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2015-04-27 Contract for Private Development J� � Doc. No. A1287421 EXECUTION COPY OFFICE OF THE COUNTY RECORDER WRIGHT COUNTY, MINNESOTA Certified Filed and/or Recorded on May 11, 2015 4:20 PM Fee: $48.00 Barb Gabrelcik, Countv Recorder CONTR.ACT FOR PRIVATE DEVELOPMENT By and Between CIT�'OF ALBERTVILLE,MINNESOTA And GLACIER RIDGE PROPERTIES LLC And MOLD-TECH,INC. Dated as of: Apri120, 2015 This document was drafted by: KENNEDY & GRAVEN, Chartered (MNI) 470 U.S. Bank Plaza Minneapolis, Minnesota 55402 Telephone: 337-9300 Return to: City of Albertville 59�9 Main Ave PO Box 9 Albertville MN 55301 458916v4 MNI AL141-63 � .� - � TABLE OF CONTENTS Pa�e PREAMBLE ............................................................................................................................. 1 ARTICLE I Definitions Sectionl.l. Definitions...........................................................................................................2 ARTICLE II Representations and Warranties Section 2.1. Representations by the City................................................................................5 Section 2.2. Representations and Warranties by the Developer and Lessee ..........................5 ARTICLE III Status of Property; Financing of Public Development Costs Section 3.1. Status of the Development Property...................................................................7 Section 3.2. Public Development Costs..................................................................................7 Section 3.3. Reimbursement of Public Development Costs; Issuance of Note......................7 Section 3.4. Business Subsidy Agreement..............................................................................8 Section 3.5. Payment of Administrative Costs ..................................................................... 10 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements ........................................................ 11 Section 4.2. Construction Plans............................................................................................ 11 Section 4.3. Commencement and Completion of Construction............................................ 12 Section 4.4. Certificate of Completion ................................................................................. 12 ARTICLE V Insurance Section5.1. Insurance........................................................................................................... 14 Section5.2. Subordination.................................................................................................... 15 ARTICLE VI Delinquent Taxes and Review of Taxes Section 6.1. Right to Collect Delinquent Taxes.................................................................... 16 Section62. Review of Taxes ............................................................................................... 16 458916v4 MNI AL141-63 1 r , ti. ARTICLE VII Financin� Section7.1. Financing........................................................................................................... 17 Section 7.2. City's Option to Cure Default on Mortgage..................................................... 17 Section 7.3. Subordination and Modification for the Benefit of Mortgagee........................ 17 ARTICLE VIII Prohibitions Against Assi�nment and Transfer; Indemnification Section 8.1. Representation as to Development.................................................................... 18 Section 8.2. Prohibition Against Developer's Transfer of Property and Assignment of Agreement................................................................................ 18 Section 8.3. Release and Indemnification Covenants........................................................... 19 ARTICLE IX Events of Default Section 9.1. Events of Default Defined ................................................................................21 Section 9.2. Remedies on Default.........................................................................................21 Section 9.3. No Remedy Exclusive.......................................................................................21 Section 9.4. No Additional Waiver Implied by One Waiver................................................22 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; City Representatives Not Individually Liable ................23 Section 10.2. Equal Employment Opportunity.......................................................................23 Section 10.3. Restrictions on Use...........................................................................................23 Section 10.4. Provisions Not Merged With Deed...................................................................23 Section 10.5. Titles of Articles and Sections..........................................................................23 Section 10.6. Notices and Demands .......................................................................................23 Section10.7. Counterparts......................................................................................................24 Section10.8. Recording..........................................................................................................24 Section10.9 Amendment.......................................................................................................24 Section10.10 City Approvals..................................................................................................24 Section10.11 Termination.......................................................................................................24 Section 10.12 Choice of Law and Venue.................................................................................24 TESTIMONIUM ....................................................................................................................... S-1 SIGNATURES ......................................................................................................................... S-1 SCHEDULE A Description of Development Property SCHEDULE B Authorizing Resolution SCHEDULE C Certificate of Completion 458916v4 MNI AL141-63 I1 i � � CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made as of the 20th day of April, 2015, by and between THE CITY OF ALBERTVILLE, MINNESOTA, a Minnesota municipal corporation (the "City"); and GLACIER RIDGE PROPERTIES LLC, a Minnesota limited liability company (the "Developer"); and MOLD-TECH, INC, a Minnesota corporation (the "Lessee"). WITNESSETH: WHEREAS, the City has undertaken a program to promote economic development and job opportunities and to promote the development of land which is underutilized within the City, and in this connection created a development project known as Development District No. 1 (the "Development District") pursuant to Minnesota Statutes, Sections 469.124 to 469.134, as amended (the "Municipal Development Act"); and WHEREAS, pursuant to the Municipal Development Act, the City is authorized to acquire real property, or interests therein, and to undertake certain activities to facilitate the development of real property by private enterprise; and WHEREAS, the Developer has acquired certain property described in Schedule A (the "Development Property") within the Development District, and intends to lease the Development Property to the Lessee in order to develop certain improvements described herein on the Development Property; and WHEREAS, the City has approved a Tax Increment Financing Plan far Tax Increment Financing District No. 16 (the "TIF District") pursuant to Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the "Tax Increment Act"), made up of the Development Property; and WHEREAS, the City believes that the development of the Development Property pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the development has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the others as follows: (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 ] . r+ � ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authorizing Resolution" means the resolution of the City, substantially in the form of attached Schedule B to be adopted by the City to authorize the issuance of the Note. "Available Tax Increment"has the meaning provided in the Authorizing Resolution. `Business Subsidy Act" means Minnesota Statutes, Section 116J.993 to 116J.995, as amended. "Certificate of Completion" means the certification provided to the Developer, or the purchaser of any part, parcel or unit of the Development Property, pursuant to Section 4.4 of this Agreement. "City" means the City of Albertville, Minnesota. "City Representative" means the City Administrator, or any person designated by the City Administrator to act as the City Representative for the purposes of this Agreement. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Developer on the Development Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) elevations (all sides); (5) landscape plan; and (6) such other plans or supplements to the foregoing plans as the City may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. "County"means the County of Wright, Minnesota. "Developer" means Glacier Ridge Properties LLC or its permitted successors and assigns. "Development District" means the City's Development District No. 1. "Development Property" means the real property described in Schedule A of this Agreement. 458916v4 MNI AL141-63 2 r� ' "Development Plan" means the City's Development Plan for the Development District, as amended. "Event of Default" means an action by the Developer listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. "Lessee"means Mold-Tech, Inc. or its permitted successors and assigns. "Minimum Improvements" means the construction on the Development Property of an approximately 12,000 square foot addition to Lessee's existing manufacturing facility, including office space necessary for and related to such activities, and improvements to Lessee's existing facility. "Mortgage" means any mortgage made by the Developer or Lessee which is secured, in whole or in part, with the Development Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "Municipal Development Act" means Minnesota Statutes, Sections 469.124 to 469.134, as amended. "Note" means the Tax Increment Revenue Note, substantially in the form contained in the Authorizing Resolution, to be delivered by the City to the Lessee in accordance with Section 3.3(b) hereof. "Public Development Costs"has the meaning provided in Section 3.2 hereof. "Qualified Facility"has the meaning provided in Section 3.4(a)(6). "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Development Property and which is remitted to the City as tax increment pursuant to the Tax Increment Act. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended. "Tax Increment District" or "TIF District" means the City's Tax Increment Financing District No. 16. "Tax Increment Plan" or "TIF Plan" means the City's Tax Increment Financing Plan for Tax Increment Financing District No. 16, as approved by the City on April 20, 2015, and as it may be amended from time to time. 458916v4 MNI AL141-63 3 �t i "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner 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 earlier of (a) date of the City's last receipt of Tax Increment from the TIF District in accordance with Section 469.176, subd. lb(3) of the TIF Act, or (b) the date the Note has been paid in full or terminated in accordance with the terms of this Agreement. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of war, terrorism, strikes, 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 acts of any federal, state or local governmental unit (other than the City in exercising its rights under this Agreement) which directly result in delays. Unavoidable Delays shall not include delays in the Developer's or Lessee's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such approval and construction is required under Sections 4.2 and 4.3 of this Agreement. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 4 Y � � 1 ARTICLE II Representations and Warranties Section 2.1. Representations by the CitX. The City makes the following representations as the basis for the undertaking on its part herein contained: (a) The City is a statutory city duly organized and existing under the laws of the State. Under the provisions of the Municipal Development Act, the City has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the City are undertaken to foster the development of certain real property which for a variety of reasons is presently underutilized, to create increased tax base and employment in the City, and to stimulate further development of the Development District as a whole. (c) The Development Property is currently zoned Il, and the Minimum Improvements conform to the permitted land uses allowed within this zoning classification. (d) The Development Property is not subject to any pending condemnation by the City, and to the best of the City's knowledge there are no other pending proceedings that would prevent use of the Development Property by Developer or Lessee in accordance with this Agreement. Section 22. Representations and Warranties by the Developer and Lessee. The Developer and Lessee represent and warrant that: (a) The Developer is a limited liability company duly organized and in good standing under the laws of the State, is not in violation of any provisions of its organizational documents or bylaws or, to the best of its knowledge, the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its members. (b) The Lessee is a corporation duly incorporated and in good standing under the laws of the State, is not in violation of any provisions of its articles of incorporation or bylaws or, to the best of its knowledge, the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its directors. (c) The Developer will construct the Minimum Improvements on the Development Property and the Lessee will operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Development Plan and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). 458916v4 MNI AL141-63 $ (d) Neither the Developer nor the Lessee has received any notice or communication from any local, state or federal official that the activities of the Developer, the Lessee or the City in the Development District may be or will be in violation of any environmental law or regulation (other than those notices or communications of which the City is aware). The Developer and Lessee are aware of no facts the existence of which would cause them to be in violation of or give any person a valid claim under any local, state or federal environmental law, regulation or review procedure. (e) The Developer will construct the Minimum Improvements in accordance with all local, state or federal energy-conservation laws or regulations. (� The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (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 liability company or company restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which either the Developer or Lessee is now a party or by which it is bound, or constitutes a default under any of the foregoing. (h) The proposed development by the Developer and Lessee hereunder would not occur but for the tax increment financing assistance being provided by the City hereunder. (i) Neither the Developer nor the Lessee is currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Business Subsidy Act. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 6 ARTICLE III Status of Pronerty; Financin�of Public Develonment Costs Section 3.1. Status of the Development Property. As of the date of this Agreement, the Developer owns certain property in the City, as described in Schedule A (the "Development Property"), on which it has constructed a manufacturing facility. The City has no obligation to acquire any portion of the Development Property. The Developer will construct the Minimum Improvements on the Development Property and will enter into a lease with the Lessee (the "Lease") pursuant to which the Lessee will operate and maintain the Minimum Improvements as provided in this Agreement. Section 3.2. Public Development Costs. In order to construct the Minimum Improvements on the Development Property, the Developer shall incur certain costs for site improvement, soil correction, SAC and WAC fees, and infrastructure improvements (the "Public Development Costs"). Section 3.3. Reimbursement of Public Development Costs• Issuance of Note. The City has determined that, in arder to make development of the Minimum Improvements financially feasible, it is necessary to reimburse Lessee for a portion of the cost of the Public Development Costs through the issuance of the Note, subject to the terms of this Section. The total principal amount of Public Development Costs subject to reimbursement will not exceed $98,000. Public Development Costs in excess of the specified total are the responsibility of the Developer. (b) Conditions for Delivery of Note. To reimburse a portion of the Public Development Costs incurred by Developer, the City shall issue and the Lessee shall purchase the Note in the m�imum principal amount of$98,000. The City shall issue and deliver the Note upon the occurrence of the following: (i) Developer having delivered to the City written evidence satisfactory to the City that Developer has incurred Public Development Costs in an amount least equal to the principal amount of the Note, which evidence must include copies of the paid invoices or other comparable evidence for costs of allowable Public Development Costs. (ii) Developer having submitted and obtained City approval of financing in accordance with Section 7.1; and (iii) Lessee having delivered to the City an investment letter in a form reasonably satisfactory to the City. (b) Terms of Note. The terms of the Note will be substantially those set forth in the form of the Note shown in Schedule B, and the Note will be subject to all terms of the Authorizing Resolution,which are incorporated herein by reference. (c) Termination of right to Note. Notwithstanding anything to the contrary in this 458916v4 MNI AL141-63 7 r • Agreement, if the conditions for delivery of the Note are not met by the date five years after certification of the TIF District, the City's obligation to deliver the Note shall terminate; provided that the remainder of this Agreement shall remain in full force and effect. (d) Qualifications. The Developer and Lessee understand and acknowledge that the City 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 maximum aggregate principal amount of and interest on the Note. Developer and Lessee further acknowledge that estimates of Tax Increment prepared by the City or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the City, and are not intended as representations on which the Developer or Lessee may rely. If the Public Development Costs exceed the maximum aggregate principal amount of the Note, such excess is the sole responsibility of Developer. Section 3.4. Business Subsidv A�reement. The provisions of this Section constitute the "business subsidy agreement"for the purposes of the Business Subsidy Act. (a) General Terms. The parties agree and represent to each other as follows: (1) The subsidy provided to the Lessee consists of the reimbursement of Public Development Costs for the Development Property in a total amount not to exceed $98,000, as described in Section 3.3. (2) The public purposes of the subsidy are to facilitate development of the City's industrial park, increase net jobs in the City and the State, and increase the tax base of the City and the State. (3) The goals for the subsidy are: to secure development of the Minimum Improvements on the Development Property; to maintain such improvements as a manufacturing facility for the time period described in clause (6) below; and to create the jobs and wage levels in accordance with Section 3.4(b)hereof. (4) If the goals described in clause (3) are not met, the Lessee must make the payments to the City described in Section 3.4(c). (5) The subsidy is needed to induce Lessee to expand its business at this site, and to mitigate the cost of site improvements and infrastructure, all as determined by the City upon approval of the TIF Plan. (6) Lessee must continue operation of the Minimum Improvements as a "Qualified Facility" far at least five years after the Benefit Date (defined hereinafter), subject to the continuing obligation described in Section 10.3 of this Agreement. The term Qualified Facility means a distribution, warehouse or manufacturing facility, including office space necessary for and related to those activities, a11 within the meaning of Section 469.176, subd. 4c of the TIF Act. The improvements will be a Qualified Facility as long as the Minimum Improvements are operated by Lessee for the aforementioned qualified uses. During any period when the Minimum Improvements are vacant and not operated for the 458916v4 MNI AL141-63 g > aforementioned qualified uses, the Minimum Improvements will not constitute a Qualified Facility. (7) The Lessee does not have a parent corporation. (8) The L•essee has not received, and does not expect to receive, financial assistance from any other "grantor" as defined in the Business Subsidy Act, in connection with the Development Property or the Minimum Improvements. (b) Job and Wage Goals. The "Benefit Date" of the assistance provided in this Agreement is the earlier of the date of issuance of a certificate of completion for the Minimum Improvements or the date the Minimum Improvements are occupied by Lessee. Within two years after the Benefit Date (the "Compliance Date"), the Lessee shall (i) create at least 3 new full-time equivalent jobs on the Development Property, and (ii) cause the average hourly wage of the 3 created jobs to be at least $14.00 per hour, exclusive of benefits. Notwithstanding anything to the contrary herein, the parties hereto agree that the creation of any job by Lessee on or after April 1, 2015 that satisfies the job and wage goals described in this paragraph shall be counted for purposes of determining Lessee's satisfaction of such job and wage goals, despite the Lessee's continuing obligations under Sections 3.4(a)(6) and 3.4(d). The City may, after a public hearing, extend the Compliance Date by up to one year, provided that nothing in this section will be construed to limit the City's legislative discretion regarding this matter. (c) Remedies. If the Lessee fails to meet the goals described in Section 3.4(a)(3),the Lessee shall repay to the City upon written demand from the City a "pro rata share" of the Public Development Costs together with interest on that amount at the implicit price deflator as defined in the Business Subsidy Act, accrued from the date of substantial completion of the Minimum Improvements to the date of payment. The term "pro rata share" means percentages calculated as follows: (i) if the failure relates to the number of jobs, the jobs required less the jobs created, divided by the jobs required; (ii) if the failure relates to wages, the number of jobs required less the number of jobs that meet the required wages, divided by the number of jobs required; (iii) if the failure relates to maintenance of the facility as a Qualified Facility in accordance with Section 3.4(a)(6), 601ess the number of months of operation as a Qualified Facility (where any month in which the Qualified Facility is in operation for at least 15 days constitutes a month of operation), commencing on the Benefit Date and ending with the date the Qualified Facility ceases operation as determined by the City Representative, divided by 60; and (iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable percentages, not to exceed 100%. 458916v4 MNI AL141-63 9 Nothing in this Section shall be construed to limit the City's remedies under Article IX hereo£ In addition to the remedy described in this Section and any other remedy available to the City for failure to meet the goals stated in Section 3.4(a)(3), the Lessee agrees and understands that it may not a receive a business subsidy from the City or any grantor (as defined in the Business Subsidy Act) for a period of five years from the date of the failure or until the Lessee satisfies its repayment obligation under this Section,whichever occurs first. (d) Reports. The Lessee must submit to the City a written report regarding business subsidy goals and results by no later than February 1 of each year, commencing February l, 2016 and continuing until the later of(i) the date the goals stated Section 3.4(a)(3) are met; (ii) 30 days after expiration of the period described in Section 3.4(a)(6); or (iii) if the goals are not met, the date the subsidy is repaid in accordance with Section 3.4(c). The report must comply with Section 116J.994, subdivision 7 of the Business Subsidy Act. The City will provide information to the Lessee regarding the required forms. If the Lessee fails to timely file any report required under this Section, the City will mail the Lessee a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Lessee fails to provide a report, the Lessee must pay to the City a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section is $1,000. Section 3.5. Payment of Administrative Costs. The parties agree that "Administrative Costs" will be paid from the City's authorized administrative allowance of Tax Increment, and that neither the Developer nor the Lessee has any obligation to reimburse the City for such expenditures. For purposes of this section, "Administrative Costs" means out of pocket costs incurred by the City together with staff costs of the City, all attributable to or incurred in connection with the negotiation and preparation of this Agreement,the TIF Plan, and other documents and agreements in connection with the development of the Development Property. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 1� �♦ t 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 approved Construction Plans, and Lessee agrees that it will operate and maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Construction Plans. (a) Before commencement of construction of the Minimum Improvements, the Developer shall submit to the City completed Construction Plans. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with the Development Plan, the TIF Plan, this Agreement, and all applicable State and local laws and regulations. The City will approve the Construction Plans in writing if: (i) the Construction Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Development Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the Developer for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. No approval by the City shall relieve the Developer of the obligation to comply with the terms of this Agreement or of the Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the City shall constitute a waiver of an Event of Default. If approval of the Construction Plans is requested by the Developer in writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the City, in whole or in part. Such rejections shall set forth in detail the reasons therefor, and shall be made within 30 days after the date of their receipt by the City. If the City rejects any Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within 30 days after written notification to the Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City. The City's approval shall not be unreasonably withheld. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements, constructed in accordance with said plans) comply to the City's satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any material change in the Construction Plans after their approval by the City, the Developer shall submit the proposed change to the City for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the City shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed 458916v4 MNI AL141-63 1 1 approved by the City unless rejected, in whole or in part, by written notice by the City to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. The City's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Developer must commence construction of the Minimum Improvements by no later than July 31, 2015. Subject to Unavoidable Delays, the Developer must substantially complete construction of the Minimum Improvements by December 31, 2015. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in conformity with the Construction Plans as submitted by the Developer and approved by the City. The Developer agrees for itself, its successors and assigns, and every successor in interest to the Development Property, or any part thereof, that the Developer, and such successors and assigns, shall promptly begin and diligently prosecute to completion the Development of the Development Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. Until construction of the Minimum Improvements by the Developer has been completed, the Developer shall make reports, in such detail and at such times as may reasonably be requested by the City, as to the actual progress of the Developer with respect to such construction. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Developer to construct the Minimum Improvements (including the dates for beginning and completion thereo fl, the City will furnish the Developer with a Certificate of Completion in substantially the form provided in Schedule C. Such certification by the City shall be (and it shall be so provided in the certification itsel� a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer or Lessee to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) The certificate provided for in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Development Property. If the City shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the City shall, within thirty (30) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the City, for the Developer to take or perform in order to obtain such certification. 458916v4 MNI AL141-63 IZ (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Developer has received a certificate of occupancy issued by the City for the Minimum Improvements. (The remainder of this page is intentionally left blank.) 458916v4 MNl AL141-63 13 ARTICLE V Insurance Section 5.1. Insurance. The Developer or Lessee will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form Basis Insurance Policy and, from time to time during that period, at the request of the City, furnish the City with proof of payment of premiums on policies covering the following: (i) 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 Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so-called "all risk" form of policy. The interest of the City shall be protected in accordance with a clause in form and content satisfactory to the City; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Policy with limits against bodily injury and property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. (b) Upon completion of construction of the Minimum Improvements and prior to the Ternunation Date, the Developer shall cause the Lessee to maintain, at its cost and expense, and from time to time at the request of the City shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss andlor damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of$1,000,000, and shall be endorsed to show the City as an additional insured. (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Lessee, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure; provided that the Lessee may be self-insured with respect to all or any part of its liability for workers' compensation. 458916v4 MNI AL141-63 14 (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Developer or the Lessee that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Developer or Lessee will deposit annually with the City policies evidencing all such insurance, or a certificate or certificates ar binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Developer or Lessee and the City at least 30 days before the cancellation or modification becomes effective. In lieu of separate policies, the Developer or Lessee may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer or Lessee shall deposit with the City a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Developer agrees to notify the City immediately in the case of damage exceeding $100,000 in amount to, ar destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Developer or the Lessee will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Developer or Lessee will apply the net proceeds of any insurance relating to such damage received by the Developer or Lessee to the payment or reimbursement of the costs thereof. The Developer or Lessee shall complete the repair, reconstruction and restoration of the Minimum Improvements, regardless of whether the net proceeds of insurance received by the Developer or Lessee for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Developer or Lessee, as applicable. (e) Notwithstanding anything to the contrary contained in this Agreement, in the event of damage to the Minimum Improvements in excess of$100,000, if the Developer or Lessee fails to complete any repair, reconstruction or restoration of the Minimum Improvements within three years from the date of damage, the City may, at its option, terminate the Note as provided in Section 9.2 hereof. (� The Developer,the Lessee, and the City agree that all of the insurance provisions set forth in this Article V shall terminate upon the Termination Date. Section 5.2. Subordination. Notwithstanding anything to the contrary contained in this Article V, the rights of the City with respect to the receipt and application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a Mortgage approved pursuant to Article VII of this Agreement. 458916v4 MNI AL141-63 15 ARTICLE VI Delinquent Taxes and Review of Taxes Section 6.1. Right to Collect Delinquent Taxes. Developer agrees for itself, its successors and assigns, that in addition to the obligation pursuant to statute to pay real estate taxes, it is also obligated by reason of this Agreement to pay before delinquency, or to cause Lessee to pay before delinquency, all real estate taxes assessed against the Development Property and the Minimum Improvements. The Developer acknowledges that this obligation creates a contractual right on behalf of the City through the Termination Date to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the county auditor. In any such suit in which the City is the prevailing party, the City shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Developer and Lessee agree that prior to the Termination Date they will not cause a reduction in the real property taxes paid in respect of the Development Property through: (a) willful destruction of the Development Property or any part thereof; or (b) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement, except as otherwise provided in Section 5.1(e). The Developer and Lessee also agree that they will not, prior to the Termination Date, apply for a deferral of property tax on the Development Property pursuant to any law, or transfer or permit transfer of the Development Property to any entity whose ownership or operation of the property would result in the Development Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or City in accordance with this Agreement). (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 16 � . � ARTICLE VII Financin� Section 7.1. Financin�. (a) Before issuance of the Note to the Lessee, the Developer shall submit to the City evidence of one or more commitments for mortgage financing which, together with committed equity for such construction, is sufficient for the construction of the Minimum Improvements. Such commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long-term take-out financing commitment, or any combination of the foregoing. Such commitment or commitments for short term ar long term mortgage financing shall be subject only to such conditions as are normal and customary in the mortgage banking industry. (b) If the City finds that the mortgage financing is sufficiently committed and adequate in amount to provide for the construction of the Minimum Improvements, then the City shall notify the Developer in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within thirty (30) days from the date when the City is provided the evidence of financing. A failure by the City to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the City rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Developer shall submit adequate evidence of financing within thirty (30) days after such rejection. Approval of any subordination agreement under Section 7.3 hereof will constitute approval of financing for the purposes of this Section. Section 7.2. City's Option to Cure Default on Mort�ge. In the event that there occurs a default under any Mortgage authorized pursuant to Article VII of this Agreement, the Developer shall cause the City to receive copies of any notice of default received by the Developer from the holder of such Mortgage. Thereafter, the City shall have the right, but not the obligation, to cure any such default on behalf of the Developer within such cure periods as are available to the Developer under the Mortgage documents. In the event there is an event of default under this Agreement, the City will transmit to the Holder of any Mortgage a copy of any notice of default given by the City pursuant to Article IX of this Agreement. Section 7.3. Subordination and Modification for the Benefit of Mort�ee. In order to facilitate the Developer obtaining financing for construction of the Minimum Improvements according to the Construction Plans, the City agrees to subordinate its rights under this Agreement, provided that (a) such subordination shall be subject to such reasonable terms and conditions as the City and Holder mutually agree in writing, and (b) the City's obligation to subordinate is contingent on the City's approval of the financing in accordance with Section 7.1 hereof. 458916v4 MNI AL141-63 1� ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Development. The Developer represents and agrees that its purchase of the Development Property or portions thereof, and its other undertakings pursuant to this Agreement, are, and will be used, for the purpose of Development of the Development Property and not for speculation in land holding. Section 82. Prohibition Against Developer's Transfer of Property and Assignment of Agreement. The Developer represents and agrees that until the Termination Date: (a) Except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Development Property or any part thereof or any interest therein (a "Transfer"), or any contract or agreement to do any of the same, without the prior written approval of the City unless the Developer remains liable and bound by this Development Agreement in which event the City's approval is not required. Any such Transfer shall be subject to the provisions of this Agreement. It is expressly understood that the Lease between the Developer and Lessee does not constitute a Transfer for purposes of this Agreement. (b) In the event the Developer, upon Transfer or assignment of the Development Property or any portion thereof, seeks to be released from its obligations under this Development Agreement as to the portions of the Development Property that is transferred or assigned, the City shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the City, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer as to the portion of the Development Property to be transferred. (ii) Any proposed transferee, by instrument in writing satisfactory to the City and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the City, have expressly assumed all of the obligations of the Developer under this Agreement as to the portion of the Development Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Developer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Development Property, or any part thereof, shall not, for whatever reason, have assumed such 458916v4 MNI AL141-63 1$ obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the City) deprive the City of any rights or remedies or controls with respect to the Development Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the City of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the City would have had, had there been no such transfer or change. In the absence of specific written agreement by the City to the contrary, no such transfer or approval by the City thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the Transfer of any interest in this Agreement or the Development Property governed by this Article VIII, shall be in a form reasonably satisfactory to the City. In the event the foregoing conditions are satisfied then the Developer shall be released from its obligation under this Agreement, as to the portion of the Development Property that is transferred, assigned or otherwise conveyed. Section 8.3. Release and Indemnification Covenants. (a) The Developer and Lessee release from and covenant and agree that the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the City and the governing body members, officers, agents, servants and employees thereof 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) Except for any willful misrepresentation or any willful or wanton misconduct of the following named parties, the Developer and Lessee agree to protect and defend the City and the governing body members, officers, agents, servants and employees thereof, now or forever, and further agree to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) The City and the governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the Developer, the Lessee, or their officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person, other than the City. 458916v4 MNI AL141-63 19 (d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 20 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides): (a) any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement or under any other agreement entered into between the Developer or Lessee and the City in connection with development of the Development Property; and (b) any default by Developer or Lessee under a Mortgage, if any. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may exercise its rights under this Section 9.2 after providing thirty 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 thirty days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances 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 the Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under the Agreement. (b) Cancel and rescind or terminate the Agreement and/or the Note. (c) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. (d) Notwithstanding anything to the contrary herein, in the case of defaults by Lessee described in Section 3.4, the City has the additional remedies specified therein, subject to the qualification described in Section 10.3. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City, Developer, or Lessee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle 458916v4 MNI AL141-63 21 the City to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any 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. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 22 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; City Representatives Not Individually Liable. The City, the Developer, and the Lessee, to the best of their respective knowledge, represent and agree that no member, official, or employee of the City shall have any personal 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 personal interests or the interests of any corporation, liability company, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City shall be personally liable to the Developer or Lessee, or any successor in interest, in the event of any default or breach by the City or City or far any amount which may become due to the Developer, Lessee, or successor or on any obligations under the terms of the Agreement. Section 10.2. EcLual Employment O�portunitX. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer agrees that until the Termination Date, . the Developer, the Lessee, and any successors and assigns, shall use the Development Property and the Minimum Improvements thereon only as a Qualified Facility, provided that after expiration of the five-year period described in Section 3.4(c), the repayment remedy described in Section 3.4(d) may not be imposed on Lessee for default under this Section, and City is limited to any other remedies available under Article IX hereo£ Further, until the Termination Date the Developer and Lessee shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Development Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Development Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by any party to the others shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Developer, is addressed to or delivered personally to the 458916v4 MNI AL141-63 23 Developer at Glacier Ridge Properties, LLC, 19138 Lincoln Street NW, Elk River, MN 55330; (b) in the case of the Lessee, is addressed to or delivered personally to the Lessee at Mold-Tech, Inc., 5166 Barthel Industrial Drive NE, Albertville, MN 55301; and (c) in the case of the City, is addressed to or delivered personally to the City at City of Albertville, 5959 Main Avenue NE, P.O. Box 9, Albertville, Minnesota 55301, Attn: City Administrator; 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. Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recordin�. The City may record this Agreement and any amendments thereto with the County recorder. The Developer shall pay all costs for recording. Section 10.9. Amendment. This Agreement may be amended only by written agreement approved by the City,the Developer, and the Lessee. Section 10.10. Ci�pprovals. Unless otherwise specified, any approval required by the City under this Agreement may be given by the City Representative. Section 10.11. Termination. This Agreement terminates on the Ternlination Date. Section 10.12. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. (The remainder of this page is intentionally left blank.) 458916v4 MNI AL141-63 24 � ' r� IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Developer and Lessee have caused this Agreement to be duly executed in their name and behalf on or as of the date first above written. CITY OF ALBERTVILLE, MINNESOTA By � a�--� ts ayor B � �� Its City Admin� rator ` STATE OF MINNESOTA ) ) SS. COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this��ay of /'� I 2015, by Jillian Hendrickson and Adam Nafstad, the Mayor and City Administrator of the City of Albertville, Minnesota, a Minnesota municipal corporatio on beh lf of the City ' �, Notary Public ."�,�" ,,'4_ KimberlyA. Olson ;i Notary Public `'�� s�` Minnesota `��;"'::s``My Commissron Ex pira January 31,2020 S-1 458916v4 MNI AL141-63 ; GLACIER RIDGE PROPERTIES, LLC gy '� � Its �c�.�c',�/�L STATE OF MINNESOTA ) ) SS. COUNTY OF �-� �h�' ) The foregoing instrument was acknowledged b� me this �2�' day of i , 2015 by �on �} - Lee , the / .�S r d��-�f of Glacier Ridge Properties, LLC, a Minnesota limited liability company, on e alf of the li �ility c�pany. , ' Notary Pu lic � �yv DEBORAH J.BEISE '� Notary Public Minnt�sota . Commission Ex ir2^,�anua 39,2020 S-2 458916v4 MNI AL141-63 � MOLD-TECH, INC. By � Its ��t5i��1�-- STATE OF MINNESOTA ) ) SS. COUNTY OF l,�jdL�� ) _ The foregoing instrument was acknowledged b re me this ��`�day of �r'i , 2015 by ,J��1 � L�'C- , the � -��s i�(.�� of Mold-Tech, Inc., a Minnesota corporation, on behalf of the corporation. � J / � - � � �� - Notary ublic � �� . DEBORAN J.BEISE �+ Plotary Public Minnesota ommtssion Ex ires Janua 31,2020 S-3 458916v4 MNI AL141-63 ' f '1 SCHEDULE A DESCRIPTION OF DEVELOPMENT PROPERTY Lot 3, Block 10, Barthels Industrial Park, as recorded in the Wright County Recorder's office, Wright County, Minnesota. 458916v4 MNI AL141-63 A-] � � � . SCHEDULE B AUTHORIZING RESOLUTION CITY OF ALBERTVILLE RESOLUTION NO. RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE NOTE TO MOLD-TECH, INC. AND APPROVING A CONTRACT FOR PRIVATE DEVELOPMENT WITH GLACIER RIDGE PROPERTIES LLC AND MOLD-TECH, INC. BE IT RESOLVED BY the City Council ("Council") of the City of Albertville, Minnesota (the "City") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The City of Albertville has heretofore approved the establishment of its T� Increment Financing District No. 16 (the "TIF District") within Municipal Development District No. 1 ("Development District"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Development District. Pursuant to Minnesota Statutes, Section 469.178, the City is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The City hereby finds and determines that it is in the best interests of the City that it issue and sell its T� Increment Revenue Note, Series 2015 (Mold-Tech Project) (the "Note") for the purpose of financing certain public development costs of the Development District. 1.02. Issuance, Sale, and Terms of the Note. (a) The City hereby approves the Contract for Private Development dated as of , 2015 (the "Agreement"), between the City, Glacier Ridge Properties, LLC, and Mold-Tech, Inc. (the "Owner"), and authorizes the Mayor and City Administrator to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. (b) The City hereby approves issuance of the Note pursuant to the Agreement. The Note shall be issued in the maYimum aggregate principal amount of $98,000 to the Owner in B-1 458916v4 MNI AL141-63 , • . consideration of certain eligible costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at the rate of 3.0% per annum to the earlier of maturity or prepayment. The Note will be issued in a single series designated Series 2015 (Mold- Tech Project), issued in the principal amount of $98,000 to reimburse the Owner for Public Development Costs in accordance with Section 33(b) of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The City hereby delegates to the Finance Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue: (The remainder of this page is intentionally left blank.) B-2 458916v4 MNI AL141-63 , , UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF ALBERTVILLE No. R-1 $ TAX INCREMENT REVENUE NOTE SERIES 2015 (MOLD-TECH PROJECT) Date Rate of Ori�inal Issue 3.0% The City of Albertville ("City") for value received, certifies that it is indebted and hereby promises to pay to Mold-Tech, Inc. or registered assigns (the "Owner"), the principal sum of $ and to pay interest thereon at the rate of 3.0% per annum, but solely from the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Contract for Private Development between the City, Glacier Ridge Properties LLC, and the Owner, dated as of , 2015 (the "Agreement"), unless the context requires otherwise. 1. Payments. Principal and interest ("Payments") shall be paid on August 1, 20 and each February 1 and August 1 thereafter to and including February 1, 20_("Payment Dates") in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the City. 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 at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a 360-day year consisting of 12 months of 30 days. 3. Available T� Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean 90% of the T� Increment attributable to the Minimum Improvements and Development Property that is paid to the City by Wright County in the six months preceding each Payment Date on the Note, pursuant to Section 3.3 of the Agreement. Available Tax Increment shall not include any T� Increment if, as of any Payment Date,there is an uncured Event of Default under the Agreement. B-3 458916v4 MNI AL141-63 1 � l 7 (b) The City shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available T� Increment and the failure of the City to make Payments on any Payment Date shall not constitute a default hereunder as long as the City pays principal or interest hereon to the extent of Available Tax Increment. The City shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 20_. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the City may withhold from payments hereunder all Available T� Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within 30 days after the Event of Default is cured. If the Event of Default is not cured in a timely manner, the City may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. The principal sum payable under this Note is prepayable in whole or in part at any time by the City without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note. 6. Nature of Obli�ation. This Note is one of an issue in the total principal amount of $ , issued to aid in financing certain public development costs of a Development District undertaken by the City pursuant to Minnesota Statutes, Sections 469.124 through 469.134, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City on , 20_, and 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 City which is payable solely from Available T� Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the City. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available T� 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 or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the City kept for that purpose at the principal office of the City Finance Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the City, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the City with respect to such 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. B-4 458916v4 MNI AL141-63 �� [ )^ Except as otherwise provided in Section 3.3(c) of the Agreement, this Note shall not be transferred to any person or entity, unless the City has provided written consent to such transfer and the City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such transfer is exempt 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 City 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 City Council of the City of Albertville has caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all as of the Date of Original Issue specified above. CITY OF ALBERTVILLE City Administrator Mayor REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Ciry Finance Director, in the name of the person last listed below. Date of Signature of Registration Registered Owner City Finance Director Mold-Tech, Inc. Federal Tax I.D. No. 41-1325122 B-5 458916v4 MNI AL141-63 .�t • ` 7� Section 3. Terms, Execution and Deliverv. 3.01. Denomination, Pa.�. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall 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 such day is a business day. 3.03. Re�istration. The City hereby appoints the City Finance 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 City and the Registrar with respect thereto sha11 be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall 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 shall 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 shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, that such 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 such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The City 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 shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made B-6 458916v4 MNI AL141-63 y �i {1 to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Note to the extent of the sum or sums so paid. (fl Taxes, Fees and Char�es. 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 such transfer or exchange. (g) Mutilated, Lost, Stolen or Destro_yed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such 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 such 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 City and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the City Finance Directar and shall be executed on behalf of the City by the signatures of its Mayor and Administrator. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the City Administrator to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pled�e. The City hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available TaY Increment shall be applied to payment of the principal of and interest on 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 City shall 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 City irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the Available Tax Increment. Any Available TaY Increment remaining in the Bond Fund shall be transferred to the City's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obli at� ions. The City may not apply or pledge Available Tax Increment in excess of the amount needed to make Payments due on each Payment Date, to any other obligations (including without limitation any additional interfund loan). B-7 458916v4 MNI AL141-63 � w� � Section 5. Certification of Proceedin�s. 5.01. Certification of Proceedin�s. The officers of the City are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the City, and such 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 such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon approval. Approved by the City Council of the City of Albertville, Minnesota, this_day of April, 2015. Mayor ATTEST: City Clerk B-8 4�8916v4 MNI AL141-63 :M �.�3 1� SCHEDULE C CERTIFICATE OF COMPLETION The undersigned hereby certifies that Glacier Ridge Properties, LLC (the "Developer") has fully complied with its obligations under Articles III and IV of that document titled "Contract for Private Development," dated April 20, 2015 between the City of Albertville, Minnesota, the Developer, and Mold-Tech, Inc. (the "Agreement"), with respect to construction of the Minimum Improvements in accordance with Article IV of the Agreement, and that the Developer is released and forever discharged from its obligations with respect to construction of the Minimum Improvements under Articles III and IV of the Agreement. Dated: , 20 . CITY OF ALBERTVILLE, MINNESOTA By City Representative GI 458916v4 MNI AL141-63