08-16-04 agendaCITY OF RICHFIELD, MINNESOTA
MONDAY, AUGUST 16, 2004
REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING
RICHFIELD CITY HALL
6700 PORTLAND AVENUE
COUNCIL CHAMBERS
7:00 P.M.
AGENDA
Call to order
1. Approval of minutes of Regular HRA Meeting of July 19, 2004
Notes:
2. HRA approval of agenda
3. Consent Calendar contains several separate items which are acted upon by the HRA
in one motion. Once the Consent Calendar has been approved, the individual items
and recommended actions have also been approved. No further HRA action is
necessary. However, any HRA Commissioner may request that an item be removed
from the Consent Calendar and placed on the regular agenda for HRA discussion and
._% action. All items listed on the Consent Calendar are recommended for approval.
A. Consideration of approval of resolution consenting to transfer and assignment of
City Bella Limited Revenue Tax Increment Note S.R. No. 34
B. Consideration of approval of form of security for pledge by Gramercy Corporation
LLC of $500,000 towards cost of skyway S.R. No. 35
Notes:
4. Public hearing regarding resolution authorizing sale of 6805-12th Avenue to Twin Cities
Habitat for Humanity for single family home development (continued from July 19,
2004)
Staff Report No. 36
Notes:
5. Consideration of resolutions regarding 2005 Proposed HRA Budget and tax levy and
2004 Revised HRA Budget
Staff Report No. 37
Notes:
6. Executive Director report
7. Claims and payroll
Adjournment
Auxiliary aids for individuals with disabilities are available upon request. Requests must be
made at least 96 hours in advance to the Administrative Services Director at 612-861-9702.
~1
AGENDA ITEM # 3 7
REPORT #
~~' STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
AUGUST 16, 2004
REPORT PREPARED BY: CHRIS REGIS, FINANCE MANAGER
NAME, T/TLE
REPORT PRESENTER: STEVE L. DEVICH,
ADM TRATIVE SERV. DIR.
/,--_
DEPARTMENT DIRECTOR - `
REVIEW:
ICNATURE
REVIEWED BY EXECUTIVE
DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of resolutions approving proposed property tax levy for payable 2005 for
certification to Hennepin County.
I. RECOMMENDED ACTION:
By Motion: Adopt the attached resolutions approving the 2005
Proposed Housing and Redevelopment Authority Budget and Tax
Levy and 2004 Revised Housing and Redevelopment Authority
Bud et.
II. BACKGROUND
N/A
III. BASIS OF RECOMMENDATION
A. POLICY
• Minnesota Statutes require adoption of a preliminary levy from each
taxing authority.
~___' The budget and accompanying proposed levy for 2005 are ready for
consideration.
• Even though a pubic hearing for the HRA tax levy is not required by
State Statute, this does not preclude the HRA from opening this item
~`, up for public discussion if the HRA desires to do so.
J B. CRITICAL ISSUES
• As required by State Statutes, each taxing authority must certify its
proposed tax levy for the payable year 2005 to the County Auditor on
or before September 15, 2004.
C. FINANCIAL
• The Proposed 2005 HRA levy represents a 13.69% increase from the
previous year's levy.
D. LEGAL
• N/A
IV. ALTERNATIVE RECOMMENDATION(S~
• The HRA could adopt a preliminary levy less than the one proposed herein.
However, that would not provide for programs that are recommended in the
2004 Revised/2005 Proposed budget.
V. ATTACHMENTS
• Resolution Approving Proposed 2005 Housing and Redevelopment Authority
Budget and Certifying the 2005 Tax Levy
• Resolution Authorizing Revision of the 2004 Budget of the Housing and
Redevelopment Authority of Richfield
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
HRA RESOLUTION NO.
RESOLUTION APPROVING PROPOSED 2005 HOUSING AND REDEVELOPMENT
AUTHORITY BUDGET AND CERTIFYING THE 2004 TAX LEVY
BE IT RESOLVED by the Housing and Redevelopment Authority of the City of
Richfield, Minnesota as follows:
Section 1. The budget for the Housing and Redevelopment Authority
General Fund of Richfield for the year 2005 in the amount of
$556,750 is hereby ratified.
Section 2. The estimated gross revenue of the Housing and Redevelopment
Authority General Fund of Richfield from all sources, including
general ad valorem tax levies as hereinafter set forth for the year
2005, and as the same are more fully detailed in the Executive
Director's official copy of the budget for the year 2005, in the
amount of $568,170 is hereby approved.
Section 3. There is hereby levied upon all taxable property in the City of
Richfield an ad valorem tax in 2004, payable in 2005 for the
following purposes:
Housing and Redevelopment Authority $370,270
Section 4. A certified copy of this resolution shall be transmitted to the County
Auditor.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 16th day of August, 2004.
Thomas E. Harms, Chair
ATTEST:
Kristal Stokes, Secretary
HRA RESOLUTION NO.
RESOLUTION AUTHORIZING REVISION OF THE 2004 BUDGET OF THE
HOUSING AND REDEVELOPMENT AUTHORITY OF RICHFIELD
WHEREAS, Resolution No. 902 appropriated funds for personal services and other
expenses and capital outlay for the Housing and Redevelopment Authority for the year
2004, and
WHEREAS, The Executive Director has requested a revision of the 2004 budget as
detailed in the 2005 budget document.
NOW, THEREFORE, BE IT RESOLVED by the Housing and Redevelopment
Authority of Richfield, Minnesota as follows:
Section 1. That the 2004 appropriation for the Housing and Redevelopment
Authority General Fund be revised. as follows:
$149,210 increase
Section 2. Estimated 2004 gross revenue of the Housing and Redevelopment
Authority General Fund from all sources, as the same are more fully
detailed in the Executive Director's official copy of the 2004 budget
document, are hereby revised as follows:
$48,960 increase
Section 3. That the Executive Director bring into effect the provisions of this
resolution.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 16th day of August, 2004.
Thomas E. Harms, Chair
ATTEST:
Kristal Stokes, Secretary
AGENDA ITEM # 4
REPORT # -~
~~ ~ STAFF REPORT
HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
~ AucusT 16, 2004
BRUCE NORDQUIST, HOUSING AND
REPORT PREPARED BY: REDEVELOPMENT MANAGER
REPORT PRESENTER: BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
Nanlc, Ti~cc
DEPARTMENT DIRECTOR REVIEW:
SIGNATURL•
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Public hearing regarding the sale of 6805 12th Avenue to Twin Cities Habitat for Humanity for
single family home development. (Continued from July 19, 2004.)
I. RECOMMENDED ACTION:
Conduct and close the public hearing and by motion: Adopt the
attached resolution authorizing the sale of 6805 12th Avenue to Twin
Cities Habitat for Humanity for single family home development and
the execution of appropriate documents by the Housing and
Redevelopment Authority's Chair and Executive Director.
III. BACKGROUND I
The Housing and Redevelopment Authority (HRA) purchased the property at 6805
12th Avenue for single family development and eventual sale to a first time buyer. It
is proposed that the HRA sell the property to Twin Cities Habitat for Humanity
(Habitat) to build an addition to the home. The existing home has approximately
670 sq. ft. on the first floor. The addition will add approximately. 500 sq. ft. of living
space, allow three. standard sized bedrooms, and a larger kitchen and bath to
accommodate a family. A porch is being added to the front of the house. The
development agreement is similar to those used for the past eight Habitat
081604 6805 12`h Ave
developments. The following items are those which differ from a typical HRA
development agreement but are typical for Habitat projects:
• The home will likely have a property value upon completion of approximately
$200,000, made affordable by a second mortgage and Habitat's zero interest
mortgage program.
• The sale price of the property from the HRA to Habitat is $1. The development
agreement will be recorded against the property,- which would be released by a
Certificate of Completion upon construction completion.
• Habitat will require their end buyer to execute a $35,000 second mortgage to
Hennepin County for the HOME funds used in the initial purchase of the
property, and $15,000 to the HRA for the balance of the land value.
• Habitat will need approximately seven months to complete the project rather
than the four months builders typically receive.
III. BASIS OF RECOMMENDATION
A. POLICY
• Habitat has evidenced experience, capability and financial security.
• The HRA acquired the property with federal CDBG funds for an affordable
housing initiative.
• The terms of the development agreement have been negotiated and conform
with program guidelines.
B. CRITICAL ISSUES
• The remodeled home will not only allow an opportunity for a new family, it will
make the house saleable to future buyers by providing livable space
throughout.
• Habitat has volunteer crews and materials, and is ready to move forward.
• Habitat hosted a meeting with neighbors on August 10; receiving positive
feedback.
i INANCIAL I
• All of the remodeling will be done with Habitat's funding.
• The property was purchased with $115,000 in CDBG funds and $35,000
from Habitat.
D. LEGAL
• Notice of public hearing on sale of the property was published July 8 in
the Sun-Current.
• This is a continuation of a public hearing originally scheduled for ,July 19.
The meeting was continued to August 16, 2004 by HRA action.
ALTERNATIVE KECOMMENDATION(S
• Do not proceed with the developm
find another buyer.
agreement with Habitat and direct staff to
~ V. ATTACHMENTS ~
• Kesolution
• House plans
• Form of Agreement
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• NA
HRA RESOLUTION NO.
~.-! RESOLUTION AUTHORIZING SALE OF REAL PROPERTY LOCATED AT
6805 12TH AVENUE SOUTH TO TWIN CITIES HABITAT FOR HUMANITY
IN ACCORDANCE WITH A DEVELOPMENT AGREEMENT
WHEREAS, the Housing -and Redevelopment Authority in and for the City of
Richfield, Minnesota (HRA) desires to develop certain real property pursuant to and in
furtherance of the Richfield Rediscovered Program adopted by the HRA, said real property
being described as follows:
Address Legal
6805 12th Avenue South All of the South seventy-two (72) feet of the North One
Hundred Forty-four (144) feet of Block Five (5), except the East
One Hundred Thirty-three (133) feet thereof, Rich Fields,
Hennepin County, Minn., according to the plat or map thereof
now on file and of record in the office of the Registrar of Titles,
in and for said County and State.
Subject to a right of way for private roadway eight (8) feet wide
commencing at road on the North side of Southeast Quarter
(SE'/4) Sec. 26 Twp. 26 R. 24 and running South along the
Westerly side of said tract to the South ten (10) acres of the
West fifty-five (55) rods of the West Half (W'/z) of said
Southeast quarter (SE'/4) according to deeds record in Book
264 of Deeds page 123 and Book 340 of Deeds page 129 and
Book 460 of Deeds page 192. Also
That part of the South Thirteen Hundred and Ten (1310) feet of
the East Eight and 58/100 (8.58) feet of the West Forty-one
and 58/100 (41.58) feet of the Southwest Quarter (SW'/4) of
Southeast Quarter (SE'/4), Section 26, Township 28, Range
24, which lies between the north and south lines extended of
the South 72 feet of the North 144 feet of Block 5, Rich Fields,
Hennepin County, Minn. according to the map or plat thereof
now on file and of record in the office of the Registrar of Titles
in and for said County and State.
WHEREAS, the HRA is authorized to sell real property within its area of operation
after public hearing; and
WHEREAS, a developer, Twin Cities Habitat for Humanity, has been identified as
the purchaser of the described property and in accordance with a development agreement;
and
WHEREAS, a public hearing has been held after property public notice.
081604 6805 12`h Ave
NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment
Authority in and for the City of Richfield:
1. A public hearing has been held and 6805 12th Avenue is authorized to be sold for
$1.00 to Twin Cities Habitat for Humanity in accordance with a development
agreement with the HRA.
2. That the HRA accept a $15,000 second mortgage lien executed by Habitat, and
upon sale to an end buyer, the HRA release the lien with Habitat and accept a
second mortgage lien executed by the end buyer.
3. The Chairperson and Executive Director are authorized to execute a Contract for
Private Development and other agreements as required to effectuate the sale to
Twin Cities Habitat for Humanity.
Adopted by the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota this 16th day of August 2004.
Thomas E. Harms, Chair
ATTEST:
Kristal Stokes, Secretary
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SUBJECT PROPERTY PHOTO ADDENDUn'[
FRONT VIEW OF
SUBJECT PROPERTY
REAR VIER' OF
SUBJECT PROPERTY
STREET SCENE
CONTRACT FOR DEVELOPMENT
Between
THE HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF RICHFIELD, MINNESOTA
and
TWIN CITIES HABITAT FOR HUMANITY, INC.
at
680512TH AVENUE SOUTH, RICHFIELD
This Instrument Drafted by:
The Housing and Redevelopment Authority
in and for the City of Richfield
6700 Portland Avenue South
Richfield, Minnesota 55423
Telephone: (612) 861-9760
CONTRACT FOR DEVELOPMENT
THIS AGREEMENT, made and entered into as of this 16th day of August 2004, by and
between the Housing and Redevelopment Authority in and for the City of Richfield, a body
corporate and politic under the laws of the State of Minnesota, having its principal office at 6700
Portland Avenue, Richfield, Minnesota (HRA), and Twin Cities Habitat for Humanity, Inc. a non-
profit corporation under the laws of Minnesota, having its principal office at 3001 Fourth Street SE,
Minneapolis, MN 55414 (Developer).
WITNESSETH: WHEREAS, the HRA has purchased the property at 6805 12th Avenue
South, Richfield, legally described as: All of the South seventy-two (72) feet of the North One
Hundred Forty-four (144) feet of Block Five (5), except the East One Hundred Thirty-three (133)
feet thereof, Rich Fields, Hennepin County, Minn., according to the plat or map thereof now on file
and of record in the office of the Registrar of Titles, in and for said County and State.
Subject to a right of way for private roadway eight (8) feet wide commencing at road on the North
side of Southeast Quarter (SE '/4) Sec. 26 Twp. 26 R. 24 and running South along the Westerly side
of said tract to the South ten (10) acres of the West fifty-five (55) rods of the. West Half (W %2) of
said Southeast quarter (SE '/a) according to deeds record in Book 264 of Deeds page 123 and Book
340 of Deeds page 129 and Book 460 of Deeds page 192. Also
That part of the South Thirteen Hundred and Ten (1310) feet of the East Eight and 58/100 (8.58)
feet of the West Forty-one and 58/100 (41.58) feet of the Southwest Quarter (SW '/4) of Southeast
Quarter (SE '/4), Section 26, Township 28, Range 24, which lies between the north and south lines
extended of the South 72 feet of the North 144 feet of Block 5, Rich Fields, Hennepin County,
Minn. according to the map or plat thereof now on file and of record in the office of the Registrar of
Titles in and for said County and State.
WHEREAS, the Developer has proposed the Improvements, as hereinafter defined, for the
Property which the HRA has determined will promote and carry out the objectives for which the
Property was purchased; will assist in carrying out the objectives of the New Home Program; and
will be in the vital best interests of the City, and the health, safety and welfare of its residents and in
accord with the public purposes and provisions of the applicable state and local laws and
requirements.
NOW, THEREFORE, in consideration of the mutual covenants and obligations of the
HRA and the Developer, each party does hereby represent, covenant and agree with the other as
follows:
ARTICLE I.
DEFINITIONS, EXHIBITS, RULES OF INTERPRETATION
Section 1.1. Definitions. In this Agreement, the following terms have the meaning given
below unless the context clearly requires otherwise:
(a) Cam. The City of Richfield, Minnesota.
(b) Construction Plans. Collectively, the plans, drawings and related documents
related to the Improvements, which are listed on Exhibit A.
(c) Developer. Twin Cities Habitat for Humanity, Inc.
(d) Development. The Property and the Improvements to be constructed thereon
according to the Construction Plans approved by the HRA.
(e) HRA. The Housing and Redevelopment Authority in and for the City of Richfield,
Minnesota.
(f) Homeowner. A purchaser whose income does not exceed 50% of the Twin Cities
area median income, is a first time buyer, and is qualified to buy the Property for owner occupancy.
(g) Housing and Redevelopment Authorities Act (HRA Act). Minnesota Statutes
Sections 469.001 through 469.047.
(h) Improvements. Each and all of the structures and site improvements constructed or
renovated on the Property by the Developer, as specified in the Construction Plans approved by the
HRA.
(i) Mortgage and Holder. The term "mortgage" shall include the mortgages
referenced in Article VI of this Agreement and any deed of trust or other instrument creating an
encumbrance or lien upon the Property of any part thereof, as security for a loan. The term "holder"
in reference to a mortgage includes any insurer or guarantor (other than the Developer) of any
obligation or condition secured by such mortgage or deed of trust.
(j) New Home Program. HRA program to encourage development of new housing
opportunities for low to moderate income buyers.
(k) Unavoidable Delays. Delays which are the direct result of strikes, labor troubles,
fire or other casualty to the Improvements, litigation commenced by third parties which results in
delays or acts of any federal, state or local government, except those contemplated by this
Agreement, which are beyond the control of the Developer.
Section 1.2 Exhibits. The following Exhibits are attached to and by reference made a part
of this Agreement:
A. List of Construction Plan Documents
B. Form of Quit Claim Deed
C. Form of Certificate of Completion
Section 1.3 Rules of Interpretation.
(a) This Agreement shall be interpreted in accordance with and governed by the laws of
the State of Minnesota.
2
(b) The words "herein" and "hereof' and words of similar import, without reference to
any particular section or subdivision refer to this Agreement as a whole rather than any particular
section or subdivision hereof.
(c) References herein to any particular section or subdivision hereof are to the section or
subdivision of this Agreement as originally executed.
(d) Any titles of the several parts, articles and sections of this Agreement are inserted for
convenience and reference only and shall be disregarded in construing or interpreting any of its
provisions.
ARTICLE II.
REPRESENTATIONS AND UNDERTAHINGS
Section 2.1 By the Developer. The Developer makes the following representations and
warranties as the basis for undertakings on its part herein contained:
(a) The Developer has the legal authority and power to enter into this Agreement, and
has duly authorized the execution, delivery and performance of this Agreement; and the
individual(s) who execute this Agreement on behalf of the Developer have the power and authority
to bind the Developer;
(b) The Developer has the necessary equity capital or will obtain commitments for
financing necessary for construction of the Improvements;
(c) The Developer will construct the Improvements in accordance with the terms of this
Agreement, the Construction Plans, and all local, state and federal laws and regulations;
(d) The Developer will obtain, in a timely manner, all required permits, licenses and
approvals, and will meet, in a timely manner, the requirements of .all local, state and federal laws
and regulations which must be obtained or met before the Improvements maybe constructed; and
(e) The plans for the Improvements have been prepared by a qualified draftsperson or
architect.
Section 2.2 By the HRA. The HRA makes the following representations as the basis for
the undertaking on its part herein contained:
(a) The HRA is authorized by law to enter into this Agreement, to carry out its
obligations hereunder, and the individuals who execute this Agreement on behalf of the HRA have
the power and authority to bind the HRA; and
(b) -The HRA will, in a timely manner, subject to all notification requirements, review
and act upon all submittals and applications of the Developer and will cooperate with the efforts of
Developer to secure the granting of any permit, license, or other approval required to allow the
construction of the Improvements; provided, however, that nothing contained in this subparagraph
3
2.2(b) shall be construed to limit in any way the reasonable and legitimate exercise of the HRA's
discretion considering any submittal or application.
~) ARTICLE III.
ACQUISITION OF PROPERTY; CONVEYANCE TO DEVELOPER
Section 3:1 Sale of Property to Developer. The HRA is the fee owner of the Property.
The HRA agrees to sell the Property to the Developer and the Developer agrees to purchase the
Property from the HRA in "as-is" condition. The HRA agrees to convey the Property to the
Developer by Quit Claim Deed in the general form of Exhibit B. The purchase price for the
Property will be $1.00.
Section 3.2 Obligation to Repay. The developer, for itself and its transferees and assigns,
agrees with the HRA that the actual market value of the Property is $50,000. The Hra has agreed to
sell the Property to the Developer for the price specified in Section 3.1 of this Agreement in order to
provide home ownership opportunities to persons who might not otherwise be eligible. The
Developer agrees to repay to the HRA the difference between the actual purchase price and the
stipulated market value upon the occurrence of either of the following:
(a) failure be the developer to perform as required by Section 4.5 of this agreement;
or
(b) upon completion of construction of the Minimum Improvements and issuance of
Certificate of Completion as required by Section 4.4 of this Agreement, unless the Minimum
Improvements and Property are sold to a qualified Homeowner with an income less than 50% of the
median income for the Twin Cities metropolitan area, as adjusted for family size and as determined
by the HRA.
In order to secure its obligations to the HRA, the Developer agrees to execute a second
mortgage and note to the HRA at closing in the form attached hereto as Exhibit D. Unless the
Developer has defaulted as described above in this Section 3.2, the HRA agrees to release the
mortgage and note upon sale of the Property to a qualifying Homeowner, provided that the
Homeowner executes a second mortgage and note to the HRA in a form acceptable to the HRA. To
be acceptable to the H1tA, the second mortgage and note to be executed by the homeowner must
require repayment to the HRA in the amount of the HRA's lien if, within the original term of the
first mortgage, 20 or 30 years of the date of closing on the Property from the Developer, the
Homeowner sells or transfers the property to another Homeowner who is not income qualified as
described in this Section 3.2.
Section 3.3 Closing. Closing on the Property will take place on or before the 30th of
September, 2004, or such other date as may be agreed to by the parties in writing. At closing, the
Developer will provide the HRA with payment for the Property. If closing has not occurred by the
30th of September, 2004, either party may terminate this Agreement.
Section 3.4. Taxes and Special Assessment. Real estate taxes will be prorated between
the HRA and the Developer as of the date of closing. Levied and pending special assessments, if
4
any, will be satisfied at the time of closing and the Property will be transferred to the Developer free
and clear thereof.
Section 3.5 Soil Conditions and Hazardous Wastes. The Developer acknowledges that
the HRA makes no representations or warranties as to the conditions of the soils on the Property, its
fitness for construction of the Improvements or any other purpose for which the Developer may
make use of the Property, or regarding the presence of hazardous wastes, pollution or contamination
on the Property. The HRA will allow reasonable access to the Property for the Developer to
conduct such tests regarding soil conditions and hazardous wastes as the Developer may desire.
Permission to enter the Property to conduct such tests must be given in writing under the terms and
conditions established by the HRA.
Section 3.6. Trees. All healthy trees will be saved and protected by the Developer during
construction, to the extent possible, except those that specifically interfere with the construction of
the Improvements.. Trees requested to be removed must be identified by type on the site plan
provided by the Developer.
Section 3.7. Sale to Homeowner; Covenant on Use. The Developer agrees to convey the
Property and Improvements to an identified Homeowner within 120 days of the date of closing by
the HRA and Developer. This Agreement constitutes a covenant on the part of the Developer, its
successors and assigns, to use the Property and Improvements for owner-occupied, single-family
residential purposes as permitted by the City.
ARTICLE IV.
CONSTRUCTION OF IMPROVEMENTS
Section 4.1. Construction of Improvements. The Developer shall construct the
Improvements on the Property in accordance with the Construction Plans, and shall maintain,
preserve and keep the Improvements in good repair and condition until sale of the Property to a
Homeowner.
Section 4.2. BuildinE Plans. No building permit will be issued by the City unless the
Construction Plans are in conformity with this Agreement, and all local, state and federal
regulations. The HRA shall, within 25 days of receipt of Construction Plans submitted in
application for a building permit, review such Construction Plans to determine whether the
foregoing requirements have been met. If the HRA determines such Construction Plans to be
deficient, it shall notify the Developer in writing stating the deficiencies and the steps necessary for
correction. Issuance of the building permit by the City with the approval of the HRA shall be a
conclusive determination that the Construction Plans have been approved and shall satisfy the
provisions of this Section 4.2.
Section 4.3 Schedule of Construction. Subject to Unavoidable Delays, construction of the
Improvements shall be completed prior to the 31st of March, 2005. All construction shall be in
conformity with the approved Construction Plans. Periodically during construction the Developer
shall make reports in such detail as may reasonably be requested by the HRA concerning the actual
' progress of construction. If at any time prior to completion of construction the HRA has cause to
believe that the Developer will be unable to complete construction of the Improvements in the time
5
permitted by this Section 4.3, it may notify the Developer and demand assurances from the
Developer regarding the Developer's construction schedule. If such assurances are not forthcoming
or are deemed by the HRA at its sole discretion to be inadequate, the HRA may declare an Event of
Default and may avail itself of any of the remedies specific in Section 8.2 of this Agreement.
Section 4.4 Certificate of Completion. Promptly after notification by the Developer of
completion of construction of the Improvements, the HRA shall inspect the construction to
determine whether the Improvements have been completed in accordance with the Construction
Plans and the terms of this Agreement, including the date of the completion thereof. In the event
that the HRA is satisfied with the construction, the HRA shall furnish the Developer with a
Certificate of Completion in the form attached hereto as Exhibit C. Such certification by the HRA
shall be a conclusive determination of satisfaction and termination of the agreements and covenants
in this Agreement with respect to the obligation of the Developer to construct the Improvements.
The certification provided for in this Section 4.4 shall be in recordable form. If the HRA
shall refuse or fail to provide certification in accordance with the provisions of this Section 4.4, the
HRA shall within 15 days of such notification provide the Developer with a written statement,
indicating in adequate detail in what respects the .Developer has failed to complete the
Improvements in accordance with the provisions of this Agreement necessary, in the opinion of the
H1tA, for the Developer to take or perform in order to obtain such certification.
Section 4.5 Failure to Construct. In the event that construction of the Improvements is
not completed as provided in Section 4.3 of this Agreement, the Developer shall be liable to the
HRA for the amount of the H1ZA's expenses as liquidated damages. As security for the obligations
created in this Section 4.5 and in Section 3.2, this Agreement shall be recorded and survive closing.
The security shall be retained by the HRA until the closing on the sale of the Property from the
Developer to the Homeowner. The provisions of this Section 4.5 shall not be construed to prejudice
or limit any additional rights of the HRA under Article VIII of this Agreement.
ARTICLE V.
INSURANCE
Section 5.1 Insurance. The Developer will provide and maintain or cause to be provided
and maintained at all times during the process of constructing the Improvements and, from time to
time at the request of the HRA, furnish the HRA with proof of payment of premiums on:
(a) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value
Basis," in an amount equal to 100% of the insurable value of the Improvements at the date of
completion, and with coverage available in non-reporting form on the so-called "all risk" form of
policy;
(b) Comprehensive general liability insurance (including operations, contingent liability,
operations of subcontractors, completed operations and contractual liability insurance) together with
an Owner's Contractor's Policy with limits against bodily injury and property damage of not less
than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess
liability policy maybe used); and
6
(c) Workers' compensation insurance, with statutory coverage.
The policies of insurance required pursuant to clauses (a) and (b) above shall be in form and
content satisfactory to the HRA and shall be placed with financially sound and reputable insurers
licensed to transact business in Minnesota. The policy of insurance delivered pursuant to clause (a)
above shall contain an agreement of the insurer to give not less than thirty (30) days advance notice
to the HRA in the event of cancellation of such policy or change affecting the coverage thereunder.
7
ARTICLE VI.
FINANCING
Section 6.1 Financing. Within 15 days of the date of execution of this Agreement, the
Developer shall submit to the HRA evidence of financing for the Improvements in compliance with
the provisions of Section 2.1(b) of this Agreement. If the HRA finds that the financing is adequate
in amount to provide for the construction of the Improvements, the HRA shall notify the Developer
of its approval.
If the HRA rejects the evidence of financing as inadequate, the Developer shall have 30 days
or such additional period of time as the Developer may reasonably require from the date of such
notification to submit evidence of financing satisfactory to the HRA. If the Developer fails to
submit such evidence or fails to use due diligence in pursuing financing, the HRA may terminate
this Agreement and both parties shall be released from any further obligation or liability hereunder,
except for the HRA's remedies pursuant to Section 4.5 of this Agreement.
Section 6.2 Limitation Upon Encumbrance of Property. Prior to the issuance of the
Certificate of Completion, neither the Developer nor any successor in interest to the Property or any
part thereof shall engage in any financing or any other transaction creating any Mortgage or other
encumbrance or lien upon the Property, whether by express agreement or operation of law, or suffer
any encumbrance of lien to be made on or attached to the Property other than the liens or
encumbrances attached for the purposes of obtaining funds to the extent necessary for making the
Improvements without the prior written approval of the' HRA. The HRA shall not approve any
Mortgage which does not contain terms which conform to the terms of this Article VI and Section
8.2 of this Agreement.
Section 6.3 Subordination. In order to facilitate obtaining financing for the construction
of the Improvements by the Developer, the HRA shall agree to modify this Agreement in the
manner and to the extent it deems reasonable, upon request by the financial institution and the
Developer.
ARTICLE VII.
PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER
Section 7.1 Representation as to Redevelopment. The Developer represents and agrees
that its undertakings pursuant to the Agreement, are for the purpose of development of the Property
and not for speculation in land holding. The Developer further recognizes that, in view of the
importance of the Development to the general welfare of Richfield and the substantial financing and
other public aids that have been made available by the HRA for the purpose of making the
Development possible, the qualification and identity of the Developer are of particular concern to
the HRA. The Developer further recognizes that it is because of such qualifications and identity
that the HRA is entering into this Agreement, and, in so doing, is further willing to rely on the
representations and undertakings of the Developer for the faithful performance of all undertakings
and covenants agreed by the Developer to be performed.
8
Section 7.2 Prohibition Against Transfer of Property and Assignment of Agreement.
For the reasons set out in Section 7.1 of this Agreement, the Developer represents and agrees that,
except for associating with other individuals or entities, .prior to the issuance of the Certificate of
Completion by the HRA:
(a) Except only by way of security for, and only for the purpose of obtaining financing
necessary to enable the Developer or any successor in interest to the Property, or any part thereof, to
perform its obligations with respect to the Development under this Agreement, and any other
purpose authorized by this Agreement, the Developer, except as so authorized, has not made or
created, and that it will not make or create, or suffer to be made or created, any total or partial sale,
assignment, conveyance, or any trust in respect to this Agreement or the Property or any part
thereof or any interest therein, or any contract or agreement to do any of the same, without the prior
written approval of the HRA; and
(b) The HRA shall be entitled to require, except as otherwise provided in this
Agreement, as conditions to any such approval under this Section 7.2 that: (i) Any proposed
transferee shall have the qualifications and financial responsibility, asdetermined by the HRA,
necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer or,
in the event the transfer is of or relates to part of the Property, such obligations to the extent that
they relate to such part. (ii) Any proposed transferee, by instrument in writing satisfactory to the
HRA and in form recordable among the land records, shall for itself and its successor and assigns,
and specifically for the benefit of the HRA, have expressly assumed all of the obligations of the
Developer under this Agreement and agreed to be subject to such obligations, restrictions and
conditions or, in the event the transfer is of, or relates to part of the Property, such obligations,
conditions, and restrictions to the extent that they relate to such part; provided, that the effect that
any transferee of, or any other successor in interest whatsoever to, the Property or any part thereof,
shall, for whatever reason, not have assumed such obligations or agree to do so, shall not, unless
and only to the extent otherwise specifically provided in the Agreement or agreed to in writing by
the HRA, relieve or except such transferee or successor .from such obligations, conditions, or
restrictions, or deprive or limit the HRA of or with respect to any rights or remedies or controls with
respect to the Property of the construction of the Improvements; it being the intent of this Section
7.2, together with other provisions of this Agreement, that to the fullest extent permitted by law and
equity and excepting only in the manner and to the extent specifically provided otherwise in the
Agreement no transfer of, or change with respect to, ownership in the Property or any part thereof,
or any interest therein, however consummated or occurring, whether voluntary or involuntary, shall
operate, legally or practically, to deprive or limit the HRA, or any rights or remedies or controls
provided in or resulting from this Agreement with respect to the Property and the construction of
the Improvements that the HRA would have had, had there been no such transfer or change. (iii)
There shall be submitted to the HRA for review all instruments and other legal documents involved
in effecting transfers described herein, and if approved by the HRA, its approval shall be indicated
to the Developer in writing.
In the absence of specific written agreement by the HRA to the contrary, no such transfer or
approval by the HRA thereof shall be deemed to relieve the Developer from any of its obligations
with respect thereto. The sale of the Development to the Homeowner shall not be deemed to be a
transfer within the meaning of this Section 7.2.
9
Section 7.3 Annrovals. Any approval required to be given by the HRA under this Article
VII may be denied only in the event that the HRA reasonably determines that the ability of the
Developer to perform its obligations under this Agreement will be materially impaired by the action
for which approval is sought.
ARTICLE VIII.
EVENTS OF DEFAULT
Section 8.1 Events of Default Defined. The following shall be deemed Events of Default
under this Agreement and the term shall mean, whenever it is used in this Agreement, unless the
context otherwise provides, any one or more of the following events:
(a) Failure by the Developer to pay when due the payments required to be paid or secured
under any provision of this Agreement;
(b) Failure by the Developer to observe and substantially perform any covenant, condition,
obligation or agreement on its part to be observed or performed hereunder, including the time for
such performance;
(c) If the Developer shall admit in writing its inability to pay its debts generally as they
become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of its
creditors, or shall consent to the appointment of a receiver of itself or of the whole or any
substantial part of the Property;
(d) If the Developer, on a petition in bankruptcy filed against it, be adjudicated as bankrupt,
or a court of competent jurisdiction shall enter an order of decree appointing, without the consent of
the Developer, a receiver of the Developer or of the whole or substantially all of its property, or
approve a petition filed against the Developer seeking reorganization or arrangement of the
Developer under the federal bankruptcy laws, and such adjudication, order or decree shall not be
vacated or set aside or stayed within 60 days from the date of entry thereof; or
(e) If the Development is in default under any Mortgage and has not entered into awork-out
agreement with the Mortgagee.
Section 8.2 Remedies on Default. Whenever any Event of Default occurs, the HRA may,
in addition to any other remedies or rights given the HRA under this Agreement, take any one or
more of the following actions following written notice by the HRA to the Developer as provided in
Section 9.5 of this Agreement:
(a) suspend its performance under this Agreement until it receives assurances from the
Developer, deemed reasonably adequate by the HRA, that the Developer will cure its default and
continue its performance under this Agreement;
(b) cancel or rescind this Agreement;
(c) withhold the Certificate of Completion; or
10
(d) take whatever action at law or in equity may appear necessary or desirable to the HRA
to collect any payments due under this Agreement, or to enforce performance and observance of
any obligation, agreement, or covenant of the Developer under this Agreement; provided, however,
that any exercise by the TiRA of its rights or remedies hereunder shall always be subject to and
limited by, and shall not defeat, render invalid or limit in any way (a) the lien of any Mortgage
authorized by this Agreement and (b) any rights or interest provided in this Agreement for the
protection of the Holders of a Mortgage; and provided further that should any Mortgagee succeed
by foreclosure of the Mortgage or deed in.lieu thereof to the Developer's interest in the Property, it
shall, notwithstanding the foregoing, be obligated to perform the following obligations of the
Developer only to the extent that the same have not therefore been performed by the Developer:
Sections 3.3 and 3.6, Sections 4.1 through 4.5; Sections 5.1 and 5.2. Said Mortgagee, upon
foreclosure or taking of a deed in lieu, shall have no obligations pursuant to this Agreement other
than as specifically set forth in the foregoing sentence.
Section 8.3 No Remedv Exclusive. No remedy herein conferred upon or reserved to the
HRA is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to
exercise any right or power accruing upon any default shall impair any such right or power or shall
be construed to be a waiver thereof, but any such right and power may be exercised from time to
time and as often as may be deemed expedient. In order to entitle the HRA or the Developer to
exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as
maybe required in this Article VIII.
Section 8.4 No Additional Waiver Implied by One Waiver. In the event of the
occurrence of any Event of Default by either party, which Event of Default is thereafter waived by
the other party, such waiver shall be limited to the particular Event of Default so waived and shall
not be deemed to waive any other concurrent, previous or subsequent Event of Default.
11
ARTICLE IX.
ADDITIONAL PROVISIONS
Section 9.1 Conflict of Interests; Representatives Not Individually Liable. No HRA
officer who is authorized to take part in any manner in making this Agreement in his or her official
capacity shall voluntarily have a personal financial interest in this Agreement or benefit financially
there from. No member, official, or employee of the HRA shall be personally liable to the
Developer, or any successor in interest, for any Event of Default by the HRA or for any amount
which may become due to the Developer or successor or on any obligations under the terms of this
Agreement.
Section 9.2 Non-Discrimination. The provisions of Minnesota Statutes Section 181.59,
which relate to civil rights and non-discrimination, and any affirmative action program of the City
shall be considered a part of this Agreement and binding on the Developer as though fully set forth
herein.
Section 9.3 Notice of Status and Conformance. At such time as all of the provisions of
this Agreement have been fully performed by the Developer, the HRA, upon not less than ten days
prior written notice by the Developer, agrees to execute, acknowledge and deliver, without charge
to the Developer or to any person designated by the Developer, a statement in writing in recordable
form certifying the extent to which this Agreement has been performed and the obligations
hereunder satisfied.
Section 9.4 Notices and Demands. Except as otherwise expressly provided in this
Agreement, a notice, demand or other communication under this Agreement by either party to the
other shall be sufficiently given or delivered if it is sent by mail, postage prepared, return receipt
requested or delivered personally:
(a) As to the HRA:
Richfield HRA
Executive Director
6700 Portland Avenue South
Richfield, MN 55423
(b) As to the Developer:
Twin Cities Habitat for Humanity, Inc.
Stephen Seidel, Executive Director
3001 Fourth Street SE
Minneapolis, MN 55414
or at such other address with respect to either such party as that party may, from time to time,
designate in writing and forward to the other as provided in this Section 9.4.
Section 9.5 Provisions Not Merged With Deed. None of the provisions of this Agreement
is intended to or shall be merged by reason of any deed transfemng any interest in the Property and
12
any such deed shall not be deemed to affect or impair the provisions and covenants of this
Agreement.
p
Section 9.6. Counterparts. This Agreement may be simultaneously executed in any
number of counterparts, all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the HRA has caused this Agreement to be duly executed in its
name and behalf and its seal to be hereunto duly affixed and the Developer has caused this
Agreement to be duly executed as of the day and year first above written.
THE HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY OF
RICHFIELD, MINNESOTA
By
Its Chairperson
By
Its Executive Director
STATE OF MINNESOTA
COUNTY OF
SS
The foregoing instrument was acknowledged before me this day of
20 , by Thomas E. Harms, the Chairperson of the Housing and
Redevelopment Authority in and for the City of Richfield, Minnesota (HRA), a public body
corporate and politic under the laws of Minnesota, on behalf of the HRA.
Notary Public
STATE OF MINNESOTA )
SS
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
20 , by Samantha Orduno, the Executive Director of the Housing
and Redevelopment Authority in and for the City of Richfield, Minnesota (HRA), a public body
corporate and politic under the laws of Minnesota, on behalf of the HRA.
Notary Public
13
TWIN CITIES HABITAT FOR HUMANITY, INC.
By:
Its:
By:
Its:
STATE OF MINNESOTA )
SS
COUNTY OF )
.The foregoing instrument was acknowledged before me this
20 by
,the
respectively, of Twin Cities Habitat for Humanity, Inc.
and
day of
and
Notary Public
14
EXHIBIT A
LIST OF CONSTRUCTION PLAN DOCUMENTS
• Contract for Development, fully executed
• Building Plans, approved by the HRA and approved by the Building Official
• Approved Site Plan
• Landscape Plan
15
EXHIBIT B
FORM OF QUIT CLAIM DEED
16
EXHIBIT C
~~ FORM OF CERTIFICATE OF COMPLETION
The undersigned hereby certifies that ,has fully and
completely complied with its obligations under Article IV of that document entitled "Contract for
Private Development", between the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota and dated ,
filed as Document No.
the construction of the approved construction plans at
described as and is released
obligations to construct under such above-referenced Article.
DATED:
STATE OF MINNESOTA
COUNTY OF HENNEPIN
with respect to
legally
and forever discharged from its
THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND
FOR THE CITY RICHFIELD
By
Its Chairperson
By
Its Executive Director
)SS
The foregoing instrument was acknowledged before me this day of ,
200_, by and
the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the
City of Richfield, a public body corporate and politic under the laws of the State of Minnesota on
behalf of the public body corporate and politic.
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered
470 Pillsbury Center
Minneapolis, MN 55402
17
AGENDA ITEM # "~B
REPORT # ~ ~
STAFF REPORT
~ HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
AUGUST 16, 2004
REPORT PREPARED BY: BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAMI„ TirzE
REPORT PRESENTER: BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
NAME, Tiru:
DEPARTMENT DIRECTOR REVIEW:
SIGNATURE
REVIEWED BY EXECUTIVE DIRECTOR:
ITEM FOR HRA CONSIDERATION:
Consideration of the form of security for the pledge by Gramercy Corporation LLC of $500,000
towards the cost of a skyway.
I. RECOMMENDED ACTION:
By Motion: Accept the proposed form of pledge establishing a
$500,000 account by City Bella LLC towards the cost of a skyway.
III. BACKGROUND
On June 21, 2004 the Housing and Redevelopment Authority (HRA) authorized an
agreement with City Bella LLC to receive $500,000 in Livable Communities funding
from the Metropolitan Council for plaza improvements. Further, in consideration of
the cost to construct a future skyway, the agreement proposes placing an amount of
$500,000 in an account to be established. An agreement related to the account will
be drafted.
081604 Skyway
The receipt of $500,000 for the plaza from the Metropolitan Council and the
leveraging of a $500,000 contribution from the developer for a skyway are
consistent with:
• The City Bella Contract for Private Redevelopment.
• The City/HRA tax increment redevelopment plan and program.
• Lakes at Lyndale Master Plan.
It ensures that:
• Plaza improvements are enhanced.
• Public resources are fully leveraged.
• The developer does not benefit from the $500,000 (plaza) because the
developer has pledged $500,000 to another public expense (skyway).
• Pedestrian linkages are more fully realized back and forth from the Nature
Center, to the City Bella Plaza, to a skyway and to Woodlake Centre.
III. BASIS OF RECOMMENDATION
A. POLICY
• The agreement regarding grant funds, authorized by the HRA on June
21, 2004 requires a pledge of $500,000 toward skyway costs by City
Bella LLC.
• The agreement also requires security for the pledge; a proposal to
establish $500,000 in an account.
B. CRITICAL ISSUES
• Legal counsel has advised that the pledge be used for skyway costs
and within a reasonable timeframe.
• It is proposed that the $500,000 pledge toward a skyway be made for
ten years. After ten years, the pledge would be withdrawn by the
developer.
C. FINANCIAL
• The developer, Gramercy Corporation through City Bella LLC, is
contributing $500,000 toward the costs of construction of a skyway.
The HRA does not incur any costs in accepting the $500,000.
However, additional funds are needed to pay for skyway
improvements.
D. LEGAL
• If the HRA concurs, legal counsel would work with Gramercy
Corporation to determine requirements for the account and return to
the HRA with any agreement.
TERNATIVE RECOMMENDATION(S) ~
.Request another form of pledge from the developer.
I V. ATTACHMENTS I
a
VI. PRINCIPAL PARTIES EXPECTED AT MEETING ~
• N/A
August 10, 2004
City of Richfield
ATTN: John Dean
6700 Portland Avenue
Richfield MN 55423-2599
Dear John:
RE: City Bella Skyway
During the course of construction of City Bella, its owners,.
City Bella, LLC have spent approximately $250,000 to prepare for
the eventual installation of a Skyway between City Bella and. the M
& I Bank building. All of the space and infrastructure has been
installed to accomplish the skyway on the City .Bella side of the
street. To that end, City Bella, LLC is willing to pledge. for ten
years up to $500,000 towards the cost of a new skyway. I would
note that this pledge relates only to City Bella, LLC and does not
effect any liability on the co-op or commercial space at City
Bella. It is the intent of City Bella, LLC to maintain an account
of $500,000 for ten years in order to fund the possible
construction of a skyway. City Bella, LLC makes this pledge on
behalf of the developers of City Bella, LLC.
Failure to finalize the construction of a skyway would be a
disappointment and a waste of resources to City Bella in view of
the infrastructure which has been placed in the building in order
to accommodate the skyway. City Bella, LLC looks: forward to
working with the City to develop and improve the area surrounding.
66t'' and Lyndale, including the installation of the skyway.
BY
/cc
Yours very truly,
CITY BELLA, LLC
Roger Schnobrich
Chief Manager
C:\Documents and Settings\BNOrdquist\Local Settings\Temporary Internet
Files\OLK1\Richfield-Dean2.doc
AGENDA ITEM # 3A
REPORT # 34
~- STAFF REPORT
~ HOUSING AND REDEVELOPMENT
AUTHORITY MEETING
AUGUST 16, 2004
REPORT PREPARED BY:
REPORT PRESENTER:
ACTING DEPARTMENT DIRECTOR
REVIEW:
REVIEWED BY EXECUTIVE DIRECTOR:
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
N,M1[;, Tirzc
ITEM FOR HRA CONSIDERATION:
Consideration of a resolution consenting to the transfer and assignment of the City Bella
Limited Revenue Tax Increment Note.
I. RECOMMENDED ACTION:
By Motion: Adopt the attached resolution consenting to the transfer
and assignment of a Limited Revenue Tax Increment Note for the City
Bella project.
I II. BACKGROUND I
As the City Bella project nears completion, Gramercy Corporation is working with
underwriters to finalize the sale of a taxable note to secure the future receipt of tax
increment. Sid- Inman, the Housing and Redevelopment Authority's (HRA) financial
advisor, and John Dean, HRA's attorney, have identified the following conditions
that are important to the HRA when considering consent of the transfer/assignment
of this Limited Revenue Tax Increment Note (Note). Among these conditions, which
are included in the proposed resolution, are:
• The developer and underwriter have made their own analysis of the Note and
have no reliance on the HRA for financial decisions.
• Tax increment revenue is subject to change, for example, by legislative action.
081604 City Bella TIF
BRUCE NORDQUIST, HOUSING AND
REDEVELOPMENT MANAGER
• The cash flows that are exhibits to the Note in the Contract for Private
Redevelopment are not to be relied upon as representing revenue stream
projections of the HRA and revenue to be realized.
• The Note buyer will indemnify and hold the HRA harmless for any course of
action following the assignment or transfer.
• An investment letter is required that affirms the independent/qualified actions of
the buyer of the Note.
The Note establishes that the developer (or the buyer of the Note) may receive 75
percent of the available tax increment after the HRA has received 25 percent of the
available tax increment for administrative costs and the housing fund. The
conditions referenced in the resolution would be added to the Note.
III. BASIS OF RECOMMENDATION
A. POLICY
• Action of the HRA and Gramercy Corporation are based on a Contract
for Private Redevelopment as amended.
• The Contract provides for the issuance of a Limited Revenue Tax
Increment Note to Gramercy Corporation and to the transfer and
assignment of the Note after authorization by the HRA.
B. CRITICAL ISSUES
• The future revenue of a Limited Revenue Tax Increment Note has a
value that can be sold by the developer. This is not a unique
transaction as Urban Village (Woodlake Centre) and Gramercy Park
are recent examples of the sale of a Limited Revenue Tax Increment
Note following HRA authorization.
Authorization of the assignment/transferdnes not change the original
Contract, as amended, or establish new obligations for the HRA.
• The developer looked at several taxable and tax exempt options for
the issuance of the Note before determining the recommended action.
C. FINANCIAL
• Costs for actions related to the assignment and transfer are borne by
the developer.
• Ongoing discussions by the developer, underwriters, and the HRA's
financial advisor, Sid Inman have helped to prepare for an
assignment/transfer.
D. LEGAL
• Legal counsel has prepared the attached resolution, which allows the
developer to secure an assignment/transfer of the limited revenue
taxable tax increment note.
• On the advice of legal counsel, an investment letter should be
required.
IV. ALTERNATIVE RECOMMENDATION(S) ~
• The HRA could choose to delay consideration. However, an action by the
HRA to issue, assign, and transfer the Note are provided for in the Contract.
~ V. ATTACHMENTS ~
KeSOIUtIOn
Exhibit A from the Contract illustrating potential tax increment cash flow
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• N/A
HRA RESOLUTION NO.
RESOLUTION CONSENTING TO THE TRANSFER AND ASSIGNMENT OF
LIMITED REVENUE TAX INCREMENT NOTE.
WHEREAS, the Housing and Redevelopment Authority in and for the City of
Richfield, Minnesota (the "HRA") and Gramercy Corporation ("Gramercy") did on
2003 enter into an agreement entitled Second Amended and Restated
contract for Private Redevelopment (the "Contract"), and
'WHEREAS, pursuant to the terms of-the Contract the HRA is to issue to
Gramercy a Taxable Limited Revenue Tax Increment Note (the "Note"), and
WHEREAS, pursuant to the terms of the Note, the consent of the HRA is
required for any transfer or assignment of the Note to a third party, and
WHEREAS, Gramercy has informed the HRA of its desire to transfer and assign
the Note to a third party, and has asked the HRA to consent to such transfer and
assignment.
NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment
Authority in and far the City of Richfield, Minnesota, that the HRA hereby consents to
the proposed assignment and transfer subject to the following conditions precedent:
1. Gramercy and the underwriter to the assignment and transfer as an
inducement to this consent provide the HRA with an instrument in a form
reviewed and approved by HRA legal counsel certifying that:
(i). Gramercy and underwriter acknowledge that they have relied
exclusively upon their own analysis of the potential Tax Increment and/or Available Tax
Increment to be generated by the Redevelopment Property and that neither the HRA
nor its officers, agents or employees has made any representation or covenant,
express or implied, as to the amount of Tax Increment, and/or Available Tax Increment
that will be generated by the Redevelopment Property; or that such will be sufficient to
make payments under the Note. The Redeveloper and underwriter further acknowledge
that payments under the Note are the sole source of payments from the HRA to the
Redeveloper described in the Contract. The Redeveloper and underwriter further
acknowledge that the amount of Tax Increment and/or Available Tax Increment may be
affected by a variety of factors, including without limitation legislative `reductions in
property class rates that could reduce the Captured Tax Capacity of the Redevelopment
Property, thus reducing the Tax Increment collected by the Authority and the Available
Tax Increment pledged to payments on the Note.
(ii). Gramercy and Underwriter acknowledge that they did not rely on any
proposed projections of tax increment payment stream which accompanied the Note, or
which was provided in responses to requests by Gramercy. Gramercy and underwriter
acknowledge that such payment streams were generated based on Gramercy's
projections, and the validity or accuracy of such projections was never confirmed or
represented by the HRA, its officers, agents or employees.
(iii). Notwithstanding any agreement between Gramercy and underwriter, it is
understood that the obligation of the HRA is limited to the terms of the Note and the
Contract, including, without limitation the use of Available Tax Increment only, as
defined in the Note, to make payments due under the Note.
(iv). Gramercy and the underwriter indemnify and agree to defend and .hold
harmless the HRA and its officers, agents and employees from any claim or cause of
action occasioned by or arising out of the assignment and transfer of the Note,
including, without limitation any claim based on failure to make scheduled payments
thereon.
2. The underwriter provides the HRA with an investment letter in substantially
the form of the attached Exhibit A.
3. Gramercy has reimbursed the HRA for its costs and expenses incurred in
connection with the review of the request .
Adopted by the Housing and Redevelopment Authority in and for the City
of Richfield, Minnesota this day of August, 2004.
Thomas E Harms, Chair
ATTEST:
Kristal Stokes, Secretary
JBD-251688v2
RC125-209
Exhibit A to Resolution.
INVESTMENT LETTER
To: The Housing and Redevelopment Authority in and for the City of Richfield, Minnesota
(HRA)
Attention: Executive Director.
Re
Tax Increment Revenue Note, Series 200_
The undersigned, as transferor and assignee of the above captioned Note (Note)
upon the consent of the HRA pursuant to a resolution of the HRA adopted on August 10,
2004 (Resolution), hereby represents to you and to Kennedy & Graven, Chartered,
Minneapolis, Minnesota, Bond Counsel, as follows:
1. We understand and acknowledge that the Note is being transferred and
assigned pursuant to the Resolution and the Second Amended and Restated Contract for
Private Development by and between, the HRA and Gramercy Incorporated, dated
(Contract).
2. The Note is payable as to principal and interest solely from Available Tax
Increment pledged to the Note as defined therein.
3. We have sufficient knowledge and experience in financial and business
matters, including purchase and ownership of municipal obligations, to be able to evaluate
the risks and merits of the investment represented by the transfer and assignment of the
Note.
4. We acknowledge that no offering statement, prospectus, offering circular or
other comprehensive offering statement containing material information with respect to the
HRA and the Note has been issued or prepared by the HRA, and that, in due diligence, we
have made our own inquiry and analysis with respect to the HRA, the Note and the
security therefor, and other material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a
reasonable investor would attach significance in making investment decisions, and we
have had the opportunity to ask questions and receive answers from knowledgeable
individuals concerning the HRA, the Note and the security therefor, and that as a
SJB-217675v1
BR235-22
reasonable investor we have been able to make our decision to purchase the above stated
principal amount of the Note.
6. We have been informed that the Note (i) is not being registered or otherwise
qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal
securities laws or regulations, (ii) will not be listed on any stock or other securities
exchange, and (iii) will carry no rating from any rating service.
7. We represent to you that we are purchasing the Note for our own accounts and
not for resale or other distribution thereof, except to the extent otherwise provided in the
Note or the Resolution.
8. All capitalized terms used herein have the meaning provided in the Contract
unless the context clearly requires otherwise.
TRANSFEREE
~~
Dated: , 2004.
By_
Its
JKP-208734v1
BR235-25