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Council member Anderson introduced the following resolution and moved for its adoption: RESOLUTION #02-01-006 RESOLUTION APPROVING AMENDMENT OF THE SYSTEMATIC REFRIGERATION, INC. TIF AGREEMENT AND APPROVING ASSIGNMENT AND ASSUMPTION AGREEMENTS RELATING TO SAID TIF AGREEMENT WHEREAS, the City and Mateski Properties, LLC, a Minnesota Limited Liability Company ("Mateski"), entered into (a) a Contract for Private Development dated as of March 31, 2000 (the "Development Agreement") regarding the development of certain real property located in Development District No. 1 and Tax Increment Financing District No. 2 (the "Development Area"), (b) an Agreement to Pay Deficiencies dated as of March 31, 2000 (the "Deficiency Agreement") providing that Mateski will pay deficiencies if Net Tax Increment is less than the Required Increment, and (c) an Assessment Agreement and Certificate of County Auditor dated as of March 31, 2000 (the "Assessment Agreement") providing that the Development Property will have a Minimum Market Value of $3,599,100.00; and WHEREAS, Mateski desires to amend Section 2.1(i) of the Development Agreement to clarify and amend the Goals to include both retention of jobs and creation of new jobs and to provide for the retention of thirty-eight (38) jobs and the creation of seven (7) New Jobs; and WHEREAS, Mateski desires to transfer substantially all of its assets to ZZ Acquisition II Corp., a Wisconsin Corporation ("ZZ") pursuant to that certain Asset Purchase Agreement by and among Mateski and ZZ (the "Asset Purchase Agreement"); and WHEREAS, Mateski desires to assign its fights and obligations under the Development Agreement and the Deficiency Agreement and the Assessment Agreement to ZZ, as holder of one hundred percent (100%) of Mateski's assets, and ZZ desires to assume Mateski's rights and obligations under the Development Agreement and the Deficiency Agreement, and the Assessment Agreement; and WHEREAS, such assignment is permitted, with the consent of the City, by Section 8.2 of the Development Agreement; and WHEREAS, the Development Agreement may be amended pursuant to Section 1 !.4; and WHEREAS, pursuant to Grant Agreement Number CDAP-99-0224~H-FYOO (the "Grant Agreement") between the Minnesota Department of Trade and Economic Development (the "Grantor Agency") and the City, Mateski is required to provide sufficient funds to complete financing and agree to loan terms with the City regarding the Grant; and WHEREAS, the City and Mateski are parties to that certain Agreement For Loan From Minnesota Investment Fund dated as of July 5, 2000 (the "Loan Agreement") and Promissory Note dated as of July 5, 2000 (the "Promissory Note"); and WHEREAS, Mateski desires to amend Section 7.1(a) of the Loan Agreement to clarify and amend the public purposes and goals of the subsidy to include both retention of jobs and creation of New Jobs (as defined in the Loan Agreement), and (b) to amend Section 7.1(b) to provide for the retention of thirty-eight (38)jobs and the creation of seven (7) New Jobs; and RESOLUTION #02-01-006 Page 1 of 5