ࡱ> @ sbjbjFF V,,bkF$L+++Pd+,LL9X,n,4,,,---A9C9C9C9C9C9C9$:R=Pg95--55g9,,4|97775,,A975A9777,L, *RB+5v7%99097P=a6pP=7&rP=7-/b7(1D2---g9g9LLD6@LLMEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING made this _____ day of _______, 2006, by and among the CITY COUNCIL OF THE CITY OF HAMPTON, VIRGINIA (the "City Council"); and HAMPTON MALL ASSOCIATES, or its successor or assigns, as developer (the "Developer"); and the PENINSULA TOWN CENTER COMMUNITY DEVELOPMENT AUTHORITY (the "CDA"). W I T N E S S E T H WHEREAS, the Landowner has, pursuant to Sections 15.2-5152 et seq. of the Code of Virginia of 1950, as amended (the "Virginia Code"), by petition filed on November 9, 2005, with the City Council (the "Petition") petitioned the City Council to create a community development authority to assist in the development of public improvements substantially as set forth in the Petition (the "Improvements") in conjunction with a town center development with commercial and residential uses designed with new urbanism planning and architectural principles, including a network of connected public streets and urban park sites and other public improvements (the "Project") to be located in the area known as "Coliseum Mall" in the City of Hampton, Virginia (the "City"), and WHEREAS, by Ordinance enacted February22, 2006 (the "Ordinance"), attached hereto, the City Council created the CDA and the CDA District (as described in the Ordinance); and WHEREAS, the parties wish to set forth several understandings with respect to the CDA and its plan of finance in this Memorandum: NOW, THEREFORE, in consideration of the foregoing, the parties set forth the following agreements and understandings: 1. Developer. Developer shall mean Hampton Mall Associates until such time as Hampton Mall Associates forms a new entity and such new entity assumes the obligations of Developer hereunder and under a Development Agreement to be entered into by and between the CDA and the Developer. Hampton Mall Associates or its principals shall have a controlling interest in any such new entity and any such entity shall be subject to prior approval by the City, which approval shall not be unreasonably withheld. 2. Issuance of Bonds. The CDA proposes to issue tax-exempt bonds (the "Bonds") pursuant to Virginia Code Sections 15.2-5158(A)(2) and 15.2-5125 and the Internal Revenue Code of 1986, as amended, to be used to finance the acquisition, design, construction and development by or on behalf of the CDA of the Improvements. The CDA expects to finance the Improvements with one or more series of Bonds in the maximum aggregate principal amount of $[__________] which shall constitute an amount sufficient to pay the costs of the Improvements, capitalized interest for a period up to two years after completion of the Improvements, costs of acquisition of land or interests therein (such costs to be capped at $27,600,000), site and abutting property demolition, the funding of required reserves, and the costs of issuing the Bonds. Notwithstanding the amount of Bonds issued, the CDA shall not be responsible for paying any costs of the Improvements in excess of $65,502,700. The costs of Improvements exceeding the proceeds of the Bonds allocated therefor shall be the responsibility of the Developer in a manner and at times satisfactory to the City and the CDA. The CDA will not issue any additional bonds or undertake any financing, including any refunding bonds, without the prior approval of the City Council. 3. Development of Improvements. (a) The Improvements to be financed with the proceeds of the Bonds consist of various public infrastructure improvements, including certain roads and traffic improvements, parking facilities (consisting of one or more parking structures with approximately 3,000 spaces), streetscaping and parks, stormwater management improvements, water and sewer system extensions and improvements, and certain other amenities all as generally described in Exhibit C to the Petition. The CDA, or the Developer or its designee, on behalf of the CDA, will enter into contracts for the acquisition, design, construction, development and equipping of the Improvements. (b) The City Manager or such officer's designee shall be designated as the "CDA Representative" and will be responsible for approving on behalf of the CDA all requisitions for expenditures of Bond proceeds and any other CDA approvals. (c) The City will pay the costs of demolishing the flyover and related improvements to Coliseum Drive. (d) The Developer will pay the costs of improvements to the intersection of Commerce and Mercury Boulevards, including signalization; however to the extent there are Bond proceeds not needed to pay the costs of the Improvements, including costs of issuing the Bonds and certain reserves, the CDA will apply such Bond proceeds to the costs of such improvements. 4. Submission of Information. Before the issuance of the Bonds, the Developer or the CDA, as appropriate, will submit to the City Manager and the City's Director of Economic Development a Limited Offering Memorandum or other disclosure document to be used in connection with the sale of the Bonds and such other information with respect to the CDA's finances and the issuance of the Bonds as the City Manager or the City's Director of Economic Development may reasonably request. Such documents will be furnished to the City solely for informational purposes and receipt of any such document does not constitute approval of any such document by the City or any person not submitting such documents. 5. Special Assessment; Special Real Property Tax; and Incremental Tax Revenues. (a) Special Assessment. (i) Request for Collection -- Not later than February 1 of each year, commencing in 2007, the CDA will request the City to collect annual installments (the "Annual Installment) of a special assessment (the "Special Assessment") within the CDA District pursuant to Virginia Code Section 15.2-5158(A)(5). In making the above request, the CDA will provide such information as the City may request to enable it to collect the Annual Installment. The Special Assessment shall be in an amount equal to debt service on the Bonds, administrative expenses of the City in connection with the levy and collection of the Special Assessment and the performance of its obligations hereunder and an annual payment to a repair and replacement fund (the "Repair and Replacement Fund") in the amount of $50,000 annually (the "Assessment Amount"). The Annual Installment shall be equal to the Assessment Amount due in any calendar year. (ii) Retail Portion A portion of the Special Assessment shall be collected in an amount equal to one-half of one percent of each $1.00 of retail sales generated and reported each year by all retail establishments located within the CDA District (the "Retail Portion"). (iii) Back-up Portion Not later than February 1 of each year, commencing in 2008, the CDA will request the City to collect the Back-up Portion of the Annual Installment due in such year, if any. The Back-up Portion of any Annual Installment shall be equal to the difference between the Annual Installment and the sum of all revenues collected and appropriated to the CDA by the City Council from the Retail Portion from the preceding calendar year, the Incremental Tax Revenues (as defined in paragraph 5(c) below) from the preceding calendar year and the revenues collected from the Special Tax (as defined in paragraph 5(b) below). (iv) Agreement with respect to Assessment -- The City Manager or other officer responsible for preparing the City's budget shall include payments to the CDA to be derived from such Annual Installment in the City's budget for each fiscal year any Bonds are outstanding; provided that such payments shall be included in the budget only to the extent of available Annual Installment revenues. The City agrees that so long as the Bonds are outstanding that the City Council will collect the Annual Installment and pay the amounts received thereunder to the CDA, subject to appropriation each year by the City Council. The City's obligation to make payments to the CDA of the Annual Installment shall not be deemed to be a general obligation of the City, shall be payable solely from payments of the Annual Installment received by the City and shall be subject to and dependent on appropriations being made from time to time of the Annual Installment by the City Council for such purpose. (v) In the event any Landowner pays any portion of the Back-up Assessment, such payment shall be reimbursed from any Surplus, as defined herein, provided that any such reimbursement shall be made only from the portion of any Surplus derived from Incremental Tax Revenues. Surplus shall mean the excess of the Retail Portion, the Special Tax and the Incremental Tax Revenues available to the CDA in any calendar year over the Annual Installment. The City and the CDA agree that any Surplus will be paid, subject to appropriation by City Council, to the City's Industrial Development Authority or other entity legally authorized to make payments to the Landowners to reimburse any Back-up Portion paid by any Landowner, but only from available Incremental Tax Revenues. Any Surplus remaining after such reimbursement shall be paid to the City. (b) Special Real Property Tax -- For each fiscal year of the City commencing in fiscal year 2007, the City Council shall levy and collect a special tax with respect to each taxable parcel of real property within the CDA District pursuant to Virginia Code Section 15.2-5158(A)(3) (the "Special Tax"). Such Special Tax shall be in the amount of $.25 per $100 of the assessed fair market value of any taxable real estate, or the assessable value of taxable leasehold property as specified by Virginia Code Section 58.1-3203, within the CDA District. The City agrees that the City Council will levy and collect the Special Tax in accordance with the provisions of this Memorandum and pay such Special Tax collections to the CDA, subject to appropriation each year by the City Council. The City Manager or other officer responsible for preparing the City's budget shall include payments to the CDA to be derived from such Special Tax in the City's budget for each fiscal year any Bonds are outstanding; provided that such payments shall be included in the budget only to the extent of available Special Tax revenues. The CDA will provide such information as the City Council may request to enable it to levy and collect the Special Tax. The City's obligation to make payments to the CDA of the Special Tax shall not be deemed to be a general obligation of the City, shall be payable solely from payments of the Special Tax received by the City and shall be subject to and dependent on appropriations being made from time to time of the Special Tax by the City Council for such purpose. The Special Tax received in each fiscal year shall be calculated by the City's Commissioner of Revenue or such officer's designee. (c) Incremental Tax Revenues -- The City agrees to pay to the CDA certain Incremental Tax Revenues, determined as set forth below, each year as long as any Bonds are outstanding, subject to appropriation each year by the City Council. The City Manager or other officer responsible for preparing the City's budget shall include payments to the CDA to be derived from such Incremental Tax Revenues in the City's budget for each fiscal year any Bonds are outstanding; provided that such payments shall be included in the budget only to the extent of available Incremental Tax Revenues. The City's obligation to make payments to the CDA of Incremental Tax Revenues shall not be deemed to be a general obligation of the City, shall be payable solely from payments of the Incremental Tax Revenues received by the City and shall be subject to and dependent on appropriations being made from time to time of Incremental Tax Revenues by the City Council for such purpose. The Incremental Tax Revenues shall equal the sum of all Real Property Tax Incremental Revenues, Sales Tax Incremental Revenues, Meals Tax Incremental Revenues and Amusement Tax Revenues, each as hereinafter defined. "Real Property Tax Incremental Revenues" means 100% of the City's ad valorem real property tax revenues collected by the City within the CDA District commencing in the fiscal year of the City beginning July 1, 2007, which exceed the ad valorem real property tax revenues collected by the City within the CDA District in the fiscal year of the City ended June 30, 2006. "Sales Tax Incremental Revenues" means 50% of the City's sales tax revenues consisting of the "local portion" of the sales tax collected by the City from retail establishments located within the CDA District commencing in the calendar year beginning January 1, 2007, which exceed the sales tax revenues collected by the City from retail establishments located within the CDA District in the calendar year ended December 31, 2004. "Meals Tax Incremental Revenues" means 25% of the City's meals tax revenues collected by the City from all food establishments located within the CDA District commencing in the calendar year beginning January 1, 2007, which exceed the meals tax revenues collected by the City from all food establishments located within the CDA District in the calendar year ended December 31, 2004. The City agrees that payment of the Meals Tax Incremental Revenues will not diminish the 2% of such meals tax collections dedicated to the City's convention center and such 2% portion shall be calculated based on 100% of the meals tax receipts and shall be paid from the City's 75% portion of meals tax receipts . "Amusement Tax Revenues" means 50% of the City's amusement tax revenues collected by the City from all amusement establishments located within the CDA District commencing in the calendar year beginning January 1, 2007 which exceed the amusement tax revenues collected by the City in the calendar year ended December31, 2004. After the Bonds are paid, or provision for their payment has been made in full, all Incremental Tax Revenues shall belong to the City. (d) Administrative Costs -- If requested by the City, the CDA shall reimburse the City for its reasonable costs and expenses associated with the CDA, including the administration and collection of the revenues payable to the CDA. Administrative expenses (not to exceed $5,000 in the first year the Annual Installment is collected and $2,500 in subsequent years) may be deducted by the City in its remittance to the CDA or the Trustee for the Bonds. To the extent the City's administrative expenses exceed the amount deducted by the City in its remittance to the CDA or the Trustee for the Bonds, the City may require the CDA to include the amount of such excess as part of the Annual Installment and pay such amount to the City. In addition to administrative expenses, the City shall be entitled to recover any additional costs incurred by the City in conjunction with any and all proceedings to collect the amounts payable to the CDA hereunder, including tax foreclosure, administrative and other proceedings. (e) Notice to Subsequent Landowners The Developer agrees that it will include in each sales contract and each deed for the conveyance of a fee simple interest in any portion of land within the CDA District that is subject to an outstanding Special Assessment a disclosure statement that includes a statement of the amount of the applicable portion of the Special Assessment and setting forth the name and address of the CDA's administrator or other location where information regarding the CDA and the Special Assessment may be obtained. All such sales contracts and deeds shall also include a covenant that all subsequent deeds conveying any fee simple interest in land within the CDA District that is subject to an outstanding Special Assessment include such disclosure statement. 6. Additional Covenants. (a) The Developer and the CDA agree that all improvements financed with proceeds of the Bonds will be owned by the CDA or other appropriate public entity, including the City. The Developer and the CDA further agree that the City shall not be required to undertake ownership, operation or maintenance of any such improvements unless the City agrees to such undertaking. The Development Agreement shall include appropriate indemnification provisions indemnifying the City with respect to all public improvements owned by the CDA. (b) The Developer will operate and maintain all Improvements owned by the CDA pursuant to contracts described in Treasury Regulations Section 1.141-3(b)(4)(iii) or qualifying management contracts that comply with IRS Revenue Procedures 97-13 as modified by Revenue Procedures 2001-39. The Developer will pay the costs of such operation and maintenance. The Repair and Replacement Fund shall be used for repairs and replacements of Improvements and such other uses as may be permitted by the Indenture pursuant to which the Bonds are issued (the "Indenture"). (c) To the extent the City receives any moneys from the Virginia Department of Transportation for maintenance of any roads constituting Improvements, the City will pay such money to the Developer to be applied to pay the costs of such maintenance, subject to appropriation by City Council. (d) The Developer agrees that it will apply all moneys it receives from the purchase price paid by the CDA for the acquisition of land or other interests therein to the costs of the Project. (e) The Developer agrees to develop the Project with a tenant mix and quality of construction comparable to the Zona Rosa project in Kansas City, Missouri. The Developer anticipates that the Project will, at a minimum, include approximately 900,000 square feet of retail, restaurant, entertainment, office and residential space consisting substantially of the following components with the approximate square footages shown: anchor stores (384,000 square feet); existing free-standing restaurants (19,800 square feet); in line retail establishments (300,000 square feet); in line restaurants (30,000 square feet); office space (50,000 square feet); cinemas/entertainment (28,000 square feet); approximately 110 residential units; and one or more parking structures consisting of approximately 3,000 spaces. (f) The Developer and the CDA agree that no payments will be requested by the CDA from the City other than the payments described herein. The Bonds will not constitute a debt or pledge of the full faith and credit of the City and will not impose any liability on the City and the documents pursuant to which the Bonds are issued and sold will contain a statement to that effect in form satisfactory to the City. (g) The CDA will sell the Bonds only in minimum denominations of $100,000 and appoint an underwriter for the Bonds reasonably acceptable to the City. (h) The Developer (1) will enter into guaranteed maximum price contracts for the development, redevelopment and construction of the Improvements and the Phase 1 Improvements, as defined below and (2) will obtain payment and performance bonds and/or completion bonds for such contracts acceptable to the City Manager. Preliminary plans for the Phase 1 Improvements include the following: at least two anchor stores, approximately 19,800 square feet of free-standing restaurants, approximately 330,000 square feet of in line retail and restaurant space, approximately 50,000 square feet of office space, approximately 28,000 square feet of entertainment space, approximately 110 residential units and one or more parking structures consisting of approximately 3,000 spaces. The City, the CDA and the Developer agree that the square footage and nature of the development may be adjusted by the Developer as long as the Project remains substantially as described. Before delivery of such guaranteed maximum price contracts and bonds, CDA Bond proceeds will be expended only for costs of issuing the Bonds and for capitalized interest payments and no Bond proceeds will be expended for costs of land acquisition until such contracts and bonds have been delivered. The Developer agrees that the Phase 1 Improvements will be substantially complete within 36 months after the date of issuance of the Bonds. (i) The CDA agrees to comply with the continuing disclosure requirements to the extent required by Securities and Exchange Commission Rule 15c2-12 and to furnish copies of all filings under such Rule to the City Manager within 15 days after filing. Developer shall cooperate with CDA and shall endeavor to provide information with respect to the Developer and the Improvements reasonably requested by the CDA in connection with the CDA's disclosure obligations. (j) The CDA will engage a professional administrator to oversee its financial affairs and shall obtain an annual report of the CDA's finances from such administrator. Copies of such financial report and all other reports required by the Trustee for the Bonds and the owners of the Bonds shall be furnished to the City Manager and the City's Director of Economic Development as  HYPERLINK http://soon.as soon as they are available to the CDA. (k) The Developer and the CDA agree that all improvements financed with proceeds of the Bonds will be built in accordance with all applicable zoning, environmental and other regulatory requirements and any improvements that the City agrees to acquire will be built in compliance with all applicable specifications of the City. 7. Approved Budget; and Notice of Appropriation. The City shall furnish to the Developer, the CDA and the Trustee for the Bonds as soon as available and in any event by each June 1 a copy of the approved budget of the City for the next succeeding fiscal year of the City. The City Manager shall deliver to the CDA and to the Trustee for the Bonds within 10 days after the beginning of each of the City's fiscal years a written notice specifying the amounts appropriated by the City Council to the CDA during such fiscal year. The City agrees to notify the Trustee for the Bonds and each Nationally Recognized Municipal Securities Information Repository and any State Information Depository within the Commonwealth of Virginia in the event the City Council fails to appropriate any amounts payable hereunder by the City. 8. Developer. Information with respect to the Developer as required by the City's Policy with respect to the creation of community development authorities is included as Exhibit A hereto. 9. CDA Counsel. The Landowner, the Developer, the City and the CDA acknowledge and confirm that Kaufman & Canoles PC shall serve as counsel to the CDA. 10. Prerequisites to Issuance of Bonds. The CDA agrees that it will not issue Bonds until the Developer has satisfied the prerequisites set forth in this paragraph The Developer agrees that it will provide the following to the City in form and substance reasonably satisfactory to the City before the issuance of the Bonds: (a) evidence that the sources of revenues available to the CDA pursuant to this Memorandum will be sufficient to pay debt service on the Bonds, CDA administrative costs, including administrative costs payable to the City, and annual Repair and Replacement Reserve deposits; (b) evidence of the Developer's ability to substantially complete the Project and the Improvements within 36 months after issuance of the Bonds, subject to Force Majeure including (i) information with respect to anchor tenants including commitments or letters of intent from at least 2 anchors; (ii) evidence of Developer equity, private financing commitments or letters of intent in amounts sufficient to complete the Project and the Improvements, including Developer equity satisfactory to the City; (iii) final or near final cost calculations for the Project and the Improvements; (iv) disbursement schedules for the Bond proceeds, equity and private financing; and (v) evidence of adequate provision for the cost of operating and maintaining the Improvements, including the source of funding therefor; (c) evidence that the Project will be a development similar in character, tenant mix and quality of construction to the Zona Rosa project in Kansas City, Missouri; and (d) an appraisal showing appraised value of the land or interests therein to be acquired by the CDA and of the Project. 11. Approval by City. Any approval or consent required of the City under this Memorandum may be given by the City Manager or such officer's designee unless action by City Council is expressly required. 12. Successors and Assigns. This Memorandum shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 13. Amendments. This Memorandum may be amended only in writing signed by each of the parties hereto or their successors and assigns. 14. Term. This Memorandum shall be in full force and effect until all Bonds have been paid or deemed no longer outstanding under the Indenture. 15. Severability. If any clause, provision or section of this Memorandum is held to be illegal, or invalid by any court, the invalidity of the clause, provision or section shall not affect any of the remaining clauses, provisions or sections, and this Memorandum shall be construed and enforced as if the illegal or invalid clause, provision or section has not been contained in it. 16. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one and the same instrument. 17. Recitals. The recitals set forth at the beginning of this Memorandum are incorporated into and made a part of this Memorandum as though they were fully set forth in this Section 16 and constitute representations and understandings of the parties hereto. 18. Governing Law and Venue. This Memorandum shall be governed by the laws of the Commonwealth of Virginia. Any lawsuit, action or proceeding arising under this Memorandum shall, to the extent there is federal jurisdiction over the parties and subject matter, be exclusively in the federal court for the Eastern District of Virginia, and to the extent that there is no federal jurisdiction in the Circuit Court of the City of Hampton, Virginia. 19. Notices. Any notice, request or other deliveries required to be given hereunder shall be deemed given if sent by registered or certified mail, postage prepaid, addressed (a) if to the City, at 22 Lincoln Street, Hampton, Virginia 23669 (Attention: City Attorney), (b) if to the CDA, at 22 Lincoln Street, Hampton, Virginia 23669 (Attention: Chairman), and (c) if to the Landowner or Developer, c/o Mall Properties, Inc., 654 Madison Avenue, New York, New York 10021 (Attention: Howard S. Struletz) and at 150 West Main Street, Suite 2100, Norfolk, Virginia 23510 (Attention: Vincent J. Mastracco, Jr.). Any party may designate any other addresses for notices or requests or other deliveries by giving notice under this Section 18. WITNESS the following signatures. 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