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HomeMy WebLinkAboutItem 06.j Date: Item No. FIRST AMENDMENT TO LAUNCH PARK FIRST ADDITION DEVELOPMENT CONTRACT AND PUBLIC IMPROVEMENT & SPECIAL ASSESSMENT AGREEMENT WITH HAT TRICK INVESTMENTS Proposed Action Staff recommends adoption of the following motion: Move to approve the First Amendment to Development Contract for Launch Park First Addition, a Public Improvement and Special Assessment Agreement with Hat Trick Investments and a Consent to a Collateral Assignment of a Development Agreement. Overview At its April 17th, 2017 meeting, the City Council approved a resolution accepting a petition from the Developer of Launch Park First Addition requesting the City construct the required public improvements (222nd Street Roadway and Utility Improvements) (City Project 17-07) associated with the Launch Park First Addition development project and be assessed 100% of the project costs. The development contract amendment, public improvement and special assessment agreement, and collateral assignment of a development agreement identify the terms and conditions of the assessment for the Developer and the adjacent benefitting property owner. The assessments include all costs of City Project 17-07. Primary Issues to Consider • The Developer shall reimburse the City if total project costs for City Project 17-07 exceed the original amount assessed to all properties assessed for the costs of City Project 17-07, including those both within and outside the Launch Park First Addition plat. • The assessment to all parcels within and outside the Launch Park First Addition plat will be reduced proportionally if the total costs of City Project 17-07 are less than the amounts assessed by the City. Supporting Information • First Amendment to Development Contract – Launch Park First Addition • Public Improvement & Special Assessment Agreement • Collateral Assignment of Development Agreement and Tax Increment Financing Note Financial Impact: $ Budgeted: Y☒ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Diversified Economic Development Report Completed by: Zach Johnson, City Engineer June 19, 2017 1,402,428.76 Bonds & Special Assmts. CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION NO. _____ RESOLUTION APPROVING AND ADOPTING FIRST AMENDMENT TO DEVELOPMENT CONTRACT AND ASSESSMENTS WHEREAS, Hat Trick Investments, LLC, a Minnesota limited liability company, (“Owner”) is the fee owner of property located in the City of Lakeville, Dakota County, Minnesota, legally described in Exhibit A, attached hereto and incorporated herein (“Property”) to be platted as Launch Park First Addition and developed pursuant to a Development Contract between the City and Lakeville 222nd 2017, LLC, a Minnesota limited liability company, (“Developer”) dated May 15, 2017; WHEREAS, Owner and Developer have requested assessment of a portion of the costs of City Improvement Project 17-07, together with associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits and publications against the Property; WHEREAS, the City has received the attached signed First Amendment to Development Contract, attached hereto as Exhibit B, (“Amendment to Development Contract”) that includes assessment of a portion of the costs for City Improvement Project 17-07 and waiving all applicable assessment procedural requirements and requesting to be assessment for the public improvement costs in the amount itemized therein against the Property; NOW THEREFORE, BE IT RESOLVED by the City Council of Lakeville, Minnesota: 1. The Amendment to Development Contract is hereby accepted and approved. 2. A special assessment in the principal amounts of $701,214.38 is hereby imposed against the Property, which shall be allocated following recording of the plat for Launch Park First Addition as follows: Lot 1, Block 1 = $361,826.62 Outlot A = $339,387.76 3. Such assessment shall be payable in equal annual installments extending over a period of 10 years, the first of the installments to be payable with the first installment of the 2018 property taxes, and shall bear interest at the rate of 5% per annum from the date of the adoption of this assessment resolution. To the first installment shall be added interest on the entire assessment from the date of this resolution until December 31, 2017. To each subsequent installment when due shall be added interest for one year on all unpaid installments. 4. The owner of the Property may, at any time prior to certification of the assessment to the County Auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the city , except that no interest shall be charged in the entire assessment is paid within 60 days from the adoption of this resolution; and he may, at any time thereafter, pay to the city treasurer the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the next succeeding year. 5. The City Clerk shall forthwith transmit a certified duplicate of this assessment to the County Auditor to be extended on the property tax lists of the County. Such assessments shall be collected and paid over in the same manner as other municipal taxes. ADOPTED by the Lakeville City Council the _______ day of ______________ 2017. CITY OF LAKEVILLE BY: ______________________________ Douglas P. Anderson, Mayor ATTEST: _____________________________ Charlene Friedges, City Clerk EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that part of the Northwest Quarter of Section 3, Township 113, Range 20, lying southerly of a line drawn northeasterly from the west line of said Northwest Quarter, distant 988.42 feet south of the northwest corner of said Northwest Quarter to a point on the east line of said Northwest Quarter distant 818.14 feet south of the northeast corner, and which lies northerly of the south 1000 feet thereof. EXHIBIT B First Amendment to Development Contract CITY OF LAKEVILLE DAKOTA COUNTY, MINNESOTA RESOLUTION NO. _____ RESOLUTION APPROVING AND ADOPTING A PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT AND ASSESSMENTS WHEREAS, Hat Trick Investments, LLC, a Minnesota limited liability company, (“Owner”) is the fee owner of property located in the City of Lakeville, Dakota County, Minnesota, legally described in Exhibit A, attached hereto and incorporated herein (“Property”); WHEREAS, Owner has requested assessment of a portion of the costs associated with the City Improvement Project 17-07, together with associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits and publications against the Property; WHEREAS, the City has received the attached signed Public Improvement and Special Assessment Agreement, attached hereto as Exhibit B, (“Assessment Agreement”) that includes assessment of a portion of the costs for City Improvement Project 17-07 and waiving all applicable assessment procedural requirements and requesting to be assessment for the public improvement costs in the amount itemized therein against the Property; NOW THEREFORE, BE IT RESOLVED by the City Council of Lakeville, Minnesota: 1. The Assessment Agreement is hereby accepted and approved. 2. A special assessment in the principal amount of $701,214.38 is hereby imposed against the Property. 2. Such assessment shall be payable in equal annual installments extending over a period of 10 years, the first of the installments to be payable with the first installment of the 2018 property taxes, and shall bear interest at the rate of 5% per annum from the date of the adoption of this assessment resolution. To the first installment shall be added interest on the entire assessment from the date of this resolution until December 31, 2017. To each subsequent installment when due shall be added interest for one year on all unpaid installments. 3. The owner of the Property may, at any time prior to certification of the assessment to the County Auditor, pay the whole of the assessment on such property, with interest accrued to the date of payment, to the city , except that no interest shall be charged in the entire assessment is paid within 60 days from the adoption of this resolution; and he may, at any time thereafter, pay to the city treasurer the entire amount of the assessment remaining unpaid, with interest accrued to December 31 of the year in which such payment is made. Such payment must be made before November 15 or interest will be charged through December 31 of the next succeeding year. 4. The City Clerk shall forthwith transmit a certified duplicate of this assessment to the County Auditor to be extended on the property tax lists of the County. Such assessments shall be collected and paid over in the same manner as other municipal taxes. ADOPTED by the Lakeville City Council the _______ day of ______________ 2017. CITY OF LAKEVILLE BY: ______________________________ Douglas P. Anderson, Mayor ATTEST: _____________________________ Charlene Friedges, City Clerk EXHIBIT A Legal Description of Property All that part of the Northwest Quarter of Section 3, Township 113, Range 20, lying northerly of a line drawn northeasterly from the west line of said Northwest Quarter, distant 988.42 feet south of the northwest corner of said Northwest Quarter to a point on the east line of said Northwest Quarter distant 818.14 feet south of the northeast corner. EXHIBIT B Public Improvement and Special Assessment Agreement 1 192794v4 (reserved for recording information) FIRST AMENDMENT TO DEVELOPMENT CONTRACT LAUNCH PARK FIRST ADDITION THIS FIRST AMENDMENT TO DEVELOPMENT CONTRACT (“Amendment”) is made this ___ day of June, 2017, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation (“City”) and LAKEVILLE 222ND 2017, LLC, a Minnesota limited liability company (the “Developer”). 1. EFFECT OF DEVELOPMENT CONTRACT. The Development Contract dated _____________, 2017, and filed for record with the Dakota County Recorder on ____________, as Document No. __________ for the plat of Launch Park First Addition (“Development Contract”) shall remain in full force and effect except as specifically amended herein. 2. AMENDMENT TO PARAGRAPH 27(B). Paragraph 27(B) of the Development Contract is amended to read as follows: B. Before the City signs the final plat, the Developer shall furnish to the City an appropriately executed public temporary turnaround easement, in recordable form, and shall also provide a cash fee of $2,000.00 for future removal of the temporary cul-de-sac. 2 192794v4 The Developer will be required to construct and extend 222nd Street to the east plat boundary of Outlot A, Launch Park First Addition, at the time Outlot A is platted into lots and blocks. 3. AMENDMENT TO PARAGRAPH 27(E). Paragraph 27(E) of the Development Contract is amended to read as follows: E. At its April 17, 2017 meeting, the City Council approved a resolution accepting a petition from the Developer requesting the City construct the required public improvements associated with Launch Park First Addition and be assessed for the entire cost of the project. At its same meeting, the Council approved a resolution approving a feasibility report, ordering improvements and declaring intent to bond for the 222nd Street and Utility Improvement Project, City Project 17-07. The project would include the construction of 222nd Street, watermain, sanitary sewer, storm sewer, and turn lane improvements along Cedar Avenue. The City intends to receive bids and award a contract for construction in June, 2017. The Developer shall submit the security required by the terms of Section 28 (Public Construction Costs) with the f inal plat guaranteeing completion of the public improvements and costs for construction of public improvements, surveying, design, inspection, as-builts, legal fees, engineering administration. The property to be platted as Lot 1, Block 1 and Outlot A, Launch Park First Addition, is hereby subjected to the following special assessments benefiting the properties for a portion of the costs of City Improvement Project 17-07 (the “Improvements”), which include associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits and publication fees. The City will assess a portion of the total cost of the Improvements to Lot 1, Block 1 and Outlot A, Launch Park First Addition based on the lot/outlot frontage of such 3 192794v4 properties with 222nd Street right-of-way in the amount of $701,214.38, to be split between and assessed against such properties as follows: $361,826.62 to Lot 1, Block 1 and $339,387.76 to Outlot A. The special assessment shall be deemed adopted on the date this Agreement has been signed by all parties. The assessment shall be spread without deferment over a ten (10) year period in equal annual installments, together with interest of five percent (5%) per year on the unpaid balance. The first installment shall be payable with taxes paid in 2018. Developer, its successors and assigns, waive any and all procedural and substantive objections to the Public Improvements and special assessment, including but not limited to hearing requirements and any claim that the assessment exceeds the benefit to the Subject Property. Developer waives any appeal rights otherwise available pursuant to Minn. Stat. § 429.081. Developer shall be responsible for payment of all costs of the Improvements, which include associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits and publication fees that exceed the original amount assessed to all properties assessed for the costs of the Improvements, located both within and outside the Launch Park First Addition plat. Developer shall reimburse the City for such excess costs within 30 days of the receipt of an invoice for the costs by the City. In the event that the total costs of the Improvements are less than the amounts assessed by the City for the Improvements to all parcels within and outside the Launch Park First Addition plat (the "Deficiency"), the respective assessments to Lot 1 Block 1 and Outlot A will each be reduced proportionately by multiplying the amount of the Deficiency by a fraction, the numerator of which is the assessment amount for the applicable parcel set forth above, and the denominator of which is the total assessment amount for all parcels assessed for the Improvements. 4 192794v4 4. AMENDMENT TO PARAGRAPH 28 . Paragraph 28 of the Development Contract is amended to read as follows: 28. SUMMARY OF SECURITY REQUIREMENTS. To guarantee compliance with the terms of this Contract, payment of real estate taxes including interest and penalties, payment of special assessments, payment of the costs of all public improvements, and construction of all public improvements, the Developer shall furnish the City with a cash escrow, letter of credit or alternate security, in the form attached hereto, from a bank ("security") for $475,579.00. If an alternate security is furnished, the Developer shall also furnish a letter of credit for twenty-five percent (25%) of the alternate security amount to cover any contract increases. The amount of the security was calculated as follows: CONSTRUCTION COSTS: A. Grading, Erosion Control, and Restoration $291,000.00 CONSTRUCTION SUB-TOTAL $291,000.00 OTHER COSTS: A. Developer’s Design (3.0%) $ 8,730.00 B. Developer’s Construction Survey (2.5%) 7,275.00 C. City Legal Expenses (Est. 0.5%) 1,455.00 D. City Construction Observation (Est. 5.0%) 14,550.00 E. Developer’s Record Drawings (0.5%) 1,455.00 F. Landscaping 138,414.00 G. Stop Signs and Stop Bars 1,500.00 H. Lot Corners/Iron Monuments 200.00 I. Stormwater Basin Revision 10,000.00 OTHER COSTS SUB-TOTAL $183,579.00 5 192794v4 TOTAL SECURITIES: $475,579.00 This breakdown is for historical reference; it is not a restriction on the use of the security. The bank shall be subject to the approval of the City Administrator. The City may draw down the applicable security, on five (5) business days written notice to the Developer, for any violation of the terms of this Contract pertaining to the applicable security or without notice if the applicable security is allowed to lapse prior to the end of the required term. If the required public improvements are not completed at least thirty (30) days prior to the expiration of the applicable security, the City may also draw it down without notice. If the applicable security is drawn down, the proceeds shall be used to cure the default. Upon receipt of proof satisfactory to the City that work has been completed and financial obligations to the City have been satisfied, with City approval the applicable security may be reduced from time to time by ninety percent (90%) of the financial obligations that have been satisfied. Ten percent (10%) of the amounts certified by the Developer's engineer shall be retained from the applicable security as security until all work has been completed, all financial obligations to the City satisfied, the required "as constructed" plans have been received by the City, a warranty security is provided, and the improvements are accepted by the City Council. The City’s standard specifications for utility and street construction outline procedures for security reductions. Notwithstanding the foregoing, if the Developer enters into a contract to construct the site improvements, the City may draw on the security for any violation of this Contract and will not be restricted to drawings on the applicable security. 5. AMENDMENT TO PARAGRAPH 29. Paragraph 29 of the Development Contract is amended to read as follows: 29. SUMMARY OF CASH REQUIREMENTS. The following is a summary of the cash requirements under this Contract which must be furnished to the City prior to the City Council signing the final plat: A. Sanitary Sewer Availability Charge to be paid with building permit 6 192794v4 B. Park Dedication Fee $ 107,569.00 C. Trunk Storm Sewer Area Charge 257,004.00 D. Traffic Control Signs 900.00 E. Streetlight Operating Fee 1,711.00 F. Future Upgrade of Cedar Avenue 106,522.00 G. Environmental Resources Fee 2,948.00 H. Future Removal of Temporary Cul-de-sac 2,000.00 I. City Base Map Updating 180.00 J. City Engineering Administration 8,730.00 (3% for letters of credit or 3.25% for alternate disbursement) TOTAL CASH REQUIREMENTS $ 487,564.00 6. CONDITION OF AMENDMENT. Although this Amendment shall not encumber or burden the property located in the City of Lakeville, County of Dakota and legally described in Exhibit A, attached hereto and incorporated herein, (“Hat Trick Parcel”), a condition of this Amendment is execution by the owner of the Hat Trick Parcel of a Public Improvement and Special Assessment Agreement in the amount of $701,214.38 for assessment of its share of the total costs of the Improvements against the Hat Trick Parcel. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed this _____ day of ___________________, 2017. [The remainder of this page has been intentionally left blank. Signature pages follow.] 7 192794v4 CITY OF LAKEVILLE BY:_________________________________ Douglas P. Anderson, Mayor (SEAL) AND ________________________________ Charlene Friedges, City Clerk STATE OF MINNESOTA ) )ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2017, by Douglas P. Anderson and by Charlene Friedges, the Mayor and City Clerk of the City of Lakeville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. ________________________________________ NOTARY PUBLIC 9 192794v4 EXHIBIT A LEGAL DESCRIPTION OF HAT TRICK PARCEL All that part of the Northwest Quarter of Section 3, Township 113, Range 20, lying northerly of a line drawn northeasterly from the west line of said Northwest Quarter, distant 988.42 feet south of the northwest corner of said Northwest Quarter to a point on the east line of said Northwest Quarter distant 818.14 feet south of the northeast corner. 10 192794v4 MORTGAGEE CONSENT TO DEVELOPMENT CONTRACT ALLIANCE BANK, a Minnesota corporation, which holds a mortgage on the subject property, the development of which is governed by the Development Contract referenced in the foregoing Amendment, agrees that the Development Contract, as amended by the Amendment, shall remain in full force and effect even if it forecloses on its mortgage. Dated this _____ day of June, 2017. ALLIANCE BANK By: Justin Betzold Its: Vice President STATE OF MINNESOTA ) )ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ____ day of June, 2017, by Justin Betzold the Vice President of Alliance Bank, a Minnesota corporation, on behalf of said corporation. ________________________________________ NOTARY PUBLIC DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 651-452-5000 AMP/cjh 1 192839v1 PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT THIS PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT ("Agreement") is made this ____ day of _______________, 2017, by and between the CITY OF LAKEVILLE, a Minnesota municipal corporation (“City”) and HAT TRICK INVESTMENTS, LLC, a Minnesota limited liability company, (“Owner”). RECITALS A. Owner is the fee owner of property located in Lakeville, Dakota County Minnesota, legally described on Exhibit A attached hereto and incorporated herein (the “Property”); B. The Owner has requested that the Property be assessed for $701,214.38 as Owner’s share of the costs for City Improvement Project 17-07 (the “Improvements”), which include associated legal expenses, engineering administration and staff time, financing (bond issuance), construction observation, surveying, record drawing preparation, permits and publication fees. NOW, THEREFORE, IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES AGREE AS FOLLOWS: 1. PUBLIC IMPROVEMENTS AND FEE WAIVER. The City shall construct the Improvements that specially benefit the Property. 2. SPECIAL ASSESSMENT. The City will assess the Property Seven Hundred One Thousand Two Hundred Fourteen and 38/100ths Dollars ($701,214.38) for Owner's share of the total costs of the Improvements. The special assessment shall be deemed adopted on the date this Agreement has been signed by all parties. The assessment shall be spread without deferment over a ten (10) year period in equal annual installments, together with interest of five percent (5%) per year on the unpaid balance. The first installment shall be payable with taxes paid in 2018. In the event that the total costs of the Improvements are less than the amounts assessed by the City for the Improvements to all parcels within and outside the Launch Park First Addition plat (the "Deficiency"), the assessment to the Property will be reduced proportionately by multiplying the amount of the Deficiency by a fraction, the numerator of which is the assessment amount for the Property set forth above, and the denominator of which is the total assessment amount for all parcels assessed for the Improvements. 2 192839v1 3. WAIVER. Owner, its successors and assigns, waives any and all procedural and substantive objections to the Improvements and special assessment, including but not limited to hearing requirements and any claim that the assessment exceeds the benefit to the Property. Owner waives any appeal rights otherwise available pursuant to Minn. Stat. § 429.081. 4. BINDING EFFECT; RECORDING. This Agreement shall be binding upon Owner and Owner's successors and assigns in title to the Property. This Agreement shall run with the land and may be recorded against the title to the Property. CITY OF LAKEVILLE BY:_________________________________ Douglas P. Anderson, Mayor (SEAL) AND ________________________________ Charlene Friedges, City Clerk STATE OF MINNESOTA ) )ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this ________ day of ______________, 2017, by Douglas P. Anderson and by Charlene Friedges, the Mayor and City Clerk of the City of Lakeville, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public 4 192839v1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that part of the Northwest Quarter of Section 3, Township 113, Range 20, lying northerly of a line drawn northeasterly from the west line of said Northwest Quarter, distant 988.42 feet south of the northwest corner of said Northwest Quarter to a point on the east line of said Northwest Quarter distant 818.14 feet south of the northeast corner. 5 192839v5 MORTGAGEE CONSENT TO PUBLIC IMPROVEMENT AND SPECIAL ASSESSMENT AGREEMENT ALLIANCE BANK, a Minnesota corporation, which holds a mortgage on the subject property, the development of which is governed by the foregoing Public Improvement and Special Assessment Agreement, agrees that the Public Improvement and Special Assessment Agreement shall remain in full force and effect even if it forecloses on its mortgage. Dated this _____ day of June, 2017. ALLIANCE BANK By: Justin Betzold Its: Vice President STATE OF MINNESOTA ) )ss. COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this ____ day of June, 2017, by Justin Betzold the Vice President of Alliance Bank, a Minnesota corporation, on behalf of said corporation. ________________________________________ NOTARY PUBLIC THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, MN 55121 Telephone: 651-452-5000 AMP/cjh Fryberger Draft: 6.19.17 (Space above reserved for recorder’s use.) COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT AND TAX INCREMENT FINANCING NOTE This COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT AND TAX INCREMENT FINANCING NOTE (this “Assignment”) is made and entered into as of __________, 2017, by and among LAKEVILLE 222ND 2017, LLC, a Minnesota limited liability company (“Borrower”), NATIONAL BANK OF COMMERCE, a national banking association (“Lender”), and the CITY OF LAKEVILLE, MINNESOTA (“City”). Capitalized terms used herein without specific definition shall have the meanings given to them in the Development Agreement (as hereinafter defined). A. Borrower is constructing an approximately 286,000 square foot multi-tenant industrial facility of which Menasha Packaging Company, LLC (“Menasha”) will lease approximately 150,000 square feet on the real property described on Exhibit A, attached hereto (the “Property”). B. To assist Borrower in financing the Project, Lender has agreed to make a loan to Borrower in the maximum principal amount of ONE MILLION DOLLARS ($1,000,000) (the “Loan”), evidenced by a Promissory Note and other loan documents (collectively, the “Loan Documents”). C. To further assist Borrower in financing the Project, Borrower, Menasha, and the City have entered into a Contract for Private Development dated ____________, 2017 (the “Contract for Private Development”) and the Borrower and City have also entered into a Development Contract dated ____________, 2017, as amended by First Amendment to Development Contract (as so amended, the “Development Contract” and together with the Contract for Private Development, the “Development Agreements”). Pursuant to the Contract for Private Development, City will issue to Borrower its Tax Increment Revenue Note, Series 2017 (the “TIF Note”) in the principal amount of ONE MILLION DOLLARS ($1,000,000). D. Lender has required, as a condition of making the Loan to Borrower, that Borrower execute and deliver this Assignment to Lender and that City acknowledge and consent to this Assignment. 2 NOW, THEREFORE, in consideration of the foregoing and in order to induce Lender to purchase the Notes, the parties agree as follows: 1. Assignment by Borrower. Borrower hereby transfers and assigns to Lender and grants to Lender a security interest in all of its rights, title and interest in, to and under the Development Agreements and the TIF Note, and any and all payments made thereunder or proceeds thereof, to secure any and all obligations of Borrower to Lender. This Assignment is made to induce Lender to enter into the Loan Documents and make the Loan and for the purpose of securing the performance and observance by Borrower of all of the terms and conditions of the Loan Documents, and all other obligations of Borrower to Lender in connection with the Project. This Assignment shall constitute a perfected, absolute and present assignment, provided that Lender shall not have any right under this Assignment to enforce the provisions of the Development Agreements or exercise any other remedies under this Assignment unless and until Lender delivers an Assumption Notice pursuant to Section 11 of this Assignment. 2. Intentionally omitted. 3. Endorsement of TIF Note. On the date the TIF Note is issued, the Developer shall endorse and deliver the TIF Note to Lender as security for the obligations of Borrower under the Loan Documents. 4. Representations and Warranties of Borrower. Borrower represents and warrants to Lender and agrees as follows: (a) Borrower will not, without the prior written consent of Lender, modify, amend, supplement, terminate, surrender or change in any manner whatsoever the Development Agreements or the TIF Note and will not release or discharge the obligations of any party thereto or modify or extend the time of performance thereunder or the scope of the work thereunder. (b) The Development Agreements and the TIF Note are free and clear of all liens, security interests, assignments and encumbrances other than the assignment and security interest created by this Assignment. (c) Borrower has the full right, power and authority to assign the Development Agreements and the TIF Note free and clear of any and all liens, security interests and assignments. (d) Borrower will keep the Development Agreements and the TIF Note free from any lien, encumbrance, assignment or security interest whatsoever, other than this Assignment and security interest. (e) Borrower will from time to time and at the request of Lender execute such documents and pay the cost of filing and recording the same and do such other acts and things as Lender may request to establish and maintain a perfected security interest in the Development Agreements and the TIF Note which is valid and superior to all liens, claims or security interests whatsoever. 3 (f) There have been no defaults on the part of City or Borrower under the Development Agreements or Menasha under the Contract for Private Development. 5. Intentionally omitted. 6. Covenants of Borrower. Borrower covenants and agrees that prior to the Termination Date (defined below): (a) It shall perform each and every one of its duties and obligations under the Development Agreements and observe and comply with each and every term, covenant, condition, agreement, requirement, restriction and provision of the Development Agreements. (b) It shall give prompt notice to Lender of any claim of or notice of default under the Development Agreements known or given to it together with a copy of any such notice or claim if in writing. (c) At the sole cost and expense of Borrower, Borrower will enforce the full and complete performance of each and every duty and obligation to be performed by City under the Development Agreements and the TIF Note and Menasha under the Contract for Private Development. (d) It will appear in and defend any action arising out of or in any manner connected with the Contract for Private Development and the duties and obligations of Borrower, Menasha or City thereunder. (e) It will appear in and defend any action arising out of or in any manner connected with the Development Contract and the duties and obligations of Borrower and City thereunder. For purposes of this Assignment, the term “Termination Date” means the earliest of (i) the time of completion of foreclosure of either of the mortgage securing the Loan and termination of possession by Borrower, (ii) the time of acceptance by Lender of a deed in lieu of foreclosure of such mortgage, or (iii) the time of release of such mortgage. 7. Intentionally omitted. 8. Lender’s Rights to Act on Behalf of Borrower; Payments under TIF Note. Borrower hereby authorizes Lender during an Event of Default to act on its behalf either in the name of Borrower or Lender in connection with the exercise of any of the rights of Borrower under the Development Agreements. Borrower hereby irrevocably constitutes and appoints Lender as its attorney-in-fact to demand, receive and enforce Borrower’s rights with respect to the Development Agreements and the TIF Note. Borrower agrees to reimburse Lender on demand for any expenses incurred by Lender, or its agents or attorneys, pursuant to the aforesaid authorization. Borrower hereby irrevocably instructs, directs, authorizes and empower all parties to the Development Agreements to recognize the claims of Lender, or its successors or assigns hereunder, and to act upon any instructions or directions of Lender without investigating the reason for any action taken by Lender. 4 9. Intentionally omitted. 10. Intentionally omitted. 11. Lender’s Option to Assume Development Agreements. Upon the occurrence and continuance of an Event of Default under the Loan Documents, the Lender may at its option notify the City and the Borrower in writing that it has elected to assume the obligations of the Borrower under the Development Agreements (such notice is hereinafter referred to as the “Assumption Notice”). Lender shall not have any obligation with respect to the Development Agreements unless and until delivery of an Assumption Notice by Lender to the City. 12. Intentionally omitted. 13. Event of Default. An “Event of Default” shall mean the occurrence of any Event of Default under the Development Agreements, the Loan Documents, or any related documents. 14. Remedies. Upon the occurrence of an Event of Default, Lender may without demand or performance or other demand, advertisement, or notice of any kind, except such notice as may be required under the Uniform Commercial Code, and all of which are, to the extent permitted by law, hereby expressly waived, collect the amounts payable to Borrower pursuant to the Contract for Private Development and the TIF Note and shall hold such amounts free and clear of the interest of Borrower therein and shall be entitled to own, hold, dispose of and otherwise deal with the amounts payable pursuant to the Contract for Private Development and the TIF Note in its own right and name as its own property, or in the name of Borrower or otherwise, exercise any right of Borrower to demand, collect, receive and receipt for, compromise, compound, settle and prosecute and discontinue any suits or proceedings in respect of any or all of the amounts payable pursuant to the Contract for Private Development and the TIF Note; take any action that Lender may deem necessary or desirable in order to collect the amounts payable pursuant to the Contract for Private Development and the TIF Note, including, without limitation, the power to perform or direct the performance by any other party to any contracts which are a part of the Contract for Private Development; exercise any of the remedies available to a secured party under the Uniform Commercial Code and/or to proceed to protect and enforce this Assignment by suits or proceedings or otherwise; and to enforce any other legal or equitable remedy available to Lender. The foregoing remedies are cumulative of and in addition to and are not restrictive of or in lieu of, the rights or remedies provided for or allowed in the Loan Documents or any other instrument given for the security of the Loan, or as provided for or allowed by law or in equity. 15. Indemnity. Unless and until Lender delivers an Assumption Notice, Lender shall have no obligation to perform or satisfy any duty or obligation of Borrower under the Development Agreements. Borrower shall and does hereby indemnify, defend and hold Lender harmless from and against and in respect of any and all actions, causes of action, suits, claims, demands, judgments, proceedings and investigations (or any appeal thereof or relative thereto or other review thereof) of any kind or nature whatsoever, arising out of, by reason of, as a result of or in connection with the Development Agreements or the TIF Note arising from events or circumstances occurring prior to the Termination Date, and any and all liabilities, damages, losses, costs, expenses (including fees of counsel and expenses and disbursements of counsel), 5 amounts of judgment, assessments, fines or penalties, and amounts paid in compromise or settlement, suffered, incurred or sustained by Lender as a result of, or reason of or in connection with any of the matters above. 16. Uniform Commercial Code. To the extent that this Assignment may be governed by the provisions of the Uniform Commercial Code now or hereafter in effect, this Assignment shall be deemed to be a security agreement within the meaning of the Uniform Commercial Code, shall be governed by the provisions thereof and shall constitute a grant to Lender of a security interest in the Development Agreements, the TIF Note, and the proceeds thereof. 17. Choice of Law. Notwithstanding the place of execution of this instrument, the parties to this Assignment have contracted for Minnesota law to govern this Assignment and it is agreed that this Assignment is made pursuant to, and shall be construed and governed by, the laws of the State of Minnesota without regard to the principles of conflicts of law. 18. Notices. Any notices and other communications permitted or required by the provisions of this Assignment (except for telephonic notices expressly permitted) shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as Certified Mail, Return Receipt Requested, bearing adequate postage, or deposited with a reputable private courier or overnight delivery service, and addressed to the address set forth herein. Each such notice shall be effective upon being deposited as aforesaid. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice sent. By giving to the other party hereto at least 10 days notice thereof, either party hereto shall have the right from time to time to change its address and shall have the right to specify as its address any other address within the United States of America. If to Lender National Bank of Commerce 1127 Tower Avenue Superior, Wisconsin 54880 Attention: Bradley D. Roden with a copy to: Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, Minnesota 55802 Attention: Christopher J. Virta If to Borrower: Lakeville 222nd 2017, LLC 800 LaSalle Avenue, Suite 1610 Minneapolis, Minnesota 55402 Attention: Dan Regan with a copy to: ____________________________ ____________________________ ____________________________ ____________________________ 6 Attention: ___________________ If to City: City of Lakeville 20195 Holyoke Avenue Lakeville, Minnesota 55044 Attn: City Clerk with a copy to: Campbell, Knutson Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Attention: Andrea McDowell Poehler 19. Successors and Assigns; Recording. This Assignment shall bind Borrower and Menasha and City and their respective successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. At the option of Lender, this Assignment may be recorded in the land records of Dakota County, Minnesota. S-1 COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT AND TAX INCREMENT FINANCING NOTE Signature Page IN WITNESS WHEREOF, Borrower has executed this Collateral Assignment of Development Agreement and Tax Increment Financing Note as of the date and year first written above. BORROWER: LAKEVILLE 222ND 2017, LLC, a Minnesota limited liability company By:_______________________________ Name: Daniel Regan Title: Chief Manager STATE OF MINNESOTA ) ) ss COUNTY OF ____________ ) The foregoing instrument was acknowledged before me this ____ day of ____________, 2017, by Daniel Regan, the Chief Manager of Lakeville 222nd 2017, LLC, a Minnesota limited liability company, on behalf of said limited liability company. Notary Public S-1 COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT AND TAX INCREMENT FINANCING NOTE Signature Page IN WITNESS WHEREOF, Lender has executed this Collateral Assignment of Development Agreement and Tax Increment Financing Note as of the date and year first written above. LENDER: NATIONAL BANK OF COMMERCE, a national banking association, as Lender By:___________________________________ Name: Bradley D. Roden Title: Senior Vice President, Lead Commercial Banker STATE OF ______________ ) ) ss. COUNTY OF ___________ ) The foregoing instrument was acknowledged before me this _____ day of _______________, 2017, by Bradley D. Roden, the Senior Vice President, Lead Commercial Banker of NATIONAL BANK OF COMMERCE, a national banking association, on behalf of such national banking association. ___________________________________ Notary Public S-2 CONSENT TO COLLATERAL ASSIGNMENT OF DEVELOPMENT AGREEMENT AND TAX INCREMENT FINANCING NOTE Signature Page IN WITNESS WHEREOF, City hereby consents to this Collateral Assignment of Development Agreement and Tax Increment Financing Note as of the date and year first written above. CITY: CITY OF LAKEVILLE, MINNESOTA By Its Mayor By Its City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this ____ day of ________________, 2017, by Douglas P. Anderson and Charlene Friedges, the Mayor and City Clerk, respectively, of the CITY OF LAKEVILLE, MINNESOTA, a municipal corporation, under the laws of the State of Minnesota, on behalf of such municipal corporation. ___________________________________ Notary Public PREPARED BY AND WHEN RECORDED RETURN TO: Fryberger, Buchanan, Smith & Frederick, P.A. 302 West Superior Street, Suite 700 Duluth, Minnesota 55802 Attention: Christopher J. Virta M:\DOCS\13976\000136\AGM\15P075108.DOCX EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Lot 1, Block 1, Launch Park First Addition, County of Dakota, State of Minnesota, according to the recorded plat thereof.