HomeMy WebLinkAboutApril 17, 2001 Special MeetingCITY OF COLUMBIA HEIGHTS
590 40th Avenue N.E., Columbia Heights, MN 55421-3878 (763) 706-3600 TDD (763) 706-3692
Visit Our Website at: www. ci.columbia-heights. mn.us
ADMINISTRATION
Mayor
Gary L. Peterson
Councilmem bers
Marlaine Szurek
Julienne Wyckoff
Bruce Nawrocki
Robert A. Williatns
City Manager
Wait Fehst
Notice is hereby given that a special City Council meeting
is to be hem in the CITY OF COLUMBIA HEIGHTS as follows.'
Meeting of:
Date of Meeting:
Time of Meeting:
Location of Meeting:
Purpose of Meeting:
COLUMBIA HEIGHTS CITY COUNCIL
APRIL 17, 2001
6:00 - 6:30 P.M.
PARKVIEW VILLA COMMUNITY ROOM B
SUBORDINATION AGREEMENT
The following is the agenda for a special meeting of the City Council to be held at 6:00 p.m. on
Tuesday, April 17, 2001, prior to the Economic Development Authority meeting.
1. Call to Order/Roll Call
Appoint Secretary Pro-Tem
MOTION: Move to appoint Cher Bakken Secretary Pro-Tem for this meeting only.
Master Subordination Agreement and Estoppel Certificate -
MOTION: Move to approve the Master Subordination Agreement and Estoppel by and
between Columbia Heights Housing Limited Partnership I, a Minnesota limited
partnership, U.S. Bank National Association, the County of Anoka, Minnesota, and The
City of Columbia Heights, Minnesota, and authorize its execution, and direct the
authorized officials to execute the same, subject to modifications that do not alter the
substance of the agreement and are approved by such officials, provided that execution of
the agreement by such officials is conclusive evidence of their approval, and further
approve and ratify all actions taken by City staff, officials, and consultants prior to this
date with respect to the development described there.
Subordination Agreement
MOTION: Move to approve the Subordination Agreement by and among U.S. Bank
National Association, and the Columbia Heights Economic Development Authority, and
the City of Columbia Heights and authorize its execution, and direct the authorized
officials to execute the same, subject to modifications that do not alter the substance of
the agreement and are approved by such officials, provided that execution of the
agreement by such officials is conclusive evidence of their approval.
The City of Cohanbia Heights does not discriminate on the basis of disability in the admission or access to, or treatment or
employment in, its services, programs, or activities. Upon request, accommodation will be provided to allow individuals with
disabilities to participate in all City of Columbia Heights' services, programs, and activities. Auxiliary aids for handicapped
persons are available upon request when the request is made at least 96 hours in advance. Please call the City Council Secretary
at 706-3611, to make arrangements. (TDD/706-3692 for deaf or hearing impaired only)
THE CITY OF COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES
EQUAL OPPORTUNITY EMPLOYER
COLUMBIA HEIGHTS - CITY COUNCIL LETTER
Meeting of: April 17, 2001
AGENDA SECTION:
NO:
ITEM:
NO:
Master Subordination Agreement
and Estoppel Certificate
ORIGINATING DEPARTMENT:
CITY MANAGER
CITY MANAGERS
APPROVAL
BY: Walt Fehst
DATE: DATE:
BY:
BACKGROUND:
The attached Master subordination Agreement and Estoppel Certificate was provided to staff on April
11, 2001 by Dan Greensweig, Kennedy and Graven chartered. This agreement pertains to the Transition
Block Redevelopmerit Project and needs Board approval. Dan Greensweig will be present to explain the
agreement and answer any questions at our meeting on Tuesday, April 17, 2001.
RECOMMENDATION:
Staff is recommending Board approval of the Master Subordinantion Agreement and Estoppel
Certificate with suggested amendments.
RECOMMENDED MOTION:
Move to approve the Master Subordination Agreement and Estoppel by and between Columbia Heights
Housing Limited Parmership I, a Minnesota limited partnership, U.S. Bank National Association, the
County of Anoka, Minnesota, and The City of Columbia Heights, Minnesota, and authorize its
execution, and direct the authorized officials to execute the same, subject to modifications that do not
alter the substance of the agreement and are approved by such officials, provided that execution of the
agreement by such officials is conclusive evidence of their approval, and further approve and ratify all
actions taken by City staff, officials, and consultants prior to this date with respect to the development
described there.
COUNCIL ACTION:
MASTER SUBORDINATION AGREEMENT
AND
ESTOPPEL CERTIFICATE
THIS MASTER SUBORDINATION AGREEMENT shall have an effective date of
the 271h day of March, 2001, and is made and entered into by and between COLUMBIA
HEIGHTS HOUSING LIMITED PARTNERSHIP I, a Minnesota limited partnership (the
"Borrower"), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
"Bank"), THE COUNTY OF ANOKA, MINNESOTA, a political subdivision under the laws
of Minnesota (the "County"), and THE CITY OF COLUMBIA HEIGHTS, MINNESOTA, a
municipal corporation under the laws of the state of Minnesota (the "City").
NVITNESSETH
WHEREAS, Borrower has obtained (i) a mortgage loan from the Bank in an original
principal amount of Two Million One Hundred Seven Thousand Five Hundred Seventy and
no/100 Dollars ($2,107,570.00), which loan is secured by the Mortgage, Security Agreement and
Financing Statement and Assignment of Leases and Rents executed by Borrower in favor of the
Bank and other documents evidencing and securing the loan (collectively the "Bank Loan
Documents"), none of which has been disbursed, (ii) a mortgage loan from the County in an
original principal amount of Two Hundred Thirty-Four Thousand Eight Hundred Ninety-Four
and no/100 Dollars ($234,894.00) which loan is secured by a Mortgage executed by Borrower in
favor of the County and other documents evidencing and securing the loan (collectively the
"HOME Loan Documents"), none of which has been disbursed, (iii) a loan from the City in an
original principal amount of One Htmdred Thousand and no/100 Dollars ($100,000.00) which
loan is secured by a Loan Agreement and Promissory Note (collectively the "CDBG Loan
Documents"), none of which has been disbursed <(the Bank Loan Documents, the BOME
Loan Documents, the CDBG Loan Documents, and the MLCA Loan Documents are
collectively referred to herein as the "Loan Documents"}>, and (iv) a loan from the City in an
original principal amount of Two Hundred Thirty-One Thousand and no/100 Dollars
($231,000.00) which loan is secured by a Loan Agreement and Promissory Note (collectively the
"MLCA Loan Documents"), none of which has been disbursed, which loans will be used for the
acquisition and/or construction of improvements on property legally described on Exhibit A
attached hereto and incorporated h~rein by reference (the "Project");
WHEREAS, the Project will receive a -'~cncfits> <benefit> pursuant to a Housing
Development Agreement dated March 27, 2001 between the Borrower and the Minneapolis
Public Housing Authority in and for The City of Minneapolis, a public body corporate and
politic under the laws of the State of Minnesota CMPHA''), under which funds in an original
principal amount of Three Hundred Fifteen Thousand Nine Hundred and No/100 Dollars
($315,900.00) (the "MPHA Grant") will be provided to the Project under a Mixed-Finance
Amendment to Consolidated Annual Contributions Contract dated March 27, 2001 and that as a
condition of receiving such benefits which will be used for the acquisition and/or construction of
the Project, the Borrower is required to execute and to record the Declaration of Restrictive
Covenants given to the MPHA and to the United States Department of Housing and Urban
Development CHUD'') (the "Declaration"), which Declaration by its terms is intended to be
binding on the successors in interest to Borrower, including any successors in interest acquiring
the Project through foreclosure.
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and
valuable consideration, and in further consideration of the parties hereto making and entering
into the loans referred to herein, the parties hereto do hereby agree as follows:
Subordination. The parties hereto acknowledge that each of the Bank, the County, and
the City hereby consents to the terms of the Declaration, and further agree that the each of
the Bank Loan Documents, the HOME Loan Documents, the CDBG Loan Documents,
and the MLCA Loan Documents are subordinate to the Declaration.
Interpretation. The parties hereto are entering into and executing this Agreement in
order to establish the subordination and priority of the loans and documents referred to
herein, and to resolve any inconsistencies or conflicts in such documents and,
accordingly, such parties hereby agree, understand and acknowledge that the
enforceability of this Agreement is not, and shall not, be restricted, limited, or impaired
by the fact that not all of such parties are signatories to each or any of the documents
referred to and incorporated by reference herein.
Control by Most Stringent Requirements. Notwithstanding any provision to the
contrary contained herein, if any of the provisions contained in any Loan Documents or
the Declaration, impose occupancy requirements or limitations on returns that are
inconsistent with any other requirement contained in such documents, then the most
stringent provision contained in such documents shall control.
Additional Provisions. Each agreement and each and every covenant, agreement and
other provisions hereof shall be binding upon each of the parties hereto and their
successors and assigns and shall inure to the benefit of each of the parties thereto and
their successors and assigns and in particular to any subsequent holder of the loan
documentation referred to herein including in particular any person or entity advancing
any funds under the respective loan documents.
This agreement may be changed only by an instrument in writing executed by the parties
hereto. No waiver, amendment or modification by custom, usage or by implication shall
be effective unless in writing signed by the parties. This agreement shall not be construed
as altering, mending or modifying any of the terms and conditions of the
documentation> <Loan Doenments> referred to herein other than for the subordination
of priorities expressed herein.
Counterparts. This Agreement may be executed in any number of cotmterparts with
same effect as if all parties hereto had signed the same document. All such counterparts
shall be construed together and shall constitute one instrument, but in the making proof
hereof it shall only be necessary to produce one counterpart.
[the remainder of this page is intentionally blank]
IN WITNESS WHEREOF, the parties hereto have executed this Master Subordination
Agreement and Estoppel Certificate.
COLUMBIA HEIGHTS HOUSING LIMITED
PARTNERSHIP I, a Minnesota limited partnership
By: Columbia Heights Townhomes, LLC,
a Minnesota limited liability company
Its: General Partner
By:
Keith Jans
Its: Treasurer
STATE OF MINNESOTA )
COUNTY OF )
The foregoing Master Subordination Agreement was acknowledged before me this day of
~-~,:arch>< >, 2001 by Pauline Carlson, the Treasurer of Columbia Heights
Townhomes, LLC, a Minnesota limited liability company, General Partner of Columbia Heights
Housing Limited Parmership I, a Minnesota limited partnership, on behalf of said company and
partnership.
Notary Public
4
U.S. BANK NATIONAL ASSOCIATION, a
national banking association
By:
Its:
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of < >< >,
2001, by , of U.S. Bank National Association, a
national banking association, on behalf of the national banking association.
Notary Public
COUNTY OF ANOKA, MINNESOTA
By:
Its:
Approved as to form:
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of < >< >,
2001, by , , on behalf of the County of Anoka,
Minnesota.
Notary Public
6
CITY OF COLUMBIA HEIGHTS, MINNESOTA
By:
Its:
By:
Its:
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of < >< >,
2001, by , , on behalf of the City of Columbia
Heights, Minnesota.
Notary Public
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this __ day of < -'-< >,
2001, by , , on behalf of the City of Columbia
Heights, Minnesota.
Notary Public
THIS INSTRUMENT DRAFTED BY:
Norman L. Jones HI
3000 Dain Rauscher Plaza
60 South Sixth Street
Minneapolis, MN 55402
EXHIBIT A
LEGAL DESCRIPTION
Lot 1, Block 2 and Outlot B, Northwestem Second Addition, Anoka County, Minnesota.
.................. COMPARISON OF FOOTERS ..................
-FOOTER 1-
1
TC3:655386 v01 04/14/2000
COLUMBIA HEIGHTS - CITY COUNCIL LETTER
Special Meeting of: April 17, 2001
AGENDA SECTION:
NO:
ORIGINATING DEPARTMENT:
CITY MANAGER
ITEM: Approve Subordination Agreement BY: Walt Fehst
NO: DATE:
CITY MANAGERS
APPROVAL
BACKGROUND: The attached Draft Subordination Agreement was provided to staff on April 11,
2001 by Dan Greensweig, Kennedy & Graven Chartered. This agreement pertains to the Transition
Block Redevelopment Project and requires Board approval. Dan Greensweig will be present to
explain the agreement, suggest amendments thereto, and answer any questions at our meeting on
Tuesday, April 17, 2001.
RECOMMENDATION: Staff is recommending Board approval of the Subordination Agreement,
an Agreement among U.S. Bank National Association, a national banking ("Lender") and the
Columbia Heights Economic Development Authority, a body corporate and politic (the
"Authority") and the City of Columbia Heights, a body corporate and politic (the "City").
RECOMMENDED MOTION:
Move to approve the Subordination Agreement by and among U.S. Bank National Association, and
the Columbia Heights Economic Development Authority, and the City of Columbia Heights and
authorize its execution, and direct the authorized officials to execute the same, subject to
modifications that do not alter the substance of the agreement and are approved by such officials,
provided that execution of the agreement by such officials is conclusive evidence of their approval.
COUNCIL ACTION:
I Randy Schumacher - 128402.doc Page 1
DRAFT
SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT ("Agreement") is dated as of the day of
Anril 2001, by and among U.S. BANK NATIONAL
ASSOCIATION, a national banGng association ("Lender") and the COLUMBIA HEIGHTS
ECONOMIC DEVELOPMENT AUTHORITY, a body corporate and politic (the "Authority")
and the City of Columbia Heights CITY OF COLUMBIA HEIGHTS, a body corporate and
politic (the "City").
WITNESSETH
WHEREAS, the Authority, the City and Columbia Heights Transition Block LLC, a
Minnesota limited liability company ("Transition Block") are the parties to a certain Prelimina~
Development Agreement dated October 19, 2000, recorded in the office
of the Anoka County Recorder as Document No. (the "Original
Contract"); and
WHEREAS, the Original Contract contemplated that the Authority, the City and
Columbia Heights Housing Limited Partnership I, a Minnesota limited partnership ("Borrower")
would enter into a Definitive Development Agreement (as defined in the Original Contract) for
the redevelopment of a portion of the Project as twenty-two rental townhomes (the "Townhome
Project"), which Townhome Project is located on land legally described on Exhibit A attached
hereto and made a part hereof (the "Land"; the Land and the Townhome Project, together with
any other improvements now or hereafter constructed on the Land are collectively, the
"Project"); and
N:\PLXJEK~128402.wpd
-1-
~ Randy 8chumacher - 128402 .doc Page 2
WHEREAS, the Authority and Transition Block have entered into a certain Contract for
Private Redevelopment (the "Supplemental Contract") dated ,
recorded in the office of the Anoka County Recorder as Document No.
, which Supplemental ConU'act is the Definitive Development Agreement
contemplated by the Original Contract, which Supplemental Contract has been assigned by
Transition Block to Borrower (the Original Contract and the Supplemental Contract may be
referred to collectively, hereinafler, as the "Contract"); and
WHEREAS. City. NEI College of Technolo~ ("NEI"~ and Transition Block are oarties
to a certain Planned Unit Develonment Affreement dated March 6. 2001 recorded
in the office of the Anoka County Recorder as Document No.
· (the "PUD Am'cement"). oursuant to which Transition Block aereed to
construct or to cause Borrower to construct certain imnrovements as described in the PUD
A~reement: and
WHEREAS, Lender is contemplating making a loan to Borrower, which loan will be
evidenced by a certain Promissory Note A in the original principal amount of $685,000.00 and a
certain Promissory Note B in the original principal amount of $1,422,570 (Promissory Note A
and Promissory Note B may be referred to singly, hereinafter a "Note" and collectively as the
"Notes"), which Notes will be secured by a mortgage on the Project (the "Mortgage"; the Note,
the Mortgage and any other document evidencing and/or securing the loan evidenced by the Note
are hereinafter singly a "Loan Document" and collectively, the "Loan Documents"); and
WHEREAS, Lender will not make the contemplated loan unless the Authority and the
City execute and delivers this Agreement to Lender; and
WHEREAS, the Authority and the City understand that Borrower requires the proceeds
of the loan contemplated by Lender in order to perform certain of its obligations under the
Contract.
NOW THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
set forth below.
1. Subordination. The Authority and the City each agrees that their respective
interests interest in the Project and their respective interests in the Contract and each and every
provision thereof is subordinate to the Loan Documents and to the lien of the Mortgage and any
amendments, modifications and replacements to any of them, including, without limitation, (a)
any and all fight, title and interest the Authority or the City has, may have or may hereafter
acquire in the Project whether by virtue of recapture, reversion or revesting of title or otherwise;
N:\PL%JEIG128402,wpd
I Randy Schumacher - 128402 .doc Page 3 !
(b) any insurance proceeds; and/or (c) any condemnation awards with respect to the Project,
notwithstanding the order of recording or any other priority requirements which may otherwise
exist. The Authority and the City each further agrees that unless Lender expressly agrees in
writing with the Authority and the City to assume and perform Borrower's obligations under the
Contract, neither the Contract nor any provision of any nrovision thereof shall be personal
obligations of Lender, its affiliates, successors or assigns.
The Authority and the City each further agrees that, unless Lender or its successors or
assigns expressly agrees in writing with the Authority and the City, as applicable, to assume and
perform Borrower's obligations under the Contract. neither the Contract, nor any provision
thereof, shall be the personal obligation of Lender or its successors or assigns. In the event
Lender or its successors or assigns assumes in writing any of the obligations of the Borrower
under the Contract or the PUD A2reement, neither Lender nor its successors or assigns shall be
liable for any then existing defaults of Borrower, any misrepresentations of Borrower or any
breaches of any covenant, agreement or indemnification of Borrower which occurred prior to the
date on which Lender or such successor or assign acquires title to the Project. Further, if Lender,
its successors or assigns commences or completes a foreclosure action or accepts a deed in lieu
of foreclosure prior to the completion of construction of the Project, and Lender, its successors or
assigns expressly assumes Borrower's obligations under the Contract (subject to the limitations
contained in the second sentence of this paragraph), Lender, such successors or assigns shall
have the right to assign the Contract to any subsequent transferee of the Project upon such
transferee's express, written assumption of the Contract, it being understood and agreed that such
transferee shall not be liable for any then existing defaults of Borrower, Lender or any successor
or assign of Lender, any misrepresentations of Borrower, Lender, any successor or assign of
Lender or any breaches of any covenant, agreement or indemnification of Borrower, Lender or
any successor or assign of Lender which occurred prior to the date on which such transferee
acquires title to the Project.
2. Non-Apvlicabilitv of Certain Provisions. If Lender, any successor Or assign or any
third-party purchaser at a foreclosure sale {any of such parties hereinaRer a "New Owner")
expressly agrees to assume the Contract, the following provisions of the Contract shall not be
applicable to such party:
(a) As to the Original Contract:
(i) The New Owner shall not be liable for payment of any
Administrative Costs (as defined in the Original Contract) pursuant to Section 3.2.
(ii) In the event of an occurrence of a default or event of default under
any Loan Document, no New Owner shall have the obligation to construct or
-3-
N:\PL',JEK~128402.wpd
[ Randy Schumacher - '128402.doc Page 4
complete construction of the Minimum Improvements in accordance with
Sections 4.1, 5.1 or otherwise.
(iii) No New Owner shall be subject to any of the provisions of Section
8.3.
(b) As to the Supplemental Contract:
(i) The New Owner shall not be liable for payment of any
Administrative Costs (as defined in the Supplemental Contract) pursuant to
Section 3.4.
(ii) In the event of an occurrence of a default or event of default under
any Loan Document, no New Owner shall have the obligation to construct or
complete construction of the Minimum Improvements in accordance with
Sections 4.1, 5.1 or otherwise.
(iii) No New Owner shall be personally liable for the payment of real
estate taxes or any penalty or interest thereon, notwithstanding any provision of
Section 6.2.
(iv) No New Owner shall be subject to any of the provisions of Section
8.3.
(v) No New Owner shall be liable for any default by the owner of the
Senior Housing Project (as defined in the Supplemental Contract) under
subsections (i) and/or (ii) of Section 9.1, and, in the event of the occurrence of
such a default, such a default will not be an event of default under the
Supplemental Contract or allow the Authority to exercise its romedies thereunder.
3. Non-Avvlicabilitv of Certain Provisions of the Suvvlemental Contract Prior to
Foreclosure or Acceptance of a Deed In Lieu of Foreclosure. Notwithstanding any provisions of
Section 8.3, the Authority hereby agrees that the following shall not be prohibitions against
transfers contained in Section 8.3:
(a) the grant of the Mortgage and other liens as security for the Note and any
amendments, modifications or supplements thereto;
(b) the transfer of the Note, the Mortgage and the other Loan Documents by
Lender to any other holder or holders;
N:',PL\JEK~I28402.wpd
{Randy Schumacher-128402,doc Page 5.
(c) the commencement or completion of the foreclosure of the Mortgage or
the enfomement of Lender's other rights and remedies under the Mortgage and the other
Loan Documents;
(d) the purchase of the Project or any portion thereof at a foreclosure sale or
the acceptance of a deed in lieu of foreclosure to the Project or any portion thereof;
(v)Lr, l the transfer of the Project or any portion thereof to an affiliate or nominee
of the grantee of a deed in lieu of foreclosure;
{e)(.,Q the transfer of the Project or any portion thereof by the grantee of a deed in
lieu of foreclosure or any affiliate or nominee thereof to the next owner thereof which
was not an affiliate thereof; or
(4:)(,.gl the leasing of all or any portion of the Project for residential housing.
4, Non-AvvlicabiliW of Certain Provisions of PUD Am'cement. If ~Lender
l~ommences or completes any foreclosure nroceedinu or if Lender or any affiliate of Lender
aceeros a deed-in-lien of foreclosure. none of Lender. such affiliate or any successor or assi~,n
~hall be liable for the obligations of Transition Block. its successors or assigns. includin~
Borrower. for the oblic, ations of Develoner (as defined in the PUD A~reemenfi under Article II
~fthe PUD A~cement unless such ~artv expressly assumes such obli~zations in writing. Further.
after commencement or comnletion of foreclosure or accentance of any deed-in-lieu of
foreclosure. none of Lender. any affiliate of Lender or any successor or assign or either of them
shah be obliPated for any comoliance with laws nursuant to Section V.E. of the PUD Affreement
that reouire the exnenditure of any monies.
,Y,L ~i. Tax Increment Revenue Note. The Authority acknowledges and agrees that,
notwithstanding any provisions of the Contract or the Tax Increment Revenue Note (as defined
in the Supplemental Agreement) to the contrary, after a foreclosure sale or the acceptance of a
deed in lieu of foreclosure, upon assumption of the Contract by a New Owner, all proceeds of the
Tax Increment Revenue Note shall be paid to such New Owner.
~ li. Notice of Default. Each of the Authority and the City agrees to give Lender a
copy of any notice or demand given to Borrower with respect to any breach or default by
Borrower under the Contract, and agrees to allow Lender to cure such default and to accept such
cure from Lender for a period of thirty (30) days after the expiration of any Borrower cure period
therefor in the Contract; provided, however, that Lender shall have no obligation to cure any
default by Borrower. Lender agrees to give Authority and City copies of any notices given to
Borrower with respect to the occurrence of a default by Borrower under the Loan Documents and
-N:\PL'JEk~128402.wpd
I Randy Schumacher - 128402.doc Page 6
agrees to accept cure of any such default by Authority or City within any cure periods set forth in
the Loan Documents.
67. Insurance Proceeds. Notwithstand'rag any provision of the Contract to the
contrary, the Authority and the City each agrees that insurance proceeds resulting f~om any
casualty affecting the Project will be applied to the payment of the Note or to restoration of the
Project as provided in the Mortgage.
;z 8. Miscellaneous.
(a) The Authority and the City each acknowledges that Lender is not a party
to the Contract and that this Agreement constitutes the entire agreement among the
Authority, the City and the Lender with respect to the Contract, and that this Contract
may be amended only in a writing executed by the Authority and Lender or by the City,
the authority and Lender, as the case may be. No amendment or modification of any
Loan Document nor any waiver by Lender of an obligation of Borrower contained therein
shall require the consent of the Authority or the City.
(b) This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties hereto and
their respective successors and assigns, including any subsequent holder of the Mortgage.
(c) Any notice or other communication required or desired to be given heroin
shall be in writing and shall be deemed given, effective and received (i) upon personal
delivery; (ii) five (5) days after deposit in the United States mail, certified mail, return
receipt requested, postage prepaid; or (c) one (iii) business day after deposit with a
national overnight air courier, fees prepaid, to the parties at the following addresses:
To the City:
City of Columbia Heights
590 40t~ Avenue N.E.
Columbia Heights, Minnesota 55421
Attention: City Adrninisl~ator
To the Authority:
Columbia Heights Economic Development Authority
590 40th Avenue N.E.
Columbia Heights, Minnesota 55421
Attention: Executive Director
To Lender:
U.S. Bank National Association
2383 University Avenue
N:\PL',JEK~128402.wpd
I Randy Schumacher - 128402.doc Page 7,
St. Paul, Minnesota 55114
Attention: Mary Ruch
with a copy in any case to Borrower at:
Columbia Heights Housing Limited Partnership I
c/o Real Estate Equities
325 Cedar Street, Suite 400
St. Paul, Minnesota 55101
Any party or Borrower may designate an additional or another address upon giving notice
to the other party pursuant to this paragraph. For the purposes of this Section, "business
day" shall mean a day which is not a Saturday, a Sunday or a legal holiday of the State of
Minnesota.
(d) This Agreement may be executed in counterparts, all of which, when taken
together, shall constitute one and the same original.
g 9. EstoDoel. Authority and City hereby certify to Lender that:
(a) Except as may be provided in this Agreement, the Contract has not been
amended or modified in any respect, nor has any material provision thereof been waived
by the City or by the Authority, and the Contract is in full force and effect. The Contract
represents the entire agreement of the City, the Authority and Borrower as to all of the
subject matter dealt with therein.
(b) Neither the City nor the Authority has received any notice of its default
under the Contract from Borrower, and to the best of the knowledge of each of the City
and Authority, neither Borrower nor Transition Block is in default of any of its
agreements or obligations under the Contract.
(c) The Supplemental Contract constitutes the Definitive Development
Agreement as to the Rental Housing Project (as defined in the Original Contract) and that
the conditions of Section 3.4Co) of the Original Contract have been satisfied.
(d) The making by Lender of the loan evidenced by the Notes constitutes
satisfaction of Section 7.1 of each of the Original Contract and Supplemental Contract
and the Authority and the City hereby grants its consent and approval thereof.
(e) The Authority and the City, as applicable, have approved the Construction
Plans (as defined in the Original Contract and the Supplemental Contract) Plans for the
N:~PL\JEK~128402.wpd
~ Randy Schumacher - 128402.doc Page 8 =
Rental Housing Project.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
N:\PL~JEK~128402.wpd
-8-
~ Randy Schumacher- 128402.doc Page 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
CITY OF COLUIVIBIA HEIGHTS
By:
Its Mayor
By:
Its CityAdministrator
COLUMBIA
HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
By:
Its President
By:
Its Executive Director
U.S. BANK NATIONAL ASSOCIATION
By:
Its:
N:\PLXJEK~I28402.WlXI
-9-
] Randy Schumacher - 128402.doc Page 10
STATE OF MINNESOTA
)
COUNTY OF
The foregoing was acknowledged before me this day of , 2001, by
and the Mayor and City
Administrator, respectively, of the City of Columbia Heights, a municipal corporation under the
laws of Minnesota on behalf of the municipal corporation.
Notary Public
STATE OF MINNESOTA
)
COUNTY OF
The foregoing was acknowledged before me this ~ day of , 2001, by
, and , the President and Executive
Director, respectively, of the Columbia Heights Economic Development authority, a body
corporate and politic, on behalf of the public body.
Notary Public
STATE OF MINNESOTA
)
COUNTY OF
The foregoing was acknowledged before me this __ day of ,2001, by
, the of U.S. Bank National
Association, a national banking association on behalf of the national banking association.
N:\PL~JEK~128402.wpd
I Randy Schumacher - 128402,doc Page 11
Notary Public
N:\PL',JEK~50771 .wpd
I Randy Schumacher- 128402.doc Page 12,
THIS INSTRUMENT DRAFTED BY:
Fabyanske, Westra & Hart, P.A. (JEK)
920 Second Avenue South #1100
Minneapolis, Minnesota 55402
N:\PL~JEK\50771 .wpd
I Randy Schumacher- 128402.d0c Page 13
EXHIBIT A
Legal Description
I Randy Schumacher - 128402 .doc
Page 14:
CONSENT
Columbia Heights Transition Block LLC and Columbia Heights Housing Limited
Parmership I each hereby consents to the foregoing Subordination Agreement and Estoppel
Certificate and agrees to be bound thereby.
Dated: ,2001
COLUMBIA HEIGHTS TRANSITION BLOCK
LLC
By:
Its:
COLUMBIA HEIGHTS HOUSING LIMITED
PARTNERSHll~ I
By: Columbia Heights ~ Townhomes.
LLC
Its General Partner
By:
Terrence E. Troy
Its Managing Member
N:\PL\JEK~50771 .wpd
~ Randy Schumacher - 128402,doc Page 15
STATE OF MINNESOTA )
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
,2001, by , the of
Columbia Heights Transition Block LLC, a Minnesota limited liability company, on behalf of
the limited liability company.
Notary Public
) SS.
COUNTY OF )
STATE OF MINNESOTA )
The foregoing instrument was acknowledged before me this day of
, 2001, by Terrence E. Troy, the managing member of Columbia Heights
FII~ Townhomes, LLC, a Minnesota limited liability company, the general partner of
Columbia Heights Housing Limited Partnership I, a Minnesota limited partnership on behalf of
the limited liability company and the partnership.
Notary Public
N:\PL~JEK~50771 .wpd
~ Randy Schumacher - 128402.doc Page 16 i
This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the
differences between -
original document: N:XPLXJEK\50771 .WPD
and revised document: N:XPL~IEK\128381 .WPD
CompareRite found 16 change(s) in the text
Deletions appear as Strikethrough text
Additions appear as Double Underline text
N:\PL'JEK~50771 .wpd