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01-19-99 agendaCITY OF RICHFIELD TUESDAY, JANUARY 19, 1999 REGULAR HOUSING AND REDEVELOPMENT AUTHORITY MEETING RICHFIELD CITY HALL COUNCIL CHAMBERS 7 P.M. AGENDA CALL TO ORDER APPROVAL OF MINUTES OF REGULAR HRA MEETING OF DECEMBER 21, 1998 1. OPPORTUNITY FOR CITIZENS TO ADDRESS THE HRA ON ITEMS NOT ON THE AGENDA 2. ELECTION OF HRA OFFICERS FOR 1999 HRA LETTER NO. 1 3. DESIGNATION OF HRA ACTING EXECUTIVE DIRECTOR FOR 1999 HRA LETTER NO. 2 4. DESIGNATION OF HRA OFFICIAL NEWSPAPER FOR 1999 HRA LETTER NO. 3 5. CONSIDERATION OF PROPOSAL TO CONTINUE COMMUNITY APARTMENT PROGRAM FOR .1999. HRA LETTER NO. 4 6. CONSIDERATION OF RESOLUTION AUTHORIZING PURCHASE OF 7315 THOMAS AVENUE UNDER RICHFIELD REDISCOVERED PROGRAM HRA LETTER NO. 5 7. DISCUSSION OF PLANNING PROCESS IN PENN AND SIXTY-SIXTH STREET AREA HRA LETTER NO. 6 8. CONSIDERATION OF RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT WITH CSM PROPERTIES, INC. FOR REDEVELOPMENT OF 7600-01 BLOCK OF LYNDALE AVENUE SOUTH • HRA LETTER NO. 7 9. UPDATE ON STATUS OF PRECONDITIONS TO DEVELOPMENT OF URBAN VILLAGE HRA LETTER N0. 8 10. STATUS REPORT ON ACQUISITION OF PROPERTY FOR URBAN VILLAGE DEVELOPMENT HRA LETTER NO. 9 11. EXECUTIVE DIRECTOR REPORT 12. CLAIMS AND PAYROLL ADJOURNMENT AUXILIARY AIDS FOR INDIVIDUALS WITH DISABILITIES ARE AVAILABLE UPON REQUEST. REQUESTS MUST BE MADE AT LEAST 96 HOURS IN ADVANCE TO THE ADMINISTRATIVE SERVICES DIRECTOR AT 861-9702. C C /O HOUSING AND REDEVELOPMENT AUTHORITY • HRA Letter No.9 Agenda January 19, 1999 Issue Statement: Status report on acquisition of property for Urban Village development. Background: Richfield State Agency (RSA), the Urban Village developer, has requested the HRA to consider condemnation for six of the fifteen single family homes located on the 66th/67th and Pleasant/Grand blocks. This item has been placed on the agenda to receive and discuss the request from RSA. The HRA has a Contract for Private Redevelopment with RSA that was approved on November 16, 1998. Article III of the Contract (paraphrased) states: Not later than 120 days (March 15, 1999), RSA will provide the HRA with information and supporting material, in writing,. of a request that the HRA undertake condemnation and activities, that an agreement with security will be entered into. RSA must provide a statement that it is necessary for the HRA to proceed with condemnation. The basis for this request will be: i 1. RSA has taken reasonable steps to acquire the redevelopment property. 2. Owners that have requested mediation have been afforded the opportunity for mediation with respect to purchase price. 3. RSA confirms that project financing for the construction of the project is available. 4. The environmental assessment worksheet identifies no conditions of concern. 5. A list of properties for which purchase agreements have been executed has been provided. 6. A list of properties for which no agreements have been executed has been provided. The HRA, upon verification of the completion of preconditions or the extended time for precondition performance, will in good faith, and following a review and verification of submitted material and the preparation of necessary agreements with RSA, undertake the steps necessary to acquire title. Recommended Motion: 1. No motion is recommended. 2. Receive and discuss the request of Richfield State Agency to initiate condemnation • Basis of Recommendation: 1. Richfield State Agency has requested this discussion. 2. The Contract for Private Redevelopment between the HRA and RSA requires the developer to report on the progress of acquisition. of property and for the HRA to evaluate its role in utilizing condemnation action. 3. Mediation services, as of January 8, have been offered and are starting to be arranged between RSA, owners and Mediation Center. Alternative Recommendation:. None. Discussion/Decision Mode: The report is intended to update the commissioners on the property acquisition progress at Urban Village. Respectful) submitted, James ~ .Prosser Executive Director JDP:cak KICHFIELD January 8, 1999 CRY MANAGER JAMES D. PROSSER MAYOR Richfield, MN 55423 MARTIN J. iQRSCH L ~. Community Development Deparbnent Subject: Facilitated Negotiation Assistance for Pleasant /Grand Homeowners Dear ~ , The Richfield Housing and Redevelopment Authority (HRA) would like to offer you the opportunity to use a neutral person to facilitate negotiations with Richfield State Agency (RSA) regazding compensation due you because of the Urban Village redevelopment project. If you and RSA have not mutually agreed to terms, this process could assist you. The Richfield HRA will pay for the cost of obtaining a facilitator through the Mediation Center for Dispute Resolution in affiliation with Hamline University Law and Graduate Schools. Assistance is immediately available to those that desire this service to arrive at a settlement with RSA. This service must be arranged on or before January 25~'. Attached is a brief description of the process. For more information, or to schedule a meeting between you, RSA and a facilitator, please contact Aimee Gourlay at the Mediation Center directly (651-523-2359). All discussions between you and Aimee aze confidential unless you agree otherwise. Our records indicate that we have not been requested to order an appraisal of your property. If you like us to order an appraisal, please contact Joseph Wagner immediately at 861-9763. An appraisal report will facilitate negotiations. If you have any further questions regazding this matter, please contact me at 861-9777. Si cerely, Bruce Nordquist Housing and Redevelopment Manager BN: jw Enclosure The Urban Hometo--•n 8700 PORTLAND AVENUE, RICHFIELD, MINNESOTA 55423 812.881.9780 FAX: 812.881.8974 www.a.ntMiW.mn.w AN EOUAI OPPORTUNITY EMPLOYER FACILITATED NEGOTIATION ASSISTANCE PROCESS SUMMARY TO: Property owners negotiating the sale of property FROM: Aimee Gourlay, Executive Director, Mediation Center DATE: January 8, 1999 The Mediation Center would like to help you in facilitating an agreement with the Richfield State Agency (RSA) regarding compensation. Below is a list of questions that will allow you to understand the role and advantages of this process. WHAT IS THE PROCESS? A neutral party, called a "neutral," facilitates negotiations to assist parties in resolving disputes. The neutral does not impose a solution. Instead, the neutral assists the parties in exploring their interests, looking realistically at the strengths and weaknesses of their positions, generating options for settlement, facilitating communications, and arriving at terms that are mutually agreeable. WHAT IS THE NEUTRAL'S ROLE? The neutral's purpose is to help the parties overcome barriers to resolution of a dispute, such as those presented by emotion, lack of information, inability of parties to communicate, or simple unwillingness to meet in the same room. WHAT HAPPENS IF NO SETTLEMENT IS REACHED? If a dispute is not settled through negotiation, the condemnation process is then used to arbitrate the positions of the parties and a decision is assigned to the parties. WHAT ARE THE BENEFITS OF USING THIS PROCESS? You control the outcome. There is a settlement only if the parties agree to it. Flexibility. The process encourages the use of, creative techniques for problem solving and enables the parties to detenmine an outcome tailor-made to the interests of those concerned. Communication. The prcr:~ess is designed to en,_ance communications between those involved in a dispute so that the likelihood of resolution is enhanced. Theparties select the neutral. Mediation Center provides a panel of highly qualified and experienced neutrals from whom to choose. The neutral facilitator will not be from the City of Richfield or associated with RSA. If you are interested, please contact me at 651-523-2359. • Chronology of Correspondence Pleasant /Grand Ave. Neighborhood January 15, 1998 Number Date Correspondence Information presented: 1. March 1997 to Richfield Lake Newsletter Richfield Lake Area Plan May, 1998 and other direct mail (REAP) public information; contacts including new housing choices at Pleasant /Grand. 2. May 5, 1998 .Letter (BN) Notice of 5/13 meeting with neighborhood by staff and Mediation Center. 3. May 18, 1998 Letter (BN) Information regarding REAP Open House public meeting 4. May 28, 1998 Open House at St. Draft Master plan for the Peter's Church REAP area including Urban Village proposal. 5. June 5, 1998 Letter and Questionnaire Resident survey for Pleasant (from Mediation Center) and Grand area including Q &A document re: relocation. 6. July 23, 1998 Letter (from Mediation Results of survey and Center) notice of appraisal and building evaluation option 7. July, 1998 Your City Newsletter Illustration of REAP Draft Master Plan including notice of next Open House 8. August 13, 1998 Open House at Holy Draft Master plan for the Angels REAP area including Urban Village proposal. 9. August 21, 1998 Letter (BN) Open House summary incl. Urban Village proposal and Reminder of appraisal and building evaluation option 10. August 28, 1998 Letter (JV~ Reminder of appraisal and building evaluation option. • Number Date Correspondence Information presented: 11. September 11, 1998 Letter (BN) 12 13. • 14. 15. 16. 17. October 1, 1998 Letter (BN) October 7, 1998 Letter (from Mediation Center) November, 1998 Your City newsletter December 11, 1998 Letter (BN) January 8, 1999 Letter (BN) & Memo (from Mediation Center) January 12, 1998 Status of # of appraisals and evaluations requested incl. Notice of 2"d survey and 9/21 HRA meeting regarding RSA's Urban Village plan. Notification of "Exclusive Agreement" w/RSA via 9/21 HRA meeting, Sun Current article, Notification of Relocation Consultant services, Reminder of appraisal and building evaluation option. Survey including notice of final redevelopment plan to be on 11/16 HRA agenda. Urban Village proposal and Notice of HRA /Council Meetings 11 / 16 & 11 /23 . Notice of plan approval via 11/16 HRA meeting. Purchase agreement status. Notice of upcoming HRA And Council meeting - Agendas: TIF, rezoning, etc. Enclosed relocation info. Facilitated negotiation option offered and explanation of facilitated negotiation. Reminder of appraisal option. Letter (BN) Notice of upcoming discussion by the HRA of potential condemnation action to six residents. Resubmitted condemnation process information. q HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. s Agenda January 19, 1999 Issue Statement: Update on the status of preconditions to the development of Urban Village. Background: ` On November 16, 1998, the HRA authorized a Contract for Private Redevelopment with Richfield State Agency, Inc. (RSA). The contracts have. been executed, and RSA and staff have worked together on Article 11.5, the preconditions to development that are required within a 60-day timeframe. There are 15 preconditions. Pages seven and eight of the Redevelopment Agreement are attached, representing the requirements. Also attached is RSA's written response, dated January 8. A letterfrom Jim Prosser, dated January 20, was prepared by HRA legal counsel and is to be sent to RSA, if the HRA is satisfied with the specified basis for accepting the preconditions. Two conditions, "i" and "m", the form and level of public assistance which is necessary, are not completed. Additional rental housing pro forma work continues, and Ehlers is waiting for additional information from RSA. The level of TIF assistance has. been. estimated by Ehlers to be approximately eight to ten million dollars. Finalizing firm .commitments on financing by RSA, which is expected to occur in the next 30 days, will allow RSA to finalize pro formas and the HRA to review and act on "i" and "m". Recommended Motion: Authorize the Executive Director to forward the attached letter which confirms the basis for completion of preconditions and extend for 30 days the preconditions of "form and level of public assistance." Basis of .Recommendation: 1. The Contract for Private Redevelopment identifies preconditions; requirements that must be satisfied prior to development. 2. The attachments identify the requirements and RSA and HRA legal counsel responses to satisfy these requirements. 3. An extension of 30 days will allow the remaining preconditions to be finalized. The Contract contains a provision for providing additional time. Alternative Recommendation: 1. Delay consideration. 2. Provide no additional time, or more or less time, than requested. 3. Add or modify the preconditions. Discussion/Decision Mode: The 60 day period to address preconditions has expired. If the HRA concurs, the letter will be sent to RSA on January 20. The remaining preconditions would be considered by the HRA at their February 16 meeting. Respectfully submitted, James D. Prosser Executive Director JDP:cak • ARTICLE IL5 PRECONDITIONS Section 2.5.1. Initial Preconditions to Acquisition. Not later than 60 days from the date of this Agreement, (45 days for the Concept Plans), unless such date is extended by the mutual written consent of the parties: Subdivision 1. The parties shall .have reached written agreement on the following matters: (a) the Concept Plans, which .will include agreement relative to the proposed subdivision of the Redevelopment Property and creation of the Elements of the Development; (b) the location and nature of all public improvements to be constructed to serve and benefit the Development, together with the timing and responsibility for their construction and cost and the phase out of existing .public improvements; the location, layout and design of any interior traffic circulation systems, including their interface with adjacent roadways, and the timing for construction of the same; (d) the landscape plan and the timing for installation of the same; (e) tree protection during construction (redeveloper to be responsible for the cost of a survey and protection plan.) (f) a schedule for commencement and completion of construction of each Element of the Development, and all public improvements to serve the Development; (g) the condition of the Redevelopment Property with respect to environmental ~~~~y~ - ~ --~~--`---- -r c?sfr~Ca"1' =~~'Y"_1~4~^;~s~it;i ~riJt~+~Tf~tLY~~~~~S~+l~ ....+ (1) the form and level of public assistance which is necessary in order to facilitate the development contemplated in the Concept Plan (The "But For" Analysis), and any amendments to this Agreement which might be necessary in connection with providing the assistance (m) the amount and nature of the local match; and contingencies to providing the local match (n) a plan for personal protection and safety for users of the parking ramps to be constructed as part of the Minimum Improvements. Subd.2. The following actions will have been taken Not later than 10 days following the date of this Agreement the Redeveloper will have retained the services of a relocation consultant acceptable to the HRA. The relocation consultant will assist the Redeveloper in providing relocation services and information concerning relocation benefits to individuals -and entities who will be displaced as a result of the Redeveloper" acquisition activities. ..The services and benefits to be provided by the Redeveloper shall conform to those which would be provided by the HRA if it were acquiring the properties. All fees .and charges for the services of the consultant and all payments of relocation benefits shall be the sole obligation of .the Redeveloper. The Redeveloper- shall be responsible for timely notification of all affected persons concerning the services. and benefits available to them and the process to follow to obtain such services and benefits... In the event that the arties are unable. to .reach a Bement or take the re wired action on P ~' q all the matters in the time described above or in the event that the Tax Increment Plan has not been adopted,. either: party may terminate this Agreement by written notice to the other party whereupon this .Agreement shall, notwithstanding anything in Article X hereof to the contrary, be null and void, and the parties shall be relieved of any further obligations hereunder. r1 LJ JBD-151646 RC125-182 g ~~ INSURANCE SERVICES 6625 LYNDALE AVENUE SOUTH • RICHFlELD BANK BUILDING • RICHFlELD, MINNESOTA 55423 Bruce Nordquist City of Richfield Re: Preconditions Dear Mr. Nordquist: Telephone ~t~ 861.7355 8618305 January 8, 1999 Enclosed in this packet please find items concerned with Article II.5 of the developers agreement entitled Preconditions. Richfield State Agency and its development team have attempted to answer each of the requirements thoroughly. If the cityof Richfield has any other concerns on these issues Richfield State Agency will be more than willing to cooperate in any way possible. T you, r J see As part of the Richfield Urban Village Developers Agreement, Richfield State Agency has been asked to respond to several items listed under subdivision 1 of Article II.S titled Preconditions. The following aze responses to each of these items: (a) Project: A site plan can be found in appendix A Project Vision: The Creation of a residential commercial mixed-use Urban Village at the southeast corner of 66`~ and Lyndale. The design vision combines the Pleasant and Grand block with the Richfield State Agency pazcel to create an integrated mixed-use project. The project design will build on and support the City of Richfield vision for a more attractive, pedestrian friendly and economically viable Downtown Richfield at Lyndale and 66`}'. The project goal will be accomplished by minimizing surface parking and putting all vehicle. parking either in the ramp or under ground. The plan will allow for a maximum amount of public green space to help achieve an Urban Village. The project consists of seven elements that in combination bring out the vision of an Urban Village 1. Existin :There aze two major buildings on the current Richfield State Agency property. that will continue to exist within the new development. The existing six story Richfield Bank & Trust building and the two story medical building will be left intact. There will be remodeling done to accommodate the connections that will be made with the new commercial building. Both buildings will keep their current tenants. 2. Rama: The driving force behind the high density of the project will be the construction of a 6-story ramp on the existing Richfield Bank parking lot. The ramp will be 1 %z stories down and 4 %i stories high. It will accommodate 600 vehicles. The ramp pazking and the underground pazking under each of the other components will meet city code for pazking requirements. At this time the ramp will be constructed using post tension construction. The Ramp will be the major component of the project which will be funded with the Tax Increment. 3. Assisted Living: This 78-unit assisted living complex will be constructed on the south end of the project. The building will be 3 stories with an underground garage with the capacity for 46 :;paces. The exterior of the building will be designed to blend into the surrounding neighborhood and will be primarily brick. Lang Nelson will. be the management agent for the assisted living. Lang Nelson has years of experience in the assisted living mazket and their reseazch does indicate the need for this type of housing in Richfield. 4. Commercial: The major new commercial part of the development will include 75,000 sq./ft of net rentable space. The building will be constructed on what is now the " existing pazking lot for the McDonalds restaurant in the bottom floor of the Richfield Bank Building. It will consist of one floor of under ground heated parking that will be rented to commercial tenants of the buildings. The first floor will be occupied by restaurant and retail stores. All potential tenants have been identified for the space and the entire addition maybe pre-leased before ground breaking. The second .floor will serve as expansion space for the existing medical building tenant Alina Healthcare. The third floor will be used as expansion space for Richfield Bank & Trust Co. The new building will be connected to the two existing buildings.. The design of the building will bring new life to the 66"' and Lyndale intersection by bringing the buildings and streetscape out to the intersection. - As .with all components of the Urban Village the design calls for primarily brick exterior with azchitecture that fits the Urban Village vision. 5. McDonalds: In order to build the new office and restaurant at the 66`~ and Lyndale intersection, it will be necessary to relocate the existing McDonalds to a free standing building on the southwest corner of the project. To facilitate the change an existing building will be demolished and the existing Bank drive-up tellers will be moved closer to the bank. The new McDonalds will not be a typical prototype McDonalds but will conform to the vision of the Urban Village in both design and building materials. 6. Rental Housing: The acquisition and removal of the 15 residential homes to the east of the RSA property will allow for the construction of 138 xental townhomes and .apartment flats. The integrated design will have 2 story townhomes on the outside of the 3 story building with apartment flats on all three stories of the inside and over the townhomes on the third floor. The building will also have underground heated parking for 195 vehicles. Added features of the building include an indoor pool,. exercise room, private balconies, full size washers and dryers, fireplaces, and two private building courtyazds. The outside design will resemble an urban setting of row houses with a brick exterior. Metes & Bounds Management Company reseazch indicates a need for upscale rental housing in the Richfield mazket. 7. Landscape: One of the main components of the Urban Village vision is as much green space as possible. The site design of the property will maximize the green space and pazk space. Throughout the central spine of the property a new semi-public park space will be constructed on the order of Edina's Centennial Lakes. It will include street pavers, landscaping, and fourYtains to give the property a feeling of an urban pazk. Around the exterior rim of the property all new streetscape, lighting and landscaping will be installed to invite pedestrians and Richfield citizens into the urban pazk. .~ a` .: ~`~ ~ I'ircw P Lr r -O- ~ ---VC_~_S~! ~ V-Y oO ~l---O~~- ------ - C Z 60~ : t. ® < ® ^_- ~. .. , . , z . , . _ V. v ~~ ~ z .~ , c _ ~ ...._ .i. , .: W$ ~ '.. i.' j ~~ _ ,.._ , t` K L. _ S ,.x b . I E .... _ ._ '-'c• ~-G , r •~ e ~S 89S r}~•. ~ : .. i j•~ ntjt1.0Y1D ~ . ' , ee ~ O ~ i ~ V i f~, Y r ~ i i ~tl t M ~ _' . ~... ........ .... 1 ,; r .. ` ~ ~ ~ ~ i ~d y6O ~ O ~ •`~ I O F2 ~ ~F _.r ~_~. i I I i i I I I i I i ~_ i rv ~ ~ Ia , .~ .o ~ '. w ;--;I ~~ a ~; ' •----...... _ L r e E s ~~ W 4 ~'L ~ ~i SU ~ W U _~ ~ P G~P~~ I P 3 W ~ / c 4! ~ ~ --- - ... ~ 1. ~... _; o ~ ~ :, ~• 1• l~--- - -- - • :'~ I `ri .~~ ~~` ~' 9 3nn';nb Z i ~ 1 ~; ~i HH m ~ ~ w ,. i5i `f./ x !j COQ C I ® ~ ~' `„ ~ h ~ ~ 0 ~ ~ ~ Bae' -~ it "'•. ~~ ® ~~/ ~~ ~w I a`. ~' ~ ,~ ~: ~// I a,,r, V ~ .._, 60~, a~ A~ z G a N z c _~t'EV oSEt Et "~0 ~t LO ~°i "Ui 9MO ~_lC_1SV'i~.vv--~t~CC~Ct`/80~ ~~ (c) Interior Traffic Circulation There aze several changes proposed to the existing roadways within the Urban Village pro~erty. First, three streets will be abandoned. Grand Ave from 67th St to 66th St., 67 street startin~ at Harriet and proceeding west to Pleasant Ave, and Pleasant Ave north of 67 . This eliminates the connection from 66th St to Lyndale Ave through the property. It will cut down the circulation of traffic through the property and will concentrate most activity at or neaz the entrances and exits. With the abandonment of 67th to the east of Harriet, all of the connections from the south to 67th from Pleasant, Grand and the Grand Ave alley will be eliminated. By using a portion of the current 67th street, Pleasant, Grand, and the Grand Ave alley will be looped so that there will not be any dead ends streets. The entrances and exits to 66th St. and to Lyndale Ave. South will be as follows: 66th St. Intersections: • There will be a four-way intersection at the Pleasant Ave S. and 66th St. intersection that will serve as an entrance and exit for the guest parking lot for the multi-family apartments. • The Grand Ave S. and 66th St. intersection will continue as afour-way intersection acting as one of the entrances and exits for the ramp and the underground parking for the Multi-Family apartments. • The current entrance for the McDonalds pazking lot will be eliminated in the new development. The net effect of the changes will be one less intersection on 66th Street. • Lyndale Ave S. Intersections: • The existing four-way stop light controlled intersection at 67th St will be maintained. 67th St. will serve as the entrance and exit for several of the project components. These include the south entrance to the ramp and the Multi-family apartments, the assisted living, the McDonalds, and it will serve as the exit for the. bank short-term parking and teller drive-ups. Currently 67th St. is controlled with a light with one lane entering 67th St. and one official lane exiting 67th St. There is sufficient room for two lanes exiting 67th St. with a designated left turn out and a designated right turn out. There would continue to be one entering lane. Northbound Lyndale Ave will be provided with a right turn only lane onto eastbound 67th St. • Between 67th and 66th on Lyndale there is a four way intersection which serves. as an ingress and egress for the south bank parking lot and drive-up facilities. With the new development this intersection will become, an ingress (from north and south) entrance only for short-term bank pazking and the bank teller drive- ups. All cazs using this entrance will be forced to exit at the 67th and Lyndale intersection. The net effect of the change will be one less egress onto Lyndale Ave. Internal: The north entrance to the site at Grand Ave will be widened to allow: (1) Aright turn exit lane (2) A left turn exit lane (3) Two caz width entrance to eliminate any possible problem with cazs entering Grand Ave destined for the parking ramp and those turning into the multi- family apartments The south entrance to the property will be through 67~' Street McDonalds customers will be required to enter by way of 67`~ Street. McDonalds customers may exit directly to 67~' or by way of the south internal road access to 67~'. The assisted living complex will have access byway of 67~' St. and for the assisted living underground parking by way of the south internal roadway. The multi-family apartments will exit onto 66~' St. for guest parking at 66`~ and Pleasant. For underground parking the north internal. drive will be the primary exit. The south underground exit will be on an outlot over the abandoned portion of 67`~ St. connecting to the remaining 67`~ St. The central spine will be accessible by emergency vehicles and pedestrian traffic. All components of the Urban Village will have pazking rights in the parking ramp and access to the pedestrian and driveway areas. .7 Laadseape/Site Ameaitios Insm]latioa Schedule Richfield Urban Village Draft 21-Dee-98 Component Occupancy Date Installation Start Installation Complete McDonalds June 1, 1999 May I, 1999 June 1, 1999 Drive-up Bank June 1, 1999 May 1, 1999 June 1, 1999 Parking Raanp September 1. 1999 Fall 1999 conetuTent with Spine Commercial Building December 1, 2000 Fall 2000 Spring 2001 Multi-Family Housing April 1, 2000 Fall 1999 Spring 2000 Assisted Living December 1, 2000 Fall 2000 Spring 2001 Spine (common areas) Spring 2000 (est.) Spring 2001 `l.L4YGt<: Some landscape elements require spris4g planting. 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W ~~ j h . z C ,~ e 2• 'i ~i ~ h b ~ ,i 'Std 566 ZE.:Or:c~ ~~ per nuI nM~~airc-ycN~~qu\~~^SNO~\~t5E5\:y N ~ O ~ A ~ '` v ~ ~ m ~ p o n ~ ~ ~ O o n= .~'OC O n~ o ~ ~O o n '< ~ O (~ o n ~ m ~ ~H D~ ~ n w D n ^~~n,,, D~ n ~ D~n ~ ~ n ,~~q~ D , ,ago v c ~ 'v c 'o ~ ~o c -o as 'a c -, v c 'v July August September October °' November December January February March ~~~~~~ ~ m April N c~ May ~ ~ June ~ ~ O July o ~ A t a ugus ~ - O September ~ October ~ ~ November ,.. 3 .°:; December 3 January N ~ n February ~ March _ O April ~ May June N July o o° August September October , November O O December • ~. ~7uviu~uulvJULI \onrr\Hll.n-Ulu.U17u tUe U2C CC 14: Uy: ~7 ly`Jtl AtlAHI a- ..•~. t~..en m~sx~.ueooo+VUe-a~ryew_ua.a.e .~c: w. ~. .see xw.. ~~`-\` -0 QJ r ~1~~ ~Nrn HARRIET CRAND AVENUE I~ ~~ g ~ ~8 ~ ~ ~ ~ ~~ ~ ~ ~~~ RIp61E10 URBAN NI.LACE Conwltonta as awswe RICHFIEIU. WNNESOTA ~0° M' "~' ~~~ „e..a ~ ~ coNCEnTUA~ unuTr vuw ~~~ ~~ ~F'a • i~ ~A ®BRW "~b~ ® wcwrfsaawaperxautowwu+y (o) Parking Ramp Personal Protection Richfield State Agency is acutely aware of the personal protection concerns of potential users of the new Urban Village Pazking Ramp. At this eazly time RSA has not finalized any plans for the use and implementation of any safety measures but the following measures aze being researched for effectiveness and will be employed throughout the ramp. • Lighting will be a number one priority. Lighting will be installed to city, state and federal code requirements. RSA thinks that this is a crucial first step in the personal protection of all users. • Security cameras are a second safety measure that RSA will implement within the pazking ramp. The cameras can help provide not only a deterrent to crime but can also help solve any crimes that aze committed within the ramp. The cameras will be installed with the consultation of a security firm who will monitor the cameras. • RSA is considering the installation of emergency call boxes throughout the ramp. The call boxes can have a direct link to local law enforcement and can be used when someone is in danger within the ramp. These are the primary items that RSA has considered on this matter. As the design of the ramp progresses, RSA will be seeking the consultation of a security firm to help make the ramp as safe as possible. RSA would also like to obtain input from the city of Richfield and its law enforcement experts. The agency will be open to all suggestions from the city that are fmancially possible. In order to achieve the most complete security for the ramp a relationship will be developed between the city law enforcement and Richfield State Agency aspresently exists with Richfield Bank & Trust Co. • .I Community Development Department Housing and Redevelopment Authority CITY MANAGER JAMES D. PROSSER MAYOR MARTIN J. KIRSCH lJ • January 20, 1999 Richfield State Agency, Inc. 6625 Lyndale Avenue South Richfield,. MN. 55423 Attention: Steven Kirchner Subject: Contract for Private Redevelopment Urban Village/ Preconditions Dear Mr. Kirchner: I 'am writing this letter to confirm the understanding of the parties with respect to the status of.compliance with the conditions contained" in Section 2.5.1 of the :=referenced Agreement. In;the text of this letter, the specific condition is recited followed by the statement:. of tatus. (a) the Concept Plans, which will include agreement relative to the proposed subdivision of the Redevelopment; Property and creation of the Elements of the Development; The. submittal by Jan Susee to Bruce Nordquist dated January 8, 1999 ("Susee Letter") together with the information contained in your previously submitted preliminary plat meets the requirements of this provision.. (b) the location and nature of-all.public improvements to be constructed to serve and benefit the Development, together with the timing and responsibility for their construction and cost-and the phase out of existing public improvements; The preliminary plat-shows the location of the public streets to be vacated. The plan sheet entitled Master Plan that is contained in the Susee Letter shows the location of the public improvements as they are currently contemplated by the parties. It is possible that- revisions to those plans may be required as the project proceeds. The plan sheet entitled Conceptual UfilityPlan also contained in the-Susee Letter locates other public improvements which are intended to serve the development. These plans are likewise understood to be subject to change as the development proceeds. Timing of construction of the various public improvements is still under consideration. However, it is the current plan that the loop roadway (Grand-67th-Pleasant) will be completed this fall and that the remainder of the improvements will be coordinated to be finished by the completion dates of the various Elements. Unless either the City or HRA determine otherwise, it is understood that the entire cost of the public improvements The Urban Hometown 6700 PORTLAND AVEN.UE', RICHFIELD; MINNESOTA 55423-2599 612.861.9760 FAX: .612.861.8974 www.ci.richfield.mn.us AN EQUAL OPPORTUNITY EMPLOYER will be borne by the Developer. At the appropriate time, it will be necessary for the Developer to petition the City for the public improvements; and in such petition of contemporary document agree to the waiver of any claims or challenges to the improvements or the manner in which benefit is determined, its amount, or its collection. It is also anticipated that prior to the approval of a final plat for the property, the Developer and the City will reach agreement regarding the maintenance of any interior walks, open areas of similar .public features within the :property. (c) the location,. layout and design of any interior traffic circulation systems, including their interface with adjacent roadways, and the timing for construction of the same; The material submitted as part of the Susee Letter describes the current design intentions for these matters. Specifically the. Conceptual Utility Plan and the Master Plan describe and locate all these features as they are. presently contemplated; and narrative in the letter adds further detail to the .current status: _ Construction is planned to be timed o be completed at the... time the impacted Elements are completed. (d) the-landscape plan and the timing for installation of the same; . The .material contained in the Susee Letter adequately. addresses this condition. (e) tree protection during construction (redeveloper to be responsible for the cost of a survey and protection plan.); The Susee Letter contains a Tree Preservation Plan Survey that identifies trees for removal and preservation. You have agreed to continue to work with Fred Hoisington to formulate the specifics of the actions to be taken on site during construction to protect those trees designated for preservation. The form of those actions is to be agreed to before the issuance of any grading or building permits. (f) a schedule for commencement and completion of construction of each Element of the Development, and all public improvements to serve the Development; The Susee Letter contains a Master Plan Implementation Schedule that satisfies this condition. • Mr. Steve Kirchner January 20, 1999 Page 3 (g) the condition of the Redevelopment Property with respect to environmental contamination and pollution; and the obligations and responsibilities of the parties with respect to remediation, if any; The environmental review process is well underway. The EAW notice has been published, and it is expected that a negative declaration will be made in February. A Phase I of the property .has been done and disclosed no significant adverse findings, Based upon the information generated to date, it appears that no significant environmental concern that has the potential of stopping the development. is likely to exist. The Developer has examined these matters and is willing to bear any cost of remediation. (h) the nature, location and cost of removal or relocation any utilities currently located on the Redevelopment Property which are required to be removed or relocated due to construction of the minimum improvements. and. the allocation and financing of the cost of such activities; The Conceptual Utility Plan contained as an exhibit to the Susee Letter locates all of the utilities that will remain on the property. All utilities. that are currently located on the property, but not shown on the plan will be discontinued and removed in the manner and to the extent required by regulation. (i) the conditions for the release of Redeveloper following the assignment of an Element described in Section 9.4(bp Release. will be granted on any Element upon the delivery to the HRA of a letter of credit in an amount equal to the remaining unfunded potential liability of the HRA for all of its obligations under the Agreement multiplied by the percentage of development-wide tax increment coming from such Element. (j) to the extent required by law, the number of new jobs and the average wages for the new jobs created by the Development the form of the Tax Increment Plan, which plan, following agreement as to form, shall have been considered and adopted by the City; Agreement on this issue is to be reached before the authorization of condemnation by the HRA. (k) the program of mediation of matters described in Section 3.2(b); The program has been established, and the property owners have been notified concerning the procedure and program. Mr. Steve Kirchner January 20, 1999 Page 4 (I) the form and level of public assistance which is necessary in order to facilitate the development contemplated in the Concept Plan (The "But For" Analysis), and any amendments to this. Agreement which might be necessary in connection with providing the assistance; The Developer is continuing to prepare the information that is needed for the HRA's financial consultant to complete this task. Agreement as to the form and level of assistance will be necessary before the HRA considers a request for condemnation. Additionally, the Agreement will be amended at the appropriate time to deal with the issuance of any tax-exempt note. (m) the amount and nature of the local match; and contingencies to providing the local match; This matter will be resolved before the HRA considers any request for condemnation. (n) a plan for personal protection and safety for users of the parking. ramps to be constructed as part of the Minimum Improvements. The plan is contained in the Susee fetter. Not later than 10 days following the date of .this Agreement the Redeveloper will have retained the services of a relocation consultant acceptable to the HRA. providing relocation services and information concerning relocation benefits to individuals and entities who will be displaced as a result of the Redeveloper" acquisition activities. This provision has been satisfied. Except as stated above, all of the described preconditions contained in Section 2.5.1 of the Agreement have been. satisfied, and with respect to those which have not been fully satisfied, such preconditions may be satisfied within the time periods stated above Please advise if you have any concerns or additions to the terms of this letter. If not would you please provide me with a written confirmation of acceptance. Respectfully yours, • James Prosser Executive Director HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 7 Agenda January 19, 1999 Issue Statement: Approval of a contract for private development with CSM Properties, Inc. for the redevelopment of the 7600-01 block of Lyndale Avenue South. Background: At the November 16, 1998 HRA meeting, the HRA selected CSM Properties, Inc. as the developer for the area and directed staff to work with CSM to draft a contract for consideration at the January 19, 1999 HRA meeting. The CSM proposal includes development of both sides of the 7600. block of Lyndale Avenue extending back to Aldrich and Ga~eld Avenues. The concept for the site includes a 98 room Marriott TownePlace Suites Hotel on the west side of Lyndale, as well as a commercial building with 22,000 sq. ft. of retail space on the first floor and 23,500 sq. ft. of office space on the second floor. On the east side of Lyndale, CSM has proposed 149 units of senior apartments and 26.,700 sq. ft. of office space. -The development on the east side of Lyndale will be accessed via Garfield Avenue. For this reason, the residents on the west side of Garfield Avenue will be given the opportunity to have their property acquired. As was-the case with all of the proposals submitted for this site, a "gap" was identified in the financing, meaning that there may not be enough increment generated to cover all of the site assembly costs. Resolving the "gap" issue will be the first item to be addressed following approval of the contract. The attached contract was drafted by HRA legal counsel and reviewed.by staff and representatives of CSM. The following is a summary of the major components of the agreement: Article I (pages 2-4) contains "Definitions" for terms used throughout the contract. Article II (page 5) includes "Representations"; these are some basic statements for the HRA and the redeveloper. It also indicates that the establishment of a TIF district will be considered. Article 11.5 (pages 6 and 7) lists the "Preconditions to Acquisition" which must be completed within 60 days of the date of the agreement. Among the preconditions is the requirement that the redeveloper provide a concept plan, a landscape plan, a schedule for the- commencement and completion of each element of the project as well as for the public improvements which would serve the development. Article III (pages- 8-13) addresses "Site Assembly". It is the intention of the redeveloper to directly purchase as many properties as possible. If the redeveloper and a property owner are unable reach an agreement for the sale of the property, then the property owner may request mediation. In the event that the mediation is unsuccessful the redeveloper may request that the HRA acquire property through condemnation. The redeveloper would be required to deposit the estimated cost of all associated expenses with the HRA. The redeveloper must also document that they have taken all reasonable steps to purchase the property for which condemnation is being sought. This article contains language allowing either the HRA or the redeveloper to terminate the contract under certain conditions. This article also references "Reimbursement of Redeveloper's Expenses" (page 13) which states that to the extent possible, the redeveloper will be reimbursed for site assembly costs utilizing the tax increment which is generated in the TIF area. Article IV (pages 14-15) relates to the "Construction of the Minimum Improvements". The improvements must be in conformance with the concept plans. It also states the redeveloper is responsible for the costs related to demolition/site clearance and soil correction. A certificate of completion would be issued by the HRA for each element of the development. Article V (page 16) states that the provisions for "Public Improvements" are included in the "Preconditions" (Section 2.5 1(b), page 6). • Article VI a e 17) requires that."Insurance" be maintained by the redeveloper on the (p g development throughout the term of the TIF notes. Article VII (page 18): "Tax. Increment" is blank as the items related to tax increment are addressed in other areas of the document. Article VIII (pages 19-20) addresses "Financing" issues related to default and cures for default. The HRA is provided an opportunity to cure a default should it so elect. Also, in Section 8.5 the HRA agrees to subordinate its interest in the development if required to do so by a lender for an element of the development. The HRA would be asked to sign a subordination agreement (this has been a common practice with other developments in Richfield). Article IX (pages 21-24) contains the "Prohibitions Against Assignments and Transfer". This article regulates the redeveloper in matters related to transfer of the property and assignment of this agreement. This article gives the redeveloper the right to convey portions of the property to other entities (developers) who would then be responsible for construction of a particular element. Section 9.3 specifically states the redeveloper shall have the right to transfer an element of the development to Twin Cities Christian Homes. The article states, however, that CSM remains fully obligated under the contract for that element. The obligation of CSM only terminates with the issuance of a certificate of completion by the HRA. Article X (pages 25-27): "Events of Default" defines defaults and remedies. Section 10.5 discusses qualifications .related to different entities undertaking different elements of the redevelopment. A default in one element can only give rise to a remedy for that element. For example, if an element is in default, the HRA could withhold a TIF payment only under the note for that element. Article XI (pages 28-29) addresses "Additional Provisions" including a variety of items such as conflict of interest, non-discrimination and retention of a relocation consultant by the redeveloper. Included as an attachment to the contract is a limited revenue tax increment note. It is similar in form to notes issued previously by the HRA. Under the terms of this "pay as you go" note TIF assistance would be .provided to the. redeveloper according #o a payment schedule for a period of up to 25 years. The note is payable only from the tax increment produced by the development. If taxes are not paid the HRA is not obligated to make payments under the note. Under Article 11.5 "Preconditions' ;the specific details of the notes will be worked out during the 60-day period following the approval of the agreement. An "Assessment Agreement" is also attached as Exhibit D. This agreement will be used for each element of the development and establishes a minimum market value for each element. Recommended Motion: 1. Discuss the. proposed contract between the HRA and CSM Properties, Inc. 2. Adopt a motion which approves the attached resolution which approves the contract. Basis of Recommendation: 1. The HRA authorized staff to negotiate a contract with CSM. 2. The proposed contract is consistent with previous development contracts. 3. The interests of the HRA are protected. 4. CSM has. met its. obligations in the development of Shops at Lyndale and produced a high quality development. 5. The development concept is consistent with the Comprehensive Plan and the Lyndale Gateway Plan. Alternative Recommendation: 1. Reject the proposed contract. • 2. Modify the proposed contract. 3. Delay action on the proposed contract.. Discussion/Decision Mode: Approval of-the contract will permit the development process to move forward. Respectf Ily submitted, Ja es .Prosser Executive Director JDP:ds • HRA RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH CSM PROPERTIES, INC. WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the "Authority") is considering the establishment of a Redevelopment district (the "District") which would be known as Lyndale Gateway pursuant to Minn. Stat. Chapter 469 in an effort to encourage the development and redevelopment of certain designated areas within the City of Richfield; and WHEREAS, among the development activities proposed to be assisted by the Authority in the District are the development of office, retail and housing; and WHEREAS, there has ,been presented before the Authority a form of Contract for Private Redevelopment ("Contract") among the. Authority .and CSM Properties, Inc. setting forth the parties respective. responsibility in developing the aforementioned facilities; and.. WHEREAS, the Authority has reviewed the Contract and finds that the execution of the same and the Authority's performance of its obligations thereunder are in the best interest of the Authority and its residents. NOW, THEREFORE, BE IT RESOLVED by the Housing and. Redevelopment Authority in and for the City of Richfield, Minnesota as follows: That the Contract, as presented to the .Authority, is hereby in all respects approved, .subject to insubstantial modifications which may. be subsequently approved by the Board Chair and the Authority's legal counsel. 2. That the proper Authority officers are hereby authorized to execute .the Contract on behalf of the Authority and to carry out, on behalf of the Authority, the Authority's obligations thereunder. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th of January, 1999. Thomas E. Harms, Chairperson ATTEST: Michael Sandahl, Secretary • DRAFT 1/12/1999 CONTRACT FOR PRIVATE REDEVELOPMENT • BY AND BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD AND CSM PROPERTIES, INC. 1999 This document was drafted by: Kennedy & Graven, Chartered (JBD) • 470 Pillsbury Center 200 South Sixth Street Minneapolis, MN 55402 JBD-154193 RC125-153 TABLE OF CONTENTS ARTICLE I Definitions Exhibits Rules of Interpretation Section 1.1. Definitions .................................................................................................................2 Section 1.2. Exhibits ..........: .........................................................................................................4 Section 1.3. Rules of Interpretation .............................................................................................. 4 ARTICLE II Representations Section 2.1. Representations by the Redeveloper ........................................................................ 5 Section 2.2. Representations by HRA ......................... ............................................................. 5 ARTICLE II.S Preconditions • Section 2.5.1 Initial Preconditions to Acquisition ......................................................................... 6 ARTICLE III Site Assembly Section 3.1. Statement of Intent .................................................................................................... 8 Section 3.2. Acquisition ....................:......................................................... ........ 8 .......................... Section 3.3. Additional Limitations on HRA Obligation ............................................................. 11 ARTICLE IV Construction of Minimum Improvements Section 4.1. Agreement to Construct ............................................................................................ 14 Section 4.2. Demolition ................................................................................................................. 14 Section 4.3. Soil Correction -Contamination .............................................................................. 14 Section 4.4. Concept Plans ........................................................................................................14 Section 4.5. Commencement and Completion of Construction ................................................... 15 Section 4.6. Construction Reports ................................................................................................15 Section 4.7. Certificate of Completion .....................:................................................................... 15 ARTICLE V Public Improvements • Section 5.1. ................................................................................................................................... 16 JBD-154193 RC 125-153 • ARTICLE VI Insurance Section 6.1. Insurance ...................................................................................................................17 ARTICLE VII Tax Increment Section 7.1. [Blank] ..............................................................................................................:........ 18 ARTICLE VIII Financing Section 8.1. Limitations Upon Encumbrance ......................................................................:......... 19 Section 8.2. Copy of Notice of Default to Lender ....................................................................... 19 Section 8.3. Lender's Option to Cure Defaults .....................................................................:........ 19 Section 8.4. HRA's Option to Cure Default .................................................................................. 19 Section 8.5. Subordination ........................................................................................................... 20 ARTICLE IX Prohibitions Against Assignment and Transfer • Section 9.1. Representation as to Development ........................................................................... 21 Section 9.2. [Blank] .................................................................:.....................................................21 Section 9.3. Prohibition Against Transfer of Property and Assignment of Agreement ............... 21 Section 9.4. Qualifications ............................................................................................................ 22 Section 9.5. Information as to Stockholders or Partners ............................................................... 23 Section 9.6. Approvals .....................:............................................................................................ 23 Section 9.7. Release and Indemnification Covenants ................................................................... 23 ARTICLE X Events of Default Section 10.1. Events of Default Defined ........................................................................................ 25 Section 10.2. Remedies on Default .......................:......................................................................... 25 Section 10.2.1 Right to Develop the Project with Others ................................................................. 26 Section 10.3. No Remedy Exclusive ............................................................................................... 26 Section 10.4. No Additional Waiver Implied by One Waiver ....................................................... 27 Section 10.5. Qualification ..............................................................................................................27 ARTICLE XI Additional Provisions Section 11.1. Conflict of Interests; HRA Representatives Not Individually Liable ....................... 28 Section 11.2. Nondiscrimination .....................................................................................................28 Section 11.3. Provisions Not Merged With Deed . 28 Section 11.4. Notice of Status and Conformance ............................................................................ 28 JBD-154193 RC125-153 Section 11.5. Notices and Demands ................................................................................................ 28 Section 11.6. Counterparts .............................................................................................................. 29 Section 11.7. Relocation Consultants .............................................................................................. 29 SIGNATURES AND ACKNOWLEDGEMENTS ........................................................................... 30 EXHIBIT A Description of Property EXHIBIT B Form of Note EXHIBIT C Description of Redevelopment Property EXHIBIT D Assessment Agreement • JBD-154193 RC 125-153 CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT, made and entered into this day of , 1999, is 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 CSM PROPERTIES, INC., a Minnesota corporation, (the "Redeveloper"). WTTNESSETH: WHEREAS, the City of Richfield and HRA intend to establish the Lyndale Gateway Redevelopment Project Area ("Project Area") under the authority of Minnesota Statutes, Chapter 469 (the "Act"), and in accordance with the provisions of this Agreement will undertake to establish within the Project Area the Lyndale Gateway Redevelopment Tax Increment District ("TIF District") and to adopt a Tax Increment Financing Plan ("hereinafter defined as the "Tax Increment Plan") for the TIF District to facilitate the financing of public development and redevelopment costs in the Project Area; and WHEREAS, 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 WHEREAS, the Redeveloper has proposed a development (hereinafter defined as the "Development") within such Project Area which 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 under which activities within the Project Area have been undertaken and are being assisted; and WHEREAS, the Redeveloper is willing to purchase property from the HRA within the Project Area such property being legally described in the attached Exhibit C (hereinafter defined as 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: • JBD-154193 RC125-153 ARTICLE I DEFINITIONS, EXHIBITS RULES OF INTERPRETATION Section l.l. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means the Economic Development Act, located. at Minnesota Statutes, Chapter 469, as amended. "Agreement" means this Agreement, as the same may be from time time modified, amended, or supplemented. _ "Certificate of Completion" means the certification, in the. form of the certificate contained in Exhibit B attached to and made a part of this Agreement, provided. to the Redeveloper, pursuant to Section 4.7 of this Agreement. "City" means the City of Richfield.- "Closing" means the date on which title to the Redevelopment Property is transferred to the Redeveloper. "Commencement of Construction" means excavation for the purpose of setting footings or foundation. "Completion of Construction" means the completion of construction of the Minimum Improvements except for tenant finish work. "Concept Plans" mean the plans, drawings and narrative descriptions for the Minimum Improvements. "Construction Contract" means a contract or contracts which provides for completion of the Minimum Improvements. "County" means the County of Hennepin. "Development" means the Minimum Improvements to be constructed on various portions of the Redevelopment Property. The Development will consist of several separate and distinct elements. "Element" means a component of the Development which will be developed separately on a separate portion of the Redevelopment Property. • JBD-154193 RC! 25-153 2 "Event of Default" means an action by the Redeveloper listed in Section 10.1 of this Agreement. "Minimum Improvements" means the improvements to be constructed by Redeveloper on the Redevelopment Property. The Minimum Improvements are expected to include (west of Lynddale) a 98-room hotel and a commercial building with 22,000 sq. ft. of retail space on the first floor and 23,500 sq. ft. of office space on the second floor, and on the east side of Lyndale, 149 units of senior apartments and 26,700 sq. ft. of office space. The Minimum Improvements are expected to be contained in a number of separate elements ("Elements") all of which will be more fully described in the Concept Plan. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes Sections 116D.01 et seq., as amended. "Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes Sections 116B.01 et seq., as amended. "National Environmental Policy Act" means the federal law located at 42 U.S.C. Section 4311 et seq., as amended. "Notes" means the Limited Revenue Tax Increment Notes to be executed and delivered in the form set forth on Exhibit B, pursuant to Sections 3.2(1) and 3.3. It is anticipated that a separate Note,will be issued with respect to each Element of the Development. "Redeveloper" means CSM Properties, Inc., a Minnesota corporation. "Redevelopment Property" or "Property" means the real property described as such on Exhibit A of this Agreement. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Redevelopment Property or portion thereof which constitutes an Element 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 Act" means the statutes located at Minnesota Statutes Section 469.174 through 469.179, of the Economic Development Act. "Tax Increment Plan" means the tax increment financing plan adopted by the City in connection with the creation of the Tax Increment 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 revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. JBD-154193 RC125-153 3 "Unavoidable Delays" means unexpected delays which are the direct result of adverse weather conditions, shortages of materials, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other judicial action, directly results in delays, or acts of any federal, state or local governmental unit other than those provided for under this Agreement or any other cause or force majeure beyond the control of Redeveloper which directly results in delays, provided, however, that adverse market conditions or tenant actions affecting the marketability or profitability of the Minimum Improvements, or the inability to secure financing of the Minimum Improvements shall not constitute Unavoidable Delays. 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 Notes ("Notes"); C. Certificate of Completion; and D. Assessment Agreement (It is anticipated that a separate Assessment Agreement will be entered into with respect to each Element of the Development. E. Subordination Agreement 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. ~J IBD-154193 RC 125-153 4 ARTICLE II REPRESENTATIONS Section 2.1. Representations by the Redeveloper. (a) The Redeveloper has the power to enter into this Agreement and has duly authorized the execution, 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 environmental 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 Environmental Rights Act; Section 2.2. Representations by HRA. The HRA makes the following representations as the basis for the undertakings herein contained. (a) The HRA is authorized by law to enter into this Agreement and to carry out their obligations hereunder. • JBD-154193 RC125-153 5 (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 and TIF District will be considered for establishment in accordance with the procedures provided for by law. It is anticipated that, if adopted, the first tax increment (partial) will be initiated. by the HRA in 2001. ARTICLE II.S PRECONDITIONS Section 2.5.1. Initial Preconditions to Acquisition. Not later than 90 days from the date of this Agreement, unless such date is extended by the mutual written consent of the parties, the. parties shall have reached written agreement on the following matters: (a) the Concept Plans, which will include agreement relative. to the proposed subdivision of the Redevelopment Property and creation of the Elements of the Development; (b) the location and nature of all public improvements to be constructed to serve and benefit the Development, together with the timing and responsibility for their construction and the phase out of existing public improvements; (c) the location, layout and design of any interior traffic circulation systems, including their interface with adjacent roadways, and the timing for construction of the same; (d) the landscape plan and the timing for installation of the same; (e) tree protection during construction (redeveloper to be responsible for the cost of a survey and protection plan.) (f) a schedule for commencement and completion of construction of each Element of the Development, and all public improvements to serve the Development; (g) the condition of the Redevelopment Property with respect to environmental contaminations and pollution; and the obligations and responsibilities of the parties with respect to remediation, if any; (h) the nature, location and cost of removal or relocation any utilities currently located on the Redevelopment Property which are required to be removed or relocated due to construction of the minimum improvements and the allocation and financing of the cost of such activities; and • (i) the conditions for the release of Redeveloper following the assignment of an Element described in Section 9.4(b). JBD-154193 RC125-153 6 (j) to the extent required by law, the number of new jobs and the average wages for the new jobs created by the Development. (k) the form of the Tax Increment Plan, which plan, following agreement as to form, shall have been considered and adopted by the City. (1) the program of mediation of matters described in Section 3.2(b} (m) the level the nature and the form of public assistance which is necessary in order to facilitate the development contemplated in the Concept Plan (The "But For" Analysis) (n) the means and responsibility for addressing requests from property owners of land on the east side of Garfield Avenue (o) how the design of the project will accommodate the anticipated future widening of Lyndale Avenue; and the method for calculating the payment to the Redeveloper for the subsequent acquisition of right of way for that project. In the event that the parties are unable to reach agreement on all the matters and in the time described above or in the. event that the Tax Increment Plan has not been adopted, either party may terminate this Agreement by written notice to the other party whereupon this Agreement shall, notwithstanding anything in Article X hereof to the contrary, be null and void, and the parties shall be relieved of any further obligations hereunder. ARTICLE III SITE ASSEMBLY Section 3.1. Statement of Intent. It is the intention of the parties that the tracts of land which comprise the Redevelopment Property are to be acquired through a combination of direct acquisitions by the Redeveloper (including acquisitions which have been previously commenced by Redeveloper) and acquisitions by the HRA followed by conveyances to the Redeveloper. It is further the intention of the parties that, whenever possible, direct acquisition by the Redeveloper is preferred. It is further the understanding of the parties that in the acquisition of the Redevelopment Property and related activities the HRA's obligation shall only be to proceed in good faith and to utilize its best efforts. Section 3.2. Acquisition. The Redeveloper agrees to continue and diligently pursue such acquisition activities following the execution of this Agreement. Not later than 150 days following execution, unless extended by the parties, the Redeveloper will provide the HRA with the following information together with supporting material all of which shall be in writing and reasonably satisfactory to the HRA: JBD-154193 RC 125-153 7 (a) That it has taken reasonable steps to acquire all the Redevelopment Property and has complied with the provisions of Section 11.7. (b) That any owner who has requested mediation in accordance with the terms of a mediation program agreed to by the parties pursuant to Section 2.5.1(1) has been afforded the opportunity for mediation with respect to the purchase price to be paid for such owner's property. (c) That financing, whether in the form of Equity, Financial Commitments or otherwise, necessary for the acquisition of the Redevelopment Property and for the construction of the Development is in the reasonable judgment of the Redeveloper likely to be available. (d) That Redeveloper, based upon preliminary environmental reviews, including, without limitation, an EAW (if such is required) to be undertaken on the Redevelopment Property by Redeveloper, and other inspections of the Property, is not aware of any conditions, environmental or otherwise, that would prevent Redeveloper from proceeding with the acquisition and development of the Property. (e) A list of the properties with respect. to which purchase agreements or options to purchase have been executed. (f) A list of lands with respect to which such agreements or options have not been executed. (g) A request that the HRA undertake condemnation activities, and the parcels to which such activities relate, together with a deposit deemed adequate by the HRA to cover the fees and expenses of those retained by the HRA to provide legal, survey, appraisal, relocation and title services in .connection with such acquisition. The request shall also include (i) an acknowledgment by the Redeveloper that if the HRA does approve the request, the Redeveloper's obligations pursuant to Section 3.3 shall be applicable; and (ii) the form of written agreement and security, reasonably acceptable to the HRA in the nature of the agreement described in Section 3.3. The request shall also include a statement of whether it is necessary for the HRA to proceed in accordance with Minnesota Statutes, § 117.042. Failure to make this statement as a part of the initial request does not preclude the Redeveloper from subsequently making it. (h) If the Redeveloper supplies the items contained in paragraphs (a)-(g) above, the HRA agrees that it will, in good faith, and following a review and verification of the same, and following delivery to it of an agreement applicable to the Property in the nature of the agreement described in Section 3.3, undertake the steps necessary to acquire fee simple title to the portions of the Property to which the request relates, and in accordance with Minnesota Statutes, § 117.042 to the extent requested. If the Redeveloper fails to supply the items contained in paragraphs (a) - (g) above within the time described above, either party may terminate this Agreement by written notice to the other whereupon this Agreement shall be null and void, and the parties will be relieved of further obligations hereunder. • JBD-154193 RC 125-153 g (i) The acquisition of the requested portions of the Property shall be abandoned at any time prior to the date that title and possession has passed to the HRA that any of the following occur: 1. The Redeveloper is in default of any of its obligations under this Agreement or the agreement contemplated in Section 3.3. It is understood that no notice or cure periods are applicable to Article III except as specifically stated herein. 2. The Redeveloper fails to make any payment or deposit with respect to the acquisition of the Property or the payment of relocation benefits therefore. 3. The HRA determines in the exercise of its reasonable judgment .that the Redeveloper's obligation to pay for the acquisition of the Property, or to pay relocation benefits is not adequately secured, and the Redeveloper fails, with 30 days of a written request by the HRA to provide security deemed adequate by the HRA. 4. The Redeveloper determines that, due to material adverse market conditions, inability of the transferee designated in Section 9.3(03)(ii) to obtain suitable financing for construction of the Minimum Improvements in that Element, material adverse soil or environmental conditions, title problems, or inability to obtain any governmental licenses or approvals necessary for the effective development of the Property, (including, without limitation, vacation of streets lying within the boundaries of the Redevelopment Property), following prompt and diligent efforts to obtain the same, proceeding with the Development on the Redevelopment Property is not economically or practically feasible. 5. Actions by governmental entities have in the reasonable judgment of the HRA have placed material physical limitations on the capacity of the Property to be developed as contemplated, and in accordance with the Concept Plan. 6. The costs of acquisition, including land, relocation, fees and other expenses to be paid by the Redeveloper exceed, on average, $17.50 per sq. ft. of land area within the Redevelopment Property, it being understood that the HRA shall have no obligation to pay or assist the Redeveloper in the payment of any such costs. Use of the Minnesota Statutes § 117.042 procedure may be discontinued for the failure of the Redeveloper to make any payment to the HRA to cover a court deposit of the type and within the time period described in Section 3.3. The HRA shall, upon becoming aware of the reasons stated above and verifying the same with the Redeveloper, immediately discontinue its acquisition activities, and thereafter, the Redeveloper's sole obligation shall be to reimburse the HRA for the costs and expenses • incurred by the HRA in connection with its acquisition activities, and to indemnify and save harmless the HRA and the City, their officers, agents and employees and to defend the same JBD-154193 RC125-153 9 from any .claim or cause arising out of or occasioned by the discontinuance of such acquisition activities, and the HRA's sole remedy shall be to obtain such reimbursement and indemnify from the Redeveloper. The HRA may utilize any security available to it in this Agreement as security for Redeveloper's obligations under this Paragraph, including, without limitation, security provided by Redeveloper under Section 3.3(b)(3), 3.2(g), and 3.2(~ and liens placed on the Redevelopment Property pursuant to Section 3.3(f). The HRA agrees that it will accept other security in lieu of the security described in the last paragraph if it determines, in the exercise of its reasonable judgment, such other security will furnish an adequate level of protection. (j) Redeveloper Liability. Notwithstanding anything herein to the contrary, in the event the Redeveloper shall fail or refuse to perform its obligations under this Agreement, then the HRA, upon written notice. thereof to Redeveloper, may immediately discontinue its acquisition activities, and thereafter, the Redeveloper's sole obligation shall be: i) to reimburse the HRA for the costs and expenses incurred by the HRA in connection with its acquisition activities; ii) to indemnify and save harmless the HRA and the City and their officers, agents and employees and to defend the same from any claim or cause arising out of or occasioned by the discontinuance of such acquisition activities and the HRA's sole remedy shall be to obtain such reimbursement and indemnity from the Redeveloper. (k) Once the HRA has acquired .title and possession to the Property (as requested), the Redeveloper shall be obligated unconditionally to comply with all of its obligations hereunder to acquire .and develop the Property; and any limitations to the Redeveloper's liability contained in this paragraph shall not be applicable. The Redeveloper further agrees to indemnify and save harmless the HRA, the City and their officers, agents and employees from any claims or causes arising. out of as occasioned by the failure or refusal of the Redeveloper, for any reason, to acquire the said Property following the transfer of title and possession to the HRA. (1) Reimbursement of the expenses incurred by the Redeveloper in connection with acquisition of the Property shall be made in accordance with and subject to the terms of a note or notes in substantially the form of the attached Exhibit B ("Notes"). Payment according to its terms will, except as expressly otherwise provided in this Agreement, constitute the sole and exclusive manner of reimbursement to the Redeveloper for its expenditures in connection with the Property. Section 3.3. Additional Limitations on HRA Obligation. (a) Not later than five days prior to any date on which the HRA is required to deposit any amount into court in order to obtain title and possession to portions of the Property or to make relocation benefit payments to persons entitled to such payments, Redeveloper shall deliver to the HRA funds payable to the HRA in the amount of any such deposit or payment. The HRA shall then have the right, and subject to the terms and conditions hereof, the obligation to use such funds to make such deposit or such payments. The HRA shall have no obligation to repay such funds received deposited or paid pursuant to this Agreement should the redevelopment covered by this Agreement not be completed for any reason, other than the failure of the HRA to perform its obligations hereunder. JBD-154193 RC125-l53 l ~ (b) The obligation of the HRA to make the deposit and obtain title to and possession of any of the parcels which make up the Property shall, unless waived in writing by the HRA, be specifically subject to the following: Redeveloper is not in default of any provisions of this Agreement and all amounts due and payable as provided above in this Section have been paid. 2. Redeveloper has reviewed the condition of title as .such is to be acquired by the HRA and notified the HRA in writing that such condition of title is satisfactory. 3. The Redeveloper has provided the HRA with an undertaking in the form of a written agreement, .and with security all reasonably acceptable to the HRA which will assure payment by the Redeveloper of: (i) any condemnation award for the Property in excess of the previously deposited sums; (ii) any relocation benefits which aze not yet paid; (iii) [Blank] (iv) the obligation of Redeveloper provided for in 3.2(m); (vi) the obligations of Redeveloper provided for in 3.2(i); (vi) [Blank] (vii) [Blank]. Such undertaking and security is to remain in affect according to its terms, and in any. event, until suitable and adequate substitute security is agreed to by the parties. 4. The Redeveloper has furnished the HRA with written notice, reasonably acceptable to the HRA, indicating that, based upon Redeveloper's own investigation it is satisfied in all respects with the nature and condition of the Property, and accepts the same AS IS and WHERE IS. 5. The HRA is satisfied that the Redeveloper has obtained, or will be obtaining, fee simple title to any portions of the Property which aze not the subject of the condemnation. 6. Redeveloper has furnished the HRA with written evidence reasonably acceptable to the HRA that it has funds, whether in the nature of Equity or JBD-154(93 RC125-153 11 Financial Commitment or otherwise which aze sufficient for construction of the Minimum Improvements. 7. [Blank] 8. Redeveloper has supplied the HRA with a signed written statement, reasonably satisfactory to the HRA,. to the effect that, to the best of Redeveloper's knowledge, upon Closing, there will be no remaining matters which would affect the. prompt commencement of construction of the Minimum Improvements and the continuation of construction to completion all in accordance with the schedule for commencement and completion of construction, described in Section 2.5.1. The statement must also acknowledge that the Redeveloper understands that the HRA is relying on the statement as a inducement to acquire and convey the Property. 9. [Blank] 10. [Blank] 11. The HRA has reviewed and approved the Concept Plan. 12. The parties have reached written agreement regarding the location and nature and cost of any public improvements to be located on the Redevelopment Property. 13. The Redeveloper has furnished the HRA with an agreement acceptable to the HRA whereby the Redeveloper agrees to indemnify and save harmless the HRA, its officers, agents, and employees from any claim, cause, regulatory order or other obligation ensuing out of or occasioned by the existence of any contaminant, pollutant or hazardous substance in, on or under the Property. (c) Following the date on which the HRA has obtained title and possession of the Property it shall convey the same to the Redeveloper by quit claim deed. Such conveyance shall take place not later than 10 days following the date that the HRA has acquired the Property, and the Redeveloper has furnished the HRA with written evidence reasonably satisfactory that all the provisions of pazagraph 3.3(b) above remain true; and all governmental approvals licenses and permits needed for commencement of construction of the Minimum Improvements have been obtained. The deed shall contain a restriction valid until the issuance of a Certificate of Completion for an Element which allows the Property to be developed only in accordance with the Concept Plans. (d) Reimbursement of Redeveloper's Expenses. It is the intention of the parties that the funds which Redeveloper has expended in connection with and related to the acquisition of the Property should be reimbursed to the extent and in the manner hereinafter provided. It is further understood that Redeveloper would not otherwise have undertaken such expenditures absent reimbursement. Accordingly, at closing, the HRA shall execute and deliver to the JBD-154193 RC125-153 12 Redeveloper a note or notes in substantially the form of the attached Exhibit B ("Note"). The Note shall be paid according to their terms and will constitute the sole and exclusive source of reimbursement to the Redeveloper for its expenditures. G • JBD-154193 RC 125-153 13 ARTICLE IV CONSTRUCTION OF MINIMUM IMPROVEMENTS Section 4.1. Agreement to Construct. Subject to the acquisition of the Redevelopment Property, the Redeveloper .agrees that it will construct the Minimum Improvements on each phase in accordance with the approved Concept Plans. Section 4.2. Demolition. The Redeveloper shall, at its sole. expense, raze and remove all structures on Redevelopment Property including any abandoned City utilities. Section 4.3. Soil Correction -Contamination. As between the parties hereto 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, contamination or pollution.. Section 4.4. Concept Plans. Within 90 days after execution of this Agreement by the Redeveloper, the Redeveloper shall submit schematic Concept Plans including a marketing plan and tenant mix projections and the anticipated dates for commencement and completion of construction. The Concept Plans shall depict the Minimum Improvements and shall be in conformity with this Agreement. The HRA reserves the unrestricted right to reject the Concept Plans. Such Concept Plans shall, in any event, be deemed approved unless rejected in writing by the HRA, in whole or in part. Such rejection shall set forth in detail the reasons therefor, and shall be made within twenty (20) days after the date of their receipt by the HRA. If the HRA. rejects the Concept Plans in whole or in part, the .Redeveloper shall submit new or corrected Concept Plans within twenty (20) days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection, and resubmission of corrected .Concept Plans shall continue to apply until the Concept Plans have been approved by the HRA. If the Redeveloper desires to make any material change in the Concept Plans after their approval by the HRA, the Redeveloper shall submit the proposed change to the HRA for its approval. If the Concept Plans, as modified by the proposed change, conform to the requirements of this Section with respect to such previously approved Concept Plans, the HRA 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 HRA to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within twenty (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 lBD-!54193 RC 125-153 14 the final construction plans and specifications materially depart from the approval Concept Plans. Section 4.5. Commencement and Completion of Construction. The Redeveloper shall commence and complete construction of the Minimum Improvements in accordance with the time schedule agreed upon by the parties pursuant to Section 2.5.1(e). The Redeveloper shall not be considered in breach of, or default in its obligations with respect to the commencement and completion of construction of the Minimum Improvements, if the occurrence of an Unavoidable Delay 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 HRA 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, and further provided that such excused delay may not operate to relieve Redeveloper. of its obligation to complete within the time period provided for in the Assessment Agreement. Section 4.6. Construction Reports. During construction 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 4.7. Certificate of Completion. Promptly after notification by the Redeveloper of completion of the .Minimum Improvements for each Element contemplated by the Concept • Plans, the HRA shall inspect the construction to determine whether the Minimum Improvements for such Element are completed substantially in accordance with the terms of this Agreement. If the HRA is satisfied, and if all relevant final approvals have been obtained from the City on matters of platting,.. zoning, off-street parking, signage, drainage and landscaping .for the portion of .the Redevelopment Property to which the Certificate relates, it will furnish the Redeveloper with a Certificate of Completion for such Element. Such certification by the HRA shall, except as further provided in this. Section 4.7, be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement, and in the Deed with respect to the obligations of the Redeveloper to construct the Minimum Improvements with respect to the Element for which the certificate relates. The certification provided for in this section shall be in recordable form. If the HRA shall refuse or fail to provide the Redeveloper a certification in accordance with the provisions of this Section 4.7, the HRA shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper have failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or are otherwise in default, and what measures or acts it will be necessary, in the reasonable opinion of the HRA, for the Redeveloper to take or perform in order to obtain such certification. JBD-154193 RC125-153 15 ~, ARTICLE V PUBLIC IMPROVEMENTS Section 5.1. Matters pertaining to public improvements shall be addressed in the separate agreement of the parties provided for in Section 2.5.1(b). ARTICLE VI INSURANCE Section 6.1. Insurance. Prior to Closing on any portion of the Redevelopment Property, the Redeveloper shall provide evidence of insurance, for that portion, covering property, casualty, workers compensation, fire, indemnity, general liability, employer's liability and such other coverages and in such amounts as the HRA shall reasonably require. The Redeveloper further agrees that notwithstanding any provision in this Article to the contrary, it will keep and maintain in full force and effect .throughout the term of Notes, insurance policies insuring the Minimum Improvements against casualty loss in the amount at least equal to the greater of: (i) their replacement value, or (ii) the amount of any mortgage indebtedness. • JBD-154193 RC125-153 16 ,~, ARTICLE VII TAX INCREMENT Section 7.1. [Blank) ARTICLE VIII FINANCING Section 8.1. Limitations Upon Encumbrance. Prior to the completion of the Minimum Improvements, as certified by the HRA pursuant to Section 4.7 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 or operation of law, or suffer any encumbrance or lien to be made on or attached to the Redevelopment Property or any part thereof, except only for the purpose of obtaining funds to the extent necessary for developing the Minimum Improvements. Section 8.2. Copy of Notice of Default to Lender. Prior to the issuance of a Certificate of Completion, whenever the HRA shall deliver any notice or 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 holder ("Holder") known to the HRA of any mortgage or other financing agreement authorized by this Agreement by sending such notice to last known address of the Holder as shown in the records of the HRA. Section 8.3. Lender's Option to Cure Defaults. After any breach or event of default referred to in Section 10.1 hereof, each Holder shall (insofar as the rights of the HRA are concerned) have the right for a period of ninety (90) days, at the Holder's option, to cure or remedy such breach or event default 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 Lnprovements, nothing contained in .this Section or any other section of this Agreement shall be deemed to permit or authorize such Holder, 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 Improvements or construction already made) without first having expressly assumed the Redeveloper's obligations described in Section 10.2 hereof by written agreement reasonably satisfactory to the HRA to complete the Minimum Improvements or the part thereof to which the lien or title of such holder relates, provided further, however, that the HRA will not unreasonably withhold its consent to any changes in the Minimum Improvements which are requested by the Holder if the requested changes do not alter the basic design. of the Minimum Improvements or result in a decrease of JBD-!54!93 RC125-153 17 the Mazket Value below the amounts estimated by the parties as set forth in section 4.4. (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 governmental authority not to approve any proposed changes or alterations to the Minimum Improvements. Any such Holder who shall perform the Redeveloper's obligations under Section 4.6 hereof, relating to the Redevelopment Property or applicable part thereof, shall be entitled, upon written request made to the HRA, to a certification by the HRA to such effect in the manner provided in Section 4.8 of this Agreement. Section 8.4. HRA's Option to Cure Default. Prior to the issuance of a Certificate of Completion, if the Redeveloper is in default under. any financing authorized pursuant to Article VIII of this Agreement, the Holder, prior to exercising any of its remedies, shall notify the HRA in writing by sending it a copy of any notice of default sent to the Redeveloper. If, within thirty (30) days after receipt of said notice, the HRA cures the default, then the Holder shall pursue none of its remedies under the financing based upon the said default of the Redeveloper. Section 8.5 Subordination. In order to facilitate the obtaining of construction or permanent financing for an Element by the Redeveloper, the HRA agrees to consent to the assignment of this Agreement (to the extent applicable to such financed Element) and a note or notes, and to subordinate its rights under this Agreement to the Mortgage evidencing any such construction or permanent financing subject and pursuant to the terms and conditions of the Subordination Agreement attached hereto as Exhibit E. The HRA agrees to promptly enter into a Subordination Agreement in the form attached, following Redeveloper's written request. • • JBD-154193 RC125-153 18 i ARTICLE IX PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER Section 9.1. Representation as to Development. The Redeveloper represents and agrees that its undertaking 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 recognizes 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 public aids that have been made available by the City and the HRA, 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. Any significant change with respect to the identify 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, 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 willing to accept and rely on the obligations of the Redeveloper for the faithful performance of all undertakings and covenants hereby then to be performed. Section 9.2. [Blank]. Section 9.3. Prohibition Against Transfer of Property and Assignment of Agreement. For the foregoing reasons, the Redeveloper represents and agrees that: 1. Except only by way of security for, and only for, the purpose of obtaining financing necessary. to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under the Agreement, and any other purpose authorized by the Agreement, prior to the completion of construction of the Minimum Improvements 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, any 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 Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the HRA. 2. 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 determined by the HRA, 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 HRA and in form recordable among the land records, shall for itself and its JBD-154193 RC 125-153 19 successors and assigns, and expressly for the benefit of the HRA, have expressly assumed all of the obligations of the Redeveloper under the Agreement and agreed to be subject to the terms of the Redevelopment Plan (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 of, or any other successor in interest whatsoever the reason, shall have assumed such obligations or agreed, shall not (unless and only to the extent otherwise specifically provided in the Agreement or agreed to in writing by the HRA) relieve or except such transferee or successor 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 with 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 HRA of or with respect to any rights or remedies or controls provided in or resulting from the Agreement with respect to the Property and the construction of the Minimum Improvements that the HRA would have had, had there been no such transfer or change; (iii) there shall be submitted to the HRA for review all instruments and other legal documents involved in effecting transfer, and if approved by the HRA . its approval shall be indicated to the Redeveloper in writing. 3. Certain Transfers Exempted. Notwithstanding the prohibitions against transfer contained in this section, and the rights granted the HRA under. Section 9.5 the Redeveloper shall have the right: i. to transfer ownership interests in the Redeveloper, this Agreement, or the Property to family members of Gary S. Holmes, or to entities controlled by Gary S. Holmes or his family members, for tax and/or estate planning purposes, or due to the death or incapacity of Gary S. Holmes or other shareholders of Redeveloper; ii. To transfer the senior housing element located east of Lyndale to Twin City Christian Homes, Inc., which transfer is approved subject to the transferee complying with the provisions of Section 9.3(02)(ii). The transfers contemplated in this paragraph shall be subject to the provisions of Section 9.3.(04). 4. In the absence of specific written agreement by the HRA to the contrary, no such transfer or approval by the HRA thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by the Agreement 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 exercised in accordance with the standards and requirements of Section 9.3(02) relieve Redeveloper if they present a transferee or assignee acceptable to the HRA. JBD-154193 RC125-153 20 Section 9.4. Qualifications. Notwithstanding anything in this Article IX to the contrary, the Authority and Redeveloper acknowledge and agree as follows: (a) The Development will be comprised of several Elements, some of which may not be developed and constructed by the Redeveloper. The Redeveloper intends and shall have the right to convey certain portions of the Redevelopment Property to other entities before construction of an Element thereon. The Authority consents to such transfers, provided that notwithstanding any assumption by such transferees of the Redeveloper's obligations hereunder, the Redeveloper will remain fully obligated under this Agreement with respect to the Element so transferred, and nothing in this paragraph will be deemed to constitute approval or release of the Redeveloper as described in this Article. The Redeveloper will be released from its obligations with respect to such transferred Elements upon compliance with and subject to the terms of paragraph (b) below. (b) Upon issuance of the Certificate of Completion for any Element of the Minimum Improvements, the Redeveloper may transfer or assign the subject Element andlor the Redeveloper's rights and obligations under this Agreement with respect to such Element without the prior written consent of the City or the Authority; provided that: (i) the transferee or assignee is bound by all the Redeveloper's obligations hereunder with respect to the Element transferred. The Redeveloper shall submit to the Authority written evidence of any such transfer or assignment, including the transferee or assignee's express assumption of the Redeveloper's obligations under this Agreement. If the Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloper shall remain bound by all obligations with respect to the subject Element under this Agreement; and (ii) upon compliance with clause (b)(i) above (whether the transfer occurred before or after issuance of the Certificate of Completion), the Redeveloper shall be released from its obligations under this Agreement with respect to the Element transferred, :but only to the extent provided for in that separate agreement described in Section 2.5.1(h). (iii) the release of Redeveloper's obligations shall not include a release of Redeveloper's obligations under Section 3.3(b) unless the HRA reasonably determines that equally sufficient security is being obtained from the transferee. Section 9.5. Information as to Stockholders or Partners. In order to assist in the effectuation of the purposes of this Article IX of this Agreement, the Redeveloper agrees that during the period between the execution of the Agreement and completion of the Minimum Improvements as certified by the HRA, (a) the Redeveloper will promptly notify the HRA 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%) of the issued stock or partnership interests of Redeveloper, and (b) Redeveloper shall, at such time or times as the HRA may 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 JBD-154193 RC 125-153 21 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 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 9.6. Approvals. Any approval required. to be given by the HRA under this Article IX of this Agreement 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. At the HRA's request, the Redeveloper shall provide to the HRA's attorney for privileged review on behalf of the HRA financial information as to any proposed general partners, or controlling stockholders of proposed assignees or transferees, and financial information as to any such partnership or corporation. Section 9.7. Release and Indemnification Covenants. (a) .The Redeveloper releases from and covenants and agrees that the Authority. 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 Authority 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 occurring 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 Authority 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 or purportedly arising from this Agreement, or the transactions contemplated hereby or 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 Authority 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, Minimum Improvements due to any act of negligence of any person. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. JBD-.154193 RC125-153 22 ARTICLE X EVENTS OF DEFAULT Section 10.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" .shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events: a. Failure by the Redeveloper to pay when due any' payments required to be paid or performing any actions required to be performed under Article III of this Agreement, or under the agreement contemplated in Section 2.5.1 or Article III. b. Subject to Unavoidable Delay, failure by the Redeveloper to observe and substantially perform any covenant, conditions, obligation, or agreement on its part to be observed or performed hereunder.. c. If the Redeveloper shall admit in writing its inability to pay its debts generally as they become due, or shall file a petition in bankruptcy, or shall make an assignment for the benefit of creditors, or shall consent to the appointment of a receiver of themselves or of the whole or any substantial part of the Redeveloper Property. d. If the Redeveloper shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws. e. If the Redeveloper, on a petition in bankruptcy filed against them, be adjudicated a bankrupt, or a court of competent jurisdiction shall enter an order of decree appointing, without the consent of Redeveloper, a receiver of Redeveloper or of the whole or substantially all of its property, or approve a petition filed against Redeveloper seeking reorganization or arrangement of Redeveloper under bankruptcy laws, and such adjudication, order, or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof. f. If the Redeveloper is in default under any mortgage in favor of the HRA and falls to cure any such default within thirty (30) days after written demand from the HRA to do so. g. If the real estate taxes are not paid when due. Section 10.2. Remedies on Default. Whenever any Event of Default referred to in Section 10.1 of this Agreement occurs, the HRA may, in addition to any other remedies or rights given the HRA under this Agreement, but only after at least thirty (30) days notice to the Redeveloper and its failure to cure (unless a different cure period is provided with respect to specific defaults under this Agreement) or such longer cure period if reasonably required and the actions to cure have been taken within such 30-day period, find the Redeveloper in default (Default) and take any one or more of the following actions: JBD-154193 RC 125-153 23 1. Suspend its performance under the Agreement until it receives assurances from the Redeveloper or mortgagee reasonably deemed adequate by the HRA, that the Redeveloper will cure the default and continue performance under the Agreement. 2. Cancel pursuant to Minnesota Statutes Section 559.21, and rescind the Agreement, in which case the 30 day cure period shall commence with notice of cancellation. 3. Withhold the Certificate of Completion if the Event of Default relates to the failure of the Redeveloper to complete the improvements as provided in this Agreement. 4. Subject to the limitations stated in Article III take whatever action at law or in equity may appeaz necessary or desirable to the HRA to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement or covenant of the Redeveloper under this Agreement. Provided, however, that any exercise by the HRA, its successors or assigns, of its right or remedies hereunder shall always be subject to and limited by, and shall not defeat, render invalid or limit in any way (a) the lien of any mortgage authorized by this Agreement and (b) any rights or interests provided in this Agreement for the protection of the Holder of such mortgages. Notwithstanding any provision in this Section to the contrary, it is understood that with respect to a default which relates to an Element, the HRA's remedies under this Agreement following conveyance of the Redevelopment Property to the Redeveloper, and except for the security described in Section 3.2(b)(3), shall be limited to i) the suspension of payment. of any Note issued with respect to that Element and ii) if prior to the Commencement of Construction of the Element, the return of title to the portion of the Redevelopment Property which contains the Element. Redeveloper agrees to reconvey such portion upon default and following failure to cure; and agrees that without the consent of the HRA, the land shall be reconveyed free and cleaz of any liens, encumbrances or other interests. The transfer of such portion of the Redevelopment Property to the HRA shall not discharge the Redeveloper's obligation under Sections 3.2(j) and 3.3(b) with respect to that pazcel. Section 10.2.1. Right to Develop the Project with Others. In the event that this Agreement is terminated by the HRA prior to the closing on any phase upon any breach by the Redeveloper, or in the event the HRA forecloses on any lien provided for in this Agreement, the HRA shall have the further right to proceed with the redevelopment of the portion of the Redevelopment Property to which the termination relates or any part thereof with any contractor or any other individual or entity selected by the HRA. The HRA shall have the right to obtain and use, at no cost to them, all plans, specifications, studies, reports and other data prepared by the Redeveloper or at the Redeveloper's direction for such portion of the Redevelopment Property. It is expressly agreed that the consideration for rights conferred upon the City and the HRA under this Section 10.2.1 including business opportunity and other valuable consideration are independently adequate to create a binding obligation under this Section 10.2.1 and that such obligation shall survive the cancellation, rescission, or termination of this Agreement. Section 10.3. No Remedy Exclusive. Except as provided in Article III, no remedy herein conferred upon or reserved to the HRA is intended to be exclusive of any other available remedy JBD-154193 RC125-153 24 • or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. Except as provided in Section 10.4 of this Agreement, no delay or omission to exercise any right or power. accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA or the Redeveloper 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 X. Section 10.4. No Additional Waiver Implied by One Waiver. In the event any obligation contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 10.5 Qualifications. Notwithstanding anything herein to the contrary, the HRA and Redeveloper acknowledge and agree as follows: (a) The parties anticipate that certain Elements of the Development will be transferred to other entities in accordance with Section 9.4 hereof and that the Redevelopment .will retain ownership and control of other Elements. The Redeveloper will remain obligated with regard to all Elements unless release in accordance with Section 9.4. (b) Nevertheless, a default with respect to one Element will not give rise to any remedies hereunder with respect to any other Element. (c) Consistent with subsection (a) above, upon a default with respect to an Element, the HRA shall, among its remedies, have the authority to withhold payments under the Note issued with respect to such Element, until such default is cured but shall not be entitled to withhold payments under any Note issued with respect to any other Element for which there is no uncured event of default. (d) Unless otherwise released from its obligations under this Agreement, this Section is a limitation of the remedies available to the HRA, and not as a limitation on the right to pursue the Redeveloper for a default. r~ JBD-154193 RC125-153 25 • ARTICLE XI ADDITIONAL PROVISIONS Section 11.1. Conflict of Interests; HRA 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 11.2. Nondiscrimination. The provisions of Minnesota Statutes Section 181.59, which relate to civil rights and nondiscrimination,. shall be considered a part of this Agreement as though fully set forth herein. Section 11.3. Provisions Not Merged With Deed. None of the provisions of this Agreement art intended to be or shall be merged by reason of any Deed transferring any interest in any part of the 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 11.4. Notice of Status and Conformance. The HRA 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 HRA has not received any notice of default, that to the knowledge of the HRA 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 11.4 to provide a mechanism for obtaining estoppel certificates which may be requested by Redeveloper's mortgagee. Section 11.5. Notices and Demands. Except as otherwise 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: As to the HRA: Housing and Redevelopment Authority 6700 Portland Avenue South • Richfield, MN 55423 Attention: Executive Director )BD-!54193 RC 125-153 26 As to the Redeveloper: CSM Properties, Inc. 2575 University Avenue West, Suite 150 St. Paul, MN 55114-1024 Attention: Murray Kornberg, Vice President 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 11.6. Counterparts. This Agreement may be simultaneously executed in any number of counterparts, all of which shall constitute one and the same instrument. Section 11.7. Relocation Consultants. Within ten days following the date of .this agreement, the parties will agree to a relocation consultant to be retained by the HRA. The relocation consultant shall assist the Redeveloper in providing relocation services and information concerning relocation benefits to individuals and entities who will be displaced as a result of Redeveloper's acquisition activities. The relocation services and benefits to be provided by Redeveloper shall conform to those which would be provided by the HRA if it were acquiring the properties. All fees and charges for the services of the consultant and all payments of relocation benefits shall be the sole obligation of the Redeveloper. Redeveloper shall be responsible for timely notification to all affected persons concerning the services and benefits available to them and the process to follow to obtain such services and benefits. • JBD-154193 RC125-153 27 IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY OF THE CTfY OF RICHFIELD, MINNESOTA By: Its: By: Its: Executive Director CSM PROPERTIES, INC. By: Its: Vice President STATE OF MINNESOTA ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 1999, by and ,the Chairperson and Executive Director of The Housing and Redevelopment Authority in and for the City of Richfield, Minnesota. Notary Public • STATE OF MINNESOTA ) SS COUNTY OF RAMSEY ) The foregoing instrument was acknowledged before me this day of , 1999, by ,the Vice President of CSM Properties, Inc, a Minnesota corporation, on behalf of the corporation. Notary Public JBD-154193 RC125-153 2g • REDEVELOPMENT PROPERTY Legal Description To be supplied prior to execution C. JBD-154193 RC125-153 EXHIBIT A $. UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD LIMITED REVENUE TAX INCREMENT NOTE [ELEMENT DESIGNATION] • EXHIBIT B Example 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 CSM Properties, Inc. (the "Owner"), to the extent and in the manner hereinafter provided, the original principal amount of this Note, being $ (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 accruing 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 payment is legal tender for public. and private debts and shall be made by check or draft 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 Minnesota Statutes, § 469.174, of the Authority within and for the benefit of the Tax Increment Financing District ("District"). THE NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY OF RICHFIELD, OR THE STATE OF MINNESOTA (THE "STATE"), AND NETfHER 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. JBD-154!93 RC125-153 B-1 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 Payment Date "Available Tax Increment." For the purpose of this Note, "Available Tax Increment" means: Seventy-five Percent (75%) of the tax increment received from the real estate described in Schedule B the Element for years beginning with and ending in ,after first deducting therefrom any amount needed to make a previously due but unpaid Scheduled Payment to Owner. For purposes of this Note, a "Payment Date" shall mean each of the Scheduled Payment 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 Element), such deficiency shall be deferred and paid along with future Scheduled Payments but only to the extent of Available Tax Increment. This Note 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 shall 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 Default with respect to the Element under the Contract for Private Development, dated 1999, (the "Development Contract") between the Authority and the Owner, subject to the notice and cure provisions of Section 9.2 thereof, and limited only to defaults which relate to the Element. 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 payments hereunder to a lender or assign the payments hereunder to a subsequent purchaser of the Development, 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. JBD-154193 RC125-153 B-2 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 thereof, which Resolution is incorporated herein by reference. TT IS HEREBY CERTIFIED AND RECITED that any acts, conditions, and things required by the Constitution and laws of the State of Minnesota 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. IN 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 • lBD-154193 RC 125-153 B-3 SCHEDULE A SCHEDULED SCHEDULED SCHEDULED SCHEDULED PAYMENT DATES PAYMENTS PAYMENT DATES PAYMENTS JBD-154193 RC125-153 B_4 EXF~IT C Example CERTIFICATE OF COMPLETION The undersigned hereby certifies that CSM PROPERTIES, INC. a Minnesota corporation, has fully and completely complied with its obligations under Article IV of that document entitled "Contract for Private Development," dated , 1999, between THE HOUSING AND REDEVELOPMENT IN AND FOR THE CITY OF RICHFIELD and CSM PROPERTIES, INC. a Minnesota corporation with respect to construction of the Minimum Improvements. located on the tract of land described in the attached Exhibit A in accordance with the requirements of such document and is released and forever discharged from its obligations to construction the Minimum Im rovements under such above-referenced Article on the above-referenced tract. The P recording of this Certificate of Completion also extinguishes and releases the deed restriction contained in Document No. DATED: • HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD sy Its Chairperson sy Its Executive Director ]BD-154193 RC125-153 B-5 EXHIBIT D Example ASSESSMENT AGREEMENT [ELEMENT DESIGNATION) THIS AGREEMENT, 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 CSM Properties, Inc., a Minnesota corporation (the "Redeveloper"). WITNESSETH, that WHEREAS, 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 improvements upon the Property (the " Element"); and WHEREAS, the Authority and Redeveloper desire to establish a minimum market value for the Property and the Element constructed thereon, pursuant to Minnesota Statutes, Section 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 Element and have inspected such improvements; NOW, THEREFORE, the parties to this Agreement, 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 the Property described in Exhibit A, together with the Element thereon, for ad valorem tax purposes, shall be $ as of January 2, 19_ notwithstanding the progress of construction of such Element by such date. 2. The minimum market value herein established shall be of no further force and effect and this Agreement shall terminate on the earlier of the following: (a) The date of receipt by the Authority of the final payment from Hennepin County of Tax Increments from TIF District No. ; (b) The date when the Note, as defined in the Redevelopment Contract has been fully paid or defeased in accordance with their terms. The event referred to in Sections 2(b) of this Agreement shall be evidenced by a certificate or affidavit executed by the Authority. JBD-151523 D-1 RC125-152 3. This Agreement shall be promptly recorded by the Authority. The Redeveloper • shall pay all costs of recording. 4. Neither .the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifying the terms of the Redevelopment Contract between the Authority and the Redeveloper. 5. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 6. 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 Agreement. 7. 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. 8. 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 the Element, 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. 9. Except as provided in Section 8 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, 10. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 11. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 7BD-151523 D-2 RCI25-152 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA STATE OF MINNESOTA ) SS. COUNTY OF HENNEPIN ) By: By: Its Chairperson Its Executive Director On this day of , 1999, before me, a notary public within and for Hennepin County, personally appeared and to me personally known who by me duly sworn, did say that they are the. Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Richfield (the "Authority") named in the foregoing instrument; that the seal affixed. to said instrument is the seal of said Authority; that said instrument was signed and sealed on behalf of said Authority pursuant to a resolution of its governing body; and said and acknowledged said instrument to be the free act and deed of said Authority. Notary Public • 1BD-151523 D-3 RC125-152 • CSM INVESTORS, INC. By: _ Its: STATE OF MINNESOTA ) SS. COUNTY OF RAMSEY ) On this day of , 19_, before me, a notary public within and for Ramsey County, personally appeared ,the Vice President of CSM INVESTORS, INC., a Minnesota corporation and acknowledged the foregoing instrument on behalf of the corporation. ]BD-15!523 D-4 RC125-152 Notary Public CERTIFICATION 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. County Assessor for the County of Hennepin STATE OF MINNESOTA ) SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _ day of 19_ by ,the County Assessor of the County of Hennepin. Notary Public • JBD-(51523 D-5 RC125-152 EXHIBIT A of ASSESSMENT AGREEMENT Legal Description of Property • • JBD-151523 D-6 RC 125-152 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 THE CITY OF RICHFIELD, MINNESOTA, a public body corporate and politic ("HRA"), whose address is 6700 Portland Ave. South, Richfield,Minnesota 55423. RECITALS A. CSM Properties, Inc., 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 amount 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 1999, 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 assignment of leases and rents (the "Assignment") made by Developer dated , 1999, filed , 1999, as Hennepin County Recorder/Registrar of Titles Doc. No. encumbering the Property. The Note, the Mortgage, the Assignment, and all other documents and instruments 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 Development (the "Contract") by and between Developer and HRA dated ,1999; (ii) a certain Assessment Agreement dated 1999, filed 1999, as Hennepin County Recorder Doc. No. encumbering the Property (the "Assessment Agreement"); and (iii) a certain Limited Revenue Tax Increment Note in the original principal amount of $ (the "TIF Note"). (iv) A restriction contained in the deed of conveyance from the HRA to JBD-154193 RC 125-153 E' 1 Developer as described in Section 3.3(c) of the Contract (the "Deed"). 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. Consent. The HRA acknowledges that the Lender is making the Loan to the Developer and consents to the same. The HRA also consents 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 1 are subject to the provisions of Paragraph 2 below. 2. Subordination. The HRA hereby agrees that the rights of the HRA with respect to [THE RELEVANT ELEMENT] 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 requirement contained in the Contract or the Deed that the Property be used in accordance with the provisions of Section 3.3(c) of the Contract, or as subordinating the Assessment Agreement or the HRA'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 HRA. Lender agrees to use commercially reasonable efforts to notify HRA of the occurrence of any Event of Default given to Developer under the Loan Documents, 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 Agreement shall. alter, 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 Contract. 5. No Assumption. The HRA acknowledges that the Lender is not a party to the Contract and by executing. this Agreement does not become a party to the Contract, 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 HRA except as expressly provided herein. 6. Notice 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, agreement 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 JBD-154193 RC125-153 E'2 through the Lender of a foreclosure of the Mortgage. 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 Agreement 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, beazing adequate postage, or delivery by reputable private carrier and addresses as set forth above. 11. Transfer of Title to Lender. The HRA 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 thereof, the Lender, transferee, or purchaser shall not be bound by the terms and conditions of the Contract with respect to [THE RELEVANT ELEMENT] except as expressly herein provided. Further the HRA 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 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 with respect to [THE RELEVANT ELEMENT] provided that no condition of default exists and remains uncured beyond applicable cure periods in the obligations of the Developer under the Contract with respect to [THE RELEVANT ELEMENT]. 12. Estoppel. The HRA 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 HRA 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 Contract, the Deed, the Assessment Agreement, or any TIF Note issued under the Contract which in any way affects the Property without the Lender's written consent. IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the day and year first written above. JBD-154193 RC125-153 E-3 ~r THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD, MINNESOTA sy Its • • Approved as to form: STATE OF MINNESOTA ) COUNTY,OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 19_, by ,the of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, a public body corporate and politic under Minnesota law, on behalf of such public body. JBD- (54193 RC125-153 Notary Public E-4 HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No.6 Agenda January 19, 1999 Issue Statement: This report provides information on the planning. progress in the Penn and Sixty-Sixth Street (PASSS) area. Background: In May 1998, the HRA and City of Richfield entered into an agreement with the Ryan Companies to do a redevelopment feasibility study in .the Penn and Sixty-Sixth Street study area. This area generally includesland one to one and one-half blocks deep along Penn Avenue from 62nd Street to 68th Street. The last several months have been spent developing a planning process for the area and getting it started. Open houses were held in November to inform .the public about the study and the study area. These meetings were well attended by representatives of the business community and surrounding homeowners. After the open houses., the Planning Commission Community Advisory Team was formed to .provide input to Ryan on the planning issues related to this area. The Planning Commission Community Review Team consists of the nine Planning Commission members and nine persons representing business and residential interests in the study area. The team held its first meeting on Saturday, January 16 at the Community Center. This half-day session identified opportunities in the area, drawbacks, ways to deal with area drawbacks, strengths and weaknesses. The future steps in the planning process include another meeting of the Planning Commission Community Review Team in February. Ryan and their planning consultant, RLK Associates, will then begin preparing the alternatives and options for redevelopment in the project area. They are expected to have a product for review by May. Public review will occur during the summer and early fall so that the HRA and City Council can consider the report this fall. The first implementation steps could occur in the spring of 2000. Kent Carlson of the Ryan Companies will be in attendance at the meeting as will staff. Recommended Motion: No motion is recommended. This report is presented for discussion purposes only. Basis of Recommendation: There is no action requested in this letter. Alternative Recommendation: None. DiscussionlDecision Mode: The report is intended to update the commissioners on the planning progress in the PASSS area. Respectf Ily submitted, • James , .Prosser Executive Director JDP:ds • HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 5 Agenda January 19, 1999 Issue Statement: Adoption of a resolution authorizing the purchase of 7315 Thomas Avenue under the Richfield .Rediscovered Program. Background: The property at 7315. Thomas Avenue is available for sale from the U.S. Department of Housing and Urban Development (HUD}. The property has been categorized as "uninsurable" by HUD due to its red-tagged furnace and its need for a new roof. Uninsured properties are offered to local units of government first, unlike most HUD properties, which are put on the market for owner-occupant buyers first. The house has a long list of correction orders to meet minimum code requirements, including new furnace and water heater, replacement of transite flue, roof replacement, repair of water damage in every room of the single story house, gutting of bathroom due to water damaged#loor and walls, and deterioration or malfunction of toilet, sink and shower. Windows throughout are missing screens, storm windows or panes, and some do not open or stay open. The. foundation is cracked and leaking, and .proper grading has not been maintained. Many electrical and plumbing violations exist. Besides its current condition, the property has been somewhat of a problem historically. The house was used as rental property. The landlord repeatedly did not comply with orders for repair and correction. Neighbors often called regarding long weeds, garbage, and. excessive numbers of cats in the house. Complaint records go back to 1991. HUD's appraiser has optimistically estimated that the property is worth $89,000. HUD has dropped the price to $85,000 due to the roof and furnace problems. Another ten percent deduction allowed the HRA for being a unit of government brings the price down to $76,500. This price is, at a minimum, $7,500 higher than other properties purchased under the Richfield Rediscovered Program. Purchasing the property now would ensure HRA control. The property would be torn down to make way for a new single family construction. Given the high price, the other course of action would be to decline the property, and allow HUD to attempt to sell it on the market. There is potential that it would be sold but control of the outcome by the City would be limited. In the event that HUD is unable to sell it, it would be offered again to the HRA, and conceivably at a lower price. However, it is not known how long HUD may keep the vacant property on the market to secure sale before it would be offered to the HRA. Recommerfded Motion: Adopt the resolution authorizing: 1. The purchase of the property at :7315 Thomas Avenue for $76,500. 2. The Executive Director and HRA Chairperson to execute a purchase agreement and other documents to effectuate the purchase. Basis of Recommendation: 1. The property meets program requirements for acquisition 2. Funding for the acquisition is available. 3. The owner, HUD, has voluntarily indicated an interest in selling the property to the H RA. 4. Purchase is based. on an appraisal, and a ten percent reduction of that value. 5. The HRA's .purchase would assure a beneficial outcome for the. neighborhood. Alternative Recommendation: Do not authorize acquisition at this time, but seek to purchase in the event .HUD cannot sell property on the market. Discussion/Decision Mode: HUD is prepared to put the property on the market and is pressing for a response. Respectfully submitted, Jame D. Prosser Executive Director JDP:ds • HRA RESOLUTION NO. RESOLUTION AUTHORIZING PURCHASE OF REAL PROPERTY LOCATED AT 7315 THOMAS AVENUE FOR THE RICHFIELD REDISCOVERED PROGRAM WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (HRA) desires to purchase certain real property pursuant to and in furtherance of the Richfield Rediscovered Redevelopment Project (Project) heretofore adopted by the City of Richfield (City) and the HRA, said real property being described as follows: 7315 Thomas Avenue: Lot 14, Block 4, Penn Lake Terrace First Addition; and WHEREAS, the HRA is authorized by Minnesota Statutes Section 469.012 to acquire real property within its area of operation; and WHEREAS, the property meets .all program requirements for acquisition; and WHEREAS, the. purchase price is based on an appraisal and. a ten percent reduction in the value; and WHEREAS, funds have been budgeted by the HRA and are available for acquisition.. NOW, THEREFORE,. BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota. 1. The purchase price of 7513 Thomas Avenue is approved at $76,500. 2. That the Chairperson and Executive Director are authorized to execute a purchase agreement and other documents to effectuate purchase for the amount set forth in this resolution. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 19th day of January, 1999. Thomas E. Harms, Chair ATTEST: Michael Sandahl, Secretary HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 4 Agenda January 19, 1999 Issue Statement: Consideration of a proposal to continue the Community Apartment Program (CAP) for 1999. Background: In January 1998 the HRA approved a contract with Julianne Manship to administer the. CAP program through January 1999. Attached for your review are the accomplishments for 1998 and proposed strategies for 1999. The 1998 accomplishments are listed under four strategies: 1. "Help apartment and non-apartment residents recognize the rich diversity that each has to offer to the community." 2. "Initiate programs that establish a sense of community...." 3. "Assist owners/manager and apartment residents in creating partnerships..." 4. "Assist owners/managers in utilizing the best management practices..." The five strategies for 1999 include: 1. "... employ a collaborative approach to community building..." 2. "... provide community based programs/services to develop rental resident involvement..." 3. "...enhance owner/manager involvement ... in the Richfield Apartment Mangers Association (RAMA) and CAP events including crime free multi-housing..." 4. "...provide information about CAP initiatives..." 5. "...propose measurable factors for evaluating progress to the objective of encouraging a strong, stable and vital apartment community..." Avery significant accomplishment of 1998 has been the establishment of the staff livable communities team which has focused on problem properties and resulted in five buildings with a history of non-compliance being brought into 100% compliance. Julianne Manship will be in attendance at the HRA meeting to discuss the accomplishments of 1998 and the strategies for 1999. The City is very fortunate to have in place two complimentary HRA programs which focus on the apartment community; CAP and the apartment rehabilitation program (the rehabilitation program is funded on a pilot basis by a grant from the Metropolitan Council). • Recommended Motion: Approve the execution of a contract with Julianne Manship for the Community Apartment Program. beginning February 1, 1999 for 12 months. Basis of Recommendation: 1. CAP is a successful program, which focuses on approximately one-third of the housing supply in the community. 2. Funds are available in the 1999 approved HRA budget. Alternative Recommendation: 1. Delay approval 2. End the program. 3. Direct staff to find another consultant. Discussion/Decision Mode: The current contract expires January 30, 1999. Respectf submitted, Ja a .Prosser Ex cut' a Director JDP:cak • Community .Apartment Program Common-unity Consulting; Julianne Manship January 8, 1999 Bruce Palmborg 6700 Portland Ave. S. Richfield, MN 55423 Dear Mr. Palmborg, I am pleased to enclose an overview of my 1998 CAP accomplishments as well as the 1999 strategies, tactics and measures for results. In this past year several long-term RAMA board members have retired. I have replaced them with individuals eager to see success and willing to volunteer their efforts toward making RAMA their own professional support organization. In addition the semi monthly RAMA Coalition Events I conducted have brought over one dozen new owners and managers to the meetings. The RAMA Reporter was published four times in 1998. Rave reviews have. been exclaimed! The format as well as the content are hitting the mark and pleasing the readership. The mailing list includes every property owner and manager in Richfield and numbers about 500. Bringing the most success to CAP this year has been the new Livable Communities Team Project. I developed and facilitated this group of staff members from the enforcement areas of Health, Housing and Fire Inspections, Section Eight, and Crime Prevention. They have teamed up to examine where ongoing code violations exist. Then beginning with the top three offenders, we focused on bringing them. into compliance once and. for all. Working with the newest ordinance amendment (which invites the property owner to court. when noncompliance exists), the LC Team has 100% compliance thus far. This includes properties that have continued to be a problem for over ten years! In an effort to personalize who and what CAP is really about, I started a Property Visits program in October, 1998. During -the visits, I gave a packet of information about all the CAP "umbrella" programs. These are: RAMA, Crime Free Multi-Housing (CFMH), Apartment Remodeling program, Livable Communities Team, the new 3L grant, FamiLink and YouthNet. At this time I also collected information about their building, residents and needs that provided insights into problems, issues and activities for the future. Clearly, you and I have recognized the importance of CAP as a driving force in collaboration with other city and community services. Overall, my work this year has positioned CAP to continue in that leadership role. In 1999 we will go on to learn where there are needs to be met and how CAP can indeed become the umbrella agent for insuring our goal "to encourage strong, stable, vital apartment communities. " Sincerely yours, .!"1 Ju9ianne Manship Community Apartment Program Common-unity Consulting; Julianne Manship • Overview of 1998 CAP Accomplishments Overarching CAP objective of the 1998 plan was to build an inclusive sense of community in the City of Richfield. Four approach strategies were agreed upon to support that CAP objective. Tactics (actions) and accomplishments for each are listed below. Approach Strategy 1. Help apartment and non-apartment residents recognize the rich diversity that each has to offer to community life. Communications: Initiated an interview on the CAP program and our objectives with the Richfield Sun-Current Wrote 4 articles for Your City newsletter with stories on the positives, similarities and successes within the rental community. Wrote and .published 4 RAMA Reporter newsletters. Approach Strategy 2. Initiating programs that establish a "sense of community" within apartment communities and links apartment communities to the single-family home community Tenant services: Evidence suggests that if owners begin providing Tenant Services for their residents they create a property that is more attractive to residents. It also fosters a setting where apartment owners are generating services, with the potential to reduce dependency on outside agencies like HRA. Discovered and initiated research into securing a grant opportunity that has the potential to bring up to $600,000 annually to the Richfield community to stimulate Richfield Apartment Owners to develop tenant services. • Discovered through my membership and activities in the Minnesota League of Cities. • Researched MHFA eligibility requirements for Richfield Apartment owners. • Identified one Richfield property that qualifies for phase I funding. • Interviews were conducted with the target property's manager and resident council. • Interviews were conducted with grant writers and other consultants to municipalities to establish best strategies for Richfield property owners to successfully apply and obtain a grant of this nature. • Created and conducted written survey of target property's manager and residents establishing need/desire for tenant services. $1 Developed a business case to the target property's parent corporation to persuade their financial commitment to the program. YouthNet: Established and clarified goals of YouthNet for linking apartment managers to YouthNet programs. Identified the apartments with high youth populations as pilot sites for introducing new YouthNet activities and partnership with managers. • Resident Councils: Initiated relationship with chair of the Resident Council at Hampton Place to establish it as a working model for my developmental facilitation of other resident councils in the city in 1999. Established coordinating relationship with Interfaith Action in support of mutual plans to guide resident councils. RAMA Coalition events: Created 6 networking events for RAMA apartment owners/managers that fostered relationship building and mutual problem solving within the owner/manager community. Coordinated city staff participation in RAMA events that fostered open communication, networking and orientation of owner/managers to staff services. Community Communications: Uncovered breakdowns in mail-communication processes between stakeholders and apartment dwellers that had been contributing to low participation in citywide events. Established cadre of volunteers who will take responsibility for hand-delivery of flyers and other communications that previously often went undistributed. Property Visits: Established a property visits program (5 visits in 1998) that presents the CAP programs and enables open cross-communication about staff expectations and needs, establishes warmer working relationships and short-circuits potential conflicts and tension between city staff and apartment owners. Approach Strategy 3. Assist Owners/mangers and apartment residents in creating a partnership to build a safe, vital apartment community. Crime Free Multi-Housing Facilitated 12 monthly CFMH task force meetings that provided insights to best practices for strengthening the Richfield program. Assisted crime prevention unit in several compliance or problem solving meetings with apartment owner/managers to foster faster resolution and head-off future problems. Crime Free Multi-Housing Coalition Leaders Forum: As Minnesota state coordinator of CFMH I linked RAMA to their statewide counterparts for sharing frustrations, challenges and solutions for strengthening our local coalition. Property Visits: Served as a conduit for communication on specific challenges between city departments and apartment owners/managers. Approach Strategy 4. Assist owners/managers in utilizing the best management practices available. RAMA Reporter: Published 4 editions of the RAMA Reporter newsletter that reports on the whole spectrum of owner/manager issues. Format and content has been acknowledge by readers as being more informative and useful than in previous years, thereby increasing readership. Mentors: Established over a dozen mentor relationships that linked the wisdom and experiences of managers of large properties with managers of smaller properties seeking assistance. RAMA Coalition Events: Scheduled noted experts to speak and train on management topics; including tax implications of the 4(d) program, fair housing policies, and section 8. Livable Communities Team: Established and chaired this team (staff members from the enforcement areas of Health, Housing Inspections, Fire Inspections, Section Eight, and Crime Prevention). In 1998 pursued S long standing code violators (some for as many as 10 years) who are now 100% in compliance. For the first time in years, staff find they can productively address and move beyond the frustrations of these consistent violators. • Community Apartment Program Common-unity Consulting; Julianne Manship • Richfield CAP 1999 Strategies, Tactics and Measures Overall Goal: To encourage strong, stable, and vital apartment communities. Strategy 1: To employ a collaborative approach to community building that both involves community members and uses effective communication in order to prevent problems and improve quality of life issues. Tactics: (1)-Significantly increase the level of community collaboration. (2)-Decrease the level of Housing code violations/noncompliance to the lowest in 10+ years. (3)-Significantly increase the level of working relationships between apartment communities and CAP collaborators. Results Measures: (1)-Number of community service providers actively involved will increase by 50% from 1998. (2)-100% of City enforcement departments will be working as Livable Communities Team. (2)-100% of properties identified by Livable Communities team will be in compliance with housing codes or will be given formal notice of court proceedings. (3)-Number of rental residents and owners/managers involved in CAP projects will increase as outlined in the following strategies. Strategy 2: To provide appropriate community-based programs/services to develop resident involvement and community-building skills. Tactics: (1)-Significantly increase the number of rental residents involved with community based programs/services. (2)-Residents will have a direct voice in determining what will be the collaborative initiatives. (3)-Continue steps toward development of tenant services. (4)-Replicate the Hampton Place residence counsel model to other properties. Results Measures: (1)-Number of residents participating in YouthNet activities will i:r~;rease by 20% over 1998. (2)-Four collaborative activities will be offered to rental residents in 1999. (3)-Establiskviability status of MHFA grant opportunity, and establish at least one model tenant services program. (4)-Number of rental residents reporting involvement with a resident council will increase by 50% over 1998. Strategy 3: To enhance Owner/Manager involvement and satisfaction in CAP by ensuring that they have. the opportunity to actively participate in 1ZAMA and CAP events, including Crime Free Multi-Housing. Tactics: (1)-Owner/managers are invited to suggest components of CAP events. (2)-Owner/managers will be notified. of all opportunities and services. (3)-Invite owner/managers to participate in CAP sponsored educational events. (4)-Encourage owner/managers to complete certification in Crime Free Multi-Housing program. Results Measures (1)-Number of owner/managers participating on RAMA executive board committees and other decision making processes will increase by 40% over 1998. (2)-100% of owner/managers will be notified of RAMA Coalition events. (3)- Number of owner/managers attending RAMA and CAP events will increase by 20% over 1998. (4)-Number of owner managers. to complete Crime Free Multi Housing (Gold) certification for their properties will increase by 20% over 1998. Strategy 4: To provide information .about all CAP initiatives to owner/managers, residents, collaboration partners, staff, and other stakeholders. Tactics: (1)-Provide accurate, comprehensive and timely information through newsletters, flyers, visits, meetings, presentations. Results Measures: (1)-Six RAMA Reporters will be published in 1999. (1)-An average of five visits/month will be made to owner/managers. (1)-Six resident presentations will be given in 1999. (1)-Twelve communication distribution contracts will be made in 1999. Strategy 5: To research and propose a set of measurable factors that would constitute a year to year snapshot for evaluating progress to the objective of "encouraging a strong, stable, vital apartment community." Tactics: (1)-Contact research companies for potential survey/benchmarking services. (2)-Include other stakeholders in collaborative exploration & consensus on what variables would be measured. Results Measures: (1)-Contact at least 2 research companies and secure draft proposals. (2)-Conduct interviews with stakeholders, deliver report summarizing findings and options • PROFESSIONAL SERVICE AGREEMENT COMMUNITY APARTMENT PROGRAM • THIS AGREEMENT made and entered into by and between the Housing and Redevelopment Authority in and for the City of Richfield, STATE OF MINNESOTA, hereinafter referred to as the HRA, and Julianne Manship Consulting, hereinafter referred to as JMC. WITNESSETH: WHEREAS, the HRA wishes to purchase the services of JMC; and WHEREAS, there are funds available for the purchase of these services. NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the HRA and JMC agree as follows: 1. TERMS AND COST OF THE AGREEMENT JMC agrees to furnish services to the HRA to pursue those outcomes (objectives) within the identified time period as indicated on the attached "Exhibit A" dated January 19, 1999. The total cost of this Agreement shall not exceed $50,000 plus prior approved expenses. All reports, memos, and other data produced by JMC become the property of the-HRA. 2. PAYMENT FOR SERVICES Invoices for services performed, and expenses incurred, by JMC may be submitted monthly. Payment for services and expenses, shall be made directly to JMC by check. Invoices shall be of sufficient detail for the HRA to determine the activity and personnel for which payment is being made. Payment shall be made within 30 days of receipt of an invoice by the HRA. 3. INDEPENDENT CONTRACTOR JMC shall select the means, method, and manner of performing the services herein in consultation with the HRA. Nothing is intended or should be construed in any manner as creating or establishing the relationship of copartners between JMC and the HRA or as constituting JMC as the agent, representative, or employee of the HRA for any purpose or in any manner whatsoever. JMC is to be and shall remain an independent contractor with respect to all services performed under this Agreement. JMC represents that it has or will secure at its own expense all personnel required in performing services under this Agreement. Any and all personnel of JMC or other persons while engaged in the performance of any work or services required by this Agreement shall have no contractual relationship with the HRA, and shall not be considered employees of the HRA. Any and all claims that may or might arise under the Unemployment Compensation Act or the Worker's Compensation Act of the State of Minnesota on behalf of said personnel, arising out of employment or alleged employment, including, without limitation, claims of discrimination against JMC, its officers, agents, contractors, or employees shall in no way be the responsibility of the HRA. JMC shall defend, indemnify, and hold the HRA, its officers, agents, and employees harmless from any and all such claims. irrespective of any determination of any pertinent tribunal, agency, board,. commission, or court. Such personnel or other persons shall neither require nor be entitled to any compensation, rights, or benefits. of any kind whatsoever from. the HRA, including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Worker's Compensation, Unemployment Insurance, disability, severance pay,-and PERA. 4. NONDISCRIMINATION The -HRA operates in accordance with the City of Richfield's .policies against discrimination. No person shall be excluded from or denied the benefits of any service performed or contemplated under the terms of this Agreement on the grounds of race, color, creed, religion, age, sex, disability, marital status, public assistance status, ex-offender status, or national origin; and no person who is protected by applicable Federal or State laws against discrimination shall be otherwise subjected to discrimination. JMC shall (1) furnish all information and reports which may be required by the City's Affirmative Action Policy, and (2) it shall:. comply with the City's .Equal Employment Opportunity/Affirmative Action Policies with regard to employment and contracting. 5. INDEMNITY AND INSURANCE JMC agrees to defend, indemnify, and hold the HRA, its officers, and employees harmless from any liability claims, damages, costs, judgments, or expenses, including reasonable attorney fees, resulting directly or indirectly from an act or omission (including without limitation professional errors or omissions) of JMC, its agents, employees, or assignees in performance of the services provided by this contract, and against all loss by reason of the failure of JMC to fully perform in any respect, all obligations under this contract. 6. DATA PRIVACY JMC agrees to abide by all applicable State and Federal laws and regulations concerning the handling and disclosure of private and confidential information concerning individuals and/or data including but not limited to information made non-public by such laws or regulations. 7. RECORDS -AVAILABILITY JMC agrees that the HRA, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of JMC and involve transactions relating to this Agreement. Records shall be retained for three years from date of final payment with respect to the project. 8. NON-ASSIGNMENT • JMC shall not assign, subcontract, transfer, or pledge this contract and/or the services to be performed hereunder, whether in whole or in part; without the prior written consent of the HRA. 9. MERGER AND MODIFICATION a) It is understood and agreed that the entire Agreement between the parties is contained herein and that Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreemenfiare incorporated or attached and are deemed to be part of this Agreement. b) Any material alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an .amendment to this Agreement signed by the parties hereto. 10. DEFAULT AND CANCELLATION a) If JMC fails to perform any of the provisions of this Agreement or so fails to administer the work as to endanger the performance of the Agreement, this shall constitute a default. Unless the default is excused, the HRA, may upon written notice, immediately cancel the Agreement in its entirety. b) The HRA's failure to insist upon strict performance of any provision or to exercise any rights under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. c) This Agreement may be canceled without cause by either party upon twenty (20) days written notice. 11. CONTRACT ADMINISTRATION In order to coordinate the services of JMC with the activities of the HRA so as to accomplish the purpose of this contract, Bruce Palmborg shall manage this contract on behalf of the HRA and serve as liaison between the HRA and JMC. In addition, from time to time, meetings shall be held between JMC and the Community Apartment Program Team. JMC may also report directly to the HRA Board of Commissioners. 12. NOTICES Any notice or demand which must be given or made by a party hereto under the terms of this Agreement shall be in writing. Notices shall be sent as follows: J To the HRA; Bruce Palmborg Community Development Director City Hall 6700 Portland Avenue South Richfield, MN 55423 To JMC; Julianne Manship Julianne Manship Consulting 2329 Legion Avenue Lake Elmo, MN 55042 JMC having signed this contract, and the HRA having duly approved this contract on January 19, 1999, and pursuant to such approval and the proper HRA officials having signed this contract, the parties hereto agree to be bound by the provisions herein set forth beginning February 1, 1999 for a period of twelve months or until terminated as provided above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD STATE OF MINNESOTA By: By. Executive Director Chairperson JULIANNE MANSHIP CONSULTING By: Its Attest Attest Attest • L-111t11.RP1P~1V 1 t1 PAGE 1 OF 3 January 10, 1999 TO: Bruce Palmborg, Community Development Director; City of Richfield RE: Proposed approach and engagement agreements for the management and operation of Richfield's Community Apartment Program Our Mutual Objective To build an inclusive sense of community in the City of Richfield. Overview of the Approach The City of Richfield. has initiated this engagement in order to foster changes in attitudes, perceptions and day-to-day working relationships between the communities of apartment and single family residents. Surrounding these communities are a complex mix of individuals with a stake in this outcome. Meaningful change over time requires developing clarity and a personal sense of ownership of those who are stakeholders in any objective. As in independent contractor in support of this objective, I will be making contact with a broad cross-section of the. community. The Stakeholders' will be invited to participate in a movement toward building a sense of community. The plan or "road map" to that outcome will be developed by those who participate in the collaboration. My role will be to bring about the facilitation and development of this plan. And, to provide leadership; encouraging an interactive communication link which can. guide the participants to the goal of the CAP team ("...encourage strong, stable, vital apartment communities") At the same time stakeholders' self-interests may reveal additional objectives, which will be included as goals in their "community vision." Approach methods to support the CAP objectives 1. To help apartment and non-apartment residents recognize the rich diversity that each has to offer to community life. Methods: • ..Fostering a focus on the positive; highlighting similarities, celebrating successes, inviting cross-participation. 'Identifiable stakeholder groups include: City staff, city council members, HRA staff, school board members, businesses, single family home owners, rental property owner/managers and residents, members of the faith communities, civic groups, social service agencies. Common-unity Consulting, Julianne Manship 2329 Legion Avenue, Lake Elmo, MN 55042 (651) 777-8331 Al 1HGtll`1r.1V l A PAGE 2 OF 3 2. To initiate a program that establishes a "sense of community" within apartment communities and links apartment communities to the single-family home community. Methods: Invite stakeholders to submit their program ideas through facilitated meetings. The structure of the program is built from group participation. Success is recognized as not just the work of one group, one person; everyone has a part. Specific activities: • Discovering, recruiting interested stakeholders through • interviews, focus groups, media. Etc. • The City of Richfield is positioned in this as the generator of the invitation and offers support as a partner to the stakeholders. • Develop stronger links between stakeholders. • Establishing media contacts to publicize the. invitation to participate. • Listening, encouraging and affirming the community building process of the stakeholders. 3. To assist owners/managers and apartment residents in creating a partnership to build a safe, vital apartment community. Method: To work in close cooperation with the police department and crime prevention specialists to: • Assess how the Crime Free Muli-Housing program is advancing. • Make recommendations with staff regarding any changes. Encourage other partnerships within rental properties (e.g.; family night, social events, resident councils, etc.) 4. To assist owners and managers in utilizing the best management practices available. Method: Work with RAMA; establishing their needs. • Invite success stories among RAMA and other city coalitions. • Encourage leadership and independence among RAMA members within the cooperative relationship with the City. Work with crime prevention staff; where do we see areas of possible improvement? • Affirm what is done well. Common-unity Consulting, Julianne Manship 2329 Legion Avenue, Lake Elmo, MN 55042 (651) 777-8331 H11Hl:riM~1Vl H PAGE 3 OF 3 Key assumptions regarding client responsibilities A successful contract expects a balance in responsibilities between the client [H12A] and the consultant. In support of that the client agrees: • The City staff and HRA will support the concept of a community vision. Such support may include: • Attendance at public meetings; e.g., focus groups, kickoff events, discussions, etc., when appropriate. • To Introduce and promote .the consultant to the Richfield city staff and other stakeholders, where necessary. • To foster a positive point of view, and assist. in dealing with any resistance which may arise in pursuit of this contract's objectives. • To form a review committee who will .attend regularly scheduled project review and status report meetings, chaired by the consultant. Materials provided far review will include any of: • Activities performed to date • Stakeholders involved • Comments from the community • Insights gained • Challenges or issues Any required City response Recommendations • Intended strategies, activities for the next reporting period • To allow the use of its facilities and supporting audiovisual equipment (when available). Time Line This contract has a duration of 12 months and will begin February 1, 1999; pending approval by HRA prior to January 31, 1999. Fee Consultant Fee: $50,000, invoiced and payable in equal monthly installments, due in 30 days. Expenses: At actual cost, with prior approval. • Common-unity Consulting, Julianne Manship 2329. Legion Avenue, Lake Elmo, MN .55042 (651) 777-8331 HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No.3 Agenda January 19, 1999 Issue Statement: Designation of official newspaper for 1999. Background: The Richfield Sun-Current, published by Minnesota Sun Publications, has been the City's and HRA's official newspaper for many years. Attached is a copy of a letter from Minnesota Sun Publications requesting that they be designated the official newspaper for the City of Richfield for 1999.. The 1999 legal advertising -rate structure for legal .notices is as follows: 1 Column width $14.30 per inch $ 7.15 per subsequent inch There are 11 lines per inch. The 1998 rate was $1.24 per line for first insertion and $.60 per line for subsequent insertions. Lionheart Newspapers, Inca purchased the Sun Newspapers in 1998 and indicate they will continue a strong commitment to community newspapers. Recommended Motion: Designate the Richfield Sun-Current as the official newspaper of the Richfield HRA for the year 1999. Basis of Recommendation: 1. The paper is delivered to nearly all residences in the City, thereby providing city-wide coverage of legal notices to residents. 2. The paper has served well as the official newspaper for many years. 3. The paper has expressed a desire to continue to provide this service. 4. The cost for legal publications is reasonable Alternative Recommendation: 1. Not make a designation and request the City Clerk's office to check into using another publication, such as the Minneapolis Star & Tribune, however, this would be much more costly. Discussion/Decision Mode: The HRA publishes legal notices on a frequent basis; therefore, this item has been placed on the January 19, 1999 HRA agenda so that a designation can be made for 1999. Respectfully submitted, i James D. osser Executive Director ~- JDP:cak SUN PuBUCa-norvs Sun•Current Sun•Past - .. Sun•Sailw December 18,.1998 Tom Ferber City of Richfield 6700 Portland Avenue South Richfield, MN 55423 Dear ivi ~ . ~t ber: ~ _ The Richfield Sun-Current would like to be considered for designation as the legal newspaper for the City of Richfield for the year 1999. Lionheart Newspapers, .Inc., new owners of Sun Newspapers, bring a wealth of experience as well as a strong commitment to community newspapers. The first and most obvious improve-. merit is the relocation of the corporate office to Eden Prairie (and the Bloomington news office to Glenroy Road) effective December 21st. We look forward to 1999 being an exciting year full of new opportunities. The rate• structure for legal effective January 1, 1999 will be: 1 column width $14.30 per inch for first insertion . $ .7.15 per inch for subsequent insertions There are 11 lines per inch. Notarized affidavits on each of your publications will be provided with no additional charge. The deadline for regular length notices is 2:00 pm the Thursday prior to publication; notices that are si < pages or more deadline an extra 24 hours in advance. If you require more infor- mation to make your decision, please contact myself or Meridel Hedblom, our Legal Representative, at 392-6880. Thank you for considering the Sun-Current as the official newspaper for the City of Richfield in 1999. We appreciate the opportunity to serve the needs of your community. Sincerely,,. :. , sr _ .... ,, .:, - .. ._ _. _ .. _. Frank Chilinski Publisher 7831 East Bush Lake Road • Bloomington, MN 55439 • (612} 896-4700 HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 2 Agenda January 19, 1999 ~. Issue Statement: Designation of Acting Executive Director of the HRA for 1999. Background: On January 4, 1999, the City Council appointed. the Director of Administrative Services to serve as the Acting City Manager in the absence of the City Manager. Since the City Manager also serves as the Executive Director of the HRA, it is recommended that the Administrative Services Director, Steven Devich, be designated by the HRA as the Acting Executive Director of the HRA to serve in that capacity during the absence of the Executive. Director. Recommended Motion: The HRA designate Steven L. Devich, Administrative Services Director, as the Acting Executive Director of the HRA for 1999. Basis of Recommendation: 1. Designation of an Acting Executive Director is a normal business action of the HRA similar to the designation of depositories and the official newspaper. 2. The Administrative Services Director has been designated as the Acting Executive Director in the past. 3. The Administrative Services Director serves as the Acting City Manager, filling other similar responsibilities for the City Manager in the Manager's absence. Alternative Recommendation: 1. Make no designation of Acting Executive Director. 2. Make the designation of Acting Executive Director to another individual or position. Discussion/Decision Mode: Designation of the Acting Executive Director is a matter that would normally be considered at the first business meeting of each year. Respectful) submitted, I James iProsser Executive Director JDP:cak HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 1 Agenda January 19, 1999 Issue. Statement: Election of officers for the Housing and Redevelopment Authority for 1999. Background: The bylaws of the Richfield Housing and Redevelopment Authority provide that the HRA hold an annual meeting in January of each year. The bylaws further provide that the Chair, Vice. Chair and Secretary of the HRA be elected at this meeting. Officers for the years 1997 and 1998 are as follows: 1997 Thomas Harms, Chair Joan Helmberger, Vice Chair Mike Sandahl, Secretary. 1998 Thomas Harms, Chair Joan Helmberger, Vice Chair Mike Sandahl, Secretary Recommended Motion: Elect officers for the HRA for 1999. Basis of Recommendation: The bylaws of the HRA require that such an election beheld at the annual meeting in January of each year. Alternative Recommendation: Do not. hold the election. However, this would be in contradiction to the. HRA bylaws. Discussion/Decision Mode: This item has been scheduled for the January 19, 1999 HRA meeting in accordance. with the HRA bylaws. Respectfully submitted., Jame '. Prosser Executive Director JDP:cak