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Home My WebLink About2000 12-21 CCP Special Session CITY COUNCIL SPECIAL MEETING City of Brooklyn Center December 21, 2000 6 p.m. AGENDA 1. Call to Order 2. Roll Call 3. Resolution Approving Amended and Restated Development Agreement With Talisman, LLC -Requested Council Action: - Motion to adopt resolution. 4. Miscellaneous 5. Adjournment To: Mayor Kragness, Councilmembers Hilstrom, Lasman, and Peppe and City Manager McCauley From: Councilmember Nelso Date: December 19, 2000 Re: Item of Discussion for Specially Called Council Meeting I am sorry that I cannot be at the specially called Council meeting at 6PM on Thursday, December 21st as we will be out of state (Columbus, OH) celebrating Christmas with our family at that time. While it may seem unusual that a request for an "emergency meeting" should come from a potential developer with only a little more than thirty days before the date for another attempt at project financing, it should be noted that the request comes after the sales reports for the weekend of December 8th, 9th, and 10th. This probably means that the developer will be seeking no small concessions, and that the burden will now be on the Council "in order that delays do not occur with the financing." From what I have witnessed, just since I came on the Council, I believe it is time to get tough with this developer; at least the Council should start to seek major concessions; for the following reasons: 1) As a Council and as the City of Brooklyn Center, we have been waiting for months for this developer to fulfill his obligations and agreements; we should expect similar responses in the future. 2) This developer may be "the only horse we have to ride," but a bucking, stumbling, or untrained horse is worse than no horse at all; therefore I believe it is time for this developer to demonstrate that he can get his act together. 3) Because of the continuous lack of performance by this developer, the city and the greater community are being drained of their economic vitality; other developers no longer look at our city as a viable option (cf. Office Depot, Drug Emporium, K -Mart, and Toys -R Us). 4) The property value decrease by this Council in 1999 for this developer, as well as other concessions, have had a devastating effect on the revenue available to LS.D. #281; each month that the potential revenue stream is lessened or restricted means that up to one - fourth of the children of our city face the potential for inferior educational opportunities. 5) The time may have already passed for Brookdale to be an updated super Item of Discussion for December 21, 2000 - Page 2 regional mall; Northtown, a sub - regional mall now has basically the same retailers are Brookdale and a new super regional mall is being planned for Maple Grove; Dayton's may be under no obligation in that the developer's "assurances" were based on timely financing and appropriate and timely improvements; the completed project could now be dragged out until Dayton's starts to see a significant revenue improvement at Brookdale; many of Bookdale's current tenants are only in seasonal (short -term lease) kiosks. If it is workable I would backdoor completely o en• the Id ecommend that we now leave the bac doo open; developer can be all wishes, i owed to finish the project whenever he was es but there will be a P P J double enforceable penalty equal to the money that would have been collected by the city and LS.D. #281 prior to devaluation for each month the project (including Dayton's) goes beyond March 15, 2002 ( the original date of the last agreement). There may be the need for negotiation, but it must come while we still have the strength. This developer may be "between a rock and a hard place." But, seeking concessions from the Council (city) each time there is pressure from his creditors is not appropriate, nor will it lead to a solution, even if this developer appears to be able to force the Council into special session. May you and your family enjoy a blessed Christmas celebration and a new year 2001 filled with God's great blessings! Ed and Candy Nelson BROOKDALE CENTER PAGE 1 of2 BROOKLYN CENTER, MINNESOTA Tenant Roster Old I Square Footage Ste. No. Tenant Name I @ 1/01 @2/021 TOTALS I 860,856 941,308 T8 Adecco 0 0 T6 / T22 Advants, Inc. 0 0 T27 Airbrush Art 0 0 T12 Airbrush Art (Storage) 0 0 22 American Eagle 0 5,500 PAD 1 Applebees 4,650 4,650 3504 Asian Express 842 842 9A Auntie Annes 0 453 0190 B Dalton Bookseller 5,648 0 73 Babbage's ETC., LLC d/b /a Gamestop 0 1,000 1 Barnes & Noble 0 28,017 7/6 Bath and Body 115 115 Brookdale Buick Pontiac (Lot) 0 0 0220 Brookdale Ford 1,741 1,741 25 Brugen Jewelers 992 992 T5 Calendar (Seasonal) 0 0 4510 California Closets 0 0 T4 Candy Circus 0 0 0390 Car-Lene Research 1,103 1,103 0145 Carlton Cards & Gifts (Existing) 1,470 0 71 Carlton Cards & Gifts (New) 0 3,036 69 Casual Corner 3,347 3,347 6 CCI Wireless (Storage) 0 0 T24 CCI Wireless (Existing) 0 0 K1 CCI Wireless (New) 0 224 0183 Champs Sports 5,134 5,134 F2 China Max 0 750 0200 Christopher & Banks 3,540 3,540 0365 Claire's Boutiques 840 840 3509 CocoKabana 599 599 27 Contempo Casuals 3,470 3,470 3511 Cooper's Watchworks 228 228 T38 Custom Remodelers 0 0 20B d.e.m.o. 0 2,073 2200 Dayton's 200,992 200,992 3506 Decor 2000 615 615 7/1 Decor 2000 (Storage) 300 300 0105 Desmond's Mens Formal Wear 1,273 1,273 0205 Estes Hallmark 2,316 2,316 3514 Express Teller 16 16 29 Fanny Farmer 806 806 3505 Food Express 587 587 140 Footlocker (Existing) 3,626 0 18 Footlocker (New) 0 5,059 T20 Foto Fantasy 0 0 61 GAP Inc Stores / GAP 12,804 12,804 0162 General Nutrition Center 1,427 1,427 T17 Geppeddo Dolls 0 0 T5 Go To The Game (Seasonal) 0 0 0100 Golden Razor 1,324 1,324 345 Goodman Jewelers (Existing) 1,847 0 74 Goodman Jewelers (New) 0 1,719 PRINTED 12/21/00 BROOKDALE CENTER PAGE 2 of BROOKLYN CENTER, MINNESOTA Tenant Roster Old Square Footage Ste. No. Tenant Name @ 1 /01 @ 2/02 TOTALS I 1860,856 941,308 0164 Gordon's Jewelers 1,328 1,328 370 Helzberg Diamonds (Existing) 1,050 0 21 Helzberg Diamonds (New) 0 1,587 T26 Hickory Farms (Seasonal) 0 0 0179 Hoff Jewelers 1,322 1,322 19B Hot Topic 0 1,618 3515 Instant Cash Machine 16 16 K8A Intuitive Solutions 0 0 2100 JC Penney #1008 -2 140,320 140,320 19C Journeys 0 1,618 0195 K- Fashion 8,069 8,069 T37 Kiddie Rides 0 0 3001 Kohls 75,000 75,000 0343 Lady Footlocker 2,027 2,027 0440 Lane Bryant 6,945 6,945 35.5 Magic Nails 0 796 0185 Maurices 6,703 6,703 2220 Mervyns California 138,279 138,279 3201 Midas Muffler 8,254 8,254 0125 Minnesota Moments 939 939 T21B Music Videos To Go 0 0 405 North Country Art 2,815 2,815 0115 Northern Reflections 1,828 1,828 82 Old Navy 0 22,500 4001 Outdoors Systems Company 0 0 20C Pacific Sunwear 0 3,845 3518 Piercing Pagoda 250 250 RI PNC 0 60 R30 PNC 0 60 6500 Polaroid 0 0 0175 Radio Shack 1,869 1,869 0168 Regis Hairstylists 1,103 1,103 2240 Sears 180,669 180,669 3508 Skyway Jewelers 529 529 68.5 StarTime 0 4,900 395 Tax Mart (Seasonal) 0 0 T9 TerryToons (Seasonal) 0 0 T7 The Battery Store 0 0 T13 The Glass Works (Seasonal) 0 0 0165 The Limited 7,870 7,870 3507 Things Remembered 325 325 9019 Things Remembered - Storage 0 0 F12 Tumbleweed Grill 0 4,200 150 Twinstown (Existing) 3,065 0 33 Twinstown (New) 0 6,364 3516 US Post Office 267 267 T11 Verizon 0 0 410 Victoria's Secret (Existing) 3,317 0 42 Victoria's Secret (New) 0 5,096 30 Vision World 1,680 1,680 62 Wilson's Leather 3,365 3,365 PRINTED 12/21/00 R IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 1 of 7 BROOKLYN CENTER, MINNESOTA Stabilized Income Statement STABILIZED 2002 BUDGET LINE ITEMS I I Square Feet TOTAL Psf I % Tenant Improvement Budget 1,064,013 $ 12,116,563 $11.39 82.56% Income Department Stores 729,636 $ 564,750 $0.77 3.85% Pad Sites 58,850 $ 890,000 $15.12 6.06% Mini Department Stores 62,804 $ 470,844 $7.50 3.21% Mall Stores 212,723 $ 5,948,178 $27.96 40.53% Common Area Expenses 1,064,013 $ 2,759,264 $2.59 18.80% Real Estate Taxes 334,377 $ 2,048,059 $6.13 13.95% Marketing Income 212,723 $ 437,351 $2.06 2.98% Subtotal 1,064,013 $ 13,118,447 $12.33 89.38% TIF Proceeds ($3000000) 6 yrs. @ 8.000% 1,064,013 $ 631,197 $0.59 4.30% Kiosks & Temporary Tenants 1,064,013 $ 662,100 $0.62 4.51% Percentage Rent 1,064,013 $ 40,000 $0.04 0.27% Miscellaneous Income 1,064,013 $ 225,000 $0.21 1.53% Subtotal 1,064,013 $ 1,558,297 $1.46 10.62% Total Income 1,064,013 $ 14,676,743 $13.79 100.00% Vacancy -- on Base Rents -5.00% 1,064,013 $ (393,689) ($0.37) -2.68% Effective Gross Income 1,064,013 $ 14,283,055 $13.42 97.32% Operating Expenses Common Area Expenses 1,064,013 $ (2,759,264) ($2.59) - 18.80% Real Estate Taxes 334,377 $ (2,048,059) ($6.13) - 13.95% Marketing Expenses 212,723 $ (437,351) ($2.06) -2.98% Non - Recoverable Expenses - Incld. Marketing 212,723 $ (109,338) ($0.51) -0.74% Capital Reserves $ 0.10 275,527 $ (27,553) ($0.10) -0.19% Total Expenses 1,064,013 $ (5,381,565) ($5.06) - 36.67% Net Operating Income 1,064,013 $ 8,901,490 $8.37 60.65 % Tenant Rollover $ 0.10 275,527 $ (27,553) ($0.10) -0.19% Underwritten Net Operating Income 1,064,013 $ 8,873,937 $8.34 60.46% ORIX Debt Service 1,064,013 $ (5,813,669) ($5.46) - 39.61% Net Cash Flow 1,064,013 $ 3,060,268 $2.88 20.85% Value on a Capitalization Rate of: 8.250% $ 107,896,849 Senior Loan Underwriting $ 62,850,480 Loan To Value 58.25% Debt Service Ratio 1.526 Rate 9.250% Amortization 0 Constant 9.250% PRINTED 12/21/00 CONFIDENTIAL TIF✓usttfication 3- 13- 00.x1s IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 2 o£7 BROOKLYN CENTER, MINNESOTA Stabilized Rent Roll Stabilized Real Estate Taxes Suite Square Base Rent CAM Recovery Real Estate Tax Recovery Marketing Income T. L Excluding Department Stores No. Tenant Name Footage Annual /PSF Annualized PSF Annualized /PSF Annualized PSF Total PSF Value Value PSF RE Taxes PROJECTED TENANT TOTALS 1,064,013 $ 8,535,872 $ 8.02 $ 2,759,264 $ 2.59 $ 2,048,059 $ 1.92 $ 437,351 $ 0.41 $ 12,116,563 $ 11.39 $ 58,515,975 $ 215.47 $ 2,048,059 Assumptions Tenant Groups Millage Rate 0.000350 Department Stores 729,636 $ 564,750 $ 0.77 $ 589,172 $ 0.81 $ - $ - $ $ $ - $ - Pad Sites 58,850 $ 890,000 $ 15.12 $ 247,346 $ 4.20 $ 360,456 $ 6.13 $ $ $ 1,280,000 $ 21.75 Assesment Value 100 Mini Department Stores 62,804 $ 470,844 $ 7.50 $ 37,804 $ 0.60 $ 37,804 $ 0.60 $ $ $ 4,175,570 $ 66.49 Mall Stores 212,723 $ 5,948,178 $ 27.96 $ 1,884,941 $ 8.86 $ 1,649,799 $ 7.76 $ 437,351 $ 2.06 $ 6,625,993 $ 31.15 Kiosks 0 $ 446,100 N/A $ - N/A $ - N/A $ - N/A $ 35,000 N/A Temporary Tenants 0 $ 216,000 N/A $ - N/A $ - N/A $ - N/A I $ - N/A var 0$ - 0 0 I 0 I { 0 Value PSF $ 2,048,059 DEPARTMENT STORES D1 Dayton's 195,368 $ $ $ 175,831 $ 0.90 $ $ $ $ $ $ $ $ 0 D2 Sears 180,669 $ $ $ 162,602 $ 0.90 $ $ $ $ $ $ $ $ 0 D3 JC Penney's 140,320 $ 384,750 $ 2.74 $ 126,288 $ 0.90 $ S $ $ $ $ $ $ 0 D4 Mervyns 138,279 $ - $ - $ 124,451 $ 0.90 $ $ $ $ $ $ $ $ 0 D5 Kohls 75,000 $ 180,000 $ 2.40 $ - $ $ $ $ $ $ $ $ $ 0 PAD SITES PAD 1 Ground Lease /Applebees 4,650 $ 40,000 $8.60 $ 9,300 $ 2.00 $ 28,481 $ 6.13 $ N/A $ 75,000 $ 813,750 $ 175.00 28,481 PAD 2 Retail/Box 10,000 $ 250,000 $25.00 $ 43,920 $ 4.39 $ 61,250 $ 6.13 $ N/A $ 500,000 $ 50.00 $ 1,750,000 $ 17500 61,250 PAD 3 ATM 200 $ 50,000 $250.00 $ 878 $ 4.39 $ 1,225 $ 6.13 $ N/A $ 5,000 $ 25.00 $ 35,000 $ 175.00 1,225 PAD 4 Ground Lease /Restaurant 15,000 $ 150,000 $10.00 $ 65,880 $ 4.39 $ 91,875 $ 6.13 $ N/A $ 75,000 $ 2,625,000 $ 175.00 91,875 PAD 5 Retail/Box 25,000 $ 350,000 $14.00 $ 109,800 $ 4.39 $ 153,125 $ 6.13 $ N/A $ 625,000 $ 25.00 $ 4,375,000 $ 175.00 153,125 PAD 6 Retail/Box 4,000 $ 50,000 $12.50 $ 17,568 $ 4.39 $ 24,500 $ 6.13 $ N/A $ - $ - $ 700,000 $ 175.00 24,500 MINI - DEPARTMENT STORES 1 Barnes & Noble 25,000 $ 230,000 $9.20 $ 25,000 $ 1.00 $ 25,000 $ 1.00 S $ $ 1,875,000 $ 75.00 $ 4,375,000 $ 175.00 153,125 61 GAP Inc Stores /GAP 12,804 $ 140,844 $11.00 $ 12,804 $ 1.00 $ 12,804 $ 1.00 $ $ $ 1,024,320 $ 80.00 $ 2,240,700 $ 175.00 78,425 82 Old Navy 25,000 $ 100,000 $4.00 $ - $ - $ - $ - $ $ $ 1,276,250 $ 51.05 $ 4,375,000 $ 175.00 153,125 MALL STORES 2 Retail 3,500 $ 122,500 $35.00 $ 31,014 $ 8.86 $ 27,145 $ 7.76 $ 7,196 $ 2.06 $ 87,500 $ 25.00 $ 612,500 $ 175.00 21,438 4 Retail 2,000 $ 40,000 $20.00 $ 17,722 $ 8.86 $ 15,511 $ 7.76 $ 4,112 $ 2.06 $ 50,000 $ 25.00 $ 350,000 $ 175.00 12,250 6 Jewelry 1,500 $ 135,000 $90.00 $ 13,292 $ 8.86 $ 11,633 $ 7.76 $ 3,084 $ 2.06 $ 90,000 $ 60.00 $ 262,500 $ 175.00 9,188 7 Retail 1,025 $ 32,800 $32.00 $ 9,083 $ 8.86 $ 7,950 $ 7.76 $ 2,107 $ 2.06 $ 15,375 $ 15.00 $ 179,375 $ 175.00 6,278 8 Retail 1,025 $ 35,875 $35.00 $ 9,083 $ 8.86 $ 7,950 $ 7.76 $ 2,107 $ 2.06 $ 41,000 $ 40.00 $ 179,375 $ 175.00 6,278 9 Repp Premier 4,000 $ 48,000 $12.00 $ 35,444 $ 8.86 $ 31,022 $ 7.76 $ 8,224 $ 2.06 $ 120,000 $ 30.00 $ 700,000 $ 175.00 24,500 t0 Retail 2,200 $ 55,000 $25.00 $ 19,494 $ 8.86 $ 17,062 $ 7.76 $ 4,523 $ 2.06 $ 44,000 $ 20.00 $ 385,000 $ 175.00 13,475 10.5 Battery Store 900 $ 36,000 $40.00 $ 7,975 $ 8.86 $ 6,980 $ 7.76 $ 1,850 $ 2.06 $ 18,000 $ 20.00 $ 157,500 $ 175.00 5,513 F1 McDonald's 750 $ 58,000 $77.33 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ - $ - $ 131,250 $ 175.00 4,594 F2 China Max 750 $ 65,000 $86.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ $ $ 131,250 $ 175.00 4,594 F3 Villa Pizza 750 $ 53,000 $70.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ $ $ 131,250 $ 175.00 4,594 F4 A &W 750 $ 53,000 $70.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 S $ $ 131,250 $ 175.00 4,594 FS Cinnabon 750 $ 53,000 $70.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ $ $ 131,250 $ 175.00 4,594 F6 Taco 750 $ 53,000 $70.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ $ $ 131,250 $ 175.00 4,594 F7 Charlie's Steakery 750 $ 53,000 $70.67 $ 6,646 $ 8.86 $ 5,817 $ 7.76 $ 1,542 $ 2.06 $ $ $ 131,250 $ 175.00 4,594 F12 Tumbleweed Wilderness 4,200 $ 137,004 $32.62 $ 37,216 $ 8.86 $ 32,574 $ 7.76 $ 8,635 $ 2.06 $ 823,200 $ 196.00 $ 735,000 $ 175.00 25,725 PRINTED 12/21/00 CONFIDENTIAL TIF. /ustification 3- 13- 00.x1s IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 3 of 7 BROOKLYN CENTER, MINNESOTA Stabilized Rent Roll Stabilized Real Estate Taxes Suite Square Base Rent CAM Recovery Real Estate Tax Recovery Marketing Income I T. I. Excluding Department Stores No. Tenant Name Footage Annual /PSF Annualized /PSF Annualized /PSF Annualized /PSF Total PSF Value Value PSF RE Taxes PROJECTED TENANT TOTALS 1,064,013 $ 8,535,872 $ 8.02 $ 2,759,264 $ 2.59 $ 2,048,059 $ 1.92 $ 437,351 $ 0.41 $ 12,116,563 $ 11.39 $ 58,515,975 $ 215.47 $ 2,048,059 Assumptions Tenant Groups Millage Rate 0.000350 Department Stores 729,636 $ 564,750 $ 0.77 $ 589,172 $ 0.81 $ - $ - $ $ $ - $ - Pad Sites 58,850 $ 890,000 $ 15.12 $ 247,346 $ 4.20 $ 360,456 $ 6.13 $ $ $ 1,280,000 $ 21.75 Assesment Value 100 Mini Department Stores 62,804 $ 470,844 $ 7.50 $ 37,804 $ 0.60 $ 37,804 $ 0.60 $ $ $ 4,175,570 $ 66.49 Mall Stores 212,723 $ 5,948,178 $ 27.96 $ 1,884,941 $ 8.86 $ 1,649,799 $ 7.76 $ 437,351 $ 2.06 $ 6,625,993 $ 31.15 Kiosks 0 $ 446,100 N/A $ - N/A $ - N/A $ - N/A $ 35,000 N/A Temporary Tenants 0 $ 216,000 N/A $ - N/A $ - N/A $ - N/A $ - N/A var 0 $ - 0 0 0 I 0 Value PSF $ 2,048,059 F13 Startime 5,700 $ 142,500 $25.00 $ 50,508 $ 8.86 $ 44,207 $ 7.76 $ 11,719 $ 2.06 $ 114,000 $ 20.00 $ 997,500 $ 175.00 34,913 13 Rue 21 3,642 $ 72,840 $20.00 $ 32,272 $ 8.86 $ 28,246 $ 7.76 $ 7,488 $ 2.06 $ 109,260 $ 30.00 $ 637,350 $ 175.00 22,307 14 Retail 5,270 $ 158,100 $30.00 $ 46,698 $ 8.86 $ 40,872 $ 7.76 $ 10,835 $ 2.06 $ 105,400 $ 20.00 $ 922,250 $ 175.00 32,279 17 Spencer Gifts 2,000 $ 64,000 $32.00 $ 17,722 $ 8.86 $ 15,511 $ 7.76 $ 4,112 $ 1.00 $ 60,000 $ 30.00 $ 350,000 $ 175.00 12,250 18 Footlocker 5,000 $ 125,000 $25.00 $ 44,305 $ 8.86 $ 38,778 $ 7.76 $ 10,280 $ 2.06 $ 150,000 $ 30.00 $ 875,000 $ 175.00 30,625 19 Retail 600 $ 39,996 $66.66 $ 5,317 $ 8.86 $ 4,653 $ 7.76 $ 1,234 $ 2.06 $ 12,000 $ 20.00 $ 105,000 $ 175.00 3,675 19A Hot Topic 1,400 $ 49,000 $35.00 $ 12,405 $ 8.86 $ 10,858 $ 7.76 $ 2,878 $ 2.06 $ 70,000 $ 50.00 $ 245,000 $ 175.00 8,575 19B Journey's 1,607 $ 51,424 $32.00 $ 14,240 $ 8.86 $ 12,463 $ 7.76 $ 3,304 $ 2.06 $ 120,525 $ 75 00 $ 281,225 $ 175.00 9,843 20 d.e.m.o. 2,073 $ 47,679 $23.00 $ 18,369 $ 8.86 $ 16,077 $ 7.76 $ 4,262 $ 2.06 $ 103,650 $ 50.00 $ 362,775 $ 175.00 12,697 20A Pacific Sunwear 3,845 $ 88,435 $23.00 $ 34,071 $ 8.86 $ 29,820 $ 7.76 $ 7,905 $ 2.06 $ 192,250 $ 50.00 $ 672,875 $ 175.00 23,551 21 Helzberg Diamonds 1,567 $ 110,000 $70.20 $ 13,885 $ 8.86 $ 12,153 $ 7.76 $ 3,222 $ 2.06 $ 31,340 $ 20.00 $ 274,225 $ 175.00 9,598 22 American Eagle 5,011 $ 90,198 $18.00 $ 44,403 $ 8.86 $ 38,863 $ 7.76 $ 10,302 $ 2.06 $ 250,550 $ 50.00 $ 876,925 $ 175.00 30,692 23 Sam Goody 5,375 $ 97,449 $18.13 $ 47,628 $ 8.86 $ 41,686 $ 7.76 $ 11,051 $ 2.06 $ 107,500 $ 20.00 $ 940,625 $ 175.00 32,922 24 Retail 8,310 $ 149,580 $18.00 $ 73,635 $ 8.86 $ 64,449 $ 7.76 $ 17,085 $ 2.06 $ 315,500 $ 37.97 $ 1,454,250 $ 175.00 50,899 25 Maurices 6,703 $ 180,981 $27.00 $ 59,395 $ 8.86 $ 51,986 $ 7.76 $ 13,781 $ 2.06 $ - $ - $ 1,173,025 $ 175.00 41,056 26 Champs 5,134 $ 92,412 $18.00 $ 45,492 $ 8.86 $ 39,817 $ 7.76 $ 10,555 $ 2.06 $ - $ - $ 898,450 $ 175.00 31,446 27 Contempo Casuals 3,470 $ 55,520 $16.00 $ 30,748 $ 8.86 $ 26,912 $ 7.76 $ 7,134 $ 2.06 $ 208,200 $ 60.00 $ 607,250 $ 175.00 21,254 28 Hoff Jewelers 1,322 $ 85,930 $65.00 $ 11,714 $ 8.86 $ 10,253 $ 7.76 $ 2,718 $ 2.06 $ - $ - $ 231,350 $ 175.00 8,097 29 Fanny Farmer 806 $ 48,360 $60.00 $ 7,142 $ 8.86 $ 6,251 $ 7.76 $ 1,657 $ 2.06 $ 21,359 $ 26.50 $ 141,050 $ 175.00 4,937 30 Vision World 1,663 $ 58,205 $35.00 $ 14,736 $ 8.86 $ 12,898 $ 7.76 $ 3,419 $ 2.06 $ 49,890 $ 30.00 $ 291,025 $ 175.00 10,186 31 Wicks N Sticks 1,165 $ 40,775 $35.00 $ 10,323 $ 8.86 $ 9,035 $ 7.76 $ 2,395 $ 2.06 $ 40,775 $ 35.00 $ 203,875 $ 175.00 7,136 32 Radio Shack 1,869 $ 44,856 $24.00 $ 16,561 $ 8.86 $ 14,495 $ 7.76 $ 3,843 $ 2.06 $ - $ - $ 327,075 $ 175.00 11,448 33 Twinstown 5,000 $ 85,000 $17.00 $ 44,305 $ 8.86 $ 38,778 $ 7.76 $ 10,280 $ 2.06 $ 100,000 $ 20.00 $ 875,000 $ 175.00 30,625 35 Retail 1,600 $ 48,000 $30.00 $ 14,178 $ 8.86 $ 12,409 $ 7.76 $ 3,290 $ 2.06 $ 32,000 $ 20.00 $ 280,000 $ 175.00 9,800 35.5 Magic Nails 735 $ 22,050 $30.00 $ 6,513 $ 8.86 $ 5,700 $ 7.76 $ 1,511 $ 2.06 $ 14,700 $ 20.00 $ 128,625 $ 175.00 4,502 36 Retail 1,262 $ 37,860 $30.00 $ 11,183 $ 8.86 $ 9,788 $ 7.76 $ 2,595 $ 2.06 $ 25,240 $ 20.00 $ 220,850 $ 175.00 7,730 37 Regis 1,103 $ 31,987 $29.00 $ 9,774 $ 8.86 $ 8,554 $ 7.76 $ 2,268 $ 2.06 $ - $ - $ 193,025 $ 175.00 6,756 38 Claire's Boutique 1,029 $ 41,160 $40.00 $ 9,118 $ 8.86 $ 7,981 $ 7.76 $ 2,116 $ 2.06 $ 20,580 $ 20.00 $ 180,075 $ 175.00 6,303 39 Gordons Jewelers 1,328 $ 86,320 $65.00 $ 11,767 $ 8.86 $ 10,299 $ 7.76 $ 2,730 $ 2.06 $ - $ - $ 232,400 $ 175.00 8,134 40 GNC 1,427 $ 42,810 $30.00 $ 12,645 $ 8.86 $ 11,067 $ 7.76 $ 2,934 $ 2.06 $ $ $ 249,725 $ 175.00 8,740 41 The Limited 7,870 $ 141,660 $18.00 $ 69,736 $ 8.86 $ 61,037 $ 7.76 $ 16,180 $ 2.06 $ $ $ 1,377,250 $ 175.00 48,204 42 Victoria's Secret 5,094 $ 91,692 $18.00 $ 45,138 $ 8.86 $ 39,507 $ 7.76 $ 10,473 $ 2.06 $ 407,520 $ 80.00 $ 891,450 $ 175.00 31,201 44 Retail 5,600 $ 140,000 $25.00 $ 49,622 $ 8.86 $ 43,431 $ 7.76 $ 11,513 $ 2.06 $ 420,000 $ 75.00 $ 980,000 $ 175.00 34,300 45 Retail 4,536 $ 136,080 $30.00 $ 40,194 $ 8.86 $ 35,179 $ 7.76 $ 9,326 $ 2.06 $ 226,800 $ 50.00 $ 793,800 $ 175.00 27,783 49 Northern Reflection 1,828 $ 60,324 $33.00 $ 16,198 $ 8.86 $ 14,177 $ 7.76 $ 3,758 $ 2.06 $ - $ - $ 319,900 $ 175.00 11,197 50 Wooden Bird 1,000 $ 30,000 $30.00 $ 8,861 $ 8.86 $ 7,756 $ 7.76 $ 2,056 $ 2.06 $ 150,000 $ 150.00 $ 175,000 $ 175.00 6,125 PRINTED 12/21/00 CONFIDENTIAL T/FJustification 3- 13- 00.r1s I IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 4 of 7 BROOKLYN CENTER, MINNESOTA Stabilized Rent Roll Stabilized Real Estate Taxes Suite Square I Base Rent CAM Recovery Real Estate Tax Recovery Marketing Income T. 1. Excluding Department Stores No. Tenant Name Footage Annual /PSF Annualized /PSF Annualized /PSF Annualized /PSF Total PSF Value Value PSF AE Taxes PROJECTED TENANT TOTALS 1,064,013 $ 8,535,872 $ 8.02 $ 2,759,264 $ 2.59 $ 2,048,059 $ 1.92 $ 437,351 S 0.41 $ 12,116,563 $ 11.39 $ 58,515,975 S 215.47 S 2,048,059 Assumptions Tenant Groups Millage Rate 0.000350 Department Stores 729,636 $ 564,750 $ 0.77 $ 589,172 $ 0.81 $ - $ - $ $ $ $ Pad Sites 58,850 $ 890,000 $ 15.12 $ 247,346 $ 4.20 $ 360,456 $ 6.13 $ $ I $ 1,280,000 $ 21.75 Assesment Value 100 Mini Department Stores 62,804 $ 470,844 $ 7.50 $ 37,804 $ 0.60 $ 37,804 $ 0.60 $ $ I! $ 4,175,570 $ 66.49 Mall Stores 212,723 $ 5,948,178 $ 27.96 $ 1,884,941 $ 8.86 $ 1,649,799 $ 7.76 $ 437,351 $ 2.06 $ 6,625,993 $ 31.15 Kiosks 0 $ 446,100 N/A $ - N/A $ - N/A S - N/A $ 35,000 N/A Temporary Tenants 0 $ 216,000 N/A $ - N/A $ - N/A $ - N/A $ - N/A var 0 $ - 0 0 0 I 0 Value PSF $ 2,048,059 51 Desmonds* EL 1,273 $ 45,828 $36.00 $ 11,280 $ 8.86 $ 9,873 $ 7.76 $ 2,617 $ 2.06 $ - $ $ 222,775 $ 175.00 7,797 PRINTED 12/21/00 CONFIDENTIAL TiF✓ustification 3- 13- 00.x1s IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 5 of 7 BROOKLYN CENTER, MINNESOTA Stabilized Rent Roll Stabilized Real Estate Taxes Suite Square Base Rent CAM Recovery Real Estate Tax Recovery Marketing Income T. I. Excluding Department Stores No. Tenant Name Footage Annual /PSF Annualized /PSF Annualized /PSF Annualized /PSF Total PSF Value Value PSF RE Taxes PROJECTED TENANT TOTALS 1,064,013 $ 8,535,872 $ 8.02 $ 2,759,264 $ 2.59 $ 2,048,059 $ 1.92 1 $ 437,351 $ 0.41 I $ 12,116,563 $ 11.39 $ 58,515,975 $ 215.47 $ 2,048,059 1 1 Assumptions Tenant Groups Millage Rate 0.000350 Department Stores 729,636 $ 564,750 $ 0.77 $ 589,172 $ 0.81 $ - $ $ $ $ - $ - Pad Sites 58,850 $ 890,000 $ 15.12 $ 247,346 $ 4.20 $ 360,456 $ 6.13 $ $ $ 1,280,000 $ 21.75 Assesment Value 100 Mini Department Stores 62,804 $ 470,844 $ 7.50 $ 37,804 $ 0.60 $ 37,804 $ 0.60 $ $ $ 4,175,570 $ 66.49 Mall Stores 212,723 $ 5,948,178 $ 27.96 $ 1,884,941 $ 8.86 $ 1,649,799 $ 7.76 $ 437,351 $ 2.06 $ 6,625,993 $ 31.15 Kiosks 0 $ 446,100 N/A $ - N/A $ - N/A $ - N/A $ 35,000 N/A Temporary Tenants 0 $ 216,000 N/A $ - N/A $ - N/A $ N/A $ - N/A var 0 $ - 0 I 0 0 0 Value PSF $ 2,048,059 52 Golden Razor 1,324 $ 42,368 $32.00 $ 11,732 $ 8.86 $ 10,268 $ 7.76 $ 2,722 $ 2.06 $ - $ - $ 231,700 $ 175.00 8,110 53 Restaurant 5,847 $ 187,104 $32.00 $ 51,810 $ 8.86 $ 45,347 $ 7.76 $ 12,021 $ 2.06 $ 292,350 $ 50.00 $ 1,023,225 $ 175.00 35,813 54 High Fasion Retail 6,422 $ 192,660 $30.00 $ 56,905 $ 8 86 $ 49,807 $ 7.76 $ 13,203 $ 2.06 $ 160,550 $ 25.00 $ 1,123,850 $ 175.00 39,335 56 Retail 588 $ 44,100 $75.00 $ 5,210 $ 8.86 $ 4,560 $ 7.76 $ 1,209 $ 2.06 $ 8,820 $ 15.00 $ 102,900 $ 175.00 3,602 57 Retail 609 $ 45,675 $75.00 $ 5,396 $ 8.86 $ 4,723 $ 7.76 $ 1,252 $ 2.06 $ 9,135 $ 15.00 $ 106,575 $ 175.00 3,730 58 Retail 1,062 $ 31,860 $30.00 $ 9,410 $ 8.86 $ 8,236 $ 7.76 $ 2,183 $ 2.06 $ 15,930 $ 15.00 $ 185,850 $ 175.00 6,505 59 Exterior Retail 10,677 $ 160,155 $15.00 $ 94,609 $ 8.86 $ 82,807 $ 7.76 $ 21,952 $ 2.06 $ 266,925 $ 25.00 $ 1,868,475 $ 175.00 65,397 60 Lane Bryant 6,945 $ 138,900 $20.00 $ 61,540 $ 8.86 $ 53,863 $ 7.76 $ 14,279 $ 2.06 $ - $ - $ 1,215,375 $ 175.00 42,538 62 Wilson's Leather 3,317 $ 92,876 $28.00 $ 29,392 $ 8.86 $ 25,725 $ 7.76 $ 6,820 $ 2.06 $ 248,775 $ 75.00 $ 580475 $ 175.00 20,317 63 Retail 4,192 $ 104,800 $25.00 $ 37,145 $ 8.86 $ 32,512 $ 7 76 $ 8,619 $ 2.06 $ 167,680 $ 4000 $ 733,600 $ 175.00 25,676 64 Retail 5,175 $ 129,375 $25.00 $ 45,856 $ 8.86 $ 40,135 $ 7.76 $ 10,640 $ 2.06 $ 207,000 $ 40.00 $ 905,625 $ 175.00 31,697 68 Retail 5,080 $ 127,000 $25.00 $ 45,014 $ 8.86 $ 39,399 $ 7.76 $ 10,444 $ 2.06 $ 101,600 $ 20.00 $ 889,000 $ 175.00 31,115 68.5 Carlene Research 1,117 $ 10,477 $9.38 $ 9,898 $ 8.86 $ 8,663 $ 7.76 $ 2,297 $ 2.06 $ - $ - $ 195,475 $ 175.00 6,842 68.75 Retail 2,686 $ 59,092 $22.00 $ 23,801 $ 8.86 $ 20,832 $ 7.76 $ 5,522 $ 2.06 $ 53,720 $ 20.00 $ 470,050 $ 175.00 16,452 69 August Max 3,341 $ 66,820 $20.00 $ 29,605 $ 8.86 $ 25,912 $ 7.76 $ 6,869 $ 2.06 $ 33,410 $ 10.00 $ 584,675 $ 175.00 20,464 70 Estes Hallmark 2,976 $ 89,280 $30.00 $ 26,370 $ 8.86 $ 23,081 $ 7.76 $ 6,119 $ 2.06 $ 26,784 $ 9.00 $ 520,800 $ 175.00 18,228 72 Children's Place 3,925 $ 70,650 $18.00 $ 34,779 $ 8.86 $ 30,441 $ 7.76 $ 8,070 $ 2.06 $ 157,000 $ 40.00 $ 686,875 $ 175.00 24,041 73 Lady Foot Locker 2,500 $ 60,000 $24.00 $ 22,153 $ 8.86 $ 19,389 $ 7.76 $ 5,140 $ 2.06 $ 75,000 $ 30.00 $ 437,500 $ 175.00 15,313 74 Goodman Jewelers 1,719 $ 133,996 $77.95 $ 15,232 $ 8.86 $ 13,332 $ 7.76 $ 3,534 $ 2.06 $ - $ - $ 300,825 $ 175.00 10,529 76 Mrs. Field Cookies 744 $ 37,200 $50.00 $ 6,593 $ 8.86 $ 5,770 $ 7.76 $ 1,530 $ 2.06 $ - $ - $ 130,200 $ 175.00 4,557 77 Retail 835 $ 50,100 $60.00 $ 7,399 $ 8.86 $ 6,476 $ 7.76 $ 1,717 $ 2.06 $ 16,700 $ 20.00 $ 146,125 $ 175.00 5,114 78 Retail 835 $ 50,100 $60.00 $ 7,399 $ 8.86 $ 6,476 $ 7.76 $ 1,717 $ 2.06 $ 16,700 $ 20.00 $ 146,125 $ 175.00 5,114 79 Retail 990 $ 59,400 $60.00 $ 8,772 $ 8.86 $ 7,678 $ 7.76 $ 2,035 $ 2.06 $ 19,800 $ 20.00 $ 173,250 $ 175.00 6,064 PRINTED 12/21/00 CONFIDENTIAL TIF.Justtfication 3- 13- 00.xls IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 6 of 7 BROOKLYN CENTER, MINNESOTA Stabilized Rent Roll Stabilized Real Estate Taxes Suite Square I Base Rent CAM Recovery I Real Estate Tax Recovery Marketing Income I T. I. Excluding Department Stores No. Tenant Name Footage Annual /PSF Annualized /PSF Annualized PSF Annualized /PSF Total PSF Value Value PSF RE Taxes PROJECTED TENANT TOTALS 1,064,013 $ 8,535,872 $ 8.02 $ 2,759,264 $ 2.59 $ 2,048,059 $ 1.92 $ 437,351 $ 0.41 $ 12,116,563 $ 11.39 $ 58,515,975 $ 215.47 $ 2,048,059 Assumptions Tenant Groups Millage Rate 0.000350 Department Stores 729,636 $ 564,750 $ 0.77 $ 589,172 $ 0.81 $ - $ - $ $ $ $ Pad Sites 58,850 $ 890,000 $ 15.12 $ 247,346 $ 4.20 $ 360,456 $ 6.13 $ $ $ 1,280,000 $ 21.75 Assesment Value 100 Mini Department Stores 62,804 $ 470,844 $ 7.50 $ 37,804 $ 0.60 $ 37,804 $ 0.60 $ $ $ 4,175,570 $ 66.49 Mall Stores 212,723 $ 5,948,178 $ 27.96 $ 1,884,941 $ 8.86 $ 1,649,799 $ 7.76 $ 437,351 $ 2.06 $ 6,625,993 $ 31.15 Kiosks 0 $ 446,100 N/A $ - N/A $ - N/A $ - N/A $ 35,000 N/A Temporary Tenants 0 $ 216,000 N/A $ - N/A $ - N/A $ - N/A $ - N/A var 0 $ - 0 0 0 0 Value PSF $ 2,048,059 KIOSKS K1 CCI Wireless $ 38,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K2 Skyway Jewelers $ 36,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K3 Retail $ 36,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K4 Retail $ 36,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K5 Piercing Pagoda $ 36,000 N/A $ N/A $ N/A $ N/A $ 35,000 N/A $ $ 0 K6 Coopers Watchworks $ 36,000 N/A $ N/A $ N/A $ N/A $ - N/A $ $ 0 K7 Things Remembered $ 38,100 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K8 Auntie Anne's $ 36,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K9 Gloria Jeans Coffee $ 38,000 N/A $ N/A $ N/A $ N/A S N/A $ $ 0 K10 Retail $ 36,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K11 PNC $ 40,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 K12 PNC $ 40,000 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 TEMPORARY TENANTS T1 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T2 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T3 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T4 Tenant $ 14,400 N/A $ N/A $ N/A $ NIA $ N/A $ $ 0 T5 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T6 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T7 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T8 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T9 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T10 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T11 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T12 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T13 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T14 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 T15 Tenant $ 14,400 N/A $ N/A $ N/A $ N/A $ N/A $ $ 0 I I PRINTED 12/21/00 CONFIDENTIAL TIFJustificanon 3- 13- 00.x1s IRE CAPITAL ADVISORS BROOKDALE CENTER PAGE 7 of 7 BROOKLYN CENTER, MINNESOTA TIF Income Justification Redevelopment Schedule Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year I 1 Year 11 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 General Mall Lease Assumptions - -- - -- Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Rent Increases: 1.061% Annualized 0.000% 0.000% 0.000% 5.437% 0.000% 0.000% 0.000% 5.437% 0.000% 0.000% Base Rent: N/A N/A 5,948,178 5,948,178 5,948,178 6,271,595 6,271,595 6,271,595 6,271,595 6,612,596 6,612,596 6,612,596 Vacancy: 5.000% (297,409) (297,409) (297,409) (313,580) (313,580) (313,580) (313,580) (330,630) (330,630) (330,630) Effective Gross Income: 5,650,770 5,650,770 5,650,770 5,958,015 5,958,015 5,958,015 5,958,015 6,281,966 6,281,966 6,281,966 Increase Over Stabilized 0 0 0 307,246 307,246 307,246 307,246 631,197 631,197 631,197 TIF Repayment Schedule Beginning Balance: 0 0 3,000,000 2,594,136 2,154,585 1,678,552 1,163,008 604,675 (0) (0) (0) (0) Annual Payment By The City: 0 0 (631,197) (631,197) (631,197) (631,197) (631,197) (631,197) 0 0 0 0 Accrued Interest: 0 0 225,333 191,646 155,164 115,653 72,863 26,522 (0) (0) (0) (0) Ending Balance: 0 0 2,594,136 2,154,585 1,678,552 1,163,008 604,675 (0) (0) (0) (0) (0) Total TIF Principal: 3,000,000 631,197 < Annual TIF Payment Amortizied For 6 Years At 8% Note Rate From City: 8.00 631,197 < General Mall Tenants' Increase In Base Rent Beginning Year 8 Projected Repayment Period: 6 I PRINTED 12/21/00 CONFIDENTIAL TIFJwtificafan 3- 13 -aoxls i 2 ' a I ENU . P !l➢ C9H:CF @➢A! flliP➢p g E SIGNED LEASES (NEW) � BB.6B BdeH � I � A nuro.rvoe.n. aB19$8BH 8998980 � �, u�. =.m,u c� eaaenow, Gam rol .t• .B BHB�B 19f,�B $HB H19a19H 19 9898 _ 819$8 H19HB SIGNED LEASES (EXISTING': Al'i7°' � HBa $HH % ® •a , a.: ca p -me '1 MERVYN'S D11-w t v�.ro [soa PROPOSED /L.Ol'S o..d ay te r, em u. i \ :,=Q cro n y [$�'� I yf' ' cwia � * FIImY 2 cop. O�.ns ]amiss. CvD.ra4. y� b • 6tfgR � 1 Q 7 � +ftim afraTrua ■ !I I I` _ � �. S•'�i RRR � - sue. �, � muRL 5 I r ca �, h �aAU mua • !a A . 1-. cm: V. A t%dbnan P ti:•Y... � �'e sv,ut tn, v. , I �fr7t � � •' '� , �....n.+efR.. } v n+ea n.r c � - 3 trn mnr \� t � '.�Pf . J I a � � 8 F � u� "c, Hsu.•® _ in Yi, ac» v. sa 3--s. P. AaA/ �° `... la a �" I�fF iT."' ti a "'.'i'�q ic• w�3r. ,. in�om I+.+r.4r.. seti ...w +p T l 4 y Fl. ' r � � Q :'9 _ � j �', L \; _ ._ — +_Y _ — — r _ — a-a � _ ,e.r �� v.rrr ic.« • a _ n � urouAO vu - � � tr C / . ® � . � 3; 1i� r_� � . r x ! )• °; • . � o e o . eo. ers. ti+mv P9 tl TON'S w.rn.e�r,w � ��L� � r � —� • ^ . . � • � ° ° »'� ® ® ® . ® �® � un mm i cn surx wn � I a m ma a,r. r or /V C Z IO.II N ❑ ti� OJIeVI 19.1 —1 4 — o f •t . t •� o s o m o e s I SEARS JC PENNED and itaram&n ' � ua n,raf VIA'!.. •irv.i om.e - or a ea m Broakd�'atSm EId6Hr, v¢ ° Q' y 0~iai+p 0 - 1 -6 ILc,solo i r - carR me % iNWY. � I 4 � B i o k a . kr PLM 10 » �, lEk.4ff 9.µt AfFA c amY uauLlaR x01@ - Tjg -R ' ......J - F73i LC'� sa I. moxt 9'Aa ffm ARE Cmaq to DASD a" WE SIFICE g ' � •� E LemO P4® El�� FOOL V CWPDC VM M DDM �� . / PF&SE2 IDAat SXMRMT IEMK axrww[ ff /�2 = DDASNO WaS BETIAnx TD MM mamR S4 Of . ASK) as INIXCALES D751»a T D' -T EN 5 DSNQ jAj At" smyKC Cavm AND SAC w%rzn ai ❑aSLWo L omw !Fhm, Nb orTu" FM or E7noem MOW PACE LEASE PIAX wAll 2 VWJ WS KOTM V'M 7E)W 9IA0 ARE BASED W ®FE�7 �L[y ms,( Iq BUILDING LEASE ® LFA rs RYV r_ City of Brooklyn Center - A great place to start. A great place to stay. • To: Mayor Kragness and Council Members Hils asman, Nelson and Peppe From_ : Michael J. McCauley City Manager Date: December 20, 2000 Re: Amended and Restated Development Agreement Attached is the revised Development Agreement prepared by Briggs & Morgan incorporating the date changes requested by Talisman. As indicated in Ms. Dyrseth's letter, the dates to complete the improvements are changed as follows: Completion of mall improvements from March 14, 2002 to August 15, 2002 Completion of Dayton's Minimum Improvements from June 30, 2003 to March 30, 2003 1 st Note Payment Date from 2003 to 2004 • Final Note Payment Date from 2007 to 2008. No changes in the terms have been made: the same improvements are required and the same pay as you go format and dollar amounts are retained: 5 year window within which to receive increment pay as you go note for $2.9 Million at 8% interest developer receives 80% of available increment generated by the project to pay off the note Mr. Schlesinger has indicated that he will attend the Special Meeting tomorrow to present his request for these changes and to answer your questions. • 6301 Shingle Creek Pkwy, Brooklyn Center, MN 55430 -2199 • City Hall & TDD Number (612) 569 -3300 Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494 An Affirmative Action /Equal Opportunities Employer City of Brooklyn Center _ Office of the City Manager A great place to start. A great place to stay. • Michael I McCauley City Manager December 20, 2001 Mr. James A. Schlesinger President Talisman Companies L.L.C. 1500 San Remo Avenue Suite 135 Corral Gables, Flordia 33146 Dear Mr. Schlesinger: Attached please find an Amended and Restated Development Agreement prepared by Briggs & Morgan • incorporating the changes that you requested in your letter of December 12th. Ms. Dyrseth has made the changes necessary to make the document consistent with your request. This Amended and Restated Development Agreement will be presented to the Brooklyn Center City Council tomorrow for their review and consideration. Sincerely ell Michael J. Mc ley City Manager MJM:mr cc: Mayor & City Council Members • 6301 Shingle Creek Pkwy, Brooklyn Center, MN 55430 -2199 • City Hall & TDD Number (612) 569 -3300 Recreation and Community Center Phone & TDD Number (612) 569 -3400 • FAX (612) 569 -3494 An Affirmative Action /Equal Opportunities Employer 2200 FIRST NATIONAL BANK BUILDING 332 MINNESOTA STREET - SAINT PAUL, MN 55101 -1396 BRIGGS AND M O R G A N TELEPHONE 651 - 223 -6600 FACSIMILE 651 - 223 -6450 •PROFESSIONAL ASSOCIATION WRITER'S DIRECT DIAL (651) 223 -6625 WRITER'S E -MAIL mdyrseth @briggs.com December 20, 2000 VIA EMAIL Mr. Michael McCauley City of Brooklyn Center 6301 Shingle Creek Parkway Brooklyn Center, MN 55430 Re: Economic Development Authority of Brooklyn Center - Development Agreement with Talisman Brookdale, LLC Dear Mike: • Enclosed in connection with the above referenced matter is a clean copy and underscored copy of the Amended and Restated Development Agreement. As requested in Mr. Schlesinger's letter of December 12, 2000, I have revised the dates for the commencement and completion of the "Minimum Improvements" and the "Daytons Minimum Improvements ". The date for completion of the "Minimum Improvements" has been moved from March 15, 2002, to August 15, 2002. The date for completion of the "Daytons Minimum Improvements" has been moved from June 30, 2002, to March 30, 2003. Since the County determines market values as of January 2 of each year, I moved the dates the market values of the "Minimum Improvements" and "Daytons Minimum Improvements" will be on the tax roles to January 2, 2003, and January 2, 2004, respectively. This resulted in the first Note Payment Date being moved from 2003 to 2004 and moved the final payment date on the Note from 2007 to 2008. The name of the Authority has been corrected to the Economic Development Authority of Brooklyn Center, Minnesota. These changes are reflected on several pages of the Development • Agreement and the following exhibits to the Development Agreement: MINNEAPOLIS OFFICE • 2400 IDS CENTER • WWW.BRIGGS.COM 1072235.5 MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS Mr. Michael McCauley • December 19, 2000 Page Two 1. Exhibit G - Certificate of Completion; 2. Exhibit H - Assessment Agreement; and 3. Exhibit I - Form of Tax Increment Note. If you would like me to send you signature and acknowledgement pages to these documents, please let me know. Very truly yours, /s/ Mary Dyrseth Mary M. Dyrseth MMD:mw Enc. • MINNEAPOLIS OFFICE • 2400 IDS CENTER • WWW.BRIGGS.COM 1072235.5 MEMBER - LEX MUNDI, A GLOBAL ASSOCIATION OF INDEPENDENT LAW FIRMS i AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN B00j . i ZjZ u1 ECONOMIC DEVELOPMENT AUTHORITY OF BROOKT,.XN CENTER, MINNESOTA AND TALISMAN BROOKDALE, LLC • This document drafted by: BRIGGS AND MORGAN (MMD) Professional Association 2200 West First National Bank Building St. Paul, Minnesota 55101 41 988288.Red V8 to V7; 12/19/00 TABLE OF CONTENTS Pacre RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . 2 Section 1.1. Definitions . . . . . . . . . . . . . . . . 2 ARTICLE II - REPRESENTATIONS AND WARRANTIES . . . . . . 5 Section 2.1. Representations and Warranties of the Authority . . . . . . . . . . . . . . . . . 5 Section 2.2. Representations and Warranties of the Developer . . . . . . . . . . . . . . . . . 5 ARTICLE III - 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 AGREEMENT . . . . . . . . . . . . . . 11 Section 4.1. Execution of Assessment Agreement 11 Section 4.2. Real Property Taxes . . . . . . . . . . . 11 ARTICLE V - DAMAGE, DESTRUCTION OR CONDEMNATION . . . . . . . 13 Section 5.1. Damage, Destruction or Condemnation . . . 13 ARTICLE VI - TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY 14 Section 6.1. Preconditions to Issuance of Tax Increment Note . . . . . . . . . . . . . . 14 Section 6.2. Tax Increment Revenue Note . . . . . . . . 15 Section 6.3. Use of Tax Increments . . . . . . . . . . 16 Section 6.4. Business Subsidy Act. . . . . . . . . . 3 17 Section 6.5. Payments to Authority . . . . . . . . . t-9 Section 6.6. Tax Deferrals or Abatements . . . . . . . 18 ARTICLE VII - PROHIBITIONS AGAINST ASSIGNMENT , AND TRANSFER; INDEMNIFICATION.. . . . . . . . . . 3 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 . . . . . . .1 20 Section 7.3. Approvals . . . . . . . . . . . . . . . �$ 21 I • 988288.Red V8 to V7; 12/19/00 ARTICLE VIII - EVENTS OF DEFAULT . . . . . . . . . . . . . 2 23 Section 8.1. Events of Default Defined . . . . . 2 23 Section 8.2. Remedies on Default . . . . . . . . . . z'* 24 Section 8.3. No Remedy Exclusive . . . . . . . . . . 2 25 Section 8.4. No Implied Waiver . . . . . . . . . . . e- 25 Section 8.5. Agreement to Pay Attorney's Fees and Expe . . . . . . . . . � 2 pe 5 Section 8.6. Indemnification of Authority and City . z''4- 25 ARTICLE IX - ADDITIONAL PROVISIONS . . . . . . . . . . . . � 27 Section 9.1. Restrictions on Use . . . . . . . . . . 2 27 Section 9.2. Conflicts of Interest . . . . . . . . . 12 27 Section 9.3. Titles of Articles and Sections . . . . e 27 Section 9.4. Notices and Demands . . . . . . . . . . 2fs 27 Section 9.5. Counterparts . . . . . . . . . . . . . . z7 28 Section 9.6. Law Governing . . . . . . . . . . . . . e 28 Section 9.7. Expiration . . . . . . . . . . . . . . . e 28 Section 9.8. Provisions Surviving Rescission or Expiration . . . . . . . . . . . . . z7 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 i EXHIBIT J - Legal Description of Adjacent Development Property . . . . . . . . . . . . . . . . . . . . J -1 EXHIBIT K - Daytons Lease . . . . . . . . . . . . . . . . . . K -1 EXHIBIT L - Financing Commitment . . . . . . . . . . . . . . L -1 988288.Red V8 to V7; 12/19/00 • AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the 21st day of December, 2000, by and between the Cc-�.Ll.�.L 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.Red V8 to V7; 12/19/00 ARTICLE I DEFINITIONS Section 1.1. Definitions. All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Aareement means this Agreement, as the same may be from time to time modified, amended or supplemented; Adjacent Develonment Pronertv means the land legally described on Exhibit J attached hereto; Anchor Tenant means Daytons, Penny's, Mervyn's, Sears and Kohls; Assessment Aareement 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 Comnletion means the certification in substantially the form attached hereto as Exhibit G and made a part of this Agreement to be provided by the Authority to the Developer pursuant to Section 3.4 of this Agreement; City means the City of Brooklyn Center, Minnesota; Construction Plans means the plans, specifications, drawings and related documents of the construction work to be performed by the Developer on the Development Property. The plans (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector of the City, and (b) shall include at least the following: (1) site plan; (2) site grading and drainage plans; (3) foundation plan; (4) basement plans, if any; (5) floor plan for each floor; (6) cross sections of each (length and width); (7) elevations (all sides) and (8) landscape plan; Countv means Hennepin County, Minnesota; Davtons 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.Red V8 to V7; 12/19/00 2 • Developer means Talisman Brookdale, LLC, a Delaware limited liability company, its successors and assigns; Development Pronertv means the land legally described on Exhibit B attached hereto; Eliaible 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; Eliaible 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 Payment Date means the earlier of (a) the date all principal and accrued interest is paid on the Note, or (b) 45 days after the City receives from the County the second installment of property taxes for the taxes payable year 288? 2008 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 Payment Date means 45 days after the City receives the property tax settlements from the County, commencing with the first property tax settlement in the taxes payable year 2-003 2004 and continuing through the Final Payment Date; Prolect 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; s 988288.Red V8 to V7; 12/19/00 3 • 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 any tax increments derived from the Development Property and Adjacent Development Property which have been received and retained by the Authority in accordance with the provisions of Minnesota Statutes, Section 469.177, or otherwise pursuant to the Tax Increment Act; Termination Date means the Final Payment Date; Unavoidable Delays means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or . other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority or the City) which directly result in delays. • 988288.Red V8 to V7; 12/19/00 4 • ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties of the Authoritv. The Authority makes the following representations and warranties: (1) The Authority is a body corporate and politic of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is a "redevelopment district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 10 and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the objectives set forth in the Redevelopment Plan. (4) To finance the costs of the activities to be undertaken on the Development Property, the Authority proposes to, subject to the further provisions of this Agreement, apply Tax Increments, among other things, to reimburse the Developer for a portion of the costs of the Eligible Improvements. (5) The Authority has requested Hennepin County to certify the original tax capacity of the Tax Increment District. Section 2.2. Renresentations 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. 988288.Red V8 to V7; 12/19/00 5 (3) The construction of the Minimum Improvements would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) The Developer will provide and maintain or cause to be maintained at all times and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on insurance of amounts and coverages normally held by businesses engaged in activities similar to those of the Developer. (7) The Developer has not received any notice from any local, state or federal official that the activities of the Developer, or that the Development Property may or will be in violation of any environmental law or regulation. The Developer is not aware of any state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, and the Developer is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act or other state or federal environmental statute. (8) The Developer will cooperate fully with the City and the Authority with respect to any litigation commenced with respect to the Project. (9) The financing commitments which the Developer has obtained to finance construction of the Minimum Improvements, together with financing provided by the Authority pursuant to this Agreement, will be sufficient to enable the Developer to successfully complete the Minimum Improvements in conformance • with the Construction Plans. 988288.Red V8 to V7; 12/19/00 6 i (10) The Developer will cooperate fully with the City and the Authority in resolution of any traffic, parking, public nuisance, or public safety problems which may arise in connection with the construction and operation of the Project. (11) The Developer will expend at least $50,000,000 on the capital costs of construction of the Minimum Improvements, payments to the owners of the Anchor Tenants for remodeling costs, acquisition of the Penny's store, and demolition costs of Development Property or Adjacent Property, which costs are exclusive of equipment or other personal property and any "soft costs" such as architectural, engineering, management, administrative overhead, financing and legal costs. (12) The construction of the Minimum Improvements wi±± has commenced on or before March 1, 2000, and barring Unavoidable Delays, the Minimum Improvements will be substantially completed by March 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, 2002 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, 2080 2002 and barring Unavoidable Delays, the Daytons Minimum Improvements will be substantially completed by ftne. March 30, 2062 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, 2062 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.Red V8 to V7; 12/19/00 7 ARTICLE III CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 3.1. Construction of Minimum Imorovements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in conformance with the approved Construction Plans. The Developer agrees that the scope and scale of the Minimum Improvements to be constructed shall not be significantly less than the scope and scale of the Minimum Improvements as detailed and outlined in the Construction Plans and Exhibit D hereof. Section 3.2. Construction Plans. The Developer shall provide the Authority with Construction Plans, which shall be subject to approval by the Authority as provided in this Section 3.2. The Construction Plans shall provide for the Minimum Improvements to be constructed on the Development Property, and shall be in substantial conformity with the Redevelopment Plan, this Agreement, and all applicable state and local laws and regulations. The Authority shall approve the Construction Plans in writing if: (a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the Construction Plans j substantially conform to the terms and conditions of the Redevelopment Plan; (c) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (d) the Construction Plans are adequate for purposes of this Agreement to provide for the construction of the Minimum Improvements; and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Construction Plans pursuant to this Section 3.2 shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the Authority or the City with respect to any building, zoning or other ordinances or regulation of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. Such Construction Plans must be rejected in writing by the Authority within fifteen (15) days of submission or shall be deemed to have been approved by the Authority. If the Authority rejects the Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Developer of written notification of the rejection, accompanied by a written statement of the Authority specifying the respects in which the Construction Plans submitted by the Developer fail to conform to the requirements of this Section 3.2. The provisions of this Section 3.2 relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the • Authority; provided, however, that in any event the Developer shall submit Construction Plans which are approved by the 988288.Red V8 to V7; 12/19/00 8 Authority prior to commencement of construction of the Minimum Improvements. Approval of the Construction Plans by the Authority shall not relieve the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the Authority be deemed to constitute a waiver of any Event of Default. If the Developer desires to make any material change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the approval criteria listed.in this Section 3.2 with respect to the original Construction Plans and do not constitute a material modification to the scope, size, materials or use of the Minimum Improvements or to the site plan therefor, the Authority shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the Authority unless rejected in writing within ten (10) days by the Authority with a statement of the Authority's reasons for such rejection. Section 3.3. Commencement a,nd.Completion of Construction. The Developer has commenced the construction of the Minimum Im provements. Subject to Unav oidable Delays, 4 Delays, L11 ' )l.all L.V LL La U'G 111— C— %. Vl l L l UV G L 1V11 Vl L1 1 1-11 1. 111 LLL U LLL L L LY IV VG L L LC11 L a L y M CL.L 1.11 1, z333, V1 1J11 Au1—L UL11C1 dcL wt, L 1 1C rcLL L.i.CS �l l cLll LLLULUCL cLy 1CC ii wl.i 3,L,j,-,L LV calla V V iaaL1L_, ul_.lmyo, the Developer shall have substantially completed the construction of Minimum Improvements by Marcia Auaust 15, 2002. Time lost as a result of Unavoidable Delays shall be added to extend this date beyond March Auaust 15, 2002, a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans as submitted by the Developer and approved by the Authority. Section 3.4. Certificate of Comnletion. 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. 988288.Red V8 to V7; 12/19/00 9 • Authority prior to commencement of construction of the Minimum Improvements. Approval of the Construction Plans by the Authority shall not relieve the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the Authority be deemed to constitute a waiver of any Event of Default. If the Developer desires to make any material change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the approval criteria listed in this Section 3.2 with respect to the original Construction Plans and do not constitute a material modification to the scope, size, materials or use of the Minimum Improvements or to the site plan therefor, the Authority shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the Authority unless rejected in writing within ten (10) days by the Authority with a statement of the Authority's reasons for such rejection. Section 3.3. Commencement and Completion of Construction. The Developer has commenced the constri. ;ction of the Minimum Im provements. Subject to Unavoidable Delays, Lha- E��l��,�� aLOL11 l.1J111111G111.G �Vrrs Lt u �rL1V11 Vf L 1 1G Kill1111U111 1111�J1VVG111G11L L McL.L�,ll 1, 2033 vi vll �u %-h VL1lc1 dmLc c c, Lh= ym.L Lice .11all 1111-LLually ayl cc Lu. wl_i CuL��L LV UllavVidaLlc DCla the Developer shall have substantially completed the construction of Minimum Improvements by Marc! Auaust 15, 2002. Time lost as a result of Unavoidable Delays shall be added to extend this date beyond Mare Auaust 15, 2002, a number of days equal to the number of days lost as a result of Unavoidable Delays. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans as submitted by the Developer and approved by the Authority. Section 3.4. Certificate of Completion. Promptly after the Developer has demonstrated to the reasonable satisfaction of the Authority that the Minimum Improvements have been completed in accordance with the provisions of this Agreement, including the Construction Plans approved by the Authority, the Authority will furnish the Developer with a Certificate of Completion, in substantially the form set forth in Exhibit G attached hereto. Such Certificate of Completion shall be a conclusive determination of satisfaction of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct the Minimum Improvements. i 988288.Red V8 to V7; 12/19/00 9 I . 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 or acts it will be necessary, in the opinion of the Authority, for-the Developer to take or perform in order to obtain such Certificate of Completion. The Authority shall have the right to inspect all of the books and records of the Developer to verify the accuracy of the representations made by the Developer in Section 2.2(11) and 6.1 hereof. Section 3.5. Davtons.Minimum Imorovement. 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 da ne March 30, 2082 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, 2602 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. • 988288.Red V8 to V7; 12/19/00 10 ARTICLE IV ASSESSMENT AGREEMENT Section 4.1. Execution of Assessment Aareement. 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, 2662) 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 4.2. Real Pronertv Taxes. (1) The Developer acknowledges that it is obligated under law to pay all real property taxes payable with respect to the Development Property and pursuant to the provisions of the Assessment Agreement and any other statutory or contractual duty that shall accrue subsequent to the date of its acquisition of • title to the Development Property and until the Developer's obligations have been assumed by any other person with the 988288.Red V8 to V7 12/19/00 1 1 written consent of the Authority and pursuant to the provisions of this Agreement. (2) The Developer agrees that prior to the Termination Date: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property constituting the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (c) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 273.86, or any other state or federal law, of the taxation of real property constituting the Development Property between the date of execution of this Agreement and the Termination Date. (3) The Developer agrees that the provisions set forth in paragraph (2) above shall be included in every lease or operating agreement covering any portion of the Development Property, which provisions will bind the tenant or operator with respect to such provisions. i 988288.Red V8 to v7 12/19/00 12 ARTICLE V DAMAGE, DESTRUCTION OR CONDEMNATION Section 5.1. Damaa_e. 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.Red V8 to V7; 12/19/00 13 • ARTICLE VI TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY Section 6.1. Preconditions to Issuance of Tax Increment N ote. The Developer will undertake and construct the Eligible Improvements on the Development Property at a cost of not less than $2,900,000. In order to assist with the costs of the Eligible Improvements, the Authority agrees to provide tax increment assistance to the Developer as further set forth in this Agreement. The tax increment assistance shall be paid to the Developer on a pay -as- you -go basis and the principal amount shall be equal to the lesser of (a) $2,900,000, or (b) the capital costs of the Eligible Improvements. The tax increment assistance shall be paid on the terms and conditions set forth in Section 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 Development Property and the Adjacent Development Property will, upon substantial completion of the Daytons Minimum Improvements, have a total aggregate market value of at least $75,000,000; (d) The Developer has paid all of the Legal and Administrative Expenses; (e) The Developer shall be in material compliance with all the terms and provisions of this Agreement; (f) The construction of the Minimum Improvements is completed, and the Authority has issued the Certificate of Completion pursuant to Section 3.4 hereof; (g) The Development Property is at least 75% leased to Eligible Tenants pursuant to leases having remaining terms at the time of issuance of the Note of not less than 3 years, and Dayton's, Penny's, Sear's and Kohl's have executed leases or operating agreements with respect to the Adjacent Property at the time of issuance of the Note for remaining terms of not less than 3 years; 988288.Red V8 to v7 12/19/00 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 City has approved a planned unit development for the Development Property and received evidence acceptable to it that provision has been made for adequate parking for the Project; and (k) The Authority has received an MAI appraisal from a nationally recognized expert in regional mall valuation showing the combined market value of the Development Property and the Adjacent Development Property at not less than $75,000,000; and (1) The Developer shall have closed on the financing outlined in the financing commitment attached hereto as Exhibit L. Section 6.2. Tax Increment Revenue Note. (1) Upon satisfaction of the conditions in Section 6.1 hereof, the Authority will reimburse the Developer for the lesser of $2,900,000 or the costs of the Eligible Improvements through the issuance of the Authority's Tax Increment Revenue Note in substantially the form attached to this Agreement as Exhibit I. (2) The unpaid principal amount of the Note shall bear simple, non - compounded interest from the date of issuance of the Note at the rate of 8.00% per annum. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30 -day months. (3) The principal of the Note and interest thereon shall be payable solely from Tax Increments. On each Note Payment Date, and subject to the provisions of the Note, the City shall pay, against the accrued and unpaid interest then due on the Note and then to reduce the principal of the Note, the lesser of (a) 80% of any Tax Increments received by the Authority during the preceding 6 months; or (b) $650,000. (4) Notwithstanding anything herein in the Note to the contrary, the Authority shall be under no obligation to apply or pay the Tax Increments to the payment of the Note any earlier than 30 days after it has received the Developer's statement required by paragraph (3) above. Any interest accruing on Tax Increments held by the Authority pending the Note Payment Dates • or receipt of such statement from the Developer shall accrue to the benefit of the Authority. 988288.Red V8 to v7 12/19/00 15 (5) The Note shall be a special and limited obligation of the Authority and not a general obligation of the Authority, and only Tax Increments shall be used to pay the principal of and interest on the Note. If, on any Note Payment Date, the Tax Increments for the payment of the accrued and unpaid interest on the Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Note Payment Date there are Tax Increments in excess of the amounts needed to pay the accrued interest then due on the Note. (6) The Authority's obligation to make payments on the Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement and (B) this Agreement shall not have been terminated pursuant to Section 8.2(b). (7) The Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit I. In the event of any conflict between the terms of the Note and the terms of this Section 6.2, the terms of the Note shall govern. The issuance of the Note pursuant and subject to the terms of this Agreement, and the taking by the Authority of such additional actions as bond counsel for the Authority may require in connection therewith, are hereby authorized and approved by the Authority. Section 6.3. Use of Tax Increments.. The Authority and the City shall be free to use the Tax Increments, other than those to which the Developer is entitled pursuant to the provisions of Section 6.2 hereof, for its administrative expenses and for any other purpose for which the Tax Increments may lawfully be used pursuant to applicable provisions of the Minnesota law. The City and Authority shall have no other financial participation in the Project other than as specifically set forth herein. Any utility relocation, street improvements or other improvements which are not included as Eligible Improvements, the costs of which may be reimbursed, in whole or in part, with Tax Increments, shall be solely at the expense of the Developer. Section 6.4. Business Suhsidv Act. (1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.994 (the "Business Subsidy Act "), the Developer acknowledges and agrees that the amount of the "Business Subsidy" granted to the Developer under this Agreement is $2,900,000 and that the Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The Tax Increment District is a "redevelopment" district and the public purpose of is the Business Subsidy is to encourage the construction of necessary public improvements and to redevelop blighted areas and 988288.Red V8 to v7 12/19/00 16 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 and the denominator of which is 93 (i.e. number of jobs set forth in the Goals). The Developer agrees to continue its operations on the Development Property for at least five Y ears after the Benefit Date. (3) The Developer agrees to (i) report its progress on achieving the Goals to the Authority until the Goals are met, or the Business Subsidy is repaid, whichever occurs earlier, (ii) include in the report the information required in Subdivision 7 of the Business Subsidy Act on forms developed by the Minnesota Department of Trade and Economic Development, and (iii) send completed reports to the Commission of the Department of Trade and Economic Development and to the Authority. The Developer agrees to file these reports no later than March 1 of each year commencing March 1, 2000, and within 30 days after the deadline for meeting the Goals. The Authority agrees that if it does not receive the reports, it will mail the Developer a warning within one week of the required filing date. If within 14 days of the post marked date of the warning the reports are not made, the Developer agrees to pay to the Authority a penalty of $100 for each subsequent day until the report is filed up to a maximum of $1,000. Section 6.5. 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 • Daytons Agreement or take any other action which would reduce the amount of the percentage rent set forth in the Daytons Agreement 988288.Red V8 to v7 12/19/00 17 or take any other action that would reduce the likelihood of such percentage rents being paid to the Developer. Section 6.6. Tax Deferrals or Abatements. (1) The Developer agrees as follows: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of the Development Property determined by any tax official to be applicable to the Development Property or the Developer, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (c) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the taxation of the Development Property between the date of execution of this Agreement and the Termination Date. (2) The Developer agrees that if any owner or tenant of the Adjacent Property takes any of the actions set forth in paragraph (1) above with respect to the Adjacent Property, the Authority may suspend its payment of Tax Increments to the Developer under the Note and escrow all or any part of the Tax Increments until such matters are finally resolved. Any suspension or escrow of the Tax Increments pursuant to this clause (2) will only occur if (a) the Authority determines that the proceedings could reduce the annual collection of Tax Increment to less than $650,000, or (b) it could require the Authority or the City to abate or refund amounts which, when deducted from the Tax Increment received during the year in question, would result in less than $650,000. The amount suspended or escrowed shall be only the amount necessary to preserve the annual collection of Tax Increments, after reduction by any amount in dispute, to $650,000. Any escrowed Tax Increments may be used to pay any amounts required • to be abated and shall be deemed to be a payment of principal under the Note. 988288.Red V8 to V7; 12/19/00 18 ARTICLE VII PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 7.1. Status of Developer: Transfer of Substantially All Assets. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that prior to the Termination Date, the Developer will maintain its existence as a Minnesota entity and shall not consolidate with or merge into another entity and shall not dissolve or otherwise dispose of all or substantially all of its assets; provided that the Developer may consolidate with or merge into another corporation or sell or otherwise transfer to a partnership or corporation organized under the laws of one of the United States, or an individual, all or substantially all of its assets as an entirety and thereafter dissolve and be discharged from liability hereunder if the transferee partnership, corporation or individual assumes in writing all of the obligations of the Developer under this Agreement and the Assessment Agreement. Section 7.2. Prohibition Against Transfer of Property and Assianment of Aareement. For the foregoing reasons the Developer represents and agrees that prior to the Termination Date: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to constructing the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority. (b) The Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer. • 988288.Red V8 to v7 12/19/00 19 (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject (unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 7.2(b)(ii) shall not apply); provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Development Property or the construction of the Project; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property • or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Project that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (iii) There shall be submitted to the Authority for review and prior written approval all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Development Property governed by this Article IX. Section 7.3. Annrovals. Any approval of a transfer of interest in the Developer, this Agreement, or the Development Property required to be given by the Authority under this Article VII may be denied only in the event that the Authority reasonably • determines that the ability of the Developer to perform its obligations under this Agreement, or the overall financial 988288.Red V8 to v7 12/19/00 20 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.Red V8 to v7 12/19/00 2 1 ARTICLE VIII EVENTS OF DEFAULT Section 8.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following events: (a) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the Development Property or to reimburse the Authority for Legal and Administrative Expenses; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article III; (c) Failure by the Developer to reconstruct the portion of the Project located on the Development Property when required pursuant to Section 5.1; (d) Transfer of any interest in the Developer or the portion of the Project located on the Development Property in violation of the provisions of Article VII; • (e) Subject to Unavoidable Delays, failure of the Developer to observe or perform any other covenant, condition, obligation or 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 988288.Red V8 to v7 12/19/00 22 filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty (60) days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. (g) The Holder of any mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings or accepts a deed in lieu of foreclosure as a result of any default under the applicable mortgage documents. (h) On any date on or after January 2, 200 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 20% of the Development Property is leased or otherwise occupied by any businesses which is not an Eligible Tenant; • (k) any part of the Development Property is leased in violation of the covenant in Section 2.2, clause (14) hereof; Section 8.2. 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. i 988288.Red V8 to V7; 12/19/00 23 • (c) The Authority may take any action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Section 8.3. No Remedv Exclusive. No remedy herein conferred upon or reserved to the Authority is intended to be P Y exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.4. No Imulied Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed'to waive any other concurrent, previous or subsequent breach hereunder. Section 8.5. Agreement to 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 8.6. 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 988288.Red V8 to V7; 12/19/00 24 • from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City or Authority in this Agreement. (3) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority or the City, as the case may be. • 988288.Red V8 to v7 12/19/00 25 . ARTICLE IX ADDITIONAL PROVISIONS Section 9.1. Restrictions on Use. The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and such successors and assigns shall use the Development Property as a retail shopping mall. Section 9.2. Conflicts of Interest. No member of the governing body or other official of the Authority or the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the Authority or the City shall be personally liable to the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 9.3. Titles of Articles and Sections. Any titles of the several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) in the case of the Developer is addressed to or delivered personally to: Talisman Brookdale, LLC 1500 San Reno Avenue Suite 135 Coral Gables, Florida 33146 (b) in the case of the Authority is addressed to or delivered personally to the Authority at: Economic Development Authority • of Brooklvn Center. Minnesota 6301 Shingle Creek Parkway Brooklyn Center, Minnesota 55430 988288.Red V8 to v7 12/19/00 26 • 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 9.5. Counteroarts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.6. Law Governina. This Agreement will be governed and construed in accordance with the laws of the State. Section 9.7. Expiration. This Agreement shall expire on the Termination Date unless earlier terminated or rescinded in accordance with its terms. Section 9.8. Provisions Siarv_iv.i.na_ Rescission or Expiration. Sections 8.5 and 8.6 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. • 988288.Red V8 to v7 12/19/00 27 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 D By Its President Dy By Its Executive Director This is a signature page to the Amended and Restated Development Agreement dated December 21, 2000, by and between the —,,Lr-� Economic Development Authority of Brooklvn Center. Minnesota and Talisman Brookdale, LLC. 988288.Red V8 to v7 12 /19 /00 28 TALISMAN BROOKDALE, LLC B By Its general partner $y By ILA Its This is a signature page to the Amended and Restated Development Agreement dated December 21, 2000, by and between the 1. ;: Economic Development Authority of Brooklyn Center. Minnesota and Talisman Brookdale, LLC. 988288.Red V8 to v7 12 /1 9 /00 29 • STATE OF MINNESOTA ) ss COUNTY OF HENNEPIN } The foregoing instrument was acknowledged before me this day of , 2000, by and the President and the Executive Director respectively, of the 3r-,.Lv-A. Economic Development Authority of Brooklyn Center. Minnesota. Notary Public • 988288.Red V8 to v7 12/19/00 30 • STATE OF MINNESOTA ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2000, by , the of , the general partner of Talisman Brookdale, LLC, a Delaware limited liability company. Notary Public • 988288.Red V8 to v7 12/19/00 3 1 • 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 -34 -0008 27- 119 -21 -33 -0007 28- 119 -21 -41 -0124 27- 119 -21 -33 -0008 28- 119 -21 -41 -0125 27- 119 -21 -33 -0010 28- 119 -21 -44 -0001 27- 119 -21 -33 -0011 34- 119 -21 -21 -0003 27- 119 -21 -33 -0012 34- 119 -21 -21 -0004 27- 119 -21 -33 -0013 34- 119 -21 -21 -0005 27- 119 -21 -33 -0014 34- 119 -21 -21 -0006 27- 119 -21 -33 -0016 34- 119 -21 -21 -0007 27- 119 -21 -33 -0017 34- 119 -21 -21 -0008 27- 119 -21 -33 -0018 34- 119 -21 -21 -0009 27- 119 -21 -33 -0019 34- 119 -21 -21 -0020 27- 119 -21 -33 -0020 34- 119 -21 -21 -0021 27- 119 -21 -33 -0021 34- 119 -21 -21 -0022 27- 119 -21 -33 -0022 34- 119 -21 -21 -0023 27- 119 -21 -33 -0023 34- 119 -21 -21 -0027 27- 119 -21 -33 -0024 34- 119 -21 -21 -0028 27- 119 -21 -33 -0025 34- 119 -21 -21 -0029 27- 119 -21 -33 -0026 34- 119 -21 -21 -0030 27- 119 -21 -33 -0027 34- 119 -21 -21 -0031 27- 119 -21 -33 -0028 34- 119 -21 -22 -0007 27- 119 -21 -33 -0046 34- 119 -21 -22 -0008 27- 119 -21 -33 -0047 34- 119 -21 -22 -0009 27- 119 -21 -33 -0048 34- 119 -21 -22 -0010 27- 119 -21 -33 -0049 34- 119 -21 -22 -0011 27- 119 -21 -33 -0050 34- 119 -21 -22 -0012 27- 119 -21 -33 -0051 34- 119 -21 -22 -0015 27- 119 -21 -33 -0052 34- 119 -21 -22 -0016 27- 119 -21 -33 -0053 34- 119 -21 -22 -0017 27- 119 -21 -33 -0054 34- 119 -21 -22 -0018 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 988288.Red V8 to v7 12/19/00 A-1 • 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 02118 -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 02- 118 -21 -42 -0031 02- 118 -21 -44 -0033 02- 118 -21 -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 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 988288.Red V8 to v7 12/19/00 A-2 • 35- 119 -21 -14 -0008 35- 119 -21 -24 -0003 35- 119 -21 -14 -0011 35- 119 -21 -24 -0004 35- 119 -21 -22 -0005 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 . 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- 119 -21 -13 -0031 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 -0079 36- 119 -21 -42 -0010 36- 119 -21 -13 -0080 36- 119 -21 -42 -0011 36- 119 -21 -13 -0106 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 988288.Red V8 to v7 12/19/00 A-3 i 36- 119 -21 -13 -0112 36- 119 -21 -42 -0018 • i 988288.Red V8 to v7 12/19/00 A-4 • EXHIBIT B .Legal Description of Development Property [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 No. 1614 Tract A as on file with the Registrar of Titles in Hennepin County Penney's TBA - Registered Land Survey No. 1469 Tract D as on file with the Registrar of Titles in Hennepin County • 988288.Red V8 to v7 12/19/00 B - 1 EXHIBIT C Description of Eligible Improvements • 988288.Red V8 to V7; 12/19/00 C-1 EXHIBIT D Description of Minimum Improvements Reconfiguration of the existing space and improvements in the Brookdale Mall, including the creation of open space and other improvements as described and depicted below: 988288.Red V8 to v7 12/19/00 D-1 EXHIBIT E Description of Daytons Minimum Improvements Remodeling of the Existing Daytons Store located in the Brookdale Mall, such remodeling to include at a minimum the following components: • • 988288.Red V8 to v7 12/19/00 E-1 EXHIBIT G Certificate of 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 December 21, 2000, have been completed. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER. MINNESOTA By Its Executive Director 988288.Red V8 to v7 12/19/00 G-1 EXHIBIT H Assessment Agreement THIS AGREEMENT, dated as of this day of 2000, by and among the Cc_L ___ 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 a 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: I WHEREAS, it is contemplated that pursuant to said Agreement, the Developer will undertake the renovation of cuL 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 273.76, Subdivision 8; and WHEREAS, the Authority and the Assessor have reviewed the preliminary plans and specifications for the improvements which it is contemplated will be erected; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. Upon substantial completion of construction of the above referenced improvements by the Developer, the minimum market value which shall be assessed for the Development Property described above, with the retail /shopping complex constructed • thereon, shall be Forty -Five Million Dollars ($45,000,000). 988288.Red V8 to v7 12/19/00 H-1 t 2. The minimum market value herein established shall be in effect for the taxes payable year 2803 2004 through and including the taxes payable year 288 2008 and that thereafter this Agreement shall be of no further force and effect. 3. This Agreement shall be promptly recorded by the Developer along with an attached copy of Minnesota, Statutes, Section 469.177, Subdivision 8. The Developer shall pay all costs of recording. 4. The Assessor represents that he has reviewed the plans and specifications for the improvements and that the "minimum market value" as set forth above is reasonable. 5. .Neither the preambles nor provisions of this Agreement are intended to, or shall they be construed as, modifying the terms of the Agreement between the Authority and the Developer. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. IN WITNESS WHEREOF, the City, the Developer and the Assessor have caused this Agreement to be executed in their names and on their behalf 7J� all as of the date set forth above. ERE) E) KLYN ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its Chair By Its Executive Director TALISMAN BROOKDALE, LLC By Its General Partner By Its This Instrument Drafted by: Briggs and Morgan P.A. 2200 First National Bank Bldg. St. Paul, Minnesota 55101 • 988288.Red V8 to v7 12/19/00 H-2 • STATE OF MINNESOTA ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000, by and the Chair and Executive Director, respectively, of the Economic Development Authority of Brooklvn Center. Minnesota. Notary Public STATE OF MINNESOTA ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000, by , the , of the general partner of Talisman Brookdale, LLC, a limited liability company, on behalf of the Company. Notary Public • 988288.Red V8 to V7; 12/19/00 H-3 • CERTIFICATION BY ASSESSOR The undersigned Assessor, being legally responsible for the assessment of the property described in Exhibit A attached hereto, certifies that the market values assigned to the land and improvements as follows are reasonable: January 2, 2-08 -2 2003 and subsequent assessments through the January 2, 2086 2007 assessment for taxes payable 2883 2004 through 268-7 2008 $45,000,000 Brooklyn Center Assessor STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) S The foregoing instrument was acknowledged before me this day of , 2000, by the Assessor for the City of Brooklyn Center. Notary Public • 988288.Red V8 to v7 12/19/00 H-4 • 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 Y .L 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 December 21, 2000, as the same may be amended from time to time (the "Development Agreement "), by and between the Brooklyn Center Economic Development Authority, Minnesota (the "Authority "), and Talisman Brookdale, LLC, a Minnesota limited liability company (the "Company "). The unpaid principal amount hereof shall bear interest from the date of this Note at the simple, non - compounded rate of eight percent (8.00) per annum. Interest shall be computed on the basis of a 360 -day year of twelve (12) 30 -day months. The amounts due under this Note shall be payable 45 days after the City receives the property tax settlements from the County, commencing with the first property tax settlement in the year 22083 2004 to and including the Final Payment Date (as defined in the Development Agreement) (the "Payment Dates "). On • each Payment Date the Authority shall pay by check or draft mailed to the person that was the Registered Owner of this Note 988288.Red V8 to v7 12/19/00 I - 1 at the close of the last business day of the City preceding such Payment Date an amount equal to the lesser of (a) 80% of the Tax Increments (hereinafter defined) received by the Authority during the six month period preceding such Payment Date, or (b) $650,000. The Payment Amounts due hereon shall be payable solely from tax increments (the "Tax Increments ") from the Development Property and the Adjacent Property (as defined in the Development Agreement) which are paid to the Authority and which the Authority is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.179, as the same may be amended or supplemented from time to time (the "Tax Increment Act "). This Note shall terminate and be of no further force and effect following the Final Payment Date defined above, on any date upon which the Authority shall have terminated the Development Agreement under Section 8.2(b) thereof, or on the date that all principal and interest payable hereunder shall have been paid in full, whichever occurs earliest. The Authority makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. • The Authority's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accruing thereon in the meantime, if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the Authority elects to cancel and rescind the Development Agreement, the Authority shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 8.2 thereof, for a fuller statement of the rights and obligations of the Authority to pay the principal of this Note and the interest thereon, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the Authority and is payable by the City only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the City of Brooklyn Center, Minnesota, and neither the full faith and credit nor the taxing powers of the Authority are pledged to the payment of the principal of or interest on this Note and no S 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. 988288.Red V8 to v7 12/19/00 I -2 S This Note is issued by the Authority in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the 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 Cr —Lc— 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 2000. Chair Executive Director 988288.Red V8 to v7 12/19/00 1-3 • CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on , 2000, was on said date registered in the name of Talisman Brookdale, LLC, a Minnesota corporation, and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF REGISTERED OWNER REGISTRATION EXECUTIVE DIRECTOR Talisman Brookdale, LLC 2000 988288.Red V8 to V7 12/19/00 1-4 • EXHIBIT J LEGAL DESCRIPTION OF ADJACENT DEVELOPMENT PRnPFRTY [Insert legal description of 5 anchor store properties] Penney's Store- Registered Land Survey No. 1469 Tract C as on file with the Registrar 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. 1614 Tract B as on file with the Registrar of Titles in Hennepin County Sears Store - Registered Land Survey No. 1469 Ex Hwy as on file with the Registrar Tract A of Titles in Hennepin County Kohl's Store - Registered Land Survey No. 1469 Tract B as on file with the Registrar of Titles in Hennepin County i 988288.Red V8 to v7 12/19/00 J-1 • EXHIBIT K DAYTONS AGREEMENT S • 988288.Red V8 to v7 12/19/00 K-1 . EXHIBIT L FINANCING COMMITMENT • 988288.Red V8 to V7; 12/19/00 L - 1 Member introduced the following resolution and moved its adoption: • RESOLUTION NO. RESOLUTION APPROVING AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH TALISMAN, LLC WHEREAS, the City Council of the City of Brooklyn Center by Resolution No. 00- 21 recommended to the Economic Development Authority (EDA) of the City of Brooklyn Center that the EDA enter into a redevelopment agreement with Talisman, LLC for the redevelopment of the Brookdale Mall; and WHEREAS, such recommendation to the EDA was made after the City Council had conducted a public hearing on the 24 day of January, 2000, on a proposed grant of a business subsidy; and WHEREAS, the proposed amended and restated development agreement which is attached hereto and incorporated herein.by reference by Exhibit A does not change any of the dollar amounts or obligations relating to the grant of a business subsidy; and WHEREAS, granting the developer additional time S the only changes would relate to g g p within which to complete the minimum improvements and Dayton's minimum improvements set forth in the redevelopment agreement and in the proposed amended and restated development • agreement attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Brooklyn Center that the amended and restated development agreement set forth in Exhibit A be and hereby is recommended for approval by the EDA of the City of Brooklyn Center. Date Mayor ATTEST: City Clerk 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. EXHIBIT A - • • • • AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND BETWEEN ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA AND TALISMAN BROOKDALE, LLC 0 This document drafted by: BRIGGS AND MORGAN (MMD) Professional Association 2200 West First National Bank Building St. Paul, Minnesota 55101 986288.9 TABLE OF CONTENTS Paae RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . 2 Section 1.1. Definitions . . . . . . . . . . . . . . . . 2 ARTICLE II - REPRESENTATIONS AND WARRANTIES . . . . . . . . 5 Section 2.1. Representations and Warranties of the Authority . . . . . . . . . . . . . . . . . 5 Section 2.2. Representations and Warranties of the Developer . . . . . . . . . . . . . . . . . 5 ARTICLE III - 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 AGREEMENT . . . . . . . . . . . . . . 11 Section 4.1. Execution of Assessment Agreement . . . . 11 Section 4.2. Real Property Taxes . . . . . . . . . . . 11 ARTICLE V - DAMAGE, DESTRUCTION OR CONDEMNATION . . . . . . . 13 Section 5.1. Damage, Destruction or Condemnation . . . 13 ARTICLE VI - TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY 14 Section 6.1. Preconditions to Issuance of Tax Increment Note . . . . . . . . . . . . . . 14 Section 6.2. Tax Increment Revenue Note . . . . . . . . 15 Section 6.3. Use of Tax Increments . . . . . . . . . . 16 Section 6.4. Business Subsidy Act. . . . . . . . . . . 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 988288.8 and Expenses . . . . . . . . . . . . . . . 25 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 • 988288.8 . AMENDED AND RESTATED DEVELOPMENT AGREEMENT THIS AGREEMENT, made as of the 21st day of December, 2000, 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: 988288.8 ARTICLE I DEFINITIONS Section 1.1. Defin All capitalized terms used and not otherwise defined herein shall have the following meanings unless a different meaning clearly appears from the context: Aareement, 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; Ancho 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 Val means the agreed minimum market value of the Development Property for calculation of real property taxes as determined by the assessor for the City • pursuant to the Assessment Agreement; Authority means the Economic Development Authority of Brooklyn Center, Minnesota; Certificate of Comnletiork 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; Con struction P lans means the plans, specifications, drawings and related documents of the construction work to be performed by the Developer on the Development Property. The plans (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building inspector of the City, and (b) shall include at least the following: (1) site plan; (2) site grading and drainage plans; (3) foundation plan; (4) basement plans, if any; (5) floor plan for each floor; (6) cross sections of each (length and width); (7) elevations (all sides) and (8) landscape plan; County means Hennepin County, Minnesota; Davtons Minimum ImDrovemerk= means the remodeling of the existing Dayton's located on the Adjacent Development Property as more particularly described on Exhibit E attached hereto; 988288.8 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; Eligib 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; Bliaible 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 Defaul means any of the events described in Section 8.1; Final Payment Date means the earlier of (a) the date all principal and accrued interest is paid on the Note, or (b) 45 days after the City receives from the County the second installment of property taxes for the taxes payable year 2008; 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 Payment Date means 45 days after the City receives the property tax settlements from the County, commencing with the first property tax settlement in the taxes payable year 2004, and continuing through the Final Payment Date; 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; Tax Increment DistriQL means Tax Increment Financing District No. 03, the parcel identification numbers of the property which is included therein are set forth in Exhibit A 988288.8 3 attached hereto and qualified as a redevelopment district under the Tax Increment Act; Tax Increment Financina_ PJAU 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 Incrementa means any tax increments derived from the Development Property and Adjacent Development Property which have been received and retained by the Authority in accordance with the provisions of Minnesota Statutes, Section 469.177, or otherwise pursuant to the Tax Increment Act; Termination Date means the Final Payment Date; Unavoidable Delays means delays, outside the control of the party claiming its occurrence, which are the direct result of strikes, other labor troubles, unusually severe or prolonged bad weather, acts of God, fire or other casualty to the Project, litigation commenced by third parties which, by injunction or other similar judicial action or by the exercise of reasonable discretion, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority or the City) which directly result in delays. • 999288.8 4 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Renresent and Warranties of the Authoritv. The Authority makes the following representations and warranties: (1) The Authority is a body corporate and politic of the State of Minnesota and has the power to enter into this Agreement and carry out its obligations hereunder. (2) The Tax Increment District is a "redevelopment district" within the meaning of Minnesota Statutes, Section 469.174, Subdivision 10 and was created, adopted and approved in accordance with the terms of the Tax Increment Act. (3) The development contemplated by this Agreement is in conformance with the objectives set forth in the Redevelopment Plan. (4) To finance the costs of the activities to be undertaken on the Development Property, the Authority proposes to, subject to the further provisions of this Agreement, apply Tax Increments, among other things, to reimburse the Developer for a portion of the costs of the Eligible Improvements. (5) The Authority has requested Hennepin County to certify the original tax capacity of the Tax Increment District. Section 2.2. Representation and Wa rranti es of the peveloner. 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. • 988288.8 5 • (3) The construction of the Minimum Improvements would not be undertaken by the Developer, and in the opinion of the Developer would not be economically feasible within the reasonably foreseeable future, without the assistance and benefit to the Developer provided for in this Agreement. (4) The Developer will obtain, or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state, and federal laws and regulations which must be obtained or met before the Minimum Improvements may be. lawfully constructed. (5) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provision of any contractual restriction, evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (6) The Developer will provide and maintain or cause to be maintained at all times and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on insurance of amounts and coverages normally held by businesses engaged in activities similar to those of the Developer. (7) The Developer has not received any notice from any local, state or federal official that the activities of the Developer, or that the Development Property may or will be in violation of any environmental law or regulation. The Developer is not aware of any state or federal claim filed or planned to be filed by any party relating to any violation of any local, state or federal environmental law, regulation or review procedure, and the Developer is not aware of any violation of any local, state or federal law, regulation or review procedure which would give any person a valid claim under the Minnesota Environmental Rights Act or other state or federal environmental statute. (8) The Developer will cooperate fully with the City and the Authority with respect to any litigation commenced with respect to the Project. (9) The financing commitments which the Developer has obtained to finance construction of the Minimum Improvements, together with financing provided by the Authority pursuant to this Agreement, will be sufficient to enable the Developer to successfully complete the Minimum Improvements in conformance • with the Construction Plans. 988288.8 6 (10) The Developer will cooperate fully with the City and the Authority in resolution of any traffic, parking, public nuisance, or public safety problems which may arise in connection with the construction and operation of the Project. (11) The Developer will expend at least $50,000,000 on the capital costs of construction of the Minimum Improvements, payments to the owners of the Anchor Tenants for remodeling costs, acquisition of the Penny's store, and demolition costs of Development Property or Adjacent Property, which costs are exclusive of equipment or other personal property and any "soft costs" such as architectural, engineering, management, administrative overhead, financing and legal costs. (12) The construction of the Minimum Improvements 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. 988288.8 7 • ARTICLE III CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 3.1. Construct of MiniTi)m Tmnrovem The Developer agrees that it will construct the Minimum Improvements on the Development Property in conformance with the approved Construction Plans. The Developer agrees that the scope and scale of the Minimum Improvements to be constructed shall not be significantly less than the scope and scale of the Minimum Improvements as detailed and outlined in the Construction Plans and Exhibit D hereof. Section.3.2. Construct Plans The Developer shall provide the Authority with Construction Plans, which shall be subject to approval by the Authority as provided in this Section 3.2. The Construction Plans shall provide for the Minimum Improvements to be constructed on the Development Property, and shall be in substantial conformity with the Redevelopment Plan, this Agreement, and all applicable state and local laws and regulations. The Authority shall approve the Construction Plans in writing if: (a) the Construction Plans conform to the terms and conditions of this Agreement; (b) the Construction Plans substantially conform to the terms and conditions of the Redevelopment Plan; (c) the Construction Plans conform to all • applicable federal, state and local laws, ordinances, rules and regulations; (d) the Construction Plans are adequate for purposes of this Agreement to provide for the construction of the Minimum Improvements; and (e) no Event of Default under the terms of this Agreement has occurred; provided, however, that any such approval of the Construction Plans pursuant to this Section 3.2 shall constitute approval for the purposes of this Agreement only and shall not be deemed to constitute approval or waiver by the Authority or the City with respect to any building, zoning or other ordinances or regulation of the City, and shall not be deemed to be sufficient plans to serve as the basis for the issuance of a building permit if the Construction Plans are not as detailed or complete as the plans otherwise required for the issuance of a building permit. Such Construction Plans must be rejected in writing by the Authority within fifteen (15) days of submission or shall be deemed to have been approved by the Authority. If the Authority rejects the Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Developer of written notification of the rejection, accompanied by a written statement of the Authority specifying the respects in which the Construction Plans submitted by the Developer fail to conform to the requirements of this Section 3.2. The provisions of this Section 3.2 relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the • Authority; provided, however, that in any event the Developer shall submit Construction Plans which are approved by the 988288.8 8 Authority prior to commencement of construction of the Minimum Improvements. Approval of the Construction Plans by the Authority shall not relieve the Developer of any obligation to comply with the terms and provisions of this Agreement, or the provision of applicable federal, state and local laws, ordinances and regulations, nor shall approval of the Construction Plans by the Authority be deemed to constitute a waiver of any Event of Default. If the Developer desires to make any material change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the approval criteria listed in this Section 3.2 with respect to the original Construction Plans and do not constitute a material modification to the scope, size, materials or'use of the Minimum Improvements or to the site plan therefor, the Authority shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the Authority unless rejected in writing within ten (10) days by the Authority with a statement of the Authority's reasons for such rejection. Section 3.3. Commence and Comnleti,_e of Cons truction. 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 3.4. Certificate o Con nletign. 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 988288.8 9 the Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default under the terms of this Agreement, and what measures or acts it will be necessary, in the opinion of the Authority, for the Developer to take or perform in order to obtain such Certificate of Completion. The Authority shall have the right to inspect all of the books and records of the Developer to verify the accuracy of the representations made by the Developer in Section 2.2 (11) and 6.1 hereof. Section 3.5. Davtons Minimum Imnrovement. 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 P Y 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 P Y 7 P P Y market value of at least $75,000,000. i i 988288.8 10 ARTICLE IV ASSESSMENT AGREEMENT Section 4.1. Executio of Ass essment Aareement. 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 Minnesot4 Statutes, Section 469.177, Subdivision 8, upon a finding by the Assessor that the Assessor's Minimum Market Value represents a reasonable estimate based upon the plans and specifications for the Minimum Improvements to be constructed on the Development Property and the market value previously assigned to the Development Property. Pursuant to Minnesota Statutes Section 469.177, Subdivision 8, the Assessment Agreement shall be filed for record in the office of the county recorder or registrar of titles of Hennepin County, and such filing shall constitute notice to any subsequent encumbrancer or purchaser of the Development Property, whether voluntary or involuntary, and such Assessment Agreement shall be binding and enforceable in its entirety against any such subsequent purchaser or encumbrancer, including the holder of the any mortgage of the Development Property. Section 4.2. Real Pr operty Taxes (1) The Developer acknowledges that it is obligated under law to pay all real property taxes payable with respect to the Development Property and pursuant to the provisions of the Assessment Agreement and any other statutory or contractual duty that shall accrue subsequent to the date of its acquisition of title to the Development Property and until the Developer's • obligations have been assumed by any other person with the 988288.8 11 written consent of the Authority and pursuant to the provisions of this Agreement. (2) The Developer agrees that prior to the Termination Date: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property constituting the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; S (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. 988288.8 12 • ARTICLE V DAMAGE, DESTRUCTION OR CONDEMNATION Section 5.1. Damaa_e. Destru ction 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. 988288.8 13 ARTICLE VI TAX INCREMENT ASSISTANCE; PAYMENTS TO AUTHORITY Section 6.1. Precondit 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 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; rovided however, that the Authority shall be P Y 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 co to P P P P PY the Authority of the Construction Plans for the Minimum Improvements; (b) The Developer has obtained all necessary permits, licenses, and authorizations necessary to commence and complete the construction of the Minimum Improvements; (c) The Authority has received evidence satisfactory to it that, upon substantial completion of the Minimum Improvements, the Development Property and the Adjacent Development Property will, upon substantial completion of the Daytons Minimum Improvements, have a total aggregate market value of at least $75,000,000; (d) The Developer has paid all of the Legal and Administrative Expenses; (e) The Developer shall be in material compliance with all the terms and provisions of this Agreement; (f) The construction of the Minimum Improvements is completed, and the Authority has issued the Certificate of Completion pursuant to Section 3.4 hereof; (g) The Development Property is at least 75% leased to Eligible Tenants pursuant to leases having remaining terms i at the time of issuance of the Note of not less than 3 years, and Dayton's, Penny's, Sear's and Kohl's have executed leases or operating agreements with respect to the 'r Adjacent Property at the time of issuance of the Note for remaining terms of not less than 3 years; 988288.8 14 i (h) The Developer shall have spent at least $13,000,000 of its equity to pay the costs of the Minimum Improvements; (i) The Assessment Agreement is recorded in the Hennepin County Recorder's office; (j) The City has approved a planned unit development for the Development Property and received evidence acceptable to it that provision has been made for adequate parking for the Project; and (k) The Authority has received an MAI appraisal from a nationally recognized expert in regional mall valuation showing the combined market value of the Development Property and the Adjacent Development Property, at not less than $75,000,000; and (1) The Developer shall have closed on the financing outlined in the financing commitment attached hereto as Exhibit L. Section 6.2. Tax In crement R evenue 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 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. i 988288.8 15 (5) The Note shall be a special and limited obligation of the Authority and not a general obligation of the Authority, and only Tax Increments shall be used to pay the principal of and interest on the Note. If, on any Note Payment Date, the Tax Increments for the payment of the accrued and unpaid interest on the Note are insufficient for such purposes, the difference shall be carried forward, without interest accruing thereon, and shall be paid if and to the extent that on a future Note Payment Date there are Tax Increments in excess of the amounts needed to pay the accrued interest then due on the Note. (6) The Authority's obligation to make payments on the Note on any Note Payment Date or any date thereafter shall be conditioned upon the requirement that (A) there shall not at that time be an Event of Default that has occurred and is continuing under this Agreement and (B) this Agreement shall not have been terminated pursuant to Section 8.2(b). (7) The Note shall be governed by and payable pursuant to the additional terms thereof, as set forth in Exhibit I. In the event of any conflict between the terms of the Note and the terms of this Section 6.2, the terms of the Note shall govern. The issuance of the Note pursuant and subject to the terms of this Agreement, and the taking by the Authority of such additional actions as bond counsel for the Authority may require in connection therewith, are hereby authorized and approved by the Authority. Section 6.3. Use of Tax ?ng_rements. The Authority and the City shall be free to use the Tax Increments, other than those to which the Developer is entitled pursuant to the provisions of Section 6.2 hereof, for its administrative expenses and for any other purpose for which the Tax Increments may lawfully be used pursuant to applicable provisions of the Minnesota law. The City and Authority shall have no other financial participation in the Project other than as specifically set forth herein. Any utility relocation, street improvements or other improvements which are not included as Eligible Improvements, the costs of which may be reimbursed, in whole or in part, with Tax Increments, shall be solely at the expense of the Developer. Section 6.4. Business Subqidv Act. (1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.994 (the "Business Subsidy Act "), the Developer acknowledges and agrees that the amount of the "Business Subsidy" granted to the Developer under this Agreement is $2,900,000 and that the Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to undertake without the Business Subsidy. The Tax Increment District is a "redevelopment" district and the public purpose of • the Business Subsidy is to encourage the construction of necessary public improvements and to redevelop blighted areas and 988288.8 16 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 and the denominator of which is 93 (i.e. number of jobs set forth in the Goals). The Developer agrees to continue its operations on the Development Property for at least .five years after the Benefit Date. (3) The Developer agrees to (i) report its progress on • achieving the Goals to the Authority until the Goals are met, or the Business Subsidy is repaid, whichever occurs earlier, (ii) include in the report the information required in Subdivision 7 of the Business Subsidy Act on forms developed by the Minnesota Department of Trade and Economic Development, and (iii) send completed reports to the Commission of the Department of Trade and Economic Development and to the Authority. The Developer agrees to file these reports no later than March 1 of each year commencing March 1, 2000, and within 30 days after the deadline for meeting the Goals. The Authority agrees that if it does not receive the reports, it will mail the Developer a warning within one week of the required filing date. If within 14 days of the post marked date of the warning the reports are not made, the Developer agrees to pay to the Authority a penalty of $100 for each subsequent day until the report is filed up to a maximum of $1,000. Section 6.5. Payments to $ority. In consideration of the assistance given to the Developer pursuant to this Agreement, the Developer agrees to pay the Authority within 10 days of receipt, the first $50,000 plus one half of any amount over $50,000 of any percentage rents received by the Developer or any of its affiliates in each calendar year pursuant to Section 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 Daytons Agreement or take any other action which would reduce the amount of the percentage rent set forth in the Daytons Agreement 988288.8 17 or take any other action that would reduce the likelihood of such • percentage rents being paid to the Developer. Section 6.6. Tax Deferrals or Abatements (1) The Developer agrees as follows: (a) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Development Property or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (b) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of the Development Property determined by any tax official to be applicable to the Development Property or the Developer, or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; provided, however, "tax statute" does not include any local ordinance or resolution levying a tax; (c) It will not seek any tax deferral or abatement, either presently or prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or federal law, of the taxation of the Development Property between the date of execution of this Agreement and the Termination Date. (2) The Developer agrees that if any owner or tenant of the Adjacent Property takes any of the actions set forth in paragraph (1) above with respect to the Adjacent Property, the Authority may suspend its payment of Tax Increments to the Developer under the Note and escrow all or any part of the Tax Increments until such matters are finally resolved. Any suspension or escrow of the Tax Increments pursuant to this clause (2) will only occur if (a) the Authority determines that the proceedings could reduce the annual collection of Tax Increment to less than $650,000, or (b) it could require the Authority or the City to abate or refund amounts which, when deducted from the Tax Increment received during the year in question, would result in less than $650,000. The amount suspended or escrowed shall be only the amount 'i necessary to preserve the annual collection of Tax Increments, after reduction by any amount in dispute, to $650,000. Any escrowed Tax Increments may be used to pay any amounts required to be abated and shall be deemed to be a payment of principal under the Note. 988288.8 18 ARTICLE VII PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER; INDEMNIFICATION Section 7.1. Status of Deve loper; Trans of Substantially_ All Assets. As security for the obligations of the Developer under this Agreement, the Developer represents and agrees that prior to the Termination Date, the Developer will maintain its existence as a Minnesota entity and shall not consolidate with or merge into another entity and shall not dissolve or otherwise dispose of all or substantially all of its assets; provided that the Developer may consolidate with or merge into another corporation or sell or otherwise transfer to a partnership or corporation organized under the laws of one of the United States, or an individual, all or substantially all of its.assets as an entirety and thereafter dissolve and be discharged from liability hereunder if the transferee partnership, corporation or individual assumes in writing all of the obligations of the Developer under this Agreement and the Assessment Agreement. Section 7.2. Pr ibition Again Transfer of Property and Assianment of Aareement. For the foregoing reasons the Developer represents and agrees that prior to the Termination Date: • (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to constructing the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority. (b) The Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such approval that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer. i 988288.8 19 (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this Agreement and agreed to be subject to all the conditions and restrictions to which the Developer is subject (unless the Developer agrees to continue to fulfill those obligations, in which case the preceding provisions of this Section 7.2(b)(ii) shall not apply); provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Development Property or the construction of the Project; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however. consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Project that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the . contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Project, from any of its obligations with respect thereto. (iii) There shall be submitted to the Authority for review and prior written approval all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Development Property governed by this Article IX. Section 7.3. LRprovals.. Any approval of a transfer of interest in the Developer, this Agreement, or the Development Property required to be'given by the Authority under this Article VII may be denied only in the event that the Authority reasonably determines that the ability of the Developer to perform its obligations under this Agreement, or the overall financial 988288.8 20 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. 988288.8 21 . ARTICLE VIII EVENTS OF DEFAULT, Section 8.1. Events of Default De fined . The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean whenever it is used in this Agreement any one or more of the following events: (a) Failure by the Developer to timely pay any ad valorem real property taxes assessed with respect to the Development Property or to reimburse the Authority for Legal and Administrative Expenses; (b) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article III; (c) Failure by the Developer to reconstruct the portion of the Project located on the Development Property when required pursuant to Section 5.1; (d) Transfer of any interest in the Developer or the portion of the Project located on the Development Property in violation of the provisions of Article VII; i (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 988288.8 22 filing thereof; or a receiver, trustee or liquidator of the Developer, or of the Project, or part thereof, shall be appointed in any proceeding brought against the Developer, and shall not be discharged within sixty (60) days after such appointment, or if the Developer, shall consent to or acquiesce in such appointment. (g) The Holder of any mortgage on the Development Property, or any improvements thereon, or any portion thereof, commences foreclosure proceedings or accepts a deed in lieu of foreclosure as a result of any default under the applicable mortgage documents. (h) On any date on or after January 2, 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 20% of the Development Property is leased or otherwise occupied by any businesses which is not an Eligible Tenant; • (k) any part of the Development Property is leased in violation of the covenant in Section 2.2, clause (14) hereof; Section 8.2. 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. • 988288.8 23 (c) The Authority may take any action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Developer under this Agreement. Section 8.3. No Remedv Exc lus ive . No remedy herein conferred upon or reserved to the Authority is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 8.4. No Implied Wa In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by any other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 8.5. Agreement to Fav Attornq�v'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 8.6. Indemn ification of Aut hority a nd 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 988288.8 24 • from the actions or inactions of the Developer (or if other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided, that this indemnification shall not apply to the warranties made or obligations undertaken by the City or Authority in this Agreement. (3) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority or the City, as the case may be. 988288.8 25 ARTICLE IX ADDITIONAL PROVISIONS Section 9.1. Restrictions on Use The Developer agrees for itself, its successors and assigns and every successor in interest to the Development Property, or any part thereof, that the Developer and such successors and assigns shall use the Development Property as a retail shopping mall. Section 9.2. Conf1,i.ra q O In terest. No member of the governing body or other official of the Authority or the City shall have any financial interest, direct or indirect, in this Agreement, the Development Property or the Project, or any contract, agreement or other transaction'contemplated to occur or be undertaken thereunder or with respect thereto, nor shall any such member of the governing body or other official participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation,. partnership or association in which he or she is directly or indirectly interested. No member, official or employee of the Authority or the City shall be personally liable to the City in the event of any default or breach by the Developer or successor or on any obligations under the terms of this Agreement. Section 9.3. Titles o Arti cles and Sectiona. Any titles • of the several parts, articles and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.4. Notices a rLd Demands Except as otherwise expressly provided in this Agreement, a notice, demand or other communication under this Agreement by any party to any other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally, and (a) in the case of the Developer is addressed to or delivered personally to: Talisman Brookdale, LLC 1500 San Reno Avenue Suite 135 Coral Gables, Florida 33146 (b) in the case of the Authority is addressed to or delivered personally to the Authority at: Economic Development Authority of Brooklyn Center, Minnesota • 6301 Shingle Creek Parkway Brooklyn Center, Minnesota 55430 ATTN: Executive.Director 988288.8 26 . or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section. Section 9.5. Counternarts,. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.6. Law Covern This Agreement will be governed and construed in accordance with the laws of the State. Section 9.7. Exnirat This Agreement shall expire on the Termination Date unless earlier terminated or rescinded in accordance with its terms. Section 9.8.ovisi Surv iving R or E,foiration. Sections 8.5 and 8.6 shall survive any rescission, termination or expiration of this Agreement with'respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. 988288.8 27 IN WITNESS WHEREOF, the Authority has caused this Agreement • to be duly executed in its name and on its behalf and the Developer has caused this Agreement to be duly executed in its name and on its behalf, on or as of the date first above written. BROOKLYN CENTER ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director This is a signature page to the Amended and Restated Development Agreement dated December 21, 2000, by and between the Economic Development Authority of Brooklyn Center, Minnesota and Talisman Brookdale, LLC. • 988288.8 28 TALISMAN BROOKDALE, LLC By Its general partner By Its This is a signature page to the Amended and Restated Development Agreement dated December 21, 2000, by and between the Economic Development Authority of Brooklyn Center, Minnesota and Talisman Brookdale, LLC. 988288.8 29 STATE OF MINNESOTA ) ) : ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2000, by and the President and the Executive Director respectively, of the Economic Development Authority of Brooklyn Center, Minnesota. Notary Public • 988288.8 30 STATE OF MINNESOTA ) ) : ss COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2000, by , the of , the general partner of Talisman Brookdale, LLC, a Delaware limited liability company. Notary Public 988288.8 3 1 • 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 -34 -0008 27- 119 -21 -33 -0007 28- 119 -21 -41 -0124 27- 119 -21 -33 -0008 28- 119 -21 -41 -0125 27- 119 -21 -33 -0010 28- 119 -21 -44 -0001 27- 119 -21 -33 -0011 34- 119 -21 -21 -0003 27- 119 -21 -33 -0012 34- 119 -21 -21 -0004 27- 119 -21 -33 -0013 34- 119 -21 -21 -0005 27- 119 -21 -33 -0014 34- 119 -21 -21 -0006 27- 119 -21 -33 -0016 34- 119 -21 -21 -0007 27- 119 -21 -33 -0017 34- 119 -21 -21 -0008 27- 119 -21 -33 -0018 34- 119 -21 -21 -0009 27- 119 -21 -33 -0019 34- 119 -21 -21 -0020 27- 119 -21 -33 -0020 34- 119 -21 -21 -0021 27- 119 -21 -33 -0021 34- 119 -21 -21 -0022 27- 119 -21 -33 -0022 34- 119 -21 -21 -0023 27- 119 -21 -33 -0023 34- 119 -21 -21 -0027 27- 119 -21 -33 -0024 34- 119 -21 -21 -0028 27- 119 -21 -33 -0025 34- 119 -21 -21 -0029 27- 119 -21 -33 -0026 34- 119 -21 -21 -0030 27- 119 -21 -33 -0027 34- 119 -21 -21 -0031 27- 119 -21 -33 -0028 34- 119 -21 -22 -0007 27- 119 -21 -33 -0046 34- 119 -21 -22 -0008 27- 119 -21 -33 -0047 34- 119 -21 -22 -0009 27- 119 -21 -33 -0048 34- 119 -21 -22 -0010 27- 119 -21 -33 -0049 34- 119 -21 -22 -0011 27- 119 -21 -33 -0050 34- 119 -21 -22 -0012 27- 119 -21 -33 -0051 34- 119 -21 -22 -0015 27- 119 -21 -33 -0052 34- 119 -21 -22 -0016 27- 119 -21 -33 -0053 34- 119 -21 -22 -0017 27- 119 -21 -33 -0054 34- 119 -21 -22 -0018 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 988288.8 A -1 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- 11.8 -21 -23 -0016 02- 118 -21 -13 -0027 02- 118 -21 -23 -0017 0'2- 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 02- 118 -21 -42 -0031 02- 118 -21 -44 -0033 02- 118 -21 -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 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 988288.8 A -2 35- 119 -21 -14 -0011 35- 119 -21 -24 -0004 35- 119 -21 -22 -0005 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 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- 119 -21 -13 -0031 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 -0079 36- 119 -21 -42 -0010 36- 119 -21 -13 -0080 36- 119 -21 -42 -0011 36- 119 -21 -13 -0106 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 988288.8 A -3 EXHIBIT B Legal Description of Development Property [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 No. 1614 Tract A as on file with the Registrar of Titles in Hennepin County Penney's TBA - Registered Land Survey No. 1469 Tract D as on file with the Registrar of Titles in Hennepin County • 988288.8 B -1 • EXHIBIT C Description of Eligible Improvements • • 988288.8 C -1 • EXHIBIT D Description of Minimum Improvements Reconfiguration of the existing space and improvements in the Brookdale Mall, including the creation of open space and other improvements as described and depicted below: i • • 988288.8 D -1 EXHIBIT E Description of Daytons Minimum Improvements Remodeling of the Existing Daytons Store located in the Brookdale Mall, such remodeling to include at a minimum the following components: 988288.8 E -1 EXHIBIT F List of Eligible Tenants 988288.8 F -1 EXHIBIT G 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 December 21, 2000, have been completed. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its Executive Director • 988288.8 G -1 i - EXHIBIT H Assessment Agreement THIS AGREEMENT, dated as of this day of 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: 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 he Authority desire to establish a t uth rity and minimum market value for the Development Property and the improvements to be constructed thereon, pursuant to Minnesota Statutes, Section 273.76, Subdivision 8; and WHEREAS, the Authority and the Assessor have reviewed the preliminary plans and specifications for the improvements which it is contemplated will be erected; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. Upon substantial completion of construction of the above referenced improvements by the Developer, the minimum market value which shall be assessed for the Development Property described above, with the retail /shopping complex constructed thereon, shall be Forty -Five Million Dollars ($45,000,000). 2. The minimum market value herein established shall be in effect for the taxes payable year 2004 through and including the taxes payable year 2008, and that thereafter this Agreement shall be of no further 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 reambles nor provisions of this Agreement P P . are intended to, or shall they be construed as, modifying the terms of the Agreement between the Authority and the Developer. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. IN WITNESS WHEREOF, the City, the Developer and the Assessor have caused this Agreement to be executed in their names and on their behalf all as of the date set forth above. ECONOMIC DEVELOPMENT AUTHORITY OF BROOKLYN CENTER, MINNESOTA By Its Chair B y Its Executive Director TALISMAN BROOKDALE, LLC By Its General Partner By Its This Instrument Drafted by: Briggs and Morgan P.A. gg g 2200 First National Bank Bldg. St. Paul, Minnesota 55101 • 988288.8 H -2 i STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000, by and the Chair and Executive Director, respectively, of the Economic Development Authority of Brooklyn Center, Minnesota. I . Notary Public STATE OF MINNESOTA ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2000, by , the , of the general partner of Talisman Brookdale, LLC, a limited liability company, on behalf of the Company. Notary Public • 988289.8 H -3 I CERTIFICATION BY ASSESSOR The undersigned Assessor, being legally responsible for the assessment of the property described in Exhibit A attached hereto, certifies that the market values assigned to the land and improvements as follows are reasonable: January 2, 2003 and subsequent assessments through the January 2, 2007 assessment for taxes payable 2004 through 2008: $45,000,000 Brooklyn Center Assessor STATE OF MINNESOTA ) ) so. COUNTY OF HENNEPIN ) • The foregoing instrument was acknowledged before me this day of , 2000, by the Assessor for the City of Brooklyn Center. I Notary Public • 988288.8 H -4 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 December 21, 2000, as the same may be amended from time to time (the "Development Agreement "), by and.between the Brooklyn Center Economic Development Authority, Minnesota (the "Authority "), and Talisman Brookdale, LLC, a Minnesota limited liability company (the "Company "). The unpaid principal amount hereof shall bear interest from the date of this Note at the simple, non - compounded rate of eight percent (8.00)% per annum. Interest shall be computed on the basis of a 360 -day year of twelve (12) 30 -day months. The amounts due under this Note shall be payable 45 days after the City receives the property tax settlements from the County, commencing with the first property tax settlement in the year 2004 to and including the Final Payment Date (as defined in the Development Agreement) (the "Payment Dates "). On each Payment Date the Authority shall pay by check or draft mailed to the person that was the Registered Owner of this Note at the • close of the last business day of the City preceding such Payment Date an amount equal to the lesser of (a) 80% of the Tax Increments (hereinafter defined) received by the Authority during 988288.8 1-1 the six month period preceding such Payment Date, or (b) $650,000. The Payment Amounts due hereon shall be payable solely from tax increments (the "Tax Increments ") from the Development Property and the Adjacent Property (as defined in the Development Agreement) which are paid to the Authority and which the Authority is entitled to retain pursuant to the provisions of Minnesota Statutes, Sections 469.174 through 469.179, as the same may be amended or supplemented from time to time (the "Tax Increment Act "). This Note shall terminate and be of no further force and effect following the Final Payment Date defined above, on any date upon which the Authority shall have terminated the Development Agreement under Section 8.2(b) thereof, or on the date that all principal and interest payable hereunder shall have been paid in full, whichever occurs earliest. The Authority makes no representation or covenant, express or implied, that the Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The Authority's payment obligations hereunder shall be further conditioned on the fact that no Event of Default under the Development Agreement shall have occurred and be continuing • at the time payment is otherwise due hereunder, but such unpaid amounts shall become payable, without interest accruing thereon in the meantime, if said Event of Default shall thereafter have been cured; and, further, if pursuant to the occurrence of an Event of Default under the Development Agreement the Authority elects to cancel and rescind the Development Agreement, the Authority shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Development Agreement, including without limitation Section 8.2 thereof, for a fuller statement of the rights and obligations of the Authority to pay the principal of this Note and the interest thereon, and said provisions are hereby incorporated into this Note as though set out in full herein. This Note is a special, limited revenue obligation and not a general obligation of the Authority and is payable by the City only from the sources and subject to the qualifications stated or referenced herein. This Note is not a general obligation of the City of Brooklyn Center, Minnesota, and neither the full faith and credit nor the taxing powers of the Authority are pledged to the payment of the principal of or interest on this Note and no property or other asset of the Authority, save and except the above - referenced Tax Increments, is or shall be a source of payment of the Authority's obligations hereunder. • This Note is issued by the Authority in aid of financing a project pursuant to and in full conformity with the Constitution 988288.8 I -2 and laws of the State of Minnesota, including the Tax Increment Act. This Note may be assigned only with the prior written consent of the Authority. In order to assign the Note, the assignee shall surrender the same to the Authority either in exchange for a new fully registered note or for transfer of this Note on the registration records for the Note maintained by the City. Each permitted assignee shall take this Note subject to the foregoing conditions and subject to all provisions stated or referenced herein. IT IS HEREBY CERTIFIED AND RECITED that all acts, condi- tions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law;_and that this Note, together with all other indebtedness of the Authority outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any constitutional statutory limitation thereon. 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 2000. Chair Executive Director 988288.8 I -3 CERTIFICATION OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued on , 2000, was on said date registered in the name of Talisman Brookdale, LLC, a Minnesota corporation, and that, at the request of the Registered Owner of this Note, the undersigned has this day registered the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. NAME AND ADDRESS OF DATE OF SIGNATURE OF REGISTERED OWNER RG STRATION FXECUTIVE DIR ECTOR Talisman Brookdale, LLC 2000 i • 988288.8 1 -4 EXHIBIT J LEGAL DESCR IP'T'ION OF ADJAC DEVELOPME PROPE [Insert legal description of 5 anchor store properties] Penney's Store- Registered Land Survey No. 1469 Tract C as on file with the Registrar 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. 1614 Tract B as on file with the Registrar of Titles in Hennepin County Sears Store - Registered Laird Survey No. 1469 Ex Hwy as on file with the Registrar Tract A of Titles in Hennepin County Kohl's Store - Registered Land Survey No. 1469 Tract B as on file with the Registrar of Titles in Hennepin County 988288.8 J-1 EXHIBIT K DAYTONS AGREEMENT s 988288.8 K -1 i EXHIBIT L FINANCING COMMITMENT • • 988288.8 L -1