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HomeMy WebLinkAbout2016-146A (restatement of development agreement and the termination of certain assessment agreements, Territorial Springs, LLC and Lofts projects, Series 2016C Bonds) Extract of Minutes of a Meeting of the City Council of the City of Stillwater, Minnesota Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Stillwater, Minnesota, was duly held at the City Hall in said City on Tuesday, the 19th day of July, 2016 at 7:00 o'clock P.M. Councilmembers Menikheim, Junker, Weidner, Polehna and Mayor Kozlowski and the following were absent: None During said meeting Councilmember Weidner introduced the following resolution and moved its adoption: RESOLUTION NO. 2016-146A RESOLUTION AUTHORIZING THE RESTATEMENT OF DEVELOPMENT AGREEMENT AND THE TERMINATION OF CERTAIN ASSESSMENT AGREEMENTS (TERRITORIAL SPRINGS, LLC AND THE LOFTS PROJECTS) SERIES 2016C BONDS The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Polehna, and after full discussion thereof and upon vote being taken thereon, the following voted in favor hereof: Councilmembers Menikheim, Junker, Weidner, Polehna and Mayor Kozlowski and the following voted against the same: whereupon said resolution was declared duly passed and adopted. RESOLUTION NO. 2016-146A A RESOLUTION APPROVING RESTATEMENT OF DEVELOPMENT AGREEMENT AND THE THE TERMINATION OF CERTAIN ASSESSMENT AGREEMENTS(TERRITORIAL SPRINGS,LLC PROJECT) WHEREAS, on the 9th day of December, 2003, pursuant to a Contract for Private Redevelopment between the City and Territorial Springs, LLC (the "Redeveloper,") the Parties executed two separate Assessment Agreements for the purpose of establishing the minimum market value of Terra Springs, Washington County, Minnesota; and WHEREAS,the Assessment Agreements were executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of$3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively,the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Private Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004 (collectively,the "Contract for Redevelopment"); and WHEREAS, an Agreement was reached between the City and Territorial Springs, LLC dated April 19,2016 that the City would issue tax exempt revenue bonds to refund the outstanding (Series 2003 Notes and the Series 2004 Notes and bonds issued with respect to the Lofts of Stillwaters Project (the Series 2016 Bonds); and WHEREAS, the Contract for Redevelopment must be amended and restated by the Amended and Restated Contract for Private Redevelopment (the "Amended and Restated Development Agreement") attached to this Resolution as Exhibit A, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds Series 2016C (the "Series 2016C Bonds") to be issued by the City to, in part, refund the Notes; and WHEREAS,the Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes; and WHEREAS, in order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreements attached as Exhibits B, C, D, E, and F and the security interest created thereby before the Series 2016C Bonds are sold; and NOW, THEREFORE, BE IT RESOLVED, that the Amended and Restated Development Agreement and the Termination Agreements attached to this Resolution as Exhibits are hereby approved according to the conditions set forth in each agreement, and the Mayor and City Clerk are authorized to sign all Agreements. Adopted by the City Council of the City of Stillwater this 19th day of July, 2016. CITY OF STILLWATER ATTEST: Zea Ted Kozlowski, Ma r Diane F. Ward, Clerk Execution Copy July 19, 2016 AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE CITY OF STILLWATER, MINNESOTA AND TERRITORIAL SPRINGS, LLC, a Minnesota limited liability company This Document was Drafted by: David T. Magnuson Magnuson Law Firm 324 Main Street South, Suite 260 Stillwater, MN 55082 651/439-9464 EXHIBIT A TABLE OF CONTENTS Section 1.1. Definitions 2 Section 2.1. Representations by the City. 4 Section 2.2. Representations and Warranties by the Redeveloper 5 Section 3.1. Refunding Bonds. 5 Section 4.1. Redeveloper's Responsibility 6 Section 5.1. Public Improvements. 7 Section 5.2. Project Improvements; Warranty. 7 Section 5.3. Street and Utility Management. 7 Section 6.1. Construction of Minimum Improvements and Termination Assessment Agreements. 8 Section 6.2. Termination of Assessment Agreements. 8 Section 7.1. Events of Default Defined. 8 Section 7.2. Remedies on Default. 9 Section 7.3. No Remedy Exclusive 9 Section 7.4. No Additional Waiver Implied by One Waiver. 9 Section 8.1. Conflict of Interests; City Representatives Not Individually Liable. 9 Section 8.2. Equal Employment Opportunity. 10 Section 8.3. Provisions Merged With Deed 10 Section 8.4. Titles of Articles and Sections. 10 Section 8.5. Notices and Demands. 10 Section 8.6. Counterparts. 10 Section 8.7. Effective Date. 10 -i- AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, effective the 19`h day of July, 2016 between THE CITY OF STILLWATER (the "City"), a home rule charter city of the State of Minnesota, having its principal offices at 216 North 4th Street, Stillwater, Minnesota 55082, and TERRITORIAL SPRINGS, LLC (the "Redeveloper"), a Minnesota limited liability company, having its principal office at 180 East Fifth Street, Suite 180, St. Paul, Minnesota 55101. WITNESSETH: WHEREAS, the City is a home rule charter city organized and existing pursuant to the Constitution and laws of the State of Minnesota and is governed by the Council of the City; and WHEREAS, pursuant to the Municipal Development District Act, Minnesota Statutes, Section 469.124-469.134, as amended, the Council is authorized to establish development districts in order to provide for the development and redevelopment of the City; and WHEREAS, the Council of the City has adopted a development program (the "Program") pursuant to the Municipal Development District Act; and has established a development district (the "Development District") pursuant to the Municipal Development District Act; and has established Tax Increment Financing District No. 10 (the "Financing District") and adopted a Tax Increment Financing Plan (the "Plan") also pursuant to Minn. Stat. §469.174 through §469.179 of the State of Minnesota; and WHEREAS, the major objectives of the Council in establishing the Development District were to: remove, prevent, or reduce blight, blighting factors, causes of blight, or the spread of blight and deterioration; eliminate unsafe structures and conditions; provide land for needed public parking, utilities, and facilities; remove incompatible land uses, eliminate obsolete or detrimental uses; and assemble land for redevelopment; and WHEREAS, in order to achieve the objectives of the Program and Plan the City acquired certain real property located in the District, from available City funds which did not include tax increments from any Tax Increment Financing District and has sold the real property to the Redeveloper on the condition that the Redeveloper construct the Minimum Improvements thereon; and WHEREAS, the City found that the development and redevelopment of the Development District and the Financing District pursuant to this Agreement, and fulfillment generally of the terms of this Agreement, were in the vital and best interests of the City and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws under which the Program and the tax increment financing plan was undertaken, and WHEREAS, in furtherance of the purposes and objections of the Program and the Plan and the Program on the 19th of August, 2003, the City and the Redeveloper executed a Contract for Redevelopment for the "Terra Springs" Development whereby the approvals were given by the City for the entire development and construction authorized for the installation of public utilities for the project (the original Agreement); and WHEREAS, pursuant to the original Contract, on the 10th day of December, 2003, the City issued its Tax Increment Financing Note No. 1 ($3,255,000 Taxable Tax Increment Revenue Note Series 2003) and pursuant to all applicable regulations, agreements, rules and laws, the proceeds of Tax Increment Financing Note No. 1 were dispersed in furtherance of Phase I of the project; and WHEREAS, the Developer and the Redeveloper, in furtherance of the purpose of the Program and the Plan, on the 17th of June, 2004 executed Addendum No. 1 to the original Contract in order to facilitate the issuance of a Taxable Tax Increment Note No. 2; and WHEREAS, on the 15th day of September, 2004 the City issued Tax Increment Financing Note No. 2 ($2,923,000 Taxable Tax Increment Note, Series 2004), and pursuant to all applicable regulations, agreements, rules and laws, the proceeds of Tax Increment Financing Note No. 2 were dispersed in furtherance of Phase II of the project; and WHEREAS, pursuant to the original Agreement and Addendum No. 1, the City and the Redeveloper agreed to issue tax exempt tax increment bonds ("Refunding Bonds") to refund both Tax Increment Financing Note No. 1 and Tax Increment Financing Note No. 2 and it is in furtherance of that purpose that the City and Redeveloper amend and restate both the original Agreement and Addendum No. 1 in order that the Amended and Restated Agreement, as set forth in this Agreement will cancel and annul both the original Agreement and Addendum No. 1. 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: ARTICLE 1 Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: 1.1.1. "Act" means collectively the Municipal Development District Act, Minn. Stat. §469.124 et seg., as amended, and Minn Stat. §469.174 through §469.179. 1.1.2. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. 1.1.3. "Available Tax Increments" means 95% of those tax increments actually received by the City from the Redevelopment Property in the six months preceding each date of payment on the Tax Exempt Tax Increment Bonds (Refunding Bonds). 1.1.4. "City" means the City of Stillwater, Minnesota. -2 1.1.5. "County" means the County of Washington, Minnesota. 1.1.6. "Development District" means Municipal Development District No. 1 created by the City. 1.1.7. "Event of Default" means an action by the Redeveloper described in Section 7.1 of this Agreement. 1.1.8. "Lot" means any Lot within the Plat of Terra Springs. 1.1.9. "Minimum Improvements" means the improvements constructed by the Redeveloper on the Redevelopment Property. 1.1.10. "Minnesota Environmental Policy Act" means the statutes located at Minn. Stat. §116D.01 et seq., as amended. 1.1.11. "Minnesota Environmental Rights Act" means the statutes located at Minn. Stat. §116B.01 et seq., as amended. 1.1.12. "National Environmental Policy Act" means the federal law located at 42 U.S.C. 4331 et seq., as amended. 1.1.13. "Park Maintenance Fund" means the deposit made by the Redeveloper for the extraordinary repairs and improvements of the public access areas of the Redevelopment Property. 1.1.14. "Plat" means the Terra Springs Plat. 1.1.15. "Program" means the development program approved by the City in connection with the creation of the Development District, as it may be amended or modified. 1.1.16. "Project" means the construction of the Minimum Improvements on the Redevelopment Property and the construction of the Public Improvements by the Redeveloper. 1.1.17. "Public Improvements" means the public improvements constructed by the Redeveloper as described in Section 5.1. 1.1.18. "Redeveloper" means Territorial Springs, LLC, a Minnesota limited liability company, or with respect to any particular Pad, an assignee permitted by this Agreement. 1.1.19. "Redevelopment Property" means the property within the Plat of Terra Springs, on file and of record in the office of the Washington County Recorder. 1.1.20. "Refunding Bonds" means the Tax Exempt Tax Increment Revenue Bonds described in Section 3.1.2A. 3 1.1.21. "State" means the State of Minnesota. 1.1.22. "Streets and Utilities" means the interior streets, sewers, water and storm sewer pipes and appurtenances within the Redevelopment Property that will remain under private ownership. ARTICLE 2 Representations and Warranties Section 2.1. Representations by the City. The City makes the following representations as the basis for the undertaking on its part herein contained: 2.1.1. The City is a charter city of the State with all the powers of a charter city duly organized and existing under the laws of the State. 2.1.2. The City has created, adopted and approved the Development District in accordance with the terms of Minn. Stat. §469.124 — 469.134, known as the City Development District Act. 2.1.3. The City has created Tax Increment District No. 10, a Redevelopment District and has presented the District to the Washington County Auditor for certification of the original net tax capacity prior to July 1, 2003, and the first tax increment from the District was received by the City in 2005. 2.1.4. The City owned the Redevelopment Property and sold and conveyed the Redevelopment Property to the Redeveloper upon which the Redeveloper has constructed the Minimum Improvements. 2.1.5. The City has adopted a Business Subsidy Policy as required by Minn. Stat. § 116J.993, et seq., however, the assistance provided pursuant to this Agreement is not a business subsidy pursuant to Minn. Stat. §116J.993, subd. 3(7) and (17). 2.1.6. As of the date of execution of this Agreement, the City has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or City in the Financing District may be or will be in violation of any environmental law or regulation. As of the date of execution of this Agreement, the City is aware of no facts, the existence of which could cause the Redevelopment Property to be in violation of any local, state or federal environmental law, regulation or review procedure or which would give any person a valid claim under the Minnesota Environmental Rights Act. 2.1.7. 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 this Agreement is prevented, limited by or conflicts with or results in a breach of the terms, conditions or provisions of statute, home rule charter, ordinance, any evidence of indebtedness, agreement or instrument of 4 whatever nature to which the City is now a party or by which it is bound, or constitutes a default under any of the foregoing. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: 2.2.1. The Redeveloper has constructed, operated and maintained the Minimum Improvements in accordance with all local, state and federal laws and regulations including, but not limited to, environmental, zoning, building code and public health laws and regulations. 2.2.2. As of the date of execution of this Agreement, the Redeveloper has received no notice or communication from any local, state or federal official that the activities of the Redeveloper or the City in the Financing District may be or will be in violation of any environmental law or regulation. As of the date of execution of this Agreement, except as disclosed to the Redeveloper by written report of Landmark Environmental, LLC., the Redeveloper is aware of no facts the existence of which could cause the Redevelopment Property to be in violation of any local, state or federal environmental law, regulation or review procedure or which would give any person a valid claim under the Minnesota Environmental Rights Act. 2.2.3. 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 provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. 2.2.4. The Redeveloper agrees that it will indemnify, defend, and hold harmless the City, its governing body members, officers, employees, agents and contractors, from any and all claims or causes of action, of whatsoever nature, arising or purportedly arising out of the actions of the Redeveloper, its officers, employees, agents or contractors in connection with this Agreement or the construction, installation, ownership or operation of the Minimum Improvements. ARTICLE 3 Refunding Bonds Section 3.1. Refunding Bonds. 3.1.1. On the 10th of December, 2003, the City issued its Tax Increment Financing Note No. 1 ($3,255,000 Taxable Tax Increment Revenue Note Series 2003) and the proceeds of the Note were disbursed in furtherance of Phase I of the project. 5 3.1.2. On the 15th day of September, 2004, the City issued Tax Increment Financing Note No. 2 ($2,923,000 Taxable Tax Increment Note, Series 2004) and the proceeds of the Note were also disbursed in furtherance of Phase II of the project. A. The City will issue Tax Exempt Refunding Bonds to the extent permitted by law to refund Tax Increment Financing Notes No. 1 and No. 2. The Refunding Bonds will be deemed the City of Stillwater Minnesota Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C. B. The obligation of the City to apply Available Tax Increments to payment of the principal of and interest on the Refunding Bonds terminates on the earlier of: (i) February 1, 2030; (ii) payment in full of the Tax Increment Bond as refunded from time to time; or (iv) statutory termination of the Financing District. ARTICLE 4 Redeveloper's Responsibility. Section 4.1. Redeveloper's Responsibility 4.1.1. City Regulations. The Redeveloper acknowledges that the property is regulated by the City and that a default under City ordinances or condition of approval of any permit is a default under this Agreement, including but not limited to, the following regulations: A. The Redeveloper must comply with all conditions of approval imposed by the City as part of any permit or approval granted by the City during approval of the Project, including but not limited to, all conditions of preliminary plat approval imposed by the City Council on April 17, 2001, as part of Case No. SUB/01-05. B. The Redeveloper must finalize an access and maintenance agreement for all streets, parking lots, shared driveways and sidewalks within the plat. This instrument is subject to the approval of the City Engineer. C. The Redeveloper must to grant to the public reasonable access to designated park and trail features on the site, provided that the public access does not unreasonably interfere with private ownership within the site, or does not become a public or private nuisance. 4.1.2. Damage to City, County and State Facilities. The Redeveloper will be responsible for any damage caused to any City, County and State facilities or improvements including roads, storm water systems, sewer and water facilities whether done by the Redeveloper, its contractors, agents or employees and for any repair or clean-up costs or expenses incurred by the City, County and State in taking remedial action. 6- ARTICLE 5 Construction of Public Improvements Section 5.1. Public Improvements. 5.1.1. The City has allowed the Redeveloper to construct and install the Public Improvements. In general, the Redeveloper has constructed the streets, sanitary sewer and water systems, storm sewer and sidewalk system within the boundaries of the Redevelopment Property and off—site upstream and downstream storm water improvements. These improvements are defined by this Agreement as the Public Improvements. Section 5.2. Project Improvements; Warranty. 5.2.1. The Redeveloper agrees that the Public Improvements were done in a workmanlike manner and in strict conformity to the specifications and requirements of the City. Section 5.3. Street and Utility Management. 5.3.1. In order to accommodate the collective needs of Redevelopment Property for Utility Services, the City has authorized the Redeveloper to construct, own and maintain the Streets and Utilities within the boundaries of the Redevelopment Property. 5.3.2. The City and the Redeveloper acknowledge that the Streets and Utilities may not function adequately. In such event, after thirty (30) days written notice to Redeveloper or in an emergency, such notice as may be reasonable under the circumstances, and failure of the Redeveloper to commence and diligently pursue a cure, the Redeveloper authorizes the City to enter upon the Redevelopment Property to construct, reconstruct, extend, maintain and repair any and all Streets and Utilities within the Redevelopment Property, if necessary, in the reasonable opinion of the City. 5.3.3. In the event the City determines that public necessity requires the City to act pursuant to this Section, this Agreement is a license for the City to act, and it will not be necessary for the City to seek an order from any court for permission to enter upon land within the Redevelopment for this purpose. Further, when the City does this work, the City may, in addition to any other remedies, levy special assessments against any common area within the Redevelopment Property to recover the associated costs. 5.3.4. Any costs that may be due the City under this Section or that are spread, as special assessments, will be the obligation of the Common Interest Community to collect and pay out to the City in the same manner as other common expenses otherwise collectable as dues or periodic common area charges. 7 Section 6.1. Agreements. ARTICLE 6 Construction of Minimum Improvements and Termination Assessment Agreements Construction of Minimum Improvements and Termination Assessment 6.1.1. The Redeveloper has completed construction of the minimum improvements. All work with respect to the Minimum Improvements to constructed or provided by the Redeveloper on the Redevelopment Property are in conformity with the Construction Plans as submitted by the Redeveloper and approved by the City. Section 6.2. Termination of Assessment Agreements. 6.2.1. The parties agree that all assessment agreements heretofore executed and recorded with the Washington County Recorder will be terminated prior to the closing on the Sale of the Tax Exempt Refunding Bonds described in Sections 3.1.3 of this Agreement. ARTICLE 7 Events of Default Section 7.1. Events of Default Defined. The following are "Events of Default" under this Agreement and the term "Event of Default" means, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events: 7.1.1. Failure by the Redeveloper to pay when due or to provide when required any payments required to be paid or provided under this Agreement. 7.1.2. Failure by the Redeveloper to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder, including, but not limited to a violation of any covenant or undertaking of this Agreement. 7.1.3. The Redeveloper: A. files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any state or federal bankruptcy law; B. makes an assignment for the benefit of its creditors; C. admits in writing its inability to pay its debts generally as they become due; or D. is adjudicated bankrupt or insolvent. 8 7.1.4. The Event of Default shall not be deemed to occur until the City delivers written notice to Redeveloper specifying the nature of the default and Redeveloper fails to remedy such default within thirty (30) days of receipt of such notice, or in the event of defaults which cannot be remedied within thirty (30) days, Redeveloper fails to commence and diligently pursue such remedy within thirty (30) days. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7 of this Agreement occurs, the City may take any one or more of the following actions: 7.2.1. Suspend its performance under the Agreement. 7.2.2. Terminate this Agreement and the obligation to pay over the Available Tax Increments to the holder of any Bond or Bonds. 7.2.3. Notwithstanding the remedies set forth in Section 7.2.1 the City will take no action in furtherance of a remedy that will cause the Refunding Bonds, because of the City's action, to become private activity bonds. Section 7.3. No Remedy Exclusive. 7.3.1. No remedy conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each remedy is cumulative and is in addition to every other remedy given under this Agreement. Section 7.4. No Additional Waiver Implied by One Waiver. 7.4.1. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver will be limited to the particular breach so waived and will not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE 8 Additional Provisions Section 8.1. Conflict of Interests; City Representatives Not Individually Liable. 8.1.1. No member, official, or employee of the City will have any personal interest, direct or indirect, in the Agreement, nor will any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City will be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement, except in the case of willful misconduct. 9 Section 8.2. Equal Employment Opportunity. 8.2.1. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all non-discrimination and affirmative action requirements applicable under any state, federal or local law, ordinance or regulation. Section 8.3 Provisions Merged With Deed. 8.3.1. The provisions of this Agreement are intended to and will be merged with the Deed transferring any interest in the Redevelopment Property and the obligations of the Redeveloper will be appurtenant and will run with and bind the land. Section 8.4. Titles of Articles and Sections. 8.4.1. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and will be disregarded in construing or interpreting any of its provisions. Section 8.5. Notices and Demands. 8.5.1. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other will 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 Redeveloper, is addressed to or delivered personally to the Redeveloper, B. in the case of the City, is addressed to or delivered personally to the City at 216 North 4th Street, Stillwater, Minnesota 55082; or at another address with respect to either party as that party may, from time to time, designate in writing and forward to the other party as provided in this Section. Section 8.6. Counterparts. 8.6.1. This Agreement is executed in any number of counterparts, each of which will constitute one and the same instrument. Section 8.7. Effective Date. 8.7.1. In order that this Amendment take effect before the sale of the Bonds described in Section 3.1.2 (Series 2016 Bonds), but not be effective unless the Series 2016 Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, this Amendment will be effective nunc pro tunc on the calendar day before the sale of the Series 2016 Bonds. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. - 10 - CITY OF STILLWATER By Ted Kozlowski, Its Mayor ATTEST: Diane F. Ward, Its City Clerk TERRITORIAL SPRINGS LLC, a Minnesota limited liability company By Its STATE OF MINNESOTA ) ) ss. COUNTY OF WASHINGTON ) On this 19th day of July, 2016, before me, a Notary Public within and for said County, appeared Ted Kozlowski, and Diane F. Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the CITY OF STILLWATER, Minnesota, a Minnesota municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, TERRITORIAL SPRINGS LLC. Notary Public - 12 - AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATE BETWEEN THE CITY OF STILLWATER, MINNESOTA, AND TERRITORIAL SPRINGS, LLC A MINNESOTA LIMITED LIABILITY COMPANY AND COUNTY ASSESSOR OF THE COUNTY OF WASHINGTON (LOT 1, BLOCK 1) EXHIBIT B AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the 19`h day of July, 2016, between the City of Stillwater, Minnesota, a municipal corporation (the "City"), Territorial Springs, LLC, a Minnesota limited liability company (the "Redeveloper"), and the County Assessor of the County of Washington, Minnesota (the "Assessor") (collectively, the "Parties"). WITNESSETH, that 1. On the 9th day of December, 2003, pursuant to the Contract for Redevelopment between the City and the Redeveloper, the Parties executed an Assessment Agreement for the purpose of establishing the minimum market value of Lot One, Block One, of Terra Springs, Washington County, Minnesota. The Assessment Agreement was recorded with the Washington County Recorder on January 22, 2004, as Document No. 3417889; and a separate but identical assessment agreement was executed on November 25th and recorded with the Washington County Recorder on December 18, 2003 as Document No. 3411582; and both Assessment Agreements partially revised on June 6, 2013, recorded with the Washington County Recorder on July 1, 2013 as Document No. 3953083 (collectively, the "Assessment Agreement"). 2. The Assessment Agreement as amended was executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of $3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively, the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004. 3. The Contract for Redevelopment was further amended and restated by the Amended and Restated Contract for Redevelopment, dated July 19, 2016, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C (the "Series 2016C Bonds") to be issued by the City to refund the Notes. 4. The Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes. 5. In order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreements and the security interest created thereby before the Series 2016C Bonds are sold. 6. In order that the termination of the Assessment Agreements occur before the sale of the Series 2016C Bonds, but not be terminated if and until the Series 2016C Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, the termination of the Assessment Agreements will be effective nunc pro tunc on the calendar day before the sale of the Series 2016C Bonds. IN WITNESS WHEREOF, we have caused this Termination of Assessment Agreement to be executed on the day and year first written above. CITY OF STILLWATER By Ted Kozlowski, Its Mayor By Diane Ward, Its Clerk TERRITORIAL SPRINGS, LLC, a Minnesota limited liability company By Its STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) On this day of July, 2016, before me a Notary Public within and for said County, appeared Ted Kozlowski, and Diane Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the City of Stillwater, Minnesota, a municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, Territorial Springs, LLC, a Minnesota limited liability company. This Instrument Drafted By: Notary Public 2 David T. Magnuson (#66400) Magnuson Law Firm 324 Main Street South, Suite 260 Stillwater, MN 55082 (651) 439-9464 main (651) 439-5641 fax 3 AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATE BETWEEN THE CITY OF STILLWATER, MINNESOTA, AND TERRITORIAL SPRINGS, LLC A MINNESOTA LIMITED LIABILITY COMPANY AND COUNTY ASSESSOR OF THE COUNTY OF WASHINGTON (LOT 1, BLOCK 2) EXHIBIT C AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the 19th day of July, 2016, between the City of Stillwater, Minnesota, a municipal corporation (the "City"), Territorial Springs, LLC, a Minnesota limited liability company (the "Redeveloper"), and the County Assessor of the County of Washington, Minnesota (the "Assessor") (collectively, the "Parties"). WITNESSETH, that 1. On the 9th day of December, 2003, pursuant to the Contract for Redevelopment between the City and the Redeveloper, the Parties executed an Assessment Agreement for the purpose of establishing the minimum market value of Lot One, Block Two, of Terra Springs, Washington County, Minnesota. The Assessment Agreement was recorded with the Washington County Recorder on January 22, 2004, as Document No. 3417890; and a separate but identical agreement was executed on November 25, 2003 and recorded with the Washington County Recorder on December 18, 2003 as Document No. 3411583 (collectively, the "Assessment Agreement"). 2. The Assessment Agreement was executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of $3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively, the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004. 3. The Contract for Redevelopment was further amended and restated by the Amended and Restated Contract for Redevelopment, dated July 19, 2016, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C (the "Series 2016C Bonds") to be issued by the City to refund the Notes. 4. The Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes. 5. In order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreements and the security interest created thereby before the Series 2016C Bonds are sold. 6. In order that the termination of the Assessment Agreements occur before the sale of the Series 2016C Bonds, but not be terminated if and until the Series 2016C Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, the termination of the Assessment Agreements will be effective nunc pro tunc on the calendar day before the sale of the Series 2016C Bonds. IN WITNESS WHEREOF, we have caused this Termination of Assessment Agreement to be executed on the day and year first written above. CITY OF STILLWATER By Ted Kozlowski, Its Mayor By Diane Ward, Its Clerk TERRITORIAL SPRINGS, LLC, a Minnesota limited liability company By Its STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) On this 19th day of July, 2016, before me a Notary Public within and for said County, appeared Ted Kozlowski, and Diane Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the City of Stillwater, Minnesota, a municipal corporation. Notary Public 2 STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, Territorial Springs, LLC, a Minnesota limited liability company. This Instrument Drafted By: David T. Magnuson (#66400) Magnuson Law Finn 324 Main Street South, Suite 260 Stillwater, MN 55082 (651) 439-9464 main (651) 439-5641 fax Notary Public 3 AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATE BETWEEN THE CITY OF STILLWATER, MINNESOTA, AND TERRA THREE, LLC A MINNESOTA LIMITED LIABILITY COMPANY AND COUNTY ASSESSOR OF THE COUNTY OF WASHINGTON (LOT 2, BLOCK 2) EXHIBIT D AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the 19th day of July, 2016, between the City of Stillwater, Minnesota, a municipal corporation (the "City"), Terra Three, LLC, a Minnesota limited liability company (the "Redeveloper"), and the County Assessor of the County of Washington, Minnesota (the "Assessor") (collectively, the "Parties"). WITNESSETH, that 1. On the 14th day of September, 2004, pursuant to the Contract for Redevelopment between the City and the Redeveloper, the Parties executed an Assessment Agreement for the purpose of establishing the minimum market value of Lot Two, Block Two, of Terra Springs, Washington County, Minnesota. The Assessment Agreement was recorded with the Washington County Recorder on September 23, 2004, as Document No. 3468237; and 2. The Assessment Agreement was executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of $3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively, the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004. 3. The Contract for Redevelopment was further amended and restated by the Amended and Restated Contract for Redevelopment, dated July 19, 2016, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C (the "Series 2016C Bonds") to be issued by the City to refund the Notes. 4. The Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes. 5. In order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreement and the security interest created thereby before the Series 2016C Bonds are sold. 6. In order that the termination of the Assessment Agreements occur before the sale of the Series 2016C Bonds, but not be terminated if and until the Series 2016C Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, the termination of the Assessment Agreements will be effective nunc pro tunc on the calendar day before the sale of the Series 2016C Bonds. IN WITNESS WHEREOF, we have caused this Termination of Assessment Agreement to be executed on the day and year first written above. CITY OF STILLWATER By Ted Kozlowski, Its Mayor By Diane Ward, Its Clerk TERRA THREE, LLC, a Minnesota limited liability company By Its STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) On this 19th day of July, 2016, before me a Notary Public within and for said County, appeared Ted Kozlowski, and Diane Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the City of Stillwater, Minnesota, a municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, Terra Three, LLC, a Minnesota limited liability company. Notary Public -2 This Instrument Drafted By: David T. Magnuson (#66400) Magnuson Law Firm 324 Main Street South, Suite 260 Stillwater, MN 55082 (651) 439-9464 main (651) 439-5641 fax 3 AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATE BETWEEN THE CITY OF STILLWATER, MINNESOTA, ROBERT ENGSTROM COMPANIES, A MINNESOTA CORPORATION, AND TERRITORIAL SPRINGS, LLC A MINNESOTA LIMITED LIABILITY COMPANY AND COUNTY ASSESSOR OF THE COUNTY OF WASHINGTON (LOT 3, BLOCK 2) EXHIBIT E AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the 19th day of July, 2016, between the City of Stillwater, Minnesota, a municipal corporation (the "City"), Territorial Springs, LLC, a Minnesota limited liability company (the "Redeveloper"), Robert Engstrom Companies, a Minnesota corporation ("Engstrom"), and the County Assessor of the County of Washington, Minnesota (the "Assessor") (collectively, the "Parties"). WITNESSETH, that 1. On the 19th day of August, 2003, pursuant to the Contract for Redevelopment between the City and the Redeveloper, the Parties executed an Assessment Agreement for the purpose of establishing the minimum market value of Lot Three, Block Two, of Terra Springs, Washington County, Minnesota. The Assessment Agreement was recorded with the Washington County Recorder on September 23, 2004, as Document No. 3468271; and 2. The Assessment Agreement was executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of $3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively, the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004. 3. The Contract for Redevelopment was further amended and restated by the Amended and Restated Contract for Redevelopment, dated July 19, 2016, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C (the "Series 2016C Bonds") to be issued by the City to refund the Notes. 4. The Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes. 5. In order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreements and the security interest created thereby before the Series 2016C Bonds are sold. 6. In order that the termination of the Assessment Agreements occur before the sale of the Series 2016C Bonds, but not be terminated if and until the Series 2016C Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, the termination of the Assessment Agreements will be effective nunc pro tunc on the calendar day before the sale of the Series 2016C Bonds. IN WITNESS WHEREOF, we have caused this Termination of Assessment Agreement to be executed on the day and year first written above. CITY OF STILLWATER By Ted Kozlowski, Its Mayor By Diane Ward, Its Clerk TERRITORIAL SPRINGS, LLC, a Minnesota limited liability company By Its ROBERT ENGSTROM COMPANIES, a Minnesota corporation By Its -2 STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) On this 19th day of July, 2016, before me a Notary Public within and for said County, appeared Ted Kozlowski and Diane Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the City of Stillwater, Minnesota, a municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, Territorial Springs, LLC, a Minnesota limited liability company. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for Engstrom, Engstrom Companies, a Minnesota corporation. This Instrument Drafted By: David T. Magnuson (#66400) Magnuson Law Firm 324 Main Street South, Suite 260 Stillwater, MN 55082 (651) 439-9464 main (651) 439-5641 fax Notary Public 3 AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT AND ASSESSOR'S CERTIFICATE BETWEEN THE CITY OF STILLWATER, MINNESOTA, AND TERRITORIAL SPRINGS, LLC A MINNESOTA LIMITED LIABILITY COMPANY AND COUNTY ASSESSOR OF THE COUNTY OF WASHINGTON (LOT 1, B LOCK 3) EXHIBIT F AGREEMENT TO TERMINATE ASSESSMENT AGREEMENT THIS AGREEMENT, made on or as of the 19th day of July, 2016, between the City of Stillwater, Minnesota, a municipal corporation (the "City"), Territorial Springs, LLC, a Minnesota limited liability company (the "Redeveloper"), and the County Assessor of the County of Washington, Minnesota (the "Assessor") (collectively, the "Parties"). WITNESSETH, that 1. On the 27th day of December, 2004, pursuant to the Contract for Redevelopment between the City and the Redeveloper, the Parties executed an Assessment Agreement for the purpose of establishing the minimum market value of Lot One, Block Three, of Terra Springs, Washington County, Minnesota. The Assessment Agreement was recorded with the Washington County Recorder on December 27, 2004, as Document No. 3488538; and 2. The Assessment Agreement was executed in order to facilitate the issuance of the Taxable Tax Increment Revenue Note No. 1 (Territorial Springs, LLC Project), Series 2003 (the "Series 2003 Note") issued by the City in the original principal amount of $3,255,000, and the Taxable Tax Increment Revenue Note No. 2 (Territorial Springs, LLC Project), Series 2004 (the "Series 2004 Note") issued by the City in the original principal amount of $2,923,000 (collectively, the "Notes"). The Notes were issued by the City for the purpose of financing certain "Site Improvements," as defined in the Contract for Redevelopment, dated August 19, 2003, as modified by Addendum No. 1 to Contract for Redevelopment, dated as of September 15, 2004. 3. The Contract for Redevelopment was further amended and restated by the Amended and Restated Contract for Redevelopment, dated July 19, 2016, in order to facilitate the issuance of the Tax Increment Revenue Refunding Bonds (Territorial Springs and Lofts of Stillwater Projects) Series 2016C (the "Series 2016C Bonds") to be issued by the City to refund the Notes. 4. The Redeveloper has requested that the City issue the Series 2016C Bonds in compliance with applicable restrictions imposed by the Internal Revenue Code of 1986 (the "Code") and the regulations thereunder in order that interest on the Series 2016C Bonds be not includable in Gross Income of holders for federal income tax purposes and to the same extent not includable in the net income of individual estates and trusts for State of Minnesota income tax purposes. 5. In order to issue the Series 2016C Bonds as tax exempt obligations, it is necessary that the Parties terminate the Assessment Agreements and the security interest created thereby before the Series 2016C Bonds are sold. 6. In order that the termination of the Assessment Agreements occur before the sale of the Series 2016C Bonds, but not be terminated if and until the Series 2016C Bonds are sold, it is agreed that upon the sale of the Series 2016C Bonds, the termination of the Assessment Agreements will be effective nunc pro tunc on the calendar day before the sale of the Series 2016C Bonds. IN WITNESS WHEREOF, we have caused this Termination of Assessment Agreement to be executed on the day and year first written above. CITY OF STILLWATER By Ted Kozlowski, Its Mayor By Diane Ward, Its Clerk TERRITORIAL SPRINGS, LLC, a Minnesota limited liability company By Its STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) On this 19th day of July, 2016, before me a Notary Public within and for said County, appeared Ted Kozlowski, and Diane Ward, to me personally known who, being duly sworn, did say that they are the Mayor and City Clerk named in the foregoing instrument and that this instrument was signed as the free act and deed of the City of Stillwater, Minnesota, a municipal corporation. Notary Public STATE OF MINNESOTA ) ) ss COUNTY OF WASHINGTON ) The foregoing instrument was acknowledged before me this 19th day of July, 2016, by , the , duly authorized agent for the Redeveloper, Territorial Springs, LLC, a Minnesota limited liability company. Notary Public 2 This Instrument Drafted By: David T. Magnuson (#66400) Magnuson Law Firm 324 Main Street South, Suite 260 Stillwater, MN 55082 (651) 439-9464 main (651) 439-5641 fax 3