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APR. 30. 2004 9 : 40AM METRO, PLAINS NO, 167 P. 4 <br /> 4. Cost of the Bluff Block. <br /> The Development Agreement will identify the purchase price that MetroPlains must pay <br /> to acquire the Jackson Block. <br /> In addition to being willing to reduce the SAC and WAC fees, if necessary, to make the <br /> projects feasible the City is willing to reduce the cost of the Jackson Block in its entirety if <br /> necessary. However,the City is willing to reduce the SAC and WAC fees and the cost of the <br /> Jackson Block only if construction of the Bluff Block occurs. MetroPlains agrees that the City <br /> can recapture the value of the Jackson Block from tax increments derived from inflation. <br /> 5. Issuance of City Tax Increment Bonds. <br /> The Development Agreement will state that in order to enable MetroPlains to achieve the <br /> profit, fees and rate of return contemplated by this memorandum, the City will consider issuing <br /> revenue or general obligation tax increment bonds to refinance the Bluff Block tax increment <br /> revenue notes. <br /> The City will consider issuing General Obligation Tax Increment Bonds subject to the <br /> following conditions, <br /> • it is determined that the construction of the Bluff project will not occur without <br /> the issuance of the bonds; <br /> • the principal amount of the bonds will not exceed the amount of tax increment <br /> generated by the Bluff project; <br /> • bonds will not be issued for the Jackson project. <br /> • bonds will not be issued until the construction financing closes on the Bluff <br /> project; <br /> • personal guarantees of shortfall in tax increments will be required from principals <br /> of MetroPlains or MetroPlains' parent company, MetroPlains Properties, Inc. if determined by <br /> Ehlers and Associates to have sufficient net worth and asset liquidity; <br /> • no profit can be taken out of the Bluff project by MetroPlains until the actual <br /> market value of the completed Bluff project is determined and the actual amount tax increments <br /> generated by the Bluff project is established; <br /> • if tax increments are less than expected,developer profit will be used to pay the <br /> debt service on the bonds; <br /> • minimum sale prices established for the Bluff housing units cannot be changed <br /> without HRA consent. <br /> 3 <br /> 1643076v <br />