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11-22-99 agendaCITY OF RICHFIELD, MINNESOTA MONDAY, NOVEMBER 22, 1999 SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING COUNCIL CHAMBERS 6:15 P.M. AGENDA CALL TO ORDER CONSIDERATION OF CONTRACT FOR PRIVATE REDEVELOPMENT WITH MINNSTAR BUILDERS FOR REDEVELOPMENT OF EAST SIDE OF GARFIELD AVENUE WITHIN LYNDALE GATEWAY REDEVELOPMENT AREA HRA LETTER NO. 80 2. CONSIDERATION OF REPORT OF SITE ASSEMBLY ACTIVITIES BY MINNSTAR BUILDERS WITHIN LYNDALE GATEWAY DEVELOPMENT HRA LETTER NO. 81 3. CONSIDERATION OF REPORT ON STATUS OF REDEVELOPMENT ACTIVITIES BY RICHFIELD SENIOR HOUSING, INC. HRA LETTER NO. 82 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 861-9702. • HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 8z Agenda November 22, 1999 Issue Statement: Report on the status of redevelopment activities by Richfield Senior Housing, Inc. Background: On October 18, 1999, the Housing and Redevelopment Authority (HRA) accepted a Contract for Private Redevelopment with Richfield Senior Housing, Inc (RSH). At that meeting, the HRA also authorized condemnation of six properties in the area to be developed by RSH. Since that time, RSH has executed purchase agreements with the two homeowners for which condemnation had been authorized. A representative of RSH has also reported that they are confident that an agreement may be reached with the property owners of two of the four commercial properties. The purchase offers with residential property owners contained several contingencies. On November 17, RSH formally satisfied or waived-all of the contingencies in those. purchase agreements and provided the homeowners with non-refundable earnest_ money. • Due to possible rate hikes just prior to and after January 1, due to the Y21C issue, bond analysts have suggested that the bonds for the RSH development not be issued until late January or early February. A representative of RSH has stated that, while they may not have all of the funding in place, the homes can be purchased on January 18 as is stated in their purchase agreements. It has also been determined that the City of Richfield will be the bond issuer for the funding necessary for RSH to purchase the property and construct their development...... Although the bonds will be issued by the City, they will be underwritten by Dougherty Summit Securities (a -bond brokerage). Recommended Motion: At this time, HRA action is not being requested. Discussion/Decision Mode: A representative of Richfield Senior Housing, Inc. will be present to provide further information if there are any additional items regarding the project's status. ctfully submitted, • Samantha Orduno Executive Director SO:cak HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. si Agenda November 22, 1999 Issue Statement: Report of site assembly activities by Minnstar Builders within the Lyndale Gateway development. Background: As part of their redevelopment efforts in the Lyndale Gateway area, Minnstar Builders extended purchase offers to seven property owners in September 1999. These properties are located on the east side of Garfield Avenue between 76th and 77th Streets. All seven of these property owners have accepted purchase agreements. Based on this 100 percent acceptance, Minnstar would not require the authorization of condemnation activities by the Housing and Redevelopment Authority (HRA). Minnstar's construction of their condominium development, however, is dependent on the senior apartment and adjoining office development planned by Richfield Senior Housing, Inc. (RSH). Staff and representatives of Minnstar have learned that the bond financing which is necessary for the RSH development to occur will not be completely resolved until February (Y2K will slow market response to bonds). These bonds are necessary for the senior apartment development to occur. Representatives of Minnstar have stated that the senior apartment development is vital to the success of their proposed condominium project. They claim that without the senior apartments, the condominiums would be an isolated and unmarketable development. For this reason, Minnstar will not remove their contingencies until the RSH bonds are sold in February. The purchase offers which Minnstar had executed contained contingencies which were to be removed by November 22. These contingencies address the issues which need to be resolved before Minnstar is certain that the project can go forward. Because the RSH development will not be a certainty until February and because that development is essential to the Minnstar condominium development, Minnstar Builders must renegotiate their contracts with contingencies which will not be removed until RSH receives their final funding in February. This renegotiation of contracts may lead to one or more of the seven households who had accepted purchase offers to reject a new purchase agreement with Minnstar Builders, in which case Minnstar would request that the homes be acquired through condemnation. Recommended Motion: Adopt a motion which: 1. Authorizes staff to begin preliminary condemnation activities for any property for which .Minnstar Builders is unable to reach a negotiated purchase agreement; and 2. Authorizes staff to draft a resolution authorizing condemnation for such properties to be considered at the January HRA meeting. Basis of Recommendation: 1. The HRA has considered a Contract for Private Redevelopment (Contract) with Minnstar Builders for the redevelopment of a portion of the Lyndale Gateway area. 2. The Contract provides for a request for condemnation by the developer(s) in order to acquire properties for which private negotiations have been unsuccessful. 3. The HRA has the ability to acquire title to and possession of the property through eminent domain in accordance with Minnesota Statutes, Section 117.042. 4. Minnstar Builders has reached a purchase agreement with all the affected property owners, but will need to amend those purchase agreements. Alternative Recommendation: Do not authorize staff to conduct preliminary condemnation activities or to draft a resolution authorizing condemnation. Discussion/Decision Mode: A representative of Minnstar Builders will be present to discuss their efforts to renegotiate the purchase agreements with the property owners and the need for condemnation. SO:cak • HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. so Agenda November 22, 1999 Issue Statement: Consideration of a Contract for Private Redevelopment with Minnstar Builders for the redevelopment of the east side of Garfield Avenue within the Lyndale Gateway Redevelopment Area. Background: On January 19, 1999, the Richfield Housing and Redevelopment Authority (HRA) accepted the terms and provisions of a Contract for Private Redevelopment (Contract) with CSM Properties, Inc. (CSM) for the redevelopment of the entire Lyndale Gateway area. Since that time, however, there have been several changes to the structure of the redevelopment process. The developers and staff have concluded that these changes are significant enough to warrant the drafting of new contracts to more accurately define the redevelopment process to occur in this project. The most significant change is that the project is to be completed by three different entities, each having their own schedules and particular needs. A separate contract with Richfield Senior Housing, Inc. (RSH) was approved by the HRA on October 18, 1999. This contract was specifically for the senior apartment and adjoining office development planned for the east side of Lyndale Avenue and west side of Garfield Avenue. Minnstar Builders, a subsidiary of Ron Clark Construction, has proposed the development of 40 condominium units on the east side of Garfield Avenue. This proposal was first made in March 1999 as a means of providing a buffer between the senior apartment/office development and the adjacent neighborhood. Since that time, the HRA has accepted the concept plan for the condominium development and the Planning Commission and City Council have approved the Final Development Plan and Conditional Use Permit.. These approvals came after a great deal of community and neighborhood input into the design of the condominium development. The contract with Minnstar, which is being submitted for HRA consideration, is similar to the contract which has been executed with Richfield Senior Housing. One of the primary differences relates to the manner of providing public funding. The RSH development is to be funded solely by the tax increment generated by the development, while the condominiums planned by Minnstar would also be using Candlewood bond proceeds. The type and amount of public funding were approved by the HRA on September 13, 1999, and remains unchanged. Another major difference in the contracts being proposed and the one which had been approved by the HRA in January include the elimination of many of the "preconditions" for redevelopment which have since been completed. Among the completed preconditions are: The concept plan, interior circulation plans, and the form and adoption of the tax increment financing plan. Attached. is a draft proposed contract with Minnstar Builders. A final proposed contract will be distributed prior to the HRA meeting and legal counsel will be prepared to discuss the contract in greater detail. The proposed contract with CSM for the west side of Lyndale Avenue will be considered early next year. Recommended Motion: Adopt a motion to approve the Contract for Private Redevelopment with Minhstar Builders for the redevelopment of the east side of Garfield Avenue within the Lyndale Gateway Redevelopment Area. Basis of Recommendation: 1. The HRA accepted the terms contained in a Contract for Private Redevelopment with CSM Properties, Inc. for the Lyndale Gateway Area on January 19, 1999. 2. On October 18, 1999, the HRA approved a separate contract for the senior apartment and adjoining office portion of the Lyndale Gateway development. 3. The HRA has approved a Concept Plan for the development which includes a condominium development on the east side of Garfield Avenue. 4. In addition to approval of the Concept Plan, the HRA has approved many aspects of the development including the amount and type of public financing. • 5. The condominium development has received City Council approval for its Conditional Use Permit and Final Development Plan. Alternative Recommendation: 1. Approve the contract with added stipulations or modifications. 2. Do not approve the proposed contract. 3. Delay action until a later HRA meeting. Discussion/Decision Mode: Legal staff and the potential developer will be present at the meeting to review the documents and answer any questions. Respectfy.l~y submitted, ~vrauno Director SO:ds Dratt 1-November 9,1999 DRAFT coNTRACT FOR PRIVATE REDEVELOPMENT BY AND BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD AND MINNSTAR BUILDERS, INC. .1999 This document was draSed f>y: Iiolmes ~ Associates, Ltd. Two Carlson Parkway, Suite 155 Minneapolis, MN 55447 612-249-0888 (Telephone) 612-249-0777 (Facsimile) TABLE OF CONTENTS Page Preamble ................................................................................................ I ............................ ARTICLE I Definitions: Exhibits: Rules of Interpretation Section 1.1. Definitions ...........................................................................................................2 .............. Section 1.2. Exhibits ............................................................................................. ... S Section 1.3. Rules of Interpretation ........................................................................................ 6 ARTICLE II Representations Section 2. I. Representations by the Redeveloper .................................................................... 7 Section 2.2. Representations by HRA ..................................................................................... 7 ARTICLE III Closing and Public Assistance Section 3.1 Purchase Agreements ...........................................................................................9 Section 3.2 Condemnation ......................................................................................................9 Section 3.3 Public Assistance ............................................................................. .......---g Section 3.4 Issuance of Note .................................................................................................. 9 Section 3.5 Reduction of Note ................................................................................................9 Section 3.6 Conveyance to the HRA ..................................................................................... .. 9 Section 3.7 Survival ....................................................................................................... .. 10 ARTICLE IV Preconditions; Commencement of Construction; Assessment Agreement Section 4.1. Preconditions to Commencement of Construction ...........................................11 Section 4.2. Commencement of Construction ........................................................................12 Section 4.3. Assessment Agreement ......................................................................................12 ARTICLE V Construction of Minimum Improvements Section 5.1. Agreeme~tt to Construct .....................................................................................13 D:1RNC10010011DOCS~MINNSTAR C:PRDOC 1 CONIBAC7' FOR PRIVATE REDEVELOPMBNf RICi~?LD HItAlA~IIN23STARBiJQd7~R3.1NC. Section 5.2. Demolition ........................:.:..:..............................................................:............13 Section 5.3. Soil Correction; Contamination. 13 Section 5.4. Concept Plans ...............:................................................................................... I3 Section 5.5. Commencement and Completion. of Construction ........: ............................:.......13 Section 5.6. Constroction Reports .....:........:................................................:.....:..................14 Section 5.7. Certificate of Completion ...................................:..............................................14 ARTICLE VI Public Imarovements Section 6.1. Defined .................................................:..............:..........._...:...._.._.::..................15 Section 6.2. Plan Review ..........................................................................:...:.......:................15 Section 6.3. Payment .................................................. .......................................................15 ARTICLE VII .Insurance • Section 7.1. .Insurance .............................................................................. ................:........16 ARTICLE VIII Release and Indemnification Covenants Section 8.1. .Release and Indemnification Covenants ..............................:.............................. l7 ARTICLE IX _. Financing Section 9.1. Limitations Upon Encumbrance ....................................................:...............:.... 18 Section 9.2. .Copy of Notice of Default to Lender ....................................................::........... 18 Section 9.3. Lender's. Option to Gtitte Defaults .................................................................:..... 18 Section 9.4. I3RA's Option to Cure Default ........................................................................... 19 Section 9.5. Subordination ................................................................................................... 19 ARTICLE R Prohibitions Against Assignment and Transfer - Section 10..1. Representation as to Development .................................................................... 20 Section 10.2.. Prohibition Against Transfer of Property and Assignment of Agreement ..._....... 20 Section 10.3. Information as to Stockholders or Partners ................................:..:.....:............... 21 Section 10.4. Approvals ..........................................................................................:............... 22 • D:1BNC10010D11DOC31MQJNSTARCPR.DOC 11 C6NRtACTFORFRJVATHRHDHVSL~NT RICI~LB 1QiAfl~NNSiARB~JILDBRS, INC. ARTICLE XI Events of Default Section 11.1. Defined .............................................................................................................23 Section 11.2. Remedies ...........................................................................................................23 Section 11.3. No Remedy Exclusive ..............................................................•---•---------............23 Section 11.5. No Additional Waiver Implied by One Waiver ................................................. 23 ARTICLE 7LII Additional Provisions Section 12.1. Conflict of Interests; I:~IItARepresentatives Not Individually Liable ................... 24 Section 12.2. Nondiscrimination ......................................................................................•-----. 24 Section 12.3. Provisions Not Merged With Deed ..................................................................... 24 Section 12.4. Notice of Status aad Conformance ..................................................................... 24 Section 12.5. Notices and Demands ........................................................................................ 24 Section 12.6. Counterparts .-• ......................................•--......................... 25 Section 12.7. Relocation .......................................................................................................... 25 Section 12.8 Law Governing .............................................................................................:.... 25 Section 12.9 Severability ........................................................................................................ 25 Section 12.10 . Complete Ageement ......................................................................................... 25 Section l2.11 . Authority ...................................................................................... ... .................. 25 TESTIMONIUM ...................................................................................................................... 2b SIGNATURES AND ACKNOWLEDGMENTSO ..................................................................... 26 EXHIBIT A Description of Redevelopment Property EXffiBIT B Form of Limited Revenue Tax Increment Note EXHIBIT C Form of Certificate of Completion EXFIIBIT D Assessment Agreement EXHIBIT E Subordination Agreement 17.1RNC1001001~DOCS~IuIINNSTAR CPR.DOC 111 CONTRACTFC~RP$1VATEAET~EVSL~MBNf RI~'~'~~ *~ HRAIMINNSTARStIII.DfiRS, Ili. COIITTRACT FOR PRIVATE REDEVELOPMENT THIS AGP:I's~, made and entered into this day of . , 1999, by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, Minnesota, a Minnesota public body corporate and politic (the "HRA"), and IVIINNSTAR BUII,DERS, INC., a Minnesota corporation (the "Redeveloper"). WITNESSETH: Wi~REA5, the City of Richfield and HRA have established the Lyndale Gateway Redevelopment Project Area ("Project Area") under the authority of "nn to .Statutes, §§ 469.001 to 469.047. (the "HRA Act"), and in accordance with the provisions of this Agreement has established within the Project Area,.and in accordance with Minnesota Statutes. §§ 469.174 to 469.178 (the "Finance Act"), the Lyndale Gateway Redevelopment Tax Increment District (the "District") and adopted a Tax incremem Financing Plan (the "Tax Incremem Plan") for the District to facilitate the financing of public development and redevelopmenrt costs in the Project Area; and VVI~REAS, the HRA deems it to be in the public interest to facilitate and encourage redevelopment of the Project Area by a combination of public and private activity. within the Project Area and in accordance with the Tax Increment Plan to be adopted by the City; and WI~REAS, the Redeveloper has adevelopment-(the "Development") within a portion of such Project Area that the HRA believes will promote and carry out the objectives for which redevelopment is undertaken, will be in the vital best interests of the City, will promote the health, safety, morals, and welfare of its residents and will be in accord with the public purposes and provisions of the applicable state and local laws and requirements undef which activities within the Project Area have been undertaken and are being assisted; and WI~REAS, the Redeveloper is willing to purchase property within the Project Area, such property being legally described in the attached Exhibit A (the "Redevelopment Property") and to develop the Redevelopment Property for and in accordance with this Agreement; and WHEREAS, consistent with the Tax Increment Plan, the HRA is willing to provide financial assistance in accordance with the provisions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual obligations of the parties contained herein, each of them does hereby represent, covenant and agree with the others as follows: D:VLNCIOOl00l1DOCSIbID~N3TARCPRDOC 1 CORiTRACTFOttPRIVAIERffi~EVELOIA~Nl' ffiCF~LD HItA/l~iNSTARBUII.~RS, III. ARTICLE I Definitions. E=hibits, Rules of Iateraretation Section l.l. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreemen, as the same may be from time to time modified, amended, or supplemented. "Agreeme~rt Date" means November 22, l 999. "Assessed Market Value" means the market value of real property as determined by the City Assessor of the City in accordance with and. as defined in Minnesota Statutes, Chapter 273 as amended from time to time, or as finally adjusted by the City Assessor, board of equalization or any judicial proceeding. "Assessment Agreement" means the agreemem between the Authority and the Redeveloper and certified by the City assessor, attached hereto as Exhibit .establishing a minimum Assessed Market Value of for each individual Housing Unit comprising the Minimum Improvements. "Available Tax Increment" means: (i) 89.75% of the Tax Increment that is generated by the Redevelopment Property during the six-month period preceding any payment date under the Note; and (ii) excess tax increment from the TCCH Property accumulated as a result of deductions therefrom pursuant to Section 7.2 of the TCCIi Redevelopment Agreement (after the paymeirt or reimbursement of any shortfall on up to $1,580,000 of City general obligation bonds, the proceeds of which were used, in part, to acquire the Redevelopment Property (the "Bonds") and the funding of a reserve for the Bonds in an amount equal to one years' service). "Carrying Costs" means interest charges, loan origination fees, and other costs and fees paid or incurred by the Redeveloper in connection with the Construction Financing. "Certificate of Completion" or "Certificates of Completion" means the certification(s), in the form of the certificate contained in Exhibit C attached to and made a part of this Agreement, provided to the Redeveloper, pursuant to Section _ of this Agreement. "City" means the City of Richfield, Minnesota. "Closing" means the acquisition of good and marketable title to the Redevelopment Property by the Redeveloper. "Closing Date" means the dates} upon which the Closing occurs. n:+axcioo+oonnocsv~vn~srae cexnoc 2 ca~-cr mA rxrva~ xsnsvsta~Nr ~.D~nr~rNSraxsvansRS, nx. "Commencement of Construction" means the ~ommencemern of demolition, site preparation, excavation or other work upon the.Redevelopment Property by the Redeveloper or its agents. "Commercial Redeveloper" means CSM Investor's, Inc. "Commercial Redevelopment Agreement" means a redevelopment agreement between the HRA and the Commercial Redeveloper. "Concept Plans" mean the plans, drawings and narrative descriptions for the Minimum Improvements that have been approved by the HRA as of the Agreement- Date pursuant to Section 5.4 of this Agreement_ -- "Construction Financing" means the loan obtained by the Redeveloper from a Lender, the proceeds of which are used, or intended for use,- to pay the -costs of constructing the Minimum Improvements from Commencement of Construction to Unit Sales. "County" means the Courny ofHennepin, Minnesota. "Development" means the Minimum Improvements to be constructed upon the Redevelopment Property. "District" means the Lyndale Gateway redevelopment Tax Increment District "Evern of Default" means an action by the Redeveloper listed in Article XI of this Agreement. "Finance Act" means Minnesota ~, §§ 469.174 to 469.179, as amended. "HRA Act" means Minnesota Statutes. §§ 469.001 to 469.047, as amended. "Housing Unit" or "Housing Units" means the individual living units comprising the Minimum Improvements. "Lender" means a provider of Construction Financing. "Minimum Improvements" means forty (40) Housing Units to be constructed by the Redeveloper on the Redevelopment Property, together with all amenities and ancillary facilities and improvements as described on the Concept Plan. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes, § 116D.01 et seq., as amended. "Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes. § 116B.01 et seq., as amended. D:UtNC10~001tDOC31HIINN3TARCPR.DOC 3 CONIRACTFCRPRtVATEREDEVfiLCIPMENT RICH!' HItAH~tNSTARBUA.DBRS, ~. "National Environmental Policy Act" means the federal law located at 42 U.S.C. Section 4311 et seq., as amended. "Note" means the Limited Revenue Tax Increment Note in the initial principal amount of One Hundred Thousand Dollars (5100,000.00), to be executed and delivered pursuant to Section 3.4 hereof in the form set forth on Exhibit B. "Parties" means the EIRA and the Redeveloper. "Phase I" means the construction of that part of the Minimum Improvements equaling the first twenty (20) Townhome Units. "Phase I Assessment Date" means. the first January 2°d assessmern date that arises not less than ten (10) calendar months after Commencement of Construction. "Phase II" means the construction of that part of the Minimum Improvements equaling the final twenty (20) Townhome Units. "Phase II Assessment Date" means the first January 2~ asessmem date that arises not less thantwenty-two (22) calendar months after Commencement of Construction. "Preconditions Deadline" has the meaning ascribed to it in Section 4.1 ofthis Agreement.. "Project Area" means the Lyndale Gateway Redevelopment Project Area. "Public Assistance" means the sum of One Million Eighty Thousand Dollars ($1,080,000), to be contributed by the HItA pursuant to Section 3.3 for the acquisition of the Redevelopment Property by the Redeveloper. "Public Improvements" means those improvements described in Section 6.1 hereof. "Purchase Agreements" means those agreements between the Redeveloper and current owners of each parcel of the Redevelopment Property by which the Redeveloper is ernitled and- obligated to acquire title to all of the Redevelopmern Property on the Closing Date. "Redeveloper" means 1Vlinnstar Builders, Inc., a 1Vrnnesota corporation. "Redeveloper's Land Cost" means the difference between the total costs associated with acquiring title to the Redevelopment Property and the Public Assistance. "Redevelopment Property" means the real property described as such on Exhibit A of this Agreement. "State" means the State of Minnesota. "Subordination Agreement" means an agreement between the HRA and a Lender by which the I3RA subordinates certain of its rights hereunder to the rights of the Lender. D:u~xciornoo»ocsvym~r~sTntt crtt.noc 4 cox~xacr ~ rRrvaTB. ~vErxr RiCF~lBID HItAIbIIDR~STARBtJI[3]BRS.IlVC. "TCCH" means Twin Cities Christian Homes. "TCCH Development Agreement" means the Contract for Private Redevelopment between the HRA and Richfield Senior Housing, Inc., which agreement shall provide for the construction of approximately 130 senior apartments, 30 assisted living units, and approximately 38,000 square feet of office space upon the property immediately to the west of the Redevelopment Property, the legal description of which is set forth in Exhibit _ attached hereto. "TCCH Property" means the property described as the "Redevelopment Property" in the TCCH Development Agreement. "Tax Increment" means that portion of the reap property taxes which is paid with respect to the Redevelopment Property and which is remitted to the Authority as Tax Increment pursuant to the Tax Increment Plan, after reduction (if any} of fiscal disparities' contributions which are mandated by state-law to be made with respect to any. parcel, "Tax Increment Plan" means the tax incremeirt financing plan adopted by the City in connection with the creation of the District and as such may be modified and amended from time to time. "Tax Official" means any City or county assessor, County auditor; City, County or State board of equalization, the commissioner of revemae of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Unavoidable Delays" means unexpected delays which are the direct result of (i) adverse ~~ weather conditions, (ii} shortages of materials, (iii) strikes, other labor troubles, (iv) fire or other casualty to the l~nimum Improvemerts, (v) litigation commenced by third parties which, by injunction or other judicial action, directly results in delays, (vi) acts of any federal, state or local governmental unit other than those provided for under this Agreement, (vii) approved changes to the Concept Plans that result in delays or (viii) any other cause or force majeure beyond the control of Redeveloper which directly results in delays, provided, however, that adverse market conditions affecting the marketability or profitability of the Minimum Improvements, or the inability to secure financing of the Minimum Improveme~s shall not constitute Unavoidable Delays. "Unit Sale" means the sale by the Redeveloper to purchasers of individual Housing Units within the Development. Section 1.2. Exhibits. The following exhibits are attached to and made a part of this Agreement. - A. Redevelopment Property Legal Description; B. Limited Revenue Tax Increment Note; C. Certificate of Completion; DYtNC]001001~DOCSWID~IId57ARCPB.DOC S CONiRAC7FORPRNA7&RED&YELOPA~+NI' BICHI~18ia 1~AJA~ID~NSTARBIJII.DB&S.II~TC. D. Assessment Agreement; E. Subordination Agreement; F. Schedule of Minimum Market Values 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; (b) The words "herein" and "hereof' and words of similar importance, without reference to any particular section or subdivision refer to this Agreement as a whole rather than any particular section or subdivision hereof; (c) 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. D:ViNCi0010011DOC311~VN3TAR CPItDOC G t~Nl'RACT FOR PRIVATE RFDEVELOPMENT RICFII+IELp I~BNbIINNB'fAR BUII.DBRS. IlSC_ ARTICLE II Represcntations Section 2. L Representations by the Redeveloper. (a) The Redeveloper has the power to enter iMo this .Agreement .and has duly authorized the executioq delivery, and performance of this Agreement by proper action. (b) If the conditions precedent to construction occur, the Redeveloper reasonably believes that it has the capability to obtain necessary equity and a financial commitment necessary for construction of the Minimum Improvements. ~. (c) If the conditions precedent to construction occur, the Redeveloper will construct the Minimum Improvements described in the Concept Plans in accordance with the terms of this Agreement, the Redevelopment Plan and all local, state and federal laws and regulations. (d) The Redeveloper will exercise all reasonable efforts to obtain, in a timely manner, all required permits, licenses, and approvals and will meet in a timely manner, all lawful requirements of .all local, state, and federal laws and regulations which must be obtained or met before the improvements may be constructed. (e} Redeveloper will comply in all material respects, with all applicable local, state and federal environment laws and regulations, will have obtained any and all necessary environmental reviews, licenses or clearances under,- and will be in material compliance with the applicable requirements of the National Environmental Policy Act of 1969, the Minnesota Environmental Policy Act, and the Critical Area Act of 1973 and any other applicable environmental law or regulation. Redeveloper has not received notice or communication from any local, state or federal official indicating that the activities of Redeveloper may be or will be in violation of any environmernal law or regulation. Redeveloper is not aware of any facts the existence of which would cause the Redeveloper to be in violation of'any local, state or federal environmental law, regulation or review procedure or which would give any person a valid claim under the Minnesota Environmernal Rights Act. (fj The Redeveloper has obtained valid and binding purchase agreemems for all of the Redevelopment Property. Section 2.2. Representations by HRA. The IIItA makes the following representations as the basis for the undertakings herein cornained. (a) The I3RA is authorized by law to enter into this Agreement and to carry out their obligations hereunder. D:1RNC1000.0011DOC31I~JNSTARCPRDOC 7 CONIRACTFOltPRNA18REDEVELOPA~Ni' RICE ~+ffiLD I~iMbIINN8TA8 BUIIaERS, IIJC. (b) The HRA shall, without expense to it, cooperate in Redeveloper's efforts to obtain all federal, state, and regional agency land use, environmental or other regulatory approvals necessary to implement the Project. (c) The Project Area, the District and the Tax Increment Plan have been duly adopted and validly exist in accordance. with applicable law. (d) The HRA has the financial capacity to provide the Public Assistance to the Redeveloper as provided in this Agreement. D:IRATC 1001001~DOCSU~.IINNSTAR CP2DOC H COtTIBAC? FOR PRIVATB RSDEVBI.OP~Nt RIC~ffi.D HItAJMINNSTARBUII.DERS,WC. ARTICLE III Closing and Public Assistance Section 3.1. Purchase Agreements. The HItA and the Redeveloper. understand and. agree that the Closing shall occur no sooner than February 1, 2000 and no later than February 22, 2000, notwithstanding any contrary terms and conditions under this Agreement or any Event of Default hereunder. The Redeveloper shall provide the HRA with not less than ten (10) days written notice of the Closing Date finally determined. Section 3.2. Condemnation. The Redeveloper shall use. its best efforts to correct any conditions rendering title to the Redevelopment Property unmarketable. To the extent the Redeveloper is unable to correct such conditions after reasonable and diligent efforts, the HRA shall, upon written request of the Redeveloper, utilize its powers of eminent domain to correci such conditions of title. The specific rights and obligations of the Redeveloper and the HItA in connection with any such condemnation proceeding shall be :agreed to in writing prior to commencement thereof. Any delay caused by a condemnation proceeding initiated pursuant to this Section 3.2 shall be considered an "Unavoidable Delay" for the purposes ofthis Agreement. Section 3.3. Public Assistance. Notwithstanding any contrary provisions contained. in this Agreement, the HRA shall contribute at Closing the enfrre amount of the Public Assistance- towazds the payment of the aggregate purchase price for the Redevelopment Property as established by the Purchase Agreements, including commissions and closing costs associated therewith. The Redeveloper shall pay the remaining amourrt of the purchase price for the Redevelopment Property and all other costs associated with the Closing. Section 3.4. Issuance of Note. At Closing, the I.1RA shall exearte and deliver to the Redeveloper the Note as reimbursement for a portion of the costs incurred by the Redeveloper in connection with the acquisition of the Redevelopment Property. The Note shall be paid in a maximum of _semi-annual .installments, with interest thereon at a rate of % per annum, on each February 1st and August 1st ("Payment Dates") commencing upon the second August 1'` following the Phase I Assessmerrt Date and concluding no later than February I, 20~ all in accordance with the payment schedule attached to the Note. Such payments shall be made from Available Tax Increment as defined herein and from no other source. Section 3.5. Reduction of Note. In the event the Redeveloper closes the sale of all the Housing Units comprising the Minimum Improvements prior to the Phase II Assessment Date, the Redeveloper shall provide to the HRA, within twenty (20) days after closing the last sales written certification of the Carrying Costs it has incurred. If the Carrying Costs certified by the - Redeveloper are less than $ ,the principal amount of the Note shall be reduced by the amount such Carrying Costs are less than $ and the remaining payments due under the Note shall be adjusted to reflect such reduction in principal. Section 3.6. Conveyance to the HRA. In the event the Commencement of Construction does not occur in accordance with Section 4.2 below, the Redeveloper shall be obligated to convey all of its title and interest in the Redevelopment Property to the HRA for a purchase price D:IRNCIOOIOOiVDOCSIMII~IJS7'AR CPBDOC 9 CONTRACT $OR PRiVATB S81~VSLOPMB1Tr RICr~IBi.D ffitAlMI1sN3TARHZJILL~ERS. A~7C. equal to the Redeveloper's Land Cost and the Note shall be terminated upon delivery of such purchase price. At Closing, the Redeveloper shall grant to the HRA a lien against the Redevelopment Property securing the Redeveloper's obligation to convey to the ~iRA pursuant to this Section 3.4. The lien granted to the HItA pursuant to this Section 3.4 shall terminate upon Commencement of Construction in accordance with Section 4.2 below and, if requested by the Redeveloper, the HRA shall provide. certification that the such lien has terminated that is recordable with the County recorders office and/or registrar of titles. Section 3.7. Survival. The provisions of this Article III shall survive any Event of Default hereunder or any termination of this Agreement pursuant to its terms. n:uetJCtooaotmocsu~txsrattc~etcnoc 10 ooxr~eacrFOxt~xtvn~rsxi~vsta~rr xtc~~~.n t~a~martsTwizsvIIa~es. trtc. ARTICLE I[V Preconditions; Commencement of Constriction: Assessment A~rcement Section 4.1. Preconditions to Commencement of Construction. The Redeveloper shall not be obligated to initiate .the Commencement of Construction until all of the following preconditions have been satisfied or waived in writing by the Parties: (a) A landscape plan in connection with the Minimum Improvements and the timing of installation thereof shall be agreed upon by the Parties; {b) A construction. period tree protection plan shall be agreed upon by the Parties, ii being agreed that the Redeveloper shall be responsible for the cost of developing and implementing such plan. (c) The form and content of an opinion of counsel to be delivered to the Redeveloper by the HRA opining that the Project Area, the District and this Agreement meets the requirements of the HRA Act and the Finance Act shall be agreed upon by the Parties. (d) An agreement between the Redeveloper and the Commercial Redeveloper, acceptable to the HRA, shall be errttered into providing that upon an Event of Default on the part of the Redeveloper and failure to cx~re within the period allotted in Section 11.2 hereof, the Commercial Redeveloper shall have the right to take title to the Redevelopment Property and complete the Minimum Improvements in accordance with this Agreement and the Commercial Redevelopment Agreement. (e) The Redeveloper shall secure Construction Financing in an amount sufficient to pay the costs of constructing the Minimum Improvements and upon the terms reasonably acceptable to the Redeveloper. (fj The Closing shall be completed. (g) The TCCH Development Agreement shall have been executed, construction financing adequate for the construction of approximately 130 units of senior apartments, 30 assisted living units, and approximately 38,000 square feet of office space upon the property shall be secured or irrevocably committed in - writing, and title to the TCCII Property shall have been obtained by the HRA or TCCH. In the event any of the above-described preconditions to Commencement of Construction are not _ satisfied or waived. in writing on or before , 20_, or such later date as may be caused by Unavoidable Delays (the "Precondition Deadline"), the HRA or the Redeveloper may terminate this Ageemem by written notice to the other party, whereupon this Agreement shall be D:1RNC10010011DOC31NIItVN3TARCpRDOC 11 COITI7tACIFORPRIVA18RbDEVELOYDABN!' RICFIItlSLD HItAIA~JNSTAABVII~R3, niC. null and void -and the Parties shall be relieved of any further obligations hereunder notwithstanding any provisions to the contrary contained in Article XI hereof, except that the provisions of Article III hereof shall survive such termination and the Parties shall continue to be obligated with respect thereto. Section 4.2. Commencement of Construction. Provided the preconditions set forth in Section 4.1 above have been satisfied or waived in writing by the Parties prior to the Preconditions Deadline, Commencement of Construction shall occur within thirty (30) days after such satisfaction or waiver, subject only to Unavoidable Delays. Section 4.3. Assessment Agreement. 'Within ten (10) days after Commencement of Construction pursuant to Section 4.2 above, the Redeveloper shall execute and deliver to the HRA an Assessment Agreement in the form attached hereto as Exhibit r, which Assessment Agreement shall establish a minimum Assessed Market Value as of the Phase I Assessmenrt Date and the Phase II Assessment Date for each housing Unit to be constructed pursuarn to each respective phase. The Redeveloper understands and agrees that the minimum Assessed Market Values established in -the Assessment Agreement shall be binding upon Phase I on the Fhase I Assessment Date and Phase II on the Phase II Assessment Date, notwithstanding any failure by the Redeveloper to complete Phase I or Phase II of the Minimum Improvements by such dates. The Assessment Agreement shall terminate and no longer be binding with respect to each Housing Unit upon the related Unit Sale . D:1RNC100WO11DOCSVI~~NNSTAR CPRDOC 12 CONTRACT FOR PRIVASE REDfiVLLlT RICI~W HRAIA~IINN3fARBL3IT.UBR3.INC. axTZCr.E v Construction. of Miaimum Improvement Section 5.1. m to Construct. Subject to the terms and conditions of this Agreement, the Redeveloper agrees that it will construct the Minimum Improvemems in accordance with the approved Concept Plans. Section 5.2. Demolition. The Redeveloper shall, at its sole expense,. raze and remove all structures on the Redevelopmem Property, including any abandoned City utilities. Section 5.3. Soil Correcaion: ~omamination. As between the Parties and the City, the Redeveloper shall have the sole responsibility and bear the cost necessary to make any necessary soil correction or to remedy or otherwise respond to the. existence of any contamination or pollution in, on or under the Redevelopment Property. Neither the HRA nor the City has made any representations concerning the nature of soils, the suitability of such .soils for the Minimum Improvements, the existence of contaminants or pollutants, or the cost of correcting any unsuitable soil conditions, cotamination or pollution. Section 5.4. Concept Plans. The IIRA has reviewed and approved the Concept Plans, which include a marketing .plan and tenant mix projections and the anticipated dates for commencement and completion of construction of the Minimum Improvements... ff the Redeveloper desires to make any material change in the Concept Plans after the Agreement Date, • the Redeveloper shall submit the proposed change to the I3RA for. its approval. ff the Concept Plans, as modified by the propased change, conform to the general requirements of this Agreement and the previously approved Concept Plans, the I3RA shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Concept Plans shall, in any event, be deemed approved by the HRA unless rejected, in whole or in part, by written,notice by the HRt1 to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within tweirty (20) days after receipt of the notice of such change. Final .construction plans and specifications shall be reviewed by the City Building Official in connection with issuance of building permits. No building permit may be issued if the final construction plans and specifications materially depart from the approved Concept Plans. Section 5.5. Commencement and Completion of Construction. Subject to the terms and conditions of this Agreement, the Redeveloper shall commence construction of the Minimum Improvements in accordance with Section 4.2 above and shall complete construction thereof on or before , 20_ The Redeveloper shall not be considered in breach o~ or default in its obligations with respect to the commencement and completion of construction of the 11~i"inimum Improvements, if the occurrence of an Unavoidable Delays requires extension of the time or times for performance of the Redeveloper with respect to construction of the Minimum Improvements provided, that the Redeveloper shall, within fifteen (15) days after the beginning of any such Unavoidable Delay, have notified the IIItA thereof in writing, and of the cause or causes thereof; and further provided that the excused delay in performance may not exceed the duration of the Unavoidable Delay. • D:1RNC100~0011DOC31~1NSTARCPRDOC 13 C~IYRACTFOAFRIVAIBRBDEVBLOPLLENT RICHFffi.D NOAH BtJIL1~RS. INC. Notwithstanding anything to the contrary herein, if the Redeveloper fails to complete construction of the Minimum Improvements, or any phase thereof in accordance with this Agreement, then the completion date for the Minimum Improvements may be extended in accordance with the rights of the Commercial Redeveloper as set .forth in the Commercial Redevelopment Agreement. Section 5.6. Construction Reports. During construction of the Minimum Improvements, the Redeveloper shall make reports at such times and in such detail as may be reasonably requested by the HRA concerning the .progress of construction. Section 5.7. Certificate of Completion. Promptly after notification by the Redeveloper of completion of a Housing Unit, the HRA shall inspect the construction thereof to determine whether the Housing Unit is substarnially completed in accordance with the terms of this Agreement. A Housing Unit shall be considered substantially completed in accordance with the teens of this Agreement upon the issuance of a Certificate of Occupancy by the City with respect thereto. If the Housing Unit is substantially completed pursuant to this Section 5.7, the HRA shall execute and deliver to the Redeveloper a Certificate of Completion in the form attached hereto as Exhibit ,which certification shall be recordable with the County recorders office and/or registrar of titles. Such certification by the HRA shall be a conclusive determination of satisfaction and termination of the agreements and covenatrts in this Agreemenrt as to that Housing Unit. If the HRA shall refuse or fail to provide the Redeveloper a certification in accordance with the provisions of this Section 5.7, the HRA shall, within ten (10) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Housing Unit in accordance with the provisions of this Agreement and what measures or acts will be necessary, in the reasonable opinion of the HKA, for the Redeveloper to take or perform in order to obtain such certification. D:utNCtQ0~U0l~DQCSll~I13STAR CPRDOC 14 coxrxwcc FORPRIVAT6RELIEV&S.OP~4'iKt RICE~lD IfltAMIINNSTARSUII.DERS,WC. • ARTICLE VI Public Improvements Section 6.1. Defined. With respect to the construction of Public improvements in the Project Area, the HRA and the Redeveloper agrees as follows: (a) The HRA shall be obligated to remove the existing Garfield Avenue street improvements adjacent to the Redevelopment Property (including the curbs and. street - surface above and below grade) and reconstruct such roadway improvements and traffic control devices in such. a manner as to properly service the developments contemplated by this Agreement, the Commercial Redevelopmem Agreemern, and the TCCH Development Agreement. (b) The Redcveloper shall be responsible for the cost of (i) removing and replacing the existing curbs running along the east side of Garfield Avenue which are adjacern to the Redevelopment Property; and (u) the landscape improvements constructed along the east side of Garfield Avenue as shown on the approved landscapeplan. (c) The H1tA shall be responsible for the' all of the remaining costs associated_ with; the Public Improvements.. • Section 6.2. Plan Review. The Redeveloper shall have 10 days to review and comment on the proposed plans and specifications and engineer's cost estimates for the construction of the Public Improvements prior to bid. Section 6.3. Pa m nt. All payments due from the Redeveloper under this paragraph shall be due not later than thirty (30) days after it has received a written invoice from the HRA. • D:~RNC1001001~DOC31LvIINNSTARCPRDOC IS CONTRAGTFORPRIVATER&DCVELOPMB2IT RICHI+IEID ffitA2~liNNSTARBUILDERS.INC. ARTICLE VII Insurance Section 7.1. Insurance. The Redeveloper agrees that during construction of the Minimum Improvements it will keep and maintain in full force and effect insurance policies insuring the Minimum Improvements against casualty Ioss in an amoum at least equal to the greater of (i) their replacement value, or (ii) the amount of any mortgage indebtedness. D:UINC10W0011DOCS1MtNNSTAR CrR.Dac 16 coNrRACr FOR PRIVATE RBDEVBLOPDdHNf RIC3~7BLD F>RA11v1aTNS1'AR BUILDERS. II~AC. • ARTICLE VIII Release and Indemnification Covenants Section 8.1. Release and Indemnification Covenants. (a) The Redeveloper releases from and covenants and agrees that the HRA and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold harmless the I3RA and the City and- the .governing body members, officers, agents, ..servants and employees thereof against any loss or damage to property or any injury to or death of any person occumng at or about or resulting. from any defect in the Minimum Improvements. (b) Except for any willful misrepresentation or any willful or .wanton misconduct of the following named parties, the Redeveloper agrees to protect and defend the HRA and the City and the governing body members, officers, agents, servants and employees thereof; now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising from the actions of the Redeveloper, its officers, agents or employees with respect to the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. • {c) Except where arising from the negligent act or omission of the following named .parties, the FIItA and the City and the governing body members, officers, agents, servants. and employees thereof shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Redevelopment Property or Minimum Improvements due to any act of negligence of any person. (d} tUl covenants, stipulations, promises, agreements and obligations of the HRA contained herein shall be deemed to be the covenants, stipulations, promises,. agreements and obligations of the HRA and not of any governing body member, officer, agent, servarn or employee of the HRA in the individual capacity thereof D:UtNCI00~OD1V~OCS~INSTARCPRDOC 17 CONiRACTFORPRlVAYIiREDEVELNT RICI~IIsGD ARA/bIRiN3TARBUII.D~1tS, F@tC. ARTICLE IX Financing Section 9.1. Limitations Upon Encumbrance. Except for Construction Financing and except as to Housing Units to which the Redeveloper is entitled to a Certificate of Completion pursuant to Section 5.7 of this Agreement, neither the Redeveloper nor any successor in interest to the Redevelopment Property or any part thereof shall engage in any financing or any other transaction creating any mortgage or other encumbrance or lien upon the Redevelopment Property or any part thereof; whether by express agreement os operation of law, or suffer any encumbrance or lien to be made on or attached to the Redevelopment Property or any part thereof. Section 9.2. Copy of Notice of Default to Lender. Prior to the issuance of a Certificate of Completion, whenever the I3RA shall deliver any notice ar demand to the Redeveloper with respect to any breach or default by the Redeveloper in its obligations under this Agreement, the HRA shall at the same time forward a copy of such notice or demand to each Lender {"Lender") known to the HRA by sending such notice to last known address of the Lender as shown in the records of the HEtA. Section 9.3. Lender's Option to Cure Defauhs. (a) After any breach or event of defauh referred to in Section 11.1 hereof, each Lender shall (insofar as the rights of the HRA are concerned) have the right for a period of ninety {90) days, at the Lender's option, to cure or remedy such breach or event defauh to the extent that it relates to the part of the Redevelopment Property covered by its financing and to add the cost thereof to the debt and the lien of its financing, provided, that if the breach or event of default is with respect to construction of the Minimum Improvements, nothing contained in this Section 9.3 or any other section of this Agreement shall be deemed to permit or authorize such Lender, either before or after foreclosure or action in lieu thereof; to undertake or continue the construction or completion of the Minimum Improvements {beyond the extent necessary to conserve or protect such Minimum Improvements or construction already made) without first having expressly assumed the Redeveloper's obligations by written agreement reasonably satisfactory to the HRA to complete the M'ulimum Improvements or the part thereof to which the lien or title of such Lender relates, provided further, however, that the HItA will not unreasonably withhold its consent m any changes in the Minimum Improvements which are requested by the Lender if the requested changes do not alter the basic design of the Minimum Improvements or result in a significant decrease in value below the amounts estimated by the parties in the Assessment Agreement. (It being understood that such consent shall in no way act to bind or influence the power of the City, in the exercise of its general governmental authority,. not to approve any proposed changes or alterations to the Minimum Improvements.) Any such Lender who shall perform the Redeveloper's obligations under Section this Section 9.3 shall be entitled, upon written request D:1gI.iC1001001\DOC31tvII1T23STAR CPRDOC 1 H CON~RACTZ~ raIVATF Rr~vstara~xr R1CITi'J&r~ I~'AR HLJII,D13A8, INC. made to the HRA, to a certification by the I-IRA to. such effect in the manner provided in Section 5.7 of this Agreement. (b) .Any right of the Commercial Redeveloper to complete the Minimum Improvements pursuant to the Commercial Redevelopment Agreemern shall be subordinate to the rights of the Lender hereunder and as cornained in the Subordination Agreemern. - C Section 9.4. HRA's Option to Cure Default.. Prior to the HRA's obligation to issue a Certificate of Completion, if the Redeveloper is in default under any Construction Financing authorized pursuarn to Article VIII of this Agreement, the Lender, prior to exercising -any of its remedies, shall notify the HRA in writing by sending it a copy of any notice of default serif to the Redeveloper: Tf within thirty (30) days after receipt of said notice, the IIRA aces the default, then the Lender shall pursue none of its remedies under the financing based upon the said defauk of the Redeveloper. Section 9.5.. subordination. In order to facilitate the obtaining of construction or permanent financing for the Minimum Improvements by the Redeveloper, the I3RA consents to the assignment of this Agreemem (to the extent applicable to such financing) and the Note and to subordinate its rights under this Agreement to the mortgage securing any such construction or permanent financing subject and pursuant to the teens and conditions of the Subordination. Agreemern attached hereto as Exhibit The I-IRA agrees to promptly enter.. into a Subordination Agreement in the form attached, following Redeveloper's written request. D~iRNC1001001~AOCSID~7NSTARCPRDOC I9 CONTRACT FORPRIVA~RFDHVBLOPA~NI' RICF~ffiD FIItAMtII~N3TAR8tAL17BR3.INC. ARTICLE X Prohibitio i Assi nm t and T nsfer Section 10.1. Re,~resernation as toDevel_pmern. The Redeveloper represents and agrees that its undertakings pursuant to the Agreement are, and will be used, for the purpose of development of the Redevelopment Property and not for speculation in land holding. The Redeveloper further cecognizes that, in view of (a) the importance of the development of the Redevelopment Property to the general welfare. of the community; and (b) the substantial financing and other publicaids that have been made available by the City and the HRP~ for the purpose of making such development possible; that the qualifications and identify of the Redeveloper are of particular concern to the community and the HRA. The Redeveloper further recognizes that it is because, of such qualifications and identify that the HRA is entering into this Agreement with the Redeveloper and, in so doing, is further wilting to accept and rely on the obligations of the Redeveloper for the faithful performance of all undertakings and covenants hereby then to be performed. Any significant change with respect to the identity of the Redeveloper or the purchase of Redeveloper's interest by any other party or parties is for practical purposes a transfer or disposition of the property then owned by the Redeveloper.. Section 10.2. Prohibitiqn Against Transfer of Property and Assignment of Astreemern. For the reasons set forth in Section 1Q. l above, the Redeveloper represents and agrees that:. (a) Except only by way of security for, and only for, the purpose of obtaining Construction Financing ,and any other purpose authorized by the Agreement, prior to the completion of construction of the Minimum Improvemems the Redeveloper (except as so authorized) has not made or created, and that it will not make or create, or suffer to be made or created, airy total or partial sale, assignment, conveyance, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Redevelopmern Property or any part thereof or any interest therein, or any cornract or ageement to do any of the same, without the prior written approval of the I3RA. (b) The HRA shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such transfer that: (i) any proposed transferee shall have the qualifications and financial responsibility, as reasonably determined by the I3RA, necessary and adequate to fulfill the obligations.undertaken in the Agreement by the Redeveloper (or, in the event the transfer is of or relates to part of the Redevelopment Property, such obligations to the extent that they relate to such part); {ii) any proposed transferee, by instrument in writing satisfactory to the )~iRA and in form recordable among the land records, shall for itself and its successors and assigns, and expressly for the benefit of the HRA, have expressly assumed all of the obligations of the Redeveloper under the Ageement (or, in the event the transfer is of or relates to part of the Redevelopment Property, such obligations„ conditions, and restrictions to the extent that they relate to such part); provided, that the fact that any transferee o~ or any other successor in interest whatsoever the reason, shall have assumed such obligations or agreed, shall not D\RNC10~00i1DOCSIMiNNSTARCPADOCLO CONIRACLFa~tralvATBxBDSVBLOr~xr RICHFn~.D FIliAlAdaiNSTAA Bl)II DERB. INC. . (unless and only to the ei~tet otherwise specifically provided in the Agrcement or agreed to in writing by the HRA) relieve or except such transferee or successor of or from such obligations, conditions, or restrictions, or deprive or limit the HRA or with respect to any rights or remedies or controls with respect to the Redevelopment Property or the construction of the Minimum Improvements; it being the intent of this, together wcth other provisions of the 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 Redevelopment Property or any part thereof; of any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the I3RA of or with respect to any rights or remedies or controls provided in or resulting from the Agreement with respect to the Redevelopment Property and the construction of the Muiimum Improvements that the I:IItA would have had, had there been no such transfer or change; (iii) there shall be submitted to the HRA far review all instrumems and other legal documents involved in effecting transfer, and if approved by the HRA its approval shall be indicated io the Redeveloper in writing, which approval shall not be unreasonably withheld or delayed. (c} Notwithstanding the prohibitions against transfer contained in this Section .10.2 , the Redeveloper shall have the right to transfer ownership of Housing Units to individual townhome owners upon being entitled to a Certificate of Completion thereto. (d) In the absence of specific written agreement by the IRA to the contrary, no such transfer or approval by the HRA thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by the Agreemenrt or otherwise with respect to the construction of the Minimum Improvements, or from any of its obligations with respect thereto. The HRA may, however, in its reasonable discretion relieve Redeveloper if it presents a transferee or assignee acceptable to the HRA Section 10.3. Information as to Stockholders or Partners. In order to assist in the effectuation of the purposes of this Article X of this Agreement, the Redeveloper agrees that prior to the HRA's obligation to issue a final Certificate of Completion, , (a) the Redeveloper will promptly notify the H1tA of any and all changes whatsoever in the. ownership of stock or partnership interests, legal or beneficial which in the aggregate exceed ten percent (10%) of the issued stock or partnership interests in Redeveloper, or of any other act or transaction involving or resulting in any change in the ownership or stock or partnership interests of such Redeveloper or in the relative distribution thereof, which in the aggregate exceeds ten percent (10'/0) of the issued stock or partnership interests of Redeveloper, and (b} Redeveloper shall, at such time or .times as the HRA may reasonably request, furnish the HRA with a complete statement, subscribed and sworn to by the President, general partner, or other executive officer of Redeveloper, setting forth all of the stockholders or partners of Redeveloper and the extent of their respective. holdings, ..and in the event any other parties have a beneficial interest in such stock or partnership interest, their names and the extent of such interest, all as determined or D:~RNCi00t001~DOCS11vIINIQSTARCPRDOC Z1 CONl'RACiFO~PRNAIERBDBVBLOPM6Ii1' RICHFffiLD HRA/AdiNNS'fARBUIISg3RS.lIJ(`. indicated by the records of Redeveloper, by specific inquiry made by any such officer, of all parties who on the basis of such records own ten percent (10%) or more of the stock or partnership interest of Redeveloper, and by such other knowledge or information as such officer shall have. Section 10.4. r vats. Any approval required to be given by the HRA under this Article X may be denied only in the event that the HRA reasonably determines that the performance of the obligations of Redeveloper under this Agreement will be materially impaired by the action for which approval is sought. p:VtNC 1001001VDOC31NII33AISTAR CPRDOC ZZ CONiRACTFOR PRNATH A~Eg7BVELOi7~Nf RICHI+IIff.D }IRMI~SNSTARHim nixos~ INC. ARTICLE XI Events of Default Section 11.1. Defined. The term "Event of Default° shall mean any failure by any party to observe or perform any covenant, condition, obligation or agreemenrt on its part to be observed or performed under this Agreement. Section 11.2.. Remedies. Whenever any Event of Defauh occurs, the non-defaulting party .may exercise the following remedies after providing thirty (30) days written notice to the defaulting party of the Event of Default, but only if the Event of Default has: not been cured within said thirty days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement or the Note;. (b) Cancel, rescind or terminate this Agreement or the Note; or (c) Take whatever other action permitted by law, including legal, equitable of administrative action, which may appeaz necessary or desirable to collect _any payments due under this Agreement, or to enforce performance and observance 'of .any obligation, agreement, or covenant under this Agreemenrt. • Section 11.3. ~o Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA or Redeveloper is intended to be exclusive of any other available remedy or remedies. 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 remedy or power accruing upon any Event of Default shall impair any such remedy or power or shall be construed to be a waiver thereof. Any such remedy and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle either party to exercise any remedy reserved to it, it, shall not be necessary to give notice, other than such notice as may be required in this Article XI. Section 11.4. No Additional Waiver Implied by One Waiver. In the event any Event of Default is waived by the non-defaulting 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 subsequem Event of Default hereunder. • D:~RNCI0WOOI~DOCS1I~iNSTARCPRDOC 23 CONTRACIFORP1tIYA'lBRBDBIBLOPA~IT BrCHI+ffiLD ~Al~ifiSTAB BUII~P.aS.11dC. ARTICLE XII Additional Provisions Section 12.1. Conflict of Irrterests; I3RA Representatives Not Individually Liable. No member, official, or employee of the HRA shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the HRA shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the. HRA or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement Section 12.2. Nondiscrimination. The provisions of Minnesota Statutes, § 181.59, which relate to civil rights and nondiscrimination, shall be considered a part of this Agreement as though fully set forth herein. Section 12.3. Provisions Not Merged With Deed. None of the provisions of .this Agreemern are intended to be or shall be merged by reason of any deed transferring any inrterest in any part of the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions of this Agreement. Unless otherwise indicated in this Agreement, the.: provisions of this. Agreement shall be binding _upon -the successors and assigns of the parties hereto. Section 12.4. Notice of Status and Conformance. The I-EtA agrees that from time to time, upon not less .than ten (10) days' prior written notice by Redeveloper, to execute, acknowledge and deliver, without charge, to Redeveloper or to any person designated by Redeveloper, a statement in writing certifying, to the extent true, that this Agreement is unmodified, the principal amount of any obligation herein created then unpaid, that the HRA has not received any notice of default, that to the knowledge of the I3RA has not received any notice of default, that to the knowledge of the HItA no event of default exists hereunder (or if any such event of default does exist, specifying the same and stating that the same has been cured, if such: be the case), that the HRA to its knowledge, has no claims against the Redeveloper hereunder, and any other information reasonably requested by the Redeveloper. It is the intention of this Section 12.4 to provide a mechanism for obtaining estoppel certificates which may be requested by Redeveloper's mortgagee. Section 12.5. Notices and Demands. Except as othernvise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently given or delivered it if is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally: nuwc~oowot~nocs,~vr~s,-nx cPxnoc 24 cax~xacrroR rcuvazs t~navsr.a~r xtcF~~w nnnrraxBVU~aes, nzc. As to the HRA: Housing and-Redevelopment Authority in and for the City of Richfield 6700 Portland Avenue South Richfield, MN 55423 Attention: Executive Director As to the Redeveloper: Minnstar Builders, Inc. 7500 West 78'~ Street Edina, MN 55439 Attention: Ron Clark 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. Section .12.6. Counterparts. This Ageement may be simuhaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. Section 12.7. .Relocation. The :Parties acknowledge that each of the Purchase Agreements provides for a purchase price that includes relocation benefits, if any, and that each seller thereunder has waived any and all rights to further relocation benefits. Section 12.8. I.aw Governing. This Agreement will be governed and construed , in accordance with the laws of Minnesota. Section 12.9. Severability. If any provision of this Agreement is declared invalid, illegal or otherwise unenforceable, that provision shall be deemed to have been severed from this Agreement and the remainder of this Ageement shall otherwise remain in foil force and effect. Section 12.10. Complete A rgreemerrt. This Agreement is the complete agreement between the parties hereto with respect to, the matters addressed herein and shall, as of the Agreement Date supersede ail prior agreements related thereto, both oral and written. Section 12.11. A th ri Each of the undersigned parties warrants that it has full authority to exercise this Agreement, and-each individual signing this Agreement on behalf of a corporation hereby warrants that he or she has full authority to sign on behalf of the corporation that he or she represents and to bind such corporation thereby. D:IBNCIOOW011DOCS~l+~iNSTARCPRDOC 2S CON7RACTFQAPRIVATEREDENBL~ABNi' RiCI~I.D I~AAuIDJMSI'ARBUII.DERS. INC. 7N WITNESS WFIEREOF, the parties hereto have set their .hands and seals as of the day and year first above written. STATE OF MINNESOTA } ss COUNTY OF ) HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF RICHFIELD, MINNESOTA By: Its Chairperson By: Its Executive Director The foregoing instrument was acknowledged before me this day of , by and the Chairperson and Executive Duector, respectively, of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic, on behalf of such public body. Notary Public D:IRNCI001001~~OCSSbIINNSTAR CPR.DOC 2G CONTRACT FOR rRIVATE R8D8vSLOPAR;N1' RICHF~I,D IIIiAMIiNNSTAR BUILDERS. INC. • • 1ViINNSTAR BiJII.DERS, INC. STATE OF MINNESOTA ) ss COUNTY OF ) By: Its The foregoing instrument was acknowledged before me this day of , 1999, by ,the of Nrinnstar Builders, Inc., a Minnesota corporation, on behalf of the corporation. Notary Public D:UiNC100ti001{DOCS1tvIItJNSTARCPRDOC 2~I coxHtncTF'~tPRiYATSRIDEVBLOM~NT RSCHI+I$t~ HItA/l~NNSTAA BUILDERS, INC. EXHIBIT A Description of Redevelopment Property Legal Description: The Redevelopment Property consists of the following tracts of land: n:~axciornoonnocsum~sraR c~x.noc A-1 caNrnncr~ ~xrvarBxeoEVaLaQe~xr xict~t~,usraxBUS~ts, nx. • EXHIBIT B Form of Limited Revenue Taz Increment Note UNITED. STATES OF AMERICA STATE OF A~ONNESOTA COUNTY OF HENNEPIN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD No. R-1 LIMITED REVENUE TAX INCREMENT NOTE SERIES Interest Rate $lOQ,000A0 Date of Original Issuc The Housing and Redevelopment Authority in and for the City of Richfield (the "Authority"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of Minnstar Builders, Inc. (the "Owner"), to the extent and in the manner hereinafter provided, the original principal amount of this Note, being $100,000.00 (the "Principal Amount"}, together with interest thereon accrued from the date of this Note, at the rate of interest of % per annum (the "Stated Rate"), in the amount and on the dates (the "Scheduled Payment Dates") set forth on the Payment Schedule attached as Schedule A hereto and in the amounts stated thereon (the "Scheduled Payments"). Unpaid interest accxuing from the date of this Note, shall be added to principal on a semi annual basis on each August 1 and February 1 until February 1, Any payments on this Note shall be applied first to accrued interest and then to the Principal Amount in respect of which such payment is made. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such paymern is legal tender for public and private debts and shall be made by check or dra$ made payable to the Owner and mailed to the Owner at it postal address within the United States which shall be designated from time to time by the Owner. - The Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority to aid in financing a "project," as defined in Mnnesota Statutes, § 469.174, of the Authority within and for the benefit of the Tax Incremern Financing District ("District"). - n:~arrc~omoonnocsuataxsrnxcpanoc B-1 coxrancrr~rxrvn~arvrv~,oruexr Rrctn~mau raU-nymals~rnaBtJU.osxxs. nor. THE NOTE IS NOT A DEBT OF THE AUTHORITY, THE. CITY OF RICHFIELD, OR THE STATE OF MINNESOTA (THE "STATE"), AND NEITHER THE AUTHORITY, THE CITY OF RICHFIELD, THE. STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. The Scheduled Payment of this Note due on any Scheduled Payment Date is payable solely from and only to the extent that the Authority shall have received as of such Scheduled Paymern Date "Available Tax Increment" as that term is defined in Section 1.1 of that certain Contract for Private Redevelopmem between the Authority and the -Owner dated November 22, 1999 (the "Redevelopment Contract"). For purposes of this Note, a "Paymern Date" shall mean each of the Scheduled Paymern Dates set forth on Schedule A attached hereto. To the extent that on any Payment Date the Authority is unable to make a full Scheduled Payment due to insufficient Available Tax Increment (which insufficiency is not due to a failure of the Owner to pay full real estate taxes payable on the Redevelopment Property), such deficiency shall be deferred and paid, with imerest at the Stated Rate along with future Scheduled Payments, but only to the extent of Available Tax Increment. This Nate shall terminate upon the earlier of (i) the date when the Owner has been fully reimbursed according to the terms hereof; or (ii) February 1, The Authority's obligation to make any payments under this Note may be suspended and- the Authority shall have no obligation and incur no liability to make any payments hereunder immediately upon the occurrence of an "Event of Defauh" under the Redevelopmern Contract subject to the notice and cure provisions of Section 11.2 thereof and limited only to defaults which relate to the Redevelopment Property. This Note shall not be payable from or constitute a charge upon any funds of the Authority or the City of Richfield and the Authority shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increments, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or the City of Richfield or of any other public body, and neither the Authority or the City of Richfield nor any director, commissioner, council member, board member, officer, employee or agent of the Authority or the City of Richfield, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. This Note shall not be transferable or assignable, in whole or in part, by the Owner without the prior written consent of the Authority; provided that the Owner may pledge the paymerns hereunder to a lender or assign the payments hereunder to a subsequent purchaser of the Redevelapmer-t, but only with prior written notice thereof to the Authority. The Owner may also, without, prior notice to or consent of the Authority transfer or assign the Note or the right to receive payments under the Note to a wholly-owned subsidiary of the Owner. D:1R2SC100~OOIV~OCSI2~NNSTAR CPRDOC B-2 CONTRACT FCC PRIVATE RSUlEYELOPb18NT RICII[~+i.D ffitNIvIINNSTARBVII,DERS,INC. • This Note may be prepaid in full at any time at the option of the Authority; and may also be prepaid at the request of the Owner, but in either instance only if the Authority first determines that sufficient tax increment is or will be generated to permit such prepayment, and. the parties agree upon the actual prepayment amount. This Note is issued pursuant proper action of the Authority by Resolution and the Owner is entitled to the benefits thereoly which Resolution is incorporated herein by roference. IT IS HEREBY CERTIFIED AND RECITED that any acts, conditions, and things required by the Constitution and laws of the State of 11dinnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority or the City of Richfield outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority or the City of Richfield to exceed any constitutional or statutory limitation thereon. 1N WITNESS WHEREOF, the Board of Commissioners of the Authority has caused this Note to be executed by the manual signatures of the Chairperson and the Executive Director of the Authority and has caused this Note to be dated , 199 Chairperson Executive Director D:VtNC100~001~DOCS1[~NfI3TAR[TRDOC B-3 CON1RACi'F~tPRIVATSRET~YELOPII~NI' RICiiF18LD I~tA/AmfIl~G4TAR 9iAI.DBRS, I11IC. SCHEDULE A Payment Schedule SCHEDULED PAYMENT DATES (First payment shall be an the second August I'` followiag the Phase I Assessment Date as tkfined in the Agretantnt) D:VtNCIO~I~DOC81bIINNSTAR CPR.DOC SCHEDULED SCHEDULED SCHEDULED PAYMENTS PAYMENT DATES PAYMENTS B-4 CONTRACTFORFRIVAI~ RBaHVBLOPMENf RiCHFIHLD ]at/VM[NNSTAR BUILDERS, INC. E7~HIBIT C Fora, of Certificate of Completion The undersigned hereby certifies that lviinnstar Builders, Inc., a Minnesota corporation, has fully and completely complied with its obligations under that certain document entitled "Contract for Private Redevelopment," dated 1999, between the HOUSING AND RIDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, a public body corporate and politic and MINNSTAR BUII.DERS, .INC., a Minnesota corporation (the "Contract"} with .respect to construction of the "Housing Unit" located upon the tract of land described in the attached Exhibit A in accordance with the requirements of the Contract and is released and forever discharged from its obligations under the Contract with respect to the Housing Unit and the property described in Exhibit A attached hereto. DATED: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD BY Its Chairperson By Its Executive Director D:1RNC10614011DOC3~VNbTARtRR.DOC C-1 coxrxncrFOatrarvArsx®svsta~~rtr RICHF~LD F~IIMRdNS1'ARBUfL~RQ, rNC. EXHIBIT D Form of Assessment Agreement ASSESSMENT AGREEMENT THIS ACiIt]EEMENT, made on or as of the day of 19 and between the Housing and Redevelopment Authority in and for the City of Richfield, a public body, corporate and politic (the "Authority") and Minnstar Builders, Inc_, a Minnesota corporation'(the "Redeveloper"). WITNESSETH, that WI~REAS, on or before the date hereof the Authority and Redeveloper have entered into a Contract for Private Redevelopment dated , 1999 (the "Redevelopment Contract"), pursuant to which the Authority is to facilitate development of certain property in the City of Richfield hereinafter referred to as the "Property" and legally described in Exhibit A hereto; and WHEREAS, pursuant to the Redevelopment Contract the Redeveloper is obligated to construct certain "Minimum Improvements" upon the Property comprising of forty {40) "Housing Units" (as such terms are defined in Section 1.1 of the Redevelopment. Contract) as depicted upon the map attached hereto as Exhibit B; and WI~REAS, the Authority and Redeveloper desire to establish a minimum market value for each Housing Unit pursuant to Minnesota tatutes § 469.177, Subdivision 8; and WHEREAS, the Authority and the Assessor for Hennepin County (the "Assessor") have reviewed the preliminary plans and specifications for the Minimum Improvements and have inspected such improvements; NOW,- THEREFORE, the parties to this Agreemenrt, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: 1. The minimum market value which shall be assessed for each of the first twenty (20) Housing Units to be constructed upon the Property, for ad valorem tax purposes, shall be as follows as of January 2, 200_: Minimum Minimum Value Value Unit #1 $ Unit #11 $ Unit #2 $ Unit #12 $ Unit #3 $ Unit #13 $ Unit #4 $ Unit #14 $ Unit #5 $ Unit #l5 $ D:1RNC100\0011AOCSUvIII~i N3TAB L'PRDOC D~ 1 CONTRACT FCRt PBIVATB F~~DfiVfiLdPN~1~T1' RICI~I.U HRA/A~NNSTARB~ n- ruea,1[~FC. Unit #6 $ Unit #16 $ Unit #7 $ Unit #17 $ Unit #8 $ Unit #18 S Unit #9 $ Unit #19 $ unit #10 $ Unit #20 $ 2. The minimum market value which shall be assessed for each of the remaining twenty (20) Housi ng Units to be constructed upon the Property, for ad valorem. tax. purposes, shall be as follows as of January 2, 200_ Minimum Minimum Value Value Unit #21 $ Unit #31 $ Unit #22 $ Unit #32 $ Unit #23 $ Unit #33 $ Unit #24 $ Unit #34 $ Unit #25 $ Unit #35 $ Unit #26 $ Unit #36 $ Unit #27 $ Unit #37 $ Unit #28 $ Unit #38 $ Unit #29 $ Unit #39 $ Unit #30 $ Unit #40 $ 3. The minimum market values herein established for each Housing Unit shall be of no further force and effect and this Ageemem shall terminate with respect to each such Housing Unit upon a "Unit Sate" (as defined in the Redevelopment Contract) with respect to the Housing Unit. 4. This Agreement shall be promptly recorded by the Authority. The Redeveloper shall pay. all costs of recording. 5. Neither the preambles nor provisions of this Agreement are isltended to, nor shall they be construed as, modifying the terms of the Redevelopment Contrail between the Authority and the Redeveloper. 6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 7. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessary to authorize the execution and delivery of this Ageement. 8. In the event any provision of this Agreement shall be held invalid and unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. D~1RNC100~0011DOCSN~INSI'ARCPRDOC I~-2 CONrRACTFadtrRiva~xF~svBLO~N!' BICI~IBI~ IIItA/IdIAiNSTAA BVII.DERB.INC. 9. The parties hereto agree that they will,. from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements, amendments and modifications hereto, and such further instruments as may reasonably be required for correcting any inadequate, or incorrect, or amended description of the Property or a Housing Unit, or for carrying out the expressed intention of this Agreement, including, without limitation, any further instruments required to delete from the description of the Property such part or parts as may be included within a separate assessment agreement. 10. Except as provided in Section 9 of this Agreement, this Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto, 11. This Agreement may be simuhaneously executed in several cOUmerparts, each of which shall be an original and all ofwhich shall constitute but one and the same instnunent. 12. This Agreement shall be governed by and construed in accordance with the laws ofthe State ofMinnesota. D~IRNCIQOl001\DOCS1MIIdNSTARCPRDOC D-3 coNrRnc1'FORPRNATBREDEVBLQPMBNf R7CHIr1ELD i~A/tv1IIQN9TABBUII.DERS.INC. • HOUSING AND .REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD,. MINNESOTA sy: Its Chairperson By: Its Executive Director STATE OF MINNESOTA ) ss COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , , 1999, by and the Chairperson and. Executive Director, .respectively, of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic, on behalf of such public body. D:1RNC1001001~DOC3IA~NNSTAR CPADOC Notary Public ]7-4 coxrsncr goa r~va~ xa~vstora~rr RICHPffiLD fIItNA(INNSTARBiJII.DERS.INC. MTNNSTAR BUII.DERS, INC. By: Its: STATE OF MINNESOTA ) ss_ COUNTY OF 1 The foregoing instrument was acknowledged before me this day of 1999, by ,the of Minnstaz Builders, Inc., a Minnesota corporation, on behalf of such corporation. Notary Public D:1RNC100~OO1~DOCS1MIfiNSTAR CPRDOC D-S CONIRACPFOR PRIVATE RSDBVBLOPMENf RICHFIELD 13ItAlA~VNSTAR BUILDERS. INC. CERTIFICA'T]<ON BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby. certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described property, hereby certifies that the values assigned to the land and improvements are reasonable. • STATE OF Iv~NNESOTA ) County Assessor for the County of Hennepin SS COUNTY OF Y11;N1VEPily ) The foregoing instrument was acknowledged before me this ,day of , 19_ by ,the County Assessor of the Couiriy of Hennepin.. Notary Public D:1RNC1001UOl1DOCSIMINNSTARCPRDOC D-6 CONCItAGTFORPRIVA'~BEDBVELOPA~237 RICHF1BtD F~tNMINN3TAR8UQ,~RS,1NC. EXHYBIT A of ASSESSMENT AGREEMENT Leal Description of Property EXHIBIT E Subordination Agreement THIS SUBORDINATION AGREEMENT (this "Agreement"),is made as of this day of 1999, between ("Lender"), whose address is at and the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR '~ CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic ("I3RA"), whose address is 6700 Portland Ave. South, Richfield, Minnesota 55423. RECITALS A. __, a Minnesota corporation {"Developer"), is the owner of certain real property situated in Hennepin County, Minnesota and legally described in Exhibit A attached hereto and incorporated herein (the "Property"). B. Lender has made a mortgage loan to Developer in the original principal amourrt of $ (the "Loan"). The Loan is the evidenced and secured by the following documents: (i) a certain promissory. note (the "Note") made by Developer dated ] 999, in the amount of $ ;and (ii) a certain mortgage, security agreement and fixture financing statement (the "Mortgage") made by Developer dated , 1999, filed , 1999, as Hennepin County Recorder/Registrar of Titles -Doc. No. encumbering the Property; and (iii) a .certain asignmcnt of leases and Terns (the "Assignment") made by Developer dated 1999, filed 1999, as Hennepin Courny Recorder/Registrar of Titles Doc. No. encumbering the Property. The Note, the Mortgage, the Assignment, and all other documents and instrumerrts evidencing, securing and executed in connection with the Loan, are hereinafter collectively referred to as the "Loan Documents." C. HRA is the owner and holder of certain rights under: (i) a certain unrecorded Contract for Private Redevelopment (the "Cornract") by and between Developer and HRA dated ,1999; (ii} a certain Assessmern Agreement dated 1999, filed 1999, as Hennepin Cour-ty Recorder Doc. No. encumbering the Property (the "Assessment Agreement"); and (iii) a certain Limited Revenue Tax Increment Note in the original principal amourn of $ (the "TIF Note"}. r}vcxc~ornooi~nocswmvt~sr,~,ac~x.noc G-1 coKrru+cr~ra~vwr~x~vsL~a~x aic~rn man~maNSrnxBCmnBas, ate. NOW, THEREFORE, in consideration of the foregoing and as an inducement to Lender to make the Loan, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto represent, warrant and agree as follows: 1. onsent. The HRA acknowledges that the Lender is making the Loan to the Developer and consents to the same. The HRA also conserns to and approves the assignment of the Contract and TIF Note by the Developer to the Lender as collateral for the Loan; provided, however, that this consent shall not deprive the HRA of or otherwise limit any of the HRA's rights or remedies under the Contract and TIF Note and shall not relieve the Developer of any of its obligations under the Contract and TIF Note; provided further, however, the limitations to the HRA's consent contained in this Paragraph I are subject to the provisions of Paragraph 2 below. 2. Subordination. The PIRA hereby agrees that the rights of the HRA with respect to ( 1 under the Contract are and shall remain subordinate and subject to liens, rights and security interests created by the Loan Documents and to any and all amendments,. modifications, extensions, replacements or renewals of the Loan Documents; provided, however, that nothing herein shall be construed as subordinating the requiremem contained in the Contract or the Deed that the Property be used in accordance with the provisions of Section 3.3(c) of the Cornract, or as subordinating the Assessmern Agreement or the I-ELA's rights under the TIF Note to suspend payments and to allocate Available Tax Increment (as defined therein) in accordance with the TIF Note. 3. Notice to HItA. Lender agrees to use commercially reasonable efforts to notify HRA of the occurrence of any Event of Default given to Developer under the Loan Documerns, in accordance with Section of the Contract.. The Lender shall not be bound by the other requirements in Section of the Contract. 4. Statutory Exception. Nothing in this Agreemern shall aher, remove or affect Lender's obligation under Minnesota Statutes, § 469.029 to use the Property in conformance with the Concept Plan, as defined in the Cornract. 5. No Assumption. The I3RA acknowledges that. the Lender is not a party to the Contract and by executing this Agreemenrt does not become a party to the Cornract, .and specifically does not assume and. shall not be bound by any obligations of the Developer to the HRA under the Contract, and that the Lender shall incur no obligations whatsoever to the I-EtA except as expressly provided herein. 6. 1`iotice from HRA. So long as the Contract remains in effect, the HRA agrees to give to the Lender copies of notices of any Event of Default given to Developer under the Contract. 7. Governing Law. This Agreement is made in and shall be construed in accordance with the laws of the State of Minnesota. 8. Successors. This Agreement and each and every covenant, agreemem and other provision hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any person who acquires title to the Property through the Lender of a foreclosure of the Mortgage. D:1RNC10610011DOC31MQiN3TAR CPR.DOC G-2 CONIRACfFORPRTI-AIERIDEYEL~Ni81dC RICf~I.D HIiA/1vDNNSTAR 9UILDERS, INC. 9. Severability. The unenforceability or invalidity of any provision hereof shall not render any other provision or provisions herein contained unenforceable or invalid. 10. Notice. Any notices and other communications permitted or required by the provisions of this Agreemern shall be in writing and shall be deemed to have been properly given or served by depositing the same with the United States Postal Service, or any official successor thereto, designated as registered or certified mail, return receipt requested, bearing adequate postage, or delivery by reputable private carrier and addresses as set forth above. i 1. Transfer of Title to Lender. The I3RA agrees that in the event the Lender, a transferee of Lender, or a purchaser at foreclosure sale, acquires-title to the Property pursuant to a foreclosure, or a deed in lieu thereofi the Lender, transferee, or purchaser shall not be bound by the terms and conditions of the Contrail except as expressly herein provided. Further the 1EfRA agrees that in the event the Lender, a transferee of Lender, or a pwchaser at forecloswe sale acquires title to the Property pursuant to a foreclosure sale or a :deed in lieu thereof, -then the Lender, transferee, or purchaser shall be entitled to all rights conferred upon the Developer under the Contract, provided that no condition of default exists and remains uncured beyond applicable cure periods in the obligations of the Developer under the Contract. 12. Estoou~l. The F3RA hereby represents and warrants to Lender, for the purpose of inducing Lender to make advances to Developer under the Loan Documents that: (a} No default or event of default by Developer exists under the terms of .the Contract, the Deed, or the Assessment Agreement on the date hereof; (b) The .Contract has not been amended or modified in any respect, nor has any .material provision thereof been waived by either the HRA or the Developer, and the Contract is in full force and effect; (c) Such other reasonable certifications as the Lender may request. 13: Amendments. The ffitA hereby represents and warrants to Lender for the purpose of inducing Lender to make advances to Developer under the Loan Documents .that HRA will not agree to any amendment or modification to the Contrail, the Deed, the Assessmern Agreemern, or any TIF Note issued under the Contract which in any way affects the Property . without the Lender's written consent. n:uzxc~omooiv~ocsvrm~vsznRC~noc G-3 co~rRwcTroarxivnren~v~ror~xr iuct~[.u fmnnvm~risraa svB.osxs. nsc. IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day. and year first written above. Approved as to form: STATE OF MINNESOTA ) )ss COUNTY OF FQ"sNNEPIN ) HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD sy: its The foregoing instrument. was acknowledged before me this day of , by and ,the Chairperson and Exegrtive Director, respectively, of the Housing and Redevelopmem Authority in and for the City of Richfield, Minnesota, a public body corporate and politic, on behalf of such public body. Notary Public 17.1RNC100~00t1DOC31MIN13sTAR CPRDOC V-~ COA7TBACTFCQtPRIVATERBDfiVBLOPMHIST RICtiF38LA I~IItA2~IDA~STAR BVB.DERS.IIJC.