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Recorded Contract for Development EDA and Roers Bennett
Document Number: A781276 Filed and/or Recorded on ]an 2, 2025 4:07 PM Office of the County Recorder/Registrar of Titles Carver County, Minnesota Kaaren Lewis, County Recorder Deputy TH Document Recording Fees $ 46.00 Document Total $ 46.00 Requesting Party: Guaranty Commercial Title Inc Pages: 62 This cover page has been added to this document by Carver County Land Records and is now an official part of this recorded document Execution Copy CONTRACT Q1�7 PRIVATE DEVELOPMENT By and Between THE CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY and ROERS CHANHASSEN BENNETT APARTMENTS OWNER LLC This document drafted by: KENNEDY & GRAVEN, CHARTERED (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 Return to: Guaranty Commercial Title, Inc. 465 Nicollet Mall, Suite 230 Minneapolis, MN 55401 CH135-65-935359.v6 011 TABLE OF CONTENTS PAGE PREAMBLE....................................................................................................................................1 ARTICLE I Definitions Section1.1. Definitions................................................................................................................2 Section1.2. Exhibits...................................................................................................................5 Section 1.3. Rules of Interpretation............................................................................................5 ARTICLE II Representations and Warranties Section 2.1. Representations by the EDA....................................................................................6 Section 2.2. Representations and Warranties by the Developer..................................................7 ARTICLE III Acquisition of Development Property; Public Assistance Section 3.1. Acquisition of Development Property.....................................................................8 Section 3.2. Issuance of Pay -As -You -Go Note...........................................................................8 Section 3.3. Conditions Precedent to Issuance of the Note.........................................................8 Section3.4. Records....................................................................................................................9 Section 3.5. Lookback Provisions and Reduction of Note..........................................................9 Section3.6. Business Subsidy...................................................................................................12 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements.............................................................12 Section 4.2. Preliminary Plans and Construction Plans.............................................................12 Section 4.3. Commencement and Completion of Construction.................................................13 Section 4.4. Certificate of Completion......................................................................................13 Section 4.5. Compliance with Labor Laws................................................................................14 Section 4.6. Extension of Laredo Drive.....................................................................................15 Section 4.7. Completion of Second Building.............................................................................16 ARTICLE V Section 5.1. Insurance ....................................... Section 5.2. Evidence of Insurance .................. ...................................................................16 ...................................................................16 i CH135-65-935359.v6 1 ARTICLE VI Payment of Taxes: Assessment Agreement: Use of Tax Increment Section6.1. Taxes......................................................................................................................17 Section 6.2. Assessment Agreement..........................................................................................18 Section 6.3. Suspension or Reduction of Payment on Note......................................................18 Section 6.4. Right to Collect Delinquent Taxes and Special Assessments................................19 Section 6.5. Use of Tax Increment.............................................................................................19 ARTICLE VII Restrictions on Sale of Minimum Improvements, Termination of Agreement Section 7.1. Prohibition Against Sale of Minimum Improvements...........................................19 Section 7.2. Termination of Agreement.....................................................................................20 ARTICLE VIII Events of Default Section 8.1. Events of Default Defined.....................................................................................20 Section 8.2. Remedies on Default..............................................................................................21 Section 8.3. Remedies after Certificate of Completion.............................................................21 Section8.4. No Remedy Exclusive............................................................................................22 Section 8.5. No Additional Waiver Implied by One Waiver.....................................................22 Section 8.6. Acceptance of Third -Party Cure............................................................................22 ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................22 Section 9.2. Equal Employment Opportunity............................................................................22 Section 9.3. Restrictions on Use................................................................................................23 Section 9.4. Notices and Demands............................................................................................23 Section9.5. Counterparts...........................................................................................................23 Section 9.6. Disclaimer of Relationships...................................................................................23 Section9.7. Amendment............................................................•...............................................24 Section 9.8. Recording; Agreement Runs with the Land...........................................................24 Section 9.9. Release and Indemnification Covenants................................................................24 Section 9.10. Titles of Articles and Sections...............................................................................24 Section 9.11. Governing Law; Venue..........................................................................................24 Section 9.12. Fees and Charges...................................................................................................24 TESTIMONIUM............................................................................................................................25 SIGNATURES......................................................................................................................... 2 5 -2 6 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY EXHIBIT B LIST OF PRELIMINARY PLANS EXHIBIT C FORM OF CERTIFICATE OF COMPLETION EXHIBIT D FORM OF AUTHORIZING RESOLUTION WITH NOTE ii CH135-65-935359.v6 EXHIBIT E FORM OF INVESTMENT LETTER EXHIBIT F PROFORMA, LOOKBACK AND TOTAL DEVELOPMENT COSTS EXHIBIT G FORM OF ASSESSMENT AGREEMENT CH135-65-935359.v6 CONTRACT FOR PRIVATE DEVELOPMENT This Contract for Private Development (the "Agreement") is made this .2 day of ,J,., , 2024, by and between the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 7700 Market Boulevard, Chanhassen, Minnesota 55317 (the "Chanhassen Economic Development Authority" or the "EDA"), and Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company, having its principal office at Two Carlson Parkway North, Suite 400, Plymouth, Minnesota 55447 (the "Developer"). WITNESSETH: WHEREAS, the City of Chanhassen (the "City") and the EDA previously established the Downtown Chanhassen Redevelopment Project Area and adopted a Redevelopment Plan to encourage development and redevelopment in a portion of the community; and WHEREAS, the EDA fmds that it is in the public interest, helpful for the tax base and beneficial for the health, safety and welfare of the community as a whole to promote mixed use development in the community in locations where it is compatible with surrounding land uses; and WHEREAS, the EDA finds that, due to market conditions which exist today and are likely to persist for the foreseeable future, the private sector alone is not able to accomplish construction of mixed use developments and, therefore, such will not occur without public intervention; and WHEREAS, in order to foster the redevelopment described above, the EDA and the City intend to modify the Redevelopment Plan for the Downtown Chanhassen Redevelopment Project Area to more fully implement the goals and objectives thereof, all pursuant to Minnesota Statutes, sections 469.001 through 469.047; and WHEREAS, the EDA and the City also intend to establish Tax Increment Financing District No. 13, a renewal and renovation district, within the Downtown Chanhassen Redevelopment Project Area and adopt a tax increment financing plan related thereto, all pursuant to Minnesota Statutes, sections 469.174 through 469.1799; and WHEREAS, the Developer has proposed to develop the property located at or approximately at 591 West 78th Street, Chanhassen, Minnesota 55317 with one six story building including approximately 184 multifamily rental housing units, 11,853 gross square feet of commercial space, and 338 structured parking stalls, all as more fully described herein; and WHEREAS, the EDA and the City believe is in the vital and best interests of Chanhassen and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements for which the Downtown Chanhassen Redevelopment Project Area and Tax Increment Financing District No. 13 were or will be established. CH135-65-935359.v6 NOW, THEREFORE, in consideration of the covenants and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given below unless a different meaning clearly appears from the context: "Administrative Costs" means the administrative expenses incurred by the EDA regarding the TIF District as defined in section 469.174, subd. 14 of the TIF Act. "Affiliate" means a corporation, partnership, joint venture, association, business trust or similar entity organized under the laws of the United States of America or a state thereof which is directly controlled by or under common control with the Developer or any other Affiliate. For purposes of this definition, control means the power to direct management and policies through the ownership of at least a majority of its voting securities or the right to designate or elect at least a majority of the members of its governing body by contract or otherwise. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Assessment Agreement" means an agreement in the general form attached hereto as Exhibit G establishing a Minimum Market Value for the Development Property and Minimum Improvements. "Assessor" means the Carver County assessor. "Authorizing Resolution" means the resolution, in substantially the form attached hereto as Exhibit D, which authorizes the issuance of the Note by the EDA Executive Director upon satisfaction of the conditions precedent specified in Section 3.3 of this Agreement. "Available Tax Increment" means 75 percent of the Tax Increment paid to the EDA by the County with respect to the Development Property and the Minimum Improvements, subject to adjustment as provided in section 4.6 of this Agreement. "Business Subsidy Act" means Minnesota Statutes, sections 1161993 through 116J.995, as amended. "Certificate of Completion" means the certificate, in substantially the form attached hereto as Exhibit C, which will be provided to the Developer pursuant to Article IV of this Agreement. "City" means the city of Chanhassen, a municipal corporation under the laws of Minnesota. 2 CH135-65-935359.v6 "City Approvals" means, collectively, the Development Contract and any other land use approvals required by the City prior to constructing the Minimum Improvements. "Construction Plans" means the final plans for construction of the Minimum Improvements which shall be submitted by the Developer pursuant to section 4.2 of this Agreement. "County" means Carver County, Minnesota. "Developer" means Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company. "Development Contract" means the Chanhassen Market Street Addition Development Contract between the City and the Developer and the developer of the Second Building which entitles the Minimum Improvements and the Second Building. "Development Property" means the property generally located at 591 West 78t' Street, Chanhassen, Minnesota 55317 and is legally described in Exhibit A attached hereto. "Economic Development Authorities Act" or "EDA Act" means Minnesota Statutes, sections 469.090 through 469.108, as amended. "Economic Development Authority" or "EDA" means the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota. "Event of Default" means an action by the Developer or the EDA listed in Article VIII of this Agreement. "Final Payment Date" means the earliest of (i) February 1, 2042; (ii) the date the principal of the Note has been paid in full; or (iii) the date this Agreement or the Note is terminated or cancelled in accordance with the terms of this Agreement. "Housing and Redevelopment Authorities Act" or "HRA Act" means Minnesota Statutes sections 469.001 through 469.047, as amended. "Material Change" means a change in the Construction Plans which would reasonably be expected to adversely affect the generation of tax increment attributable to the Minimum Improvements. "Maturity Date" means the date the Note has been paid in full or terminated, whichever is earlier. "Minimum Improvements" means a mixed use development of one six story building including approximately 184 multifamily rental housing units, 11,853 gross square feet of commercial space, and 338 structured parking stalls and construction of Laredo Drive North as defined in section 4.6(a) of this Agreement. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements. 3 CH135-65-935359.v6 "Minimum Market Value" means a minimum market value of the Development Property and Minimum Improvements of $58,996,000 as of January 2, 2026 for taxes payable beginning in 2027. "Note" means the Tax Increment Revenue Note, in substantially the form set forth in the Authorizing Resolution, to be delivered by the EDA to the Developer to reimburse the Developer for the Qualifying Costs pursuant to Article III of this Agreement. "Payment Date" means August 1, 2026 and each February 1 and August 1 through February 1, 2042. (If the Note is issued after August 1, 2026, the initial payment date shall be the next subsequent February 1 or August 1 after the issuance date.) "Preliminary Plans" means the plans of the Minimum Improvements referenced in Exhibit B attached hereto. "Public Assistance" means the financial assistance to be offered by the EDA to the Developer through issuance of the Note. "Qualifying Costs" means the cost of demolition of existing improvements, earthwork, grading, foundations and footings, site preparation, landscaping and site improvements, utility costs, structured and surface parking improvements, Laredo Drive North and, if constructed, Laredo Drive South and other qualifying expenditures made by the Developer related to completion of the Minimum Improvements which the EDA intends to partially reimburse through the Note. "Redevelopment Plan" means the Redevelopment Plan for the Downtown Chanhassen Redevelopment Project Area, which was modified most recently on March 15, 2024. "Redevelopment Project" or "Project" means the Downtown Chanhassen Redevelopment Project. "Sale" means any conveyance of fee simple title in and to the Minimum Improvements or the Development Property, as more fully defined in Article VII of this Agreement. "Second Building" means the building to be constructed by a related developer on the property located at 575 West 78th Street, Chanhassen, Minnesota 55317 but which is not part of the Minimum Improvements. "State" means the state of Minnesota. "Substantial Completion" means completion of the Minimum Improvements to a degree allowing the issuance of a certificate of occupancy by the City's building official. 4 CH135-65-935359.v6 "Tax Increment" means the tax increment, as that term is defined in Minnesota Statutes, section 469.174, subd. 25, which is paid to the EDA by the County with respect to the Minimum Improvements and the Development Property. "Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, sections 469.174 through 469.1799, as amended. "Tax Increment Financing District" or "TIF District" means Tax Increment Financing District No. 13, a renewal and renovation district. "Tax Increment Financing Plan" or "TIF Plan" means the tax increment plan for Tax Increment Financing District No. 13 which was approved by the EDA and the City on March 11, 2024. "Tax Official" means the Assessor, County auditor, County or state board of equalization, the commissioners of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Termination Date" means the date Tax Increment Financing District No. 13 terminates, which date is the earliest of. (1) the date all of the FDA's financial obligations with regard to the TIF District have been satisfied; (ii) the date that this Agreement and the Note are terminated by the EDA for any reason; or (iii) payment of all amounts owed under the Note. "Unavoidable Delays" means delays which are the direct result of adverse weather conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the EDA or the City reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements; default or unanticipated delay by the EDA or the City under this Agreement; or any other cause beyond the reasonable control of a party. Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal Description of Development Property Exhibit B. List of Preliminary Plans Exhibit C. Form of Certificate of Completion Exhibit D. Form of Authorizing Resolution with Note Exhibit E. Form of Investment Letter Exhibit F. Proforma, Lookback and Total Development Costs Exhibit G. Form of Assessment Agreement Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. CH135-65-935359.v6 (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties Section 2.1. Representations by the EDA. The EDA makes the following representations as the basis for the undertaking on its part herein contained: (a) The EDA is an economic development authority duly organized and existing under the EDA Act and also having the powers of a housing and redevelopment authority under the HRA Act. The EDA has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The EDA has approved execution of this Agreement. The individuals executing this Agreement and related agreements and documents on behalf of the EDA have the authority to do so and to bind the EDA by their actions. (c) The Downtown Chanhassen Redevelopment Project is a redevelopment project within the meaning of the HRA Act and was created, adopted and approved in accordance with the HRA Act. (d) TIF District No. 13 is a renewal and renovation district within the meaning of the TIF Act and was created, adopted and approved in accordance with the TIF Act. (e) There are no previous agreements to which the EDA is a party pertaining to the Development Property which would preclude the parties from entering into this Agreement or which would impede the fulfillment of the terms and conditions of this Agreement. (f) The activities of the EDA pursuant to this Agreement are undertaken pursuant to the modified Redevelopment Plan and the TIF Plan and are for the purpose of redevelopment of the Development Property with a housing and commercial mixed -use project. (g) The EDA will act in a timely manner to cons- der -ail approvals required under -this Agreement and will cooperate with the Developer in seeking consideration of approvals which must be granted by the City or other public entities. 6 CH135-65-935359.v6 Section 2.2. Representations and Warranties by the Developer. The Developer makes the following representations and warranties as the basis for the undertaking on its part herein contained: (a) The Developer is a limited liability company validly existing under the laws of the state of Delaware. The Developer has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. (c) The Developer has entered into a purchase agreement to acquire the Development Property(or has been assigned the interest of Roers Acquisitions LLC, a Minnesota limited liability company and an affiliate under common ownership and control with the Developer, a purchaser with respect to a purchase agreement to acquire the Development Property) and anticipates closing on the acquisition of the Development Property by December 31, 2024. (d) The Developer will construct the Minimum Improvements in substantial accordance with the terms of this Agreement, the Redevelopment Plan, the TIF Plan, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws and regulations. (e) The Developer will apply for and use all reasonable efforts to obtain, in a timely manner, all required permits, licenses and approvals from the City, and will meet, in a timely manner, the 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 or used for their intended purpose. (f) The Developer has analyzed the economics of the cost of demolition of existing improvements, earthwork, grading, foundations and footings, site preparation, landscaping and site improvements, utility costs, structured and surface parking improvements and construction of the Minimum Improvements and concluded that, absent the Public Assistance to be offered under this Agreement, it would not undertake this project. (g) 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 organizational documents or any 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. 7 CH135-65-935359.v6 ARTICLE III Acquisition of Development Property, Public Assistance Section 3.1. Acquisition of Development Property. Subject to Unavoidable Delays, the Developer agrees to acquire the Development Property in fee by December 31, 2024. The EDA makes no representations to the Developer regarding the suitability of the Development Property for the use and purpose intended by the Developer. Section 3.2. Issuance of Pay-As-You=Go Note. (a) In consideration of the Developer incurring the Qualifying Costs while constructing the Minimum Improvements, the EDA will issue to the Developer the Note in an aggregate principal amount not to exceed $3,900,000 in substantially the form set forth in the Authorizing Resolution attached hereto as Exhibit D. If the Developer also constructs Laredo Drive South, the Note will be issued in an aggregate principal amount not to exceed $5,000,000. The EDA and the Developer agree that the consideration from the Developer for the purchase of the Note will consist of the Developer's payment of the Qualifying Costs which are eligible for reimbursement with Tax Increment and which are incurred by the Developer in at least the principal amount of the Note. The Authorizing Resolution will authorize delivery of the Note by the EDA Executive Director upon satisfaction by the Developer of all the conditions precedent specified in section 3.3 of this Agreement. (b) The Developer understands and acknowledges that the EDA makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the Note will be sufficient to pay the Note. Any estimates of Tax Increment prepared by the EDA or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the EDA and are not intended as representations on which the Developer may rely. Section 3.3. Conditions Precedent to Issuance of the Note. Notwithstanding anything in this Agreement to the contrary, the EDA Executive Director is authorized to issue the Note to the Developer only after all of the following conditions precedent have been satisfied: (a) The Developer has acquired the Development Property in fee; (b) The Developer has executed this Agreement and it has been recorded against the Development Property; (c) The Assessment Agreement has been fully executed and recorded against the Development Property; (d) The Developer has completed the Minimum Improvements and the EDA has issued the Certificate of Completion; (e) The Developer has submitted evidence, including paid receipts and lien waivers, it has incurred and paid for the Qualifying Costs in an amount not less than the principal amount of the Note; CH135-65-935359.v6 t (f) The Developer has submitted the Investment Letter in the general form attached hereto as Exhibit E; (g) The Developer has submitted evidence satisfactory to the EDA to comply with section 3.5(c); (h) The Developer has made the certification required by Section 4.5 regarding proper payments having been made to all contractors, subcontractors and project laborers; (1) Construction of the Second Building has begun as required by Section 4.7 of this Agreement; 0) The EDA has adopted the Authorizing Resolution; and (k) There has been no Event of Default on the part of the Developer which has not been cured. Section 3.4. Records. The EDA and its representatives will have the right at all reasonable times after reasonable notice to inspect, examine and copy invoices paid by the Developer and/or its general contractor relating to the Minimum Improvements and the Qualifying Costs for which the Developer will be reimbursed under the Note. Section 3.5. Lookback Provisions and Reduction of Note. (a) The Public Assistance offered by the EDA to the Developer under this Agreement is based on certain assumptions regarding likely performance of the Minimum Improvements including operating revenues, expenses and development costs of construction. The EDA and the Developer agree that the actual financial performance of the Minimum Improvements will be reviewed at the times described in this section 3.5, and that the Note may be adjusted accordingly. The Developer shall provide the EDA and its municipal advisor (the "Consultant") with the Pro Forma Financial Statements showing a target Yield on Cost Average Annual Return of 7.0%. (b) For the purposes of this section 3.5, the following terms have the following meanings: 1. "Calculation Date" means either (A) 90 days after the date of Stabilization or (B) at least 30 days prior to refinancing or Sale of the Minimum Improvements. 2. "Yield on Cost" means NOI divided by the Total Development Costs less any grants, calculated as set forth in the sample lookback calculation attached hereto as Exhibit F. 3. "Yield on Cost Average Annual Return" means the average of each annual Yield on Cost beginning at the time that the Certificate of Occupancy is issued and ending on the Termination Date, as set forth in the sample lookback calculation attached hereto as Exhibit F. 9 CH135-65-935359.v6 i 4. "Net Operating Income" or "NOI" means total annual income and other project - derived annual revenue, including payments under the Note, less Operating Expenses, which exclude debt service payments. For purposes of the Yield on Cost Average Annual Return calculation on the Calculation Date, (1) revenue for periods prior to the Calculation Date shall be based upon actual occupancy; (ii) revenue for periods after the Calculation Date shall be based on 95% occupancy and inflated by 3.0% annually, and (iii) Operating Expenses for periods after the Calculation Date, shall be inflated by 3.0% annually. 5. "Operating Expenses" means reasonable and customary expenses actually incurred in operating the Minimum Improvements and any other expenses actually incurred by the Developer pursuant to its obligations under this Agreement, determined in the same manner as shown in the Pro Forma Financial Statement, which excludes expenses after debt service, and includes administrative, payroll, marketing, insurance, property management fees, utilities, maintenance, deposits to commercially reasonable capital replacement reserves and payment of real estate taxes, but subject to final review and acceptance by the Consultant. 6. "Pro Forma Financial Statement" means the cash flow pro forma model financial statement projecting future returns, a summary of which is attached to this Agreement as Exhibit F. 7. "Stabilization" means the date corresponding to two years after the date of completion, as evidenced by the EDA's issuance of a Certificate of Completion. 8. "Total Development Costs" means the total expenditures to complete the Minimum Improvements inclusive of land acquisition, hard construction costs, soft costs and financing costs as approved by Developer's senior construction debt lender. 9. "Cash Flow" means NOI less debt service (principal and interest) with respect to the loans encumbering the Minimum Improvements. 10. "IRR" means the internal rate of return for the Minimum Improvements, where the IRR is calculated as the annualized return of the annual Cash Flow and net Sale proceeds over the applicable period on Developer's actual utilization of equity for Total Development Costs. (c) Lookback at Completion of Construction: After completion of the Minimum Improvements but prior to issuance of the Note, the Developer agrees to submit evidence of its actual Total Development Costs to the EDA for comparison with the estimated Total Development Costs listed on Exhibit F. If the actual Total Development Costs are less than the estimated Total Development Costs, the Note will be reduced such that projected NOI over the term of the Note does not exceed a 7.0% Yield on Cost Average Annual Return. The Note will not be issued until the EDA has compared actual with estimated Total Development Costs as described herein and adjusted the principal amount of the Note, if necessary (d) Lookback on Stabilization: Upon Stabilization, the Developer shall deliver to the EDA and Consultant, at a minimum: (i) the Developer's actual financial statement, in the same 10 CH135-65-935359.v6 form as the Pro Forma Financial Statement submitted to the EDA pursuant to clause (b) 6 above and showing NOI, and such other financial information as the Consultant shall reasonably require, and (ii) evidence, satisfactory to the EDA, of its actual Total Development Costs. 1. The Yield on Cost Average Annual Return shall be calculated by the Consultant based on the financial statement submitted to the EDA pursuant to clause (d) above (in the manner the Consultant determines is consistent with the sample lookback calculation attached as Exhibit F, as approved by the EDA). 2. If the Yield on Cost Average Annual Return does not exceed 7.0% over the term of the Note, the Note will not be revised for Lookback on Stabilization. 3. If the Consultant determines, based on such review, that the Yield on Cost Average Annual Return over the term of the Note exceeds 7.0% (to be calculated in a manner comparable to the sample attached as Exhibit F), then the principal balance of the Note will be reduced as determined by the Consultant below: (A) First, by determining the period over which the Note needs to be outstanding to achieve a 7.0% Yield on Cost Average Annual Return over the term of the Note based on the Consultant's calculation of the Yield on Cost Average Annual Return. (B) Second, by determining the present value of actual or projected (with respect to future payments) bi-annual Note payments over the life of the Note through the year determined in clause (A) using the interest rate on the Note as the present value discount rate. (C) Third, by determining the amount equal to 50% of the difference between the original principal amount of the Note and the present value number calculated in clause (B). (D) Finally, the new principal amount of the Note will then be determined by adding the amounts in clauses (B) and (C) and rounding to the nearest $1,000 (the "Revised Note Principal Amount"). (E) Such Revised Note Principal Amount will be effective upon delivery to the Developer of a written notice stating the Revised Note Principal Amount as determined by the Consultant in accordance with this section 3.5, accompanied by the Consultant's report. The Developer shall, thereupon, deliver the Note in exchange for a new Note in the Revised Note Principal Amount. (e) Lookback Upon Sale or Refinancing: Regardless of whether Stabilization has occurred, if the Developer sells to an entity which is not an Affiliate or refinances the Minimum Improvements (provided, however, the placement of permanent debt on the Minimum Improvements will not constitute a refinance giving rise to the review as described in this subsection (e)) during the term of the Note, the Developer agrees to provide to the Consultant the Pro Forma Financial Statements for the period from the date of the Certificate of Occupancy 11 CH135-65-935359.v6 ' r � through such anticipated Sale or refinance date (provided that the Developer and the EDA agree that the calculation will occur prior to the actual refinancing). 1. For a refinancing, if the Consultant determines, based on such review, that the NOI exceeds a Yield on Cost Average Annual Return of 7.0% after adjusting the Total Development Costs for the receipt of any net refinancing proceeds, then the Note shall be reduced by 50% of the excess amount of such returns, including a reduction to $0.00, if applicable. Such reduction will be effective upon delivery to Developer of a written notice stating the amount of such excess amount as determined by the EDA in accordance with this subsection (e), accompanied by the Consultant's report. 2. For a Sale, if the Consultant determines, based on such review, that the actual Cash Flows and net Sale proceeds realized by the Developer upon Sale will exceed a IRR of 16.0%, then the Note shall be reduced by 50% of the excess amount of such returns, including a reduction to $0.00, if applicable. Such reduction will be effective upon delivery to Developer of a written notice stating the amount of such excess amount as determined by the EDA in accordance with this subsection (e), accompanied by the Consultant's report. Section 3.6. Business Subsidy. The Public Assistance offered to the Developer under this Agreement is not a business subsidy under the Business Subsidy Act because it qualifies for the exceptions under section 1161993, subd. 3(7) for housing and subd. 3(17) regarding redevelopment. ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property in accordance with the Preliminary Plans and the Construction Plans. The Developer acknowledges that, in addition to the requirements of this Agreement, construction of the Minimum Improvements will necessitate compliance with the City Approvals and possibly approvals by other governmental agencies. To the extent such approvals have not already been obtained, the Developer agrees to submit in a timely manner all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Preliminary Plans and Construction Plans. (a) The Developer has submitted and the EDA has approved the Preliminary Plans listed in Exhibit B attached hereto. Prior to beginning construction on the Minimum Improvements, the Developer shall submit dated Construction Plans to the EDA. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement. The EDA will approve the Construction Plans if they (1) are consistent with the Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured Event of Default on the part of the Developer. Except as otherwise set forth herein, no approval by the EDA shall 12 CH135-65-935359.v6 � f � relieve the Developer of the obligation to comply with the terms of this Agreement and the terms of all applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. Except as otherwise set forth herein, no approval by the EDA shall constitute a waiver of an Event of Default. The EDA shall use good faith efforts to review the Construction Plans and either approve or reject them in writing within 15 business days after receipt. Any rejection, in whole or in part, shall set forth in detail the reasons for rejection. (b) If the Developer desires to make any Material Change in the Construction Plans after approval, the Developer shall submit the proposed change to the EDA for its approval. If the proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the EDA and meets all other requirements of section 4.2(a) above, the EDA shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the EDA unless rejected within the required 15 business day period, in whole or in part, by written notice by the EDA to the Developer, setting forth in detail the reasons for rejection. (c) Through the Termination Date, all sewer access charges ("SAC") and water access charges ("WAC") made by the City regarding the Minimum Improvements or commercial tenant improvements shall be paid by the Developer. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer shall commence construction of the Minimum Improvements by no later than December 31, 2024. 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. The Developer shall make such reports to the EDA regarding construction of the Minimum Improvements as the EDA deems necessary or helpful in order to monitor progress on construction of the Minimum Improvements. Subject to Unavoidable Delays, the Developer shall have achieved Substantial Completion of all of the Minimum Improvements by no later than December 31, 2026. Section 4.4. Certificate of Completion. (a) After Substantial Completion of the Minimum Improvements in accordance with the Construction Plans and at the written request of the Developer, the EDA will, within 20 days thereafter, furnish the Developer with an appropriate Certificate of Completion so certifying in the form of Exhibit C attached hereto. Such Certificate of Completion by the EDA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct the Minimum Improvements and the dates for the beginning and completion thereof. If requested by the Developer, the EDA will issue a separate Certificate of Completion for each of the two buildings constituting the Minimum Improvements. (b) The Certificate of Completion shall be in such form set forth in Exhibit C and as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the EDA shall refuse to provide a Certificate of Completion in accordance with the provisions of this section 4.4, the EDA shall promptly notify Developer within the same 20 day period following receipt of request by the Developer for the Certificate of Completion, and such notification from the EDA shall include a written statement, indicating in adequate detail in what respects the Developer has failed to 13 CH135-65-935359.v6 complete the relevant portion of the Minimum Improvements in accordance with the Construction Plans and what measures or acts will be necessary, in the opinion of the EDA, for the Developer to take or perform in order to obtain such certification. If the EDA fails to issue such a written statement within such 20-day period, the EDA shall be deemed to have waived its right to do so and shall be deemed to have issued a Certificate of Completion to the Developer. The Developer shall have 60 days following receipt of the EDA's written response to cure or agree to terms with the EDA regarding issues to be resolved prior to the Developer obtaining a Certification of Completion from the EDA. Section 4.5. Compliance with Labor Laws. (a) The Developer shall not use any disqualified contractors or permit the use of any disqualified subcontractors listed on the Minnesota State "Suspended/Debarred Vendor Detailed Information" website. The Developer shall and shall require all contractors and subcontractors to comply with all applicable federal, state, and local labor laws. (b) The Developer shall and shall require all contractors and subcontractors to fully and completely comply with all otherwise applicable federal, state and local labor and employment laws, including, without limitation, those relating to wage and hour requirements, if any such laws are applicable. The Developer shall maintain or ensure access to all documentation necessary to establish compliance with the foregoing applicable laws, if any, and shall allow the EDA or its designee reasonable access to such data. (c) The Developer shall require its prime contractor to report any wage claims that are filed with the Minnesota Department of Labor and Industry (the "DLI") or adverse determinations of wage theft or payroll fraud against such prime contractor arising from the Minimum Improvements, and shall require that its prime contractor require its subcontractors to report any wage claims that are filed with the DLI or adverse determinations of wage theft or payroll fraud against such subcontractors arising from the Minimum Improvements. The Developer shall promptly notify the EDA of any wage claims filed with DLI or adverse determinations of wage theft or payroll fraud against the prime contractor or subcontractor arising from the Minimum Improvements, to the extent that the Developer obtains actual knowledge of such claims or adverse determinations. The Developer shall require its prime contractor to provide a list to the Developer and the EDA of all entities contracted by the prime contractor performing work on the Minimum Improvements that are required to register through the DLI's Contractor Registration Program (the "Contractor List"). The Contractor List shall be provided to the Developer and EDA within 90 days after the commencement of construction of the Minimum Improvements and updated and shared every 90 days until the completion of the Minimum Improvements. (d) If a third party files a claim with the DLI involving wage theft or payroll fraud regarding any contractor or subcontractor doing work on the Minimum Improvements, the Developer shall fully cooperate with DLI. (e) The Developer shall certify to the EDA that, to the best of the Developer's knowledge , proper payments to all contractors, subcontractors and project laborers have been made prior to the issuance of a Certificate of Completion and as a condition precedent to issuance of the TIF Note, provided, however, that in the event the Developer disputes a lien, the Developer 14 CH135-65-935359.v6 t may bond over or establish an escrow account to protect against the lien on terms reasonably acceptable to the EDA. (f) The Developer acknowledges that failure to substantially comply with this Section 4.5 will, after the expiration of all applicable notice and cure periods, be an Event of Default and could result in non -issuance of the TIF Note, or, if the TIF Note has already been issued, delaying, reducing and/or terminating TIF Note payments. Section 4.6 Extension of Laredo Drive. (a) The extension of Laredo Drive from West 78th Street to the southern property line of the of the Development Property ("Laredo Drive North") is included in the Minimum Improvements. Laredo Drive North will be constructed by the Developer in accordance with plans and specifications prepared by the Developer and approved by the City and completed no later than December 31, 2026. Upon completion of Laredo Drive North, the City will inspect the project for compliance with the approved plans and specifications and will require the Developer to correct any deficiencies. The City will accept Laredo Drive North for maintenance as a public improvement in accordance with the special provisions and general conditions of the Development Contract to be entered into by the City and the Developer. (b) The City has also determined that it is desirable to further extend Laredo Drive from the planned terminus of Laredo Drive North southward to Market Street ("Laredo Drive South"). The land needed for Laredo Drive South is not on the Development Property or under the control of the Developer. The City is negotiating with the property owner for acquisition of the required land. The City will acquire sufficient interest in that land to permit the Developer to construct Laredo Drive South in conjunction with Laredo Drive North. The City will acquire the required interest in the additional land by December 31, 2025 or such later date as may be agreed upon by the City and the Developer. (c) If the City acquires the land needed to construct Laredo Drive South in a timely manner (i.e., December 31, 2025 or such later date as may be agreed upon by the City and the Developer), the Developer agrees to construct both segments of the road extension in connection with the Minimum Improvements and to complete the full road project by no later than December 31, 2026 (provided, however, that if the City acquires the land needed to construct Laredo Drive South after December 31, 2025 in accordance with section 4.6(b) hereof, then the City shall allow the Developer such additional time to complete the full road project as is reasonably necessary in light of such delay in the City's acquisition of the needed land). Laredo Drive South is not considered an element of the Minimum Improvements as it relates to section 3.2 and 3.3 and the issuance and conditions precedent to the issuance of the completion, inspection, correction of defects and submission of the warranty bond, and acceptance of both segments of the road extension will occur in the same manner for the full project as described in subsection (a) above in reference to Laredo Drive North. (d) The estimated costs for Laredo Drive South is $1,500,000.00. This includes an estimated $400,000 in land acquisition and $1,100,000 in construction and design costs. If the Developer constructs both Laredo Drive North and Laredo Drive South, the EDA agrees to reimburse the Developer for the additional expense by increasing the principal amount of the Note by the actual amount of the Developer's costs for Laredo Drive South or by the estimated $1,100,000 in construction and design costs, whichever is lesser and by increasing the Available 15 CH135-65-935359.v6 Tax Increment from 75 percent to 95 percent of Tax Increment. The estimated $400,000 in land acquisition costs paid up front by the City shall be repaid to the City through Tax Increment retained by the EDA. If the City fails to acquire the land for Laredo Drive South in the time for the Developer to construct it with the Minimum Improvements, Available Tax Increment shall remain at 75 percent and the Developer shall be relieved of any obligation construct Lareo Drive South. Section 4.7 Completion of Second Building. The Second Building is intended to be constructed by a related developer on a site adjacent to the Development Property. While not part of the Minimum Improvements required by this Agreement, the Second Building is an integral part of the EDA's plan for redevelopment of the area and its completion is important for fulfilling the EDA's goals and objectives in establishing the TIF District. The Note will not be issued until after construction of the Second Building has begun. Construction of the Second Building will be deemed to have begun only after physical work has been initiated on construction of the foundation of the building. ARTICLE V Insurance Section 5.1. Insurance. The Developer or its general contractor will provide and maintain at all times during the process of constructing the Minimum Improvements a Special Form Basis Insurance Policy and, from time to time during that period, at the request of the EDA no more frequently than once annually, furnish the EDA with proof of payment of premiums on policies covering the following: (1) Builder's risk insurance, written on the so-called "Builder's Risk — Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the applicable portion of the Minimum Improvements at the date of completion, and with coverage available in reporting form on the so-called "special" form of policy; (2) Commercial general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used); and (3) Workers' compensation insurance, with statutory coverage. Section 5.2. Evidence of Insurance. All insurance required in this Article V of this Agreement must be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. Upon written request by the EDA, the Developer agrees to deposit with the EDA a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. 16 CH135-65-935359.v6 ARTICLE VI Payment of Taxes,• Assessment Agreement; Use of Tax Increment Section 6.1. Taxes. The Developer agrees that prior to the Termination Date: (i) it will not seek administrative or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (ii) it will not seek administrative or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and (iii) it will not cause a reduction in the assessed value of the Minimum Improvements or the Development Property below the Minimum Market Value described in section 6.2(a) of this Agreement through: (a) willful destruction of the Minimum Improvements or any part thereof; (b) failure to reconstruct damaged or destroyed property; (c) a request to the Assessor to reduce the assessed value of all or any portion of the Minimum Improvements or the Development Property below the Minimum Market Value; (d) a petition to the board of equalization of the County to reduce the assessed value of all or any portion of the Minimum Improvements or the Development Property below the Minimum Market Value; (e) a petition to the board of equalization of the State or the commissioner of revenue of the State to reduce the assessed value of all or any portion of the Minimum Improvements or the Development Property below the Minimum Market Value; (f) an action in a district court of the State or the tax court of the State seeking a reduction in the assessed value of the Minimum Improvements or the Development Property below the Minimum Market Value; (g) an application to the commissioner of revenue of the State or to any local taxing jurisdiction requesting an abatement or deferral of real estate taxes on the Minimum Improvements or the Development Property; (h) a transfer of the Minimum Improvements or the Development Property, or any part thereof, to an entity exempt from the payment of real estate taxes under State law and that entity applies for tax exemption; or (i) any other proceedings, whether administrative, legal or equitable, with any administrative body within the County or the State or with any court of the State or the federal government. 17 CH135-65-935359.v6 Section 6.2. Assessment Agreement. (a) At the time of execution of this Agreement, the EDA and the Developer shall execute an Assessment Agreement for the Development Property and Minimum Improvements. The Assessment Agreement shall specify an aggregate Minimum Market Value of $58,996,000 as of January 2, 2026 for taxes payable beginning in 2027 through the Termination Date, notwithstanding any failure to start or complete the Minimum Improvements by said date or any failure to reconstruct the Minimum Improvements after damage or destruction before the Termination Date. (b) The Assessment Agreement shall be substantially in the form attached hereto as Exhibit G. Nothing in the Assessment Agreement shall limit the discretion of the Assessor to assign a market value to the Minimum Improvements or the Development Property in excess of the Minimum Market Value nor prohibit the Developer from seeking through the exercise of legal or administrative remedies a reduction in any increase in the market value established pursuant to section 6.2(a) of this Agreement; provided, however, that the Developer shall not seek a reduction of such market value below the Minimum Market Value set forth in the Assessment Agreement in any year so long as such Assessment Agreement shall remain in effect. The Assessment Agreement shall remain in effect until the Termination Date; provided that if at any time before the Termination Date the Assessment Agreement is found to be terminated or unenforceable by any Tax Official or court of competent jurisdiction, the Minimum Market Value described in this section 6.2 shall remain an obligation of the Developer or its successors and assigns (whether or not such value is binding on the Assessor), it being the intent of the parties that the obligation of the Developer to maintain, and not seek reduction of, the Minimum Market Value specified in this Section 6.2 is an obligation under this Agreement as well as under the Assessment Agreement, and is enforceable by the EDA against the Developer, its successors and assigns, in accordance with the terms of this Agreement and the Assessment Agreement. Notwithstanding anything contained in this Agreement to the contrary, the Developer shall not be precluded from contesting the market value of the Minimum Improvements or the Development Property, or any substantial portion thereof, if the Minimum Improvements or the Development Property is acquired by a public entity through eminent domain prior to the Termination Date. Section 6.3. Suspension or Reduction of Payment on Note. (a) The Developer may, at any time following the issuance of the Certificate of Completion, seek through petition or other means to have the Assessor's estimated market value for the Minimum Improvements or Development Property reduced to not less than the Minimum Market Value. Such activity must be preceded by written notice from the Developer to the EDA indicating its intention to do so. (b) Upon receiving notice that the Developer seeks a reduction in the Assessor's estimated market value of all or any portion of the Minimum Improvements or Development Property, or otherwise learning of the Developer's intentions, the EDA may suspend or reduce payments due under the Note except for the portion of such payments from Available Tax Increment, based on the Minimum Market Value, or the Assessor's estimated market value for the year in which the Minimum Improvements have been completed, if less than Minimum Market Value, until the actual amount of the reduction in market value is determined, whereupon the EDA will make the suspended payments less any amount that the EDA is required to repay the County as a result any retroactive reduction in market value of the Minimum Improvements or 18 CH135-65-935359.v6 Development Property. During the period that the payments are subject to suspension, the EDA may make partial payments on the Note, from the amounts subject to suspension, if it determines, in its sole and absolute discretion, that the amount retained will be sufficient to cover any repayment which the County may require. The EDA's suspension or reduction of payments of the Note pursuant to this Section 6.3 shall not be considered a default under section 8.1 hereof. Section 6.4. Right to Collect Delinquent Taxes and Special Assessments. The Developer acknowledges that at all times prior to the Termination Date the EDA shall have the right to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and special assessments due on the Development Property or the Minimum Improvements and to pay over the same as a tax payment to the County auditor. In any such suit in which the EDA prevails, the EDA shall also be entitled to recover its reasonable out-of-pocket costs and expenses, including attorney fees. Section 6.5. Use of Tax Increment. The TIF District is a renewal and renovation district within the meaning of section 469.174, subd. 10a of the TIF Act. Except for payments to the Developer as provided for in this Agreement and the Note, the EDA shall be free to use any Tax Increment it receives from the County with respect to the TIF District for any purpose for which such increment may lawfully be used under the TIF Act and the EDA shall have no obligations to the Developer with respect to the use of such Tax Increment. ARTICLE VII Restrictions on Sale of Minimum Improvements, Termination of Agreement Section 7.1. Prohibition Against Sale of Minimum Improvements. (a) The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, used for the purpose of construction of the Minimum Improvements on the Development Property and not for speculation in land holding. The Developer represents and agrees that, prior to the issuance of a Certificate of Completion regarding the Minimum Improvements, there shall be no Sale of the Development Property or the Minimum Improvements constructed thereon nor shall the Developer suffer any such Sale to be made, without the prior written approval of the EDA; provided however, notwithstanding the foregoing, the Developer shall be entitled to lease housing units and commercial space within the Minimum Improvements to third parties without the prior written approval of the EDA. As a condition of approval of any such sale, the EDA shall require, at a minimum, that the proposed transferee shall have entered into an agreement whereby the transferee expressly assumes all of the Developer's obligations under this Agreement. Any such agreement shall include the EDA as a party and otherwise be in form and substance reasonably acceptable to the EDA. (b) Notwithstanding anything in this Agreement to the contrary, Developer is authorized, without the approval of EDA, to obtain construction and permanent financing for the Minimum Improvements and to mortgage the Development Property to provide security for the construction and permanent financing, and the EDA is authorized to subordinate this Agreement 19 CH135-65-935359.v6 to such mortgage. In the event of foreclosure, deed -in -lieu of foreclosure or other transfer of the Minimum Improvements or the Development Property as a result of default under such mortgage, such transfer shall require the prior written approval of the EDA, which shall not be unreasonably withheld. As a condition of approval of any such transfer, the EDA shall require, at a minimum, that the proposed transferee shall have entered into an agreement whereby the transferee expressly assumes all of the Developer's obligations under this Agreement. (c) After a Certificate of Completion has been issued, Developer may, without the approval of the EDA but with 30 days prior written notice to the EDA, sell or transfer all or any portion of the Minimum Improvements or the Development Property to another party except that in the event that the Developer sells or transfers the Minimum Improvements or the Development Property or any portion to any entity which is not an Affiliate of the Developer, the sale shall be subject to the lookback on Sale provisions of Section 3.5 of this Agreement. Section 7.2. Termination of Agreeing . Upon the occurrence of the Termination Date, the parties agree to execute and record a document terminating this Agreement. ARTICLE VIII Events of Default Section 8.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure by the Developer to seek approval from the EDA, the City and other entities necessary in order to construct the Minimum Improvements diligently and in good faith; provided that if a Certificate of Completion is issued by the EDA, such failure shall no longer be an Event of Default; (b) Failure of the Developer to pay real estate taxes or special assessments on the Minimum Improvements or the Development Property as they become due; (c) Failure by the Developer to commence and completion construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by the Developer and the EDA; (d) If there is an Event of Default by the Developer regarding any requirement under the Development Contract of the Developer or related to the Development Property. (e) There is a challenge to the Minimum Market Value in violation of Article VI of this Agreement or the Assessment Agreement; (f) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors (provided, however, that the parent of the Developer pledging its interest in the Developer to a lender as security for a loan financing the construction of Minimum 20 CH135-65-935359.v6 k I, Improvements, and an exercise of such pledge, shall not constitute an Event of Default), or shall consent to the appointment of a receiver; (g) Sale of the Minimum Improvements or the Development Property, or any portion thereof, by the Developer in violation of Article VII of this Agreement; or (h) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, including but not limited to any action necessary for the establishment of the TIF District. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in section 8.1 of this Agreement occurs, the non -defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said 30 days from the receipt of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non -defaulting party reasonably satisfactory to the non - defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by the non -defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) The EDA may enforce the Assessment Agreement; (c) Prior to issuance of the Certificate of Completion, cancel and rescind or terminate this Agreement; (d) If there is a Sale in violation of Article VII of this Agreement, cancel or terminate the Note; (e) If the default occurs after issuance of the Certificate of Completion, the EDA may suspend payments under the Note; and (f) Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non -defaulting party to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement. Section 8.3. Remedies after Certificate of Completion. The EDA may exercise its rights under Section 8.2(e) only for the following Events of Default: (a) the Developer fails to pay real estate taxes or special assessments on the Minimum Improvements or the Development Property or any part thereof when due and the taxes or special assessments have not been paid, or provision satisfactory to the EDA made for their payment, within 45 days after written demand by the EDA to do so; or 21 CH135-65-935359.v6 (b) the Developer takes or permits an action prohibited by section 6.1 of this Agreement; or (c) the Developer transfers the Minimum Improvements or the Development Property, or any part thereof, to an entity exempt from the payment of real estate taxes under State law; or (d) the Developer fails to comply with the lookback provisions of section 3.5(d) through (f) of this Agreement. Section 8.4. No Remedy Exclusive. No remedy conferred herein or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every 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. 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. In order to entitle the EDA or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required under this Agreement. Section 8.5. No Additional Waiver Implied by One Waiver. In the event any covenant or agreement contained in this Agreement should be breached by either party and thereafter waived by the 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 8.6. Acceptance of Third -Party Cure. In the event that an Event of Default, or potential Event of Default, is cured by a third -party lender which has loan to the Developer or an affiliate thereof for the purposes of financing the construction of the Minimum Improvements, the EDA shall accept such proffered cure on the same basis as if such cure had been effected by the Developer. ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member, official, or employee of the EDA shall have any personal financial interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial 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 EDA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligations under the terms of this Agreement. Section 9.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in 22 CH135-65-935359.v6 this Agreement, it will comply with all applicable equal employment and nondiscrimination laws and regulations. Section 9.3. Restrictions on Use. The Developer agrees that through the Termination Date it will use the Minimum Improvements for only such uses as permitted under the City's land use regulations and in compliance with the City Approvals. In addition, through the Termination Date, a standalone liquor store, tobacco business or cannabis business is not permitted in the Minimum Improvements. Section 9.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either parry to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Developer: and with a copy to: (b) in the case of the EDA: and with a copy to: Roers Chanhassen Bennett Apartments Owner LLC c/o Roers Companies Two Carlson Parkway North, Suite 400 Plymouth, MN 55447 Attn: General Counsel Winthrop & Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402 Attn: Kevin M. McLain Chanhassen Economic Development Authority 7700 Market Boulevard Chanhassen, MN 55317 Attn: Executive Director Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attn: Ronald H. Batty or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 9.4. Section 9.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.6.. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the EDA or the Developer shall be deemed or construed 23 CH135-65-935359.v6 by the Developer or by any third person to create any relationship of third -party beneficiary, principal and agent, limited or general partner, or joint venture between the EDA and the Developer. Section 9.7. Amendment. This Agreement may be amended only by the written agreement of the parties. Section 9.8. Recording; Agreement Runs with the Land. This Agreement shall be recorded among the County land records and the Developer agrees to pay for the cost of recording same. This Agreement runs with the Development Property and shall bind the successors and assigns of the EDA and the Developer. Section 9.9. Release and Indemnification Covenants. a) Except for any negligent act of the following named parties, the Developer hereby releases from and covenants and agrees that the EDA, and its governing body members, officers, agents, servants, and employees (the "Indemnified Parties") shall not be liable for, and hereby 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 Minimum Improvements. b) The aforesaid indemnification shall not apply to willful misrepresentation or any willful or wanton misconduct or negligence of the EDA. c) Except for any negligent or willful act of the EDA, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its partners, officers, agents, servants or employees or any other person who may be about the Minimum Improvements or the Minimum Improvements due to any act of negligence of any person. Section 9.10. Titles of Articles and Sections. Any titles of the several parts, articles, and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.11. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 9.12. Fees and Charges. The Developer agrees to pay the EDA for all fees or costs for legal, financial advisory, engineering, planning or other staff time for preparation of the TIF Plan and related documents and analysis, drafting or negotiating this Agreement and for reviewing any plans regarding the Minimum Improvements submitted in satisfaction of this Agreement. 24 CH135-65-935359.v6 IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. THE CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY (7A By: fz'�91' Its President B y: Its Executive Director STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this 2k day of , 2024, by P (q-.L � ,„/ o , the President of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary PLV 6 STATE OF MINNESOTA ) JENNIFER ANN POTTER ss. (eMy Notary Public -Minnesota COUNTY OF Commission Expires Jan 31, 2027 The foregoing instrument as acknowledged before me this � day of 2024, by A, e- t)kpik , the Executive Director of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. 117 Notary Publ JENNIFER ANN P07?ER Notary Public -Minnesota I'v(va', Commission Ex ires P Jan 31, 2027 25 CH135-65-935359.v6 ROERS CHANHASSEN BENNETT APARTMENTS O LLC By: ' Tom Vronin, Authorized Signatory STATE OF M I V1 KZ f *+-A ) ) ss. COUNTY OF N c in) The foregoing instrument was executed before me this VVo 11 day of +JyM'e' , 2024, by Tom Cronin, the Authorized Signatory of Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company, on behalf of the company. CATHERINE WEBSTER NOTARY PUBLIC-ItiMPINESOTA HENNEPIN COUNTY _,. My Commission Expires ,tan. 31.2025 26 CH135-65-935359.v6 _P — 4L Notary Publ c EXHIBIT A TO CONTRACT FOR PRIVATE DEVELOPMENT LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY Lot 1, Block 1 Chanhassen Market Street Addition, Carver County, Minnesota. A-1 Error! Unknown document property name. EXHIBIT B TO CONTRACT FOR PRIVATE DEVELOPMENT LIST OF PRELIMINARY PLANS The following constitute the Preliminary Plans of the Minimum Improvements: [to be included] B-1 CH135-65-935359.v6 LIST OF PRELIMINARY PLANS The following constitute the Preliminary Plans of the Minimum Improvements: • Plan A: Final plat approved July 22, 2024, prepared by Egan, Field & Nowak, Inc. • Plan B: Grading, Drainage and Erosion Control Plans associated with the Watermain Improvement Plans for W 781h St and Market Blvd dated June 20, 2024, prepared by Kimley-Horn and Associates, Inc., and Grading, Drainage and Erosion Control Plans associated with the Site Development Plans for Chanhassen Apartments dated June 20, 2024, prepared by Kimley-Horn and Associates, Inc. • Plan C: Plans and Specifications for Improvements associated with the Watermain Improvement Plans for W 78th St and Market Blvd dated June 20, 2024, prepared by Kimley-Horn and Associates, Inc., and, Public Improvements in the Plans and Specifications for Improvements associated with the Site Development Plans for Chanhassen Apartments dated June 20, 2024, prepared by Kimley-Horn and Associates, Inc. • Plan D: Site Development Plans for Chanhassen Apartments dated June 5, 2024, prepared by Kimley-Horn and Associates, Inc. B-1 Error! Unknown document property name. W — o> L --- 78TH STREET ----------------- I a aunrc xx . Clilllbin aw.. �Paa B^2 Error! Unknown document property name. LEGEND I SITE PLAN NOTES PROPERTYSUTAMRY nauuu r.lw i n I nl L�a�wsm mw��mamn sx�SDEDATA wlw.umlw=.xcxP r,R BUILDING DAIA .uui¢osr:Pn uslaz'nic Pa�sm ams 'wo,wi0 earns lo[r,Pan�rmu n aw liwrlurnncwwu�a.®- _ _ _ . Msl urRxcirnnuw�' vuFs+ema �vannwc�unaw�a, �unRmaxamaewr�P �rPARNINOSUNNMRY ruwcPPrt� sxn xo.n Al 3sua , � r s,ssars NEYNOTELEGEND 0 0 MARKET BLVD & W 78TH ST eSG K ^:!gsHom ROERS I I 1 4FY90W M. 'k- R;rUale I venm m;lDama xenru ' ucnlrrrx a IM& RR\Vt YI ny'1�3rRC1. � fIUI'iXD6 YpMRA1pVi PoDUII 0:;11i101= aaa-� I tlk"TN m;.01,I U tL �L a 1MARKET BLVD �I & W 78TH ST 1' Uj SITERAN f C400 .... T ro MARKET BLVD & W 78TH ST ----------------- ---------- ----------------- r ------------------------- ---------- A--- L SG ............ I! I l � :'ll I. f, III I t•ii ilk I;'I IQ III r`44 I LOT I,BLOCK 1 WEST BUILDING - SEE ARCH PLANS (184 HOUSING UNITS) SREPILUINOTES .7 "Z KEYNOTE LEGEND C C,.�. ,. H.E _ _ C M"r WNW, 't OR Mlliml 1—T z 2 0 0 z 0 wremnsnmO:p 0 0 MARKET BLVD F17— z & W 78TH ST I C401 Error! Unknown document property name. RIM LEGEND _ MARKETBLVD I &W7 THST I ZT NEYNGIE LEGEND Gr w. �J w..wrrsmrr.n.rre-rrt.. x C �oel O� c •� J V I I I annrwwmin aEN9Cef Va h.+awn Prt I u�un maoaro+ Yr+nnv e[weunu 1 KPHI YI a6:afiiGiJ� � Hx111YGb YVJ:d1Iip1; � �WIU1 MINI] I R1FlIRi I Ram'su Ww,]m:. z 0 F' D m _ z �. . mn:.ulvoce_ LY 0 LL' p. MARKET KID E z & W 78TH ST w SIZE PLAN N ENLPRG., f rl."Ibelox 2 Call weao- m C402 aT -- --- Error! Unknown document property name. MARKET BLVD W 78TH ST -- — ----- — f — ��� N= L 7W 0 I x �e� 4 , I I' II I 4. ...CRINE 60F56N svux�. � I• '�------------------ -----------------------�----------- I I slTsvuNNDhs M"l;'eYvHorn • I I ,roP.,. to 1 ur - ivm aP -- - -- ---- ---- -r� ---- --- --- , — — --_ ROERS O I, - -- -- ----- I® 0 I II /,I I © I XEfXOIELECEND,}:wa, xox—wm— T I m I II a t .- „ xP -- —- - a l 0 ur-----•--- ' v..ry v.vo-ww - !! M - ' I I YYY Ir I i OxplNth>� ■ �° I uwwu,.0 i I■ I I YSrt:N t to o I P 11® I I nl 9:xAx114. mgox, Im d v mrurcco � : nl. - � I i axv4w�o rk a lezwa ® ur iwi , I R1gW azaaoi+ Ai 2> I I! I c 0 I I: i r i I s aDuwlnu re�us;i�ii 0 oAreaNsxtC<_ ( I �- R MARKET BLVD� ------ & W 78TH ST w "TEP ''I f01 I m ENWiGEMIANEMS ;j, u�l I � ,u II I I axxc scuaxrm 1 II �� r I I I Callwoxp ay C402 B-5 Error! Unknown document property name. EXHIBIT C TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota (the "BDA"), and Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company (the "Developer"), have entered into a certain Contract for Private Development (the "Agreement") dated the day of , 2024, and recorded in the office of the County Recorder in Carver County, Minnesota, as Document No. , which Agreement contained certain covenants and restrictions regarding completion of the Minimum Improvements, as defined in the Agreement; and WHEREAS, the Developer has performed said covenants and conditions in a manner deemed sufficient by the EDA to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements specified to be done and made by the Developer has been completed and the County Recorder in Carver County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY By: Its President By: Its Executive Director STATE OF MINNESOTA ) ss. COUNTY OF 1 The foregoing instrument as acknowledged before me this day of , 202_, by , the President of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public C-1 CH135-65-935359.v6 STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 202_, by , the Executive Director of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public This Instrument Drafted By: KENNEDY & GRAVEN, CHARTERED (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612)337-9300 C-2 CH135-65-935359.v6 EXHIBIT D TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF AUTHORIZING RESOLUTION WITH NOTE CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 202 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED BE IT RESOLVED BY the Chanhassen Economic Development Authority (the "EDA"), as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The EDA has heretofore approved the establishment of Tax Increment Financing District No. 13 (the "TIF District"), located in the Downtown Chanhassen Redevelopment Project (the "Redevelopment Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Redevelopment Project. Pursuant to Minnesota Statutes, Section 469.178, the EDA is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Minimum Improvements and Development Property in the Redevelopment Project. The bonds are payable from all or any portion of revenues derived from the Minimum Improvements and the Development Property (each as defined in the Agreement (defined below)) in the TIF District and pledged to the payment of the bonds. The EDA hereby finds and determines that it is in the best interests of Chanhassen that it issue and sell its taxable Tax Increment Revenue Note, Series 202 (the "Note"), in the aggregate principal amount up to $ , for the purpose of financing certain public costs of the Redevelopment Project. 1.02. Agreement Approved, Issuance Sale and Terms of the Note. The EDA has previously approved the Contract for Private Development (the "Agreement") between the EDA and Roers Chanhassen Bennett Apartments Owner LLC, a limited liability company under the laws of Delaware (the "Owner"), and authorized the President and Executive Director to execute the Agreement. Pursuant to the Agreement, the Note will be issued to the Owner. The Note will be dated as of the date of delivery and will bear interest at the rate of [the lesser of (i) 6.0% per annum; (ii) the actual rate of interest paid if the Developer finances the Note separately from the construction loan or first mortgage; or (iii) the actual rate of interest paid by the Developer on the construction financing for the Minimum Improvements]. In exchange for the EDA's issuance of D-1 CH135-65-935359.v6 the Note to the Owner, the Owner will pay certain costs related to the Minimum Improvements (the Qualifying Costs, as defined in the Agreement) pursuant to Section 3.2 of the Agreement. The Note will be delivered in the principal amount up to $ for reimbursement of the Owner's costs in accordance with the terms of Sections 3.2 and 3.3 of the Agreement. Section 2. Form of Note. The Note will be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA CARVER COUNTY CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $ TAXABLE TAX INCREMENT REVENUE NOTE SERIES 202 Date Rate of Original Issue [lesser of (i) 6.0% per annum; (ii) the actual rate of interest paid if the Developer finances the Note separately from the construction loan or first mortgage; or (iii) the actual rate of interest paid by the Developer on the construction financing for the Minimum Improvements] The Chanhassen Economic Development Authority (the "BDA"), for value received, certifies that it is indebted and hereby promises to pay to Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company, or registered assigns (the "Owner"), the principal sum of $ with interest thereon at the rate specified below, as and to the extent set forth herein. 1. Payments. Principal and interest payments ("Payments") will be paid on August 1, 2026, and each February 1 and August 1 thereafter until the earlier of payment in full or February 1, 2042 ("Payment Dates"), in the amounts and from the sources set forth in Section 3 herein. Payments are payable by mail to the address of the Owner or any other address as the Owner may designate upon 30 days written notice to the EDA. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest shall be simple, non -compounding interest at _% per annum which is [the lesser of (i) 6.0% per annum; (ii) the actual rate of interest paid if the Developer finances the Note separately from the construction loan or first mortgage; or (iii) the actual rate of interest paid by the Developer on the construction financing for the Minimum Improvements]. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. D-2 CH135-65-935359.v6 3. , Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely payable from "Available Tax Increment," which will mean, on each Payment Date, 75 percent of the Tax Increment attributable to the Development Property and Minimum Improvements (as defined in the Agreement) and paid to the EDA by Carver County, Minnesota in the six months preceding the Payment Date, all as the terms are defined in the Contract for Private Development between the EDA and Owner dated as of , 2024 (the "Agreement"). Available Tax Increment may be increased to 95 percent of the Tax Increment under the terms of the Agreement. Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. The EDA will have no obligation to pay principal or interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the EDA to pay the entire amount of principal and interest on this Note on any Payment Date will not constitute a default hereunder as long as the EDA pays principal and interest to the extent of Available Tax Increment. If on any Payment Date there is insufficient Available Tax Increment to pay accrued and unpaid interest on this Note on such date, the amount of such deficiency shall be deferred and paid, without interest thereon, on the next Payment Date on which the EDA has Available Tax Increment in excess of the amount necessary to pay the accrued and unpaid interest on this Note on such subsequent Payment Date. The EDA will have no obligation to pay any unpaid balance of principal or interest that may remain after the Final Payment Date of February 1, 2042. 4. Optional Prepayment. The principal sum and accrued interest payable under this Note is pre -payable in whole or in part at any time by the EDA without premium or penalty. No partial prepayment will affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Suspension of Payment. At the EDA's option, the EDA's obligation to make any payments under this Note will be suspended upon the occurrence of an Event of Default on the part of the Developer as defined in Section 8.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 8.2 of the Agreement. The EDA may also suspend payments under this Note in accordance with Section 6.3 of the Agreement. 6. Nature of Obligation. This Note is a single note in the total principal amount of $ issued to aid in financing certain public costs of a Redevelopment Project undertaken by the EDA pursuant to Minnesota Statutes, Sections 469.090 through 469.108, as amended, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the EDA on , 202_, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794, as amended. This Note is a limited obligation of the EDA which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note will not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Chanhassen Economic Development Authority or the City of Chanhassen. Neither the State of Minnesota, nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available D-3 CH135-65-935359.v6 Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of and interest on this Note or other costs incident hereto. 7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the EDA or its municipal advisors in connection with the TIF District or the Agreement are for the benefit of the EDA, and are not intended as representations on which the Owner may rely. THE EDA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF OR INTEREST ON THIS NOTE. S. Registration and Transfer; Assignment. As provided in the Resolution, and subject to certain limitations set forth herein, this Note is issuable only as a fully registered note without coupons. This Note is transferable upon the books of the EDA kept for that purpose at the principal office of the EDA's Executive Director as Registrar, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the EDA, duly executed by the Owner. Upon the transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the EDA with respect to the transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount and interest rate and maturing on the same dates. This Note may be transferred without the approval of the EDA; provided that this Note will not be transferred to any person other than an Affiliate, or other related entity, of the Owner unless the EDA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. This Note may be assigned with the consent of the EDA, which will not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Note, in no event will a lender providing funds to the Developer and taking an assignment of the Note as security for such funds be required to sign an investment letter at either the time of execution of an assignment or transfer of the Note as a result of the assignment. This Note is subject to the Lookback provisions of section 3.5 of the Agreement. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the EDA according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. D-4 CH135-65-935359.v6 IN WITNESS WHEREOF, the board of commissioners of the Chanhassen Economic Development Authority, has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. President CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY Executive Director D-5 CH135-65-935359.v6 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the EDA's Executive Director, in the name of the person last listed below. Date of Registration Registered Owner Signature of Executive Director Roers Chanhassen Bennett Apartments Owner LLC c/o Roers Companies Two Carlson Parkway North Suite 400 Plymouth, MN 55447 Attn: General Counsel Federal Tax ID # [End of Form of Note] Section 3. Terms, Execution and Deliverti!. 3.01. Denomination, Payment. The Note will be issued as a single typewritten note numbered R-1. The Note will be issuable only in fully registered form. Principal and interest of the Note will be payable by check or draft issued by the Registrar described herein. 3.02. Dates. Principal and interest of the Note will be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not the day is a business day. 3.03. Registration. The EDA hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the EDA and the Registrar with respect thereto will be as follows: (a) Re ister. The Registrar will keep at his office a bond register in which the Registrar will provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount, interest rate and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note will not be transferred to any person other than an Affiliate, or other related entity, of the Owner D-6 CH 135-65-935359.v6 unless the EDA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until the Payment Date. (c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled by the Registrar and thereafter disposed of as directed by the EDA. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until he is satisfied that the endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no liability for his refusal, in good faith, to make transfers which he, in his judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The EDA and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note and for all other purposes, and all the payments so made to any registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability of the EDA upon the Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange. (g) Mutilated. Lost. Stolen or Destroyed Note. In case the Note becomes mutilated or is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the EDA and the Registrar will be named as obligees. The Note so surrendered to the Registrar will be cancelled by him and evidence of the cancellation will be given to the EDA. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it will not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note will be prepared under the direction of the Executive Director and will be executed on behalf of the EDA by the signatures of its Chair and Executive Director. In case any officer whose signature appears on the Note ceases to be the officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Note has D-7 CH135-65-935359.v6 been so executed, it will be delivered by the EDA to the Owner following the delivery of the necessary items delineated in Section 3.3 of the Agreement. Section 4. Security Provisions. 4.01. Pledge. The EDA hereby pledges to the payment of the principal and interest of the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be applied to payment of accrued interest first, then the principal of the Note in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the EDA will maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The EDA irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund will be transferred to the EDA's account for the TIF District upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the EDA are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the EDA, and the other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all the certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed representations of the City as to the facts recited therein. Section 6. Effective Date. This resolution will be effective upon execution by the President and Executive Director following authorization by the board of commissioners of the Chanhassen Economic Development Authority. Adopted by the Chanhassen Economic Development Authority, this day of , 202 President Executive Director D-8 CH135-65-935359.v6 EXHIBIT E TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF INVESTMENT LETTER To the Chanhassen Economic Development Authority (the "EDA") Attention: Executive Director Dated: 202 Re: $ Tax Increment Revenue Note (Roers Chanhassen Bennett Apartments Owner Project) The undersigned, as Purchaser of $ in principal amount of the above - captioned Tax Increment Revenue Note (Roers Chanhassen Bennett Apartments Owner Project) (the "Note"), approved by the Board of Commissioners of the Chanhassen Economic Development Authority on 202_, hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the EDA, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Contract for Private Development by and between the EDA and the Purchaser dated , 2024 (the "Agreement"). 2. The Note is payable solely from Available Tax Increment pledged to the Note, as defined therein. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above -stated principal amount of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering document or disclosure containing material information with respect to the EDA and the Note has been issued or prepared by the EDA, and that, in due diligence, we have made our own inquiry and analysis with respect to the EDA, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the EDA, the Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above -stated principal amount of the Note. E-1 CH135-65-935359.v6 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that the EDA and Kennedy & Graven, Chartered, as legal counsel to the EDA, have not made any representations or warranties as to the status of payments on the Note for the purpose of federal or state income taxation. 8. We represent to you that we are purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or as otherwise approved in writing by the EDA. 9. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 10. The Purchaser's federal tax identification number is 11. We acknowledge receipt of the Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. ROERS CHANHASSEN BENNETT APARTMENTS OWNER LLC LOW STATE OF ) ss. COUNTY OF ) The foregoing instrument was executed before me this day of , 202_, by , the of Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company, on behalf of the company. Notary Public E-2 CH135-65-935359.v6 EXHIBIT F TO CONTRACT FOR PRIVATE DEVELOPMENT PROFORMA, LOOKBACK AND TOTAL DEVELOPMENT COSTS EXHIBIT F Proforma, Lookback and Total Development Costs Summary Sources and Uses 184 Market Rate Apartments; 11,853 (sf) Commercial Space mou Per Unrt First Mortgage 48,500,000 59% 263,587 TIF Supported Loan 4,230,000 5% 22,989 Mezzanine Debt 3.740,000 5% 20,326 Equity 26,103,566 32% 141,867 TOTAL SOURCES 82,573,566 100% 448,769 Amount pct. Per Unit Acquisition Costs 12,500,000 15% 67,935 Construction Costs 49.616,615 60% 269,656 Environmental Abatement/Soil Correction 295,000 0% 1,603 Professional Services 2,709,000 3% 14,723 Financing Costs/Reserves 11,980.219 15% 65,110 Developer Fee 4,821,732 6% 26,205 Cash Accounts Startup Reserves 651000 1% 3,538 TOTAL USES 82,573,566 100% 448,769 F-1 CH135-65-935359.v6 Operating Pro Forma 184 Market Rate Apartments; 11,853 (sf) Commercial Space Rental Unit Income Monthly Unit Annual Size Reny Unit Type Rem Type Rent Count Revenue Sq. Ft Sq. FL Studio Ma Rxe $1.650 15 $297,D00 640 $2.58 1BR Ma tRate $1,975 61 $1.445,700 792 $2.49 1BR+Den Man Rae $2.175 20 $522.000 919 $2.37 28R Tovmhane Me,ke . $2,575 2 $61,BD0 1,015 $2.64 2BR Market Rate $2,825 71 $2.406,900 1,176 $2.40 2BR Tmxihome MaxetRae $3.475 2 $83.400 1.490 $2.33 313R Maket Rae $3,625 13 $565,500 1.485 $2,44 Gross Potential Rent 448,525 184 $5,382,$00 184,103 $2A4 #or Stalls Annual $Per Stan Other Residential Income prxwubr•1 Revenue Per Month Underground Parking 30 $36,000 $100 Misc Tenart ChargeslRUBS $349,600 Total Other Income $385,600 Total Residential Income $5,767,900 Annual Residential Vacancy Pacmt Loan Total Residential Income 5.0% ($288,395i Total Vacancy 1$288,3951 Net Residential income S5,474505 Rant Annual Commercial Space Per SgfFt Revenue SgfR Suite 1 $30.00 $133,590 4,463 Suite 2 $35.00 $139,335 3,981 Suite 39 $30.00 $55,620 1,864 Suite 3b $25.00 _ $3 12 1,565 Total Commercial Rent 387,670 _ 11,853 Annual Per Commercial Vacancy/Expenses Percent Loss SWR Commerclalvacairy 5.0% 1$18.384) 11.551 Total Cormerelal Vw2ricy/Expenses ($18,3841 (1.55) Net Commercial Income $349,287 n Apartment Operating Costs Amount Per Unit Administrative $73,600 $400 Payrai $230,000 $1,250 Marketing $55,200 $300 Utilities $110."0 $600 Insurance $56.200 $300 Maintenance $128,000 700 Total Operating Costs $653,200 $3,550 Apartment Management, Taxes, & Reserves Aznonud Par Unit Management Fees 4.00%ofES1 $219,180 $1,191 PropertyTaxes $677,128 $3,680 Replacement Reserves $46,000 5250 Total Management and Other Costs $942,308 r: $5,121 Tax Incranen t Financing Revenue $429,166 (75%Ava,7abfa TfF) Project Completion and TIF Note Issuance: Total DevelDpmerit Cost: 82,573,566 7.00% Yield an Cost Target Annual NOI: 5,78D,150 Less: Pro Forma Project NO] at Stabilization: 4,233,283 A) Stabilized NO[ Gap: 1,546,866 B) Available Tax Increment: 429,166 Eligible 71F Assistance (Lesser of A or B): 42%166 Lookback at Completion TIF Adjustment: $0.00 F-2 CH135-65-935359.v6 n� ADD Rey - �3A9 me9 '.�n N3 n:$orNN���rNaB i c u�o San 44 .y�roa_ A-a:35 d. za3Xh3 e � � •• N �" oN u u �. nor ]7� a�v _ p ao=m ao 3 j a k a e mi4�N I�yymaNW, b • u b p 6 a $U om �I p - m p 8r M . `=8 oh�b�� - b gb a �E Vey iMd - � g r y y o v u S d �n w b m m ce i :r•19 F-3 CH135-65-935359.v6 -o c< o m m w n a d F-4 CH135-65-935359.v6 EXHIBIT G TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF ASSESSMENT AGREEMENT and ASSESSOR'S CERTIFICATION By and among THE CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY and ROERS CHANHASSEN BENNETT APARTMENTS OWNER LLC and COUNTY ASSESSOR FOR CARVER COUNTY, MINNESOTA This Document was drafted by: KENNEDY & GRAVEN, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 (612) 337-9300 G-1 CH135-65-935359.v6 THIS ASSESSMENT AGREEMENT, dated as of this day of , 2024, by and between the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota (the "EDA"), and Roers Chanhassen Bennett Apartments Owner LLC, a limited liability company under the laws of Delaware (the "Owner"). WITNESSETH: WHEREAS, on or before the date hereof, the EDA and the Owner have entered into a Contract for Private Development (the "Agreement") concerning the property legally described on Exhibit A hereto, (the "Development Property"); and WHEREAS, pursuant to the Agreement, the Owner will construct a project consisting of two buildings, including approximately 184 multifamily rental housing units, 11,853 sq. ft. of commercial space and 338 structured parking stalls (the "Minimum Improvements"); and WHEREAS, the EDA and the Owner desires to establish a minimum market value for the Development Property and the Minimum Improvements to be constructed thereon, pursuant to Minnesota Statutes, section 469.177, Subd. 8; and WHEREAS, the EDA and the County Assessor for Carver County, Minnesota have reviewed the Plans for the Minimum Improvements which the Owner has agreed to construct on the Development Property pursuant to the Agreement. NOW, THEREFORE, the parties to this Assessment Agreement, in consideration of the promises, covenants and agreements made herein and in the Agreement by each to the other, do hereby agree as follows: 1. The Minimum Market Value for the Development Property with the Minimum Improvements shall be $58,996,000. The parties agree that this Minimum Market Value shall be placed against the Development Property as of January 2, 2026, for taxes payable beginning in 2027 notwithstanding any failure to start or complete construction of such Minimum Improvements by that date. 2. The Minimum Market Value herein established shall be of no further force and effect and this Assessment Agreement shall terminate on the Termination Date. The Termination Date has the meaning given to it under the Agreement. 3. This Assessment Agreement shall be promptly recorded by the Owner with a copy of Minnesota Statutes, section 469.177, Subd. 8 set forth in Exhibit B hereto. The Owner shall pay all costs of recording this Assessment Agreement. 4. Neither the preambles nor the provisions of this Assessment Agreement are intended to, nor shall they be construed as, modifying the terms of the Agreement. Unless the context indicates clearly to the contrary, the terms used in this Assessment Agreement shall have the same meaning as the terms used in the Agreement. G-2 CH135-65-935359.v6 5. This Assessment Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns. 6. Each of the parties has authority to enter into this Assessment Agreement and to take all actions required of it and has taken all actions necessary to authorize the execution and delivery of this Assessment Agreement. 7. In the event any provision of this Assessment Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 8. The parties hereto agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Development Property, or for carrying out the expressed intention of this Assessment Agreement. 9. Except as provided in Section 8 hereof, this Assessment Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 10. This Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Assessment Agreement shall be governed by and construed in accordance with the laws of Minnesota. G-3 CH135-65-935359.v6 • CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY IC And by: STATE OF MINNESOTA ) ss. COUNTY OF ) President Executive Director The foregoing instrument as acknowledged before me this day of , 2024, by , the President of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2024, by , the Executive Director of the Chanhassen Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public CH135-65-935359.v6 ROERS CHANHASSEN BENNETT APARTMENTS OWNER LLC Tom Cronin, Authorized Signatory STATE OF ) SS. COUNTY OF ) The foregoing instrument was executed before me this day of , 2024, by Tom Cronin, the Authorized Signatory of Roers Chanhassen Bennett Apartments Owner LLC, a Delaware limited liability company, on behalf of the company, Notary Public G-5 CH135-65-935359.v6 CERTIFICATION BY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, and being of the opinion that the minimum market value contained in the foregoing Agreement appears reasonable, hereby certify as follows: The undersigned Assessor being legally responsible for the assessment of the described property, hereby certifies that the market value assigned to such land and improvements at the property, legally described on Exhibit A attached hereto, shall be not less than Fifty -Eight Million Nine Hundred Ninety -Six Thousand Dollars ($58,996,000) as of January 2nd, 2026, for taxes payable beginning in 2027, until termination of this Agreement. County Assessor for Carver County, Minnesota STATE OF MINNESOTA ) ss. COUNTY OF CARVER ) The foregoing instrument was acknowledged before me this day of , 2024, by , the County Assessor, Carver County, Minnesota. Notary Public G-6 CH135-65-935359.v6 EXHIBIT A TO ASSESSMENT AGREEMENT The Development Property is legally described as follows: PIDS: 25-11-90-030 (west building) 25-11-90-010 (west building) 25-11-90-040 (west building) 25-11-80-020 (west building) G-7 CH135-65-935359.v6 i f � EXHIBIT B TO ASSESSMENT AGREEMENT Section 469.177, subd. 8. Assessment Agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement: The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable. The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them. G-8 CH135-65-935359.v6