Document Billings_doc_52198fdec7

CERTIFICATE AS TO RESOLUTION AND ADOPTING VOTE I, the undersigned, being the duly qualified and acting recording officer of the City of Billings, Montana (the "City"), hereby certif,i that the attached resolution is a true copy of a Resolution entitled: *RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO. 1385; CREATING THE DISTRICT FOR THE PURPOSE OF UNDERTAKING CERTAIN LOCAL IMPROVEMENTS AND FINANCING THE COSTS THEREOF AND INCIDENTAL THERETO THROUGH THE ISSUANCE OF SPECIAL IMPROVEMENT DISTRICT BONDS SECURED BY THE CITY'S SPECLA,L IMPROVEMENT DISTRICT REVOLVING FLIND AND ESTABLISHING COMPLIANCE WITH REIMBURSEMENT BOND REGULATIONS UNDER THE INTERNAL REVENUE CODE" (the "Resolution"), on file in the origrnal records of the City in my legal custody; that the Resolution was duly adopted by the City Council of the City at a regalar meeting on August 1 1, 2008, and that the meeting was duly held by the City Council and was attended throughout by a quorum, pursuant to call and notice of such meeting given as required by law; and that the Resolution has not as of the date hereof been amended or repealed. I further certify that, upon vote being taken on the Resolution at said meeting, the following Council members voted in favor thereof: Ronquillo. Gaghen. Pitman. Stevens. Rueeamer. McCall. Ulledalen. Astle. and Clark; voted against the same: Veis_; abstained from voting thereon absent: WITNESS my hand and seal officially this 11"'day of August, 2008. (sEAL) ; or were City Clerk ---PAGE BREAK--- ---PAGE BREAK--- RESOLUTION NO. 08-1 8742 RESOLUTION RELATING TO SPECIAL IMPROVEMENT DISTRICT NO. 1385; CREATING THE DISTRICT FOR THE PURPOSE OF UNDERTAKING CERTAIN LOCAL IMPROVEMENTS AND FINANCING THE COSTS THEREOF AND INCIDENTAL THERETO THROUGH THE ISSUANCE OF SPECI,AL IMPROVEMENT DISTRICT BONDS SECURED BY THE CITY'S SPECIAL IMPROVEMENT DISTzuCT REVOLVING FIIND AND ESTABLISHING COMPLIANCE WITH REMBURSEMENT BOND REGULATIONS I-INDER THE INTERNAL REVENUE CODE BE IT RESOLVED by the City Council (the "Council") of the City of Billings (the "City"), Montana, as follows: Section 1. Receip.t of Petition. This Councii has received a petition, dated August 11, 2008 (the "Petition") to create and establish in the City under Montana Code Annotated, Title 7, Chapter 1.2, Part 47, as amended (the "Act"), a special improvement district (the "District") for the purpose of financing certain local improvements to benefit certain property located in the City arrd included within the proposed District. The Petition has been signed by all owners of the property in the proposed District and the owners expressly consented in the Petition to the creation of the proposed District on the terms and conditions hereinafter specified. Section 2. Creation of the District; Issuance of Bonds. Based on the Petition and Sections 7 -12-4102(3), '7-12-4110(2) and 7-12-41 14(1Xd) of the Act, this Council has jurisdiction, and finding it in the best interest of the City hereby determines, to create the District and order the Improvements (as defined in Section 6) on the terms and conditions hereinafter prescribed, for the purpose of financing costs of the Improvements and paying costs incidental thereto, including costs associated with the sale and the security of special improvement district bonds of the City drawn on the District (the "Bonds"), the creation and administration of the District, the funding of a deposit to the City's Special Improvement District Revolving Fund (the "Revolving Fund") . The total estimated costs of the Improvements, including such incidental costs, to be financed by the Bonds is $5,360,000. The Bonds are to be payable primarily from special assessments to be levied against property in the District, which property will be specially benefitted by the Improvements in an amount not less than $5,360,000. Section 3. Number of District. The District shall be known and designated as Special Improvement District No. 1385 of the City of Billings, Montana. Section 4. Boundaries of District. The limits and boundaries of the District are depicted on a map attached as Exhibit A hereto (which is hereby incorporated herein and made a part hereof) and more particularly described on Exhibit B hereto (which is hereby incorporated herein and made a part hereof), which boundaries are designated and confirmed as the boundaries of the District. A listing of each of the properties in the District is shown on Exhibit C hereto (which is hereby incorporated herein and made a part hereof). Section 5. Benefitted Property. The District and territory included within the limits and boundaries described in Section 4 and as shown on Exhibits A. B and C are hereby declared to be the speciai improvement district and the territory which will benefit and be benefitted by the Improvements and will be assessed for the costs of the Improvements as described in Section 8. The Improvements, in the opinion of this Council, are of more than local and ordinary benefit. The property included within said limits and boundaries is hereby declared to be the property benefitted by the Improvements. Section 6. Generai Character of the Improvements. The general character of the Improvements is street improvements on Kjng Avenue East, South Billings Boulevard, Newman Lane, Calhoun Lane and Orchard Lane, as well as water, storm drain and sanitary sewer facilities, and city/county drain crossings, as required by the City (the "Improvements"). Section 7. Engineer and Estimated Cost. The City of Billings Public V/orks Department (the "Engineer") shall be the engineer for the District. The Engineer has estimated the cost of the Improvements, including all incidental costs, as shown on Exhibit D hereto. Section 8. Assessment Method. 8.1. Property To Be Assessed. Al1 properties within the District are to be assessed for the costs of the Improvements, as specified herein. The costs of the Improvements shall be assessed against the property in the District benefitfing from the Improvements, based on the actual area method of assessment described in Section 7-12-4161 of the Act, as particularly applied and set forth in this Section 8. ---PAGE BREAK--- 8.2. Actual Area. All properties in the District will be assessed for their proportionate share of the costs of the Improvements. The total estimated cost of the Improvements is $5,360,000 and shall be assessed against each lot, tract or parcel of land in the District for that part of the costs of the lmprovements that the actual area of such lot, tract or parcel bears to the total actual area of all lots, tracts or parcels of land in the District, exciusive ofstreets, avenues and alleys. The total acfual area ofthe District to be assessed is 1,852,659.072 square feet. The costs of the Improvements per square foot of actual area shall not exceed $2.8931 per square foot. The assessment for each lot, tract or parcel of land for the Improvements is shown on Exhibit C hereto. 8.3. Assessment Methodoloeies Equitable and Consistent with Benefit. This Council hereby determines that the methods of assessment and the assessment of costs of the specific Improvements against the properties benefitted thereby as prescribed in this Section 8 are equitable and in proportion to and not exceeding the special benefits derived from the respective Improvements by the lots, tracts and parcels to be assessed therefor within the District. Section 9. Payment of ASsessments. The special assessments for the costs of the Improvements shall be payable over a term not exceeding 20 years, each in equal semiannual installments ofprincipal, plus interest, or equal semiarurual payments of principal and interest, as this Council shall prescribe in the resolution authorizing the issuance of the Bonds. Property owners shall have the right to prepay assessments as provided by law. Section 10. Method of Financine: Pledee of Revolving Fund: Makins an Exception to the City's Findines and Determinations. The City will issue the Bonds in an aggregate principal amount not to exceed $5,360,000 in order to finance the costs of the Improvements. Principal of and interest on the Bonds will be paid from special assessments levied against the property in the District. This Council further finds it is in the public interest, and in the best interest of the City and the District, to secure payrnent of principal of and interest on the Bonds by the Revolving Fund and hereby authorizes the City to enter into the undefakings and agreements authorized in Section 7-12-4225 in respect of the Bonds. In determining to authorize such undertakings and agreements, this Council has taken into consideration the following factors: Estimated Market Value of Parcels. The assessed value of the lots, parcels or tracts in the District as of the date of adoption of this resolution, as shown in the records of the Department of Revenue, is set f'orth in Exhibit C hereto (which is hereby incorporated herein and made a parl hereof). The estimated market value of all of the property in the District based on an appraisal prepared by Cushman & Wakefield, Inc. of Portland, Oregon is shown on Exhibit C. The special assessments to be levied under Section 8 against each lot, parcel or tract in the District is less than the increase in estimated market value of the lot, parcel or tract as a result of the construction of the Improvements. Diversity of Propert), Ownership. Of the three parcels of land in the District, one parcel or 22%o of the square footage of the District is owned by Cabela's'Wholesale, Inc. (the "Cabela's Property"), one parcel or 43o/o of the square footage of the District is owned by South Billings Center, LLC. (the "Developer") (the "Developer's Property") and one parcel or 35%o of the square footage of the District is owned by Miller Trois, LLC who has entered into an Option Agreement with the Developer for the same property. The Developer has entered into a Purchase Agreement with Sam's Real Estate Business Trust for such property (the "Sam's CIub Property"). Currently, the ownership of the property in the District is spread 22%, 43%, and 35o/o, respectively, and it is not anticipated that the concentration of ownership will exceed those percentages. The Developer will either sell or lease the separate pads constituting the Developer Property and, ifleased, the special assessments will be payable by the Lessees under the terms of the lease agreements, therefor assuring ever greater diversity. Comparison of Special Assessments and Property Taxes and Market Value. The City has compared the estimated market value of each lot, tract, and parcel in the District after the Improvements are made to the amount of the proposed special assessments against each lot, tract, and parcel in the District. The estimated market value of each lot, tract, and parcel in the District after the Improvements are made is believed to be in excess of the proposed special assessments against each lot, tract, and parcel in the District. Delinquencies. Based on a sampling of the records of the County Assessor relating to properties in the District, delinquencies in payment of property taxes for those properties to be included in the District do not exceed the level that is customary for properties in the City and County. None of the property in the District is included in any other special or rural special improvement districts. The Public Benefit of the Improvements. While the Improvements are of special benefit to the property in the District , they are of general benefit to the entire City and in particular to the newly created South ---PAGE BREAK--- Bitlings Boulevard Urban Renewal District (the "Urban Renewal District") and will greatly assist in the stimulation and redevelopment of the Urban Renewal District. (f1 Newiv Platted Subdivision. Approval of Exception to Resolution No. 05-18234. To protect the City against undue risks and demands on its Revolving Fund, the City has adopted Resolution No. 05-18234 limiting the circumstances under which the City will issue special improvement district bonds secured by the Revolving Fund for districts containing significant amounts of raw or undeveloped land. While the District does consist of a newly platted subdivision and is predominantly undeveloped, the City has obtained a report from King and Associates which projects that the District will be fully developed within five years. Further, the City has received a letter from Cabela's Retail, Inc., predecessor in interest to Cabela's Wholesale, Inc, dated May 13, 2008, indicating that the Cabela's Property will be fully developed and open for business by June 1, 2009. The Deveioper has represented that it is actively marketing the Deveioper's Property. It is anticipated that the Sam's Club Property will be fully developed by September 30, 2009. To enswe the marketability of the Bonds at the most advantageous interest rate, it is necessary that the Bonds be secured by the Revolving Fund. This Council believes, given the proposed development timetable, the strength of the developments, and the public bene ts derived from the Improvements, it is in the public interest to make an exception to Resolution No. 05-18234 and to create the District and issue Bonds secured by the Revolving Fund as provided herein. Section 11. Creation of District Conditional Upon Execution of Amended and Restated Development Asreement. The creation of the District, the issuance of the Bonds, and the construction of the Improvements all as defined herein is conditional upon the approval, execution, and delivery of an Amended and Restated Development Agreement between the City, South Biilings Center, LLC, and Cabela's Wholesale, Inc., dated as of August 1 1 , 2008 in substantially the form attached hereto as Exhibit E. Section 12. Reimbursement Expenditures. 12.1. Regulations. The United States Department of Treasury has promulgated regulations goveming the use of proceeds of tax-exempt bonds, all or a portion of which are to be used to reimburse the City for project expenditures paid by the City prior to the date of issuance of such bonds. Those regulations (Treasury Regulations, Section 1.150-2) (the "Regulations") require that the City adopt a statement of official intent to reimburse an originai expenditure not later than 60 days after pa).rnent of the original expenditure. The Regulations also generally require that the bonds be issued and the reimbursement allocation made from the proceeds of the bonds within 18 months (or three years, if the reimbursement bond issue qualifies for the "small is..r"r" exception from the arbitrage rebate requirement) after the later of the date the expenditure is paid or (ii) the date the project is placed in service or abandoned, but (unless the issue qualifies for the "small issuer" exception from the arbitrage rebate requirement) in no event more than three years after the date the expenditure is paìd. The Regulations generally permit reimbursement of capital expenditures and costs of issuance of the bonds. 12.2. Prior Expenditures. Other than expenditures to be paid or reimbursed from sources other than the Bonds, (ii) expendtures constituting preliminary expendifures within the meaning of Section 1.150-2(Ð(2) of the Regulations, or (iii) expenditures in a "de minimus" amount (as defined in Section 1.150-2(f¡(1) of the Reguiaiions), no expenditures for the lmprovements have been paid by the City before the date 60 days before the date of adoption of this resolution. 12.3. Declaration of lntent. The City reasonably expects to reimburse the expenditures made for costs of the Improvements out of the proceeds of Bonds i¡ an estimated maximum aggregafe principal amount of $5,360¡00 after the date of payment of all or a portion of the costs of the Improvements. All reimbursed expenditures shall be capital expenditures, a cost of issuance of the Bonds or other expenditures eligible for reimbursement under Section 1 . 150-2(dX3) of the Regulations. 12.4. Budsetary Matters. As of the date hereof, there are no City fi¡nds reserved, allocated on a long- tenn basis or otherwise set aside (or reasonably expected to be reserved, allocated on a long-term basis or otherwise set aside) to provide permanent financing for the expenditures related to the Improvements, other than pursuant to the issuance of the Bonds. The statement of intent contained in this resolution, therefore, is determined to be consistent with the City's budgetary and financial circumstances as they exist or are reasonably foreseeable on the date hereof. 12.5. Reimbursement Allocations. The City's Financial Services Manager shall be responsible for making the "reimbursement allocations" described in the Regulations, being generally the transfer of the appropriate amount of proceeds of the Bonds to reimburse the source of temporary financing used by the City to make prior payment of the costs of the Improvements. Each aliocation shall be evidenced by an entry on the ---PAGE BREAK--- official books and records of the City maintained for the Bonds or the Improvements and shall specifically identifu the actual original expenditure being reimbursed. PASSED AND ADOPTED by the Cìty Council of the City of Billings, Montana, this 11th day of August, 2008. -...tìj'.n*'tt* iÉLsneE,:f;Li CITY OF BILLINGS Attest: Ron Tussing, Mayor Cari Martin. Citv Clerk ---PAGE BREAK--- EXHIBIT A SID 1385 DISTRICT BOL]-NDARY MAP åiïú$ ffiåi ffi* ilffiffi i =;qil iãelcn:il ':âi,3 'toE-o E?3;2 sÚle¿P ?zi'¿'3 =õ:fir :HE:å, q9ãiË Ë: iäã=!:Er ã Ê; - 9 EHT . FË8 ---PAGE BREAK--- EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY Lot2A-4 of Amended Plat of Lot 2A of Amended Lots 2,3,4 and 5, Block 1, Miller Crossing Subdivision, Recorded October 4,2007, under Document No. 3441211 , Records of Yellowstone County; Lots2A-2A8-.z1'-3{of AmendedPlat of Lots 2A-2 & 2A-3, Block 1 of Amended Plat of Lot 2A of Amended Lots 2, 3,4 arrd 5, Block 1, Miller Crossing Subdivision, Recorded January 8, 2008, under Document No. 3450780, Records of Yellowstone County B-1 ---PAGE BREAK--- Property Owner Cabela's Wholesale, Inc Miller Trois, LLC South Billings Center, LLC. Total Legal Description LotZA-3A. of Amended Plat of Lots2L-2 & 2A-3, Block I of Amended Plat ofLot 2A of Amended Lots2,3,4 a¡d 5, Block 1, Miller Crossing Subdivision, Recorded January 8, 2008, under Document No. 3450780, Records of Yellowstone County Lot 2A-4 ofAmended Plat oflot 2A of Amended Lots 2, 3, 4 and 5, Block 1, Miller Crossing Subdivision, Recorded October 4, 2007, under Document No. 344 lzl7, Records of Yelìowstone County Lot 2A-24 ofAmended Plat of Lots2A-z & 2A-3, Block I, of Amended Plat oflot 2A of Amended Lots 2, 3,4 md 5, Block l, Miller Crossing Subdivision, Recorded January 8, 2008, under Document No. 3450780, Records of Yellowstone County Maìling Address One Cabela Drive Sidney, NE 69160 4507 Palisade Drive Billings, MT 59106, 5850 Avenida Encinas, Suite A Carlsbad, CA 92008 Square Footage 404.4t5.396 657,272.484 790,97 I .t92 I,8s2,659.072 Proposed Principal Assessment $ 1.r 70.0 r 4 s I ,901,555 $2,288,359 $5,359,928 Assessed Ma¡ket Value (DOR) 9324,745 $520,237 s62t,514 $t,466,496 Estimated Market Value by Cushman &'iy'akefield, Inc. $3,033,1 l5 $4,929,s44 s5,932,284 $1 3,894,943 EXHIBIT C LISTING OF PROPERTIES IN THE DISTRICT c-1 ---PAGE BREAK--- EXHIBIT D ESTIMATED COST OF IMPROVEMENTS BY THE CITY OF BILLINGS PUBLIC WORKS DEPARTMENT Engineering Right-of-way Acquisition Construction Engineering Services Fees Traffi c Signal Construction Water Main Construction Total Deposit to Project Construction Fund City Engineering and Administration Deposit to Debt Service Reserve Fund (DSRF) - 5% Deposit to Capitalized Interest Fund (CIF) Total Underwriter's Discount (1.7 00%) Costs of Issuance Rounding Amount Total Uses s535,353.00 3 i0,085.00 3,068,058.00 84,000.00 130,987.00 t7 t.511 .00 s4,300,000.00 s4,300,000.00 450,000.00 268,000.00 192,148.13 91,120.00 56,250.00 2,481.87 s5,360,000.00 D-1 ---PAGE BREAK--- EXHIBIT E AMENDED AND RESTATED DEVELOPMENT AGREEMENT EI D-t ---PAGE BREAK--- ---PAGE BREAK--- Execution Copy AvTBxoED AND RNSTATED DEVELOPMENT AGREEMENT MU-INN SUBDIVISION Orr'-Smn IvrpnovEMENTS THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT (thc "Agreement") shall be dated as of August I l, 2008, and is made by and between souTH BILLINGS CENTER, LLC., a Delaware limited liability company whose address is 5850 Avenida Encinas, Suite A, Carlsbad, California 92008 (the "Developer"), CABELA'S WHOLESALE, INC., a Nebraska corporation whose address is One Cabela Drive, Sidney, Nebraska 69160, as successor by merger to Cabela's Retail, Inc., a Nebraska corporation ("Cabela's"), and the CITY OF BILLINGS' MONTANA, a municipal corporation whose address is 210 North 27th Street Billings, Montana 59101 (the "City") (collectively, the "Parties"). WITNESSETH: WHEREAS, the City has pursuant to Ordinance No. 08-5462 (the "Ordinance") created the South Billings Boulevard Urban Renewal District which contains a tax increment provision (the "Urban Renewal District"); and \ryHEREAS, the Developer and Cabela's plan to develop property in the Urban Renewal District as the Billings Town Square Shopping Center and has provided to King and Associates a proposed schedule of development of the Shopping Center (the "Project"); and WHEREA.S, in order to set forth the rights, duties, obligations and responsibilities in connection with the construction of certain public improvements as required by the City of Billings and as more particularly set forth in Exhibit A attached hereto and made a part hereof (the "Public [mprovements") and the Project, the Developer and the City entered into that certain Development Agreement dated as of October 4, 2007, which was duly recorded on October 4, 2007 in the Office of the County Recorder of Yellowstone County, Montana as Instrument No. 3441222 of Official Records (the "Original Development Agreement"); and ---PAGE BREAK--- WHEREAS, it has been the intention and desire of the Parties that the tax increment revenue generated from the Project (the "Project Tax Increment") will be used to pay for the costs of the Public Improvements; and WHEREAS, given the complexities of tax increment bonds and the uncertainty of timing in the development of the Project and the receipt of the proposed tax increment revenues, it is not possible to sell tax increment bonds at this time to pay the costs of the Public Improvements; and WHERBAS, it is necessary and desirable for the Project that the City proceed with the construction of the Public Improvements through the creation of a special improvement district; and WHEREAS, the Developer, Cabela's and Miller Trois, LLC, as owners of record of that property described on Exhibit B attached hereto and made a part hereof (the "South Billings Center Property," the "Cabela's Property" and the "Miller Trois Properfy," collectively, the "Propefty"), have filed a petition with the City dated as of August l l, 2008 (the "Petition") to create a special improvement district to pay the costs of the Public Improvements;and WHBREAS, the City, upon receipt of the signed Petition, will pursuant to Resolution No. 08-18742 (the "Resolution") create Special Improvement District No. 1385 (the "Special Improvement District" or the "District"), to finance the Public Improvements and will issue special improvement district bonds in the principal amount of $5,360,000 (the "Special Improvement District Bonds" or the "Bonds"), to be paid from special assessments levied against the property in the District, to pay the costs of the Public lmprovements, fund a deposit to the City's Revolving Fund, capitalize interest and pay costs associated with the sale and issuance of the Bonds; and WHEREAS, the City has determined pursuant to the Ordinance that the Project and Public Improvements are Urban Renewal Projects and eligible for tax increment frnancing; and WHEREAS, based on the foregoing, the Developer and the City now desire to âmend, restate and supersede the Original Development Agreement, add Cabela's as an additional party, and set forth the Parties' intentions with respect to the availability and use of the Project Tax Increment and other available funds of the City with respect to the Public Improvements being financed by the Special Improvement District Bonds and the reimbursement of the specialassessment levied therefor. NOW THEREFORE, for good and valuable consideration, the Parties hereto hereby agree, covenant and represent as follows: ---PAGE BREAK--- Section 1. Development of the Project. 1.01. King and Associates have prepared a reportto the City dated as of July ll. 2008, (the "King Report") which projects the amount of tax increment revenue that will be generated from the development of the Project. The Developer is actively marketing the Project and the King Report was based on information provided by the Developer with respect to its plan for the development of the Property. Development of the Project is anticipated to be phased based on final agreements between the Developer and its retail tenants but the Developer believes that the development will occur consistent with the findings of the King Report and be substantially completed within five years. Subject to events of Force Majeure, as hereinafter defined, the Developer will complete the on-site improvements set forth in Exhibit C attached hereto and made a part hereof, at an estimated cost of not less than S1,000,000 (the "On-Site Improvements") no later than May 2, 2009 and undertake to develop the Project as expeditiously as possible. The Developer will provide all permanent utilities to the Cabela's Property no later than February 1,2009. 1.02. Cabela's has agreed to construct an 80,000 square foot retail store (the "Cabela's Store") in the Billings Town Square Shopping Center. Subject to events of "Force Majeure" (defined below), the City's substantial completion of the Public Improvements by June l, 2009, and the completion and delivery of the permanent utilities to the Cabela's Property by February 1,2009, Cabela's agrees to complete the construction of the Cabela's Store and open no later than June I ,2009. 1.03. The Developer shall obtain the approval of the City for all construction on or adjacent to the Project. The Developer shall construct all On-Site Improvements in accordance with City ordinances and other applicablè local, state and federal regulations. The proposed developrnent plan shall be in conformance with the current zoning of the Property. All improvements and construction on and adjacent to the Project, including, but not limited to site development, building construction, landscaping, and lighting shall be performed in accordance with all local, state, and federal regulations, and as approved by the City. The Developer and Cabela's acknowledges that the Property is subject to applicable utility fees in place at the time a building permit is secured for building and/or the extension of service to the Properly or any portion thereof is applied for. Fees shall be due and payable by the Developer, Cabela's, or the owner of the Property, if not the Developer, at the time of request for service extension. Section 2. Construction of the Public Improvements. The City will commence construction of the Public lmprovements upon creation of the District and the execution of this Agreement and undertake to complete the construction of the Public Improvements as expeditiously as possible. The construction contract anticipated to be awarded to Knife River Construction on August I l, 2008 has a completion day for the Public Improvements of June I,2009. Section 3. Assessments and Taxes. The Developer and Cabela's acknowledge and understand that all Property in the District will be assessed for its pro rata share of the ---PAGE BREAK--- costs of the Public Improvements as set forth in the Resolution. The Developer and Cabela's agree to pay when due all special assessments and property taxes levied against their respective portions of the Property in the District, unless they have otherwise provided for the payment of those obligations by a lessee or other successor of that Properly through a duly recorded agreement. The Developer also agrees to pay when due all special assessments for any portion of the Property in the District for which it may otherwise be liable or obligated to pay. Section 4. Reimbursements. Consistent with the Parties' desires that Project Tax Increment be used to pay the costs of the Public Improvements, the City agrees to allocate one hundred percent (100%) of the Project Tax Increment to reimburse the owners of the Property in the District responsible for or paying the special assessments (the "Property Owners") as provided in this Section 4, for the payment of special assessments in connection with the Special Improvement District Bonds and as further illustrated on Schedules I and Il attached hereto. Reimbursements will be made by the City on a semi-annual basis by check mailed to the Property Owners at the respective addresses set forth in Section I2 hereof within ten (10) business days from receipt by the City of a paid invoice or other reasonable evidence of the Property Owner's payment of the special assessment for the prior period. 57 of the special assessments (the "Reimbursement Amount") will be first made from Project Tax Increment payable pro rata to the Property Owners in the District on the basis of the amount of their respective special assessments To the extent the Project Tax lncrement is insufficient, the City will use revenues from the City's Arterial Construction Fee established pursuant to Ordinance No. 04-5300 (the "Arterial Fee Revenues") to fund the Reimbursement Amount, for a period ending July l, 2012. After August 1,2012, Project Tax Increment will be the only source of reimbursement of the Reimbursement Amount. Once the Project Tax Increment is sufficient to cover the Reimbursement Amount, any Project Tax Increment in excess of the Reimbursement Amount (the "Excess Project Tax Increment") will be used to reimburse the Property Owners for their 42.5% share of their unreimbursed special assessments (the "Property Owners' Share"), allocable to the Developer, Cabela's and the owner of the Miller Trois Propefy on the basis as illustrated in Schedule I titled "Reimbursement by the City Example". Once the Project Tax Increment is sufficient to cover the Reimbursement Amount and Property Owners' Share, the Excess Project Tax Increment will be used to reimburse on a semiannual basis the Property Owners for their accumulated aggregate unreimbursed special assessments and to reimburse the City for the Reimbursements made from the Arterial Fee l. 2. a 4. ---PAGE BREAK--- Revenues until fully paid based on the percentages illustrated in Schedule II Section 5. No Effect On Obtigation to Pay Special Assessments. Notliing in this Agreemerrt shall be deemed or construed to affect the enforceability of the special assessments levied against the Property in the District or the obligation of any party to this Agreement to pay such special assessments. Section 6. Refunding of the Special Improvement District Bonds. It is the City's intention to refund the Special lmprovement District Bonds from the proceeds of tax increment revenue bonds payable from the Project Tax Increment when and to the extent that the Project Tax Increment is adequate to successfully market a principal amount of bonds sufficient to redeem the Special Improvement District Bonds, fund a debt service reserve, to pay costs associated with the sale and issuance of the Bonds, without any additional credit support of the Developer, at which time the SID assessment would be permanently and unconditionally removed from the Property within the District. Section 7. Representations of Parties. Each Party to this Agreement represents that it has full power and authority to enter into this Agreement and has taken all action necessary and requisite to make this Agreernent valid, binding and enforceable in accordance with its terms. Section 8. Former Rights Superseded. This Agreement, together with all agreements supplementing or ancillary hereto, contains the entire agreement of the Pafties and supersedes the Original Development Agreement. All rights contained in the Original Development Agreement not restated in this Agreement are relinquished by the parties thereto, and the parties thereto are relieved of all obligations contained in the Original Development Agreement not amended by or restated in this Agreement. Section 9. Governing Law. This Agreement shall be governed by and construed in accordance witli the applicable laws of the State of Montana. Section 10. Construction. If any provision of this Agreement is found invalid to any extent, the remainder of this Agreement shall not be affected thereby, and any provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 11. Successors and Assigns. The stipulations and agreements of this Agreement shall be binding on the successors and assigns of the Parties. Section 12. Notices. Any notice, demand or request under this Agreement shall be delivered in person or sent via US Certified Mail, postage prepaid, to the Parties at the following addresses: ---PAGE BREAK--- Cabela's Wholesale, Inc. One Cabela Drive Sidney, NE 691 60 Attn: Mark Nienhueser City of Billings 210 North 27'n Street Billings, MT 59103 Attn: Financial Services Manaser South Billings Center, LLC. c/o Foursquare Properties, [nc. 5850 Avenida Encinas, Suite A Carlsbad, CA 92008 Attn: Jeffrev M. Vitek Section 13. Attorneys' Fees. If it becomes necessary for any Parfy to this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement, or to give any not'ice required herein, then the prevailing party shall be entitled to reasonable attorney fees and costs. Section 14. Amendments. Amendment or modification of this Agreement or any provisions herein shall be made in writing by the Par{y requesting the change and upon acceptance and execution by all Parties shall become a part of this Agreement. Section 15. Force Majeure. For purposes of this Agreement "Force Majeure" shall mean any act of God, fire, earth movement, hurricane, flood, explosion, action of the elements, war, invasion, insurrection, acts of terrorism, riot, mob violence, sabotage, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strikes, lockouts, action of labor unions (unless provoked in bad faith violation of any labor laws by the party claiming its obligation or undertaking was prevented or delayed), condemnation, requisition, laws, orders of governmental or civil or military or naval authorities, or any other cause, similar to the foregoing, not within the control of such party, provided, however, Force Majeure shall not include lack of funds or inabilitv to obtain financine. Section 16. Parties to this Agreement. The only parties,"-rfr,, Agreement are the Developer, Cabela's and the City, and except as stated in this section nothing herein should be held to give rise to claims of third parties. This Agreement establishes a right of reimbursement for special assessments paid by owners of the Miller Trois Property and the City will honor that obligation as if the owner of such property were signatory to this Asreement. ---PAGE BREAK--- CITY OF BILLINGS. MONTANA STATE OF MONTANA County of Yellowstone on this aay or fi¿lîuíl ,2009, before me, a Notary Public +t in and þr the Staqe pf Montana, períonally appeared 11- and Lti MMúJ-<* , known to me to be the Mafor and City Clerk, respectively, of the CITY OF BILLINCS, MONTANA, whose names are subscribed to the foregoing instrument in such capacity and acknowledged to me that they executed the same on behalf of the City of Billings, Montana. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year hereinabove written. Printed name: Residing at: S ) :SS ) Notañ Public for the S ---PAGE BREAK--- SOUTH BILLINGS CENTER, LLC, a Delaware limited liability company By: SOUTH BILLINGS ASSOCIATES, LLC, A Delaware limited liability company, its Manager LLC., the person whose name is su bed to the foregoing acknowledged to me that helshe ex same. IN WITNESS \ryTIE , I have hereunto set my hand and affixed my Notarial Seal the day and ' ¿lir inabove written. Notary Public for the State of Printed name: Residing at: My commission expires: STATE OF :SS county of On this _day of for the State of__, personally appeared known to me to be the Title: Date: { before me, a Notary Public of South Billings Center, instrument and y M. Vitek ive Committee Member 8-8- 09 ---PAGE BREAK--- CATIFORNIA ALI-PURPOSE ACKNOWLEDGMENT State of California I county "t Sarr lu-?O J before me. personally appeared On who proved to me on the basis of satisfactory evidence to be the person{s)'whose namel.af¡)are subscribed to the within instrument and acknowledged to me that @A"nhø, executed the same i@Þlher lrffir authorized capacity(iesf and that byþþ;/:.erftþeir signature(s)zon the instrument the personfd, or the entity upon behalf of which the person(¡/acted, executed the instrument. I certify under PENALÍY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my and official seal. Place Notary Seal Above Signature of Notary Publ¡c OPTIONAL Though the ¡nformat¡on below is not requ¡red by law, ¡t may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to anothet document. Description of Attached Document ritleorrypeorDocume¡t: A'Vvrp-lo4 q I J I (d-o6"tc " l- Document SlCo [Ag Number or Pages: Capacity(ies) Claimed by Signer(s) g'ä;;,Ïff \R.tônjt-m. v tâz n Corporate Officer - Title(s): Signe(s) Other Than Named Above: Signer's Name: n Individual n Corporate Officer - Title(s): n Partner-n Limited n General n Attorney in Fact fl Trustee ! Guardian or Conservator D Other: tr Other: Sioner ls Representinq: - Søß.ì¿ ¡FrA¿ v ue- Signer ls Representing: @2OOTNational NotaryAssæiat¡on.9350DeSotoAve.,P.O,Box2402.Chatsworth,CA91313-2402.M.NationalNotaryorg ltem#5907 Rærder:CallToll-Free1-800€7È6827 n Partner-! Limited n General D Attorney in Fact I Trustee D Guardian or Conservator RAcHEL MtLtER # l5206g7 Nofory Publtc - Colifornio Son Dlego Counfy MyComm. ExSresNov lg, ---PAGE BREAK--- CABELA'S WHOLESALE, INC. QlÈrt¿uc¿.¡a srAr' ou t{,lrrosLu , Onthis 9* dayof for the State of[þtrr¿tþr{ersonal known to me to be the the person whose name is subscribed to me that he/she executed the same. 200 before me. a Notarv Public of Cabela's Wholesale, Inc., acknowledged to the foregoing instrument and IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day and year hereinabove written. Gtt$M¡. I{0TÁRY - Sr¡te d tþFaska FREDAM. DAVIS 2012 Notarv Public for the State of Printed namel Residing at: ---PAGE BREAK--- EXHIBIT A PUBLIC IMPROVEMENTS €$g6gwEËREru@, ESü€" (È*i0llii'B [:lt¡tq(¡s rì¡l l.o{ð 5þ!llf!¡r u¡n*'llïIl ,€0sz 92 Preliminary ÞngÍneer's Estimate of Probahle Gost For Miller Crossing Sife DeveloPment Phase I Off-Site For King 'Ave' East Estlm¡rfe B¡scd on Sthem8iia ALr, HËrÌ$ ÁnE colup¡rETE lN PLÀcs ITEM ÃST UlilltY.Imþrcw¡nàf,íë rof I t-Ê t(obifl¿Eì¡oÌr0.rtF4lmæÇw,1.,. g Sas$!6 1? = S25'688J2 rõi t EA & 3{'{0e00 ¡çA " *'800co itr ''oi H ffiåt,,Xitt 6 /EA = S59500 tùð r.EA lt'l¡9iqÞàr !06 r çÀ raääã4*t_-iãe 6 s6?siÌ5 /EA ' r'õlã0o t07 * EA. tzx&inôReduaer ã $;eSnO ie'c " Slls0oo lo8 ¡ F4 Ui{?xÊ'{rchÎc.à ã iksobo ¡E ' s1'e$00 10€ zq v sinohryôqyi.ol õ ¡æoo rl¡ = t7'fÃt00 Iro s EA lí¡arüøvarriø. õ !?!9'9p tg4: - g'ù.FoÒ iìi a EA aín*C¡liãii*tebd. q {g = ^:l'!Hn iìi ã ËÀ eiryner,äùø-ir,*reø* @ . $!Foq {g = ^il'12500 11¿ 3 EA rreHrãeù¿sçèt¡¡V õ S'9S9:{!4 " l!!,1m'0ô iit ê A ae;¡na,iooïixgli rilaimÞ õ æ.?00{¡ö /EA - $t!'qoom 4tÀ 6ß0 r.F ¡åilirìËiliimoiiäËæ õ s26.oo tl{ ' flLg99 I¡i¡- qd *ç iá,idrstorm o,cft Pjp¿ @ s?9 0o: I !f ' ìl!.Fo 0Û i'ii -ã F¡ rz,16¡60 rô s¡100ú 'EA' s2¡oo00 ,6 I ÊA Ë çt¿:tnlm: d ïF @ 5rP90 " -ff,9!9,7 iiå -ì ts ê ${60.60¡o " st50'0@1}0 ..;iq ì rs - tol subiinãl . LftIllty ¡mÞüov€nérìtl - titìhrlÀI 59ì0? . Phüs(4.0ó)656-ç2t5 ' fli({!ú.}ú56Í9ú7 ' r*¡reqlrûsr = $3ß6,st3j2 A-1 ---PAGE BREAK--- rEM NO. E.sI UNIf PRj CE IOTÁL PRICE flJ¡{,071,65 201 t tS @ 3i6'1¿000 'LS ' 556'lð000 zoz 1 smwîtä*'rri'iri"ãäeirä-äi*i*ö*rta ã ste'æt¿¡ ¡t's = 915'0s143 ?ûi 15üi sy ;r;ööl!!$ùe+1t H 33tr í3i : ffiftr3å 2þi Ê.f¿$ cY utidåsifÈdEHÙÚt¡bD 245 4¿s0 cY ]'ìÞ¡nt¡-ã*!ca*"¡ õ s2r'00 'cY t s89'8Êû00 20.5 t,l3t LF ã srtæ lr - sl5'?3000 2ar 1,0!{t sF Àä;iñ[üR'"& sst ¡sF Ê sq'û2ã00 # ;;fg 5+ *,,.*Jffi"ffij-ili'*,"", Ë 'Åi!ffi ii ; "Ë:üfr Ìio 3 EA f¡onrrurr¡¡ddox - ð $9000 tEA É sr'1700o zrt 13.4¿c sf toloiti¡Uiö¿nooreræs.. ä eso lsr ' s'rsr81000 :ï i 'ä.il er¡ 1. ls '*'-ïift"'cottl - 4 sre'00000 rtl ' szeûq;00 F@ É Es{?i671.43 . sr¡r€9,64+,oÞ " $8i¡6t t2 = -Sr.rsi¡îæ- s78,1?5 2S ô3;!t6 or il3$,6t8 68 S6:38d.6? SûbìofÊl .SÛedtlruPrflemàÞls Tolgt Cgr'lÞ oirreûEuon f7T) f olal cqst of ÒoGlrut¡dn l6É{ovËtü€nt{ AdmfnþtÌâüvå co8És lf DonË by PrlvåtÖcontfact p¡,ø¡¡¡ø*'ns'iJG's"F*f ' $25t02825 = s3t'2ü!32 ,*ur,lotn tnÞ"d,on an¿ riut¡fu cp¡*ot(¿y") = 'ssÛ;05651 Cûnslrudþii Fh¡heerlE strd Manstsáènt(2''6) = s25'02825 *i,u,,rtr""r¡ñtliuxi # ffi qóristru*i¡n clBËee9 Fubfie.Ultr4tÉSsX¡Ert¡i4åt.Matncottstociionitcgo059EfE¡ofl2ti9f tlióGtç#Ae ã stibìlo.uüßtþ8 4% Fsç (sÈYæ¡) ftÉl¡c.ûìlFl'æW{ôrl4tål ¿lalacõtrs. *ün FEe$o 1¿ttl8f ç172% gf thg Grc¡seeø l fu!l¡" Uul¡t¡"" p**¡lse Fe (wô'¿rl : Tafâl ËsfimatÊd Ftq¡Jeclcoçts" TotEl Ntl SqHÊ Fo'bitlE d ictúlGrosi FqlrãÈ f t-âtq{Ê lmPröv6g Tdat Fott Cosl ($et Lol A'ca) ¡ EstlmEle Does NotJnd¡.¡de Frivâtè Utü¡tieõ 1,8r4.504 t.ô,I4,5'Bl $0 t5 A-2 ---PAGE BREAK--- EN&EMEFRSH@, gMtu" (o¡sglti¡¡ tn¡iarrrr erd lttd Sottoyort !g-rur-o7 ""H"*iiT Prelinrinâr:y EngÍneer'sEstimate of Probable Cost Mitler Crossing Site Developm€nt Phase II Off-Site For King Ave, East, South Bftlings Btvd. & Orchard I'n' Improvements Þi{im¡te þsserl o¡ SÈherBetlß Þr$riinÊs ¡\LTJTÌÉMS ARE CEIV¡ÍLETE TN PLA.ÇE DÞSCRIPNON îôl,rL.PRICE tf.sM NO: EST tû2: l0s r04 106 10? 108 J¡}S IIq 111 112 It3 r14 Irå 116 1t7 118 tto 12ç 1?l 122, 121 lÌ4 f25 fLS fL$ ?EA 3ÊA 205 LF 12 Itq 1,'ã35 9Y gü tF toi07Q, CY 6:A?0 çY r,010 LF 9.û10 BF r,t50 .SF ?8 EA i7¿85: sF 3,@0 sF 1?.21s sY 21610 tç fEA 5.300 sF 'f lç Mdb{ì¿êuôir ånú ítst¡dsF (7 } Ëtam WÀte{ Mã¡¡gtrÈnl & E8tori c@bol coßnecl to Eì(. l2J8ch $dn Dêlr Stub 48.1nch qarm or¡ir l¡qrûrplê rà-kÈh sldm bÉ¡h Pþe city, @u(ry Þfãln l{adifcstÍùÉ orchaH ln, lmÞfoIGmohlÊ Retr8,! Þ6!jns Â8phalì ssw ci4 olAsph¡lt UnclãËGlilei, Ê¡rcåEfÐl 1 fæ"ìldl,B€Ec Giw.gl Óu¡b.âI1d Gstter Þtfys.Ap.pt@t AdÞ-€€ÞlfrY FarnÞ Truncâed Dam Perct ?rloott{dt BtedWd. asÞhãlt sürI{*x: @ûÉÊ (b.iæþ Secion) ' .S.ìed+tcufr Mq¡ì6Fot€r¡d.gaú lo-f l0lêffiilon Xìtrd Avè É¡Ët & s. B¡llñgs BÍd fmPóv€neola (lndules Wddrikg. S&olrig. sl¡ÞIry and:Slgnal Relrsb-) ii ecerge rxvd kprèvcmeiüs(soÛh 9f leFAw Ea¡t) . c¿ll@un aíd t,¡dèlP6Ë8AvÊ' güstÈe{tfn FnilûF¡snÞ S1?8i60615 lLS = 512B,606lå $j?,030î$ /Ls. - s37,0303¡t 915000 fEA . s5¿s000 Se.200.00 ,ÊA . S8þ{þ00 l¡26.00 rlF = g7¡l0cÛ tt¿ÈU00 r'dA * 5I5iQq000 8r5d.ættoô tts = $150;ooqoo 9iá,60Ð.ih 'tÈ - s10,500.00 S650 /SY = t23,84250 $400 ,lF r 33,?2000 $soo icY = $so.66ooo S?t 0l¡ /CY : $ll¿iz¡099 91t00 /.LF = $66.11000 'çqpp rsF = S,?ç,IÊ5.d1 $85{, lsF - 510.72500 S100m ,EA ã $5,04000 S¿50 rsF = 9n,.7_ø-?\s-ø g{¡0 ,SF " $i¿,60p00 3t600 /SY . $183.22500 sifoÒ /LF = ngft4ofr $0s00o ,ËA - 53.9P.ç'0 36.60 ,SF = æ9,15o0o c¿ÊO'æ40ü ¡1.9 ' {¿50'o0oüt [EMAIL REDACTED] ,Lg. " 9?0,0ooQ0 f!6 = $tþ,0m,@. rr.s " $?39.0$ oq . $?0,0ço gs $2m.990 @ Lq LS rs Trôm6Sisrd al Èåitmo O;c¡sro tn ' !r[1{1LlÎ 5i102 ' ]hote({0ô)65ó'5?55 ' f¡ü14Ú¡lóSÉ0t67 ' ãqi/'48hç(üt A-3 ---PAGE BREAK--- Tdl¡ I cón61ruct¡sn ôogf8 coÂsbucllón Contl¡EsnPy Toþl eæt of AdminTêtÌet¡ve cóets lf tonê By PdeatÉ contrect Fr.ethrhåry EoltrÞedo¡ ê¡d Oeslgf, {416) FiûålEngitgeôo drd Þæ'vt C¿96i Fþ6st8kilE (25%) corsùucllon liÈ¡xcfivn EtlI qHì9 Cont@l (4çt) conËku!þd. Erls!Éie*rg êld illüoegefñèñ! . årfþieétlng ånú Çqß.@sltàlr HãÉ¡gg{tÊitt TÖtål Esfimätêd P roþFl Costs* f ilâl N¡t SqmG Faotâge lrhP¡wèd foläl GireàìSq{¡ilË F¡ÔÈeé Irlfro€d Tolal s{iúsêfoot'cqit(NÈt LotAÈð} *.€Étlû¡ãtè Þoes Nor lhclude Prieâte Utiftüss Total Ëslrmated Prûieêt.Costs For Phass I E [l = ${,8.5r,6T6¡E = Slæ,€0S.15 ¡1,981,1226{ s7a¿41 qr $õ9,9',æ4f 949.62¡.07 s79.?44 St fit9.622 45 7r8.Eç $2.347,Ê30.33 Ç4;t93412.86 e lr$.14'50{ = t.8l¡1,5{I4 " $f!e A-4 ---PAGE BREAK--- EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY South Billings Center Propefty: Lot2A-2A. South Billings Center LLC. "Lot 2A-2A of Amended Plat of Lots 2A-2 &.2A-3, Block I , of Amended Plat of Lot 2A of Amended Lots 2,3,4 and 5, Block l, Miller Crossing Subdivision, Recorded January 8, 2008, under Document No. 3450780, Records of Yellowstone County" Cabela's Wholesale Prope4v: Lot2A-3A Cabela's "Lot 2A-34 of Amended Plat of Lots 2A-2 &.24-3, Block I of Amended PIat of Lot 2A of Amended Lots 2, 3, 4 and 5, Block 1, Miller Crossing Subdivision, Recorded January 8, 2008, under Document No. 3450780, Records of Yellowstone County" Miller Trois Property: Lot 2A-4 Miller Trois "Lot2A-4 of Amended Plat of LotZA of Amended Lots2,3,4 and 5, Block l, Miller Crossing Subdivision, Recorded October 4,2007 , under Document No. 3441217 , Records of Yellowstone Countv" B-l ---PAGE BREAK--- EXHIBIT C ON-SITE IMPROVEMENTS Developer's On€ ite lm provements Description Total Civil Engineering Soils Eneineerine Þils:3-r.".ns*l.sL 25,000 Mass Gradins $ 12s.000 75',000 $ 5o;o0o ..-D..,..ry."u.,nllif, Preciso Grading ...$.itç.-Çþ.t'-ilgls Storm Drain Tofal: 1,o0o,0oo c-l ---PAGE BREAK--- utustiation Pr¡rposês:enly scl{EDULE I Basêd on Bond P.rlncipal Amountof $518€0,û00 wiür iñtèr€$ 2I.25% 6ptft be$tæré¡r MíÌ¡er and south Biltìnge 21.25q6 sptit Æ:samesenoughTlÊRevenuefo'ott/0trní!4 payrnent 857272,4U 45.389å. g.6409o Assessmentamountsoavabh btreacå respec{ireoarty Sourlt*,EìillinqsCe¡terLLC. 790,971.192 54,62yo 1l.610% 1tu:m1a $ 128rO89 C 1Aæ243Ã7ø 21,? 1q sourcer ptat Sate:P'çr iotalSq. Ft 1,852,659.072 0.0'691 Cabe{aÌs Wholesala lnc. 404;.415,398. Mìlbt Picipedt Or*ner 657,272,484 Rêii¡bursernent bv the Civ . Assumpliôn lhát Fôursoua¡e rivíll reimbur.ee the Millers soírrt BÌllirigscertèrlLc. 7.90,971-1s2, D 42.5% ol $ Relm. PÊr Y.eår Ass-êssmênt Âmôunt pàid S T.Òtai C by TIF or City Cabda'svvholesale Inc. 27,A5 27,gAS 27,221 724 Milt€r Property O\ ñer 45¡41A. 45,418 12;349. .33,069. €ogrþ BiltinSs Cont€rLLC, 54æq S4,Tjø 14,&72 g9;864 1rs,0€€ 54,44' ?385? TIÍ!Æl.a. $r 128..099. 42:5ro 57'5% Rate,per D'isfhe amdrot the ti'¡Þ pa.rti€S will be respongiblg for unti! qngug¡ 1¡p reyênue is avsilabté Source: Plat Sq. Ft Total Sq. Ft. l;852,659.0720 0.0891 Gabelals\¡fì,ûrolesale Ina 404,4,15.396 Mifler Frcpefty Owner 857,:272,48,4 Sourth BilÌings,tê¡ìteî L!-C. 790i971_f 9! D. 42.506:of $ Reim, Per Year Ass€ssm€m Amount paid $ Totâl c by TlF or City Cabefa'¡WtofesaÌe fnc. ff ;945. 27,Ð45 27,n1 724 Mìller ftoperty Orrner 45,.418 4S,4lS 1,2,94S g3,0ôg Sourth Biflings Centsr LLC, 54;æe S4,V?6 14.972 e9;q64 128,0S0 54,442 73,657 42.5% 57.5% Ð is the amcunf the tuo partbs will be responsible for until enough TIF re.¿enue is available I Fr'l 7À lll- (n f.rl 7À ñ-lz-t (n \JF f.rf xrr \i ì-tlJ l- (â U) H(n U) 7àñz-l (n ---PAGE BREAK--- SCHEDULE II RE lM B URSEMENT OF SPEC IAL AS SES SMENTS (continued) SCHEDULE II lf lustration Purposes On[y enough TIF R*enw to Çover SlÐ Þbf Payment cìty Reimb. South Billirgs and Gabel's 147,314 57 5Ùo/o Cabela's Vl/frolesale Inc. PaiS Amount 54,442 21 25ok Miller Property O,vner 24,698 9.640/o $öurth B¡tlings Center LLÇ. Faid AftÉúnt 29,744 11.61V¡ 256,198 100.00c/o Assume there is $'l00,00u abctve rèquirÊd debt payment $ Paid BacK Crtyof Elfings 67,140 ûabeta's\Mrolesale lnc. 21,250 Mlller Property û'vner 9,640 Sourth Bitlings Center LLC. ,f1,610 The rcimbursement to eash respectÍve party would continue urtil ar-nount paid hasibeçn recovered II-t ---PAGE BREAK--- Descriot¡ôn Ahpon Center Airpol Associates Jordãn Lãnding LLC Rapid Cenler Redmond Oflice South B¡llings Soulh Redmond The Park al Jordan Parlner #1 Russell Grosse 24050'f 200101 12007 1h20011 Advance Pavablê AiP A/R 35.000.00 35,000.00 Panner #2 Padner #3 Witliãm crosse Edch Grosse 2¡f050'f 200101 1200711120011 240501 200101 12007111200'11 Advañce Advencê Pâvâble A/P A./R Pevable A./P ¡JR 30.000.00 352,s00.00 96,000.00 Parlner tl4 Totål Jeff.ev Vilek [PHONE REDACTED]¡1 t20071t120011 Advânce Pavablê A./P A/R 0.00 0.00 30.000.00 35,000 00 0.00 387,500.00 0.00 96,000.00 0.00 0.00 ---PAGE BREAK--- Oescr¡otion Airpon Cenler Airpol Associates Jordan Landìno LLC Rapid Center Redmond Oflìce Soúlh Billings Soulh Redmond The Park ei Jordan 300001 EQUITY CaÞ¡tâl Pârlner #l Russel Grosse 100.00 r.000.00 27.556.23 Padner #2 W¡ll¡ãm G.osse 300002 EQUITY Cåpital 100.00 1.000.00 300003 100.00 1.000.00 27 .556.23 Padner#3 Er¡.h crosse EOUIIY CãÞ¡lal 300004 100 00 1.000.00 27.556.23 Pedner ll4 Jeffrev V¡tek EOUITY CaÞitel fotal 0.00 0.00 400.00 0.00 0.00 4,000.00 0.00 110,224.92 0.00 0.00