5.1. SR 11-21-2005
Item 5.1.
MEMORANDUM
TO: Mayor and City Council
FROM: Catherine Mehelich, Director of Economic Developmen~
DATE: November 21, 2005
SUBJECT: Public Hearing - Consider Resolution Authorizing Execution of
a Tax Abatement and Business Subsidy Agreement with Quality
Label, Inc.
Attachments
· Staff Report dated November 14,2005 Regarding EDA Recommendation
· Public Hearing Notice
· Resolution Approving Property Tax Abatement & Business Subsidy Agreement
· DRAFT Tax Abatement and Business Subsidy Agreement
Issue
A request for property tax abatement/tax rebate fInancing has been made by Quality Label,
Inc. for their proposed industrial development. The attached staff report describes the
proposed project, tax abatement request and analysis that were reviewed by the EDA on
November 14th. The EDA is recommending the Council's approval of the tax abatement
and business subsidy for the project.
State statute requires local government agencies to hold a public hearing to receive comment
on the proposed tax abatement and business subsidy.
Requested Action
Following the public hearing, staff recommends the Council approve the attached
Resolution Authorizing Execution of a Tax Abatement and Business Subsidy Agreement
with Quality Label, Inc.
ITEM I 7_
MEMORANDUM
TO: Economic Development Authority
FROM: Catherine Mehelich, Director of Economic Development)41
DATE: November 14, 2005
SUBJECT: Consider Recommendation to City Council for Approval of Tax
Rebate Financing Assistance for Quality Label, Inc. Project
Attachments
· Quality Label Preliminary Site Plan for Elk River Business Park
· Tax Rebate Financing Policy & Quality Label, Inc. Application
· Tax Rebate Financing Proposal Review Worksheet
Issue
Staff has been working with Quality Label, Inc. for the past several months to identify a site
and financing assistance to relocate and expand the company's operations to Elk River. The
EDA is asked to review the company's request and consider recommending to the City
Council approval of the Ta..x Rebate Financing (TRF) assistance request and business
subsidy.
Proiect Description
Quality Label is a family-mvned printing company specializing in labels for the food and
beverage, health and beauty, promotional and medical industries. The company is owned by
Jon Jacobs and Chad Johnson. The company currently employs 23 full-time staffwith an
average hourly wage of $21.00 per hour. In addition to the 23 current staff, within two years
of the expansion the company proposes to create 15 new jobs with a minimum hourly wage
of $15.00. The company anticipates the creation of 30 new jobs '\vithin a 5-year period.
The company currently leases 12,000 square feet in Fridley and is seeking a location within
the northwest metro area to relocate and expand in time for lease e};"piration in spring 2006.
Quality Label proposes to constmct a 25,000 square foot light industrial building on a 4.12-
acre lot in Elk River Business Park, occupying 80% of the space and leasing out the 5,000sf
balance. In the past year the company has experienced tremendous gro\V"th in the industry
and therefore intends to e:h."pand the building up to a total of approximately 58,000 square
feet in the future.
Consider Tax Rebate Financing j\ssisran.ce for Quality Label, Inc.
November 14, 2005 EDA Meeting
Page 20f2
Proposed Tax Rebate Financing Assistance
Qw.lity Label has requested Tax Rebate Financing assistance from the City in the amount of
$133,947. A matching amount is being requested from Sherburne County as well. In total
the $267,894 requested financing assistance accounts for 75% of the land cost and is equal to
$17,860 of assistance per new job to be created.
Quality Label has submitted a complete application to the City for Tax Rebate Financing.
Staff has evaluated the application based on the City's TRF Proposal Review Worksheet,
which indicates that the project scored 36 out of 45 possible points, which equates to a
"moderately desirable" project. In addition Ehlers and Associates has reviewed the but-for
analysis for the project and recommends that while the return is not what the developer
requested, it is sufficient to provide but-for motivation for the company to move forward
with the project.
Requested Action
Staff requests that the EDA recommend to the City Council approval of providing Tax
Rebate Financing assistance to Quality Label, Inc. in the form of a pay-as-you-go Tax Rebate
Financing (TRF) note in the amount of $133,947 with the company receiving 100% of the
annual TRF for a maximum period of up to 10 years. A requirement of the financing
assistance \vill include a commitment from the company for the creation of 15 new full-time
positions at a minimum hourly wage, exclusive of benefits required by law, of$15.00 within
two years.
A City Council public hearing has been scheduled for November 21,2005 to consider
providing Tax Rebate Financing and business subsidy to the Quality Label project.
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I;t:I:-% ELK RlVER ENDUSm!AL PARK. ELK RIVER. MN
CITY OF ELK RIVER
NOTICE OF PUBLIC HEARING
REGARDING PROPOSED PROPERTY TAX ABATEMENTS
FOR THE QUALITY LABEL, INC. PROJECT
NOTICE IS HEREBY GIVEN that the City Council ofthe City of Elk River, Minnesota,
will hold a public hearing at a meeting of the City Council beginning at 6:30 p.m., on Monday,
November 21, 2005, to be held at City Hall, Elk River, Minnesota, on the request of Quality
Label, Inc. (the "Company") to have the City abate to the Company 100% of the property taxes
to be levied by the City on 4.12 acres of Lot 2, Block 2, Elk River Business Park in the City (the
"Property") for an approximately 25,000 square foot light industrial facility (the
"Improvements") to be constructed by the Company. The total amount of the taxes proposed to
be abated by the City on the Property for a ten year period is estimated to be not more than
$133,947. The City Council will consider granting a property tax abatement in response to the
request.
Information about the proposed tax abatements and a copy of the draft Tax Abatement
Agreement for the recipient are available for inspection at the office of the Director of the
Economic Development Authority at the City Hall during regular business hours. Any person
with residence in or the owner of taxable property in the City may file a written complaint with
the City if the City fails to comply with Minnesota Statutes, Sections 116J.993 to 116J.995, and
no action may be filed against the City for the failure to comply unless a written complaint is
filed.
All interested persons may appear at the November 21st public hearing and present their
views orally or in writing. Anyone needing reasonable accommodations or an interpreter should
contact the City Clerk's office at the City Hall, telephone (763) 635-1000.
[Publish on November 9 and November 16]
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EXTRACT OF MINUTES OF MEETING
OF THE CITY COUNCIL OF THE
CITY OF ELK RIVER, MINNESOTA
HELD: November 21,2005
Pursuant to due call and notice thereof, a meeting of the City Council of the City of Elk
River, Sherburne County, Minnesota, was duly called and held at the City Hall in said City on
Monday, the 21st day of November, 2005, at 6:30 o'clock p.m.
The following members were present:
and the following were absent:
Member
adoption:
introduced the following resolution and moved its
RESOLUTION AUTHORIZING EXECUTION OF
A TAX ABATEMENT AND BUSINESS SUBSIDY AGREEMENT
BE IT RESOLVED by the City Council (the "Council") of the City of Elk River,
Minnesota (the "City"), as follows:
1. Recitals.
(a) Quality Label, Inc. (the "Developer") proposes to construct an
approximately 25,000 square foot light industrial facility in the City (the "Project"). The
Developer has requested that the City provide financial assistance to the Developer for
the Project. The City proposes to use the abatement for the purposes provided for in the
Abatement Law (as hereinafter defined), including the Project. The proposed term of the
abatement will be for up to ten years in an amount not to exceed $133,947. The
abatement will apply to 100% of the City's share ofthe property taxes (the "Abatement")
derived from the property described as Lot 2, Block 2, Elk River Business Park (the
"Property").
(b) On the date hereof, the Council held a public hearing on the question of
the Abatement and the business subsidy, and said hearing was preceded by at least 10
days but not more than 30 days prior published notice thereof.
(c) The Abatement is authorized under Minnesota Statutes, Sections 469.1812
through 469.1815 (the "Abatement Law").
2. Findings for the Abatement. The City Council hereby makes the following
findings:
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(a) The Council expects the benefits to the City of the Abatement to at least
equal or exceed the costs to the City thereof.
(b) Granting the Abatement is in the public interest because it will increase or
preserve the tax base of the City and provide employment opportunities in the City.
(c) The Property is not located in a tax increment financing district.
(d) In any year, the total amount of property taxes abated by the City by this
and other resolutions, if any, does not exceed the greater of ten percent (10%) of the
current levy or $200,000.
3. Terms of Abatement. The Abatement is hereby approved; provided, however, the
this approval is contingent upon the approval by Sherburne County of an
abatement program for the Project upon the same terms as set forth below for the
County's share of property tax amount which the County receives from the
Property. The terms of the Abatement are as follows:
(a) The Abatement shall be for up to ten (10) years and shall apply to the
taxes payable in the years 2008 through 2017, inclusive.
(b) The City will abate and pay to the Developer 100% of the City's share of
the property tax amount which the City receives from the Property, not to exceed
$133,947.
(c) The Abatement shall be subject to all the terms and limitations of the
Abatement Law.
(d) The Abatement may not be modified or changed during its term.
4. Armroval of Tax Abatement and Business Subsidy Agreement.
(a) The City Council hereby approves a Tax Abatement and Business Subsidy
Agreement with the Developer providing for payment of the Abatement and the City's
assistance for the Project in substantially the form submitted, and the Mayor and
Administrator are hereby authorized and directed to execute the Tax Abatement and
Business Subsidy Agreement on behalf of the City.
(b) The approval hereby given to the Tax Abatement and Business Subsidy
Agreement includes approval of such additional details therein as may be necessary and
appropriate and such modifications thereof, deletions therefrom and additions thereto as
may be necessary and appropriate and approved by the City officials authorized by this
resolution to execute the Agreement. The execution of the Agreement by the appropriate
officer or officers of the City shall be conclusive evidence of the approval of the
Agreement in accordance with the terms hereof.
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The motion for the adoption of the foregoing resolution was made by member and
duly seconded by member and, upon a vote being taken thereon after
full discussion thereof, the following voted in favor thereof:
and the following voted against the same:
Whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
) SS
COUNTY OF SHERBURNE)
I, the undersigned, being the duly qualified and acting Clerk of the City of Elk River,
Minnesota (the "City"), by reason of my office as Clerk, DO HEREBY CERTIFY that I have
compared the attached and foregoing extract of minutes with the original thereof on file in my
office, and that the same is a full, true and complete transcript of the minutes of a meeting of the
City Council of the City, duly called and held on the date therein indicated, insofar as such
minutes relate to property tax abatements for the Quality Label, Inc. Project.
WITNESS my hand this _ day of November, 2005.
City Clerk
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TAX ABATEMENT AND BUSINESS SUBSIDY AGREEMENT
BY AND BETWEEN
CITY OF ELK RIVER, MINNESOTA
AND
QUALITY LABEL, INC.
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS................................................................................................. 1
Section 1.1 Definitions............................................................................................ 1
ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 3
Section 2.1 Representations and Warranties of the City......................................... 3
Section 2.2 Representations and Warranties of the Deve1oper............................... 3
ARTICLE III UNDERTAKINGS BY DEVELOPER AND CITy....................................... 5
Section 3.1 Construction of Project and Reimbursement of Tax Abatement
Property Cost....................................................................................... 5
Limitations on Undertaking of the City............................................... 5
Commencement and Completion of Construction............................... 5
Damage and Destruction...................................................................... 5
Change in Use of Proj ect ..................................................................... 5
Prohibition Against Transfer of Project and Assignment of
Agreement............................................................................................ 5
Real Property Taxes............................................................................. 6
Business Subsidies Act........................................................................ 6
Duration of Abatement Program.......................................................... 7
Section 3.2
Section 3.3
Section 3.4
Section 3.5
Section 3.6
Section 3.7
Section 3.8
Section 3.9
ARTICLE IV EVENTS OF DEF AUL T ................................................................................. 8
Section 4.1 Events of Default Defined ................................................................... 8
Section 4.2 Remedies on Defau1t............................................................................ 8
Section 4.3 No Remedy Exclusive.......................................................................... 8
Section 4.4 No Implied Waiver .............................................................................. 8
Section 4.5 Agreement to Pay Attorney's Fees and Expenses................................ 9
Section 4.6 Release and Indemnification Covenants.............................................. 9
ARTICLE V ADDITIONAL PROVISIONS ...................................................................... 10
Section 5.1 Conflicts of Interest............................................................................ 10
Section 5.2 Titles of Articles and Sections........................................................... 10
Section 5.3 Notices and Demands ........................................................................ 10
Section 5.4 Counterparts....................................................................................... 10
Section 5.5 Law Governing.................................................................................. 10
Section 5.6 Duration............................................................................................. 11
Section 5.7 Provisions Surviving Rescission or Expiration.................................. 11
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TAX ABATEMENT AND BUSINESS SUBSIDY AGREEMENT
THIS AGREEMENT, made as of the _ day of , 2005, by and among
the City of Elk River, Minnesota (the "City"), a municipal corporation and political subdivision
of the State of Minnesota, and Quality Label, Inc., a Minnesota corporation (the "Developer").
WITNESSETH:
WHEREAS, pursuant to Minnesota Statutes, Sections 469.1812 through 469.1815, the
City has established a Tax Abatement Program; and
WHEREAS, the City believes that the development and construction of a certain Project
(as defined herein), and fulfillment of this Agreement are vital and are in the best interests of the
City, will result in preservation and enhancement of the tax base, provide employment
opportunities and are in accordance with the public purpose and provisions of the applicable state
and local laws and requirements under which the Proj ect has been undertaken and is being
assisted; and
WHEREAS, the requirements of the Business Subsidy Law, Minnesota Statutes, Section
1 16J.993 through 116J.995, apply to this Agreement; and
WHEREAS, the City has adopted criteria for awarding business subsidies that comply
with the Business Subsidy Law, after public hearings for which notice was published; and
WHEREAS, the Council has approved this Agreement as a subsidy agreement under the
Business Subsidy Law.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each ofthem does hereby covenant and agree with the other as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. All capitalized terms used and not otherwise defined herein
shall have the following meanings 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;
Benefit Date means the date on which a Certificate of Occupancy for the Project is issued
by the City;
Business Dav means any day except a Saturday, Sunday or a legal holiday or a day on
which banking institutions in the City are authorized by law or executive order to close;
City means the City of Elk River, Minnesota;
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County means Sherburne County, Minnesota;
Developer means Quality Label, Inc., a Minnesota corporation, its successors and
assIgns;
Event of Default means any of the events described in Section 4.1;
Proiect means the construction by the Developer of an approximately 25,000 square foot
light industrial facility to be located in the City;
State means the State of Minnesota;
Tax Abatement Act means Minnesota Statutes, Sections 469.1812 through 469.1815;
Tax Abatement Program means the actions by the City pursuant to Minnesota Statutes,
Section 469.1812 through 469.1815, as amended, and undertaken in support ofthe Project;
Tax Abatement Property means all and any portion of the real property currently
identified as Lot 2, Block 2, Elk River Business Park, located in the City;
Tax Abatements means 100% of the City's share of real estate taxes on the Tax
Abatement Property abated in accordance with the Tax Abatement Program.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of the City. The City makes the following
representations and warranties:
(1) The City is a municipal corporation and a political subdivision of the State and
has the power to enter into this Agreement and carry out its obligations hereunder.
(2) The Tax Abatement Program was created, adopted and approved in accordance
with the terms of the Tax Abatement Act.
(3) To finance the costs of the Project to be undertaken by the Developer, the City
proposes, subject to the further provisions of this Agreement, to convey the Tax Abatement
Property to the Developer and apply the Tax Abatements to reimburse the Developer for a
portion of the costs of the Tax Abatement Property as further provided in this Agreement.
(4) The City has made the findings required by the Tax Abatement Act for the Tax
Abatement Program.
Section 2.2 Representations and Warranties of the Developer. The Developer makes the
following representations and warranties:
(1) The Developer has the power to enter into this Agreement and to perform its
obligations hereunder and is not in violation of its articles, operating agreement or member
control agreement or any local, state or federal laws.
(2) The Developer is a corporation validly existing under the laws of this State and
has full power to enter into this Agreement and carry out the covenants contained herein.
(3) The Developer will cause the Project to be constructed in accordance with the
terms of this Agreement and all local, state and federal laws and regulations (including, but not
limited to, environmental, zoning, energy conservation, building code and public health laws and
regulations).
(4) The Developer will obtain or cause to be obtained, 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 Project may be lawfully constructed
(5) The construction of the Project would not be undertaken by the Developer, and in
the opmlOn of the Developer would not be economically feasible within the reasonably
foreseeable future, without the assistance and benefit to the Developer provided for in this
Agreement.
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(6) 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 contractual restriction, evidence of indebtedness,
agreement or instrument of whatever nature to which the Developer is now a party or by which it
is bound, or constitutes a default under any of the foregoing.
(7) The Developer will cooperate fully with the City with respect to any litigation
commenced with respect to the Project but only to the extent that the City and the Developer are
not adverse parties to the litigation.
(8) The Developer will cooperate fully with the City in resolution of any traffic,
parking, trash removal or public safety problems which may arise in connection with the
construction and operation of the Project.
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ARTICLE III
UNDERTAKINGS BY DEVELOPER AND CITY
Cost.
Section 3.1 Construction of Proiect and Reimbursement of Tax Abatement Property
(1) The costs of the Tax Abatement Property and the construction of the Project shall
be paid by the Developer. The Developer will construct the Project in accordance with the
approved construction plans and at all times prior to the termination of this Agreement will
operate and maintain, preserve and keep the Project or cause the Project to be maintained,
preserved and kept with the appurtenances and every part and parcel thereof, in good repair and
condition.
(2) Upon submission to the City of a purchase agreement and settlement statement
relating to the purchase of the Tax Abatement Property in an amount not less than the
Reimbursement Amount, the City shall reimburse the Developer for the costs of the Tax
Abatement Property actually incurred in an amount not to exceed $133,947 (the "Reimbursement
Amount") pursuant to the Abatement Program as provided in Section 3.9.
Section 3.2 Limitations on Undertaking of the City. Notwithstanding the provisions of
Section 3.1, the City shall have no obligation to reimburse the Developer for the costs of the Tax
Abatement Property, if the City, at the time or times such payment is to be made, is entitled
under Section 4.2 to exercise any of the remedies set forth therein as a result of an Event of
Default which has not been cured.
Section 3.3 Commencement and Completion of Construction.
The Developer shall complete the Project by September 30, 2006. All work with respect
to the Project to be constructed or provided by the Developer shall be in conformity with the
construction plans as submitted by the Developer and approved by the City.
Nothing in this Agreement shall be deemed to impair or limit any of the City's rights or
responsibilities under its zoning laws or construction permit processes.
Section 3.4 Damage and Destruction. In the event of damage or destruction of the
Project the Developer shall repair or rebuild the Project.
Section 3.5 Change in Use ofProiect. The City's obligations pursuant to this Agreement
shall be subject to the continued operation ofthe Project by the Company.
Section 3.6 Prohibition Against Transfer of Proiect and Assignment of Agreement. The
Developer represents and agrees that prior to the termination date of this Agreement the
Developer shall not transfer the Project or any part thereof or any interest therein, without the
prior written approval of the City. The City shall be entitled to require as conditions to any such
approval that:
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(1) 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.
(2) Any proposed transferee, by instrument in writing satisfactory to the City 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 and agreed to be subject to
all the conditions and restrictions to which the Developer is subject.
(3) There shall be submitted to the City for review and prior written approval all
instruments and other legal documents involved in effecting the transfer of any interest in this
Agreement or the Proj ect.
Section 3.7 Real Property Taxes. The Developer shall, so long as this Agreement
remains in effect, pay all real property taxes with respect to all parts of the Tax Abatement
Property acquired and owned by it which are payable pursuant to any statutory or contractual
duty that shall accrue subsequent to the date of its acquisition of title to the Tax Abatement
Property (or part thereof) and until title to the property is vested in another person. The
Developer agrees that for tax assessments so long as this Agreement remains in effect:
(a) It will not seek administrative review or judicial review of the
applicability of any tax statute relating to the ad valorem property taxation of real
property contained on the Tax Abatement Property determined by any tax official to be
applicable to the Project or the Developer or raise the inapplicability of any such tax
statute as a defense in any proceedings with respect to the Tax Abatement Property,
including delinquent tax proceedings; provided, however, "tax statute" does not include
any local ordinance or resolution levying a tax;
(b) It will not seek administrative review or judicial review of the
constitutionality of any tax statute relating to the taxation of real property contained on
the Tax Abatement Property determined by any tax official to be applicable to the Project
or the Developer or raise the unconstitutionality of any such tax statute as a defense in
any proceedings, including delinquent tax proceedings with respect to the Tax Abatement
Property; provided, however, "tax statute" does not include any local ordinance or
resolution levying a tax;
(c) It will not seek any tax deferral or abatement, either presently or
prospectively authorized under Minnesota Statutes, Section 469.181, or any other State or
federal law, of the ad valorem property taxation of the Tax Abatement Property so long
as this Agreement remains in effect.
Section 3.8 Business Subsidies Act.
(1) In order to satisfy the provisions of Minnesota Statutes, Sections 116J.993 to
116J.995 (the "Business Subsidies Act"), the Developer acknowledges and agrees that the
amount of the "Business Subsidy" granted to the Developer under this Agreement is the value of
a portion of the Tax Abatement Property, which is approximately $133,947, and that the
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Business Subsidy is needed because the Project is not sufficiently feasible for the Developer to
undertake without the Business Subsidy. The public purpose of the Business Subsidy is to
increase the tax base in the City. The Developer agrees that they will meet the following goals
(the "Goals"): it will create at least fifteen (15) full time jobs in connection with the
development of the Development Project at an hourly wage of at least $15.00 per hour, which
includes any and all benefits paid to the employee within two years from the Benefit Date.
(2) If none of the Goals are met, the Developer agrees to repay all of the Business
Subsidy to the City, plus interest ("Interest") set at the implicit price deflator defined in
Minnesota Statutes, Section 275.70, Subdivision 2, accruing from and after the Benefit Date,
compounded semiannually. If the Goals are met in part, the Developer will repay a portion of
the Business Subsidy (plus Interest) determined by multiplying the Business Subsidy by a
fraction, the numerator of which is the number of jobs in the Goals which were not created at the
wage level set forth above and the denominator of which is fifteen (15) (i.e. number of jobs set
forth in the Goals).
(3) The Developer agrees to (i) report its progress on achieving the Goals to the City
until the later of the date the Goals are met or two years from the Benefit Date, or, if the Goals
are not met, until the date the Business Subsidy is repaid, (ii) include in the report the
information required in Section 1 16J.994, Subdivision 7 of the Business Subsidies Act on forms
developed by the Minnesota Department of Employment and Economic Development, and (iii)
send completed reports to the City. The Developer agrees to file these reports no later than
March 1 of each year commencing March 1, 2006, and within 30 days after the deadline for
meeting the Goals. The City agrees that if it does not receive the reports, it will mail the
Developer a warning within one week of the required filing date. If within 14 days of the post
marked date of the warning the reports are not made, the Developer agrees to pay to the City a
penalty of $1 00 for each subsequent day until the report is filed up to a maximum of $1,000.
(4) The Developer agrees to continue operations of the Project for at least five (5)
years after the Benefit Date.
(5) Other than the Tax Abatements and comparable tax abatements from the County,
there are no other state or local government agencies providing financial assistance for the
Project other than the City and the County.
(6) There is no parent corporation of the Developer.
Section 3.9 Duration of Abatement Program. The Tax Abatement Program shall exist
for a period of up to ten years beginning with real estate taxes payable in 2008 through 2017. On
or before February 1 and August 1 of each year commencing August 1,2008 until the earlier of
the date that the Developer shall have received the Reimbursement Amount or February 1, 2018
the City shall pay the Developer the amount of the Tax Abatements received by the City in the
previous six month period. The City may terminate the Tax Abatement Program and this
Agreement at an earlier date if an Event of Default occurs and the City rescinds or cancels this
Agreement.
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ARTICLE IV
EVENTS OF DEFAULT
Section 4.1 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 anyone or more ofthe following events:
(1) Failure by the Developer to timely pay any ad valorem real property taxes, special
assessments, utility charges or other governmental impositions with respect to the Project.
(2) Failure by the Developer to cause the construction of the Project to be completed
pursuant to the terms, conditions and limitations of this Agreement.
(3) Failure by the Developer to observe or perform any other covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement.
Section 4.2 Remedies on Default. Whenever any Event of Default referred to in Section
4.1 occurs and is continuing, the City, as specified below, may take anyone or more of the
following actions after the giving of thirty (30) days' written notice to the Developer citing with
specificity the item or items of default and notifying the Developer that it has thirty (30) days
within which to cure said Event of Default. If the Event of Default has not been cured within
said thirty (30) days:
(a) The City may suspend its performance under this Agreement until it
receives assurances from the Developer, deemed adequate by the City, that the Developer
will cure its default and continue its performance under this Agreement.
(b) The City may cancel and rescind this Agreement.
(c) The City may take any action, including legal or administrative action, in
law or equity, which may appear necessary or desirable to enforce performance and
observance of any obligation, agreement, or covenant of the Developer under this
Agreement.
Section 4.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the
City 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.
Section 4.4 No Implied Waiver. In the event any agreement contained in this Agreement
should be breached by any party and thereafter waived by the other party, such waiver shall be
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limited to the particular breach so waived and shall not be deemed to waive any other concurrent,
previous or subsequent breach hereunder.
Section 4.5 Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of
Default occurs and the City shall employ attorneys or incur other expenses for the collection of
payments due or to become due or for the enforcement or performance or observance of any
obligation or agreement on the part of the Developer herein contained, the Developer agrees that
they shall, on demand therefor, pay to the City the reasonable fees of such attorneys and such
other expenses so incurred by the City.
Section 4.6 Release and Indemnification Covenants.
(1) The Developer releases from and covenants and agrees that the City and its
governing body members, officers, agents, servants and employees shall not be liable for and
agrees to indemnify and hold harmless the City and its governing body members, officers,
agents, servants, and employees 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 Project.
(2) Except for any willful misrepresentation or any willful or wanton misconduct of
the following named parties, the Developer agrees to protect and defend the City and its
governing body members, officers, agents, servants and employees, now or forever, and further
agrees to hold the aforesaid harmless from any claim, demand, action or other proceeding
whatsoever by any person or entity whatsoever arising or purportedly arising from a breach of
the obligations of the Developer under this Agreement, or the transactions contemplated hereby
or the acquisition, construction, installation, ownership, maintenance and operation of the
Proj ect.
(3) The City and its governing body members, officers, agents, servants and
employees shall not be liable for any damages or injury to the persons or property of the
Developer or its officers, agents, servants or employees or any other person who may be about
the Project due to any act of negligence of any person.
(4) 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.
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ARTICLE V
ADDITIONAL PROVISIONS
Section 5.1 Conflicts of Interest. No member of the governing body or other official of
the City shall participate in any decision relating to this Agreement which affects his or her
personal interests or the interests of any corporation, partnership or association in which he or
she is directly or indirectly interested. No member, official or employee of the City shall be
personally liable to the City in the event of any default or breach by the Developer or successor
or on any obligations under the terms of this Agreement.
Section 5.2 Titles of Articles and Sections. Any titles of the several parts, articles and
sections of this Agreement are inserted for convenience of reference only and shall be
disregarded in construing or interpreting any of its provisions.
Section 5.3 Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by any party to any
other shall be sufficiently given or delivered if it is dispatched by registered or certified mail,
postage prepaid, return receipt requested, or delivered personally, and
(1) in the case of the Developer is addressed to or delivered personally to:
Quality Label, Inc.
7789 Ranchers Road
Fridley, MN 55432
(2) in the case of the City is addressed to or delivered personally to the City at:
City of Elk River
Elk River City Hall
13065 Orono Parkway
Elk River, MN 55330-5600
or at such other address with respect to any such party as that party may, from time to time,
designate in writing and forward to the other, as provided in this Section.
Section 5.4 Counterparts. This Agreement may be executed III any number of
counterparts, each of which shall constitute one and the same instrument.
Section 5.5 Law Governing. This Agreement will be governed and construed III
accordance with the laws of the State of Minnesota.
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Section 5.6 Duration. This Agreement shall remain in effect through the earlier of the
date the Developer receives the Reimbursement Amount or February 1, 2018, unless earlier
terminated or rescinded in accordance with its terms.
Section 5.7 Provisions Surviving Rescission or Expiration. Sections 4.5 and 4.6 shall
survive any rescission, termination or expiration of this Agreement with respect to or arising out
of any event, occurrence or circumstance existing prior to the date thereof.
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IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its
name and on its behalf, and the Developer has caused this Agreement to be duly executed in its
name and on its behalf, on or as of the date first above written.
QUALITY LABEL, INC.
By
Its
By
Its
This is a signature page to the Tax Abatement and Business Subsidy Agreement by and between
the City of Elk River, Minnesota and Quality Label, Inc.
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CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
By
Its Administrator
This is a signature page to the Tax Abatement and Business Subsidy Agreement by and between
the City of Elk River, Minnesota and Quality Label, Inc.
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