there
been no such transfer or change. In the absence of
specific written agreement by the Authority to the
contrary, no such transfer or approval by the Authority
thereof shall be deemed to relieve the Developer, or
any other party bound in any way by this Agreement or
otherwise with respect to the construction of the
Project, from any of its obligations with respect
thereto.
(iii) There shall be submitted to the Authority
for review and prior written approval all instruments
and other legal documents involved in effecting the
transfer of any interest in this Agreement or the
Development Property governed by this Article IX.
Section VII.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
• 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.
988288.9 21
•
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•
988288.9 22
• ARTICLE VIII
EVENTS OF DEFAULT
Section VIII.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 any interest in the Developer or the
portion of the Project located on the Development Property
• in violation of the provisions of Article VII;
(e) Subject to Unavoidable Delays, failure of the
Developer to observe or perform any other covenant,
condition
obligation or agreement on its part to be
observed or performed under this Agreement, including but
not limited to the provisions of Section 6.4 hereof; or
(f) If the Developer shall
(A) file any petition in bankruptcy or for any
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under the
United 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
filing thereof; or a receiver, trustee or liquidator of
988288.9 23
• the Developer, or of the Project, or part thereof,
shall be appointed in any proceeding brought against
the Developer, and shall not be discharged within sixty
(60) days after such appointment, or if the Developer,
shall consent to or acquiesce in such appointment.
(g) The Holder of any mortgage on the Development
Property, or any improvements thereon, or any portion
thereof, commences foreclosure proceedings or accepts a deed
in lieu of foreclosure as a result of any default under the
applicable mortgage documents.
(h) On any date on or after January 2, 2004, the
combined Market Value of the Development Property and
Adjacent Development Property is less than $75,000,000;
(i) An Anchor Tenant vacates the Adjacent Development
Property and is not replaced by another nationally
recognized retailer acceptable to the Authority within 12
months;
(j) More than 200 of the Development Property is
leased or otherwise occupied by any businesses which is not
an Eligible Tenant;
• (k) Any part of the Development Property is leased in
violation of the covenant in Section 2.2, clause (14)
hereof; or
(i) The precondition set forth in Section 6.1 hereof
to the issuance of the Note are not satisfied on or before
August 1, 2003.
Section VIII.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) days' written notice to the Developer,
but only if the Event of Default has not been cured within said
thirty (30) days, or, if said Event of Default cannot reasonably
be cured within the time, the Developer fails to give assurances
reasonably satisfactory to the Authority that the Event of
Default will be cured within a period of time reasonably
acceptable to the Authority, but in any event not to exceed 90
days;
(a) The Authority may suspend its performance under
this Agreement until it receives assurances from the
Developer, deemed adequate by the Authority, that the
Developer will cure its default and continue its performance
'under this Agreement.
• (b) The Authority may cancel and terminate the
Agreement.
988288.9 24
• (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 VIII.3. No Remedv 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 VIII.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 VIII.5. Agreement to Pav Attornev'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, the
Developer agrees that it shall, on demand therefor, pay to the
Authority or City the reasonable fees of such attorneys and such
other expenses so incurred by the Authority or City.
Section VIII.6. Indemnification of Authoritv and Citv.
(1) The Developer releases from and covenants and agrees
that the Authority and the City, their governing body members,
officers, agents, including the independent contractors,
consultants and legal counsel, servants and employees thereof
(hereinafter, for 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
from the actions or inactions of the Developer (or if other
988288.9 25
• 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.
•
988288.9 2 6
• ARTICLE IX
ADDITIONAL PROVISIONS
Section IX.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 IX.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 inwhich 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 IX.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 IX.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
The Authority agrees to provide a copy of any notice sent to
the Developer to Fidelity Investments at the address set forth
below, provided that failure to copy Fidelity Investments on any
notice to the Developer shall not preclude or delay the Authority
from exercising any of its remedies under this Agreement:
• Fidelity Management Trust Co.
82 Devonshire Street, E -15E, Boston, MA 02109
Attn: Thomas P. Lavin
988288.9 27
•
(b) in the case of the Authority is addressed to or
delivered personally to the Authority at:
Economic Development Authority
of Brooklyn Center, Minnesota
6301 Shingle Creek Parkway
Brooklyn Center, Minnesota 55430
ATTN: Executive Director
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 IX.5. Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall constitute one
and the.same instrument.
Section IX.6. Law Governina. This Agreement will be
governed and construed in accordance with the laws of the State.
Section IX.7. Expiration. This Agreement shall expire on
the Termination Date unless earlier terminated or rescinded in
• accordance with its terms.
Section IX.8. Provisions Survivina 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.
Section IX.9. Supercedina Effect. The provisions of this
Amended and Restated Development Agreement shall supercede and
replace the provisions of the Development Agreement dated January
22, 2000, by and between the Authority and the Developer as of
the date of this Agreement.
•
988288.9 28
3
• IN WITNESS WHEREOF, the Authority has caused this Agreement
to be duly executed in its name and on its behalf and the
Developer has caused this Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.
BROOKLYN CENTER ECONOMIC
DEVELOPMENT AUTHORITY
BY
Its Pr ident
By
Its Executiv irecto
•
This is a signature page to the Amended and Restated Development
Agreement dated January 22, 2001, by and between the Economic
Development Authority of Brooklyn Center, Minnesota and Talisman
Brockdale, LLC.
•
988288.9 2 9
•
TALISMAN BROOKDALE, LLC
By
It general 4 e3j�
By
Its /(per
This is a signature page to the Amended and Restated Development
Agreement dated January 22, 2001, by and between the Economic
Development Authority of Brooklyn Center, Minnesota and Talisman
Brookdale, LLC.
i
•
988288.9 3
• STATE OF MINNESOTA )
ss
COUNTY OF HENNEPIN )
LIA The foreg I ng e instrument was ackno edged fore me this
day of 2001, by p��� and
the President an t e Execu ve Director
respectively, of th Economic Development Authori y of Brooklyn
Center, Minnesota.
J r [
Notar` Public
a
MARIA L. ROSENBAUM
NOTARY PUBLIC - MINNESOTA
;.. MY Commission Expires Jan. 91.2005
• er
■
988288.9 3 1
STATE OF MlFN 6TA )
ss
COUNTY OF D , J -e )
The foregoing instrument was acknowledged before me this
day of 01r sir- 2001, by the
of the general partner of
Talisman Brookdale,' LLC, a Delaware limited liability company.
�1 l l �
Notary Public
•
988288.9 32
• EXHIBIT A
Parcel Identification Numbers of Property
in Tax Increment Financing District No. 03
SITE A (Brooklyn Boulevard /69th Area)
27- 119 -21 -33 -0005
27- 119 -21 -33 -0007
27- 119 -21 -33 -0008
27- 119 -21 -33 -0010
27- 119 -21 -33 -0011
27- 119 -21 -33 -0012
27- 119 -21 -33 -0013
27- 119 -21 -33 -0014
27- 119 -21 -33 -0016
27- 119 -21 -33 -0017
27- 119 -21 -33 -0018
27- 119 -21 -33 -0019
27- 119 -21 -33 -0020
27- 119 -21 -33 -0021
27- 119 -21 -33 -0022
27- 119 -21 -33 -0023
27- 119 -21 -33 -0024
• 27- 119 -21 -33 -0025
27- 119 -21 -33 -0026
27- 119 -21 -33 -0027
27- 119 -21 -33 -0028
27- 119 -21 -33 -0046
27- 119 -21 -33 -0047
27- 119 -21 -33 -0048
27- 119 -21 -33 -0049
27- 119 -21 -33 -0050
27- 119 -21 -33 -0051
27- 119 -21 -33 -0052
27- 119 -21 -33 -0053
27- 119 -21 -33 -0054
27- 119 -21 -33 -0056
27- 119 -21 -33 -0057
27- 119 -21 -33 -0058
27- 119 -21 -33 -0059
27- 119 -21 -33 -0060
27- 119 -21 -33 -0061
27- 119 -21 -33 -0062
27- 119 -21 -33 -0063
27- 119 -21 -33 -0064
27- 119 -21 -33 -0065
27- 119 -21 -33 -0066
27- 119 -21 -33 -0067
• 27- 119 -21 -33 -0069 _
27- 119 -21 -33 -0080
27- 119 -21 -33 -0099
27- 119 -21 -34 -0008 28- 119 -21 -41 -0124
988288.9 A -1
28 119 -21 -41 -0125
28- 119 -21 -44 -0001
34- 119 -21 -21 -0003
34 119 -21 -21 -0004
34- 119 -21 -21 -0005
34- 119 -21 -21 -0006
34 119 -21 -21 -0007
34 119 -21 -21 -0008
34 119 -21 -21 -0009
34 119 -21 -21 -0020
34- 119 -21 -21 -0021
34- 119 -21 -21 -0022
34- 119 -21 -21 -0023
34- 119 -21 -21 -0027
34- 119 -21 -21 -0028
34- 119 -21 -21 -0029
34- 119 -21 -21 -0030
34- 119 -21 -21 -0031
34- 119 -21 -22 -0007
34- 119 -21 -22 -0008
34- 119 -21 -22 -0009
34- 119 -21 -22 -0010
34- 119 -21 -22 -0011
34- 119 -21 -22 -0012
• 34- 119 -21 -22 -0015
34- 119 -21 -22 -0016
34- 119 -21 -22 -0017
34- 119 -21 -22 -0018
SITE B (Brookdale Area)
02- 118 -21 -13 -0024
02- 118 -21 -13 -0025 02- 118 -21 -23 -0015
02 118 -21 -13 -0026 02- 118 -21 -23 -0016
02- 118 -21 -13 -0027 02- 118 -21 -23 -0017
02- 118 -21 -13 -0028 02- 118 -21 -23 -0019
02- 118 -21 -23 -0021 02- 118 -21 -41 -0015
02- 118 -21 -23 -0022 02- 118 -21 -41 -0016
02- 118 -21 -24 -0019 02- 118 -21 -41 -0017
02- 118 -21 -31 -0055 02- 118 -21 -41 -0018
02 118 -21 -31 -0056 02- 118 -21 -41 -0019
02- 118 -21 -32 -0008 02- 118 -21 -41 -0020
02- 118 -21 -32 -0009 02- 118 -21 -41 -0021
02- 118 -21 -32 -0010 02- 118 -21 -41 -0022
02- 118 -21 -32 -0011 02- 118 -21 -44 -0026
02- 118 -21 -32 -0012 02- 118 -21 -44 -0030
02- 118 -21 -42 -0004 02- 118 -21 -44 -0032
0 2 - 118- 21 -42- 003102 - 118 -21- 02- 118 -21 -44 -0033
42 -0032 02- 118 -21 -44 -0034
• 02- 118 -21 -42 -0033 _ 10- 118 -21 -11 -0010
02- 118 -21 -42 -0034 10- 118 -21 -11 -0011
02- 118 -21 -42 -0035 10- 118 -21 -12 -0056
02- 118 -21 -13 -0011 10- 118 -21 -12 -0057
988288.9 A -2
• 02 118 -21 -14 -0001 _
10- 118 -21 13 -0003
02- 118 -21 -14 -0019 10- 118 -21 -13 -0006
02- 118 -21 -14 -0021 10- 118 -21 -13 -0042
02- 118 -21 -14 -0022 10- 118 -21 -13 -0051
02- 118 -21 -14 -0024 10- 118 -21 -13 -0059
02- 118 -21 -14 -0026 10- 118 -21 -13 -0060
02- 118 -21 -14 -0030 10- 118 -21 -13 -0061
02- 118 -21 -14 -0032 10- 118 -21 -13 -0062
02- 118 -21 -14 -0034 10- 118 -21 -13 -0063
02- 118 -21 -41 -0001 10- 118 -21 -13 -0064
02- 118 -21 -41 -0002 10- 118 -21 -13 -0065
02- 118 -21 -41 -0013. 10- 118 -21 -13 -0066
02- 118 -21 -41 -0014 10- 118 -21 -13 -0067
02- 118 -21 -13 -0029 10- 118 -21 -13 -0068
SITE C (Willow Lane /252 Area)
35- 119 -21 -13 -0006 35- 119 -21 -22 -0010
35- 119 -21 -13 -0011 35- 119 -21 -22 -0011
35- 119 -21 -13 -0012 35- 119 -21 -22 -0051
35- 119- 21 -13 -0013 35- 119 -21 -22 -0052
• 35- 119 -21 -13 -0019 35- 119 -21 -23 -0001
35- 119 -21 -13 -0020 35- 119 -21 -23 -0002
35- 119 -21 -14 -0008 35- 119 -21 -24 -0003
35- 119 -21 -14 -0011 35- 119 -21 -24 -0004
35- 119 -21 -22 70005 35- 119 -21 -24 -0005
35- 119 -21 -22 -0007 35- 119 -21 -41 -0003
35- 119 -21 -22 -0008 35- 119 -21 -41 -0008
35- 119 -21 -41 -0014 36- 119 -21 -24 -0046
35- 119 -21 -41 -0015 36- 119 -21 -24 -0047
35- 119 -21 -41 -0018 36- 119 -21 -31 -0011
35- 119 -21 -41 -0019 36- 119 -21 -31 -0014
35- 119 -21 -42 -0003 36- 119 -21 -31 -0016
35- 119 -21 -42 -0006 36- 119 -21 -31 -0017
35- 119 -21 -42 -0010 36- 119 -21 -31 -0045
• 36- 119 -21 -13 -0008 36- 119 -21 -32 -0002
36- 119 -21 -13 -0009 36- 119 -21 -32 -0006
988288.9 A -3
• 36- 119 -21 -13 -0010 36- 119 -21 -32 -0010
36- 119 -21 -13 -0011 36- 119 -21 -32 -0013
36- 119 -21 -13 -0026 36- 119 -21 -32 -0056
36- 119 -21 -13 -0027 36- 119 -21 -32 -0059
36- 119 -21 -13 -0029 36- 119 -21 -32 -0065
36- 119 -21 -13 -0030 36- 119 -21 -32 -0056
36 36- 119 -21 -42 -0007
36- 119 -21 -13 -0032 36- 119 -21 -42 -0008
36- 119 -21 -13 -0033 36- 119 -21 -42 -0009
36- 119 -21 -13 -007 - _
9 36 119 -21 -42 0010
36- 119 -21 -13 -0080 36- 119 -21 -42 -0011
36-119-21-13-010 36-119-21-42-0012
36- 119 -21 -13 -0107 36- 119 -21 -42 -0013
36- 119 -21 -13 -0108 36- 119 -21 -42 -0015
• 36- 119 -21 -13 -0110 36- 119 -21 -42 -0016
36- 119 -21 -13 -0111 36- 119 -21 -42 -0017
36- 119 -21 -13 -0112 36- 119 -21 -42 -0018
988288.9 B -2
• EXHIBIT B
Legal Description of Development Pro ert
P P Y
[Insert legal description of the Center Mall Property]
Brookdale Mall - Registered Land Survey No. 1469 Tract A
as on file with the Registrar
of Titles in Hennepin County
Brookdale Mall - Registered Land Survey No. 1469 Tract B
as on file with the Registrar
of Titles in Hennepin County
Brookdale Mall - Registered Land Survey o. 1614
y Tract A
as on file with the Registrar
of Titles in Hennepin County
P _
enney s TBA Registered Land Survey ey No. 1469 Tract D
as on file with the Registrar
of Titles in Hennepin County
•
•
988288.9 B -3
01 /},{/00 FRI 16 :30 FAX 305 6629616 TALISMAN COMPANIES LLC
01.
ExM=C
DESCII> nox OF ELIGIBLE MMOVVaM .
Doc B26
The f"no""* are imps scheduled to be included in the
I Pm1� that would nest be ��� of the ilrooWe Cater
o°�y be as part of the renovation prigwt
. �gaisMibns: .
ad of Tray C from Mcq= of Caton is for the adcraioaal land required to Consh the tivat new
PUrChM r of Tract D from Mavyaa of &Sfocaia for the ad(Wonal land re *ed to coasbuct the 10,000 SF
94= oa Center on Tract D.
Pureha9e of the ].C.PPN>•ly Wit ft to allow for the demoStioa of the TBA,
Un�8 use for the and to control the
OEfsite: .
Innab a new fta& Sww w4v= st the 56 avenue emnmce to the sits if required by city.
Site & Bad Demandan:
! The egg T -C PENNY eoto N
cawtar 6w7duug will be demolished.
The
west arat
�8 resa116in'ldiag of SEARS wfi! be demoSabad s4 that
the area
reds can be
+ toommodate new retasl, restaurant and food count ar=
SkAOM
of aastmg buR4!mg caag and atcnatucal systems to allow for the construction of new ,
Demolition of existing U*k 1u,=8 lot area to accommodates the new west
i alone wrth the assoasad za �ommodate the new expansion grades, expaasroa
1 oval of the asbestos coMming mataiah from the tenant apace sad the common areas,
utmdcs
Reama CCMCr of the 44 stiog uOtles around the west end sad the new .North aide entrance to accommodate the
IvAnept CTOnscoa mad to rcPb a older savica in these arm
the arising storm sewer fines that am+eatiy &-Amp &=4 into Shhwe Creels mad reroute the
I= amh mew pipi ad amuarra to the North side starmwater
manhole to nee„ antes P system sam Route 100. o
B $'lae Sft system
and h=n a eomplea addremMe fire alum system that wM include the lndividm! tempt
1 1 4P and install a complete system for smoke ewanzdoa system for the raalC common ems spaceL
Provisions for tlae Cdauat mad supplyr are for the $mall aafi r tamnt spaces,
1
• u �
EXIMIT D
DESCRIPTION OF MINIMUM IMPROVEMENTS
Reconfiguration of the existing space, demolition of the northwest comer, and improvements in the
Brookdale Mall as described below. The scope of improvements and use of materials shall equal or
exceed the materials and improvements as described in the Project Manual for Brookdale Center
Additions and Renovations prepared by the Architectural Alliance and dates Apra 21, 1999 and the
Tenant Design Criteria dated December 22, 1999, both documents being on fie in the City of
Brooklyn Center. The Project Manual for Brookdale Center Additions and Renovations prepared
by the Architectural Alliance and dates )►pr?l 21,4999 and the Tenant E�esign Criteria dated
December 22, 1999, and the items describe.;i in this Exhibit "D" shall be used by the City for
purposes of reviewing the plans and specifications pursuant to Section 3.2 of this Agreement
* As revi.sed - December 15, 2000
** As revised - December 15, 2000
I
•
• EXMTT D
DESCRIPTION OF MINIMUM IMPROVEMENTS
Doc.B26
The following is a brief description of the minimum improvements that are contemplated as part of the
redevelopment of Brookdale Center.
A. Deleted by agreement of parties.
B. Existing Center Common Mall Areas:
1. East Mall:
a) Demolition of portions and refinish other areas of the existing ceiling system.
b) Install new skylight system.
c) Install new hard ceiling and lighting system
d) Install new column enclosures and tile finishes.
e) Install new tenant demising piers as required and refinish existing to the new design and finishes.
f) Install new hard floor tile and base
g) Paint all existing and new drywall surfaces.
h) Revise existing heating and cooling system to new ceiling configuration.
i) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units. -
• j) Install underground water and sanitary sewer to new kiosk locations
k) Provide the Kiosks and Retail Merchandising Units.
1) Install interior landscaping
2. Arcade ( Mervyn — J.C. Penny) Mall:
a) Existing ceiling system to remain and be repainted to new d6cor.
b) Install new column tile finishes.
C) Refinish existing neutral piers with new ceramic tile and paint.
d) Install new hard floor tile and base
e) Paint all new and existing drywall surfaces.
f) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
g) Provide the Kiosks and Retail Merchandising Units.
h) Install interior landscaping
3. Central Mall:
a) Demolition of portions and refinish other areas of the existing ceiling system.
b) Install new skylight system.
c) Install new hard ceiling and lighting system
d) Install new column enclosures and file finishes.
e) Refinish existing neutral piers with new ceramic tile and paint.
f) Install new hard floor tile and base
g) Install underground electrical service and telephone conduit for new kiosks and retail
merchandising units.
h) Install underground water and sanitary sewer to new kiosk locations
i) Provide the Kiosks and Retail Merchandising Units.
• j) Paint all new and remaining drywall surfaces.
k) Revise existing heating and cooling system to new ceiling configuration.
• 4. South Side Lane adjacent to J.C. Penney
a) Refinish existing common area hard ceiling systems
b) Paint all drywall surfaces.
c) Refinish existing neutral piers with new ceramic tile and paint.
d) Install new hard rile flooring and base.
e) Install interior landscaping
C. New Construction:
1. West End Addition (North of SEARS)
a) Demolition of the existing building including the tenant spaces, common area and entrances
b) Demolition of the mall maintenance and storage building.
c) Perform asbestos abatement of the existing building area.
d) Install new structural steel framing for addition.
e) Install new metal roof deck.
f) Install new roofing system
g) Install new entrance facade E.F.I.S. materials.
h) Install new entrance doors including handicapped access door equipped with assist operators
i) Install new Brookdale exterior signage.
j) Install new Food Court exterior signage
k) Install new common area hard and acoustical ceiling systems
l) Install new lighting and cove lighting systems.
m) Install new HVAC systems for the added areas.
n) Install new wall finishes of drywall and finish paint.
o) Install underground electrical service and telephone conduit for new kiosks and retail
• merchandising units.
p) Install underground water and sanitary sewer to new kiosk locations
q) Provide the Kiosks and Retail Merchandising Units.
r) Install new tenant neutral piers.
s) Install new hard tile flooring and base.
t) Install under slab utilities for future fountain feature in mall court area.
u) Install interior landscaping
v) Construct food court tenant spaces
w) Construct a food court with interior special finishes
x) Furnish the food court with necessary tables and chairs.
y) Construct common area toilet rooms adjacent to the Food Court area.
Z) Enlarge the electrical service to accommodate the expanded area.
aa) Provide special exterior finishes at the Barnes & Noble mini -anchor space.
bb) Install a new 750 KW emergency generator system for the fire alarm system and for smoke
control.
2. North Side Entrance (adjacent to Dayton's)
a) Demolition of existing mall entrance
b) Install new structural steel framing for addition.
c) Install new metal roof deck.
d) Install new roofing system
e) Install new entrance facade of E.I.F.S material.
f) Install new entrance doors.
g) Install new Brookdale exterior signage.
h) Install new common area hard and acoustical ceiling systems
i) Install new lighting and cove lighting systems.
• j) Install new HVAC systems for the added areas.
k) Install new wall finishes of drywall and finish paint.
1) Install new tenant neutral piers in new construction area.
m) Refinish existing neutral piers with new ceramic file and paint.
• n) Install new hard tile flooring and base.
o) Install interior landscaping
3. South Side Lane Entrance (adjacent to Dayton's)
a) The approved expansion area is designated as a future large box tenant
b) Refinish existing common area hard ceiling systems
c) Paint all drywall surfaces.
d) Refinish existing neutral piers with new ceramic tile and paint.
e) Install new hard tile flooring and base:
f) Install interior landscaping
D. General Interior Building Work and Systems Upgrades
a) Install a new fire alarm system for the common area
b) Install the new fire alarm system to accommodate all existing tenant spaces to be connected as the
tenants perform a remodeling of their spaces.
c) Install "Quick Response" type sprinkler heads throughout the mall and in all new tenant spaces.
d) Require that all tenants in existing spaces install Quick Response type heads in their tenant spaces
during their renovation of the space.
e) Perform asbestos abatement in the Central and East Courts as determined by the environmental
consultant.
f) Perform asbestos abatement prior to any tenants beginning new construction in the existing tenant
areas,
E. Site Work
a) Perform site excavation, fill and grading in the new construction areas.
• b) Perform site paving, striping and signage in the new construction areas.
c) Install new light standards in new construction areas to conform to the revised building layout.
d) Install new sidewalks and curbs in the new construction areas.
e) Install new landscape and irrigation in the new construction areas.
f) Relocate all existing gas, electric, sanitary and storm lines to accommodate the new construction
areas.
g) Remove all existing utilities from within the new building pad areas.
h) Relocate the existing mall fuel oil tank to accommodate the new North side construction area
adjacent to Dayton's.
i) Perform demolition of the existing J.C. Penney automotive building (TBA).
j) Construct new pavement and parking spaces in the TBA area.
k) Install a new 42" storm sewer line and manholes to accommodate the capture of the East paved
area storm water and tie it into the existing storm water management manhole and system.
END
•
• EXHIBIT E
DESCRIPTION OF DAYTON'S N1IM UM IMPROVEMENTS
The following are the minimum improvements that are expected to be performed by
Dayton's in the remodeling of the store. The Dayton's intent is to redesign the entire store
for the re- merchandising and reconfiguration of the store in order to update the store to.
current Dayton's standards as included in their other local stores.
Replace and refurbish existing lighting to the new store layout design.
Construct new partitions and modify adjacent construction as required by the new store
design.
Painting and new wall covering materials on walls and columns to the new store design.
Remove existing floor materials and replace with new hard floor materials as part of the
new store design.
Install all new electrical and mechanical to. current code requirements.
Furnish and install all new store merchandising and counter fixtures to the new store
design.
Revise the HVAC system distribution as required by the new store design.
Revise the building to comply with the current code requirements as applied to the new
• work required by the new store design.
Doc.bdc0017
i
• EXHIBIT F
LIST OF ELIGIBLE TENANTS
The eligible tenants set forth in this Exhibit F 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.
Developer will be allowed up to 10,000 square feet of fast food actual tenant space to be located in the food court area,
ace being counted a, out such
tenants and
sP g d for purposes of th
p rp a limit on the percentage tage of space occupied by eligible tenants set forth i
8.1.(j) of this Agreement. n Section
Eligible tenants, on to those tenants specifically en � in addition P y on this Exhibit F, for the 2 aces of
spaces approximately 24 75
square feet P y 0 and
25,430 s
q currently planned for Old Navy and Barnes & Nobles will include, for those aces only, follow
� � sP y, owin : Border
B re a
Walden y
category space, the City will not unreasonably withhold consent fora
> tano, Galyan s, Dick's, ProBass Best Bu Circuit City, JoAnn Fabrics Bed B mi a Beyond. For that specialty
specialty retailer/category /
or better than P h' r category dominant store of a quality equal to
those listed in tY q
� this paragraph as eligible tenants for those 2 spaces of approximately pproximately 24,750 and 25, 430 square feet.
Retail Tenant Selection List (Additions)
Company /Operating Name Regional Mall Retail Classification
American Greetings X Cards/Stationary
Carlton Cards*
CCI Wireless* X Cellular phone service
Charlotte Russe X Women's apparel
Children's Place X Children's apparel
Deb Shops X Women's apparel
Eyecare Centers of America X Optical /Service
Vision World*
• Gadzooks X - Men's/women apparel
Golden Razor* X Beauty Salon/Barber
Hoff Jewelers* X Fine Jewelry
Illuminations X Gifts/cards '
Magic Nails* X. Service
Minnesota Moments X Ddcor /collectibles
Parade of Shoes X Shoes
Piercing Pagoda* X Accessories/costume jewelry
PNC BANK (ATM) X Financial
RadioShack* X Electronics
Rave X Women's apparel
Repp Premier X Men's apparel
Select Comfort X Home Furnishings
Sterling Jewelers X Fine Jewelry/Watches
Goodman's
Jared Galleria
Kay's
LeRoy's
Sunglass Hut X Accessories
Venator Group X Apparel /shoes
Footlocker*
Lady Footlocker*
Kid's Footlocker
Champs*
Wet Seal Corporation X Women's apparel
Contempo Casuals*
Wooden Bird X Gifts/cards
Yankee Candle X Gifts/cards
• RETAIL TENANT SELECTION LIST
Regi onal
Company /Operating Names Mall Rdatl Clanificadon
A Sulks & Company Ltd. X Mm's apparel
(Division of Vendome Group) X
Sullra X
Abercrombie dt Fitch, Inc. X ChOdreds apparel, womeds app md, mods apparel
Abercrombie dt Fisch X
ab-- rombie X
Afterthoughts X A essoridcostuma Jewelry
(Division of Vem or Group, Ina) X
Alfred Dunhill X Accessori es/ a jewelry. mm's apparel, Sneiewelry/wauhes,
. (Division ofDuohsM Holdings) X Indu r/luggage
APs Farm Toys X Farm Toya
American Eagle Outfitters X Mods apparel, womens apparel
(Division of sebonanswa Stores Corp.) X
Ameritech Cellular Services Cdbdar phone services
Anderson Formal Wear X Bridavtormalwar
Andre Boudin Bakeries, Inc. X Baiaies/b.gets/pretrsh
AnnTaylor, Inc. X women's appard
AmTaylor x
APplebee's International, Inc. X Restamantslbas
Apple -* Neighborhood Grill dt Bar X
• Rio Bravo Cantina X
Aropl, Inc, X Cutlery/ dW— war%hourewaredsmall appHances
(Division ofHoma RotQ Raiding, Ise.) X
Rd ftg Pit Kitchen Emporium X
Ashley Stewart Limited X Women appard
PAsim of Urban Brands, Ina) X
Ashley Stewart Woman X
Body & Sod X
Mariame's X
Snares X
Associated Hosts, Ise, X Reswaana/ba:
(Division of BII. (USAF hr-), X
Bombay Blcyele Club X
June's Place X
Smuggler's Inn X _
Wad Cat Brewing Company X
Athletic Shoe Market X shoes, sporting gooda/athledo weer
Au Bon Pain Corporation X Batoerieslbagels/pratzels, fast food, _.. a
An Ban Pain X
Clwim X
Aurelio's Pisa, Inc. X Rmmnsnutbars
Austad's X Golf
Authentic Fitness - Speedo X Exar so apparel
Aveda Corporation X Ca=cd slbody twelltagranee
The Ave& Elmmomeow Lifestyles Stan X
Babbages, Eta X Compumrs/aoftwaa, deenadas
• Babbage's -_ X
Game Stop X
Planet X X
Software, Etc. X
Baby News Children's Department Store X Cht'Idrea's apparel, &O wrdbeda. myslgamesMdeo games
X - Will locate In a regional mall, `,G' Y
Page 1 � ,
• Bacbman s X Irlovrers
Bachrach Clothing, Inc. x Mews apparel .
Back Bay.Ratimurant Group X Resmumo/baa
Abe d: Louies X
Charley's Fades & Drinking Saloon x
Famous Atlantic Fah x
I.C. Hmary's X
Joes Amerim Bar & MM x
Papa Rani x
Bally Retail, Inc, X Lem6muggage. shoes
(Division of Bally, tae.) x
Bammi Enterprises X Aceatoriesfeastime jmvIty, womeds appmel
Bammi X
Barcelino Continental Corporation _ X mmw*vmeds Apparel
Barnes & Noble, Inc. X Book stores
B. Daitoa x
Barnes do Noble x
ink x
. Baskin - Robbins USA, Co. X CandAce cream/yogurt
(Division of Allied Domeeeq Rdatliag USA) x
Bath & Body Works X CosmeticsPoody wd&agranees
(Division of Iotimam Brands. Ina.) X
BC Clothing Co. X women's apparel
Cottoo Island X.
• Sheathe X
- Bed Bath &Beyond. Inc. X Bed dt bath linens, bona deeodlamps/draprs. eutlenyBdtcheaware
Bed Be* It Beyond X .
Chef central X
Ben & Jerry's Homemade Inc. X Candy/ince creamlyagurt
Benchwarmer Bob's X Rrs
Benetton Services Corp. X Chr'ldoWs/men's/wousas apparel .
(Division of Benetton Group, S.P.A.) X
United Colours ofBeaetton X
Bem'hana, Inc. X ReataoaoWbars
Bdeihma x
Sushi Domku X
Bentleys Luggage Corp. X L- dmmluggago
Bendy's Luggage & Gifts X
Bon Voyage Luggage do Gifts X
1Cipani X
Bernmr, Inc, x Aceaw k*ostww jewelry. wameda/tmds apparel, shoes
Beaini x
Bernini sports x
Bnrtoa's x
Moulded X
Moscum X
Shaun Stein X
Bigsby & Kruthers X Mm's appard
Bigsby & Kndhtm X
Blockbuster Entm tainmem Group X Video mo al/seles -
• (Division of Viacom lac.) X
Blockbuster Video X
Nickelodeon X
Bloomingdale's X Deperwimt story
(Division of Federated Depulment Stores, Inc.) X
X - Will locate in a regional mall.
Page 2
• Bobby u ' ' '
y bmo s Place for Ribs X �
Bobby Rubinds BBQ Expels X
Bobby Rubino': Place for Ribs X
Books- A-lViillion, Inc. X Book stores '
Bookland X
Boom dt Co. X
Boom A Milliap X
Jae Muggs Newstand X
Borders Group,-Inc. X Coffee bsrsljuice bars, book mom eds/mudeltsp s
Borders X
Waldenbooks X
BoRies Haircare X Beauty selon lbsrbcrs
BoRia Hairears X
Cuts Deluxe X
Braude Jewelry Corp, X Fine Jeweiryhwtches
Arnutron` Diamond Carden X
Page Jewelers X
Braun's Fashions Corporation X women's apparel
Brat ma X
CMstopbw dt Banks . .
Brinker International X Regauninwbars
Big Bowl X
Chips QM & Bw X
Chr'll's Too X
• Carnet Bakery X
Cu7mais X
cams X . .
Mawiaao's Little Maly X
On The Border Cafe X `
Romano': Macaroni GM _ X
Wildfire X
Britches of Georgetowne X Apparel
Broadway Stations Restaurants Inc. Restaeranrb.rs
Broadway pier
Broadway Station :
Brodkey Jewelers Inc, X Fine JewelryAvatcbes
Brooks Brothers X ChOdren'shnaedwamea's appsrd
(Division of Marks do speacerpia) X
Brooks Brothers X
Brown's Shoe Fit Co., Inc. X ye
Brueggers Corporation X Bakerioslbagels/pretzals
B rueggers Bagel Bakery X
Buca di Beppo, Inc. Resb,aanbAam
Butterfieids Development, Inc. X
Cache, Inc. X women's sppard
Cabe X
LtMW Rubin X
Cacique X
Caffe Classico Foods X Bakerieslbageislpretxds
Cane CbtiUM X
• Galato Clauieo X
California Cafe Restaurant Corp. X Restaurarnslbars
Alcatraz Brewing X
Blaekhawk 0n11e X
Cafe Del Rey X
Xr Will locate in a regional ma1L f jJ
Page 3 %`?
California Cafe Bar dt Grill )(
Napa Valley Grine X
California Pisa Kitchen X
(Division of Brudmaae, Rosa, Shah, a Cc, 1=) X
CPK ASAP X
California Plan Kitciwt X
Camelot Music Holdings Inc. X CDslmtasidtapes
(Division of Invateorp) x
Camelot Mosic X
Spee's Mosie X
wall Music X
Candleman Corp. X Cacd1c;
Candy Express Franchising Inc. X CaudyAnce cmamlyosort
Caribou Coffee Company, Inc, X Coffee bus/juice ban
Carmike Cinemas X Movie theaters
Cannike X
Hollywood Connection x
Wynm < X
Carson Pine Scott Co. X FurnitumUds, dep ubac rt stall
(Division of Saks laeotporated) X
Bagnees X
Boston store Furniture Gallery X
Boston stares X
Carson Furniture Gallay X
• Canon Pixie Scott x
Cartoon Cuts, L.P. X Beauty:.lats/6aibaa
Cashmere House X Clu'ldren s/men stwomerh apparel, have daornamps/drapes
TSE X
Casual Corner Group, Inc. X womer'a appard
(Division of La Leonardo Finarraaria SrL) X
August Max woman X
Casual Comer x
Casual Canerwoman X
Petite sophisticate x
Central South Music Salt, Inc. X rns/mmtdtspes
Music 4 Less x
Sound shop x
Central States Theater
Corp. X Movie thcatm
Champps Entertainment, Inc. itaatuantAmn
(Division of Unique Casual Restaurants)
Champps Americans,
Charley's Steakery X RestatrartsAws
(Division of Gosh Eogxlsa Ioc,) X
Chevy's Mexican Restaurants X Rmamarts/b.n
(Division of J.w. Gilds Equity farmers) X
Chavy's Fresh Mex X
Fuzio x
wrapwodo X '
Chico'sFAS,Inc. X Aceessodeslwtmm3ewby.— Mesappuet
Chocolate Soup, Inc. X Cbildmds apparel
Christian Bernard Stores Corp. - X Flea Jeweiry/wawtes
• Church's English Shoes, Ltd. X shoo
Cinema Grill X Restaurants/bars, movie theaters
Claire's Accessories, Inc. X Aeensoricslcastume jewelry
Accessory Place X
X - Will loato in a regional mall.
Pane 4 1 /i1
Claires Acc V
Dan Michelle' x
The Icing X
Topbpi X '
Coach Stores X Aecessories/co:tiume jewatry, lesthedinggage
Coffee People, Inc. Coffee bus/juicaban
Coffee People
Coffee Planudon
Gloria Leads
Cole Vision Corp. X Opdeaveyewear. .
(Division of Cola National Capw don) X
Pearls Vision x
Sears Optical X
Colonel Days X womeds/mea's apparel
Colonel Day's x
sagebrush x
Concads, Inc. X wands apparel
Conrad Mademolselis X
Maas MademoiseUa x '
Cooper & Co., Inc. X Free jeweWwatcbes
Coopoes wawrworb * x
Coopoes Watahwodd X
Country Visions x Cuday/idtebeaware, been decoolazopstdrapm off prkdoutid
Country autter X seasonal (temp lease)
sluda's clams X
County Seat Stores, Ina X Wmuea'r/neds app.rd
county sea X .
Mw Old Farmer's Ahnsoae Genera! stmt X
Crabtree & Evelyn, Ltd. X Cosmed«/body cardt}astanees
Crate and Bartel X China/glassware, cuderyAritchenware, bona deeod arops/drapes .
(Division of Eure Market Designs, Inc.) X
Crown Books Corp. X Boot stores
(Division ofRiehfood Holdings, Ike.) x
Crown Boob x
Super Crown Boob x
Cutco Industries, Inc. X Seuty:.taoybarba,
Frees style x
�+ X
X
Nadsse X
D.O.C. Optics Corp. X Opdaveyewear
D'Amico & Partners, Ina Rate>uaotr/bara
Campieno
D'Amico A sore
D'Amico Catering
D'Amieo Cueina
Linguini dt Bob
Darden Restaurants X Resnaantsbn
Bahama Brenta x
• Oliva Garda - X .
Red Lobster X
David's Bridal B&Mbrmalwear
Davlin's X Hone Decor
DB Dahlstrom X women's Apparel
Deck The Walls X Art/colleedbles/frames
X - Mal locate is a regional mall.
n n '
Ashley Mays CollecdWe& x
Deck The walls X
The Great Frame up x
Designer Shoe Warehouse (pad site only) "
Desmond's Formal Wear X ' bws apparel, laidal/in mal war
Dillard's Inc. X Deparhnerttstora
Discovery Retail X Eduatiooai/arvirwuneoW
(Division of Discovery Communiemwes, Inc,) X
Discovery Channel Stan X
The Nature C=M x
Discovery Zone, Inc, X Amwcmwdplay ceaters/chrld ca deducadon
Discovery Zone FwCemm x
Domain, Inc. X CutieryAdtcherrware, tiaaiture/beds
Dr. Tavel Optical Group X Opdaueyewear
Dr. Tavel One Hour Op" X
Shades X
Vision Values X
Dreams Franchise Corp. x
Field of Dreams X Art/eollcedhIes/fnmes, carcWstad
Dunham's Athleisure Core. X Sporting goods/athtedc wear • qty /spoor memorabilia
Eastern Mountain Sports Sporting goods/athletic weer
(Division of American Retail M.MN laa)
Eateries, Inc. X Restavrantslbara
Garclsrs Mexican Restaurant X
• GarHeids Restaurant tit Pub X
Pepperoni Grill Italian Bistro X
Eby's Sporting Goods X Sporting goodslobletic wear
Eddie Bauer, Inc. X Men's/ women's apparel, home deccdlamps/dn4xs
(Division of SpicgeL Inc.) x
AY — k Eddie Hauer x
Eddie Hauer X
Eddie Bauer Home X
Eddie Bauer Sportswear X
Edison Brothers Stores, Inc. X Medsh 0UWd3 apparel, sboes
3-7 -9 Shdps X
BakersM,ccds X
CODA x
L Rigging X
Means West )(
Oakcee • X
REPP I.W. Big tit Tall X
Shifty X
Wild Pair x
Egghead X Compuocsho8ware
Eileen Fisher, Inc. X Womeds appnret, aces odes/cosatme jewelty
Electronics Boutique Holdings Corp. X Computera/soitware
EBX X
StWN Sava Software X
The Electronics Boutique X
• Walden Software - X
Emporium Luggage Co. X Leadwiluggage, writing insavm«m
Emporium Luggage X
Executive Essentials X
Endicott Johnson Corp. X Shoes
Father do Son Shoes x
X - Will locate in a regional mall.
• Entertainment Mangement Services, Inc, X Amusensm0play centers/cUd cardedtudon
Challesia X
Champions X
Esprit de Corp X wome�s apparel
Esprit do Corp X
Estes Card Shops, Ina X canwadimery
Ethan Allen Interiors Inc. X Furniturdbeds
Ethel M. Chocolates, Inc. X CA*fi a eraWyogort
Evans, Inc. X women's apparel. lies
Eva's Bridal & Fashions X Brldal/lbrmal wear
Evenson Card Shops X,,
Everything But Water, Inc. X Acemaies/cosn mo jewelry. swimwear
Express X woma►'s apparel
(Division of The Limlted, Ina) X
Expressly Portraits X phowsn;,h;nyp«uait
Expressly Portraits X
Form Poem X
The Picture People X
FAO. Schwarz X Toys/pmeshideo games
(Division of KBE USA) X
Famous - Barr Company X De stores
(Division of May Depnmot Store C- mpany) X
Fa=wBsrr X
Jones Smro X
• L.S. Ayer X
Fannie May Candies/Fanny Farmer Candies : C=V= erasn/yog sasoo d (temp. I
(Division of Archibald Candy Corp.) X
Fannie May X
Fumy Farmer X
Fat Tuesday X . xcstammo/ban
Fat Tuesday X
New Orleans Original Daiquiris X
Fiesta Hair Salons, Inc. X Beauty satomi astw
First Trading Corp. X Accessod./cosauve jewelry. %-mar's appuel, shoes
Om-p USA X
Florsheim Group, inc. X sloes
(Division ofApoU*Munge ncei) ' X
Flanheim Shwn'bayer M -Neil X
McNeil X
Flowerama of America, Ina Fioristhauaarla
Footstar, Inc. X Shoes, sporting ggo&aililedc wear
Footacdon USA X
For Eyes Optical, Inc. X Opticweyewear
Foreman & Clark of M iinueasota X Meds apparel
Fox Photo, Inc. X Camem and
ant
Fred Meyer Jewelers, Inc. X Fine JewelryAwuches
(Division of Fred Mayor, Ina X
Barclay Jewelers X
Fox Jawders X
Fred Meyac Jewelers X
• Limnan Jewelers _ X
Merksarnei Jewelers X
Frederick's of Hollywood Stores, Inc. X Mea'slwomen's apparel
Friedman's Inc. X Fine Ity/wauha
Friedman's Jewelen X
X - Will locate in a regional mall.
Joe
a
Regency Jewelers x
Frullati Cafe, Inc. X Bakeries I Bels/p cods
Fuddruckers, Inc. X Rescua.uarbars
(Dtvisioa "ling Cattnoa x
Fun Factory, Inc. X AmaemeWplay eentleWchi'ld ardadueadon
Carousel Pads X
Fw Factory X
Jungle Fun X
Funco Inc. Toys/p=*Mdw games
Funcoland
Function Junction, Inc. X
G &G Shops, Inc. X Childrea's/wameds apparel
G&G X
Rave X .
G.W. Eatchainment X C•DahnudcJtapes, video tent Yssles
J.C. Flicks X
X.C. Flicks Video X
Gabberts Furniture do Design Studio X Purnitumucls
Gadzooks, Inc. X Medst w s apparel
Galyads Trading Company (pad site may) Childrea's/mea's/wornaes apparel, cuderyAdicb —are, shwa, sporting
(Division of The Limited, Inc.) gooddathletic wear
Gantos, Inc. X Women's apparel, saessories/eoatame jewelry
Gaatos x
Gums Boutique X
• Gap, Ina x
Banana Republic x Ch9dreds1znWslwomea's apparel. shoo, co
Cup Body x
GapKidsBaby Gap x
GId Navy x
Garden Botanilm x Cosmetimbody ardfrapance
Garden of Eden x Franerances. bath dt body
Gart Sports Company X Chndreddrnedstworoeds apparel, sporting goods/athletic wear
Garr spore X
Garr sportseastle x
sportmart x
Gateway Newstands X Newsstands
(Division of Tobraw lavestments lotern tiaoal, Inc.) X
General Amusement Inc. X Amrnemeat/play ceaterJehild eardedueatlO n. movie theaters
Nickelodeon X
Replay x
sultads Castle X
Time square X
General Novelty Co,. Ltd - X c.Wstadonery, home decrodhampsldrapes, papu*rty goocis
Coach Home Gigs X
Its a smart We& X
Reflections X
General Nutrition Companies, Inc. X Cosmeduroody asJ h rances. rmt"don shoWdiet centers
Amphora X
GHC Live wen X
• General Nutrition Center (GNC) X
Health g Diet Coon X
Nature's Fresh x
Geneses, Ina
Jarman X
Johnston & Murphy X
X - Wiil locate In a regional mall.
– .` - i
t �—'
• Journeys
X
Underground Station x
Georgiou Retail Stores X Aaessoriealeosdam j ewelry, women's apparel
Gianni V X Medshromeds apparel "
Gilmore Brothers, Inc. X Meds/rwmeds apparel, aae:saiesla jewelry
c.G: at Company, tad.
X
Wmore, X
Redwood A
Ross X
The Acm X
Gin iss Int'
g l+ Inc. X Meets apparel, bridallfarmatwear
Glamour Shots X pp�g�p,it
(Division of candid color Systems) X
Godiva Chocolatier, Inc. x S girt
(Division of Campbell Soup Company) X
Golf USA., Inc. X Sporting goods/auctic wear
Goodrich Quality Theaters, Inc. X Movie theaters
(Division of Goodrich Raft a Theaters, Tm.) X
Great Clips, Inc. Beauty. selondbarbets
Green Management, Inc. X Fme Jewdry/watches
Cuoeaberg's Jewelers x
Ground Round Restaurants X Resta,uants/bes
(Division of Boston v en t ure Group) X
Gold Fork: Casual Food & Spirit X
Ground Round x
Gucci America, Inc, X
(Division of Gucci S.P.A.) X Aaeswries/cosdmm Jeweiry. mea's/womeds appeal, leathedluggage. shoes
Guess? Retail, Inc. X Chiidtsa's/meddwomeds apparel '
( Dividon of Guess?.Im.) x
Guetschoff Theatres, Inc.
Guitar Center X Musical imarmenel/sumlies
Gymboree Corporation X Chtldrads capped. shoes, toya/gam -Mdeo pence .
Hallmark Gold Crown Stores X crds/sradonay
(Division of Hallmark Cards Ina) X
Halls of Cards & Books, Inc. X Cards/stationery, book stores
Cods at Book Carousel )(
Maja&s Hallmark x
Readers world X
Hard Rock Cafe X R
(Division of Rook Group pLC) X
Harris Originals, Inc. X Fine jawelry/watches
Charge Jewelers x
Heel Quilcl, Inc. X Shoe repair
Hod Qutild X
HeMew Quilt! X
Hello Shop X Cards/sr doray
Helzberg's Diamond Shops, Inc. X Firm Jewelry/watcha
(Division of Bakshim Hathaway. has.) - X
Herberger's x Depaunent stores
(Division of Saks Incogmated) X
Herslof Opticians X Opdal/eyewar
• Hibbett Sporting Goods X sporting podslathledc war
Hibbea Sporting Goods X
Sports at Company X
Sports Additions X
Hirshfield's, Inc.
X - Will locate in a regional mall•
A
A A •
• whidleld
Fabric, fioorcriverings, h:rdtvarelhome improvement, wall coverings/pint Hoigaard's X sporting grwds
HotnePlace (pad site ortly) China/alassWAM 110mewaredsmd appiisnica, bed & bath linens
Hot Topic X hwdwomeds apparel, seoessoricalcosmme Jewelry
Houlihan's Restaurant Group X Restamaotrlb n
Bextotfs seafood CWM X
Bristol Bar da OM X
B— Vista Cafe X
Chadey's PIM X
che4M X '
Danyrs X
Houltam's X
J. 0111=6 wood Fred steaks X
PhineaS X
(Division of Berkshire Hathaway, loo.) X
Index No Co., Inc. X Cards/stationery
The wooden Key X
J. Crew Group X bwdwomen's ippard, otf-OMAN" stores
(Division of Tans Pacific Group X
J Crew X
J.C. Penney Stores X Depart nest story
(Division of J.C. Penney Co, Ina) X
Catalog StoevAlales Ceaters X
JC Pautey X
•
IC Penney Home Store X
Jack Locks Theaters Movie Iheatera
Jacobson Stores, Inc, Chi draws/ neasnwmcds smoret, fine jeweiry/vvarhes, l- *— Iugpg%
X shoes, home decodlamps/dnpes
Jaeger Sportswear Ltd, X Womens apparel
(Division of Coats Vydis Plc.) X
Jay Jacobs X bwatwonen's apparel
Jay Jacobs For Men X
Jay Jacobs For Men & Women X
Jay Jacobs For women X
Jennifer Convertibles, Inc. X Fomiaadbeaa
Jennifer Convertibles X
JenniferLeathm X
Jenifer Living Room X
Jessica McClintock, Inc. X ChildreWalwomen's apparel, bridaUlnnnatwear
Joan & David Helpern, Inc, X Women's apparel, sham
Joan a David X
Joe Sensces X Restamarstubars
Johnny Rockets International, Inc, X
Jos. A Banks Clothiers, Inc. X Mods apparel
Just For Feet, Inc. X . shoes, sporting goodslathlado wear
Atidetic Attie X
Athletic Lady X
imps Sports X
Just For Feet X '
• Just For Fun, Ina _ X AmosemeNUpl y eaotea/ child earc%duetsion
Kay -Bee Toy Stores X ToysJgame Mdeo games
(Division of Consolidated Stotts Corporation) X
Kay Bee Toy Works X
Kay Bee Toys X
Kerasotes Theatres Movie theaters
X - Will locate in a regional mall
psa. In
Key 's Restaurant X xanmant:lbrs
Kiddie Koncepts, Inc. X Amusmem/plsy eenteWdhiid ardeducadon
Kinney Shoe Corp. X
Kirklaad's, Inc, X ANdoaeddbles/tia:nes, home deeodlampstdeapes
Kirlin's Hallmark, Inc, . X
Kohl's Corporation X stores
XoUs Deparonot Stores - X
K's Merchandise Mart, Inc. X Flae)� wapoftwooltwom d=tmwcs, burns
Eldridge Fine Jewelry X decor/Imps/drapes. Musewuatsmaa apps.
ICs Merchandise Mat X
Kuppenheimer Manufacturers Ins, X Men's "pad
Landmark Theatre Corp. X Movie then
(Division of saver Clnemas. Inc.) X
Lane Bryant X Worneds appael
(Division d7w Limited. Inc.) 7t
Laser One X Amw me W*y cmtas/dM ea leduwdon
(Division of Amusaneat Invemna t Co.) X
Laura Ashley, Inc, X Woareds apperck bed A bash aosos, boron decwUmps/&Vcx
(Division of Luca AsWay Holdings PLC) X
Learning Express, Inc. X EducadonaVeavirerumental,!oystput aMdeo games
Lechters, Inc. X chindglasswam euderAdtdhenwam housewires/smdl awl—cs
Lechters X
Legs BeautifW X Aceasodes/ooatume jawdry
(Division of Courez Croup Ltd) X
• Lemstone, Inc, X Cardsl- Wionery, book amrim eds/musla tapes. religious items
LeaSCrafters X OpdaVeyawea
(Division of LuxoWca Group S p.A.) X .
LonsCwRers X
Optique X
sunCaBess x
Lerner New York, Inc. X women's appard
(Division of The Limited, Ian.) X
Levi "s Only Stores X Childrcn3ft00ds womedsapparel
(Division of Levi Strauss do C X
Deelrers Shop x
Original LWs Stores X
Life Uniform X Medstwomeds appal, uniforms
(Division of Angdka Corp.) X
Lifetouch Portrait Studios, Inc. X PlroteSaishiag/portrait
(Division of Lifewuch, Inc.) X
Lillie Rubin Affiliates, Inc. X womens appwd
Linens' N Things X Bed A bath lineal, hone deeodWgddrapo
Little Professor Book Centers LLC X Book stow
Little Professor Book Cent ar X
Little Professor Book Company X
Liz Claiborne Inc. X womdds apparel
Elisabeth X
Liz clsa o m X
Liz Clarbome Pedtes X
•
Liz Express Airport stores X
Loewe Cineplex Entertainment Corp. X Movie theaters
(Division of Sony Corp.) X
Cineplex Odeon X
MAX X
Loewe Thatres X
X - Will locate in a regional mall. - I /�
Magic Johasort Thestres X
Sony Theaao X
Star Theatres X
Lord & Taylor X Dqwt=W; '
(Division of May Depamneat Stores Company) X
Love From Minneasota X Dame deea�lampsldtapes, sonveaits
Hao Chiaao X
Love Fran adago X .
Love From Minnesota X
Minrrot-ah! X -
M3rme3oa Moments X
SarletLem{ X
Signature X
Macy's West X soo<es
(Division of Federated Daparonent stores, Ine.) X
macy's X
Maw Home Store X
Mark Shale X Mea'ahromeds Apparel
(Divisioa of AI Baskin Company) - X
Marma�oc
TI. Max (pad site only)
Marshall's (pad site only)
Martin Newman Shoe co, X Shoes
• Naturalizer Shoe Store X
Newman': Shoes X
Mary Kay's Bridal X Bridal
Masters Tuxedo X Bridablormalwear
Maurice Rothschild & Co. X Mawdwomert's apparel
Matrices; Inc, X Meds/womm's apparel
(Division of American Retarl Group, Iae,) X
Juxtaposes X
Maud«s X
Max -& Erma's Restaurants, Inc. X Bestamaatzoors
Ironwood Cafe X
Max At Emu's _ X
MC Sporting Goods X Sportiag gooddaddatic wear
MC Sporn X
Merle Norman Cosmetics X cmnet csPo arditsg:aaoe
Mervyn's California X Dep ubamt stores
(Division of Dayton Hudson Corp.) X
Metromedia Restaurant Group
Bennigads
Steak At Ale
Steak & Ale X
Michaels Stores, Inc. X Ardeoilecalesiframes. art suppiles/aatlslhabbies
Aaron Brothers Art Mart X
Michaels X
Michelson Jewelers X FineX**yi«atches
Mikasa, Inc. X Cuderylkitebenware .
• Mike Crivello's Camera Centers, Inc. _ Camens►videocamers3
Minuteman Press _ X Phatoeopieslprinft signdpostal service
(Division of Minuteman Press International) X
IutcMdanal Mwute Press X
Minuteman Press X
Speedy Sign A Rama U.S,A X
X - will locate in a regional mall, �� 1 101'i AI
1 1
Modern Woman X womens appard
Mondi of America, Inc. X women's apprd
Month X
Morton's Restaurant Group, Inc, X Restauamalbars "
BertoliaPi X
MortWs of Chicago X
Mothers Work, Inc. X women's apparel .
A Pea in the Pod/Mimi Maternity X
Maternity works X
Motherhood Maternity X
Moto Photo, Inc. X Photo6�dshinyparisait,
One Hour MotcPhoto X
One Hour MotoPhoto a PorWt Studio X
Mr• Rags X max apparel
(Division of claws Stores, hm) X
Musicland Stores Corp. X aWmasidopm. video rental/sales
Media Play X
on Care X
Sara Goody X
swwoastMotimpict us Company X
Myrton's Cards & Gigs, Inc. X cards/statiom ry
N. Landau Hyman Jewels Jawdry store
Namco Cyber Entertainment Inc. X Amusemendplay centers/child audedueati m
• (Division ofNameo Ltd.) X
rime out X
NaomPs Hallmark Shops X Carddstatlooery
National Amusements, Inc• X Movie theaters .
Multiplex Cinemas X
showcase cinemas X
National Record Mart, Inc. X CDs/musichapat, video renal/siles
Music Oadi X
Music X X
NRM Music X
National Record Mart X
vibes X .
waves Music X
Waves Music do Gills X
Natural Wonders, Inc. X Edueadomi/arrGoomeaW
Naturalizer Shoe Store Group X Shoe
(Division of Btown Group, Inc.) X
Naturalizer X
Neiman Manus X
(Division of Neiman Marcus Groupliarcotat General) •X Childrees/mem'shvomea's apparel, department stores. &A j aweirylerateba
Bergdorf Goodman X
Galleries ofNeimanMaicw X
Neiman Marge X .
Nicklow's X Restsu annlbars
Nme West Group, Inc. X Shoe
9 & Co. X
• Banister Shoe Studio _ X
Calvin Klein Shoes & Bags X
Easy Spirit X
Enzo Angiollni X
Nine West X
Noodle Kidoodle, Inc. X Educationalleaviron menW
X - Will locate in it regional mall
L , I
e • t
Nordstrom, Inc. x Shoe, department stores, off- prlodouttet stores
Calloway Golf Apparel by Nordstrom X
Faconnable Boutique x
Hawail Shoat x
Nordstrom x
North Beach Leather X MedsPorommes apparel'
Northern Group X Me dwonuws apparel
(Dtvhim of vanamr Group, Inc.) X
Northern Elements x
Northern Oct my - X
NorthernMectlans X
Northern Traditions x
Northwestern Book Store X Booty stores
Amity Book store X
Cedar Book Store x
Northwestern Book Store X
Olan Mills, Inc. X Phomflntsidng/pottralt
Oha Math Kids x
Olaa MrUs Portrait Studio x
011y's Retail LISA, Inc. x Childreds apparel
Origins x Comedarlbody are/fiagrimm
(Division of Estee Lauder Companies) x
OSF International, Inc. X Restaursoulba s
Old Spegheul Factory x
• OshKosh B'Gosh, Inc. X Childrads apparel
Oshkosh Brx" Showase Store x
Oshman's Sporting Goods, Inc. X Sporting goods/athletic wear .
Oshmads Sporting Goods X
Oshmads SupwSports USA X
Pacific Sunwear of California, Inc. X hwstwomea's apparel
Pacific Swm=r of Califomia X
d.e.m.o. X
Papyrus Franchise Corp. X Cards/statlaeery
Paul Harris Stores, Inc. X w—eds appar4 aecmories/r ostmae j-Mky
Pasta X
Paul Harris X
Paul Harris Direct X
Pearl Artist & Craft Supply Corp. X
Pearl Artist tit Craft X AnVeollecnbtes /flames. art supplie erafttlhobbieddiseouaWariety state
Pearl Palm X
Pedro's Luggage Luggage -
Pendleton Woolen Mills, Inc. x Mestwomeds apparel
Pennsylvania Fashions, Inc. x Cbitdteds/medshwmeds appard
Capers x
Rue 2l x
Stockroom x
Pepper's Bedroom City x Fumitmdbcds
Performance Bicycle x Sporting goods/adrkdcvmw. bicycles
Parformanee Bicycle Express x
• Performance Bicycle Shop X
Planet Hollywood International, Inc. X Restamana/b.n
Cool Pima Cafe X
Official Aft -Star Cafe X
Planet Hollywood X
To Tu Tango x
X - Will locate in a regional mall•
Wild Jack's Steak do BB .
Q X
Polo/Ralph Lauren Corporation X Chtldrea'slmea's/womeds apparel-
Power Play, Inc, X Amusement/play canters/child ardeduatiat
Power Play X
Yesterdays X
Premium Restaurant Company R,
Ctath's Italian Restaurant
Primages X Amusemendplay ceoft /dhild are/edueadoo
Kiddie RidoXiosks X
Prints Plus X Ardcolladble/framq
(Division of CPI Cosp,) X
Proffites, Inc. X Department story
(Division of Saks Incorporated) 7C .
Quality Candy ShoPPC3, Inc. X Candyfm aaadyogurt
Rack Room Shoes Inc, X Shoe
Rainbow Apparel Companies X Childra dwaneds apparel
Caren Charles X
Emphasis X
Foxmoor X
Plymouth X
Rainbow X
Ups it Downs X
Rainforest Cafe, Inc. X R,csta,n,ntatbars
• Rampage Retail X Women's apparel
Rand McNally Map & Travel Stores X Book stores, maps
Rangoni U.S. Corp. x Shoes
Rangoni ofFlorence Shoes X
Ranaonliffugahts sloes x
Ray's Shoes Inc, x Shoes
RCC Western Stores, Inc. X Children 'slmea's/vwmeds apparel, shoes, western war
Red Wing Shoe Co. Sh
Red Wing Shoe
Red Wing Shoe & Repair
Reeds Jewelers, Inc. X
Regal Cinemas, Inc, - X Amusemendplay centera/child ardeduatiob. movie thestera
(Division of Mclm, Mme, Tate do FwWX3 tit Co.) X
FunSape Family Fun Cerra X
Regal Cinema x
Regis Corporation X BeautysalowUrber
MastaCun x
Regis Hairstylists x
supesaus X
Trade Seem X
Remington Products, Co. LLC X
The Remington Store X Cudery/kitcheaware, offiriceloadet Notes. personal are p roods
Rhodes, Inc. x De s
Risley's Electronics, Inc, X Electronic
R;sWs Audio ik Video X
Ritz Camera Centers, Inc. X Photofinishing/portrait, electronics. amerashAdeoeameras
• Inkley's Eleetratia _ X
Jackson Camera and Video X
Kits Camera 1 Hour Photo X
Ritz Cameras One Hour Photo X
Roche Bobois USA Ltd. X Furniturdbeds
(Division of Roche Bobois International) X
X - Will locate in a regional map.
_ ..
je�� les _
Rocky Mountain Chocolate Factory X Candy/ice oramlyogurt
Rodier Paris x Womeq's apparel
Rogads Shoes, Inc. x Shoes
Rogers Enterprises Inc. X Foreiowehy/watchas
Rogers & HoWn& Jewelers X
Rogers Ltd, Inc. X F'rm jovvcry/watltces
Andrew. Jewelers x
Dismoodt Unlimited x
Rogers Jewelers x
Roosevelt Bootery, Inc. x shoes, sporting goodsMwcdewcw
Davison Shoes x
Leather shoes x
Roosevelt Buttery x ;
Yaw Sporting Goods x
Ruby Tuesday Group, Inc. X Ranhroars
American Cafe x
Ruby FY's x
Tier's Tex -Met Grill x
Runza Restaurants, Inc. X Rrmmantsf >.rs
Ryan's Family Steak Houses, Inc. x Resw ranixtb roe
(Division of Ryaea Corp.) X
Saint Louis Bread Company, Inc. x Bakaiearoagels/premels. ratarraotr/ban
(Division of Au Bon Pain CL. Inc.) x
• Saks Fifth Avenue X Dep utment stores
(Division of swm Incorporat4 x
Main sheet x
Resort - x
Saks Fifth Avenue x
Salvatore Scallopini, Inc. X Resntrantsrow
Sanrio, Inc. x Children's apparel, accessodedcostume Jewelry. ards/stadonay. paper /party
(Division of Saaio Co.. Ltd.) X goods, toysipma/video games
samio x
sandon Gift Gate x
sarrio Swpdsa x
Sasnak Management Ina X Restauanhlbars
Carlos OT llys x
Scandia Down Corporation X Down products
Schmitt Music Company X Musical in wMenukupplks
Jenkins Music x
Schmitt Music Carriers X
wells Music Company X
Schuler Shoes X shoe
Now Balance Twin Cities x
Schuler shoes x
Schwenker & Mougin, Inc. X shoes
Holmes Plmaheim X
Holmes Shoes X
Sears Full -Line Stores Division X Departmew stores
(Division of Sears, Roebuck and Co.) X
• Sears Specialty Stores Division _ X H U & v& % o= Impro -U-9. auto IRVOIes/ar are
(Division of Sears, Roebuck and Co.) X
Great Woors X
HomeLife Stores X
NTB NadorW Tue & Battery X
X Will locate in a regional mall.
. d �
Orchard Hardware & Gudea x
Orchard Supply Hardware x
Seam Auto Centers x
Seam Hardware x
Select Comfort Retail Corporation X Fmdeunlbda
Shakey's Inc. X Restauiaarsl6am
Shakeys X
Shakey's Cafe x
Sharper Image Corp. X Leathedlttggage, electrodes, upscale gith
Sham Lnage X
Sharper !`rage Design x
Shoe Show, Ina x
Aida x
Bwiing Shoes x
Shoe snow x
Sugarfoot x
Signature Salon Group x B salow ubw
Andre Duval x
Best Cuts x
Hair Caro Harmony x
House ofFashion x '
SiUMH East/Benetton X C4ildeea's/med'i/w s apparel
United Colors of Benetton x
Silverstone Pet Inc. � X petshoisaw supplies
• Pass pet x
Simply Fashion Stores, Ltd. X wornea's apparel, acccuoriei/eostmne]ewchy, shoes
Sir Knight Formal Wear X Formal wear
Smoothe King Franchises, Inc. X Coffee bon/juice ban
Sox Appeal Franchising X / ics/ jow-uy. w
Spaghetti Warehouse, Ina X Resmussu ran
(Division of Consolidated ReataurarK PropullM Loa) X
Old Spaghetti Factory x
Spaghetti warehouse x
Spaghetti warehouse Italian Grill X
Spencer Oft Inc. x Aeeessories/costusme jewelry. art/coll ecdbles /fmmea, eards/stwonery.
(Division ofUdvemal Studios„ Lrc.) X 2__w (temp lease)
DAPY X
GLOW! x
Spencer Gifts. x
Stage Storm, Inc. x
Bells Departrnea Stoto x
palais Royal x
Stage x
Standard Theatres X Movie theater
Sterling Vision, Inc, x opaeueyewear
Benson Optical x
Doling optical x
Edwards Optical x . .
>PCO optical x
•
Kindy Optical x
Mod'ried Optical X
Singer Optical x
Site For Sore Eyes x
Southern Optical x
Sterling Optical x
X will locate in a regional mall•
• Superior optical x
vision Optical X
Steve's Shoes, Inc. X shoes
Overland Trading X
Sole Outdoor X
Steve's Shoes x
Stride Rite Children's Group, Inc. X shoe
(Division of The Stride Rite Cup,) x
Great Feet x
Stride Rats X
Structure X marls Ward
(Division of The Llmited, be.) X
Stuart Anderson Restaurant, Inc. X Resduoatslbats
(Division of American Restaurant Group. Ire.) X
Stuart Ahdersods X
Black Angara Restaeraut X
• Stuart Andetsods Cattle Company x
Successories X Art/eooecublediamea. cards/
Swat Factory . X ��• =-=I (gyp �)
�/� tt�
Sweet Ideas LP X •CandyAc* aeanJysgert
Mr. Bulky Treats sit Gift x
Taibotg Ina X Childreds/wromeds appard, shoes
Tdbots X
Talbots Accessories sit Shoes X
• Talbots Kldxrralbou Babies X ,
Talbots Petite X
Talbot Woman x
Tanberk, Inc. X Aaessories/costume jewelry
Bejeweled X
1=sing Fey X
Two Plus Two x
The Athlete's Foot Group, Inc. X shoe
(Division of Rallye) X
Ladies Foot a Kids x
The Athletes Foot x
The Locker Room X
The Barbers Haistyling for Men & Women X Beauty saionsibarber
City Looks Salons X
Cost Cutters Family Hair Care X
Family Haricot Store x
The Barbers )(
The Hair Perfumers Ix
We Can Hair X
The Bombay Company X Home deeodlamps/dapes
The Book Rack Franchising Corporation X Book atom
The Buckle, Inc. X Chrldraislmedstwomeds appard. shoe
The Chart House, Inc, X Restauaatsba s
The Cheesecake Factory Incorporated X nstamadslbars
The Cheesecake Factory X
• The Cheesecake Factory Bakery Cafe X
The Queseake Factory Express X
The Children's Place Retail Stores, Inc. X Children's apparel
The Childreds Place X
The Clarks Companies, NA X Show
(Division of CAA Clarks, Ltd) X *- I X - Will locate in a regional mall.
• Bostoaiaa - •
X
Clarks X
Hmover sham x
The Connoisseur X Baolwlaelliquoc. gotametlts/cMmpagne The Custom Shop Shirtmakers Inc, X Mods apparel
(Divbion of Hurdington Qothle:s) X
The Cutlery X Knives
The Department Stores Division of Dayton X Department rinses
(Division of Daytn Hudson Corp,) X
Daytods x
Hudsods x
ME-Ian Fields x
The Disney Store, Inc. X Cln7drmt'3(nen's/womads apparel, ardcolleeNbies/fsames, Wys/Sam=Mdeo
(Division ofmw Wait DLmey Company) X games
The Elder - Beerman Stores Corp. X Shom faniturdbed% delmuneat stores
Eider- Beerman Department Stores X
Eider- Beerman Bumidae x
Shoebileel x
Store ai Thom" x
The Finish Line, Inc.. X sporting gooddathledo wear
The Forgotten Woman, Ina X Larp sin womeds appare
The Franklin, Mint X ArJcollecdbkdframcs, arthisadotery. china/glassware
(Division 414.11 international Corp.) x
The Great Train Store Company x Art suppliedcrafls/ hobbies, toys/gamesNideo games, seasmrat (temp leasel
• haioaltrain aear>ocias
The Hair Cutlery X Beauty saloasudscr
The Hang Up Shoppes, Inc, X Mess apparel .
Man Alive x
The Jones Store Co. X Depntmenc:oore
The Limited Stores X Womea'aapparel
(Division of The Limited, Ina) X
The Limited Too X Childras apparel
(Division of The Limited, Ina) X
The Louie's Companies, Inc. X Bridd rusalwear
Louie's Tux Shop - x
The McGregor Co. X Fioon wmbg% hone deeodlauslWdrapes
Kentwood House x
bwrepes X
The Mole Hole X Gifts
The Museum Company X ArtleollectibIw►ftamea, seasonal (tar kale)
The North Face, Inc. X spoang powswcdo wen
The North Face X
The Orvis Co., Inc. X Sporting gooddathiede wear
The Right Start, Inc. X Chaldreds apparel, toys/gaates/videogames, ehrld/kfaut produea
The San Francisco Music Box Co. X Art/collecu'bles/ftamm music boxes
(Division of Viewer Group, Inc.) x
The Wet Seal x Aeeessodedcosttnoe jewelry. womeds append
Arden B x
Coatempo Casuals x
• • Limbo Lounge _ X .
Wet Sol x
The White House X Womeds apparel '
Black Market X
The White House X
Things Remembered, Inc. X ANeollecubleslfnmes, china/glassware
_ X - Will locate in a regional mall _ . w �`� f"7 � I �•
(Division of Cola National Corporation) X
This End Up Furniture Co. X Furniture
Tie Rack (U.S.) Inc. X Atxx lorias/com ma jewelry
(Division of Tle Rack PLC) x
Art of Sills. X ,
The Knot Shop X
Tie Rack X
Tiffany & Co. x Fine jesrelrylsvaseba, ardwnedt�laltsames. ebmdglassvtare .
Timber Lodge Steakhouse, Inc. Rnaurantsroa _
Tinder Box Intemational X Fine jewelryAnthos, premium oigaalaaeasodes
Ttppin's Restaurants, Inc. X Re tatuaahlbaa
Owbueei's X
Tlp*s Rester raft it Pie Pantry x
Tommy Mlfiger Retail, Inc. X th7dreddincedwomcces apparel
(Division of Tommy HilSger Corp.) X
Tomorrow's Memories X Gigs
Tomorrow's Mother X women's Apparel
Tower RecoidstVideoBooks X Book stores edslmusivtapa, video rmtal/Wes
(Division ofMTS.Ioc.) X
Tower Books X
Tower Galleries X
Tower Records X
Tower Video X
Toys R Us, Inc. X Toystgamestvideo to
• Babies 'R Us - The Baby Sup-&= X
rids 'IL Us X
Toys mus X '
Traek'n Trail, Inc. X Shoes
Faaln Nest X
Overiand Trading Coarpanr X
Tmek'a Tail X
Tradehome Shore Stores, Inc. X Shoes
Trans World Entertainment Corp. X axhausic apn. video remallsales
Coconuts Music a Movies X
F.Y.E. - For Your Entertalunum X .
Movies Pius X
Planar Music x
Record Town X
Saturday Matinee x
Strawberries Music x
Waxie Maxie r x
Travel 2000 Tmvelgear - X Ladwdhggage. haver aeeenoAa
Uhlemann Optical X Gptiaueyewear
United Artists Theater Circuit, Inc. X Movie theaters
Uno Restaurant Corp. X _ Restsrranivlbara
Pizzeria Uno x
Pizzeria Um Grill A Brewery x
Vanity Shops of Grand Forks X womeds apperd
Victoria's Secret Stores X Women's apparel
• (Division of latima" Brands, Inc.) _ x
Victoria's Secret Bath A Fragrance x
Victoria's Secret Hosiery x
Vinxoira's Secret stores x
Video Update, Inc. Video reanusales
Virgin Entertainment Group, Inc. X CDslmusieltapm books. video tsnnUs } ales
X - Will locate in a regional mall.
via,. �n • . /l / . '� /� � `�"�_�-
1
(Division of Vk& FAteminmew Group, Ltd.) x
Vtr& Gnemas x
Viren mcpstm x
Vista Eyecam Inc. x OptiaUEyawear .
Eyes Have It x
Family Eyawar x
Fame•o-Lem x
Lee Optical x
Midwest Vision.Ceaw x
Vista Optical x -
Vitamin World, Inc. X Nutrition shopddret eaters
(Division ofNatwds Bounty.Ine.) x
Von Maur, Inc. x Dqwtment s
Warner Bros. Studio Store X Childrm's►metedwanen's apparel
(Division of Time Warner Entertainment Company) x
Waterford Wedgewood USA, Inc. X Art/collectibles/Ifama; chinraia swore
Wax Works, Inc. X CDs/muddtz . video rental/sates
' Dish Jockey • x ,
Reel Collenxiom x
Wehrenberg Theaters, Inc. x Movie theaters
RoonWs Enterpdsa x
Wehrenberg Theaters x
Welcome Home, Inc. x Fumiture/beds
Horne Again x
• Welcome Home x
WestStar cinemas, Inc. x Movie dreams
Festival Theaters x
Ma m Theaters x
White Wolf SFatin` food,
Whitehall Jewelers, Inc, x Fine Jewelrylwaxha
Jewel Box x
Lurdsnom Jawelas x
Marks Bros. Jeweler x
Whitehall Co. Jeweler x
Wicks N Sticks X Home deeodlampddrpea
(Division of WNS, Ile.) x
Wild Wings, Inc. x ArNcollectiblea lfrunn.eduadonalleoviramnental
Williams- Sonoma, Inc, x Bad sit bath linens, china/ahrasvrre, eutiayndtaheaware, home
Hold Everything x deeodiamps/drpes
Pottery Barn x
• wmiam -Sommer X
Wilsons Suede & Leather x Menhlwomet's appard and accessories
Wilson The Leather Experts x Woolen's apparck metes apparel, leathadlump
Berman Leather x
Georgetown Leatba Design x
Tannery West x
Wallet Works X
Wilson x
Winona Knits Ina ldret's women's caret's
X can apparel, apparel. aPwrel
• Wolf camera Inc.. x Photosnishinglportrait,
CPI Photo x
Fox Photo x
Wolf Caner x
Wolf Can= sit Vida x
Woodroast Systems Ina Restaurantsthan
X - Will hate in a regional mall.
- - - - - -- - --
Z werie 7t AiVcollccdbks/t zam bed do bath lln=6 mxWstadoaery, ehina�glassvrare
home daa uluva/&V a„ wdajMWhemv m
Zale Corp, R Fl��evrelry/warcba
Bailey. Banks do Biddle X "
Gardads 7awelem x
Zales Jewelers x
zan Bey X Fduaelmal/aavieomaeatil
Zarfas Luggage & Gift Corp. X Leaehmrtu�aa
X - WM locau in a regional mall D ti
EXHIBIT G
I
Certificate of Completion
This is to certify that the Economic Development Authority
of Brooklyn Center, 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 Amended and Restated Development
Agreement dated as of January 22, 2001, have been completed.
ECONOMIC DEVELOPMENT AUTHORITY
OF BROOKLYN CENTER, MINNESOTA
By
Its Executive Director
•
•
988288.9 G -1
r
FXMIT H
ASSESSMENT AGREEMENT
THIS AGREEMENT, dated as of this 21 day of December, 2000, by and among the
Economic Development Authority of Brooklyn Center, Minnesota (the "Authority "), Talisman
Brookdale, LLC, a Delaware 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
an Amended and Restated Development Agreement dated December 21, 2000 (the "Agreement ")
regarding certain real property located in the City (the "Development Property") which property
is legally described as follows:
Registered Land Survey No. 1469 Tract A as on file with the
Registrar of Titles in Hennepin County
Registered Land Survey No. 1469 Tract B as on file with the
Registrar in Titles in Hennepin County
• Registered Land Survey No. 1614 Tract A as on file with the
Registrar of Titles in Hennepin County
Registered Land Survey No. 1469 Tract.D as on file with the
Registrar of Titles in Hennepin County
WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will
undertake the renovation of a 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 469.177, 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 P a Y able
year 2004 through and including the taxes payable year 2008, and that thereafter this Agreement
shall be of no fiuther force and effect.
988288.8 H -1
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. �ymg � 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.
ECONOMIC DEVELOPMENT AUTHORITY
OF BROOKLYN CENTER, MINNESOTA
• By
Its President
By
Its Executive Director
TALISMAN BROOKDALE, LLC
By BZA BROOKDALE REALTY CORP
MANAGING MEMBER
By
Its Vice President
By CS BROOKDALE REALTY CORP
MANAGING MEMBER
By
Its President
This Instrument Drafted by:
Briggs and Morgan P.A.
2200 First National Bank Bldg.
St. Paul, Minnesota 55101
9RR2RR.R u_7 '
r
STATE OF MNNESOTA )
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
2001, by Myrna Kragness and Michael J. McCauley, the President and Executive Director,
respectively, of the Economic Development Authority of Brooklyn Center, Minnesota.
Notary Public
STATE OF }
) SS
COUNTY OF }
The foregoing instrument was acknowledged before me this day of ,
2001, by James A. Schlesinger,- the-President of CS Brookdale Realty Corp., the managing
• member of Talisman Brookdale, LLC, a limited liability company.
Notary Public
STATE OF }
) SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
2001,'by Robert Claeson, the Vice President of BZA Brookdale Realty Corp., the managing
member of Talisman Brookdale, LLC, a limited liability company.
� Notary Pu blic
988288.8 T-j_3
• CERTIFICATI
ON 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, 2003 and subsequent assessments
through the January 2, 2007 assessment
for taxes payable 2004 through 2008: $45,000,000
Brooklyn Center Assessor
Hennepin County Assessor
STATE OF MINNESOTA )
ss.
• COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
2001, by , the Assessor for the City of
Brooklyn Center.
Notary Public
STATE OF MINNESOTA
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this day of
, 2001, by , the Assessor for Hennepin
County.
• _ Notary Public
noo,oe 0 TV A
• ECONOMIC DEVELOnUNT 469177 '
Subd. S.'Assessment agreements. An authority may enter into a written - assessment
agreement with any person establishing a minimum market value of land, existing improve-
ments, or improvements to be constructed in a district, if the property is owned or will be
owned by the person. The minimum market value established by an assessment agreement
may be fixed, or increase or decrease in later years from the initial minimum market value. If
an agreement is fully executed before July 1 of an assessment year, the market value as pro-
vided under the agreement must be used by the county orlocal assessor as the taxable market
value of the property for that assessment. Agreements executed on or. after July 1 of an as-
sessment year become effective for assessment purposes in the following assessment yeah
An assessment a terminates on the earliest of the date on which conditions in the
assessment agreement for term atiion.are satisfied, the termination date specified.in the
agreement, or the date when tax increment is no longer paid to the. authority under section
469. 176, subdivision 1. The assessment agreement shall be presented to the county assessor,
or city assessor having the powers.of the county assessor, of the jurisdiction in which the tax
increment financing district and the propeiV that is the subject of the agreement is located.
The assessor shall " review .the plans and 'specifications for the improvements"to be
constructed, review the market value previously assigned to the land upon which the im-
provements are to he constructed and, so long as the minimum market value contained in the
assessment agreement appears; in the judgment the assessor, to be a reasonable estimate;
sliall execute the following certification; upon the agreement:
The undersigned assessor, being legally reapon6ble '
for the assessment of the above described pro perty,
certifies that the market, values assigned - to
the land and improvements'are reasonable. •u•
' assessment agieetaent shall be frled'for record and recorded in the office of the
county recorder orthe registrar of titles of each county where the real estate or any part d=c-
of is situated. After the agreement becomes effective for assessment purposes, the assessor
shall value the property under section 273. 11, except that the market value assigned sball not
be leas than the minimum market value established by the assessment agreement The asses_
sot may assign a market value to the property in excess of the minimum market value estab.
fished by the assessment agreement The owner of the property may seek, through the carer
rise of administrative and legal remedies, a redaction, in market value for property tax pur. '
poses, but no city assessor, county assessor, county auditor, board of review, board of equal.
ization, commissioner of revenue, or court of this state shall grant a reduction of the market
value below the minimum market value established by the assessment agreement during the
term of the agreement filed of record regardless of actual market values which may'result
from incomplete construction of improvements, destruction, or diminution by any cause, i
sated oruninsuied, except in the case of acquisition orreacquisition of the property by a pub-
lic entity. Recording an assessment agreement constitutes notice of the agreement to anyone
who acquires any interest in the land or improvements that is subject to the assessment agree-
ment, and the agreement is binding upon them.
An assessment agreement may be modified or terminated by mutual consent of the cur-
rent parties to the agreement Modification or termination of an assessment agreement must
be approved by the governing body of the munioipality..If the estimated market value forthe
property for the most recently available assessment is less than the minimum market value
established by the assessment agreement for that or any later year and if bond counsel does
not conclude that termination of the agreement is necessary to preserve the tax exempt status
of outstanding bonds or refunding bonds to be issued, the modification or termination of the
assessment agreement also must be approved by the governing bodies of the county and the
• school district A document modifying or terminating an agreement, including records of the
municipality, county, and school district approval, must be filed for record The assessor's
review and certification is notrequired if the document terminates an agreement. A change to
an agreement not fully executed before July 1 of an assessment year is not effective for as-
sessmentpurposesforthatassessmentyear.If an assessment agreement has been modified or
prematurely terminated, a person may seek a reduction in market value or tax through the
exercise of any administrative or legal remedy. The remedy may not provide for reduction of
the market value below the minimum provided under a modified assessment agreement that
remains in effect. In no event may a reduction be soughtfor a year other than the current taxes
Y
•
EXHIBIT I
FORM OF TAX INCREMENT NOTE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
ECONOMIC DEVELOPMENT AUTHORITY OF
BROOKLYN CENTER, MINNESOTA
TAX INCREMENT REVENUE
NOTE OF 2000
(TALISMAN BROOKDALE LLC PROJECT)
The Economic Development Authority of Brooklyn Center,
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 Amended and Restated Development Agreement, dated as
of January 22, 2001, 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)6 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 Note Payment Date to and
including he Final 1 Note Payment Date as defined ym ( fined in the Develop -
ment 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) 806 of the Tax Increments (hereinafter
defined) received by the Authority during the six month period
preceding such Payment Date, or (b) $650,000.
988288.9
1 -1
The Payment Amounts due hereon shall be payable solely from
tax increments (the "Tax Increments ") from the Development
Property and the Adjacent Property (as defined in the Development
Agreement) which are paid to the Authority and which the
Authority is entitled to retain pursuant to the provisions of
Minnesota Statutes, Sections 469.174 through 469.179, as the same
may be amended or supplemented from time to time (the "Tax
Increment Act "). This Note shall terminate and be of no further
force and effect following the Final Payment Date defined above,
on any date upon which the Authority shall have terminated the
Development Agreement 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 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
and laws of the State of Minnesota, including the Tax Increment
Act.
988288.9
1 -2
r
• This Note may be assigned only with the prior written
consent of the Authority. In order to assign the Note, the
assignee shall surrender the same to the Authority either in
exchange for a new fully registered note or for transfer of this
Note on the registration records for the Note maintained by the
City. Each permitted assignee shall take this Note subject to
the foregoing conditions and subject to all provisions stated or
referenced herein.
IT IS HEREBY CERTIFIED AND RECITED that all acts, condi-
tions, and things required by the Constitution and laws of the
State of Minnesota to be done, to have happened, and to be
performed precedent to and in the issuance of this Note have been
done, have happened, and have been performed in regular and due
form, time, and manner as required by law; and that this Note,
together with all other indebtedness of the Authority outstanding
on the date hereof and on the date of its actual issuance and
delivery, does not cause the indebtedness of the Authority to
exceed any constitutional statutory limitation thereon.
IN WITNESS WHEREOF, the Economic Development Authority of
Brooklyn Center, Minnesota 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 ,
200
Chair Executive Director
988288.9 I -3
• CERTIFICATION OF REGISTRATION
It is hereby certified that the foregoing Note, as
originally issued on , 200 , was on said date
registered in the name of Talisman Brookdale, LLC, a Minnesota
corporation, and that, at the request of the Registered Owner of
this Note, the undersigned has this day registered the Note in
the name of such Registered Owner, as.indicated in the .
registration blank below, on the books kept by the undersigned ;
for such purposes.
NAME AND ADDRESS OF DATE OF SIGNATURE OF
REGISTERED OWNER REGISTRATION EXECUTIVE DIRECTOR
Talisman Brookdale, LLC 200
988288.9
I -4
i
• EXHIBIT J
LEGAL DESCRIPTION OF
ADJACENT DEVELOPMENT PROPERTY
[Insert legal description of 5 anchor store properties]
Penney's Store- Registered Land Survey No. 1469 Tract C
as on file with the Registrar Tract D
of Titles in Hennepin County
Dayton's Store - Registered Land Survey No. 1469 Tract E
as on file with the Registrar
of Titles in Hennepin County
Mervyn's Store- Registered Land Survey No. 1649 Tract B
as on file with the Registrar
of Titles in Hennepin County
now Registered Land Survey No.
g Y
1710
Sears Store - Registered Land Survey No. 936 Ex Hwy
• as on file with the Registrar Tract A
of Titles in Hennepin County
Kohl's Store - Registered Land Survey No. 1614 Tract B
as on file with the Registrar
of Titles in Hennepin County
I �
•
988288.9 J-1
01/14/00 FRI 16:39 FA 305 6 62961 6 TALISMAN COMPANIES LLC - 042
EXHIBIT K
• DA
YTONS AGREEMENT
• .
Brookdalo 09=11999
-
BROOKDA.LE CENTER
BROOKLYN CENTER, MINNESOTA
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING AGREEMENT
THIS SEPARATE AGREEMENT is made as of U�.�' 3 1999, by and
between TALISMAN BROOKDALE, LLC, a Delaware limited liability Company,
("Developer'), and DAY "0 HUDSON CORPORATION, . d/b /a/ Dayton's, a Minnesota
corporation ("Dayton's'. '
WITNESSETH:
• RTHEREAS, 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'l by and among, inter alia, Developer and Dayton's; and
WHEREAS, Dayton's and Developer's predecessor have also entered into a
Supplemental Agreement dated May 18, 1978 (the "Supplemental'l; and
Vn EREAS, 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- Shareholdcr Contribution to Capital, payable as set forth in Section 2 below; and
'01 /14/00 FRI 16:39 FAX 905 6629616 TALISMAN COMPANIES LLC (1 04 3
•
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 shall have the
• meanings set forth in the Operating Agreement.
2. Mall Renovation. Developer agrees to remodel the interior common areas of the
mall and the external common areas as well as make all associated off -site improvements (the
"Mall Renovation") consistent with (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 sofa costs in constructing the Mall Reno vation. Developer p 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
R constructed in compliance with all applicable zoning, fire and building.
Mall Renovation shall be constru p PP
codes and in a good and workmanlike fashion. No Mall Renovation
work or other construction
work of any kind shall be conducted within the area marked on the Site Plan as "No Construction
• Area" during the months of November, December, and during Dayton's Jubilee and Anniversary
Sales without Dayton's written consent, such consent to be granted, withheld or conditioned in
Dayton's sole discretion.
0- 1/14/00 FRI 16:39 FA 305 6 TALISMAN COMPANIES LLC Z044
•
Developer shall submit to Dayton's within ninety (90) days of the date of this Agreement,
proposed design developmcnt drawings and plans for the Mall Renovation. The parties
acknowledge approval of the Mall Renovation does not include the right of approval of
individual tenant store interiors or store fronts. Dayton's shall then have thirty (30) days in
which to provide its comments or approval of the plans, such approval not to be unreasonably
withheld. Developer and Dayton's agree to cooperate on approval of such plans and upon such
approval such plans shall be referred to as the "Mall Renovation Plans ". To permit full exercise
of Dayton's rights under Sectioa 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 $957,500. The second installment shall be due
within ten (10) days of (a) Dayton's commencement of construction of the remodel of the DDC
Building; and (b) written notice by Dayton's to Developer of the commencement Each
subsequent installment payment of the Capital Contribution shall be made on the first day of the
next seven (7) months thereafter until the Capital Contribution has been paid in full; provided
that Dayton's is. then proceeding diligently to construct the remodel of the DDC Building or has
completed the remodel
(B) To assure Dayton's that su$cie= 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 (u) 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 =dit shall designate Dayton's as the sole beneficiary,
01/14/00 FR 16 :40 FA X 90s 6629 616 TALISMAN COMPANIES LLC 045
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
(u) 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 anti used
to fund the Capital Contribution. Aftr 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 B.uildine. 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
01/14/00 FRI 16:4 FAZ 305 6 TALISMAN COMPANIES UC
_ X1046
Renovation, subject to force majeure, within 24 months of the date of this Agreement. Prior to
commencement of the DDC Building Renovation, Aayton'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.
S. CAM Contribution. Effective as.of January 1, 2000 and notwithstanding anything
to the contrary in Articles 1X, X, and XVIII and' all other provisions of the Operating Agreement,
• Dayton's agrees to contribute $183,600 annually toward the cost and expense of operating and
maintaining the Enclosed Mall and the Shopping Center, including both Exterior Common Area
and Interior Common Area Maintenance and Expense, as well as all contributions to any
merchants' association, promotional fund or any other Enclosed Mall or Shopping Center fees or
costs ("Mall Costs'). This amount shall be payable in annual installments in advance. Dayton's
obligation to contribute to Mall Costs shall continue only for so long as both of the following
occur. ;
(a) a retail store on the DDC Site (1) is required to be operated pursuant to the
Operating Agreement; or (ii) is being bperated; and
(b) the Enclosed Mall (i) continues'to be open and operating in accordance with the
terms of the Operating Agreeme=.and this Separate Agreement, (H) continues to
abut and the retail store the UDC 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.
i
f .
I
0'1/14 FRI 1 6:40 FAa 305 6629616 TALISMAN COMPANIES LLC Z047
Should the Enclosed Mall be closed for any reason for more than thirty (30) consecutive days in
any one year, Dayton's annual contribution shall lie prorated on the basis of 360 days, and
payment shall be. made only for the - days it !is open. Dayton's annual contribution to the
operation and maintenance of the Mall shall bG increased every three (3) years by five percent
s
(5 %) of the then amount of the annual conribution commencing on January 1, 2002 and
i =
thereafter on the third (3rd) anniversary of each such adjustment date during the term of the
Operating Agreement.
6. Percentage Fee.
6.1. Imposition of Fee. Effective± as of the completion of the DDC Building
Renovation, as evidenced by the Certificate; Dayton's shall pay to Developer, in lieu of
additional contributions for special assessments and Mall Costs beyond those provided for in this
• Separate Agreement, a percentage fee equal to (i) one percent (1 4 /o) of Dayton's annual Gross
Sales, if any, (as defined below) exceeding Tli rty -five Nrillion 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 l�fillion Dollars ($45,000,000). Such percentage
payment shall be paid on an annual basis withiii 120 days after the end of each calendar year (the
f
"Payment Year"). j l
f l!
{1 1
i
6.2. Disclaimer. Notw' standing anything to the contrary contained herein,
Dayton's shall have no obligation, express of impli4. 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 Da*es makes no representation or warranty, express
or implied, that any Gross Sales will be gene =d at the DDC Building. Except as to be
provided in the Amendment as contemplatedby Sectioai 142 of this Agreement, but otherwise
notwithstanding anything to the contrary contained in this agreement, neither Dayton's nor any
successor, assignee or tenant of Dayton's, shim]. have any obligation, express or implied, to open
• M f 1 or 1
any business at the DDC Site, to remain open• business in the event a business is opened at the
DDC Site, to reopen for business is the event a Business is opened at the DDC Site and then
closes, or otherwise to conduct any business ai the DDC Site.
i =
01„/1.4/•00 FRI 16:41 FAX 305 6629616 TALISMAN COMPANIES LLC 048
s
t
.
6.3. Records. Dayton's shall ep and make available to Developer complete
and accurate records of its Gross Sales, includink all pertinent original sales records. Dayton's
statements of Gross Sales, and all information oti wined from examination of Dayton's books and
records shall be deemed strictly confidential " shall not be disclosed to any third parties.
' p
Within 120 days following the end of each Payment Year, Dayton's shall furnish to Developer a
statement of Gross Sales made during such Payment Year. If the annual statement shows that a
percentage payment is due, the annual statement shall be accompanied by payment of the amount
i. -
due. Dayton's records relating to Gross Sales y on or for the DDC Building shall be open for
inspection by Developer or its 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 as 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- rcpoitod 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 factual sales price of all merchandise sold in the
ordinary course of business to retail customersat the DDC Building by Dayton's, or any tenant
of Dayton's. All of the following shall be excl from "Gross Sales ":
(a) Any sums collected and'paid out fog; sales or excise taxes based on the sale
of merchandise and required by laws whether now or hereafter in force, to
be aid b Dayton's its tenant or collected from its customers, to the
P � Y y� ns or ,
extent that such taxes b been included in the gross sales price.
i
(b) The exchange or tratisfe of merchandise between the stores of Dayton's
or its tenant, provided. such excba ages or transfers of merchandise are
made solely for the coaveenient operation of the business of Dayton's or its
tenant and not for the purpose of ebasummating a sale made at, in, from,
or upon the DDC Building-
MUf% -I *AL t -0
DI/1 FRI 16:41 FAX 305 6629616 TALISMAN COMPANIES LLC
r
Z 049
(e) The amount of returns tot sh ppers or manufacturers.
(d) The amount of any prom6tibnal allowances.
(e) The amount of any cashi or credit refund made upon any sale where the
merchandise sold, or soi q e part thereof, is returned by the purchaser.
M Sales of fixtures.
• s;
(g) Sales from vending mact&s.
• a
(h) Sales of postage stampsd
(i) Rental fees or sales of s c ervices.
G) Sales of tickets (mcluag airline, lottery tickets and all ticket master
sales).
(k) Sales of money orders. d i
(1) Tips and gratuities pad! il o employees of Dayton's or its tenant (whether in
cash, by credit card or charge account).
• (m) Bad checks and uncoll . - ed credit and charge accounts.
a
(n) Any sums and credits received in settlement of claims for loss or damage
to merchandise in preansit to Dayton's or its tenant.
i
(o) Any sale in bulk of a or substantially all of Dayton's or its tenant's
V. .
inventory in connectiog'with the'sale or transfer of Dayton's or its tenant's
business or the cessatiol of 'such business.
(p) Any rent and other cc oancy charge paid by any tenant, concessionaire,
licensee, �r other third party; provided the gross sales of any such party
have been included M voss Sales ".
(q) Any depniits, receipts "1 fees and other amounts relating to any banking
facility or,busb=s, ieg'rardless of whether said banking facility or business
is operated by Dayton's or by any tenant, concessionaire, licensee or other
third party.. a '
(r) Gift certificates.
(s) Sales of materials for gc;x;cling.
• (t) Sales to employees` o' i qualified annuitants of Dayton's, its affiliates or
subsidiaries.
U;
01/.14/00 FRI 16:41 FAX 305 6629616 TALISMAN COMPANIES LLC X1050
(u) Sales transacted through ixotnet, a -mail or electronic means which are
fulfilled from stock locat a i at the DDC Building.
•i '
(v) Any reimbursement for and/or handling fee paid in connection with,
coupons (whether ors' coupons or store coupons).
7. Real Estate Taxes and Saeoial , kssessments. Notwithstanding anything to the
M
contrary in Article XT! or any other provisi of the Operating Agreement, Dayton's shall,
effective as of July 1, 1999, be obligated : i pay only those real estate taxes and special
i y
assessments assessed against the DDC Site, D4 Building and the DDC Parking Area; provided
I
that in no event shall the DDC Parking Area ' eld 390,000 square feet. Dayton's shall have no
obligation to contribute to the real estate • , and special assessments assessed against the
Equitable Site or any other portion of the S'l piling Center. Developer shall cooperate with
3
Dayton's in reconfiguring the. DDC Parking to constitute a separate tax parcel. If any
special assessments or other similar charges ; I es assessed against the DDC Site, Building or
Parking Area as a result of the Mall Renovate 't
g p, Developer shall promptly reimburse Dayton's
for such assessments or char es. The land cot sld the DDC Site and the DDC Parking Area
shall not becomc subject to a minimum assew I ient for real estate tax purposes as a result of any.
public financing which supports either dire6d` , r nidirectly the Mall Rcnovation. Dayton's shall
have the exclusive right to protest real estate es and special assessments assessed to the DDC
Parking Area. ' I • '
I i
S. Utilities. Notwithstanding - Ax "cle XL of the Operating Agreement, Dayton's
obligations under that Article shall not in any pne. calendar year exceed one hundred five percent
(105 1 /) of the amount paid under that Artir1'' preceding year. At no time shall Dayton's
be liable under the Operating Agreement for y costs of replacing or maintaining the heating,
air conditioning and ventilating system that w�luld be categorized as capital costs under generally
accepted accounting
ep ting Principles. � �
J.
tll /14/00 FRI 16:42 FAX 905 6629616 TALISMAN COMPANIES LLC X1051
'r
L �
9. Repurchase Rizht. r F
i
9.1 Grant of Option. D ' eloper irrevocably agrees to waive the right to
repurchase E) urchase under Section XLII of the 0' i! s
bng Agree �ment in consideration of the right to
repurchase provided in this Section. Accordingly, no I - thstanding Article XLHP of the
Operating Agreemen but subject to Section 0�'of this A ' cement, if a Dayton's
t, m , gr t, () yt discontinues
operation of the DDC Building for a single ias Iietaitl purp se for a period of one hundred eighty
(180) consecutive days; (b) Dayton's transf T ' ' its ownership and exce entity operation of the DDC Building
M
exc t to an affiliated or related or in nnection v�ith a financing or sale/leaseback type
ty '
cif ,,
transaction; or (e) Dayton's otherwise desires':Uiniplemeni the procedures of this Section 9 after
the period of Dayton's operating covenant U R by Section 152, Dayton's shall provide
'
Developer with prior written notice thereoL ;F r a ninety (90) day period after the date of the
written notice or action (the "Option Period'.') I Developer shall have the option (the "Option!) to
• require Dayton's to convey to Developer tTi I}DC Site and the improvements located thereon
(exclusive of trade fixtures and merchandise `�bayton's ) for a purchase price equal to
the Fair Market Value as defined in Sean•+ , 9 D.. eloper may exercise the Option by
Providing written notice to Dayton's of its it ion to p e together with an earnest money
deposit of $1,500,000 by wire or certified , c1iOpkimade payable to Dayton's during the Option
Period, time being of the essence. The �t �mency deposit shall be non - refundable, but shall
be applied to the purchase price. If Develop !doffs not provide written notice within the Option.
Period, then Developer shall have no right this Agr -emeat to purchase Dayton's Property
on that or any other occasion and all of Devi Viers rights under this Section shall terminate.
U. '
9.2 Determination of Fait! I Liet Valut. "Fair Market Value" shall mean the
fair market value of the Dayton's Prop eitjtj tim of the execution of this Agreement
g any contribution to that value of tai : remodel if the DDC Buildin excludin ; g contemplated by 1.
this Agreement, multiplied by a ' t�
P Y the Cost
lof Living Index as hereafter defined
between the date of this Agreement and t)iie 1 cate of recoipt of notice commencing the Option
• Period. Developer and Dayton's shall att " j4rto�mutuall,�y agree upon the Fair Market Value of
the Dayton's Property at the time of the exe 'd of this, grcement. If Developer and Dayton's
cannot mutually agree upon that Fair Mar 1 � ague within sixty 60 days after the date of this
Y 8T P �` + �Y ( ) Y
i
01/14/00 FRI 16:12 PAZ 9o5 6629616 TALISW COMPANIES LLC X052
r
Agreement, Developer and Dayton's shall,q' 14hin fifteen (15) days after the sixty (60) day
Period, each select a person to act as r J
the two (2) selected appraisers shall
. p an � arse/ and
promptly mutually select a third appraiser. I Ze initial rvo appraisers cannot agree P �) PP gr upon a
third appraiser, the third appraiser shall b �caected by the then president of the American
Institute of Real Estate Appraisers or a suceekoi organizaion exercising similar functions. Any
person designated as an appraiser shall Betio vledgealile and experienced in the appraisal of
regional shopping centers and be members o f te American Institute of Real Estate Appraisers.
No appraiser shall be in the employment � I
p yment of :el'oper o Dayton's, directly, indirectly, or as an
agent, except in connection with the ap '��il' proce ing. The appraisers shall meet or
otherwise confer as deemed necessary to de•t i ' ne the Fair Market Value. If the determination
of value of any two or all of the appraise"!; 1' be ide a tical in amount, that amount shall be
deemed to be the Fair Market 'Value. If they` ' rmination of all appraisers shall be different in
,
amount, the two closest in appraised value q, .a e aver L and the remaining appraisal shall be
• disregarded and the result of Such averagmg ' ; be del ed to be the Fair Market Value, The
i' II
decision of the appraisers shall be m writing e zA dhall be made as promptly as possible after the
designation of the last additional appraiser,,but in no event later than thirty (3 0) days from the
date of the des/ o .
gnatioa of the last additional, ape /. The costs and expenses of the appraisers
shall be bome equally by Developer and .nis; how no party shall be responsible for
any part of the other's attorneys' fees or s rocess costs with respect to c
y a pp : ' p resp t proceeds.
The Fair Market Value at the ' of the exercise of the Option shall be calculated
by multiplying the initial Fair Market Value.` tinder this Agreement by a fraction, the
numerator of which is the Current Index N !`' and the denominator of which is the Base Index
Number. The "Base Index Number" shall i - level of the Index for the month during which
this Agreement is dated; the "Current Index ember" sha1.1 be the level of the Index for the month
1
in which the Option is exercised, the "Index be the Consumer Price Index for All Urban
Co 1P: I
U.S. City Average, All /terns p� by the Bureau of Labor Statistics of United
States Department of Labor (base year 1 � �6 -$4 =100 I , or any successor index thereto as
hereinafter provided. If publication of the ]a: is discontinued, or if the basis of calculating the
Index is materially changed, then the partied ' I substitiAe for the Index comparable statistics as
�
computed by an agency of the United ., 4 Govern Tent or, if none, by a substantial and
Oi %14/00 FRI 16:43 FAX 305 6629616 TALISMAN CGMPANIES LLC J053
s
responsible periodical or publication of recogad authori .y most closely approximating the result
h
which would have been achieved by the Inde i
,
9.3 Terms of Purchase. oh the determination of the Fair Market Value of
the Dayton's property, the provisions of this I ction 9 shall be deemed to be a purchase and sale
agreement (the "Purchase Agreement') base A.- on the folowing terms and conditions:
(a) Purchase Price. The pure price shat, be the greater of (i) Dayton's Book
,
Value of the Dayton's Prop e 1- -tion ; or CH) Fair Market Value of the Dayton's
Property as determined under 5 9.2.
�
(b) Manner of Payment The e price shall be paid by wire transfer.
(c) As Is Condition. The Da ro be sod in an " ' " condition yto � � perty 1 as ss condition as of
the closing date without any' i e�resentati ' n war re
ing y � o or ty, exp ss or implied, by
Dayton's.
(d) Title Upon close of eserow; Dayton's shall convey the Dayton's Property to
Developer or Developer's n ee by spi vial warranty deed warranting against
Dayton's acts only, subject I to (1) Jovenants, - conditions, restrictions, and,
easements of record, (i) nan- 3elinquent real property taxes and assessments
Prorated to the date of close scrow, an i (iii) matters disclosed by Dayton's to
Developer in writing within C� ' 0) da I after Developer's right to exercise the
,:. �
option to purchase arises, '' . than liens and security interests (such as
mortgages, deeds of trusts a like) voluntarily placed against the Dayton's
Property by Dayton's, for a Dayton'.; shall obtain a recordable satisfaction.
As to items (i) and ('rii), " Io ced � the
nY an n's shall also remove from title to Dayton's
Property restrictio I � ' a st Pro b Dayton's after the
• p Y use P � PAY Y Da Yt
date hereof that, restrict the Ion�ds of retl it use that can be made of Dayton's
Property, Developer may, axe ,( II expense, obtain upon close of escrow an ALTA
policy of title insurance withl ,: ended ccwera a issued by a title company with
` 6�
01/14/00 FRI 16:43 FAX 905 6629616 TALISMAN COMPANIES LLC
9 9054
t�
liability e qual to the full , t
ty Q p price of the Dayton's Property and insuring fee
simple title vested in Develop i r or Developer's nominee, subject only to the
matters specified in (i), (ii) and ii) above.
• �t
t
t
(e) D, eed. Upon opening of escro Dayton's shall deposit with Escrow Holder (as
hereinafter defined) a deed i4 L e form specified in .(d) above to convey to the
Developer Dayton's Property; id bill of sale and other documents reasonably
necessary, duly executed and T escrow, owledged.
(f) Assumption. Upon opening Developer shall deposit with Escrow
Holder all instruments, and ;0dence of completion of all acts, necessary to
release Da
yton s as of the close f escrow to the fullest extent from its obligations
under the Operating Agreeme j and containing an as by Developer of
• all duties, obligations and cq`v is imposed upon Dayton's pursuant to the
Operating Agreement, togethcn a Developer's covenant to indemnify, p rotect,
! 4 t p
defend and hold Dayton's ess from and against any claim, loss or damage
occurring after the sale of the n Property to Developer.
ri
(g) Closing Costs Developer ands Dayton's shall each pay one -half (1/2) of any
escrow fee for the sale and p ` I Lse of the Dayton !s Pro perty. perty. All other costs and
closing i
g expenses shall be paid, Developer.
(h) Taxes, Developer and Da 's 1 a
P Y� ,! pro rate th real estate taxes and installments
� �
of special assessments due anc'
,� yable in the year of closing and Developer shall
,..
assume payment of any ' t tats of special assessments due and payable
-
thereafttr.
u�
r �
Within thirty (30) days after the exercise ofl,L. option, Developer and Dayton's shall open an
• ,�
escrow (the "Escrow') with an escrow comp�nl ("Escrow Holder') mutually acceptable to them
and deposit a signed copy of this Agree t with Escrow Holder. The Escrow shall be
r.
scheduled to close no later than thirty (30); I ays after the opening thereof. Developer and
u:
J247
Olil4 /00 FRI 16:43 FAX 305 6629616 TALISMAN COMPANIES LLC
i X 05 5
• I
Dayton's shall promptly sign standard form if escrow instructions supplied by Escrow Holder,
Provided, however, in the event of a connk-g in the escrow instructions and the Purchase
Agreement, the terms of the Purchase Agreement shall control.
9A Developer's Rights Pending Exercise. No rights granted to Developer
Pursuant to this Section 9 shall create any � j 6 in Developer to participate in any award or
proceedings of any taking by eminent domain or deed in lieu thereo or to
f participate in any
insurance claim, or to otherwise make any cbt= of right or ownership of the Dayton's Property,
and this option shall automatically terminate as to any portions of the Dayton's Property so taken
_ or conveyed.
10. Extended Dark 'Period. No Zscontinues ithstanding the provisions of Section 9, no
repurchase right will be created if Dayton's o eration of the DDC Buil '
g £or a
� p din
• period of up to eighteen (18) months as a retal of a conversion of the DDC Building to another
retail format and attendant remodel or recon'szvction 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 o erations and Dayton's shall have commenced the
Conversion Remodel within nine (9) months Io the cessation of operations.. In connection with
any Conversion R=odel, Developer shall, i on written request from Dayton's, convey to
Dayton's such additional land as is n ' ' order to expand the DDC Site to include all of
the Permissible Building Area shown on the ite Plan at a p urchase rice of Ten Dollars $10.00
P P ( )
and otherwise on the applicable terms of Sec 'on 9.3. In connection with such conveyance,
Developer shall cooperate with Dayton's to red the Operating Agreement to define the DDC
Parking Area to include only so much of the existing DDC Parking Area as is required to
maintain the required parking ratio for the j lunber of square feet ' within the remodeled or
reconstructed DDC Building. Developer shah also cooperate with Dayton's in reconfiguring as a
1
separate tax parcel, tiie DDC Site, Building; an3 newly reconfigured DDC Parking Area. From
the date of the conveyance of the additional land, Dayton's shall only be responsible for real
• estate taxes and special assessments, to I extent required under Section 7, on this newly
reconfigured tax parcel. U
;
i
.1
i,
i 01/14/00 FRI 16:44 FAb 9Q5 6629616 TALISMAN COMPANIES LLC j056
•
11 • Kiosks No kiosks, retail merchandising units or push carts (collectively
"Kiosksl shall be placed within one hundred (100) feet of the Dayton's entrance onto the
Enclosed Mall, except for the existing Kiosks shown on the Site Plan, without Dayton's consent,
such consent to be granted or withheld in Dayton's sole discretion.
12. Dayton's Court Dayton's shal have the right to review and approve the design
of the area within the Enclosed Mall within three hundred (300) feet any opening to the DDC
Building (the "Dayton's *Court'] at all tim I during the term of the Operating Agreement,
including the decor, the amenities, the layo the color, the materials, the decorative elements
and the fiunishings 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, including 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 shill 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 ParW if Developer's conduct of the maintenance, in
Dayton's sole discretion, materially impairs the conduct of Dayton's business. Dayton's may
exercise this right by written notice to DeveLper designating a date (which date shall be no
fewer than thirty (30) days thereafter), as o it shall perform, for the portion of the
Common Area located on the DDC Site, the obligations assumed by Developer with respect
thereto under Article Dc of the Operating Agp eat Upon the effective date provided in the
notice. Dayton's shall `(a) be deemed to have a ssumed (and accordingly, Developer to have been '
relieved of) such obligations and any other obligations of Developer under this A
greement for
• the maintenance and operation on that portio 1 o#' 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 A eement for an period - of e while such take -over contimie
$r y pe tim thereafter l su s.
01`/14/00 FRI 16:44 PAX 305 6629616 TALISMAN COMPANIES LLC 0 057
Dayton's may at any time thereafter, at its q tion, rescind its take -over, by at least thirty (30)
days written notice to Developer, provided, luther, that Dayton's may again - serve
Yt Y g a notice of
take -over as specified above. No cancellation of take -over shall be effective unless the Common
Area on the DDC Site shall, at such time as! the cancellation is intended to be effective, be in
approximately as good a condition as when last maintained by Developer, reasonable wear and
tear excepted. During such period of time w Dayton's may have taken over and be performing
the Common Area maintenance obligations c n the DDC Site pursuant to this Section, Dayton's
at its own cost and expense, shall provide the 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 ol iligatioa may be satisfied by its program of
self and Developer shall be relieved of e obligation
p th to provide such Common Area
liability insurance for the DDC Site during su6h period of time.
• 14. Remodel Space. Developer sltall provide to Dayton's during the period of time
that Dayton's is conducting its remodel of the DC Building, as contemplated under Section 4 of
this Separate Agreement, one mall shop spacl , fully served.by utilities, of approximately 2,000
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 hours. Developer may relocate the space,
at its expense, up to two times during the perio
d of Dayton's use. Dayton's use of the space shall
not be subject to any rent, tax, common area, Vitility or other occupancy expense of any kind.
1S. Amendment of Opera' A� eement.
tin.R �r The Operating Agreement shall be
considered amended as follows and Dayton's and Developer agree to execute deliver and
Developer agrees to exercise its best effort to obtain execution and delivery from all other
required parties of an amendment (the "Am.'endment ") to the Operating Agreement that will
provide for the following items:
• 15.1. Site Plan. The Site Plan attached as Exhibit X to this Separate Agreement
shall be substituted for the Site Plan attachectito the Operating Agreement,
01/14/00 FRI 16:44 FAX 305 6629616 TALISMAN COMPANIES LLC 2058
•
15.2. Dayton's Operating C0 Provided that Sears and J.C. Penny have
given similar operating covenants, Articles Y4(B) and XLI of the Operating Agreement will be
amended so that Dayton's will provide a the 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 cov and agreements are expressly conditioned upon
the performance by [Developer], its successors and assigns of its obligations under
Article [reference to Amendment provisions contemplated by Section 15.3],
(A) that for a periol commencing n the date of completion plet:on of the
[DDC Building Remodel, as establislied under the Certificate] and terminating on the
earlier to occur of (i) January 31, 2003; or (1i) three years thereaf Ler (the "Operating
Period', Dayton's shall continuously Operate on the DDC Site a retail department store
(the "Dayton Department Store,% 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 periads of interruption shall be minimize to the extent
• reasonably possible in accordance wvWthe terms of this agreement;
03) that the Dayton Department Store shall at all times during the
Operating period be a retail departmeo store as operated by Dayton's on the DDC Site at
the date of this agreement, as such eration •may be modified from time W 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 ti. 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 I dinnesota;
(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.:dross Floor Area of at least 200,992 square feet,
subject to the Effects of any taking in ct, ondemnation and shall have at least two levels at
and above ground level;
(E) that the Dayton Department Store shall at all times during the
Operating Period have at least one (1 entrance onto the Enclosed Mall open during the
business hours-of Dayton's and the
(F) that during the Operating Period Dayton's shall operate one
hundred percent (100 %) of the Daytoi 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 provision of this Article, which store shall be op
:� T
01/14'00 FRI 16:45 FAX 305 6629616 TALISMAN COMPANIES LLC 059
for business during the regular and customary hours on all business days observed by at
least one other Dayton's Store ope r ati ng i th M Paul, Minnesota
metropolita 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 s "Dayton's", "Hudson's" and "Marshall Field's" 'depa
stores, which are its higher quality retail operations, and "Target" department st ores
which are its discount operation. It is agreed that the Dayton Department St i now
and will continue during the Operating Period to be operated as one of Dayton's hi
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.
• Agreement 15-3. Developer's Operating Covenant. Article VI(B) of the Operating
shall be amended so that Developer shall provide an operating covenant under the
following language:
So long as DDC and Dayton's perform their respective obligations under Article
VI(B) and Article YLI 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 XL1 (as amended) (i) continuously operate or cause to be
operated the Enclosed Mall pursuant to the terms - of this agreement under th 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 Minneapolis-St Paul metropolitan area in which a Dayton's
store is located so as to provide a wide range of retail and related consumer services
except during the Mall Renovation; and (iii) furnish or cause to be 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 XL
hereof. In the event of condemnation and/or damage or destruction from fire or any
casualty as provided in Articles XVI and XVH 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 Cross Floor Area in a single section of the restored Shopping Center.
01%14/00 FRI 16:46 FAX 305 6629616 TALISMAN COMPANIES LLC (1060
15.4. Parking Ratio Section VII (C) of Operating Agreement shall provide for
parking ratio of 4.5 throughout the Entire Premises (including all outparcels).
15.5. Right . 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.
16. Affirmation of Operating Agreement and &m2l=ental Except as provided
herein, the te=s and provisions of the Operating Agreement and the Supplemental shall remain
in full force and effect
17. No_ tices 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. ALqo mcnt. 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. Govemine L•aw This Agreement shall be governed by and _ construed in
accordance with the laws of, or applicable to; the State of Minnesota.
19.1. Lender Exculpation 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 555,000,000 as Mall Renovation.
ui%1 "4:00 FRI 16:45 FAX 305 6629616 _ TALISMAN COMPANIES LLC x!061
•
20. Cross - Default and Contemporaneous Signatures. Dayton's shall not execute and
deliver this Agreement unless Developer executes and delivers to Dayton's a Separate
Agreement relating to the Mervyn's store and land located within the Shopping Center. So long
as Mervyn's and the DDC Site are owned by, related or the same entities, any default by
Developer under the Mervyn's Separate Agreement to Operating Agreement dated on the date
hereof between the parties hereto 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 fast above written.
TALISMAN BROOKDALE, LLC,
a Delaware limited liability company
• BY: •
DAYTON HUDSON CORPORATION,
d/b/a Dayton's
By:
EdwaeJ. Blerman
Authorized ftnatory
-' 0'1'/ 4/00 FRI 16:46 FAX 305 6629616 TALISMAN COMPANIES LLC
j -
Z062
Beak 01/1212000
FIRST AMENDMENT TO
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING A JR.EEMENT
BROOKDALE CENTER
THIS FIRST AMENDMENT is made as )f January , 2000 between TALISMAN
BROOKDALE, LLC, a Delaware limited liability company ( "Developer"), and DAYTON
HUDSON CORPORATION, d/b /a Dayton's, a Minnesota corporation C Dayton's ").
RECIT. -LLS:
A. Developer and Dayton's entered -nto Dayton's Second Separate Agreement to
Operating Agrcement dated 31, 1999 (the 'Agreement').
B. Under the terms ' of the Agreemprit, 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 sutmitted 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 c 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 v agree as follows:
1. Caoitalized Terms. Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement.
2. Extension for Submission of M:ll Renovation Plans and Mall Renovation.
Notwithstanding Section 2 of the Agreement, (i 1 Developer shall have until May 1,• 2000, to
submit to Dayton's the proposed design dev :lopment drawings and plans for the Mall
Renovation; and (ii) Developer shall have until November 1, 2001 to complete the Mall
Renovation within the Dayton's wing and the center court of the Enclosed Mall, subject to force
majeure. In confirmation of the Agreement, if Developer fails to timely complete the Mall
Renovation by this required date, Dayton's shall have no further obligations under Section 15.2
of this Agreement.
3. Extension for Pavment of Contri' mflon. Notwithstanding Section 3(B) of the
e
p
Agreement, Developer shall have until March ll, 2000, to comply with its obligations under
Section 3.(B) of the Agreement. In confirmation bbf the Agreement, the parties acknowledge that
if Developer fails to comply with its obligations o a 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
I _
0`1/14/00 FRI 16:46 FAX 305 6629616 TALISMAN COMPANIES LLC
_ X1063
•
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.
3
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.
S. Definition of FMV. For purposes of Section 9, the parties agree that the "Fair
Market Value" of the Dayton's Property at the of execution of the Agreement excluding any
contribution by the remodel of the DDC Building is Dollars
(S �•
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,
abelaware limited liability company
Its:
DAYTON HUDSON CORPORATION,
d/b/a Dayton's
By.
Its:
3
i
' I .
I
04/09/01 MON 09:23 FAX 30s 6629616 TALISMAN COMPANIES LLC 1&02
Apr, 6. 2001 3 No, 9Z35 r. Z/ d
• BROOKDALE CENTER
BROOKLYN CENTER, MINNESOTA
SECOND AMENDMENT TO
DAYTON'S SECOND SEPARATE AGREEMENT TO
OPERATING AGREEMENT
THIS SECOND AMENDMENT TO SEPARATE AGREEMENT is made as of
March 30, 2001, by and between TALTSMAN BROOKDALE, LLC, a Delaware limited liability
company ( "Developer'), and TARGET CORPORATION, formerly known as Dayton Hudson
Corporation, d/b /a Dayton's, a Minnesota corporation (`Dayton's ").
WITNESSETH:
WHEREAS, Dayton's and Developer's predecessor have previously entered into
an Operating Agreement dated May 18, 1978 and recorded May 18, 1978 as Document No.
• 1273419 in the office of the Registrar of Titles in and for Hennepin County (the "Operating
Agreement ") by and among, inter alia, Developer's predecessor and Dayton's; and
WHEREAS, Dayton's and Developer's predecessor also entered into a
Supplemental Agreement dated May 18, 1978 (the "Supplemental'); and
WHEREAS, Dayton's and Developer entered into an agreement known as
Dayton's Second Separate Agreement to Operating Agreement dated August 31, 1999 which
was amended by First Amendment to Dayton's Second Separate Agreement, dated March 10,
2000 (the ` Tirst Amendment" and, collectively, the "Second Separate Agreement"); and
WHEREAS, Dayton's and Developer intend herein to modify certain specific
provisions of the Second Separate Agreement, as hercinafter provided.
• 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 paTties agree as follows in modification of
the Second Separate Agreement:
04/09/01 MON 09:23 FAX 305 6629616 TALISMAN COMPANIES LLC 2003
Apr. 6, 2001 4:OOP No, y 'l35 r. Jin
• 1. Capitalized terms used, but not dcfined herein, shall have the meanings set
forth in the Second Separate Agreement.
2. The Second Separate Agreement is hereby modified so as to substitute the
Exhibit X attached to this Second Amendment in place of the Exhibit X attached to the Second
Separate Agreement for all purposes thereof,
3. Paragraph 2 of the Second Separate Agreement is hereby modified to
delete the date "November 1, 2000" from the ninth line of said paragraph, and substitute the date
"November 1, 2001" therefor. The last sentence of Paragraph 2 of the First Amendment r
in full force and effect.
4. Paragraphs 3(A) and 3(B) of the Second Separate Agreement (including
the unnumbered paragraphs following said Paragraph 3(B)) are hereby modified to delete such
Paragraphs in their entire and add the followin language in substitution therefore:
P entirety g
"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 Contriibution'� as a Section 118 Non -
Shareholder Contribution to Capital. Dayton acknowledges the receipt of the initial $500
•
P g P
Payment thereof. The remaining $7,660,000 balance of such funds shall be paid to Dayton's on
or before the earlier of (a) April 30, 2001 or (b) the closing under the Purchase and Sale
Agr eement, dated Sep te m ber be ee D eveloper and a 's a ted o the Mall
� t, l5, l 999, be t w een M rtyn r t e
Renovation. Such funds shall be used for purposes of payment to Dayton's of Dayton's Project
Cost, in connection with the DDC Building Renovation. Dayton shall provide a certification by
Dayton's that such funds shall be used to pay Project Costs to be incurred by Dayton's pursuant
to the Second Separate Agreement". Dayton's shall refund to Developer any of such Capital
Contribution not expended or incurred upon the completion of the project. If Developer fails to
make the payment required in P aragraph 3, as above amended, on or before the date required,
Dayton's may, at its option, terminate the Second Separate Agreement and thereafter neither
shall have e t Agreem
Party any liability to the other under the terms of th e Second Separate Agr mein t.
Notwithstandin g such termination , all of the payments made and concessions accrued as of the
date of termination shall be nonrefundable.
• S. Paragrapb 4 of the Second Separate Agreement (including as modified by
Paragraph 4 of the First Amendment) shall be modified so as to delete the third sentence of
Paragraph 4 and the following language shall be substituted therefor: `Dayton's shall exercise
04/09/01 MON 09:23 FAX 305 6629616 TALISMAN COMPANIES LLC X1004
Apr. 6. 2001 4:OOPM tro, UJO r, V 0
• reasonable efforts to complete the DDC Building Renovation, subject to force majeure, on or
before March 31, 2003."
6. Developer, in accordance with the Operating Agreement as supplemented
by the Supplemental and the Second Separate Agreement, has submitted, and Dayton's has
subsequently approved, the Mall Renovation Plans described in the Schedule attached hereto.
7. The extension of the time periods by the Second Amendment do not
extend or affect the period of the operating covenant, if any, under paragraph 15.2 of the Second
Separate Agreement, which shall commence, if at all, and end as now provided therein
(including with January 1, 2003 as the earlior date of termination, if applicable).
8. Developer, represents and warrants to Dayton's that no consents of or
approvals or joinders by any party whatsoever (whether public or private) are necessary in
connection with execution and delivery of the Second Separate Agreement (including as
modified by this Second Amendment) and/or the Amendment described in Paragraph 15 of the
Second Separate Agreement (including as m►odifted by this Second Amendment), including,
• without limitation, pursuant to or under any document or agreement applicable to any portion of
the Enclosed Mall or the Shopping Center, or under applicable law. Developer agrees to
indemnify, defend and hold Dayton's harmless from and against any losses, liabilities, damages
or expenses whatsoever incurred by Dayton's as a result of the aforesaid representation and
warranty not being true and correct. If any such consent, approval or joinder is necessary in
connection with any of Dayton's obligations under the Operating Agreement, the Supplemental
or the Second Separate Agreement (including as modified by this Second Amendment) and such
consent, approval or joinder has not obtained by Developer, then Dayton's at Dayton's option
shall be released from such obligation, and Developer waives any and all of its rights associated
with Dayton's non- compliance with such obligation. Nothing in this Paragraph 8 or elsewhere in
this Second Amendment shall release Developer from its obligations under Paragraph 15 of the
Second Separate Agreement.
9. Developer agrees to provide to Dayton's heating, air conditioning and
ventilation and other utilities as required under the Operating Agreement during such hours as
• Dayton's shall have employees present at the DDC Building (including, without limitation,
during store hours and during store set-up and other pre - and post -store hour periods as shall
from time to time be required by Dayton's (including, without limitation, extended store hours
and pre - and post-store hours during the holiday season and during store sale periods)). All costs
04/09/01 MON 09:24 FAX 305 6629616 TALISMAN COMPANIES LLC 2005
Apr. 6. 2001 4:00PM No. y135 r. V
• and expenses associated therewith shall be subject to the limitation on Dayton's obligations
under Paragraph 8 of the Second Separate Agreement.
10. This Second Amendment may be executed in counterparts.
11. Developer and Dayton's ratify and reaffirm the Second Separate
Agreement (as modified herein). Except as provided herein, the terms and provisions of the
Second Separate Agreement shall remain in full force and effect, except as modified herein.
12. This Second Amendment binds and 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.
IN WITNESS WI MOF, the parties have executed this Amendment to the
Second Separate .Agreement to be effective as of the day and year first above written.
[remainder of page intentionally lcft blank)
•
•
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0 4/09/01 RON 09:24 FAX 305 6629616 TALISMAN COMPANIES LLC 0006
FROM : PHONE NO. : 2127723124 Apr. 89 2WI OG'51AM Pi
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Ak r. E. 2001 WPM No, 9235 0/8
•
TAB BROOKDALF6 LLC.
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EXHIBIT L
FINANCING COMMITMENT
•
988288.9 L-1
0� /0 = /al 1Zi 01 FAZ 81Taa0AL66 itiJ CxtsK � � siewuraa 7str t �..r _, �,.,.,�. �..,
Fleet
March 2. 2001
Talisman Brackdale Associates LLC
1500 San R=o ,Avw=
Coral Gables, Florida 33146
Attention: James S e hl esia , eJ'
Re: Brockdale Center, Mi meapolis, Minnesota
Ladies and Geailomew
Pled National Bank and Rogcncy SavinV Beek, F -S.B. (hezeinnfter, - the "Lenders')
ate pleased to advise Talisman Brookdale Assoclates LL.0 (heceiaaftcr, the `Borrower', a
Delawwo li=itod liability e,*=pany, of their comwit =ent to fuad a syndicated loan faaZiry
(hereinafter, the "LoaeD substantially in accordance with the terms and provision set forth
an ttist certain Summary of Tetras and Conditions attached hereto and made a part hereof
(hetoinafter. the "Summary of Tetras') to provide funds to undertake the construction and
• cotttpletlon of ibe Impmvements (as defined in the Summary of Tams).
This Cortttnitmcat is based upon our presrnt understanding of the contemplated
con=wction 9=d completion of thQ ImptovernenZ (hereinafter, the "Projecn. As additional
or ch=god facts and eircuttnsttcuces become lmown to us, we may impose additional terms
and conditions. Tho t=ns and conditions of thia Commitment arc not bmiled to the
Surszatary orTcrms. 'Those tnaverr which are not covered by or trade clear in the Summary
of Tetras are subject to mutual agreement of the parties.
Thia Cammitmcat is wadi OVAL upon:
i
03 The preparation, execution and delivery of legal documentation hi farm and
substance satisfsetozy to the. Landers' and the Lenders' counsel incorpomtin3
substantially the terms erd conditions outlined or refenod to in this
Committaer<t- and
(b) The abatnce of =W material adverse ch=ge in the business, condition
(financial or otherwise), operations, performance, properUes, or prospects of
(s) th e Borrower or its Principals, or the Guarantors (as defined in the
Snmmgry of Tenns), since the dare of their• respective rMancial srdtataents
=ost recently delis acd to the Lo -ndes or (b) my of the Required Tenants (gs
defined in the Sts =wy of Terms) or Anchor Ovsmere (la defined in tbo
Summary of Tams) since the date hereof, and
e
(c) 7'ho abscnce of any mated adverse change In loan syndication or financial
Received Wit -OZ-Ot ix:GOpo Ftem- 61Tt8Q3t5G To- Paso 02
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