5.1. SR 10-17-2005 - Laserfiche WebLink

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Participant, that such Lender and each Participant be a "qualified financial institution" within the meaning of the regulations promulgated under the Securities Act of 1933, as amended, and deliver a letter of investment intent in a form satisfactory to the City or that such Placement Agent represent that it will not sell or grant participation in the Tax Increment Revenue Note in amounts less than $100,000 or to any entity that is not a "qualified financial institution" or without obtaining a letter of investment intent in a form satisfactory to the City. Any offering material prepared by the Developer or any Placement Agreement in connection with the Developer's assignment of the Tax Increment Revenue Note to any Lender must be reviewed and approved by the City; provided that the City will make no representations or warranties with respect to the information contained in any such offering material. (d) If and to the extent Available Tax Increments collected in any year are in excess of the Pledged Tax Increment and the Parking Lot Pledged Tax Increment, the excess shall be retained by the City. Section 5.3 Reduction of Assistance. (a) The Developer shall maintain books and records relating to the financing, construction, leasing and sales of the Minimum Improvements in accordance with generally accepted accounting principles consistently applied. (b) On or before the later of the Cash Flow Determination Date or the Profit Determination Date, the Developer shall, at its sole expense but as a Total Development Cost, cause a certified public accountant acceptable to the City to have prepared and delivered to the City a Sources and Uses Statement, a Profit Statement with respect to the Bluff Block Development and a Cash Flow Statement with respect to the Jackson Block Development. The Developer shall also furnish such additional documentation as the City may reasonably request. Within thirty (30) days of receipt, the City shall notify the Developer of any necessary adjustments. Within thirty (30) days after the Developer provides a revised Sources and Uses Statement, Profit Statement and/or Cash Flow Statement(s) to the satisfaction of the City, or within thirty (30) days of the original receipt thereof if the City requires no adjustments, the City shall notify the Developer in writing whether the Sources and Uses Statement, Profit Statement and Cash Flow Statements are determined by it to be acceptable. (c) Within thirty (30) days of the acceptance of the Sources and Uses Statement, Profit Statement and Cash Flow Statement by the City, if the Rate of Return for the Jackson Block Commercial Project is at or above the Targeted Return and the Developer has received a development fee at least equal to 12% of development costs approved by the Minnesota Housing Finance Agency with respect to the Jackson Block Housing Project, the Developer shall pay to the City the lesser of (i) the sum ofthe Excess Funding and the Excess Profit, if any, and (ii) the amount of SAC and WAC reimbursed to the Developer pursuant to Section 5.7(a) plus the difference between the fair market value of the Jackson Block Property as set forth in Section 3.4 and the purchase price of the Jackson Block Property paid by the Developer. To the extent the Developer fails to pay such amount to the City, the City may apply Available Tax Increments to reimburse itself for such amount and no amount shall be payable under the Tax Increment Revenue Note until the City has been fully reimbursed. Such amounts paid to the City shall be credited against the payments otherwise due under the Tax Increment Revenue Note. I 824344vRED V2 to VI; 10/12/05 30