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08-01-94 aqgendaCITY OF RICHFIELD MONDAY, AUGUST 1, 1994 SPECIAL HOUSING AND REDEVELOPMENT AUTHORITY MEETING HELD CONCURRENTLY WITH SPECIAL CITY COUNCIL MEETING 6:00 P.M. CITY HALL CALL TO ORDER ITEMS TO BE CONSIDERED BY HRA: 1. CONSIDERATION OF RESOLUTION APPROVING AMENDMENTS TO CONTRACT FOR PRIVATE REDEVELOPMENT WITH CSM CORPORATION HRA LETTER NO. 56 2. CONSIDERATION OF AUTHORIZATION OF ISSUANCE OF PHASE I LIMITED REVENUE NOTE AND PAYMENT OF REIMBURSEMENT PER CONTRACT TO CSM HRA LETTER NO. 57 3. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION AUTHORIZING SALE OF RICHFIELD REDISCOVERED PROPERTY AT 7412 AND 7416 FOURTH AVENUE TO MARLIN GRANT HOMES, INC. HRA LETTER N0. 58 ITEMS TO BE CONSIDERED BY CITY COUNCIL: 1. PUBLIC HEARING AND CONSIDERATION OF REQUEST FOR AMENDED PLANNED UNIT DEVELOPMENT/FINAL DEVELOPMENT PLAN AND CONDITIONAL USE PERMIT WITH RESPECT TO-PHASE I OF-CSM REDEVELOPMENT PROJECT COUNCIL LETTER N0. 212 2. CONSIDERATION OF APPROVAL OF AGREEMENT WITH CSM FOR USE OF EMERSON AVENUE FOR MOTOR VEHICLE PARKING COUNCIL LETTER NO. 213 3. PUBLIC HEARING AND CONSIDERATION OF RESOLUTION APPROVING SUBDIVISION WAIVER TO ALLOW RELOCATION OF EMERSON AVENUE CONGREGATIONAL CHURCH TO NORTHERLY PORTION OF CLOVERLEAF SITE COUNCIL LETTER N0. 214 ADJOURNMENT t REGULAR CITY COUNCIL STUDY SESSION 7:00 P.M. COUNCIL CHAMBERS AGENDA CALL TO ORDER I. 7:00-7:45 P.M. II. 7:45-8:00 P.M. III. 8:00-8:30 P.M. IV. 8:30-9:00 P.M. 9:00 P.M. REVIEW OF RESULTS OF 76TH STREET WEST OF I-35W STUDY STUDY SESSION LETTER NO. 23 DISCUSSION OF I-35W AND I-494 TRAFFIC CORRIDOR STUDIES AND RELATED ITEMS STUDY SESSION LETTER N0. 24 DISCUSSION OF RESIDENTIAL AND COMMERCIAL KENNEL LICENSING PROCESS CURRENTLY USED BY CITY STUDY SESSION LETTER NO. 25 DISCUSSION OF POLICY AND. STRATEGY RECOMMENDATIONS FOR AIRPORT RELATED ISSUES STUDY SESSION LETTER N0. 26 ADJOURNMENT • AUXILIARY AIDS FOR INDIVIDUALS WITH DISABILITIES ARE AVAILABLE UPON REQUEST. REQUESTS MUST BE MADE AT i~EAST 96 HOURS IN ADVANCE TO THE ADMINISTRATIVE SERVICES DIRECTOR AT 861-9702. HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 58 Agenda August 1, 1994 Issue Statement: Public hearing and consideration of resolution authorizing the sale of Richfield Rediscovered property at 7412 and 7416 Fourth Avenue to Marlin Grant Homes, Inc. Bac, k~round: In December 1993, the HRA authorized the acquisition of the 100 foot wide property at 7416 Fourth Avenue under the Richfield Rediscovered Program. The City Council approved a subdivision waiver on June 27, 1994 to allow the site to be split into two 50 foot single-family residential lots, 7412 and 7416 Fourth Avenue. The HRA purchased the entire property on July 20, 1994. Marlin Grant Homes, Inc. of Bloomington has secured a purchase agreement for 7412 Fourth (the north lot), and a development agreement-has been prepared. The sale price of 7412 Fourth will be $27,000. The new home will be valued at approximately $120,000. The other property, 7416 Fourth, is also being sold at this time for 529,000 to Mr. Grant in accordance with a development agreement. A buyer is being sought for a home valued in the 5120,000- 5130,000 range. Both HRD and Marlin Grant are marketing this property to households affected by the MAC buyout. The seller of the double lot and the buyer of the vacant lot at 7412 Fourth is the Bennink family. The Bennink's presently reside in the substandard home at 7416 Fourth. They will remain there until the home at 7412 Fourth is completed. The substandard structure will then be removed to make way for the second new home. Mr. Grant is responsible for the clearance and is given a credit on the purchase price of the second lot. Staff has secured bids to use as a guide for determining the credit. A credit on the purchase price of 7412 Fourth will be provided to cover the cost of providing sewer and water service to this previously undeveloped and unserviced property. The development agreement form remains essentially unchanged from those previously used for all Richfield Rediscovered projects. Each agreement requires Marlin Grant Homes, Inc. to: • pay for the site at the stated lot value minus the demolition or utility service credits, if any, upon completion of the home; • provide financial security during the construction period with a letter of credit, or similar security, that has a value of $27,000 (for 7412) and $29,000 (for 7416). The security amount is the difference between the lot price and the total HRA investment in the property or the lot price, whichever is greater; • complete 7412 Fourth and pay for the lot by November 30, 1994. The development of 7416 Fourth must be completed by June 30, 1995. Marlin Grant Homes, Inc. has already completed several Richfield Rediscovered homes. The projects have been promptly developed, buyers have been pleased with the product, and all of the HRA's financial requirements have been met. Recommended Motion: Following the public hearing, adopt the attached resolution which authorizes the Chair and Executive Director to execute .all appropriate documents to sell 7412 and 7416 Fourth Avenue to Marlin Grant Homes, Inc. for the development of two new, single- family homes. Basis of Recommendation: 1. A check of references indicates Marlin Grant Homes, Inc. is an experienced, capable, financially secure builder. 2. The HRA has acquired the lot at 7416 Fourth Avenue for the Richfield Rediscovered program. 3. The City Council has approved a subdivision waiver of the 100 foot site, allowing two 50 foot lots to be formed with the addresses of 7412 and 7416 Fourth Avenue. 4. A development agreement has been negotiated for each lot and is in conformance with program guidelines. 5. Notice of public hearing was published in the Sun-Current. _ 6. To develop 7412 and then 7416 Fourth, Mr. Grant needs to own both sites, even though the second buyer has not been identified yet. Alternative Recommendation: Do not proceed with the development agreement with Marlin Grant Homes, Inc. and direct staff to find another buyer. DiscussionJDecision_ _Mode All appropriate zoning ordinance requirements have been met to allow the sale. Closing is anticipated to occur in early August with construction starting shortly thereafter. Because of City Council concern about housing design and lot coverage, a neighborhood meeting will be arranged for 7416 Fourth to discuss the house plans once a buyer is identified. Respectfully submitted, James D Prosser Execu 've Director JDP:cak HRA RESOLUTION N0. RESOLUTION AUTHORIZING THE SALE OF REAL PROPERTY LOCATED AT 7412 AND 7416 FOURTH AVENUE TO MARLIN GRANT HOMES, INC., IN ACCORDANCE WITH A DEVELOPMENT AGREEMENT WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (HRA) desires to develop certain real property pursuant to and in furtherance of the Richfield Rediscovered Program Redevelopment Project (Project) heretofore adopted by the City of Richfield (City) and the HRA said real property being described on the attached; WHEREAS, the HRA is authorized to sell real property within its area of operation after public hearing; and WHEREAS, a developer, Marlin Grant Homes, Inc. of Bloomington has been identified as the purchaser of the described properties, in accordance with development agreements; and. WHEREAS, the public hearing has been held after proper public notice. _ NOW, THEREFORE, BE IT RESOLVED by the Richfield Housing and Redevelopment Authority: 1. A public hearing has been held and 7412 and 7416 Fourth Avenue are authorized to be sold to Marlin Grant Homes, Inc. in accordance with development agreements with the HRA. 2. The purchase price for 7412 Fourth is 527,000. 3. The purchase price for 7416 Fourth is 529,000. 4. That the Chairperson and Executive Director are authorized to execute the development agreements and other agreements as required to effectuate the sale to Marlin Grant Homes, Inc. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 1st day of August 1994. Thomas E. Harms, Chairperson ATTEST: Vern Luettinger, Secretary ATTACHMENT PARCEL A (7412 Fourth Avenue South) The south 50.08 feet of the north 217.72 feet of the East Quarter of the Northwest Quarter of the Northeast Quarter of the Southeast Quarter of Section 34, Township 028, Range 24, Hennepin County, Minnesota, except roads. PARCEL B (7416 Fourth Avenue South) The south 50.08 feet of the north 267.8 feet of the East Quarter of the Northwest Quarter of the Northeast Quarter of the Southeast Quarter of Section 34, Township 028, Range 24, Hennepin County, Minnesota, except roads. PROPOSED SITE - 7412 4TH AVE S ~~:: 50' 135' ----- Allowable Building Zone - Proposed Building Fourth Avenue Perimeter PROPOSED SITE - 7416 4TH AVE S i i 25' t35 .~ r - -- -- --~'- - ----, I I I ~ I ~ i ~ I ~ I I I I .I -1 'I ~I i i l J I i -s-~ I i I i i I i I I k~s-- I _ I 135' ----- Allowable Building Zone A HOME SIMILAR IN SIZE i i I AND LOCATION TO 7412 4TH i IS PLANNED BY THE BUILDER ~ Fourth Avenue i ..~ ,~: ~~ ~I ,,; , : , ~~ c ~ I~ ~i ~'~;) 0 ~> ~~ O a w J W z a W a r N LL w 0 0 w O a O GC a ~. ~ ~ ~ N ;10o ~ N u V / / v.. r ~.. ~ .--~ _ I. _ _, s ~ _i ~~. ~ _ ; oZ }~ I~ I ,~ a i i~G° 3 ~§ ~ L ~I~ i' a S ~ G ~ ~ ~I I Y~ C~ .~ I ~ I ~ ~ o ~ ~ ~ r k I~ 3~ i ~' --ri I I~ dQ- i ~^- - I' ~ ro~z~ ~. _ - ' ~ ~ \ ~ ~ ; i. q I Z - - - ~ ^..~ .. I I i ~, ~ ; •~ / , •I' ~~ I J I ~ ~ f ~ ,,. - J ~ it ' \ I .' ~_ I' ' I , II i ~ =' ; J _ v ~ ', ~ ~ ~ r ~ I JK I ~ ~~ ~ _ ~ '.~ I L . I ~~ }~~ ~ I ~ ~~ ~~ I ~ ~-- - .i ~ ' ~ ---1 i -., -.-.J _ - I __~F .__l.;9f ~. f x.. 9'r ~: 5) r9~ ;G X..~F,ST---- 11 ~-at~z 1•vF~t ~- J J W 0 J J J _ Z QQ G ~- r; ~ r ~ o ~, ~ rI, ~; __ ill V' pt }. ~ ; ~ ~ ~ Y H I I f '" ,N I I `~ ~~ e -~ ~ 11 r 2 \_ ~i ~ d ~4 v I ., _, I . ~ -_. z~ ~i ' ~ ~' n ~ I ~ h I' _ ~~ ~ I h ~j I~z z \' ~.•~ I ~ 3 1 h~ , '_ ~~~ ti~ ' ~ ~ I I i r /~ 1 ~ i ~ ~ I. r ~ ~_ p r~~. ~ ~ `} HOUSING AND REDEVELOPMENT AUTHORITY HRA Letter No. 57 Agenda August 1, 1994 Issue Statement: Consideration of authorization of issuance of the Phase I Limited Revenue Note and the payment of reimbursement per contract to CSM. Background The Contract For Private Development with CSM was approved by the HRA on March 28, 1994. Section 3.2 (a) requires the HRA to commence eminent domain action against Phase I property. Prior to the HRA taking title to the property from the .court, CSM must meet certain preconditions which are identified in the contract. Attached is a letter from Mr. David Carland, Vice-President of CSM Corporation. In that letter, Mr. Carland states that CSM either has met or will meet all of the preconditions stated in the contract. Some of the more significant points include the following: • As stated in paragraph 3 of the letter, CSM is granting a mortgage note to the HRA for the land in Phase I as performance .security (Exhibit A). • Paragraph 7 indicates that more than 75% of the proposed center is leased to Best Buy Company and Sportmart Inc. (86% is leased). • Paragraph 10 indicates that the HRA has reviewed and approved the concept plan. This is a reference to the revised concept plan which was presented to the HRA on July 18th. It was the basis on which the HRA directed staff to review the contract for any needed changes resulting from the modified concept plan (A copy of the original approved plan and proposed plan is attached). • Paragraph 11 indicates that CSM will provide the HRA with an environmental indemnity agreement. The form of the agreement is attached. In essence CSM agrees to protect and defend the HRA from any and all claims made related to site contamination in Phase I. • The contract in Section 3.2 (g) calls for the HRA to issue a limited revenue tax increment note. The purpose of the note is to reimburse the developer for excess expenses incurred in assembling the site and constructing the improvements to the extent the tax increment allows. That note is to be issued at closing on the real estate. The note was approved by the HRA when it approved the contract (Revisions to that note are part of an earlier agenda item for August 1, 1994). Also in Section 3.2 (h) the contract calls for the HRA to pay the developer 5308,220. This is an amount of additional revenue designed to offset the impact of the fiscal disparities contribution Phase I will be required to make. Again this payment was approved by the HRA when the contract was approved. Recommended Motion: Approve a motion: 1. finding the attached letter from Mr. Dave Carland to be evidence that CSM is in compliance with Section 3.2 (d) of the contract for private development; 2. approving the attached revised concept plan for Phase I; 3. authorizing the issuance of the limited revenue note, as amended; and 4. authorizing the payment of 5308,220. Basis of Recommendation: 1. The preconditions are stated in the contract Section 3.2 (d). 2. The letter from Mr. Carland addresses each of the pre- conditions. 3. Legal counsel has reviewed the preconditions and finds the letter meets the requirements of the preconditions. 4. The HRA was presented with the revised concept plan for Phase I on July 18th and directed staff to evaluate the contract to determine any changes required in it to accommodate the revised concept plan. 5. Both the limited revenue note and payment of 5308,220 are an integral part of the approved contract. Alternative Recommendation: 1. Delay action. Di__scussion/Decision Mode: Timely action is needed to permit Phase I to proceed. Respect lly submitted, James Prosser Exec ive Director JDP:ds a./UL~LO-~~ a a ~ v • a a~v.caav u.au .... .... ....-~• ~--- - - CS~t CORYUtt~'i iun _ .~ - 07lZ1/Sd 18:41 FA.X 812 848 2~U4 - -~-~~ -+.+..~ -~~~s =..~.. ~~11~ +~orpoi~ox~ . + ,} ./ ~+ ft/C~ •T~y C~tV ~/~.~~ ~/~y +~~-~..~7 !O~/~i4ls+o~~`~ii ~~7b r"~iur inl~ .-TAI i'f~l~~ V~Ci4"~~-iI i( ~!`/YA ~7il VVf7'2'rY"! ~'uly 27, 199 John Dean Hy Facsimile 33T~931d Rolmes ar~d graven ~7~ Pillsbury Center - Minxteapolis, ~T ~54Q2 Re: Sb,vps at ~,yridale, R.iChfielfl Redevelopment DeeEr Tph!'i pursuant to our reopnt discussions, I a~a enclosing herewith a revised. draft of the letter rrre would propose to deliver Yn ardex to satisfy the varionxs preclosi.n~g requirements of the Contract fot Private gedevelr~pment. ~e revisiat~s have been Higb,lighted far your converi~.ettce. As discussed, our deziv ©f the letter would occur on Monsiay, August i, 1594, following acquisition of tb~.e necessary council approvals- please call me to discuss the forregoir~g after your review. Be regards, ~r~' `-' - C. William Fra~fke CwPjjk __. JUL--273-~4 11:5 / rrcuri: nva.. r:na a v:c'+v ~... ...,..... ~.. ... `. ... .... _ ..~.... -.. . . CSM CORYUtZAi'iuN _'_ 07/27/84 18:01 FAQ 812 $4$ 2404 i S August 1994 The Sousing and Redevelopmetxt Authority of the City of Rs.chfleld G700 poxtland Avetxue South g.j,ohf ji,e~d, LAN 55423 Attn: James Dosser, Executive i~~.rector Re: Phase I of Interstate~Lynda~.+~ Redevelopment Fro1ect Airea (The Shops at Lyndale) Deaf Mr. Pxosser: dais letter, and the material provided herewith, are delivered to sat~.sfy and address all of the Phase Ipre--c3.osiz~g vbli~ations of tl~e Redeveloper wader that certain Contract for Private Redevelopment between CSl1 Corporation and ~:he Housing and g~,evelepmeat Authority of the City of R9.ebf S.e.~,d { "H'RAs) - dated Apr3.1 2~, x.994 {thB ~CoAtraCt~') • CSM Corporation 11d~ ass~.c,~ried sts rights and interests under the Contract to CSM Investors, Ina. , as per~titted by and subject to the pxoyxsions of Sections ~ , 3 { 03) and 9 ` ~ €eement f is attached her toopY of .the Assic~meat and Assr~ption A9z' Exhibit A. Gamer S. golmes is the sale shareholder of both CSM ccsrporation and C5~i Zavestoxs, Inc. (hereinafter collectively °csS~) . pursuant to the Contx~aat, CSM hereby states, represents aadjar agrees, as follows: 1. CSl~t is not in default in the performance of arxy of the provisa.oxts of the Contract and has gaid ar deposited, ar will pay or deposit, all sums required to be paid or deposited pursuant to the Cantract- Z . csM has reviewed the cards-tion of t~.tle to. the Phase I property and ff.rsds the same to be satisfactory, ~. CSM hereby canfi its undertaking to perform a.ll of fcr abiigat#.oris under the Contract, and as secuxitp p,arfoxmarsce of the same wi11, as of txtis date, grant to the 8RA a mortgage in the form of Exhibit B attached hereto; ~ . Bas®d. upoa i.ts own investigatir~n, CSM is satisfied in aZl respects with the Phase I property and accepts the same AS IS and. i~+ifiERE I S ; 5. CS1~1 has or will, pursuant to binding Purchase Agreements, be abtain~.ng fee simple title to any portions cf the Phase I property which axe not the subject of cande~anaticr~; 6. CSM will proceed with coxtstruct$on of the phase I minimum improveMeists utilizing its owr, funds and~vr funds that are available to it for such puzposes. CSM rigs previously provided the FiRA with firiaZiGi,al statements and infor3~rtian which es~tablis]z its ability to pres~eed as aforesaid. '.'here has been na material adveacse change in the financial condition of CSM s~.rtce the date ss2tid . financial statements and -information were provided; 7. Mare than 75~ of the total rerrtab2e space in the Phase I project (ii8,965 square feet) has began leased, with the p7r'imary tenants being Best F~uy Co. (57, Q76 square feet) and Spor~~~-t, Ina. (43 ~ 328 square feet] ; . 8. CSM and the 13RA have erstered ~.rtta, and intend. to close upon, a separate waritten agree.~¢ent for the sale by the ~i to CSM of a parcel rsf Sand for construction of a new Emerson Avenue Cor~gregatiorial Church. The agreement provides for paXmerit of the full purchase price, fn cash, at dosing; 9. There lss no need for written agraem,att bet~reen the parties regarding the location, mature and cost of Public Improrrements on the property, s~.nce there are no new public imgrove~nts proposed to be located on the Phase I grvperty; 1Q. 'the FII2A has reviewed and approved the concept plan far Phase I; 11.. cS'~ will provide the ffiZA, as cif the date hereof , with an Environmental Indemnity Agreement, i.n the form of attached Exhibit C; 12. CSM has obt2tined 2111 goverrm~ent approvals, licenses and permits necessary far comDaencement of constructia~ of the minimum impravgments; ~.3. In satisfaction of the requirements of Article s of the GarttraCt, Certificates cf Y~au~r~ will be provided, as of the date hereof, in.the form of atteohed Bxhibit D. Ae noted, ttxe ~t w~.3.1 be named as an additional insured, and the ineursnce company wiYl he put on stotiCe relative to the rig#~ts of the ERA under Secticss 6.2 of the Contract. J UL -1t'ti°`J'4 11oa ricvr~: vara.a....+ .~ ....-..---' In the event there axe any c.~testions regarda~ng the foregoing, or would additional information or documentation be necessary, gl.ease feel free to contact iae at .your ~n'~e~sience. Vezy tt~t.iy yours, C.SM GOYt'E~ORAR'~dN David Carlaxtd V2ce-Freside~rtt CSM II~iESTORS ~ 3[t~0, ~x ~orn~rg Vice-President ~oaa~fiuaace\hra.ltr .. .. JUL--28-'J4 11 5a F[cvi~~:rav....~.i.+ .~ ~._--- EXHIBIT A A~$~Qp~'1' 11Y~ID A$a~Tit~ T~8 71~St4~liT, made this dory of i49s, by and between CSM CORPClRATION, A esata Carporatio ('~Assic~aor'~) and CsM ~ESTORS, ING., A Minnesota Corporation ("Assignee*)_ w=sss~rx: ~R~B, Assignor has entered into a Contract for Private Redevelopment dated April Z~, 199, Frith the sousing and Redevelopment Authority of the City of 8ichfie3.d (the ~Cazstract~) ; and 1fB, 1~ssignor, as permitted by' the Contract, r:aer wishes to assign its rights aFnd interests there~.n to Asslgneg; 4'BF~s.~lOElE, ~i 4`QIiBID$R7~TION Oy One Do11ar ($1.00) grid other gaud, acid valuable consideration, the receipt at=d sufficienny of ~rhich is hereby aaknawledged, the parties heretr~ hereby agree as €o~.laors = 1. Assignor does hereby grant, transfer and assign to Assignee, all of a.ts rights acid interests in the Contract. ~ . Ass icrnee hereby accepts this Ass~.gximent and asses and agrees to faithfully abide by. perform, and discharge each and every tent, aovenarit, and CeridYtion of the Contract which ate to be performed Iay the Assignor thesetntder from the d2ite herea€ and to defend Arid hold xgnar harmless t'ront any lawsuits, a7.$ims, damages, costs asad e~~~*i~, iricluding actual ~a~,ttarneys~ fees arising in connection with the Contract, exc8pt those ar~.sing trata events occurring ar arisi~.g par~i.oX to the date hereof . 3. This Assignment and Assumption shall be binding upon and itxure to t1~e benefit of ttte suc~essars and assigns of the parties hereto. I!f ~",L'~1E88 the parties have executed this Assignment and Assumption Agreemexit as o€ the date indicated below. A$SIB~fIF.B AASICi~iCB C8][ Lii'YS9'PO~ ~ IlI4. CB~t C~POBA!'Zoiii By: BYE Its Its \3oen~reccavLr3.eba~a 1 07/29/94 11:07 Fat 1112 646 2404 ~a~ri ~uxruxii~~:~ E~ $ This Indenture made this day of August, 1994, between CSM INVESTORS, INC., a Minnesota corporation, of the County of Ramsey and State of Minnesota, Mortgagor, and THE HOUSING AND RED~'VELUPME.NT AUTSORTTY IN AND FOR THE CITY OF RICHFIELD, 1V><>tNNESOTA, a Minnesota public body corporate and politic under the laws of the State of Minnesota, Mortgagee. Witnesseth: That the said Mortgagor, in consideration of the sum of c7ne ($I.OQ} Dollar and other gc~t~d, valuable and sufficient consideration, the receipt whereof is hereby acknowledged, does hereby Grant, Bargain, Sell, and convey unto the said Mortgagee, its successors and _ assigns, Forever, all the tract or parcel of land lying and being in the County of Hennepin and State of Minnesota, described as follows, to-wit: See Y,~hibit A. To Nave and to Hold the Same, "Cogether with the hereditaments and appurtenances thereto belonging to the said Mortgagee, it successors and assigns, forever. And the said Mortgagor, for itself, and its successors and assigns, does covenant with the said 1VYortgagee, its successors and assigns, as follows: That it is lawfully seized of said premises and has good right to sell and convey the same; that the same are free from all encumbrances, save and except reservations, restrictions and easements of record; that the Mortgagee, its successors and assigns, shall quietly enjoy and possess the same; and that the Mortgagor will Warrant and Defend the title to the same against all lawful claims not hereanbefore specifically excepted.. Provided, Nevertheless, That if said Mortgagor, its successors and assigns, shall keep and perform each and every one of its obligations under and pursuant to that certain Contract for Private Development dated April 29, 1994, made and entered into between Mortgagor and Mortgagee, and shall keep and perform all the covenants and agreements herein contained, then this deed to be null and void, and to be released at the Mortgagor's expense. And the Mortgagor, far itself, and its successors and assigns, does hereby covenant and agree with the Mortgagee, its successors and assigns, to perform its obligations as above specified, to pay all faxes and assessments now due or that may hereafter become liens against said premises at least ten (14} days before penalty attaches thereto; to pay, when due, both principal and interest of all prior liens or encumbrances, if any, above mentioned and to keep said premises free and clear of all other prior liens or encumbrances; to commit or permit no waste on said premises and to keep them in good repair; to complete forthwith any improvements which may hereafter be under course of construction thereon, and to pay any other expenses and attorney's fees incurred by said Mortgagee, its successors or assigns, by reason of litigation with any third party for the .protection of the lien of this Mortgage. That Mortgagor, does further covenant and agree that if any lien for labor, skill or material shall tae filed far record during the life of this Mortgage, upon or against the premises hereby mortgaged, the said Mortgagor will, within thirty (34) days after the date of its filing for record, either pay off the said lien and secure its satisfaction of retard, or will protect the Mortgagee against any loss or damage growing out of its enforcement, by furnishing a band for the same amount in the form and with the sureties to be approved by the Mortgagee. ~, „., .. -1- Uf~'Laia~ 11: U8 !'3:1 UlL Oi0 G-!U+! ~+at+t°~..vi~aa~a~_-aiiv.. ~m~+v~ In .case of failure to pay said taxes and assessments, prior liens. or incumbrances, expenses and attorney's fees. as above specified, ox to insure said buildings and deliver the policies as aforesaid, the Mortgagee, its successors or assigns, may pay such taxes, assessments, prior liens, expenses and attorney's fees and interest thereon, or effect such insurance., and the sums so paid shall bear interest at the highest rate permitted by law from the date. of such payment, shall be impressed as an additional lien upon said premises,and be immediately due and payable from the NYortgagor, its successors or assigns, to said Mortgagee, its successors or assigns, and this Mortgage shall from date thereof secure the repayment of such ad~rance with interest. Yn case of default in any of the foregoing wvenants, the Mortgagor confers upon the Mortgagee the option of declaring a default and hereby authorizes and empowers said Mortgagee, its successors and assigns, to foreclose this Mortgage by judicial proceedings or to sell said premises at public auction and convey the same to the purchaser in fee simple in accordance with the statute, and out of the money arising from such sale to retain all sums secured hereby, with interest and all legal costs and charges of such foreclosure and the maximum attorney's fee permitted by law, which costs, charges and fees the Mortgagor herein agrees to pay. In Testumony 't'hereof, The said Mortgagor has hereunto set its hand the day and year first above written. CSM IlvV'ESTi]RS, INC. BY: State of 1Vlinnesota County of IT'S: The foregoing instrument was aclmowledged before me this day of August, 1994, by the _ of CSM Investors, Inc., a Minnesdtn corporation, on behalf of the corporation. Notary Public (wbwplmstlmoKgaee.[ef») -2'- Wii7/29/94 11:08 FA1 B1G li4Ei G~U~ La.i esv~runniiv.. ~7~HISIT A LEGAL DE~CIt~TION PARCEL 3: The North 240 feet of the East iJ2 of the southeast 114 of the So:tthweat i/4 of the Southeast iJ4 of Section 33, Township 2a, Range 34 except the North Thirty (30) lest ae described in Book 1957 of D6Qd3, page 432, Hennepin County, Minnesota. Abstract .PARCEL 4i The East 160 feet of. the South 50 feet of the North 258 feet of the West 320 feet cf the south sjz of the Southeast 1/4 of the Southeast 1/4 of Section 33, Township 28, Range 24 except the East 30 feat, according to the united States Government Survey thereof and situate in Kenaepin Cout7ttY, bdianesota. Abstract FARC$L b: The North 255 feet of the West 320 feet of the South 1j2 of the Southeast ij4 of the southeast 1/4 of section 33, Township 28, North Range 24, West of the 4th Principal Meridian, except the East 30 feet thereof and except the West 130 feet of the East ifi0 feet of the south 50 feet thereof. Hennepin County, ldinne5ota. Abatraot PARCEL 6: The south 90 #eat of the North 345 feet of West 320 feet of the south One-hat! {S1/2) of the southeast Quarter (SE1/4) o! the Southeast Quarter (SE1/4) of Section Thirty-three {33}, Township Twenty-eight (28) North, Range Twenty-four (24), West 4f the 4th Principal Meridian, except rho East 30 feet thereof, according to the United &tates Government Survey thereof, SeanQpir- County, Minneea#a. Abstract PARGEL.7; All that part of the West 320 feet of the South 1/2 of the SE1/4 of the SE1j4 of Section 33, Township 28, Range 24 except the North 345 feet thereof and except the parts thereof taken far highway purposes and except for Colfax Avenue South and Market Thrive, according to the IInited States Survey thereof, Hennepin County, Minnesota. A178tract PARCEL 8t That part of the E1/2 of the SE1/4 Gf the SW1/4 Of the SES.j4 of SeCt~,on 33, Township 28, Range 2a, which 1ie6 South of the North 240 feet thereof, excegt the West 3d feet thereof and except that part taken for highway, Hennepin Cauaty, Minnesota. Abstract JUL-Ct)-94 '1Z:0~0 YltUM:t1ULPILO o~ ~icr~vc~.o - _._._______..__- Uf/Zf/~4 ib:U4 rAd tl1G Uy0 L9V4 t,oa VVL\rVil2lttu.~ ~l~+ua~ViV ~yXSIBIT C Lnvironm~ritai Ind~~.ty~ At'neeatent Ito ba Pr4PsraKt and at~cha~t) ui.-`UIi L!/}JH ~1D:t"~u~kMA O1G~V40 LHU9 VL+~ -~ l.Jm I~VKt'Ut(A11UlY~VV Vy k(LJUlU/IS1U -' - ~[iL -Zi' 94 E4~Q1 I? ~Ol HORIZQN AGENCY D TEL:fiI2 94~ 391 p, ~Q? , r, .~~ -r ~ERT`1F[C~TE C~~ ~htSUR/4~~~ - ~~ °~~ . -- 07 27 94 1'!ES GE~17fEacaTa t8 tbri,1,1F.D AS 1[ MwTtt~A OF IIiFOltMA71CN OMLI- AIMD C0~~8 NQ EtIRMS ~3PCH tHE CSRT~iGIT~ E{OLQER. 'Z'EES CER'11RCATE ~ttGRI ZON 1tiCyEN'C4', INC . +' ~ror rt7~f~Np. EE7~D ~~ ~tr.'1'~ 7iiE ~OVSRat;E aPFpFIDED ar Ti# PC>L.idE?S 9Q.OW. $III~'E 1 ~ 0 4"bNfPANtES AFFO!tDtNG C~VER4CE ZI095 S7IKING DR. EDEN PRpiiRIE, MN 553aa ~,,,,,,, ~ ... .. - Ar~RxcAN Azl+rx-rrc~ ,~~rsuRAxcE cb ., csM CORP. ~ C.SM iNVESTa~s JYM CTTENSTErN 2561 TBRRITt}RrATs ROAD ST - PAIIL, PAY ~ 5114 r.~..wca ~ .. 11MtS fS TO C~11'11FY TFtA7 THE ~t~E,E OF 1h160ii/~NGf Lf~FEb 9p.41Af i+AVE E1€Ert ~,SSRJEti YO '+'~ ~wtMiED Atw6l~fa waovE FOR =-sE POLJCI' PEt~tlOn •'~, ~+'jwrsxs~~+trvttrE purr parr, r~ o~ ~ana~ of ~r aoxz~r ae ones odcx,~Exr ~ tE~r Tt5 wt~eK rt+ts ~ ~r eE tssuEsc pa >~r ¢~.s~. ~ tMSett+ra-uteE oep sr s~ ~ vesc~v ~~- +s s~cr rp ut. rwE Tom, Bceu,~otM; ,wa c~oartrttrs of ssx.7~t Potu~s. t,tNCtrs stiawrv frtwr MwvE sF.e~t aEeuc~ ev Pw~ .. ... .. _... ._ .. _.......... ,.. ........... a~uMS. _ ... ... . '1"~E ew ~ saRtCY Minot p~ ~r ~ ~'~~ u~sa ~,~tt~rs PAG8825525 07 01 94 {3T 01 95 o~atAt~~,-ie :2 Ooo 000 X K cast u~r r~*.s ~ ~ arrcrt owMaR•s a aoxrr~erogrs a~wr. ~ s ....__ ....w......__...........w......---.. ... ...~,'„~" . G,..„_~'EDEt'21~L INSCTRAI~?CE CQMPANY . tetra', , . ~..., .,GENERAI...CA.SL}~xL~'Y , ~S .. .. -• - - - - s~Cr eel ~ urso.,a~.,asa~ Mn- aus~o ..u. e+ru~ yes sG wreTVs rr+poa ~usos ~ ~L11ps 6~RACiE t.~,!'t1' ~ u.1~M.t:tr 7 $57134 u ro~M X a~s+ER tewe t~~~.- tsv~ -~ rowtfoM ~ GWCp 19 w~ l~eo:ee~ eu~rsYV ~F s aca~r uuuar ......... - ~ ` - - . SP's pNOes ~r ~ i • PROPiRTV A~SMGH i ... Y ,~ X1,1300, 000 Petsow-i. a war. w~sreY s b O 0, a p 0 .E.,GMaeee,f~E --.. sl.•004.000 .... , r®. eon ~... ~ s 5 , O Da 0?/01/95 ~occs~e~ :15000 ."61a`~, .:..........55000 ~ 000 1/94 07/01/95 X state~raAr tsars . ~."'at"cc'°swr .s SoO, 000 aa~e~~x~r wti ~ ~ 5 0 0 , D 00 :~:~:~+~_.;~ ..sod. aoo o~ orowr~o~cn ~ RE: ~3a ~ x+~'ISDI~,LF PROPERTY tBEE ATTACHED FOR LEGAL DESCRIPTIQN3 G'FRTIF=GATE I~C~LI}ER YS LrSTID AS AADITIdNAL ~D ~~~ xoto~e ~~~ - SMOOfJiD wllY O~ ~ w$OHE PdtlC~S BE r=r~+~sw~ anon gFFpgE Tl1E B~AwTiON L1A1~ illE7RCOF I!'IE ~G CORIR~aET Ml11,L d+taE4VOli YC ~ OF TKS CzTX Q~' RICfi~'IELD ~,n, l0 n~YS wRtrc~, To ~ CERTIt"tcI.TE HoioeR H ro •rr~ EJCECUTSVE DIRECTOR ~ ear r,Nw~ ra ~. sup+ +~a~ set~et, nv vauw!ttow aR ~ 7 0 0 PORTLAi~D AVENUP SOUTH tJwa«t~t OF EMI tdNL! ilPOxt THE OOMPA~lY tT5 wsENis dR RFpREseNtTATMfes. .dl~`?$PIELD, iKN 55423 .tw~ro.~o aowq~pta , Dat3~.e~ J. S t ~{p ,1~ J UL ~J `"~4 11 ~ :~"~' HOLf'1E5 & VKHVEfY I.NDEA~TITY AGB,EE~d'EIQT r. r DRAFT 7129 THIS INDEMNITY AGREEMENT {"Agreement"} is entered into this day of 1994, between and among CS1Vt YN"~i'E5TUR8, INC. , a Minnesota corporation {"CSM")and the HGLISING AND REDE''V'EI.GPMEN'T AUTHORITY IN AND FOR THE CITY' aF RICHFIELD, a Minnesota public body col-potation and po.Hti~ ("ZIJtA") , and the CITY OF RICHFIE,I,D, a ~Sixinesota munidpal corporation ("City") . DEFINITIONS 1, "Indemnitee" shall mean the HRA and its officers, directors, agents and employees . 2. "Property" shall mean the real estate described in Exhibit A attached hereto and made a part hereof . 3. "Losses" shall mean any and all liabilities, obligations, losses, damages, penalties, claims, aetians, snits, costs, expenses and disbursements (including, but not limited to, all reasonable attorney's fees) that the Indemnitee may incur by reason of any third party claims . 4. "Third Party Claims" shall. mean any claims, demands, allegations, actiottg or suits, including administrative enforcement actions, brought against the Indemnitee whether individually or jointly and severally by any parson, firm, corporation or other entity for loss, costs, expenses, damage or injury arising out of or ss the result of Environmental Contamination on the Property which existed at the time the Property was acquired by CSM, including but not limited to the consequences of the violation of any law or ordinance. 9. "Environmental Contamination" shall mean any actual or threatened release of any Hazardous Substance, any toxic or hazardous waste ar other chemical substance, polluta~xt or contamination into the environment on the property, including without limitation any treated, untreated, controlled, uncontrolled etaissian, discharge, accumulation, storage or release that is regulated by any environmental law, statute, regulation or ordinance, or the common law, including without limitatia~x any ix-jury, damage, or exposure to employees, property or equipment any Hazardous Substance or the generation, treatment, accumulation, storage, or disposal of any Hazardous Substance, toxic or hazardous waste or other chemical substance, pollutant or contaminant. 6. "'Hazardous Substances" sha11 have the. meaning defined in the Comprehensive Environmental Response, Compensation and Liability Act of 3.980, as amended, 9~2 U.S.C. 'I 9601 et set,. B,ECITALS 1. The HRA and C$M dad, on or about April 2S, 1SS4, enter into a contract For private development {the "Contract") which c~l1s for the acquisition and de+~elopment of the Property. 2. The Contract provxdecl for the assembly of the Property through v combination or direct purchases by CSiUi wherever passible and condemnation by the HRA when direct acquisition was not possible. J UL ~y ' ~4 11 ~ ~ ( t1ULl'It5 ~ I~KHVtIY ~ • a j t S. The Contract also provided that as a precondition to the HRA's ~ - obligation to conclude any acquisition. until CSM provides it with an agreement indemnifying the HR,A from claims relating to the property invol~ring contamination. - ~. This Agreement is intended by the parties hereto to satisfy that obliga#ai~-n. NOW, '~'HEREFQRE, in consideration of the foregoing and for other valuable and good consideration, the receipt and sufficiency of which is hereby acknowledged, the parties cio hereby agree as follows 1. indemnit~r. The CSM hereby agrees to indemnify, save, defend (at its sole cost and expense) and hold the. Indemnitee harmless Pram and against any and all Losses . Fayments . Payments under the indemnification provided in paragraph z. 1 of this Agreement shall be due and payable as such Losses are incurred. a. Obli„~ation to Defend. {1) Assumption of Defense. CSM shall defend any and all Third Party Claims that may be brought against the Indemnitee in connection with any Losses or arising out of the matters co~rered by this Agreement . (2} Conduct of Defense. In the event that C8M is defending the Indemnitee, such defense shall be conducted by reputable attorneys retained by CSM, satisfactory to the indemnitee in its sole and absolute discretion, at CSM's sole cost and e~tpense. In addition, the Indemnitee shall have the right, but not the obligation, to participate in such proceedings and to be represented by attorneys of its own choosing. The Indemnitee shall be responsible for the cost of such partidpation unless the Indemnitee shall have concluded its their sole discretion that the interest of the Indemnitee and CSM in the action conflict in such a manner and to such an extent as to require, consistent with applicable standards of professional responsibi]fty, the retention of separate counsel far the Indemnitee, is which case CSM shalt pay for separate counsel chosen by the Indemnitee . (3} CSM's Failure to riefend. If CSM fails to acknowledge its obligations to defend ar fails to choose counsel satisfactory to the Indemnitee, CSM shall not thereafter be entitled to elect to defend, and CSM shall be bound by and shalt be conclusi~rely liable for the results obtained by the IYidamnitee, including without limitation, the aiaount oP any judgment or good faith oat-of-court settlement or compromise in all costa and fees of counsel txtcurred by the Indemnitee in connection therewith. b. Defense b the Indemnitee. in the event that the Indemnitee olooto ixi itn ~1v axx a • c~ri utc xvao~:+ixat-1a diaciztiou to coxxEluc~C 1,tn JBD73S68 RC123-b9 JUL ~'~ ''~4 11~.~t3 1'1VLI'It5 tk bKMVLIY r.. ~ own defense of any actfo~a or proceeding th~-t may be brought against it ar to which they may be a party and that falls withfn the scope of this indemnity, CSM shall be conclusively liable for the results obtained by the Indemnitee, including without limitation, the amount of any judgment or good faith, out-of- court settlement or compromise. In addition, CSM shall be liable for any and all costs and expenses, including, but not Limited to, attorneys' fees, incurred by the Indemnitee. c. Claims Settlement. CSM shall not settle any claim under or on account of the indemnity covered pursuant to paragraph 1 of this Agreement without the Indemnitee's prior written consent, which consent may not be unreasonably withheld; provided, however, that if the proposed settlement involves (i) no adrz~issxon of guilt or liability on the part of the Indemnitee, and (ii} no adverse financial impact an the Yndemnitee, then such convent shall be given . 3. Covenant as to City. CSM, far good and valuable consideration, the sufficiency of which is hereby acknowledged, hereby releases and covenants not to sue the City, its officers, agents and employers for any cause of action or claim existing as of the date of this Agreement whether known or not which CSM may have against the City involving ~rtvironmental Contamination of the Property. 4. Invalidity. If any of the terms of this Agreement shall be held. invalid, itlegal or unenforceable, such provision shall be severable from the rest of this Agreement and the validity, legality, or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5. Notice. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed given three (S) days after being sent by registered or certified mail, return. receipt requested, postage prepaid, at the addresses set forth below: 1f to the HRA Housing and Redevelopment Authority in and far the City of Richfield 6700 Portland Ave . S . Richfield, MN 55423-2598 ATTN: Jim Prosser, Executive Director zf to cSM: CSM corporation 2561 Territorial 8oad St. Paul, MN 55114 ATTN: Mr. C. William Franke JAD73548 1tCi28-88 ~ JUL C7 ~ 74 11 ~ .37 I'1UL1'It7 & btCHVtIV IP to City: City of Richfield, 6704 Portland Avenue Richfield, MN 55483 ATTN: James Prosser, City Manager P. 18 Ili' WITNESS WHEREOF, the paxties have executed this Agreement the day and year first above wrftten. THE HOUSING AND REDE'V'ELOPMENT AUTHORITY OF THE CYT'Y'' OF RICHFIELD, MINNESOTA By Its By Its Executive Director CSM CORPORATION By Its - CITY OF RICHFIELD BY .~____ Itg_._.._._.__ , STATE OF MINNESOTA ) } ss. COUNTY OF The foregoixtg instrument was acknowledged before me this dag of 185, by Thomas harms and Jim Prosser, the Chairperson and Executive Director, respective, an behalf of the Housing and Redevelopment Authority ixa, and far the City of Richfield, Minnesota, a public body corporate and politic . Notary Public J8D73568 RC125-68 4 J UL G'7 " ~4 11 ~ ~7 I"IVLI'It5 ~ bKHVtIY STATE OF MINNESOTA ) P. 11 SS. CdUNTY dF ) The foregoing instrument wras seltnowledged before me this day of 1993, by and respectively, of CSM, Corporation, a Minnesota corporation, on be o the corporation . Notary Public STATE dF MINNESbTA ) ss. C~IUNTY OF ) The foregoing instrument rnras ae~nowledged before me this day of 1994, by and , the Mayor and City City Manager, respective, on behalf of the City o Ride , Minnesota, a Minnesota .municipal corporation. Notary Public J'8U73S68 ACi$5-4$ C~ EXHISYT A REDEV~OPMF.NT PROPERTY DESCRIFTIONS I. Phase i propart~r: FARCEL 1 The North 30 feet oP the East Half of the southeast Quarter of Southwest Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota PARCEL 2 TYtat part oP the following described properties The South 85 feet of the West Half of the East Half of the Northeast Quarter of the Southwest Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota and Lot 8, NORTHFELT ADDITION, Hennepin County, Minnesota and Vacated or unvacated 77th Street West, as dedicated in the plat of NQRTHFELT ADDITION, Hennepin County, Minnesota Being described as follows Commencing at the southeast corner of the Northeast Quarter of the Southwest Quarter of the Southeast Quarter of said Section 33; thence South 88 degrees 41 minutes 41 seconds West, assumed bearing, along the south line of said Northwest Quarter of Southwest Quarter of Southeast Quarter 86.58 feet to the point of beginning of the parcel to be described; thence northwesterly 187.04 feet along a non-tangential curve concave to the northeast having a radius of 610.33 feet and a central angle of 1? degrees 33 minutes 32 seconds, the chord of said curve bears North 63 degrees 29 minutes 13 seconds West; thence South 38 degrees 06 minutes 35 seconds West, not tangent to said curve, 32.47 feet; thence southerly along a tangential curve concave to the east having a radius of 120.00 feet to the south line of said Northeast Quarter of Southwest Quarter of Southeast Quarter, thence North 89 degrees 41 minutes 41 seconds East along said south line to the point of beginning. PARCEL 3 The North 240 feet of the East 112 of the Southeast 114 of the Southwest 1 /4 of the southeast 1 J4 of Section 3S, Township 28, Range 24, except the North Thirty (30) feet as described in Baak 1957 of Deeds, page 432, Hennepin County, Minnesota ~so69401 A-1 RC125-68 Subject to the interest of the City of Richfield in an easement for street purposes over the West 30 feet of said parcel. PARCEL 9 The East 164 feet of the South 50 feet of the North 255 feet of the West 320 feet of the South 1J2 of the Southeast 1/4 of the Southeast 1J4 of Section 33, Township 28, Ra~,ga 24, except the East 30 feet, according to the United States Government Survey thereaP and situate in Hennepin County, Minnesota. PARCEL S The North 25S feet of the West 3Z0 feet of the South 1 / 2 of the Southeast 1 J9 of the Southeast 1 J4 of Section 33, Township 28, North Range 24, West of the 9th Principal meridian, except the East 30 feet thereof and except the West 130 feet of the East 160 feet of the South 50 feet thereof, Hennepin County, Minnesota Subject to the interest of the City of Richfield in an easement for street purposes dated petober 19, 1953, filed December 2, 1953, as Document No. 2848915, over the North 30 feet of sand parcel. PARCEL 6 The South 90 feet of the North 345 feet of the West 320 feet of the South One Half {S 1 / 2) of the Southeast Quarter (SE 114) of the Southeast Quarter (SE 1 J 4) of Section 33, Township 28 North, Range 24, West of the 4th Principal meridian, except the East 30 feet thereof, according to the United States Government Survey thereof, Hennepin County, Minnesvta. PARCEL7: All that part of the West 320 feet of the South lJ2 of the Southeast Quarter of the Southeast Quarter of Section 33, Township 28, Range 29, except the Forth 34S feet thereof and except the parts thereof taken for highway purposes and except for Colfax Avenue South and Market Drive, according to the United States Survey thereof, 1ennepin County, Minnesota. Subject to the rights of the State of Minnesota in certain access restrictions created by Einal Certificates filed January 14, 1959 as Document Na. 3159209 and Piled July 17 , 19f 3 as Document No . 3917875 . PARCEL 8 That part of the East one-half of the Southeast quarter of the Southwest qu:erter of the Southeast quarter of Section S3, Townrhig 28, Range 24, wbdch lies south of the North 24o feet thereof, except the West 30 feet thereof for Emerson Avenue and except that part taken for highway, Hennepin County, Minnesota. .78D69d01 p!~ x RC123-68 PARCEL 9 That part of the West 30 feet of the East Half of the Southeast Quarter of the Southwest Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota which lies South of the North 240 feet thereof except part taken for highway. ' Subject tv the rights of the State of Minnesota in certain access restrictions created by Final Certificates filed January 4, 1952 as Document No. 2732832 and filed September 20, 1963 as Document No. 3431114. II. Phase II Frolperty: Farrel 1 (PID #33 028 24 44 0082 The West 28.5 feet of Lot Z extd the East 10.34 feet of Lot 2, Block 1, STR.AND- BOWEN SECOND ADDITION, Hennepnx- County, Minnesota Parcel 2 (PID #33 028 24 44 008 Lat 3 and the West 14.6 feet of Lot 2, Black 1, STRAND-BdWEN SECOND ADDITION, Hennepin County, Minnesota Parcel 3 (PID #33 028 24 44 0084) Lots 4 and 5, Block 1, STRAND-BOWEN SECOND ADDITION, Hennepin County, Minnesota Pareel 4 pID #33 028 24 44 0085 Lat 6 and the easterly 4.5 feet of Lot 7, Block 1, STRAND-BOWEN SECOND ADDITION, Hennepin County, Minnesota Pareel 5 FID #33 028 2A 44 0086 That part of Lot 7 lying westerly of the easterly 4.5 Peet thereof and the easterly 4.5 feet of Lot 8, all in Block 1, STRAND-BOWEN SECOND ADDI- TION, Hennepin County, Minnesota Parcel fi (PID #33 028 24 44 008?)(Torrens Cert_No. 579825 All of Lot 8, except the Easterly 4.5 feet thereof; Lota S to 11 inclusive, Block 1, STRAND-BOWEN SECOND ADDITION, according to the recorded plat thereof , Hennepin County, Minnesota l~areel 7 (FYD #33 028 24 44 0088} Lots 1 thrvu~h 4 inclusive, Black 2, STRAND-SOWEN SECOND ADDITION, except highway, Hennepin County, Minnesota Pareel 8 (PID #33 028 24 44 0089) (Torrex~ Cert. No. 52fifi333 J8A69401 ac~zs-ss A- 3 Lots 5 to 11, inclusive, Block 2, STRAND~SOWEN SECOND ADDITION, according to the retarded plat thereof, Heuoepin County, Minnesota Parcel 9 (PID #33 028 24 44 0073) Lots 1 and 2, Block 1, STRAND-SOWEN ADDITION TO RICHFIELD, Hennepini County, Minnesota Pareel IO {PID #33 028 24 44 0074) hots 3 and 4, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 11 (PID #33 028 24 44 0075) Lots 5 and 6, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin County, Minnesota Paroel 12 PID #33 028 24 44 0076) Lots ?and 8, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hez~.nepin County, Minnesota Parcel 13 (PID #33 028 24 44 0077) Lot 9 and that part of Lot 101ying east of the west 10.5 feet thereof, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin County, Minnesota Fareel 14 (PID #33 028 24 44 0078) Let 11 and the west 10.5 feet of Lot 10, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD Also the east 10.5 feet of Lot I, Block 1, STRAND-BOWEN SECOND ADDITION all in Hennepin County, Minnesota Pareel 15 (PID #33 028 24 44 0081) Lots 8 to 11, inclusive, Block 2, STRAND~BOWEN ADDITION TO RICHFIELD, except highway, Hennepin County, Minnesota Pareel 1B (PID #33 028 24 44 0080) Lots 4, 5, 6 and 7 and the west 1 foot of Lot 3, Block 2, STRAND-BOWEN ADDITION TO RICHFIELD, except highway, Hennepin County, Minnesota Pareel 17 (PID #33 028 24 44 0099 ) Lots 1 and 2 and that part of Lot 3 lying east of the west 1 foot thereof, Block 2, STRAND-BOWFN ADDITION TO RICIFIELD, except highway, Herinep3n County, Minnesota Parcel 18 ~FID #33 028 24 44 0100) That part of the vacated Aldrich Avenue South as dedicated in the plat of STRAND-8[sWEN ADDI'TIQN TO R.iC.AFIELD. lyins; south of the south line of JSD69401 RC125-68 ~- West 77 112 Street and lying north of the north line of Interstate Highway 494, Hennepin County, Minnesota Parcel 19 {PID #33 028 2A 44 0101) Lot 5, Block 2, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 20 PID #33 028 24 44 0087. Lat 4, Block 2, STRAND'S SECOND ADDITION TO RICIFIELD, Hennepin Caumty, Minnesota Pareei 21 (PID #33 02$ 24 44 008fi) Lots 2 and 3, Block 2, STRAND'S SECOND ADDITION TO RICHFIELD, Hexnepin County, Minnesota Parcel 22 PID #33 028 24 44 0085 Lot l., Block 2, STRAND'S SECOND ADDITION TO RICIFIELD, Hennepin County, Minnesota Parcel 23 (PID #33 028 24 44 0084 Late 10 and 11, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota parcel 24 PID #33 028 24 44 0093) Lot 8, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepixi Gaunty, Minnesota Parcel 25 (PID #33 028 24 44 0092) That part of Lot 8 lying westerly oP the easterly 6 inches thereof, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 28 PID #33 028 24 44 0081 Lots 6 and 7 and the easterly 6 inches of Lot 8, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 27 That part of vacated or unvacated Colfax A~renue south as dedicated in the plat of STRAND-BOVIIEN SECONY7 ADDITION and That part of vacated or unvacated 77 112 Street West as dedicated in the plats of STRAND-Bc~WEN SECOND ADDITItJI~i, STF.AND-SOWEN ADDITION To RICHFIELD, AND STRAND'S SECOND ADDITION and plate op STEtAND-BOWEN ATIn T nN TO YCHFIELD and S RAND St ECOND J8Db96ol A- 5 RCi25-68 AppiTiON, lying north of the south line of West 7? 1 / 2 Street and lying south of the south line of 77t1a Street West all in Hennepin County, Minnesota Parcel 28 The North 255 feet of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Section 33, Township 2$, Range 24, Hennepin Counter, Minnesota Par The South 90 feet of the North 345 feet of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota Parcel 30 ~- The South 88.2 feet of the North 434.92 feet of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter oP the Southeast Quarter of section 33, Township 28, Range 24, Hennepin County, Minnesota Parcel 33 All that part of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota, EXCEPT the North 434.92 feet thereof and the parts thereof taken for highway purposes S9D69~01 A'" 6 gC].25-68 wn..lw uwrvt __ ;;IS ••!!•,••,•~ y!(~ _ r10s3xxin~af3i~N.xa 1 ~`f'i ' a ~~ ~t j*• t • ~ j ~ ~~ 3lbaNJl~ ld SdOHS 3Hl li 9~ A) ~ ~ ~- '~ ~ `. R si i ~ ~:.. 3 ~ .: , ~ s e ~ , ~ s r ~ L..i .' ~tl i~ >< t r `•3~.1. ~ a a Q v ~• i ~~ .~ 0 Z ~ • .. j `~ o ~I ~ ~`~i NI A oI ~ 6 S V: N t r ~~ fi i(i~ I~ ~. i~ ~ ftt u N / a. l:il.L .. ~ r y `~ V z Y ~~ {.: • ~; ~ ~ 4 i 's 'e < ` 4 ~ '. ~~ _ ~ jj II I 1 I I I j j 1 I I I I I I I I I 1 I I .L._.._.L..~._l~___~l._».....! i i i i i ~. j I I I I I •j-----•j-•-•-T-----~.~.., I ~ 1 1 ~ I I I 1 I 1 I I 1 I MIllQl').•' !FOND r-•-•-T----r----~ i i i i i i i i i i i i i i ~,. :T___~.___..J j i i /` / / ~. itt .4`: i v i~ -- ~ {llr:j ~ U ~~ ~ vz n O d / a W • a. u . I _w~ I I E 4 I ~ ~ " k ~i f v I ~i R ~; «\ . s I ~ j f ~ ~! ~~,_ _` ~ ~ F wwc sv atr~ Y ~~I j » a jj 1 j ~± ~ 1 I I i _ ~._ H ~~ +H~ j t ~`~~~~ > j~~ _.. ~ ~I~ it a' W SMM P• > }a~/? ~; ~ $$~ ~.~>; aa3 N I- ~ :A Wr,~iYYsi"~~ W ~ ~ib[e O Of r r J a Q Q a W _F N W O a a a J Z /~ V 0 z~ x W Z 0 w a I a 3Jb')IOdd ~IdOM311S ~~~ ~~ .~° p~"'r@ s rxr-w»tim ~ uo~~~aodae~ ~5.7 ;a0j V10S3NN/W 6$ ;-y„ ~;:r $.: ~ J 03Wd32fd '073IjH0/tf $' gF. ~';' !4~ ' d ; 'a .F% "e'~3~p~~K a € ~ 3~daNJl~ 1`d SdOHS 3H1 ¢~ ~~ ;~~~F;e - - ` ~ Q° »=3 Yy~ Y:7 a ~, q£a n ~ .7 ~ - g ~~~, ~ o ~ ~~ a i V o V Y ., ~ ~. ~ 3a or Y~ U ~a n~ a~ S 9 $l: L~ g° x #e ° O p ,~ s mg y ~ "° 'o ~ ~ ~ r ~ S -I ~ ~ V -~ - ~ ~, ~ o ~ ~= III ~~ 3ii~ ~~ a ~~ ~ o t ~~ ~~~ IIE:B g 4 ,. ,~ r HOUSING AND REDEVELOPMENT A56HORITY HRA Letter No. Agenda August 1, 1994 Issue Statement: Adoption of a resolution approving Amendments to Contract For Private Redevelopment with CSM Corporation. Background: At the July 18, 1994 meeting, the HRA directed staff to review the above identified contract as a result of the revisions CSM made to their Phase I concept plan. A review of the contract and exhibits indicated a need for two changes: 1. .The legal description stated in Exhibit A is changed to specifically conform to the description as originally intended and stated in general terms. 2. The second change is in Exhibit D, the Limited Revenue Tax Increment Note. The note previously approved by the HRA was for 51,869,036. As a result of the modified Phase I concept plan, Phase I increased in size 2,121 square feet. The result is a note of 52,196,358. Recommended__Moton__ Approve the attached resolution which amends the contract for private redevelopment by modifying Exhibits A and D which change the legal description and the amount of the limited revenue note. Bas_is_ of.__Recommendation: 1. It is necessary to have a correct legal description. 2. The amount of the limited revenue note is based on the projected tax increment from Phase I. Because Phase I is larger, the tax increment will be larger. 3. The limited revenue note is a reimbursement to the developer for his excess expenses. A larger facility results in greater expenses. 4. Payments are made on the note only when the developer pays property taxes on Phase I. If taxes are not paid, no payment is made to the developer. 5. The note is an integral part of the contract. Alterna..tve Recommendation: 1. Delay action. 2. Identify alternatives. Discussion/Decision. Mode: A decision is needed August 1 to permit Phase I to move ahead. Res e lly submitted, Jame Prosser Exec ive Director JDP:ds JUL 26 '94 13 50 HOLMES & GRRVEN r.c RESOLUTION NO. RESOL'C7TION AMENDING CONTRACT ~'OR PRIV,A'TE DEVELOPMENT WHEREAS, the Housing and Redevelopment Authority in axed for the City of Richfield {the "HRA") did, on or ebout April ~8 , 199, execute and entex into a contract for private redevelopment {'Contract"} with CSM Corporation; and W~IER.EAS, it now becomes necessary that certain provisiax~s of the Contract be amended; and WFIER.EAS, the HRA has xeviewed the proposed amendments and the recommendations of its staff and being fully informed of the requested amendments, Npi+Ir, THEREFORE, EE IT RESOLVED by the HItA as follows 1. Exhibit A t4 the Contract is hereby amended to read as shown in the attached document entitled Exhibit A. 2 , Exhibit D to the Contract is hereby amended to read as showy in the attached docume~zt entitled Exhibit D . 3, In all other respects, the Contract remains unmodified and in full force and effect . HOUSING AND REDE'STELOPMENT RUTH©RITY IN AND ~'OR THE CITY Q~' RICHFIELD By Yts ATTEST: Jsn~~ssa RC125-68 EXHIBIT A REDEVELOPMENT PROPERTY DESCRIPTIONS I. Phase i Propa,~: FARCEL 1 The North 30 feet of the East Half of the Southeast Quarter of Southwest Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota PARCEL 2 That part of the followring described properties The South 85 feet of the West Half of the East Half of the Northeast Quarter of the Southwest Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota and Lot 8, NC)RTHFELT ADDITION, Hennepin County, Minnesota and Vacated or unvaeated 7?th Street West, as dedicated in the plat of N4R.THFELT ADDITION, Hennepin County, Minnesota Being described as follows Commencing at the southeast corner of the Northeast Quarter of the Southwest Quarter of the Southeast Quarter of said Section 33; thence South 89 degrees 41 minutes 41 seconds West, assumed bearing, along the south line of said Northwest Quarter of Southwest Quarter of Southeast Quarter 86. S$ feet to the point of beginning of the parcel to be described; thence northwesterly x.87.04 feet along anon-tangential curve concave to the northeast having a radius of 610.33 feet and a central angle of 1? degrees 33 minutes 32 seconds, the chord of said curve bears North 63 degrees 29 minutes 13 seconds West; thence South 38 degrees Ofi minutes 35 seconds West, not tangent to said curve, 32.47 feet; thence southerly along a tangential curve concave to the east having a radius of ].20.00 f®et to the south line of said Northeast Quarter of Southwest Quarter of Southeast Quarter, thence North 89 degrees 41 minutes 41 seconds East along said south line to the point of beginning. PARCEL S The North 240 feet of the East 112 of the Southeast 114 of the Southwest 1 /4 of the southeast 1/4 of Seetion 33> Township 28, Range 24, except the North Thirty (30) feet as described in Baok 1957 of Deeds, page 482, Hennepin County, Minnesota ;taD69401 A_ RC125-68 Subject to the interest of the City of Richfield in an easement for street purposes over the West 30 feet of said parcel. PARCEY, 4 The East 1B0 feet of the South 50 feet of the North 255 feet of the West 320 feet of the South 1 /2 of the Southeast 1 /4 of the Southeast 114 of Section 33, Township 28, Range 24, except the East 30 feet, according to the 'United States Government Surrey thereof and situate in Hennepin County, Minnesota. PARCEL S The North 255 feet of the West 32b feet of the South 1/2 of the Southeast ll4 of the Southeast 1 j4 of Section 33, Township 28, North Range 24, West of the 4th Principal meridian, except the East 30 feet thereof and except the West 130 feet of the East 160 fast of the South 50 feet thereof, Hennepin County, Minnesota Subject to the interest of the City of Richfield ixx an easement for street purposes dated October 19, 1953, filed December 2, 1953, as Document No. 2848415, aver the North 30 f+aet of said parcel. PARCEL 6 The South 90 Peet of the North 345 feet of the West 320 fast of the South One Half {S 1 / 2 } oP the Southeast Quarter { SE 1 /4 } of the Southeast Quarter (SE 1 I4 } of Section 33, Township 28 North, Range 24, West of the 4th Principal meridian, except the ~xst SO feet thereof, according to the United .States Government Survey thereof, Hennepin County, Minnesota. PARCEL 7 A11 that part of the West 320 feet of the South ]. / 2 of the Southeast Quarter of the Southeast Quarter of Section 33, Township Z8, Range 24, Except the North 34S feet thereof and except the parts thereof taken for highway purposes and except for Colfax Avenue South and Market Drive, according to the United States Survey thereof, Hennepin County', Minnesota. Subject to the rights of the State of Minnesota in certain aeces$ restrictions created by Final Certificates filed January 14, 1959 as Document No. 3159209 and flied July 17, 1963 as Document No. 3417875. PARCEL 8 That part of the East one-half of the Southeast quarter of the Southwest quarter of the Southeast quarter of Section S3, Towushlp 28, Range 24, whtch lies South of the North 240 feet thereof, except the West 30 feet thereof for Emerson Avenue and except that part taken for highway, Hennepin County, Minnesota. ,78D69401 A- Z RC12S-68 PARCEL 9 That part of the West 30 feet of the East Half of the Southeast Quarter. of the Southwest Quarter of the Southeast Quarter of Section 38, Township 28, Range 24, Iennepin County, Minnesota which lies South of the North 240 feet thereof except part taken for highway . ' Subject to the rights of the State of Minnesota in certain access restrictions created by Final Certificates filed January 9, 1952 as Document No. 2732832 and filed September 20, 19fi3 as Document No. 3431114. II. Phase II Pro~aerty: Parcel 1 (PID #33 028 24 44 0082) The West 29.5 feet of Lot 1 and the East 10.34 feet of Lot 2, Block 1, STRAND- BOWEN SECOND ADDITION, Hennepin County, Minnesota Pareel 2 (PID #83.028 24 44 0083) Lat 3 and the West 14.86 feet of Lat 2, Block 1, STRAND-BOWEN SECOND ADI?ITI©N, Hennepin County, Minnesota - Parcel 3 (PID #33 028 24 44 0084} Lots 4 and 5, Block 1, STRAND-BOWIIV SECOND ADDITION, Hennepin County, Minnesota Pareel 4 1~ID #33 02$ 24 44 0085 Lat B and the easterly 4.5 feet of Lat 7, Block 1, STRAND-BOWEN SECOND ADDITION, Hennepin County, Minnesota , Pareel 5 sFID #33 028 24.44 0086 That part of Lat 7 lying westerly of the easterly 4.5 feet thereof and the easterly 4.5 feet of Lat 8, all in dock 1, STRAND-BOWEN SECOND ADDI~ TIC?N, Hennepin County, Minnesota Parcel 8 (PID #S3 028 24 44 0087~(Tarrens_Cert. No.`579825) Ail of Lot 8, except the Easterly 4.S feet thereof; Lots S to 11 inclusive, Block 1, STRAND-BOWEN SECOND ADDITION, according to the recorded plat thereof, Hennepin County, MinYiesata Marcel 7 (PITS #33 028 24 44 0088) Lota 1 through 4 inclusive, Black 2, STRAND-BOWEN SECOND ADDITION, except highway, Hennepin County, Minnesota Pareel 8 (PID #33 028 24 44 00$5) (Torrens Cert. No. 526633) J8D69401 acxas-ss A- 3 Lots 5 to 11, inclusive, Block 2, STRAND-BOWEN SECOND ADDITION, according to the recorded plat thereof , Hennepin County, Minnesota Parcel 9 {pID #33 028 24 44 0073) Lots 1 and 2, Black 1, STRAND-BQWEN ADDITION TO RICHFIELD, Hennepin County, Minnesota Pgrael 10 {PID #33 028 24 44 0074 ) hots 3 and 4, Bloc1~.1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 11 (PID #33 028 24 44 0075) Lots 5 and 8, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin county, Minnesota Parcel 12 4PrD_ #33 p28 24 44 x076) Lots 7 and 8, Block 1, STRAND-BOWEN ADDITION TO RICHFIELD, Hennepin Couxzty, .Minnesota Parcel 13 (PID #33 028 24 44 0077) Lot 9 and that part of Lot 101ying east of the west 10.5 feet thereof, Block 1, STRAND-BOWEN ADDITION T4 RICHFIELD, Hennepin County, Minnesota Parcel 14 (PID #33 028 24 44 007$) Lot 11 and the west 10.5 feet of Lot 14, Block 1, STRAND-BOWEN ADDITION T4 RICHFIELD Also the east 10.5 feet of Lot 1, Block 1, STRAND-BOWEN SECOND ADDITION all in Hennepin County, Minnesota Parcel 15 (PiD #33 028 24 44 0081) Lots 8 to 11, inclusive, Block 2, STRAND-BOWEN ADDITION TO RICHFIELD, except highway, Hennepin County, Minnesota Parcel 16 (P~ ID #33 028 24 44 0080) Lots 4, 5, 6 and 7 and the west 1 foot of Lot 3, Block 2, STRAND-BOWEN ADDITION TO RICHFIELD, except highway, Hennepin County', Minnesota Parcel 17 t PID #33 0_, 28 24 44 0099) Lots 1 and 2 and that part oP Lot 8 lying east oP the west 1 foot thereof, Block 2, STRAND-BOWEN ADDITIOT~ TO RICHFIELD, except highwa~r, ~Ier3nepin County, Minnesota Parcel 18 ~FTD #33 028 24 44 0100) That part of the vacated Aldrich Avenue South as dedicated in the plat of STRAND-BOWEN ADDY"r'ION TO R.7CAFIELD. lying south of the south line of JHDfi9407. RC125-fib A- '~ West 77 112 Street and lying north of the north line of Interstate T3ighway 49A, Hennepin County, Minnesota Parcel 19 {PID #33 .028 29~ 44 0101) Lot 5, Block 2, ST'RAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 20 (PID #33 028 24 44 4097) Lot 4, Block 2, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 21 (PID #33 028 24 44 0098). Lota 2 and 3, Block 2, STRAND'S SECOND ADDITION TO RICHFIELD, I3ex~.n®pin Cr~unty, Minnesota . Pareel 22 (PID #33 028 24 44 0095) Lot l., Block 2, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 23 (PID #33 028 24 44 0084 f Lots 10 and 11, B1oek 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota - Pareel 24 PID #33 028 24 44 0093 I;ot 9, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Pareel 25 (PID #33 028 24 44 0092) That part of Lot $ Iying westerly of the easterly 6 inches thereof, Block 1, STRAND'S SECOND ADDITION TO RICHFIELD, Hennepin County, Minnesota Parcel 26 PID #33 028 24 44 0081 Lots 6 and ?and the easterly 6 inches of Lot 8; Black 1, STRAND'S SECOND ADDITION- TO RICHFIELD, Hennepin County, Minnesota Parcel 27 That part of vacated or unvacated Colfax A~reuue south as dedicated in the plat of STRAND-BOWEN SECOND ADDITION and That part of vacated or unvacated 77 1/2 Street West as dedicated in the plats o£ sTRANri-BOWEN SECOND ADDITION, STRAI3D-BOWEN ADDITION TO RICHFXEI.D, AND STRAND'S SECOND ADDITION and That part of vacated or unvacated Aldrich Avenue South as dedicated in the p]kst~ of ST&AND-BOWEN AnnT'7'TnN TO RYCFIFIELII and STRAND'S SECOND ,79p69601 - xcsas-be A- 5 ADDI'Y'ICN, Tying north of the south line of West 77 1 / 2 Street and lying south of the south line of 77th Street West all in Hennepin County, Minnesota Parcel 28 The North 255 feet of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Section 33, Township 2$, Range 24, Hennepin County, Minnesota Parcel 29 The South 90 feet of the North 345 feet of the East 30 feet of the West 320 feet of the South- Half of the Southeast Quarter of the Southeast Quarter of Section 33, Township 28, Range 24, Hennepin County, Minnesota ParceX 30 The South 89.2 feet of the North 434 , 92 Peet of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Sectian 33, Township 28, Range 24, Hennepin County, Minnesota Parce133 All that part of the East 30 feet of the West 320 feet of the South Half of the Southeast Quarter of the Southeast Quarter of Sectian 33, Township 28, Range 24, Hennepin County, Minnesota, EXCEPT the North 434.92 feet thereof and the parts thereof taken for highway purposes 3HD64i01 RC125-68 }~" s EXHIBIT D $2,196,35$ ~(INITED S'T'ATES OF AMERICA STATE OF MINNESOTA CoCJNTY OF HENNEPIN TI'YE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR. THE CITY OF "R,ICHFIELD LIMITED REVENUE TAX INCREMENT NOTE (PHASE I) : The Housi~o.g and Redevelopment Authority in and far the City of Richfield (the "Authority") , hereby acknowledges itself to be indebted and, fan value received, promises to pay to the order of CSM Corporation, Inc. , a Minnesota; corporation (the "Owner" } , solely from the source, to the extent and in the mapper hereinafter pro~rided, the original principal amount of this Note, being Two Million One Hundred Ninety Sax Thousand Throe Hundred Fifty Eight Dollars ($2,196, 35~) {the'fPrincipal Amount" } , together with interest thereon accrued from the date of this Note, at the rate of interest of eight and one half percent (B.S~) per annum (thy "Stated Rate"), in the amount and on the dates (the "Scheduled Payment Dates") set Earth on the Payment Schedule attached as Schedule A hereto and in the amounts stated thereon {the "Scheduled Payments") . Interest accruing from the date of this Note, shall be added to principal on asemi-annual basis on each August f and' February 1 until August 1, 1896 . Any payments on this Nate sha11 be applied first to accrued'irxterest and then to the Principal Amount in respect of which such payment is made . Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal, tend$r Par public and private debts and shall be made by check or draft made payable :to the Owner and mailed tc~ 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 Nii~nesota Statutes, g 469.174, of the Authority within and for the benefit of its Int~ erstate-L dyn~ale-Nicollet Redevelopment Project Area and Tax Increment. Financing Distx~i.et {"District" } . THE NOTE IS NOT A DEBT OF THE AUTIIORiTY, THE CITY OF RICHFIELD, OR TIE STATE OF MINNESOTA (THE "5TATE"), AND NEITHER'Y`HE AUTHORITY, THE CITY OF RICHFIELD, THE STATE NOR ANY POLITICAL SUBDIVISION 'i'~IEREOF SHALL 8E I.,IABLE ON THE NOTE, NOR. SIiALL THE NOTE 8E PAYABLE oUT' OF ANY FUNDS OR PROPERTYES OTHER TFIAl~ AVAILABLE~TAX INCREMENT, AS DEFINED BELOW . The Scheduled F2~yment of Haig Nate due on away Selaeduled Payme~at Date is payable solely from and onISr to the extent that the Authority shall have received as or such 5cae~duled I•uymazz~t A~-te t~Avu,i]~.1a].,~ 's'ASC rntrement." hereb~r defined b'y the+ JHD67326 AC125-b8 A-~ Authority as tax increment received from April 1, iS9~4 with respect to that certain real property located within the District and described in the attached Schedule B (hereinafter "Fraperty")after first deducting the HRA's ten percent administrative charges; but only to the extent that such tax increment has not been used to make a Scheduled Faymant as of the Scheduled Repayment Date, has not been used to make any required fiscal disparities payment . ~ Far purposes of this Note, a "Payment Date" shall mean each pf the Scheduled Payment Dates set Earth on Exhibit A attached hereto and each additional Payment Date required in connection with any of the terms of .this Note as set forth below, because of changes made in Minnesota ~tatutea, ~~ 469.174-4~~•17$• Notwithstanding anything to the cantrar~y fnln this Note, on eachi of the Payment Dates, the Authority shall pay to the dwner the Available Tax Increment up to a maximum of an amount necessary to amortize aver the term aP this Note, at the Stated Rate, all expenditures uxade by the Redeveloper to acquire axxd assemble. the Property. The Authorit~r's fiscal agent will review the statement of such expenditures and wily determine the amount payable annually end during the i'ul1 term of this Nate, said determination to be final. To the extent that an any Payment Date the Authority is unable to make a payment from Available Tear Increment as a result of having received, as of such date, no Available Tax Increment, such failure shall not constitute a default under this Nate and the amount of such Scheduled Payment (principal and interest) shall be deemed paid and, except as provided below, -the Authority shall have no obligation under this Note, or otherwise, to subsequently pay any such deficiency unless the deficiency is the direct result of the failure of the County to timely remit the proper amount of 1"ax Increment, in which case, such deficiency shall be paid promptly upon remittance by the County. This note shall terminate upon the earlier of i) the date when the Redeveloper has been fully reiu~bursed as reasonably determined by the Authority"s fiscal agent; ii} the date on which the Authority shall no longer be entitled to receive tax increment from the District; iii) the date on which this Note is otherwise ter~.inated according to its terms . This Nate shall terminate and the Authority's obligation to make any payments under this Note shall be discharged and the Authority shall have; na obligation and incur no liability to make any payments hereunder immediately upon the occurrence of an Event of Default under the Contract for Private Development, dated April. 29, 1994, between the Authority and the Owner, subject to the! Native and cure provisions of Section 9.2 thereof . , This Note shall not be payable Erato or constitute a charge upon any funds of the Authority or the City of Richfield and the Authority shall nab 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 harein specified . zYn the event that during the term of this Nate the City of Richfield makes either of the elections available to it under Laws 1882, Chapter b11, Article 9, Section 26, then the term "Available Tax Increment" shall also exclude the annual increase a~n tax increment resulting fx~am the election up to an amount necessary to amortize the $500,000 additian.al reimbursement aver the remaining term of the Note at 8.5~; per annum. JSDfi]326 AC1Z5-68 D I I The Owner shall never have or be deeated to have the righit tv compel arty exercise of any taxing power of this ,Authority or the City of Richfield or of any other public body, and neither the Authority or the City' of Richfield nqr any director, commissioner, council member, board member, officer, employee '.or agent of the Authority or the City of Richfield, nor any person exECUting or regi~ter°ing this Note shall be liable personally hereon by reason of the issuance or registration hereof or c,therwise . i This Note shall not tae transferable or assignable, in whole o~ 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 a successor purchaser of the project, but only with prier written notice thereof to the Autharity. This Note msy be prepaid in full at any time at the option of the Authority; axzd 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 wi11 be generated to permit such prepayment, Arid the parties agree upon the actual prepayment amount . This Note is issued pursuant proper action of the Authority land is entitled to the benefits thereof, r~vhich Resolution is inearporated herein by ~t-efe~eence. IT l.S HEREBX CERTIFIED AND RECITED that an eats, conditions, acid things required by the Constitution and law's of the State of Miut~esata tv; 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 arxd 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 WXTNESS WHEREOF, the Hoard of Commissioners of the Authority has caused this Nate to be executed by the manual signatures of the Chairperson and the Executive Airector of the Authority and has caused this Note to be dated 199. , Chairperson - , Executive Director JBD6~324 RciaS-68 r3~ 3 SCHEDULE A SCHEDULED SCHEDULED PAYMENT DATES PAYMENTS_ August 1, 1996 149, 798 ~"ebruary 1, 1997 149,708 August 1, 189? 149,798 February 1, 1998 149,788 788 149 August 1, 1998 February 1, 1989 , 149,788 August 1, 1999 149,788 798 148 ~`ebrusry 1, 2000. August 1, 2000 , 148, 798 February' 1, 2001 149 , 798. 798 199 August 1, 2001 February 1, 2002 ~ 149,798 August 1, 2002 140, 788 February 1, 2003 149,798 August 1, 2008 X99,798 798 149 February 1, 2004 August 1, 2004 , 149 , 798 February 1, 2005 149 , 788 798 149 August 1, 2005 February 1, 2006 , 149,798 August 1, 2008 190, 798 February 1, 200? 149,798 August 1, 2007 X49, 798 708 149 February 1, 2008 August 1, 2008 , 149,788 February 1, 2008 148,798 August 1, 2009 149,798 February 1, 2010 149,798 August }. , 2010 149, 788 February 1, 2011 149,798 August 1, 2011 149, 798 798 ; 149 February 1, 2012 , JHD67324 DRS RC125-68