2026-01 EDAdocx
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CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2026-01
RESOLUTION APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX
INCREMENT REVENUE NOTE B (FRONTIER
REDEVELOPMENT PROJECT), SERIES 2026A IN A
PRINCIPAL AMOUNT NOT TO EXCEED [$3,406,706]
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. 11 (the “TIF District”) within the Downtown Chanhassen
Redevelopment Project Area (“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
Redevelopment Project. The bonds are payable from all or any portion of revenues derived from
the TIF District and pledged to the payment of the bonds. The EDA hereby finds and determines
that it is in the best interest of the EDA that it issue and sell its taxable Tax Increment Revenue
Note B (Frontier Redevelopment Project), Series 2026_ (the “Note”), in the principal amount of
[$3,406,706], for the purpose of financing certain public costs of the Redevelopment Project.
1.02. Issuance, Sale and Terms of the Note. The EDA has previously approved the
Contract for Private Redevelopment between the EDA and Chanhassen Frontier LLC, a Delaware
limited liability company (the “Agreement”). The Note will be dated as of the date of delivery.
No interest will be paid on the Note. The Note will be issued to The Venue on 78th, LLC, a
Minnesota limited liability company (the “Owner”). In exchange for the EDA’s issuance of the
Note to the Owner, special assessments have been levied by the City of Chanhassen against the
Owner’s Apartment Parcel and Site Improvement Parcel pursuant to Minnesota Statutes, Chapter
429. The Note will be delivered in the amount of [$3,406,706] for reimbursement of the principal
and interest payable by the Owner on the special assessments in accordance with the terms of
Section 3.6 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:
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UNITED STATE OF AMERICA
STATE OF MINNESOTA
CARVER COUNTY
CHANHASSEN ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 [$3,406,706]
TAXABLE TAX INCREMENT REVENUE NOTE B
(FRONTIER REDEVELOPMENT PROJECT)
SERIES 2026A
Date
Rate of Original Issue
Zero June 8, 2026
The Chanhassen Economic Development Authority (the “EDA”), for value received,
certifies that it is indebted and hereby promises to pay to The Venue on 78th, LLC, a Minnesota
limited liability company, or registered assigns (the “Owner”), the principal sum of [$3,406,706]
with no interest, as and to the extent set forth herein.
1. Payments. Payments on the Note 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, 2045 (“Payment
Dates”), in the amounts and from the sources set forth in Section 3 herein. 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. No interest will be paid on the Note.
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, 95 percent of the Tax Increment attributable to the Redevelopment Property
and Minimum Improvements and paid to the EDA by Carver County in the six months preceding
the Payment Date, and, if necessary, from such additional funds legally available to the EDA, all
as provided for and as such terms are defined in the Contract for Private Redevelopment between
the EDA and Chanhassen Frontier LLC, a Delaware limited liability company dated as of May 25,
2018 (the “Agreement”). Available Tax Increment will not include any Tax Increment if, as of
any Payment Date, there is an uncured Event of Default under the Agreement.
Except as specifically provided for herein and the Agreement, the EDA will have no
obligation to pay the principal amount of 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 on
this Note on any Payment Date will not constitute a default hereunder as long as the EDA pays
principal hereon to the extent of Available Tax Increment and as provided in the Agreement. The
EDA will have no obligation to pay unpaid balance of principal that may remain after the final
Payment on February 1, 2045. Notwithstanding the above limitation on the source of payment on
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the Note, the EDA agrees to make payments from such sources legally available to the EDA
sufficient to meet the Owner’s obligations for special assessment levied by the City of Chanhassen
against the Apartment Parcel and the Site Improvement Parcel for the Public Improvement Project,
as those terms are defined in the Agreement.
4. Optional Prepayment. The principal sum of 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 for Default. 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 Owner 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.
6. Nature of Obligation. This Note is a single note in the total principal amount of
[$3,406,706] issued to reimburse the Owner for special assessments levied against the Apartment
Parcel and Site Improvement Parcel and is issued pursuant to an authorizing resolution (the
“Resolution”) duly adopted by the EDA on June 8, 2026, pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections
469.174 to 469.179, as amended. This Note is a limited obligation of the EDA which is payable
from Available Tax Increment pledged to the payment hereof under the Resolution and as
otherwise provided herein. 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 EDA or
the City of Chanhassen. Neither the State of Minnesota, nor any political subdivision thereof will
be obligated to pay the principal of this Note or other costs incident hereto except out of Available
Tax Increment and as otherwise provided herein, 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
this Note or other costs incident hereto.
7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
the EDA or its financial 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.
8. Registration and Transfer. 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 Executive Director of the EDA 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, bearing interest at the same rate
and maturing on the same dates.
This Note may be transferred, assigned or pledged without the approval of the EDA;
provided that this Note will not be transferred to any person other than an affiliate, or other related
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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 exem pt from registration and
prospectus delivery requirements of federal and applicable state securities laws.
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.
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.
CHANHASSEN ECONOMIC
DEVELOPMENT AUTHORITY
Elise Ryan, President Laurie Hokkanen, Executive Director
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REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the Executive Director of the EDA, in the name of the person last listed below.
Date of Registration Registered Owner Signature of EDA Executive Director
______________ The Venue on 78th, LLC
5290 Villa Way
Edina, MN 55436
Attn: ___________________
Federal Tax ID #39-4374024
[End of Form of Note]
Section 3. Terms, Execution and Delivery.
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 of the Note will be
payable by check or draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Principal of the Note will be payable by mail to the
party entitled to payment on record 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) Register. 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 d uly
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
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 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
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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 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, 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 President
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
been so executed, it will be delivered by the EDA to the Owner following the delivery of the
necessary items delineated in Section 3.6(d) of the Agreement.
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Section 4. Security Provisions.
4.01. Pledge. The EDA hereby pledges to the payment of the principal of the Note all
Available Tax Increment and, if necessary, other funds available to the EDA as defined in the Note
and provided in the Agreement. Available Tax Increment will be applied to payment of 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 (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 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 T IF District upon the payment of all principal 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 Redeveloper 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 EDA 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 EDA.
Adopted by the board of commissioners of the Chanhassen Economic Development Authority,
this 8th day of June, 2026.
Elise Ryan, President
Laurie Hokkanen, Executive Director
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