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EDA AGN 12-11-00
CITY OF COLUMBIA HEIGHTS 590 40TH AVENUE N,E., COLUMBIA HEIGHTS, MN 5542 !-3878 (6 ! 2) 782-2800 TDD 782~2806 ECONOMIC DEVELOPMENT AUTHORITY December 11, 2000 EDACOMMISSIONERS Robert W.Ruettimann Patficia Jindra Donald G. Jolly Marlaine Szurek Gary L. Peterson Julienne Wyckoff John Hunter The following is the agenda for the Special Meeting of the Columbia Heights Economic Development Authority (EDA) to be held at 5:30 PM on Monday, December 11, 2000, in Conference Room 1, City Hall, 590 40th Avenue N.E., Columbia Heights, Minnesota. The EDA does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its accommodation will be provided to allow individuals with disabilities to participate in all EDA 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 EDA Secretary at 706-3670 to make arrangements (TDD 706-2806) for deaf or hearing impaired only. CALL TO ORDER/ROLL CALL. ADDITIONS/DELETIONS TO MEETING AGENDA. REPORT OF MANAGEMENT COMPANY. A. Shirley Barnes, CEO, Crest View Corporation. CITIZEN FORUM TO ADDRESS EDA ON MATTERS NOT ON AGENDA. (At this time, citizens have an opportunity to discuss with the EDA items not on the regular agenda. The citizen is requested to limit their comments to five minutes. Please note, the public may address the EDA regarding specific agenda items at the time the item is being discussed.) RECOGNITION, PROCLAMATIONS, PRESENTATIONS, GUESTS - NONE. PUBLIC HEARINGS. 1) Consider Sale of 4150 Central Avenue N.E. to Columbia Heights Transition Block, LLC - Ken Anderson MOTION: Move to approve the private negotiated sale of property at 4150 Central Avenue N.E., PIN 35-30-24-14-0092 to the Columbia Heights Transition Block, LLC as it is in the public interest to 1) eliminate blight, 2) provide adequate, safe, and sanitary dwellings for seniors needing services, and 3) the proposed plans have been approved and are in accord with the economic development policies of the City; said approval is subject to complying with all terms in the Purchase and Redevelopment Agreement; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. ITEMS FOR CONSIDERATION. A. Other Resolutions. 1) Resolution 2000-19, Resolution Approving Contract for Private Redevelopment and Issuance of $175,100 Note.- Ken Anderson. MOTION: Move to Approve EDA Resolution 2000-19, Being a Resolution Approving Contract for Private Redevelopment and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Directions for the Issuance of its $175,100 Taxable Tax Increment Revenue Notes, Series 2000; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. THE CiTY OF COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES EQUAL OPPORTUNITY EMPLOYER 2) Resolution 2000-20, Resolution Approving Contract for Private Development and Issuance of $780,000 Note -Ken Anderson. MOTION: Move to Approve Resolution 2000-20, Being a Resolution Approving Contract for Private Development and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Directions for the Issuance of its $780,000 Taxable Tax Increment Revenue Note, Series 2000. B. Bid Consideration. 1) Approval of Proposal for Parkview Villa Software and Hardware Package - Randy Schumacher. MOTION: Move to award the contract/proposal for software, installation, support and training to HAB, Inc. based on their bid dated 12-1-2000 and to authorize the acquisition of all necessary hardware per the I.S. Directors letter of 12-7-2000 with all expenditures to be funded from the operating reserve account; and furthermore, to authorize the President and Executive Director to enter into an agreement for the Sallie o 10. C. Other Business. 1) Center for Energy and Environment Contract Renewal - Ken Anderson. MOTION: Move to approve the Agreement for Administrative Services Between the Center for Energy and Environment and the Columbia Heights EDA (2000 CDBG and Home Improvement Program) based upon their proposal renewal dated December 11, 2000; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. 2) Master Redevelopment Plan for Downtown Columbia Heights - Walt Fehst. MOTION: Move to accept the Town Square Concept Plan of the Columbia Heights Downtown Master Plan to guide future redevelopment efforts with the goals of creating a positive identity for downtown Columbia Heights, strengthen ties among nearby neighborhoods, and to attract appropriate new business opportunities. ADMINISTRATIVE REPORTS. A. Report of the Deputy Executive Director - Ken Anderson. B. Report of the Executive Director - Walt Fehst. C. Committee/Other Reports. MEETINGS: A. The next Regular EDA meeting is scheduled for 6:00 p.m., Tuesday, December 19, 2000 at Jax Restaurant prior to Holiday Dinner. ADJOURNMENT by 7:00 p.m.. Walter R. Fehst, Executive Director H:\¢daAgenda2000\12-11-2000Special Mtg. ~'ssion of the Columbia 21eights Bconomic (Development Authority is to provide financialand technicalassistance and resources to residentia6 commercia6 and industrial interests to promote health, safety, welfare, economic development and redevelopment. Parkview Villa Housing Complex 965 N.E. 40th Avenue, Columbia Heights, MN 55421 605 · Fax (612) 782-0857 DATE: DECEMBER, 2000 TO: KEN ANDERSON, DIRECTOR OF COMMUNITY DEVELOPMENT; EDA SHIRLEY BARNES, CHIEF EXECUTIVE OFFICER; CREST VIEW COMMISSIONERS; COLUMBIA HEIGHTS EDA BOARD OF DIRECTORS; CREST VIEW FROM: ANITA KOTTSICK, HOUSING ADMINISTRATOR RE: NOV/DEC MANAGEMENT REPORT FOR PARKVIEW VILLA & 4607 TYLER PHYSICAL PLANT: Elevator modernization project- Punch list items have been completed. Work is now being done on replacement of worm gear. The large elevator should be out of service for approximately 3 weeks. ParkviewVilla North has had two separate leaks in heating pipes within apartments. Both leaks were repaired on 11/28/00 by an outside contractor who replaced a section of pipes. New phones installed in offices and line added to Community Room B to be used for elections. Repair to front entry door lock performed. It has been recommend that lock should be replaced at a future date as it is showing wear. Contractor is scheduled for the first part of December to repair window leaks in South building and reposition loose siding. This has been scheduled and rescheduled several times. Parkview Villa South has four apartments that need new heating zone valves. An outside contractor is schedule to complete repairs 12/6/00. The main sewer line for Parkview Villa South is scheduled to be cleaned 12/6/00. Owned by the EDA of the City of Columbia Heights Managed by Crest View Management Services Equal Housing Opportunity Agency OCCUPANCY: NORTH BUILDING: APT # VACANCY DATE 106 Dec. 31 202 Nov. 30 411 Dec. 31 704 Dec. 13 801 Nov. 23 903 Dec. 31 904 Oct. 31 NAME MOVE-IN DATE remodel to handicap accessible Opal Baker (internal) Shirley Pearson Terry Van Houssen Benedict Monroe Michael Pilarsi Barb Collins when ready when ready when ready Dec. 18 when ready Nov. 29 SOUTH BUILDING: APT# VACANCY DATE 218 Nov. 15 219 Oct. 31 221 Dec. 5 NAME MOVE-IN DATE Bernice Johnson (internal) Dec. 1 Delores Parker Dec. 1 working off list Waiting list totals are as follows: Parkview Villa North 20 CH Residents 41 Non-residents 4607 Tyler 5 CH Residents 7 Non-residents Parkview Villa South 29 CH Residents 17Non-residents MISC: For informational purposes the Parkview Villa calendar is attached. The office will be closed Dec. 23 Finally, I am planning on taking vacation December 11 thru December 15. The office assistant will be in the office until 1pm each day and I will be available by pager in the event of an emergency. ,i 0 C) CD (D ._.o E 2c~ 2==1 ,-,,,.c.I c.--.~',--/ =~"'c> E e~ I E e~:~[ E ,,xc f -~x $/ mx(a-c: =LUO '~ ~0 a.e/ EE~ (D o') ,ID 0 ~ ~z ~ z .[ z 0 ~ mo~ ~'~ e~ ~'~ e~ ~ ~E° ~EE oo~ ~,o~ ~-- 0 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meetir of: December 11 2000 AGENDA SECTION: Public Hearings ORIGINATING EXECUTIVE NO: ~ ~.~ DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Public Hearing, Consider Sale of /'X/L--~ 4150 Central Avenue N.E. to Columbia BY: Kenneth Anderso Heights Transition Block, LLC. DATE: December 6, 2000 - ISSUE STATEMENT: The EDA is requested to conduct a Public Hearing and consider the sale of the vacant lot at 4150 Central Avenue N.E. to the developer of the proposed 50 unit senior assisted building which is the Columbia Heights Transition Block, LLC. BACKGROUND/ANALYSIS: Minnesota Statutes Chapter 469 requires a public hearing be conducted before the sale of property by an Economic Development Authority. A public hearing notice was published in the Focus News on November 30, 2000 for the proposed sale. The property at 4150 Central Avenue N.E., PIN 35-30-24-14-0092, was acquired by the EDA from Anoka County as a tax forfeit property. The acquisition cost was approximately $100 for required filing fees. Since the acquisition, the EDA and City have contracted for the demolition of the former Columbia Professional Building at this site. The contract expense for the asbestos abatement and demolition and site restoration was $66,000 paid to the Contractor, Blue Earth Environmental Company of Mankato. The site is currently vacant of any structures. This property is proposed to be sold to the Columbia Heights 'Transition Block, LLC to allow for the construction of a three story, 50 unit senior assisted living facility that will provide living quarters for up to 68 residents. The increase in the estimated market value for construction of this facility will be $3,250,000 as shown in the TIF Cashflow report. We have attached a site plan and elevation drawings illustrating the proposed structure. Attached is a copy of the purchase agreement prepared by our legal counsel between the Columbia Heights Economic Development Authority and the Columbia Heights Transition Block, LLC to purchase this property for $1.00. RECOMMENDATION: Staff is recommending the sale of the property to the Columbia Heights Transition Block, LLC subject to the terms in the attached agreement. MOTION: Move to close the public hearing. MOTION: Move to approve the private negotiated sale of property at 4150 Central Avenue N.E., PIN 35- 30-24-14-0092 to the Columbia Heights Transition Block, LLC as it is in the public interest to 1) eliminate blight, 2) provide adequate, safe, and sanitary dwellings for seniors needing services, and 3) the proposed plans have been approved and are in accord with the economic development policies of the City; said approval is subject to complying with all terms in the Purchase and Redevelopment Agreement; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. ~.r..-,.Attachments [~__,-I ACTION: H: \consent Form\Public Hearing, 4150 Central 4336 4333 4323 4328 4321 4324 4319 4322 ~ 4304 ~ 4300 45RD :700 4256 4255 4252 4251 4250 4245 4246 4243 4242 4239 4238 4235 4232 4225 4223 4219 4213 4201 129.2' 4228 4224 4220 4210 4206 4200 129.2' 42ND 4157 4156 4152 4148 4149 4144 4141 4138 4137 4134 4131 4150 4125 4124 4119 4116 4113 4112 4107 4108 4105 4103 4102 41ST 4059 4058 ]--- 4055 (y') 40,~ 4301 AVE 4257 . 4256 4251 4250 4247 4246 4243 4240 4237 4238 4233 4228 4231 4229 4224 4221 4220 4217 4216 4213 4209 4208 4205 4204 4201 129.2' 129.2' AVE · 12g.2' 129.2' 4157 4156 4153 s 4149 4148 4145 4144 4141 4140 4137 4136 4135 4129 4125 4121 41t7 4113 4109 4105 272.3' 4300 4257 4245 4241 4237 4233 4225 4219 4211 4205 12g,:~' 129.2' 4256 4250 4244 4240 4236 4230 4224 4220 4216 4210 4206 4200 129.2' ~ 4157 625 N.E.I. I-- 838 I-- 4057 (d') 4054 (J') 4053 Updoted - 2/25/00 RN Updated - .3/15/00 RN 4257 4256 4253 4250 4249 4240 4243 4237 4230 4233 4227 4220 4221 4217 4216 4213 4207 4200 4201 41o~ /: APR 2 0 1992 ~C~'oo~ pI~Op~RtTy A K~n Anderson , december eighth: pUrChase a~'i:~em~nt for r:ea ~'s'tat~"~qu {j~s ~i. page ,I Second Draft December 8, 2000 PURCHASE AND REDEVELOPMENT AGREEMENT BY AND BETWEEN COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY AND This document was drafted by: KENNEDY & GRAVEN, Chartered 470 Pillsbury Center Minneapolis, MN 55402 (612) 337-9300 DJG- 189430v i CL205-11 Ken And~so0 -:, december eighth; purchase agreeement for rea! estate eq~ !i~ ~mer i ~ page2 J PURCHASE AND REDEVELOPMENT AGREEMENT THIS AGREEMENT is made as of the day of , 2000 by and between the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body politic and corporate under the laws of the State of Minnesota (the "Authority"), and (the "Developer"). WITNESSETH: WHEREAS, Authority is the fee owner of a parcel of property (the "Land") located in thc City of Columbia Heights, County of Anoka, State of Minnesota, and legally described as: [INSERT LEGAL] The Land and all rights, privileges, easements, tenements, hereditaments, and appurtenances belonging thereto, shall hereinafter be referred to as the "Property." WHEREAS, Authority deems it to be in the public interest to facilitate and encourage redevelopment of the Property by private activity; and WHEREAS, Developer has proposed a development ("Development") on the Property which Authority believes will promote and carry out the objectives of Authority, will be in the vital best interests of Authority, will promote the health, safety, morals, and welfare of its residents and will be in accord with the public purposes and provisions of the applicable state and local laws and requirements under which activities described herein have been undertaken and are being assisted; and WHEREAS, Developer proposes to use the Property to facilitate the construction of a project including affordable rental housing and senior assisted living (the "Project"), all as described in the Preliminary Development Agreement by and among the City of Columbia Heights, Authority, and Columbia Heights Transition Block LLC dated on or about October 19, 2000 (the "Preliminary Agreement") and as to be more fully described in the two contracts for private development between Authority and Developer or its one or more assigns and relating to the Minimum Improvements (the "Contracts"). WHEREAS, Developer is willing to purchase the Property and to develop the Property for and in accordance with the Preliminary Agreement and the Contracts; and WHEREAS, Authority desires to convey the Property to Developer and Developer is desirous of purchasing the same. 2 DJG-189430vl CL205-11 ~h'~'d~ers~: deCe~b~r:eiglith: ~a~Ch~ ~agr~m'~n~{o~ ~e~i '~tat~-~q~uiii~'c~r: Page 3 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows: AGREEMENT 1.0. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Columbia Heights Economic Development Authority. "City" means the City of Columbia Heights, Minnesota. "County" means the County of Anoka, Minnesota. "Date of Closing" means the effective date of the Contracts or, if the Contracts have different effective dates, the later of such effective dates. "Developer" means , or its permitted successors and assigns. "Event of Default" means an action by Developer listed in Section 17 of this Agreement. "Minimum Improvements" shall have the meaning given in the Preliminary Agreement. "Preliminary Agreement" shall mean the Preliminary Development Agreement by and among the City of Columbia Heights, Authority, and Columbia Heights Transition Block LLC dated on or about October 19, 2000. "Project Plan" means the Authority's project plan for the Authority's Central Business District Redevelopment. "Property" means the real property legally described in the first "Whereas" clause of this Agreement. "State" means the State of Minnesota. 2.0. Premises To Be Purchased. Subject to compliance with the terms and conditions of this Agreement, Authority shall sell to Developer and Developer shall purchase from Authority the Property. 3 DJG-189430vl CL205 - 11 3.0. Purchase Price. The purchase price ("Purchase Price") of the Property shall be $1.00 payable in cash or certified check on the Date of Closing. 4.0. Title To Be Delivered. Authority agrees to convey to Developer marketable fee simple title to the Property subject only to the encumbrances approved by Developer in accordance with Section 5.2. Should Developer determine Authority's title to the Property to be unmarketable, Developer may make objections to Authority's title in accordance with Section 5.2. Nothing contained in this Agreement shall be construed as a covenant requiring Authority to obtain marketable title to the Property if it is determined that Authority does not have marketable title. 5.0. Evidence Of Title. 5.1. Within fifteen (15) days of the date of this Agreement, Developer may, at its discretion and expense, obtain: (a) An Abstract of Title for the Property (or a Registered Property Abstract if title to the Property is registered) certified to date to include proper searches covering bankruptcies, tax liens, and state and federal court judgments and liens; or (b) An ALTA Form 1970 commitment for an Owner's title insurance policy (the "Commitment") pursuant to which the title insurer agrees to issue to Developer upon the recording of the documents of conveyance referred to herein an ALTA Form 1970 Owner's title insurance policy in the full amount of the Purchase Price, with standard exceptions. The Commitment shall include proper searches covering bankruptcies, state and federal judgments and liens, and levied and pending special assessments and shall be accompanied by copies of all recorded documents presently affecting the Property. 5.2. Developer shall have fifteen (15) business days after receipt of all the title evidence described in Section 5.1 above to render objections to title in writing to Authority and Authority shall have until the Date of Closing to remove such objections. If Authority shall fail to have such objections removed within said time, Developer may, at its sole election: (a) terminate this Agreement without any liability on its part; or Co) take title to the Property subject to such objections. Any objections not provided to Authority in accordance with this Section 5.2 shall be deemed waived. 6.0. Control of Property. Until the Date of Closing, AUthority shall have the full responsibility and the entire liability for any and all damages or injuries of any kind whatsoever to the Property, to any and all persons, whether employees or otherwise, and to any other property from and connected to the Property, except liability arising from the acts, omissions, intentional torts or negligence of Developer, its agents or employees. If, prior to the Date of Closing, all or a material portion of the Property shall be the subject of an action in eminent domain or a proposed taking by a governmental Authority, whether temporary or permanent, 4 DJG- 189430v 1 CL205-11 Developer, at its sole election, shall have the fight to terminate this Agreement without liability on its part, by so notifying Authority in writing. At its option, Developer may proceed to closing and in such event, Authority shall either assign to Developer all rights to recover any awards for such action in eminent domain or proposed taking or pay to Developer any such awards or any proceeds already received. 7.0. Representations by Authority and Developer. Authority and Developer make the following representations as the basis for their respective undertakings herein contained: 7. I. Representations of Authority. Authority represents and warrants that: (a) Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) Authority does not know of any '~vells" (within the meaning of Minnesota Statutes, Section 1031.005, Subd. 21) on the Property. This representation is intended to satisfy the requirements of Minnesota Statutes, Section 1031.235, Subd. l(a). If wells are found to be on the Property prior to the Date of Closing, Authority shall promptly notify Developer of the presence of such wells. (c) Authority discloses that there is not an individual sewage treatment system serving the Property. 7.2. Representations and Warranties by Developer. Developer represents and warrants that: (a) Developer has received no notice or communication from any local, State, or federal official that the activities of Developer or Authority on the Property may be or will be in violation of any environmental law or regulation (other than those notices or communications of which Authority is aware). Developer is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any corporate or partnership restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it is bound, or constitutes a default under any' of the foregoing. (c) Developer will construct, operate and maintain the Minimum Improvements in accordance with the terms of the Preliminary Agreement and the Contracts. 5 DJG-l$9430vl CL205-11 7.3. The representations and warranties set forth in this section shall be continuing and shall be true and correct as of the Date of Closing with the same force and effect as if made at that time. All such representations and warranties shall survive closing and shall not be merged in the delivery and execution of the deed or other instruments of conveyance called for in this Agreement. 7.4. Except for the representations and warranties of Authority expressly made herein, Developer is buying the Property on an "as is, .... where is," and "with all faults" basis, based upon its own investigation and judgment. 8.0. Review of Documents; Inspection. (a) Within ten daYs following the date of this Agreement, and to the extent such documents are available to Authority, Authority shall deliver to Developer the following documents: existing (i) reports (whether in draft or final form) of any environmental inspections, audits or examinations of the Property; (ii) reports of all engineering tests, inspections, and studies of the Property and (iii) reports of soil tests of the Property; all as Authority may have or be able to obtain copies of without expense (all such records, plans, permits and reports being hereafter referred to as the "Existing Tests"). (b) Any time and from time to time prior to the Date of Closing, Developer, and person or persons selected by Developer shall be permitted access to the Property for the purpose of conducting such studies and investigations of the Property as Developer deems appropriate, which studies and investigations shall be conducted at Developer's sole expense and pursuant to any other terms and conditions of this Agreement. Developer agrees to indenmify Authority against any liability, cost, or expense incurred by Authority as a result of Developer's actions, including but not limited to fines, court costs, attorneys fees, and remedial costs. This provision shall survive termination of this Agreement. 9.0. Conditions to Closing. The closing of the transaction contemplated by this Agreement and the obligation of Authority to sell the Property and of Developer to purchase the same shall be subject to the following conditions: 9.1. Authority Responsibilities: (a) Hold a public hearing and approve conveyance of the Property in accordance with law. (b) Approve and authorize the execution of the Contracts and all other documents necessary or desirable for the construction of the Minimum Improvements, and undertake all other actions necessary or desirable for the construction of the Minimum Improvements, provided that such approval, authorization, and undertakings shall be in the sole discretion of the 'Authority. 6 DJG-189430vl CL205-11 9.2. Developers Responsibilities: (a) Developer may review and approve preliminary title reports and surveys in accordance with this Agreement and may obtain an updated abstract of title commitment, at the cost of Developer, for the Property; (b) Approve and authorize the execution of the Contracts and all other documents necessary or desirable for .the construction of the Minimum Improvements, and undertake all other actions necessary or desirable for the construction of the Minimum Improvements, and cause the City's approval and authorization of execution of all. documents or desirable documents for the construction of the Minimum Improvements, and undertaking of all other actions necessary or desirable for the construction of the Minimum Improvements, provided that such approval, authorization, and undertakings shall be in the respective sole discretion of the City and Developer. 9.3. If at any time prior to Authority's conveyance of the Property to Developer, Authority determines in its sole discretion that it cannot or will not satisfy the contingencies set forth in Section 9.1 Co) and so notifies Developer, or Developer determines in its sole discretion that it cannot or will not satisfy the contingencies set forth in Section 9.2 (b) and so notifies Authority, this Agreement shall terminate and neither party shall have any further rights or obligations hereunder, except as expressly set forth herein. 10.0. Closing. The closing shall take place on the Date of Closing or on such other date as Authority and Developer may mutually agree in writing. The closing shall take place at such place as Authority and Developer may reasonably determine. Possession of the Property shall be delivered on the Date of Closing. 11.0. Authority's Obligations at Closing. On or prior to the Date of Closing, Authority shall: 11.1. Execute, acknowledge and deliver to Developer a quit claim deed, with a right of reverter, to the Property conveying to Developer marketable fee simple title to the Property, subject to the limitations contained in Sections 4.0 and 5.2 hereof, and all rights appurtenant thereto subject only to the encumbrances approved by Developer in accordance with Section 5.2. 11.2. Deliver to Developer an-affidavit of Authority in recordable form identifying Authori/y as the owner of the Property free and clear of all encumbrances except the encumbrances approved by Developer in accordance with Section 5.3, that all work, labor, services and materials furnished to or in connection with the Property have been fully paid for so that no mechanic's, materialmen's, or similar lien may be filed against the Property. 1.3. In the event the quit claim deed described in Section 11.1 does not contain the 7 DJG- 189430v I CL205-11 1.4. or applicable 1.5, transaction. 1.6. Agreement. statement "The Seller certifies that the Seller does not know of any wells on the described real property", Authority shall execute and deliver to Developer a Well Disclosure Certificate as required in Minnesota Statutes, Section 1031.235 indicating that all wells have been properly abandoned and sealed by a licensed well contractor, all as required by the rules and regulations issued to Minnesota Statutes, Section 1031.501 (a)(2). Deliver to Developer such other documents as may be required by this Agreement law. Deliver to Developer evidence of Authority's authorization to complete this Execute and deliver to Developer a closing statement consistent with this 12.0. Developer's Obligations at Closing. At closing, and subject to the terms, conditions, and provisions hereof and the performance by Authority of its obligations as set forth above, Developer shall: 12.1. Deliver to Authority the Purchase Price payable by Developer's certified or cashier's check or equivalent. 12.2. Execute, and/or deliver to Authority such other documents as may be required by this Agreement or applicable law. 12.3. Execute and deliver to Authority a closing statement consistent with this Agreement. 13.0. Closing Costs. The following costs and expenses shall be paid as follows in connection with the closing: 13.1. Developer shall pay the following costs in connection with the closing. (a) All abstracting expenses, the cost of issuing the title commitment, and the cost of copies of all additional title documents necessary for the examination of title. (b) Any title insurance premiums. (c) Any filing fee to record the quit claim deed and related documents. (d) State Deed Tax upon delivery of the quit claim deed to Developer. (e) Authority's attorneys fees in connection with acquisition of the Property by Authority and conveyance to Developer, such fees to be paid in 8 DJG- 189430v 1 CL205-11 accordance with and pursuant to the Preliminary Agreement and the Contracts. (f) Developer's attorneys fees. 14.0. Prorations. The following prorations shall be made as of the Date of Closing and subsequent to the Date of Closing to the extent actual information is unavailable on the Date of Closing: 14.1. All utilities furnished to the Property. 14.2. Real estate taxes and special assessments as hereinafter provided. 15.0. Taxes and Special Assessments. Except as provided herein, Authority shall pay the real estate taxes and special assessments relating to the Property which are due and payable in all years prior to the year of closing, and any and all deferred real estate taxes and all levied and pending special assessments at the closing of the sale. The parties agree and understand that, as of the date of this Agreement, there are no outstanding deferred real estate taxes or levied or pending special assessments, and that the Property is exempt from real estate taxes for payable year 2000; except, however, the parties agree and understand that as of the date of this the City is in the process of levying special assessments for its Central Avenue Improvement Project, City Project No. 9912, that Developer shall be solely responsible for paying all such assessments, and that Authority shall have no obligation to pay any or all of such assessments, at closing or otherwise. 16.0. Brokerage. Developer and Authority each represent and warrant to the other that they have not engaged the services of any broker in connection with the purchase contemplated by this Agreement. Each party hereby agrees to indemnify and hold the other hanuless of any claim made by a broker or sales agent or similar party for a commission due or alleged to be due on this transaction. 17.0 Default. The following default provisions govem this Agreement. 17.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its pan to be observed or performed hereunder, but only if such failure has not been cured within (30) thirty days after receipt by the defaulting party of written notice of such failure or, if the failure is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party within such thirty- day period that the failure will be cured and will be cured as soon as reasonably possible. Subject to the foregoing notice and cure periods, nothing in this Section shall limit Authority's fight to exercise any remedy to which it is entitled under any other provision of this Agreement. 17.2. Remedies on Default. Whenever any Event of Default referred to in 9 DJG-189430vl CL205-11 Paragraph 17.1 of this Agreement occurs, the non-defaulting party may: (a) Suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under this Agreement. (b) Cancel and rescind or terminate this Agreement. (c) Take whatever action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. (d) Enforce the specific performance of this Agreement. 17.3. Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Developer. In the event that, subsequent to conveyance of the Property to Developer and prior to the issuance of a "Certificate of Completion" (as such shall be defined by the Contracts): (a) Authority and Developer (or Authority and assignees of Developer acceptable to Authority) fail to enter into the Contracts in their respective sole discretion; or (b) if Developer and Authority enter into the Contracts, Developer fails to construct or cause to be constructed the Minimum Improvements in accordance with the Contracts. Then Authority shall have the right to re-enter and take possession of the Property and to terminate and revest in Authority the estate conveyed pursuant to the Deed to Developer, it being the intent of this provision, together with other provisions of this Agreement, that the conveyance of the Property to Developer shall be made upon, and that any instrument conveying title from Authority to Developer of the Property shall contain a condition subsequent to the effect that in the event of any default on the part of Developer and failure on the part of Developer to remedy, end, or abrogate such default within the period and in the manner stated in such subdivisions, Authority at its option may declare a termination in favor of Authority of the title, and of all the rights and interests in and to the Property conveyed to Developer, and that such title and all rights and interests of Developer, and any assigns or successors in interest to and in the Property, shall revert to Authority. 17.4. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in Authority of title to and possession of the Property as provided in Section 17.3, Authority shall, pursuant to its responsibilities under law, use its best efforts to sell the Property or part thereof as soon and in such manner as Authority shall find feasible 10 DIG-189430vl CL205-11 and consistent with the objectives of such law and of the Project Plan to a qualified and responsible party or parties (as determined by Authority) who will assume the obligation of making or completing the Minimum Improvements or such other improvements in their stead as shall be satisfactory to Authority in its sole discretion and in accordance with the uses specified for the Property. Upon such resale of the Property, the proceeds thereof shall be applied: (a) First, to reimburse Authority for all costs and expenses incurred by Authority, including but not limited to salaries of personnel, in connection with the recapture, management, and resale of the Property or part thereof (but less any income derived by Authority from the property or part thereof in connection with such management); all taxes, assessments, and water and sewer charges with respect to the property (or, in the event the Property is exempt from taxation or assessment or such charge during the period of ownership thereof by Authority, an amount, if paid, equal to such taxes, assessments, or charges (as determined by Authority assessing official) as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part thereof at the time of revesting of title thereto in Authority or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Developer, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Minimum Improvements or any part thereof on the Property; financial assistance made by Authority to Developer or its assignees pursuant to the contracts and/or any other agreement relating to the Minimum Improvements (less any portion thereof previously repaid by Developer); and any amounts otherwise owing Authority by Developer and its assignees; and (b) Any balance remaining after such reimbursements shall be returned to Developer. 17.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the any party in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Authority to exercise any remedy reserved to it, it shall' not be necessary to give notice, other than such notice as may be required in this Section. 17.6. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 11 DJG-189430vl CL205-11 18.0. Miscellaneous. The following general provisions govern this Agreement. 18.1. Construction. The captions and headings of the various sections of this Agreement are for convenience only and are not to be construed as defining or as limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits, the singular shall include the plural, the plural shall include singular, and the, masculine, feminine and neuter shall be f~eely interchangeable. 18.2. Assignability. This Agreement and the rights set out herein may not be assigned by Developer without prior written approval by Authority. 18.3. Entire Agreement. This Agreement may be amended, modified, or terminated only by an instrument signed by the parties. 18.4. Counterparts. For the convenience of the parties, any number of counterparts hereof may be executed and each such executed counterpart shall be deemed an original, but all such counterparts together shall constitute one and the same Agreement. 18.5. Binding Effect. This Agreement shall inure to the benefit of and bind the respective heirs, executors, administrators and assigns of Developer and Authority, including without limitation any successor in interest to either Developer or Authority with respect to this Agreement or the Property or both. 18.6. Conflict of Interests; Authority Representatives Not Individually Liable. Authority and Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this' Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official, or employee of Authority shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by Authority, or for any amount which may become due to Developer or successor or on any obligations under the terms of this Agreement. 18.7. Restrictions on Use. Developer agrees that Developer, and its successors and assigns: (a) shall not discriminate upon the basis of race, color, creed, sex, national origin, or any other classification prohibited by law in the sale, lease, rental, or use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof; and (b) shall otherwise comply with the restrictions on use set forth in this Agreement. 18.8. Provisions Not Merged With Deeds. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the 12 DSG- 189430v 1 CL205-I 1 provisions and covenants of this Agreement. 18.9. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Authority, is addressed to or delivered personally to the Authority at 590 40th Avenue N.E., Columbia Heights, MN, Arm: Executive Director; and (b) in the case of the Developer, is addressed to or delivered and personally to , 325 Cedar Street, Suite 400, St. Paul, MN 55101; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section 18.6. 18.10. Attorney Fees. Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written demand by the Authority, pay to the Authority the fees of such attorneys and such other expenses so incurred by the Authority. 18.11 Continuation of Certain Obligations. Nothing in this Agreement shall act to modify, amend, or otherwise relieve the Developer of its obligations and undertakings as stated in the Planned Unit Development Agreement, or any other agreement to which the Developer or ihe Developer's assigns is aparty with the City or the Authority. 18.12. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the state or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. 18.13. Limitation on Liability. Nothing in this Agreement shall be construed as a limitation on or a waiver of any limitation on or immunity from liability to which authority is entitled, under Minnesota Statutes, Chapter 466 or otherwise. 13 DIG-189430vl CL205-11 IN WITNESS WHEREOF the Authority and the Developer have caused this Agreement to be duly executed in their name and on their behalf, with actual execution on the dates set forth below. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its By. Its DATE: ,2000 STATE OF MINNESOTA ) ) SSo COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of ,2000 by and , the and and of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. Notary Public 14 DJG-189430vl CL205-11 I Ke~'Anders°n- december eighth :'pui:chase a~'~e'ee~n~ f0i: rea DEVELOPER DATE: ,2000 By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this by and , the of , a Minnesota , on behalf of the day of ,2000 and Notary Public SJB-151 $6~v~ CL205-7 A-15 http://www.revisor, leg. stat¢.nm.us/cgi-bin/getstatchap.p payment with its promise to impose, maintain, and collect enough rentals, rates, and charges, for the use and occupancy of the facilities and for services furnished in connection with the use and occupancy, to pay its current expenses to operate and maintain the named facilities, and to produce and deposit sufficient net revenue in a special fund to meet the interest and principal requirements of the bonds, and to collect and keep any more money required by the resolutions. The authority shall decide what constitutes "current expense', under this subdivision based on what is normal and reasonable under generally accepted accounting principles. Revenues pledged by the authoritymust not be used or pledged for any other authority purpose or to pay any other bonds issued under this section or under section 469.102, unless the other use or pledge is specifically authorized in the bond-authorizing resolutions... Subd. 6. Not city debt. Revenue bonds issued under this section are not a debt of the author~y's city nor a pledge of that city's full faith and credit. The bonds are payable only from project revenue as described in this section. A revenue bond must contain on its face a statement to the effect that the economic development authority and its city do not have to pay the bond or the interest on it except.from revenue and that the faith, credit, and taxing power of the city are not pledged to pay the principal of or the interest on the bond. Subd. 7. Not appliCable. Sections 469.153, subdivision 2, paragraph (e), and 469.154, subdivisions 3, 4, and 5 do not apply to revenue bonds issued under this section and sections 469.152 to 469.165 if the interest on the revenue bonds is subject to both state and federal income tax or if the revenue bond proceeds are not loaned by the authority to a private person. Subd. 8. Tax increment bonds. Obligations secured or payable from tax increment revenues and issued pursuant to this section or section 469.102 are subject to the provisions of section 469.178. HIST: 1987 c 291 s 104 ==469.104 469.104 Sections that apply if federal limit applies. Sections 474A.01 to 474A.21 apply to obligations issued under sections 469.090 to 469.108 that are limited by a federal limitation act as defined in section 474A.02, subdivision 9, or existing federal law as defined in section 474A.02, subdivision 8. HIST: 1987 c 291 s 105 ==469.105 469.105 Sale of property. Subdivision 1. Power. An economic development authority may sell and convey property owned by it within the city or an economic development district if it determines that the sale and conveyance are in the best interests of the city or district and its people, and that the transaction furthers its general plan of economic development. This section is not I 11 of 270 11/27/00 9:54 AM htlp://www.revisor, leg.state.mn.us/cgi-bin/getstatchap.p limited by other law on powers of economic development authorities. Subd. 2. Notice; hearing. An authority shall hold a hearing on the sale. At the hearing a taxpayer may testify for or against the sale. At least ten, but not more than 20, days before the hearing the authority shall publish notice of the hearing on the proposed sale in a newspaper. The newspaper must be published and have general circulation in the authority,s county and city. The notice must describe the property to be sold and state the time and place of the hearing. The notice must also state that the public may see the terms and conditions of the sale at the authority,s office and that at the hearing the authority will meet to decide if the sale is advisable. Subd. 3. Decision; appeal. The authority shall make its findings and decision on whether the sale is advisable and enter its decision on its records within 30 days of the hearing. A taxpayer may appeal the decision by filing a notice of appeal with the district court in the city or economic development district's county and serving the notice on the secretary of the authority, within 20 days after the decision is entered. The only ground for appeal is that the action of the authority was arbitrary, capricious, or contrary to law. Subd. 4. Terms. The terms and conditions of sale of the property must include'the use that the bidder will be allowed to make of it. The authority may require the purchaser to file security to assure that the property will be given that use. In deciding the sale terms and conditions the authority may consider the nature of the proposed use and the relation of the use to the improvement of the authority's city and the business and the facilities of the authority in general. The sale must be made on the authority's terms and conditions. The authority may publish an advertisement for bids on the property at the same time and in the same manner as the notice of hearing required in this section. The authority may award the sale to the bid considered by it to be most favorable considering the price and the specified intended use. The authority may also sell the property at private sale at a negotiated price if after its hearing the authority considers that sale to be in the public interest and to further the aims and purposes of sections 469.090 to 469.108. Subd. 5. One-year deadline. Within'one year from the date of purchase, the purchaser shall devote the property to its intended use or begin work on the improvements to the property to devote it to that use. If the purchaser fails to do so, the authority may cancel the sale and title to the property shall return to it. The authority may extend the time to comply with a condition if the purchaser has good cause. The terms of sale may contain other provisions that the authority considers necessary and proper to protect the public interest. A purchaser must not transfer title to the property within one year of purchase without the consent of the authority. Subd. 6. Covenant running with the land. A sale made under this section must incorporate in the deed as a covenant running with the land the conditions of sections 469.090 to 469.108 relating to the use of the land. If the covenant is violated the authority may declare a breach of the covenant and I12 of 270 11/27/00 9:54 AM http://www.revisor, leg.state.mn.us/cgi-bin/getstatchap.p seek a judicial decree from the district court declaring a forfeiture and a cancellation of the deed. Subd. 7. Plans; specifications. A conveyance must not be made until the purchaser gives the authority plans and specifications to develop the property sold. The authority must approve the plans and specifications in writing. The authority may require preparation of final plans and specifications before the hearing on the sale. HIST: 1987 c 291 s 106 ==469.106 469.106 Advances by authority. An authority may advance its general fund money or its credit, or both, without interest, for the objects and purposes of sections 469.090 to 469.108. The advances must be repaid from the sale or lease, or both, of developed or redeveloped lands. If the money advanced for the development or redevelopment was obtained from the sale of the authority's general obligation bonds, then the advances must have not less than the average annual interest rate that is on the authority's general obligation bo~ds that are outstanding at the time the advances are made. The authority may advance repaid money for more objects and purposes of sections 469.090 to 469.108 subject to repayment in the same manner. The authority must still use rentals of lands acquired with advanced money to collect and maintain reserves to secure the payment of principal and interest on revenue bonds issued to finance economic development facilities, if the rentals have been pledged for that purpose under section 469.103. Advances made to acquire lands and to construct facilities for recreation purposes if authorized by' law need not be reimbursed under this section. Sections 469.090 to 469.108 do not exempt lands leased from the authority to a private person, or entity from assessments or taxes against the leased property while the lessee is liable for the assessments or taxes under the lease. HIST: 1987 c 291 s 107 ==469.107 469.107 City may levy taxes for economic development authority. Subdivision 1. City tax levy. A city may, at the request of the authority, levy a tax in any year for the benefit of the authority. The tax must be not more than 0.01813 percent of taxable market value. The amount levied must be paid by the city treasurer to the treasurer of the authority, to be spent by the authority. Subd. 2. Reverse referendum. A city may increase its levy for economic development authority purposes under subdivision 1 in the following way. Its city council must first pass a resolution stating the proposed amount of levy increase. The city must then publish the resolution together with a notice of public hearing on the resolution for two successive weeks in its official newspaper or if none exists in a newspaper of general circulation in the city. The hearing must be held two to four weeks after the first publication. After the hearing, 113 ot'270 11/27/00 9:54 AM COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meetir of: December 11 2000 AGENDA SECTION: Items for ORIGINATING EXECUTIVE Consideration, Other Resolutions. DEPARTMENT: EDA DIRECTOR NO: 7-A-1 APPROVAL ITEM: Resolution 2000-19, Resolution BY: Kenneth Anderson BY: approving Contract for Private DATE: December 7, 2000o, Redevelopment and Issuance of $175,100 .~ .~- Note. ' ISSUE STATEMENT: This is a request to approve the authorizing resolution 2000-19, which will approve the contract for private redevelopment between the EDA and the Columbia Heights Transition Block, LLC to construct a 22 trait affordable rental home project and to issue a TIF note in the amount of $175,100 at 9.5% interest. BACKGROUND/ANALYSIS: Attached you will find an authorizing resolution 2000-19 which is a Resolution Approving a Contract for Private Development and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Directions for the Issuance of its $175,100 Taxable Tax Increment Revenue Note, Series 2000. This contract will allow for the construction of the 22 unit affordable rental townhome project being developed by the Columbia Heights Transition Block, LLC. The resolution allows for the EDA to approve the contract for private development, the NEI Development Agreement, and the Purchase Agreement for the sale of property at 4150 Central Avenue N.E. Please see the attached letter dated December 8, 2000 sent by the EDA Legal Counsel, Dan Greensweig, Kennedy and Graven, Chartered. Mr. Greensweig will be present to discuss the contents of these documents in detail and answer any questions the Commissioners or public may have regarding this request. MOTION: Move to waive the reading of Resolution 2000-19, there being ample copies available to the public. RECOMMENDED MOTION: Move to approve EDA Resolution 2000-19, Being a Resolution Approving Contract for Private Redevelopment and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Directions for the Issuance of its $175,100 Taxable Tax Increment Revenue Notes, Series 2000; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. Attachments DA ACTION: \consent Form\Resolution 2000-19 Columbia Hdghu City Council/EDA December 8, 2000 Page 1 of 4 CHARTERED 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 (612) 337-9300 telephone (612) 337-9310 fax http://www, kennedy-cjraven.com D~L J. GI~I~Nsw~I~ A~torney at Law Di~ ~ (612) 337-~31 ~1: ~ig~-~.~m December 8, 2000 Mayor and City Council City of Columbia Heights' 590 40~' Avenue, NE Columbia Heights, MN 55421 President and Commissioners Columbia Heights Economic Development Authority 590 40~ Avenue, NE Columbia Heights, MN 55421 Mayor and Councilmembers City of City of Columbia Heights 590 40th Avenue NE Columbia Heights, MN 55421 BYE-MAIL On Monday, December 11, 2000, the City Council and Economic Development Authority will be considering a number of documents relating to the affordable housing and senior housing projects proposed b~, Real Estate Equities and Crest View. Some of these documents have been prepared or reviewed by your city attorney, such as the NEI Development Agreement, and Mr. Hoe/t is better situated to discuss them than I am. Our fn'm has prepared Ore reviewed a number of them, however, and I would like to briefly describe those. I will also be present at your December 11 meetings, as will representatives of the developers, and will of course be happy to discuss them in more detail and answer your questions at that time. DJG- i 86055v3 CL205-11 Columbia Heights City Council/EDA December 8, 2000 Page 2 of 4 The documents, and brief descriptions of them, are as follows: DIG- CL205-1 ~ ...................... ~ .............................. eIghts crest view.doc Page 3 i Golumbi~ Height~ City Cou~cil/EDA December 8, 2000 . Page 3 of 4 TIF resolution - EDA action This resolution gives the EDA's approval to creation of the TIF district that will be the source of much of the public financing oft/tis project. TIF resolution - City Council action ' This resolution gives the City Council's approval to creation of the TIF district that will be the source of much of the public financing of this project. Purchase Agreement - EDA action This agreement approves the sale of certain EDA property to be used in the project. The sales price is $1.00. A public hearing has been noticed and will need to be conducted on this item. Senior Housing Contract for Private Development - EDA action Columbia Heights Transition Block LLC will construct a 50-unit senior housing project and then convey it to Crest View. The EDA will assist in financing the project by issuing a revenue note in the amount of $780,000 at 11% interest. The note will be payable solely from tax increment generated by the project between 2003 and 2023. An authorizing resolution has been included that authorizes issuance of the note and approves the contract, and all other agreements being considered by the EDA on December 11. Affordable Housing ContraCt for Private Development z EDA action Columbia Heights Transition Block LLC will construct a 22-unit affordable rental townhome project. The EDA will assist in financing the project by issuing a revenue note in the amount of $175,100 at 9.50% interest. The note will be payab!e solely from tax increment generated by the project between 2003 and 2020. An authorizing resolution has been included that authorizes issuance of the note and approves the contract. CDBG Grant - City Council action The City will grant $231,000 to Columbia Heights Housing Limited Partnership I for use in the affordable housing development. The grant will be made fi'om the City's CDBG LCA Transition Block G-rant - City Council action The City will grant $235,350 to Columbia Heights Transition Block LLC for use in the affordable housing development. The grant will be made fi'om funds received from the Metropolitan Council's Livable Communities program. The city's approval is contained - in the general city resolution. 8. LCA Crest View Ch'ant - City Council action DSG- ! 86055v3 CL20~-I I ~-A-~TderS-on ~ december eighth - c~uncil eda memo re columbi~ heights crest view. do~ P~-~'-4 I Columbh Heights City Council/EDA December 8, 2000 Page 4 of 4 The City will giant $309,650 to Crest View ON-DC I for use in the senior housing development. The grant will be made from funds received from the Metropolitan Council's Livable Communities program. The city's approval is contained in the general city resolution PILOT Agreement - City Council action Three of the affordable housing units will be exempt from taxation because of the funding they receive pursuant to an agreement the City has previously entered into with the Minneapolis Public Housing Authority. The PILOT agreement obligates the owner of these units to make payments in lieu of taxes to the City in the amount that the City would have levied as property taxes if not for the exemption. The city's approval is contained in the general city resolution. For the most part, it does not matter in which order you act on these documents. Still, there are a few things to keep in mind during your consideration. Although I will assume for this discussion that these agreements will all be approved on Monday, and I have provided dratt resolutions approving the documents in their entirety, the EDA and the City Council both have absolute discretion to reject any or all of the agreements. First, both the EDA and the City Council should act on the resolutions relating to the TIF district before moving on to the other agreement. Until the TIF district is created, the EDA does not have authority to enter into the contracts for private development. Second, the developers have been quite emphatic that each of these agreements are necessary to provide adequate financing for the projects. Thus, while you are not obligated to approve all of these agreements, you should keep in mind that failure to approve one or more of them may jeopardize the project, and will at least require the developers to recalculate their financing. As a result, if you are hesitant to approve any of these agreements, I recommend that you do not approve any of them until the resulting financing issues can be resolved. Third, the senior housing portion of this development is anticipating the City's issuance of revenue bonds in March or April of 2001. It is my understanding that without these bonds, the senior housing project cannot be constructed. While the documents you will consider on December 11 do not legally obligate the City to issue the bonds, as a practical matter it will be complicated to untangle these agreements if the senior project does not proceed. Thus, while it is always possible that interest rates or other market conditions outside of the control of everyone involved will make issuance impracticable by next spring, I urge you to use this opportunity to confmu that these developments are what the EDA and the City desire from a policy standpoint. Finally, it is possible that some of the projected financial'numbers that I have provided may change slightly between now and Monday night. While I do not anticipate any large shifts, the DJGoI860~Sv3 CL20S-I 1 Columbia Height~ City Couacil/EDA December 8, 2000 Page 5 of 4 developers are in the process of confimdng construction costs this week and this may have an impact on the amount .and the structure of the public assistance that they will request. They understand that they must be prepared to confirm final numbers with you before you act on these agreements. I look forward t° seeing all of you on Monday night. If you have any questions .before then, please do not hesitate to contact me. DJG- 186055v3 CL20:~-I 1 Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE 'ISSUANCE OF ITS $175,100 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 2000. BE IT RESOLVED BY the Board of'Commissioners ("Board") of the Columbia Heights Economic Development Authority (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 9 (the "TIF District") within the Central Business District Redevelopment Project (the "Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its $175,100 Taxable Tax Increment Revenue Note, Series 2000 (the "Note") for the purpose of financing certain costs of the Project. 1.02. Agreements Approved; Issuance, Sale, and Terms of the Note. Subject to the City's approval of all documents presented to it this date relating to the development described herein, the Authority hereby approves: (i) the Contract for Private Development ("Agreement") between the Authority and Columbia Heights Transition Block LLC ("Developer"); (ii) the NEI Development Agreement by and among the City of Columbia Heights, Minnesota, the Authority, the Developer, and NEI College of Technology (the "NEI Agreement"); and (iii) the purchase agreement presented this day to the Authority at a public hearing in accordance with law and relating to the sale of property for $1.00 for the purpose of constructing the development described herein (the "Purchase Agreement"). The Authority hereby authorizes the President and Executive Director to execute the Agreement, the NEI Agreement, and the Purchase Agreement in substantially the forms on file with AuthoriW, subject to modifications that do not alter the substance of the transactions and are approved by such officials, provided that execution by such officials is conclusive evidence of their approval. The Note shall be delivered to the Developer. The Note is to be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery, and 1 DJG-190356vl CL205-11 Ken Anderson- USE TH S VERSION- real estate equities:auth0~-Z ~Q)-~S© Ut on doc ...... Page. 2 shall bear interest at the rate of 9.50% per annum to the earlier of maturity or prepayment. The Authority shall receive in exchange for the sale of the Note the agreement of the Developer to pay the Land Acquisition and Site Improvement Costs as defined in the Agreement. 1.03. Optional Redemption. The Authority may prepay the Note in whole or in pan, without premium or penalty, on any date. If prepayment is in part, mounts prepaid will be applied first to the outstanding principal amount of the Note and then to accrued interest. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled 'in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $175,100 TAXABLE TAX INCKEMENT REVENUE NOTE SERIES 2000. Date Rate of Original Issue 9.50% ,20 Principal Amount: Registered Owner: The Columbia Heights Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay. to the registered owner specified above, or registered assigns (the "Owner"), but solely from the sources, to the extent and in the manner hereinafter identified, the principal amount specified above together with interest on the outstanding principal sum from time to time at the interest rate specified above, payable on each February 1 and August 1 ("Payment Dates"), commencing August 1, 2003 and continuing through February 1, 2020. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2 DJG- 190356v I CL205- I 1 Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 3.65 days and charged for actual days principal is unpaid. This Note is subject to prepayment in whole or in part at the option of the Authority on any date. This Note is one of an authorized issue in the total original principal amount of $175,100 to aid in financing certain development costs of a project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution' (the "Resolution") duly adopted by the Authority on , 2000, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment as defined in the Resolution, the terms of which are hereby incorporated by reference. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of moneys pledged thereto under the Resolution, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Authority shall pay to the Owner on each Payment Date the amount of Available Tax Increment. To the extent that, on any Payment Date, the Authority does not have on hand sufficient Available Tax Increment together with capitalized interest to make the scheduled payment, the amount of deficiency shall be deferred and paid, without interest thereon, to the extent possible on the next Payment Date on which the Authority has received Available Tax Increment sufficient to do so. If any amount payable under this Note has not been paid by February 1, 2020 after any payment is made on such date, any amount not paid shall be forgiven and the Authority shall have no further liability with respect thereto. If as of any Payment Date there is an uncured Event of Default under the Contract for Private Development between the Authority and to Columbia Heights Transition Block LLC ("Developer") dated as of , 2000 (the "Agreement"), the Authority may withhold Available Tax Increment otherwise payable on such Payment Date. If the default is cured in accordance with the Agreement, the Available Tax Increment withheld shall be deferred and paid, without interest thereon, on the next Payment Date after the default is cured. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal 3 DJG-190356vl CL205-11 Ken Anderson- USE THIS VERSION -real estate equitie~ aUth°rizing re,sPiuti0n.d~ i ,i,~ , page,4 1 office of the Authority's Executive Director, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written insmanent of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate or other related entity, of the Owner or to the Developer unless the Authority has been provided with an opinion of counsel or a certificate of'the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights EconOmic. Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Columbia Heights Economic Development Authority Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last listed below. 4 DJG-190356vi CL205-11 5 DJG-190356vl CL205- I 1 Date of Signature of Registration Registered Owner Executive Director Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person (other than an affiliate, or other related entity, of the Owner, or the Developer) unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 6 DJG- 190356vl CL205-11 (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of thc Note, thc Registrar may impose a charge upon the owner therei)f sufficient to reimburse thc Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be. lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing 'with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has akeady matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In thc event thc Note is prepaid, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the prepayment of Note. If the Note so called for prepayment it will cease to bear interest after the specified redemption date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 7 DJG-190356vl CL205- I 1 Ken AndersOn, USE THIS VERSION - i:eal ~state equitieS' ~uth~ri~ing 'res~'~t 0n~d&~ Page8 3.04. Preparation and Delivery_. The Note shall be prepared under the direction of the Authority's Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner or Owners thereof upon payment of purchase price and satisfactions with the conditions of delivery under Section 3.3 of the Agreement, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, which term means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and (B) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment necessary to pay principal and interest due on the Note in such year. Any amounts remaining in the Bond Fund shall be transferred to the Authority's account for its TIF District No. 9 upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceeding.q. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, 8 DJG* 190356v 1 CL205-11 Ken Anderson ,'USE THIS vERsION 2 real estat~ ~uiiie'~ a~t~rizi~"~i~(i~'n'is~'~ ~ .................................... ~&g'e 9 certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. of the Agreement. Effective Date. This resolution shall be effective upon full execution Adopted this ~ day of , 2000. President Executive Director 9 DJG-190356vl CL205-11 i Ken Anders°n: december eigth rea estate equ't es Cd doc ......................................... Pag~! I Third Draft December 6, 2000 CONTRACT FOR PRIVATE DEVELOPMENT BY AND BETWEEN Columbia Heights ECONOMIC DEVELOPMENT AUTHORITY AND COLUMBIA HEIGHTS TRANSITION BLOCK LLC Dated ,2000 This document drafted by: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 (612) 337-9300 DJG- i 89196v4 CL205-11 CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT is made as of the ~ day of ,2000 by and between the Columbia Heights Economic Development Authority, a body corporate and politic (the "Authority") and Columbia Heights Transition Block LLC, a Minnesota limited liability company (the "Developer"). WITNESSETH: WHEREAS, the Authority has determined that: (i) the Developer has proposed .a project to redevelop certain blighted property within the City of Columbia Heights, Minnesota (the "City"); (ii) there is a need to alleviate a shortage of decent, safe and sanitary housing for persons aged 62 and older and other persons of low or moderate income in the City; and (iii) it was appropriate in this connection to create the Central Business District Redevelopment Property (the "Project") and Tax Increment Financing District No. 9 (the "TIF District") within the City pursuant to Minnesota Statutes, Sections 469.174 to 469.179; and WHEREAS, the Authority has determined to address such blight and shortage in part through redevelopment of certain property within the City and the facilitation of the development of housing for low and moderate income persons as further described herein; WHEREAS, in order to achieve their objectives as described herein, the parties hereto are prepared to pay certain development costs and undertake certain activities in order to bring about redevelopment of blighted property and development of housing for persons of low or moderate income; WHEREAS, the Authority believes that the fulfillment generally of this Agreement is in the vital and best interests of the Authority and the City, and the health, safety, morals, and welfare of the City's residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the development intended hereunder will be undertaken and is being assisted; and NOW, THEREFORE, in consideration of the mutual covenants and obligations of the Authority and the Developer, each party does hereby represent, covenant and agree with the other as follows: 2 DJG-189196v4 CL205-11 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Columbia Heights Economic Development Authority. "Authorizing Resolution" means the resolution of the Authority, substantially in the form of the attached Exhibit C, adopted by the Authority's board of commissioners to authorize the issuance of the Note. "Available Tax Increment" means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and (B) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. "Bond Documents" means, collectively, the documents entered into by the City and the Senior Housing Owner in connection with issuance of the Bonds. "Bonds" means the tax-exempt 501(c)(3) bonds issued by the City to assist in financing the Senior Housing Project. "CDBG Grant Agreement" means thc agreement dated ,20 between the City and Columbia Heights Housing Limited Partnership I, a Minnesota limited partnership, pertaining .to the grant of $231,000 of Community Development Block Grant funds for the Minimum Improvements. "City" means the City of Columbia Heights, Minnesota. "Closing Date" means the date of issuance of thc Note. "Construction Plans" means plans, specifications, drawings and related documents on the construction work to be performed on the Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building 3 DJG-189196v4 CL205-11 officials of the City, and (b) shall include at least the following: (1) site plan; (2) landscape plan; and (3) such other plans or supplements to the foregoing plans as the City may reasonably request to allow it to ascertain the nature and quality of the proposed construction work and that are available to the Developer at a reasonable cost. The Construction Plans for any building to be constructed on the Property shall additionally include the following: (1) foundation plan; (2) basement plans; (3) floor plan for each floor; (4) cross sections of each (length and width); and (5) elevations (all sides). "Crest View ONDC I" means Crest View ONDC I, a Minnesota nonprofit corporation. "County" means the County of Anoka, Minnesota. "Developer" means Columbia Heights Transition Block LLC, or its permitted successors and assigns. "Event of Default" means an action by the Developer listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. "HOME County and Improvements. Agreement" means the agreement dated , 2000 between the __ pertaining to the use of $234,894 of HOME funds for the Minimum "LCA Agreement" means the agreement dated , 2000 between the City and the Developer pertaining to the use of $235,350 of Livable Communities Act funds for the Minimum Improvements. "Material" means any effect or change which significantly alters the intended use of the Property, or increases or decreases the costs of any individual item of the Minimum Improvements by more than $100,000. "Maturity Date" means the earliest of February 1, 2020, the date that the Note has been paid in full, or the date that the Note has otherwise been terminated according to its terms. "MHOP Agreement" means the agreement dated ., 2000 between __ and __ pertaining to the use of $315,900 of Minneapolis Housing Opportunity Program funds for the Minimum Improvements. "Minimum .improvements" means the construction on the Property of a 22-unit affordable rental complex that: (i) meets all the requirements for a low-income tax credit under Section 42 of the Internal Revenue Code of 1986, as amended through the date of this Agreement; and (ii) otherwise complies with the requirements pertaining thereto as set forth in this Agreement and the Planned Unit Development Agreement. "Mortgage" means any mortgage made by the Developer which is secured, in whole or in 4 DSG-189196v4 CL205-11 pan, with the Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "NEI" means NEI College of Technology, a Minnesota nonprofit corporation, which is the seller of the Property and the owner of real property adjacent to the Property. "Note" means a Tax Increment Revenue Note in substantially the form contained in the Authorizing Resolution. "ONDC" means Opportunity Neighborhood Development Corporation, a Minnesota nonprofit corporation. "Parcel 2" means the real property on which the Senior Housing Project is to be constructed and which is described at Exhibit D to this Agreement. "Payment Date" means each February 1 and August 1 commencing August 1, 2003 and continuing through the Maturity Date. "Planned Unit Development Agreement" means the agreement of such name entered into by and among the City, the Developer, and NEI pertaining to granting of the appropriate permits and authorizations necessary to provide for a planned unit development project. "Property" means the real properly described at Exhibit A to this Agreement. After the construction of the Minimum Improvements, the term shall mean the Property as so improved. "Project" means the Authority's Central Business District Redevelopment Project. "Project Plan" means the Authority's project plan for the Project. "Senior Housing Contract for Private Development" means the contract for private development between the Authority and the Senior Housing Owner providing for construction of the Senior Housing Project. "Senior Housing Owner" means Crest View ONDC I, or, on an interim basis, pending receipt of a determination letter from the Internal Revenue Service regarding the tax-exempt status of Crest View ONDC I, Crest View Advanced Missions I, LLC. "Senior Housing Project" means the construction by the Senior Housing Owner on Parcel 2 of a 50-unit senior rental housing facility that complies with the requirements pertaining thereto as set forth in the Bond Documents, the Senior Housing Contract for Private Development, and the Planned Unit Development Agreement. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Property and which is remitted by the County to the Authority as tax increment pursuant to 5 DJG-189196v4 CL205-11 the Tax Increment Act. "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.179, as amended. "Tax Increment District" or "TIF District" means the Authority's Tax Increment Financing District No. 9. "Tax Increment Plan" or "TIF Plan" means the Authority's tax increment financing plan for the TIF District, as it may be amended. "Tax Official" means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. 6 DJG- 189196v4 CL205-11 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authori[y. The Authority represents and warrants that: (a) The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the Authority are undertaken to redevelop blighted property within the City through the creation of housing opportunities for persons of low and .moderate income. Section 2.2. Representations and Warranties by Developer. The Developer represents and warrants that: (a) The Developer is a limited liability company in good standing under the laws of Minnesota and has power to enter into this Agreement. (b) The Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer or the Authority pursuant to or envisioned by this Agreement may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause the Developer to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any corporate or parmership restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (d) The development of the Minimum Improvements would not occur but for the tax increment financing assistance being provided hereunder. 7 DJG-189196v4 CL205-11 ARTICLE III Public Assistance and Other Undertakings Section 3.1. Conveyance of the Development Property. As of the date of this Agreement, the Developer owns or has entered into a purchase agreement to acquire 'fee title to the Property, having acquired title in expectation of the assistance being provided hereunder. The Authority has no obligation to acquire the Property or any portion thereof. Section 3.2. Land Acquisition and Site Improvements. (a) Subject to the terms and conditions of the Note Agreement, and in order to make development of the Minimum Improvements economically feasible, the Authority shall reimburse the Developer for up to One Hundred Seventy-Five Thousand One Hundred and no/100ths Dollars ($175,100) of the costs of acquiring the Property and making public improvements designed to serve the Minimum Improvements, including site preparation, demolition and removal, soils correction and remediation, utility work, sidewalk, curb, and gutter work, earthwork, landscaping, and other costs eligible for reimbursement under the TIF Act (the "Site Improvements') (the costs of acquiring the Property and making the Site Improvements are referred to herein collectively as the Land Acquisition and Site Improvement Costs"). In order to make such reimbursement, the Authority shall issue and the Developer shall purchase the Note in substantially the form set forth in the Authorizing Resolution attached as Exhibit C. The Authority and the Developer agree that the consideration fi.om the Developer for the purchase of the Note shall consist of the Developer's payment of the Land Acquisition and Site Improvement Costs. (b) The Authority shall deliver the Note upon receipt from the Developer of a payment request certificate signed by its duly authorized representative stating: 0) that the Developer has paid Land Acquisition and Site Improvement Costs in at least the amount of $175,100; (ii) that no Event of Default has occurred and is continuing under this Agreement; and (iii) that the Developer has received a Certificate of Completion pursuant to Section 4.4 of this Agreement. The payment request certificate must be accompanied by evidence satisfactory to the Authority that the Land Acquisition and Site Improvement Costs have been incurred and paid by the Developer. (c) The Authority shall not be obligated to make any Payment under the Note if there is an Event of Default on the Developer's part under this Agreement that has not been cured as of the date such payment is otherwise due. (d) The Authority makes no warranties or representations that Available Tax Increment (as defined in the Authorizing Resolution) will be sufficient to pay the Land Acquisition and Site Improvement Costs or interest thereon. The Developer agrees and understands that Available Tax Increment is subject to calculation by the County and change in State law, and that all or a portion of Land Acquisition and Site Improvement Costs may remain unpaid after the Maturity Date. Section 3.4. Payment of Administrative Costs. The Developer agrees to pay all costs 8 DJG-189196v4 CL205- I 1 incurred by the City and the Authority in the preparation, review, and approval of this Agreement- and any other agreement, resolution, financial calculation, engineering review, document, review, or process prepared or undertaken pursuant to or arising out of this Agreement (the "Administrative Costs"). Prior to the date of this Agreement, the Developer paid to the Authority the amount of $10,000, such amount to be applied to Administrative Costs. The Developer shall further from time to time pay to the City or the Authority, within ten (10) days of request for such payment by the City or the Authority, any amount by which the Administrative Costs exceed $10,000 and for which the City or the .Authority have not been previously reimbursed. The Developer acknowledges and agrees that time is of the essence with regard to this Section 3.4 and that the obligations of the Authority hereunder are expressly contingent on the Developer's compliance with the terms of this .Section 3.4. The provisions of this Section 3.4 shall survive termination of this Agreement. Co) The terms of this Section 3.4 are for the sole benefit of the Authority, and nothing in this Section 3.4 shall be construed to limit the ability of the Authority to lawfully recover Administrative Costs from Tax Increment during or after the termination of this Agreement. Section 3.5. Records. The Authority may at all reasonable times, after reasonable notice, inspect, examine and copy all books and records of the Developer relating to the Minimum Improvements. The Developer shall use its best efforts to cause the contractor or contractors, all subcontractors, and their agents and lenders to make their books and records relating to the Site Improvements available to the Authority, upon reasonable notice, for inspection, examination and audit. These records shall be kept and maintained by the Developer until four years after the Maturity Date. Section 3.6. Soil Conditions. The Developer acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Property or its fitness for construction of the Minimum Improvements or any other purpose for which the Developer may 'make use of the Property. The Developer further agrees that it will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants on the Property. 9 DIG-189196v4 CL205-11 [~: ~n'8~r.son, december eigth r~al e§tate'eguitie~"~p~i 8~c ................................................ P&ge' i o ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. (a) The Developer will construct the Minimum Improvements on the Property in accordance with the Construction Plans, At all times prior to the Maturity Date, the Developer will operate, maintain, preserve, and keep the Minimum Improvements, with the appurtenances and every part and parcel thereof, in good repair and condition. The Authority shall have no obligation to operate or maintain the Minimum Improvements. (b) The Developer will construct the Minimum Improvements in accordance with all local, State, and federal energy-conservation laws or regulations. (c) The Developer will obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which are required to be obtained or met before the Minimum Improvements can be lawfully constructed, including, without limitation, the requirements of any necessary special use permits. (d) The Developer shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements, or the Developer or its business which may require changes in construction of the Minimum Improvements. Section 4.2. Construction Plans. (a) Before beginning construction of the Minimum Improvements, the Developer shall submit Construction Plans to the Authority. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the TIF Plan, the Planned Unit Development Agreement, and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing if: (i) the Construction Plans conform to the terms and conditions of this Agreement and the Planned Unit Development Agreement; (ii) the Construction Plans conform to the goals and objectives of the Project Plan and the TIF Plan; (iii) the Construction Plans conform to all applicable federal, state, and local laws, ordinances, rules, and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the respective owner for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a review by the City's building official or other staff of the Authority of the Construction Plans. No approval by the Authority shall relieve the Developer of the obligation to comply with the terms of this Agreement, the Development Plan, the TIF Plan, the Planned Unit Development Agreement, or applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default hereunder. If approval of the Construction Plans is requested by the Developer in 10 DSG- 189196v4 CL205-11 writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within fourteen (14) days after the date of their receipt by the Authority. If the Authority rejects any Construction Plans in whole or in part, the Developer shall submit new or corrected Construction Plans within fourteen (14) days after written notification to the Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved, by the Authority. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any Material change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. Section 4.3. Commencement and Completion of Construction. The Developer shall commence the construction of the Minimum Improvements by no later than July 1, 2001. The Developer shall complete the construction of the Minimum Improvements by no later than December 31, 2002. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Property shall be in conformity with the Construction Plans. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Developer to construct' the Minimum Improvements (including the dates for beginning and completion thereof), the Authority will furnish the Developer with a certificate, in substantially the form set forth at Exhibit B to this Agreement, evidencing the conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. Co) If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4, the Authority shall, within fourteen (14) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Developer to take or perform 11 DJG-189196v4 CL205-11 in order to obtain such certification. (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Developer has received an occupying permit from the responsible inspecting authority for all residential units, common areas, and other portions of the Minimum Improvements. Section 4.5. Additional Financing. The covenants of the Developer pursuant to this Article IV are subject to: (i) the Developer's receipt of mortgage and other forms of financing sufficient to complete construction of the Minimum Improvements in accordance with this Agreement; and (ii) the execution by all other part.ies thereto and delivery to the Developer of the LCA Agreement, the CDBG Grant Agreement, the MHOP Agreement, and the HOME Agreement; provided that if either of these conditions are not met, the Developer may, at any time prior to commencement of construction of the Minimum Improvements, terminate this Agreement upon written notice to the Authority and have no other obligation hereunder except as expressly set forth to the contrary herein. 12 DJG-189196v4 CL205-11 ARTICLE V Insurance 5.1. Insurance. (a) Upon commencement of construction and continuing until at least the Maturity Date, the Developer shall maintain, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows:. (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses; (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the Authority as additional insured; and (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure. (b) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Developer will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement, each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Developer agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements, or any portion thereof resulting from fire or other casualty. In such event the Developer will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Developer will apply the net proceeds of any insurance relating to such damage received to the payment or reimbursement of the costs thereof. The Developer shall complete the repair, reconstruction, and restoration of the Minimum 13 DJG- 189196v4 CL205-11 Improvements, whether or not the net proceeds of insurance received by the Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Developer. (e) The parties hereto agree that all of the provisions set forth in this Article V shall terminate upon the Maturity Date. 14 DJG- 189196v4 CL205-11 ARTICLE VI Use of Tax Increment Section 6.1. Use of Tax Increments. Except for its obligations under this Agreement and the Note regarding Tax Increment, the Authority shall be free to use any Tax Increment received from the Property for any purpose for which such Tax Increment may lawfully be used, and the Authority shall have no obligation to the Developer or any other person with respect to the use of such Tax Increment. Section 6.2. Right to Collect Delinquent 'Taxes. The Developer acknowledges that the Authority is providing substantial aid and assistance in furtherance of the development of the Property. The Developer understands the Authority's ability to assist the Developer in the manner specified in this Agreement is directly dependent upon the prompt and timely payment of real estate taxes. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Property and the Minimum Improvements. The Developer acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the Anoka county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. 15 DJ'G-189196v4 CL205-11 ARTICLE VII Financinu Section 7.1. Mortgage Financing. (a) Before commencement of construction of the Minimum Improvements, the Developer shall submit to the Authority evidence of one or more commitments or definitive agreements providing for mortgage financing which, together with committed equity for such construction, is sufficient for: (i) acquisition of the Property; (ii) construction of the Minimum Improvements; and (iii) performance of the Developer's obligations under the Planned Unit Development Agreement, to the extent the Developer can practicably perform such obligations by such time. Such commimaents may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take-out financing commitment, or any combination of the foregoing. Such commitment or commitments for short term or long term mortgage financing shall be subject only to such conditions as are normal and customary in the mortgage banking industry. (b) If the Authority finds that the mortgage financing is sufficiently committed and adequate to meet the Developer's obligations under Section 7.1 then the Authority shall notifY the Developer in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within fourteen (14) days from the date when the Authority is provided the evidence of mortgage financing. A failure by the Authority to respond to such evidence of mortgage financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of mortgage financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Developer shall submit adequate evidence of mortgage financing within thirty (30) days after such rejection. Approval of financing pursuant to this Section 7.1 Co) may be by staff of the Authority. Section 7.2. Option to Cure Default on Mortgage. In the event that there occurs a default under any Mortgage authorized pursuant to this Agreement, the Developer shall cause the Authority to receive copies of any notice of default received by the Developer from the holder of such Mortgage. Thereatter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Developer within such cure periods as are available to the Developer under the Mortgage documents. 16 DJG-189196v4 CL205-11 ~'Ken-A~ders0n: december eigth reai estate :~uities ~'~d~ ...................................................................................... ~ge ~7 ARTICLE VIII Prohibitions Against Assignment and Transfer~ Indemnification Section 8.1. Representation as to Development. The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of development of the Property. Section 8,2. Release and Indemnification Covenants. (a) Except for any willful misrepresentation or any willful or wanton miscgnduct or negligence of the following named parties, the Developer agrees to protect and defend the City, the Authority, and their governing body members, officers, agents, servants, and employees, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (b) Except for any willful, reckless, intentional, or negligent act of the following named parties, the City, the Authority, and their governing body members, officers, agents, servants, and employees shall not be liable for any damage or injury to the persons or property of the Developer or their partners, officers, agents, servants, employees, or to any other person who may be about the Property or Minimum Improvements. (c) All covenants, stipulations, promises, agreements, and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City and the Authority, respectively, and not of any governing body member, officer, agent, servant, or employee of the City or the Authority in the individual capacity thereof. (d) The provisions of this Section 8.2 shall survive termination of this Agreement. Section 8.3. Prohibition Against Developer's Transfer of Property and Assignment of Agreement. (a) The Developer represents and agrees that prior Maturity Date, except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Property or any part thereof or any interest therein (except a lease to a residential tenant of any residential unit within the Minimum Improvements), or any contract or agreement to do any of the same, without the prior written approval of the Authority. Any such transfer shall be subject to the provisions of this Agreement. (b) Prior to the Maturity Date, in the event the Developer, upon transfer or 17 DJG- 189196v4 CL205-11 assignment of the Property or any portion thereof, seeks to be released from its obligations under this Agreement as to the portion of the Property that is transferred or assigned, the Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the sole judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer as to the portion of the Property to be transferred. (ii) Any proposed transferee, .by instrument in writing satisfactory to the Authority and in form recordable among the land records, shall, for itself and its' successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Developer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any fights or remedies or controls with respect to the Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary, or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any fights or remedies on controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto.' (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. In thc event the foregoing conditions are satisfied, then the Developer shall be released from its obligation under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. (c) Notwithstanding anything to the contrary herein, the Developer may, at any time 18 DJG- 189196v4 CL205-11 prior to issuance of the Note, assign or otherwise transfer its fights and obligations under this Agreement and the Authorizing Resolution to Columbia Heights Housing Limited Partnership I, a Minnesota limited partnership, provided that prior to or upon such assignment or transfer, Columbia Heights Housing Limited Partnership I executes and delivers to the Authority a written, recordable instrument: (i) in a form acceptable to the Authority; and (ii) expressly assuming all of the Developer's obligations hereunder and agreeing to be subject to all the conditions and restrictions of the Developer with regard to the Property. 19 DIG- 189196v4 CL205-11 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder, or under the Planned Unit Development Agreement, the HOME Agreement, the CDBG Grant Agreement, LCA Agreement, or the MHOP Agreement, provided that when .such failure or breach does not involve the payment of money to the Authority, such failure or breach shall not constitute an "Event of Default" if corrective action is instituted by or on behalf of such party within such thirty (30) day period and diligently pursued until the earlier of the date such default is corrected or one hundred eighty (180) days has elapsed. In addition to and without limitation of the foregoing, it shall be deemed an Event of Default on the part of the Developer if: (i) a "Certificate of Completion" is not issued for the Senior Housing Project pursuant to the Senior Housing Contract for Private Development, provided that it shall not be an Event of Default under this clause if either Crest View ONDC I or Crest View Advanced Missions I, LLC agree to but the City determines not to enter into agreements providing for the issuance of the Bonds under terms and conditions at least as favorable to the City as the terms and conditions contained in the agreements relating to the City's issuance of its $10,130,000 City of Columbia Heights, Minnesota Multifamily and Health Care Facilities Revenue Bonds (Crest View Corporation Project), Series 1998 Bonds; or (ii) the Developer does not assign or otherwise transfer its rights and obligations under the Senior Housing Contract for Private Development in accordance with Section 8.3(c) of the Senior Housing Contract for Private Development. Nothing in this Article IX shall limit the fights of the Authority to exercise any remedy to which it is entitled under any other provision of this Agreement or the Planned Unit Development Agreement. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may: (a) suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under this Agreement; (b) cancel and rescind or terminate this Agreement and the Note; and (c) take whatever other action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the any party in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every 20 DJG-189196v4 CL205-11 [K~':Afi~ersOn ~ december ~igt~ r~i '~st~t~ eq~i{i~"~'l~-~c i:5~ other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised fi.om time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequen, t breach hereunder. 21 DJG- 189196v4 CL205-I I ~ Ken Anderson :deCember eigth real estat~ ~Uitie'~'~di:~jO~ P~ge 22 1 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority and Representatives Not Individually Liable. The Authority and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the .City or the Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, parga, ership, or association in which he or she is directly or indirectly interested. No member, official, or employee of the City or the Authority shall be personally liable to the Developer or any successor in 'interest, in the event of any default or breach by the Authority, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement it shall comply with all applicable federal, State, and local equal employment and nondiscrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer agrees that prior to the Maturity Date, it, and its successors and assigns: (a) shall use the Property solely for the purpose of constructing and operating housing facilities pursuant to the terms of this Agreement; (b) shall not discriminate upon the basis of race, color, creed, sex, national origin, or any other classification prohibited by law in the sale, lease, or rental, or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof; and (c) shall otherwise comply with the restrictions on use set forth in this Agreement. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Authority, is addressed to or delivered personally to the Authority at 590 40th Avenue N.E., Columbia Heights, MN, Attn: Executive Director; and. 22 DJG- 189196v4 CL205-11 (b) in the case of the Developer, is addressed to or delivered and personally to Columbia Heights Transition Block LLC, 325 Cedar Street, Suite 400, St. Paul, MN 55101; or at such other address with respect to either such party as that party 'may, from time to time, designate in writing and forward to the other as provided in this Section 10.6. · Section 10.7. Counterparts; Modifications. This Agreement may be executed in any number of counterparts, each of which shall constitute .one and the same instrument. This 'Agreement may not be modified, waived, or otherwise amended except by a writing signed by the Developer and the Authority. Section 10.8. Attorney Fees. Whenever a~y Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. Section 10.9. Continuation of Certain obligations. Nothing in this Agreement shall act to modify, amend, or otherwise relieve the Developer of its obligations and undertakings as stated in the Planned Unit Development Agreement, or any other agreement to which the Developer, and the City or the Authority, are parties. Section 10.10. Governing Law; Venue. This Agreement shall be construed in accOrdance with the laws of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the state or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 10.11. Termination of Agreement. Upon termination of this Agreement, no party hereto shall have any obligation or rights hereunder and this Agreement shall be of no further force and effect, except as such provisions herein are expressly stated to survive such termination. 23 DJG- 189196v4 CL205-11 IN WITNESS WHEREOF the Authority and the Developer have caused this Agreement to be duly executed in their name and on their behalf, with actual execution on the dates set forth below. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its By Its DATE: ,2000 STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing insmmaent was acknowledged before me this ~ day of ,2000 by and ., the and and of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. Notary Public 24 DJG-189196v4 CL205-11 COLUMBIA HEIGHTS TRANSITION BLOCK LLC DATE: ,2000 By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ~ day of ., 2000 by and , the and of Columbia Heights Transition Block LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 25 DJG- 189196v4 CL205-11 I~n'~A~d'~rson~ december eig{t~ ~i e~t~t~ ~ai{i~:~di~o~ p~'e~26 EXtlIBIT A NEED LEGAL DESCRIPTION OF RENTAL HOUSING PROJECT PROPERTY HERE A-26 DJG- 189196v4 CL205-11 i K~'Afiders0n: d~ce~b~r'eigtl-i r~'a ,,~ ...... · ~ P,. Page 27 1 EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that Columbia Heights Transition Block LLC (the "Developer") has fully complied with its obligations under Articles III and IV 'of that document titled "Contract for Private Development," dated , 2000 between the Columbia Heights Economic Development Authority and the Developer ("Contract"), with respect to construction of the Minimum Improvements in accordance with the Construction Plans, and that the Developer is released and forever discharged from its obligations to construct of the Minimum Improvements under Articles III and IV of the Contract, provided that nothing herein releases any other obligations of the Developer under the Contract. DATE: ,2000 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this ~ day of ,2000 by and , the and and of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. This document drafted by: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 B-27 DJG-189196v4 CL205-11 [(612) 337°9300 ] B-28 DSG~ 189196v4 CL205-11 ~'Keh Anderson - december eigth"re~l~ ~ estat~'~it es~Pd do~ Pa e 29 EXHIBIT C Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT. FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $175,100 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 2000. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 9 (the "TIF District") within the Central Business District Redevelopment Project (the "Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its $175,100 Taxable Tax Increment Revenue Note, Series 2000 (the. "Note") for the purpose of financing certain costs of the Project. 1.02. Agreements Approved; Issuance, Sale, and Terms of the Note. Subject to the City's approval of all documents presented to it this date relating to the development described herein, the Authority hereby approves: (i) the Contract for Private Development ("Agreement") between the Authority and Columbia Heights Transition Block LLC ("Developer"); (ii) the NEI Development Agreement by and among the City of Columbia Heights, Minnesota, the Authority, the Developer, and NEI College of Technology (the "NEI Agreement"); and (iii) the purchase agreement presented this day to the Authority at a public hearing in accordance with law and relating to the sale of property for $1.00 for the purpose of constructing the development described herein (the "Purchase Agreement"). The Authority hereby authorizes the President and Executive Director to execute the Agreement, the Iq-E1 Agreement, and the Purchase Agreement in substantially the forms on file with Authority, subject to modifications that do not alter the substance of the transactions and are approved by such officials, provided that execution by such officials is conclusive evidence of their approval. C-29 DJG- 189196v4 CL205-11 The Note shall be delivered to the Developer. The Note is to be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery, and shall bear interest at the rate of 9.50% per annum to the earlier of maturity or prepayment. The Authority shall receive in exchange for the sale of the Note the agreement of the Developer to pay the Land Acquisition and Site Improvement Costs as defined in the Agreement. 1.03. Optional Redemption. The Authority may. prepay the Note in whole or in part, without premium or penalty, on any date. If prepayment is in part, amounts prepaid will be applied first to the outstanding principal amount of the Note and then to accrued interest. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-I $175,100 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2000 Date Rate of Original Issue 9.50% ,20 Principal Amount: Registered Owner: The Columbia Heights Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner specified above, or registered assigns (the "Owner"), but solely from the sources, to the extent and in the manner hereinafter identified, the principal amount specified above together with interest on the outstanding principal sum from time to time at the interest rate specified above, payable on each February 1 and August 1 ("Payment Dates"), commencing August 1, 2003 and continuing through February 1, 2020. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date, is C-30 DJG- 189196v4 CL205-11 legal tender for the payment of public and private debts. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 365 days and charged for actual days principal is unpaid. This Note is subject to prepayment in whole or in part at the option of the Authority on any date. This Note is one of an authorized issue in the total original principal amount of $175,100 to aid in financing certain development costs of a project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on ,2000, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment as defined in the Resolution, the terms of which are hereby incorporated by reference. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of moneys pledged thereto under the Resolution, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Authority shall pay to the Owner on each Payment Date the amount of Available Tax Increment. To the extent that, on any Payment Date, the Authority does not have on hand sufficient Available Tax Increment together with capitalized interest to make the scheduled payment, the amount of deficiency shall be deferred and paid, without interest thereon, to the extent possible on the next Payment Date on which the Authority has received Available Tax Increment sufficient to do so. If any amount payable under this Note has not been paid by February 1, 2020 after any payment is made on such date, any amount not paid shall be forgiven and the Authority shall have no further liability with respect thereto. If as of any Payment Date there is an uncured Event of Default under the Contract for Private Development between the Authority and to Columbia Heights Transition Block LLC ("Developer") dated as Of , 2000 (the "Agreement"), the Authority may withhold Available Tax Increment otherwise payable on such Payment Date. If the default is cured in accordance with the Agreement, the Available Tax Increment withheld shall be deferred and paid, without interest thereon, on the next Payment Date after the default is cured. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Authority's Executive Director, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the C-31 DJG-189196v4 CL205-1 i Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange~ there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate or other related entity, of the Owner or to the Developer unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Columbia Heights Economic Development Authority Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last listed below. C-32 DJG- 189196¥4 CL205-11 IKen A~derson: de~e~-b~'r eig{li real estat~ ~iiies CpdiBsC pa e ~3 Date of Signature of Registration Registered Owner Executive Director Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person (other than an affiliate, or other related entity, of the Owner, or the Developer) unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur C-33 DJG- 189196¥4 CL205-11 ;-i~e~ ~nderson ~ december eigth reai~'est~te ~q"aiti~'~ ~p~' d~ pa'~e~3~ no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, 6r on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon. the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, siolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has akeady matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In the event the Note is prepaid, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the prepayment of Note. If the Note so called for prepayment it will cease to bear interest after the specified redemption date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 3.04. Preparation and Delivery. The Note Shall be prepared under the direction of the Authority's Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive C-34 DJG-189196v4 CL205-11 Director to the Owner or Owners thereof upon payment of purchase price and satisfactions with the conditions of delivery under Section 3.3 of the Agreement, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, which term means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and 03) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment necessary to pay principal and interest due on the Note in such year. Any amounts remaining in the Bond Fund shall be transferred to the Authority's account for its TIF District No. 9 upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted this ~ day of ,2000. C-35 DJG-189196v4 CL205-11 t ~e~And~rson: de~mber'eigth ~ai estat~'~=e~Jti'es C@di'~6C i pag~36 President Executive Director C-36 DSG-189196v4 CL20~-I i Ken AnderSon: december eiqth real estate equities cpd.doc ...................... ~;~g~' 37 EXHIBIT D NEED LEGAL DESCRIPTION OF SENIOR HOUSING PROPERTY HERE D-37 DJG-189196v4 CL205- I I L&V DRAFT 10/18/00 NEI DEVELOPMENT AGREEMENT oO BY AND AMONG CITY OF COLUMBIA HEIGHTS COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY · COLUMBIA HEIGHTS TRANSITION BLOCK LLC NEI COLLEGE OF TECHNOLOGY Dated ,2000 NEI DEVELOPMENT AGREEMENT THIS NEI DEVELOPIVIENT AGREEMENT ("Agreement") is made as of the. day of ,2000 by and among the City of Columbia Heights, Minnesota, a municipal corporation under the laws of Minnesota (the "City"), the Columbia Heights Economic Development Authority, a body corporate and politic under the laws of Minnesota (the "Authority"), Columbia Heights Transition Block LLC, a Minnesota limited liability company (the "Developer") and NEI College of Technology, a Minnesota nonprofit corporation ("NEI"). WITNESSETH: WHEREAS, the City, the Authority and .the Developer have entered into a Development Agreement of even' date herewith (the "City Development Agreement") providing for the development and construction of a senior housing assisted living residential facility (the "Senior Housing Project") and a Rental Housing multi-family residential facility (the "Rental Housing Project") on certain acquired by the Developer from NEI (the "Developer Parcels"); and WHEREAS, pursuant to that certain Purchase Agreement, dated as of October 19, 2000 (the "Purchase Agreement"), by which the Developer has purchased the Developer Parcels from NEI, the Developer has agreed to provide this NEI Development Agreement to NEI. NOW, THEREFORE, in consideration of the mutual covenants and obligations of the City, .the Authority, the Developer, and NEI herein, in the City Development Agreement and the Purchase Agreement, each party does hereby represent, covenant and agree with the other as follows: ARTICLE I Definitions Section 1.1. In this Agreement, unless a different meaning clearly appears from the context: "Authority" means the Columbia Heights Economic Development Authority. "City" means the City of Columbia Heights, Minnesota. "Construction Plans" means plans, specifications, drawings and related documents on the construction work to be performed on the NEI Retained Property which are attached hereto as Exhibit A. "Crest View ONDC, Inc." means Crest View ONDC, Inc., a Minnesota nonprofit corporation. "County" means the County of Anoka, Minnesota. "Event of Default" means an action by the Developer listed in Article IX of this Agreement. "NEI Improvements" means the construction on the NEI Retained Property of parking improvements described in the Construction Plans. '2qEI Retained Property" means the real property owned by NEI legally described on Exhibit B attached hereto. "Rental Housing Owner" means Columbia Heights Housing Limited Partnership I, a Minnesota limited partnership, or its permitted su.c. cessors and assigns. "Senior Housing Owner" means Crest View ONDC, Inc., or, on an interim basis, pending receipt of a determination letter from the Internal Revenue Service regarding the tax-exempt stares of Crest View ONDC, Inc., Crest View Advanced Missions I, LLC, a Colorado limited liability company. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the NEI Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit which directly result in delays. ARTICLE II Representations and Warranties Section 2.1. Representations by the City. The City represents as follows: (a) hereunder. The City has the power to enter into this Agreement and carry out its obligations SeCtion 2.2. Representations by the Authority. The Authority represents as follows: (a) The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the City are Undertaken to facilitate the creation of housing opportunities for persons of low and moderate income and Persons of age 62 and older pursuant to the City Development Agreement. Co) The activities of the Authority are undertaken to facilitate the creation of homing opportunities for persons of low and moderate income and persons of age 62 and older pursuant to the City Development Agreement. Section 2.3. Representations and W0rranties by Developer. Developer represents and warrants that: (a) Developer is a limited liability company in good stariding under the laws of Minnesota and has power to enter into this Agreement. Co) Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer, the City, the Authority, the Rental Housing Owner or the Senior Housing Owner pursuant to 0r envisioned by this Agreement may be or will be in violation of any environmental law or regulation. Developer is aware of no facts the existence of which would cause the Developer, the Rental Housing Owner or the Senior Housing Owner to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, Or review procedure. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any corporate or partnership restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. ARTICLE IH Construction of NEI Improvement.~ Section 3.1. Construction of NEI Improvements. (a) The Developer shall construct or cause the Rental Housing Owner and the Senior Housing Owner to construct the NEI Improvements on the NEI Retained Property in accordance with the Construction Plans. None of the City, the Authority or the Developer shall have any obligation to operate or maintain the NEI Improvements. Co) The Developer will construct or' cause the Rental Housing Owner and the Senior Housing Owner to construct the NEI Improvements in accordance with all local, State, and federal energy-conservation laws or regulations. (c) The Developer will obtain, or cause the Rental Housing Owner and the Senior Housing Owner to obtain, in a timely manner, all reqUired permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which are required to be obtained or met before the NEI Improvements can be lawfully constructed, including, without limitation, the requirements of any necessary special use permits. Section 3.2. Commencement and Completion of Construction. The Developer shall commence, or shall cause the Rental Housing Owner or the Senior Housing Owner to commence, the construction of the NEI Improvements by not later than , and shall complete or shall cause the Rental Housing Owner or the Senior Housing Owner to complete the construction of the NEI Improvements within eighteen (18) months of the date hereof, as such period may be extended due to Unavoidable Delays. ARTICLE IV Events of Defaul~ Section 4.1. Events of Default DefinerS. The term "Event of Default'' shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder, provided that such failure or breach shall not constitute an "Event of Default" if corrective action is instituted by or on behalf of such party within a thirty (30) day period after service of notice of default upon such party and diligently pursued until the earlier of the date such default is corrected or one hundred eighty (180) days has elapsed. Nothing in this Article IV shall limit NEI's rights to exercise any remedy to which it is entitled under any other agreement. Section 4.2. Remedies on Default. Whenever any Event of Default referred to in Section 4.1 of this Agreement occurs, the non-defaulting party may: '(a) suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under this Agreement; Co) cancel and rescind or terminate this Agreement; and (c) take whatever other action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 4.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the any party in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. Section 4.4. No Additional Waiver Implied by One Waiver, In the event any agreement contained in this Agreement should be breached by any party and thereafter Waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. ARTICLE V .Additional Provisionn Section 5.1. No Assignment by Developer. The Developer acknowledges and agrees that the City, the Authority and NEI are entering into this Agreement in express reliance on the identity of the Developer and that neither the Developer's rights nor its obligations pursuant to th/s Agreement may be assigned, sold, hypothecated, pledged, or otherwise transferred to any party other than the .Rental Housing Owner or the Senior Housing Owner without the express written consent of the City, the Authority and NEI.. Section 5.2. Conflict of Interests; Authori _ty and Representatives Not Individually Liable.. The City, the Authority, the Developer and NEI, to the best of their respective knowledge, represent and .agree that no member, official, or employee of the City or the Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, Partnership, or association in which he or she is directly or indirectly interested. No member, official, or employee of the City or the Authority shall be personally liable to NEI, the Developer, the Rental Housing Owner or the Senior Housing Owner, or any successor in interest, in the event of any default or breach by the City or the Authority, or for any amount which may become due to NEI, the Developer, the Rental Housing Owner or the Senior Housing Owner or successor or on any obligations under the terms of this Agreement. Section 5.3. Equal Employment Opportuni_ty. The Developer, for itself and its successors and assigns, agrees that during the construction of the NEI Improvements provided for in this Agreement it shall comply with all applicable federal, State, and local equal employment and non-discrimination laws and regulations. Section 5.4. Titles of Articles and Section.q. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 5.5. Notices and Demands. Except as otherwise expressly provided in this Agreement, a-notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the City, is addressed to or delivered personally to the City at 590 40th Avenue N.E., Columbia Heights, MN, Attn: City Administrator; Co) in the case of the Authority, is addressed to or delivered personally to the Authority at 590 40th Avenue N.E., Columbia Heights, MN, Attn: Executive Director; (c) in the case of the Developer, is addressed to or delivered and personally to Columbia Heights Transition Block LLC, 325 Cedar Street, Suite 400, St. Paul, MN 55101; and (d) in the case of NEI, is addressed to or delivered and personally to NEI College of Technology, 825 41st Avenue N.E, Columbia HeightS, MN 55421, Attention: Chuck Dettmarm; or at such other address with respect to either such party as that party may, from time to time} designate in writing and forward to the other as provided in this Section 5.5. Section 5.6. Counterparts; Modifications. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. This Agreement may not be modified, waived, or otherwise amended except by a writing signed by the Developer, the City, the Authority and NEI. Section 5.7. Continuation of Certain Obligations. Nothing in this Agreement shall act to modify, amend, or otherwise relieve the Developer of its obligations and undertakings as stated in any other agreement to which the City, the Authority or NEI is a party. Section 5.8. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the state or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 10.11. Termination of Agreement. Upon termination of this Agreement, no party hereto shall have any obligation or rights hereunder and this Agreement shall be 'of no further force and effect, except as such provisions herein are expressly stated to survive such termination. IN WITNESS WHEREOF, the City, the Authority, the Developer and NEI have caused this Agreement to be duly executed in their name and on their behalf, with actual execution on the dates set forth below. CITY OF COLUMBIA HEIGHTS DATE: ,2000 By. Its Mayor . DATE: ,2000 By Itg City Administrator COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY DATE: ,2000 By Its President DATE: ,2000 By Its Executive Director COLUMBIA HEIGHTS TRANSITION BLOCK LLC DATE: ,2000 By. Its NEI COLLEGE OF TECHNOLOGY DATE: ,2000 By. Its EXHIBIT A CONSTRUCTION PLANS EXI4I~IT B LEGAL DESCRIPTION OF NEI RETAINED PROPERTY H:~NEIDevelopmentAgreement(clean) TC3:713057 v01 12/08/2000 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting of: December 11, 2000 AGENDA SECTION: Items for ORIGINATING EXECUTIVE Consideration, Other Resolutions. DEPARTMENT: EDA DIRECTOR NO: 7-A-2 APPROVAL ITEM: Resolution 2000-20, Resolution BY: Kenneth Anderson BY: Approving Contract for Private Development DATE: December 7, 200_/q12:~ _ and Issuance of $780,000 Note. ISSUE STATEMENT: This is a request for EDA api)roval of resolution 2000-20, Being a Resolution Approving Contract for Private Development and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Direction for the Issuance of its $780,000 Taxable Tax Increment Revenue Note, series 2000. BACKGROUND/ANALYSIS: Resolution 2000-20 is a resolution Authorizing the authority to enter into a contract for private development and to issue its $780,000 Taxable Tax Increment Revenue Note for the construction of a 50 unit senior assisted living facility. The developer is the Columbia Heights Transition Block, LLC, which will develop the site and assign its authority and responsibility to an entity to be created and operated by Crest View Corporation. The term on this note will be 20 years and extend between 2003 and 2023 and will allow tax increment to be generated between those years. Please refer to the letter dated DeCember 8, 2000 from the EDA Legal Counsel, Dan Greensweig, Kennedy and Graven, Chartered for more information. MOTION: Move to waive the reading of Resolution 2000-20, there being ample copies available to the public. MOTION: Move to Approve Resolution 2000-20, Being a Resolution Approving Contract for Private Development and Awarding the Sale of, and Providing the Form, Terms, Covenants, and Directions for the Issuance of its $780,000 Taxable Tax Increment Revenue Note, Series 2000. Attachments __DA ACTION: H:\consent Form\Resolution 2000-20 ..... ~ ......................... o re co umbra he hts cre ' ' ' i ""'*--''------~--"--~' .................... ~ ............. , ~ ~g~ s.t_y!ew, doc Columbia Heights City Council/EDA December 8, 2(XX) Page 1 of 4 CHARTERED 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 (612) 337-9300 telephone (612) 337-9310 fax http://www, kennedy-graven.com December 8, 2000 Mayor and City Council City of Columbia Heights' 590 40'~ Avenue, NE Columbia Heights, MN 55421 President and Commissioners Columbia Heights Economic Development Authority 590 40~ Avenue, NE Columbia Heights, MN 55421. Mayor and Councilmembers City of City of Columbia Heights 590 40th Avenue NE Columbia Heights, MN 55421 BY E-MAIL On Monday, December 11, 2000, the City Council and Economic Development Authority will be considering a number of documents relating to the affordable housing and senior housing projects proposed by Real Estate Equities and Crest View. Some of these documents have been prepared or reviewed by your city attorney, such as the NEI Development Agreement, and Mr. Hoeft is better situated to discuss them than I am. Our firm has prepared Ore reviewed a 'number of them, however, and I would like to briefly describe those. I will also be present at your December 11 meetings, as will representatives of the developers, and will of course be happy to discuss them in more detail and answer your questions at that time. DJG- 186055v3 CL205-11 Columbia Heights City Council/FDA December 8, 2000 Page 2 of 4 The documents, and brief descriptions of them, are as follows: DSG-186055v3 CL205-11 --~, ........... ~ ............................... a he ghts crest Vi~Tu.-d~ ............................ Columbia Heights City Council/EDA December 8, 2000 Page 3 of 4 o TIF resolution - EDA action This resolution gives the EDA's approval to creation of the TIF district that will be the source of much of the public financing of this project. TIF resolution - City Council action ' This resolution gives the City Council's approval to creation of the TIF district that will be the source of much of the public financing of this project. purchase Agreement - EDA action This agreement approves the sale of certain EDA property to be used in the project. The sales price is $1.00. A public heating has been noticed and will need to be conducted on this item. Senior Housing Contract for Private Development - EDA action Columbia Heights Transition Block LLC will construct a 50-unit senior housing project and then convey it to Crest View. The EDA will assist in financing the project by issuing a revenue note in the mount of $780,000 at 11% interest. The note will be payable solely fi.om tax increment generated by the project between 2003 and 2023. An authorizing resolution has been included that authorizes issuance of the note and approves the contract, and all other agreements being considered by the EDA on December 11. Affordable Housing Contract for Private Development - EDA action Columbia Heights Transition Block LLC will construct a 22-unit affordable rental townhome project. The EDA will assist in financing the project by issuing a revenue note in the amount of $175,100 at 9.50% interest. The note will be payable solely fi.om tax increment generated by the project between 2003 and 2020. An authorizing resolution has been included that authorizes issuance of the note and approves the contract. ..CDBG Grant - City Council action The City will grant $231,000 to Columbia Heights Housing Limited Partnership i for use in the affordable housing development. The grant will be made from the City's CDBG LCA Transition Block Grant - City Council action The City will grant $235,350 to Columbia Heights Transition Block LLC for use in the affordable housing development. The grant will be made from funds received fi.om the Metropolitan Council's Livable Communities program. The city's approval is contained in the general city resolution. 8. LCA Crest View Grant - City Council action DSG- 186055v3 CL205- i I ~_er'~'~: ~l-e-~'~'J~-e-~: ~ig.hth - Council ed~ memo re coibmb a he ghi~s cre~t vi~w, cl~ Columbia Heights City CouncWEDA December 8, 2000 Page 4 of 4 The City will grant $309,650 to Crest View ONDC I for use in the senior housing development. The grant will be made from funds received from the Metropolitan Council's Livable Communities program. The city's approval is contained in the general city resolution PILOT A~reement - City Council action Three of the affordable housing units will be exempt from taxation because of the funding they receive pursuant to an agreement the City has previously entered into with the Minneapolis Public Housing Authority. The PILOT agreement obligates the owner of these units to make payments in lieu of taxes to the City in the amount that the City would have levied as property taxes if not for the exemption. The city's approval is contained in the general city resolution. For the most part, it does not matter in which order you act on these documents. Still, there arc a few things to keep in mind during your consideration. Although I will assume for this discussion that these agreements will all be approved on Monday, and I have provided draft resolutions approving the documents in their entirety, the EDA and the City Council both have absolute discretion to reject any or all of the agreements. First, both the EDA and the City Council should act on the resolutions relating to the TIF district before moving on to the other agreement. Until the TIF district is created, the EDA does not have authority to enter into the contracts for private development. Second, the devek~pers have been quite emphatic that each of these agreements are necessary to provide adequate financing for the projects. Thus, while you are not obligated to approve all of these agreements, you should keep in mind that failure to approve one or more of them may jeopardize the project, and will at least require the developers to recalculate their financing. As a result, if you are hesitant to approve any of these agreements, I recommend that you do not approve any of them until the resulting financing issues can be resolved. Third, the senior housing portion of this development is anticipating the City's issuance of revenue bonds in March or April of 2001. It is my understanding that without these bonds, the senior housing project cannot be constructed. While the documents you will consider on December 11 do not legally obligate the City to issue the bonds, as a practical matter it will be complicated to untangle these agreements if the senior project does not proceed. Thus, while it is always possible that interest rates or other market conditions outside of the control of everyone involved will make issuance impracticable by next spring, I urge you to use this opportunity to confirm that these developments are what the EDA and the City desire from a policy standpoint. Finally, it is possible that some of the projected financial 'numbers that I have provided may change slightly between now and Monday night. While I do not anticipate any large shifts, the DJG- 186055v3 CL205- I 1 ,- ....... _ .......... ~_._... .............................. g ts crest view. doc Columbia Heights City Council/EDA December 8, 2000 Page 5 of 4 developers are in the process of confirming construction costs this week and this may have an impact on the amount .and the structure of the public assistance that they will request. They understand that they must be prepared to confirm final numbers with you before you act on these agreements. I look forward to seeing all of you on Monday night. If you have any questions before then, please do not hesitate to contact me. ~ DSG-186055v3 CL205-1 ! Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $780,000 TAXABLE TAX INCREMENT Rl~VENUE NOTE, SERIES 2000. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 9 (the "TIF District") within the Central Business District Redevelopment Project (the "Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its $780,000 Taxable Tax Increment Revenue Note, Series 2000 (the "Note") for the purpose of financing certain costs of the Project. 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. The Authority hereby approves the Contract for Private Development ("Agreement") between the Authority and Columbia Heights Transition Block LLC ("Developer"), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with Authority, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. The Note shall be delivered to the Developer. The Note is to be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery, and shall bear interest at the rate of 11.00% per annum to the earlier of maturity or prepayment. The Authority shall receive in exchange for the sale of the Note the agreement of the Developer to pay the Land Acquisition and Site Improvement Costs as defined in the Agreement. 1.03. Optional Redemption. The Authority may prepay the Note in whole or in 1 DJG-190358vl CL205-14 Ken Anderson - #190358 vl - crest view aUthorizing resolUtion.doc ........... , page 2 l1 part, without premium or penalty, on any date. If prepayment is in part, amounts prepaid will be applied first to the outstanding principal amount of the Note and then to accrued interest. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $780,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2000 Date Rate of Original Issue 11.00% ,20 Principal Amount: Registered Owner: The Columbia Heights Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner specified above, or registered assigns (the "Owner"), but solely from the sources, to the extent and in the manner hereinafter identified, the principal amount specified above together with interest on the outstanding principal sum from time to time at the interest rate specified above, payable on each February 1 and August 1 ("Payment Dates"), commencing August 1, 2003 and continuing through February 1, 2023. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date,' is legal tender for the payment of public and private debts. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 365 days and charged for actual days principal is unpaid. This Note is subject to prepayment in whole or in part at the option of the 2 DJG-190358vl CL205-14 Authority on any date. This Note is one of an authorized issue in the total original principal amount of $780,000 to aid in financing certain development costs of a project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on , 2000, and pursuant to and in full conformity with the Constitution and laws of-the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment as defined in the Resolution, the terms of which are hereby incorporated by reference. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State' of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor anY political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of moneys pledged thereto under the Resolution, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Authority shall pay to the Owner on each Payment Date the amount of Available Tax Increment. To the extent that, on any Payment Date, the Authority does not have on hand sufficient Available Tax Increment together with capitalized interest to make the scheduled payment, the amount of deficiency shall be deferred and paid, without interest thereon, to the extent possible on the next Payment Date on which the Authority has re.ceived Available Tax Inc. rement sufficient to do. so. If any amount payable under th~$_ Note has n.ot been prod by Febru 1. 2023 ..... made on such date, any amount ,- ' .a~ , . . after any payment ~s _ n,,, paid shall be forgiven anti the Authority shall have no further liability with respect thereto. If as of any Payment Date there is an uncured Event of Default under the Contract for Private Development between the Authority and to Columbia Heights Transition Block LLC (Developer) dated as of 2000 (the" ,, , Agreement ), the Authority may withhold Available Tax Increment otherwis~ payable on such Payment Date. If the default is cured in accordance with the Agreement, the Available Tax Increment withheld shall be deferred and paid, without interest thereon, on the next Payment Date after the default is cured. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept. for that purpose at the principal office of the Authority's Executive Director, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same 3 DJG-190358vl CL205-14 I:,,,Ke-n Anderson- #190358 vl- crest view authorizing resoiutioni~ ' .......... i page4 j aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate or other related entity, of the Owner or to the Developer unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to mfike this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Columbia Heights Economic Development Authority Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last listed below. 4 DJG-I90358vl CL205-14 ...... - .... =,~un - ~1~0358 vl - crest view authoriz ng resolu~~ '--'------- Pa Date of Director Registered Owne, Signature of Executive Section 3. Terms, Execution and Deliverg. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R~I. -- The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Date,,;. Principal of and interest on the Note shall be payable by mail to the owner of reco~d thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. ~. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the fights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Re~. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) T~ransfer of Not~. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in th transferees, a new Note of ~;t. ....... e .name of the designated transferee odr a ...,,. a~grega~e pnnc~pal amount and maturity, as requeste by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person (other than an affiliate, Developer) unless the Authority has or other related entity, of the Owner. or the certificate of the transferor, in a form been provided with an opinion of counsel or a satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 5 DJG- 190358v l CL205-14 (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In the event the Note is prepaid, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the prepayment of Note. If the Note so called for prepayment it will cease to bear interest after the specified redemption date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 6 DJG-I90358vl CL205-14 ~,- .......... oun - F'l ~0358 vl - crest view authorizing resolution.docPa¢ 3.04. ..Preparation and Delivery. The Note shall be prepared under the direction of the Authority's Executive Director and shall be executed on behalf of the Authority by the signatures of 'its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes; the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner or Owners thereof upon payment of purchase price and satisfactions with the conditions of delivery under Section 3.3 of the Agreement, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Ple_!~d e. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, which term means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof.' (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and 03) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment necessary to pay principal and interest due on the Note in such year. Any amounts remaining in the Bond Fund shall be transferred to the Authority's account for its TIF District No. 9 upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceeding. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed 7 DJG-190358vl CL205-14 I Ken' AndersOn' #190358 vl ' ~est ~iew authorizing resoluti~'r~i~do~ ................ page 8 representations of the Authority as to the facts recited therein. ' Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted this ~ day of , 2000. President Execrative Director 8 DJG- 190358v 1 CL205-14 ~december eighth - crest view ondc I c°iumbia heights ~pd doc Second Draft December 6, 2000 CONTRACT FOR PRIVATE DEVELOPMENT BY AND BETWEEN Columbia Heights ECONOMIC DEVELOPMENT AUTHORITY AND COLUMBIA HEIGHTS TRANSITION BLOCK LLC Dated ,2000 This document drafted by: Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 (612) 337-9300 DJG-190143v2 CL205-14 Ken Anderson- december eighth; CreSt View ~ndCi ~°i~jmb a~'h~ ghtS"~pd"~l~)~ I , ~ , ~ page 2 CONTRACT FOR PRIVATE DEVELOPMENT THIS AGREEMENT is made as of the ~ day of ,2000 by and between the Columbia Heights Economic Development Authority, a body corporate and politic (the "Authority") and Columbia Heights Transition Block LLC, a Minnesota limited liability company (the "Developer"). WITNESSETH: WHEREAS, Crest View Corporation, a Minnesota nonprofit corporation ("Crest View") has been serving the elderly and frail citizens of the City of Columbia Heights (the "City") since 1952, when it first opened its nursing home, Crest View Lutheran Home; and WHEREAS, as the demand for its services has grown, Crest View has developed its campus to construct and operate independent housing and assisted living projects known as Royce Place, The Boulevard, and Columbia Village, which offer residential living and service choices for seniors; and WHEREAS, the City has a history of providing support to the endeavors of Crest View, recognizing the benefit provided by Crest View to the City, including facilitating the issuance, in March 1998 of tax-exempt Multifamily and Health Care Facilities Revenue Bonds (Crest View Corporation Project); and WHEREAS, Crest View has formed an affiliation with Opportunity Neighborhood Development Corporation for the purpose of purchasing the real estate for, and developing and operating a senior housing facility (the "Facility") within the Authority's Central Business District Redevelopment Property (the "Project") and Tax Increment Financing District No. 9 (the "TIF District") within the City pursuant to Minnesota Statutes, Sections 469.174 to 469.179; and WHEREAS, the Authority believes it will be in the best interest of and will advance the health, safety and general welfare of the City and its residents to provide for the physical, social and emotional needs of its senior citizens through assistance in financing the Facility; WHEREAS, the Authority has determined that: (i) thc Developer has proposed constructing and operating the Facility in conjunction with Crest View as a means of redeveloping certain blighted property within the City; and (ii) there is a need to alleviate a shortage of decent, safe and sanitary housing for persons aged 62 and older and other persons of low or moderate income in the City; and WHEREAS; the Authority has determined to address such blight and shortage in part through redevelopment of certain property within the City and the facilitation of the development of housing for low and moderate income persons as further described herein; WHEREAS, in order to achieve their objectives as described herein, thc parties hereto arc prepared to pay certain development costs and undertake certain activities in order to bring about redevelopment of blighted property and development of housing for persons of low or moderate 2 DJG-190143v2 CL205-14 Ken Anderson- december eighth-crest view ondcl columbia )eights CPd:doc ,i~ii ' : page 3 I income; WHEREAS, the Authority believes that the fulfillment generally of this Agreement is in the vital and best interests of the Authority and the City, and the health, safety, morals, and welfare of the City's residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the development intended hereunder will be undertaken and is being assisted; and NOW, THEREFORE, in consideration of the mutual covenants and obligations of the Authority and the Developer, each party does hereby represent, covenant and agree with the other as follows: 3 DJG-190143v2 CL205-14 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Columbia Heights t~conomic Development Authority. "Authorizing Resolution" means the resolution of the Authority, substantially in the form of the attached Exhibit C, adopted by the Authority's board of commissioners to authorize the issuance of the Note. "Available Tax Increment" means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and (B) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. "Bond Documents" means, collectively, the documents entered into by the City and a borrower in connection with issuance of the Bonds. "Bonds" means the tax-exempt 501(c)(3) bonds issued by the City to assist in financing the Minimum Improvements. "City" means the City of Columbia Heights, Minnesota. "Closing Date" means the date of issuance of the Note. "Columbia Heights Housing Limited Partnership I" means Columbia Heights Housing Limited Partnership I, a Minnesota Limited Partnership. "Construction Plans" means plans, specifications, drawings and related documents on the construction work to be performed on the Property which (a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following: (1) site plan; (2) landscape plan; and (3) such other plans or supplements to the foregoing plans as the City may reasonably 4 DJG-190143v2 CL205-14 Anderson - december eighth~ crest view ondc I columbia heights cPd dOC Page, request to allow it to ascertain the nature and quality of the proposed construction work and that are available to the Developer at a reasonable cost. The Construction Plans for any building to be constructed on the Property shall additionally include the following: (1) foundation plan; (2) basement plans; (3) floor plan for each floor; (4) cross sections of each (length and width); and (5) elevations (all sidbs). "Crest View" means Crest View Corporation, a Minnesota nonprofit corporation, or its permitted successors and assigns. "Crest View Advanced Missions I, LLC" means Crest View Advanced Missions I, LLC, a Colorado limited liability company which is a member of Crest View ONDC I and of which Crest View Corporation is the single member. "Crest View ONDC I" means Crest View ONDC I, a Minnesota nonprofit corporation, which has as/ts sole members Crest View Advanced Missions I, LLC and ONDC. "County" means the County of Anoka, Minnesota. "Developer" means Columbia Heights Transition Block LLC, or its permitted successors and assigns. "Event of Default" means an action by the Developer listed in Article IX of this Agreement. "Holder" means the owner of a Mortgage. "LCA Agreement" means the agreement dated , 2000 between the City and Crest View ONDC I pertaining to the use of $309,650 of Livable Communities Act funds for the Minimum Improvements. "Material" means any effect or change which significantly alters the intended use of the Property, or increases or decreases the costs of any individual item of the Minimum Improvements by more than $100,000. "Maturity D -" ate means the earliest of February 1, 2023, the date that the Note has been paid in full, or the date that the Note has otherwise been terminated according to its terms. "Minimum Improvements" means the construct/on on the Property of a 50-unit senior rental housing facility that complies with the requirements pertaining thereto as set forth in the Bond Documents, this Agreement, and the Planned Unit Development Agreement. "Mortgage" means any mortgage made by the Developer which is secured, in whole or in part, with the Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "N-El" means NEI College of Technology, a Minnesota nonprofit corporation. 5 DJG-190143v2 CL205-14 Ken Anderson - december eighth - crest view ondc I columbia heights cpd.doc . Page 6 t "Note" means a Tax Increment Reveflue Note in substantially the form contained in the Authorizing Resolution. "0NDC" means Opportunity Neighborhood Development Corporation, a Minnesota nonprofit corporation. "Planned Unit Development Agreement" means the agreement of such name entered into by and among the City, the Developer, and NEI pertaining to granting of the appropriate permits and authorizations necessary to provide for a planned unit development project. "Property" means the real property described at Exhibit A to this Agreement. At~er the construction of the Minimum Improvements, the term shall mean the Property as so improved. "Project" means the Authority's Central Business District Redevelopment Project. "Project Plan" means the Authority's project plan for the Project. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Property and which is remitted to the Authority by the County as tax increment pursuant to the Tax Increment Act. "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.179, as amended. "Tax Increment District" or "TIF District" means the Authority's Tax Increment Financing District No. 9. "Tax Increment Plan" or "TIF Plan" means the Authority's tax increment financing plan for the TIF District, as it may be amended. "Tax Official" means any County assessor, County auditor, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of strikes, other labor troubles, prolonged adverse weather or acts of God, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. 6 DJG-190143v2 CL205-14 i ~,en Anderson - december eighth - crest view ondc I columbia heights cpd.doc, Page 7 ARTICLE II .Representations and Warrantie~ Section 2.1. Representations by the Authority. The Authority represents and warrants that: - (a) The Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the Authority a~e undertaken to redevelop blighted property within the City through the creation of housing oppommities for persons of low and moderate income. Section 2.2. Rer~resentations and Warranties by Developer. The Developer represents and warrants that: (a) The Developer is a limited liability company in good standing under the laws of Minnesota and has power to enter into this Agreement. (b) The Developer has received no notice or communication from any local, State, or federal official that the activities of the Developer or the Authority pursuant to or envisioned by this Agreement may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause the Developer to be in violation of or give any person a valid claim under any local, State, or federal environmental law, regulation, or review procedure. (c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by, or conflicts with or results in a breach of the terms, conditions, or provisions of any Corporate or partnership restriction or any evidences of indebtedness, agreement, or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. (d) The development of the Minimum Improvements would not occur but for the tax increment financing assistance being provided hereunder. 7 DJG-190143v2 CL205-14 ARTICLE III Public Assistance and Other Undertakin_os Section 3.1. Conveyance of thc Development Property. As of the date of this Agreement, the Developer owns or has entered into a purchase agreement to acquire fee title to the Property, having acquired title in expectation of the assistance being provided hereunder. The Authority has no obligation to acquire the Property or any portion thereof, but has entered into a purchase agreement dated ,2000 pursuant to which the Authority shall convey the portion of the Property subject to such purchas9 agreement. Section 3.2. Land Acquisition and Site Improvements. (a) Subject to the terms and conditions of the Note Agreement, and in order to make development of the Minimum Improvements economically feasible, the Authority shall reimburse the Developer for up to Seven Hundred Eighty Thousand and no/100ths Dollars ($780,000) of the costs of acquiring the Property and making public improvements designed to serve the Minimum Improvements, including site preparation, demolition and removal, soils correction and remediation, utility work, sidewalk, curb, and gutter work, earthwork, landscaping, and other costs eligible for reimbursement under the TIF Act (the "Site Improvements") (the costs of acquiring the Property and making the Site Improvements are referred to herein collectively as the Land Acquisition and Site Improvement Costs"). In order to make such reimbursement, the Authority shall issue and the Developer shall purchase the Note in substantially the form set forth in the Authorizing Resolution attached as Exhibit C. The Authority and the Developer agree that the consideration from the Developer for the purchase of the Note shall consist of the Developer's payment of the Land Acquisition and Site Improvement Costs. (b) The Authority shall deliver the Note upon receipt from the Developer of a payment request certificate signed by its duly authorized representative stating: (i) that the Developer has paid Land Acquisition and Site Improvement Costs in at least the amount of $780,000; (ii) that no Event of Default has occurred and is continuing under this Agreement; and (iii) that the Developer has received a Certificate of Completion pursuant to Section 4.4 of this Agreement. The payment request certificate must be accompanied by evidence satisfactory to the Authority that the Land Acquisition and Site Improvement Costs have been incurred and paid by the Developer. (c) The Authority shall not be obligated to make any payment under the Note if there is an Event of Default on the Developer's part under this Agreement that has not been cured as of the date such payment is otherwise due. (d) The Authority makes no warranties or representations that Available Tax Increment (as defined in the Authorizing Resolution) will be sufficient to pay the Land Acquisition and Site Improvement Costs or interest thereon. The Developer agrees and understands that Available Tax Increment is subject to calculation by the County and change in State law, and that all or a portion of Land Acquisition and Site Improvement Costs may remain unpaid after the Maturity Date. 8 DJG-190143v2 CL205-14 Anderson - december eighth ~ crest' view ondc i'~'01Umbia heights cPd.doc - ' ----- ~ ~ Page 9 Section 3.4. Payment of Administrative Costs. The Developer agrees to pay all costs incurred by the City and the Authority in the preparation, review, and approval of this Agreement and any other agreement, resolution, financial calculation, engineering review, document, review, or process prepared or undertaken pursuant to or arising out of this Agreement (the "Administrative Costs"). The Developer acknowledges and agrees that time is of the essence with regard to this Section 3.4 and that the obligations of the Authority hereunder are expressly contingent on the Developer's compliance with the terms .of this Section 3.4. The provisions of this Section 3.4 shall survive termination of this Agreement. (b) The terms of this Section 3.4 are for the sole benefit of the Authority, and nothing in this Section 3.4 shall be construed to limit th~ ability of the Authority to lawfully recover Administrative Costs from Tax Increment during or after the term/nation of this Agreement. Section 3.5. _Records. The Authority may at all reasonable times, after reasonable notice, inspect, examine and copy all books and records of the Developer relating to the Minimum Improvements. The Developer shall use its best efforts to cause the contractor or contractors, all subcontractors, and their agents and lenders to make their books and records relating to the Site Improvements available to the Authority, upon reasonable notice, for inspection, examination and audit. These records shall be kept and maintained by the Developer until four years after the Maturity Date. Section 3.6. Soil Conditions. The Developer acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Property or its fitness for construction of the Minimum Improvements or any other purpose for which the Developer may make use of the Property. The Developer further agrees that it w/Il indemnify, defend, and hold harmless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants on the Property. 9 DJG-19014~3v2 CL205-14 I Ken Anderson- december eighth' crest view Ondc I C~iUmb ~ heB~t~ ~&pd,,dq9 ,] ]' ' ,page~lO ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvement.q. (a) The Developer will construct the Minimum Improvements on the Property in accordance with the Construction Plans. At all times prior to the Maturity Date, the Developer will operate, maintain, preserve, and keep the Minimum Improvements, with the appurtenances and every part and parcel thereof, in good repair and condition. The Authority shall have no obligation to operate or maintain the Minimum Improvements. (b) The Developer will construct the Minimum Improvements in accordance with all local, State, and federal energy-conservation laws or regulations. (c) The DeveloPer will obtain, in a timely manner, all required permits, licenses, and approvals, and will meet, in a timely manner, all requirements of all applicable local, State, and federal laws and regulations which are required to be obtained or met before the Minimum Improvements can be lawfully constructed, including, without limitation, the requirements of any necessary special use permits. (d) The Developer shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements, or the Developer or its business which may require changes in construction of the Minimum Improvements. Section 4.2. Construction Plans. (a) Before beginning construction of the Minimum Improvements, the Developer shall submit Construction Plans to the Authority. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the TIF Plan, the Planned Unit Development Agreement, and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing if: (i) the Construction Plans conform to the terms and conditions of this Agreement and the Planned Unit Development Agreement; (ii) the Construction Plans conform to the goals and objectives of the Project Plan and the TIF Plan; (iii) the Construction Plans conform to all applicable federal, state, and local laws, ordinances, rules, and regulations; (iv) the Construction Plans are adequate to provide for construction of the Minimum Improvements; (v) the Construction Plans do not provide for expenditures in excess of the funds available to the respective owner for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a review by the City's building official or other staff of the Authority of the Construction Plans. No approval by the Authority shall relieve the Developer of the obligation to comply with the terms of this Agreement, the Development Plan, the TIF Plan, the Planned Unit Development Agreement, or applicable federal, state and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default hereunder. If approval of the Construction Plans is requested by the Developer in 10 DJG-190143v2 CL205-14 1 Ken AndersOn- december eighth - crest view ondc i ~bl~mb ah~ gini:s 'cpd doc Page 11 writing at the time of submission, such Construction Plans shall be deemed approved unless rejected in writing by the Authority, in whole or in pan. Such rejections shall set forth in detail the reasons therefore, and shall be made within fourteen (14) days after the date of their receipt by the Authority. If the Authority rejects any Construction Plans in whole or in pan, the Developer shall submit new or corrected Construction Plans within fourteen (14) days after written notification to the Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. (b) If the Developer desires to make any Material change in the Construction Plans after their approval by the Authority, the Developer shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Developer in writing of its approval. Such change in the Construction Plans shall, in .any event, be deemed approved by the Authority unless rejected, in whole or in pan, by written notice by the Authority to the Developer, setting forth in detail the reasons therefor. Such rejection shall be made within ten (10) days after receipt of the notice of such change. Section 4.3. Commencement and Completion of Construction. The Developer shall commence the construction of the Minimum Improvements by no later than July 1, 2001. The Developer shall complete the construction of the Minimum Improvements by no later than December 31, 2002. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Property shall be in conformity with the Construction Plans. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of this Agreement relating solely to the obligations of the Developer to construct the Minimum Improvements (including the dates for beginning and completion thereof), the Authority will furnish the Developer with a certificate, in substantially the form set forth at Exhibit B to this Agreement, evidencing the conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer, and its successors and assigns, to construct the Minimum Improvements and the dates for the beginning and completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any pan thereof. (b) If the Authority shall refuse or fail to provide any certification in accordance with fhe provisions of this Section 4.4, the Authority shall, within fourteen (14) days after written request by the Developer, provide the Developer with a written statement, indicating in adequate detail in what respects the Developer has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, or is otherwise in default, and what measures or acts it will be necessa/y, in the opinion of the Authority, for the Developer to take or perform 11 DJG-190143v2 CL205-14 Anderson december eighth ' crest'v!~w ondc I C~lUmbia t~eighi$ CP~ doc, : Page 121 in order to obtain such certification. (c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Developer has received an occupying permit from the responsible inspecting authority for all residential units, common areas, and other portions of the Minimum Improvements. Section 4.5. Additional Financing. The covenants of the Developer pursuant to this Article IV are subject to: (i) the Developer's receipt of mortgage and other forms of financing (including the proceeds of the Bonds) by the Developer or its permitted assigns sufficient to complete construction of the Minimum Improvem. ents in accordance with this Agreement; and (ii) the execution by all other parties thereto and delivery to the Developer of the LCA Agreement; provided that if either of these conditions are not met, the Developer may, at any time prior to commencement of construction of the Minimum Improvements, terminate this Agreement upon written notice to the Authority and have no other obligation hereunder except as expressly set forth tO the contrary herein. 12 DJG- i 90143 v2 CL205-14 ~Ken Anderson,-december eighth - crest V ew ondc I colemb a heights cpd doc Page 13 ARTICLE V Insurance 5.1. Insurance. (a) Upon commencement of construction and continuing until at least the Maturity Date, the Developer shall maintain, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment.of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies covering such risks as are ordinarily insured against by similar businesses; (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum mount for each occurrence and for each year of $1,000,000, and shall be endorsed to show the Authority as additional insured; and (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Developer, in such amount as is customarily carried by like organizations engaged in like activities of comparable size and liability exposure. (b) All insurance required in this Article V shall be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Developer will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement, each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Developer shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. (d) The Developer agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements, or any portion thereof resulting from fire or other casualty. In such event the Developer will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Developer will apply the net proceeds of any insurance relating to such damage received to the payment or reimbursement of the costs thereof. The Developer shall complete the repair, reconstruction, and restoration of the Minimum 13 DJG-190143v2 CL205-14 I Ken Anderson- december eighth 'crest view. ondc I columbia heights cpd.dOC' page 14 Improvements, whether or not the net proceeds of insurance received by the Developer for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction and restoration shall be the property of the Developer. (e) The parties hereto agree that all of the provisions set forth in this Article V shall terminate upon the Maturity Date. 14 DJG-190143v2 CL205-14 Ken ,~nOerson - december eighth - crest view ondc I columbia ~eights cpd.dOc , Page ARTICLE VI Use of Tax Increment Section 6.1. Use of Tax Increments. Except for its obligations under this Agreement and the Note regarding T'ax Increment, the Authority shall be free to use any Tax Increment received from the Property for any purpose for which such Tax Increment may lawfully be used, and the Authority shall have no obligation to the Developer or any other person with respect to the use of such Tax Increment. Section 6.2. _Rieht to Collect Delinquent 'Taxes. The Developer acknowledges that the Authority is providing substantial aid and assistance in furtherance of the development of the Property. The Developer understands the Authority's ability to assist the Developer in the manner specified in this Agreement is directly dependent upon the prompt and timely payment of real estate taxes. To that end, the Developer agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Property and the Minimum Improvements. The Developer acknowledges that this obligation creates a contractual right on behalf of the Authority to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the Anoka county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. 15 DJG-190143v2 CL205-14 Ken AnderSon - december eighth- crest view ondc I col~mbia heigh'ts CpdldOc Page 161 ARTICLE VII Financine Section 7.1. Mortgage Financing. (a) Before commencement of construction of the Minimum Improvements, the Developer shall submit to the Authority evidence of one or more commitments or definitive agreements providing for mortgage financing which, together with committed equity for such construction, is sufficient for: (i) acquisition of the Property; (ii) construction of the Minimum Improvements; and (iii) performance of the Developer's obligations under the Planned Unit Development, Agreement, to the extent the Developer can practicably perform such obligations by such time. Such commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take-out financing commitment, or any combination of the foregoing. Such commitment or commitments for short term or long term mortgage financing shall be subject only to such conditions as are normal and customary in the mortgage banking industry. The Authority shall cooperate with the Developer in obtaining the issuance of the Bonds. (b) If the Authority finds that the mortgage financing is sufficiently committed and adequate to'meet the Developer's obligations under Section 7.1 then the Authority shall notify the Developer in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within fourteen (14) days from the date when the Authority is provided the evidence of mortgage financing. A failure by the Authority to respond to such evidence of mortgage financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of mortgage financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Developer shall submit adequate evidence of mortgage financing within thirty (30) days after such rejection. Approval of financing pursuant to this Section 7.1 Co) may be by staff of the Authority. Section 7.2. Option to Cure Default on Mortgage. In the event that there occurs a default under any Mortgage authorized pursuant to this Agreement, the Developer shall cause the Authority to receive copies of any notice of default received by the Developer from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Developer within such cure periods as are available to the Developer under the Mortgage documents. 16 DJG- 190143v2 CL205-14 Ken Anderson- december eighth - crest view Ondc I COlUmbia heights cpdldoc page :17 1 ARTICLE VIII Prohibitions ARainst Assignment and Transfer; Indemnification Section 8.1. Representation as to Development. The Developer represents and agrees that its undertakings pursuant to this Agreement are for the purpose of development of the Property. Section 8.2. Release and Indemnification Covenants. (a) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and deferid the City, the Authority, and their governing body members, officers, agents, servants, and employees, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (b) Except for any willful, reckless, intentional, or negligent act of the following named parties, the City, the Authority, and their governing body members, officers, agents, servants, and employees shall not be liable for any damage or injury to the persons or property of the Developer or their partners, officers, agents, servants, employees, or to any other person who may be about the Property or Minimum Improvements. (c) All covenants, stipulations, promises, agreements, and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City and the Authority, respectively, and not of any governing body member, officer, agent, servant, or employee of the City or the Authority in the individual capacity thereof. (d) The provisions of this Section 8.2 shall survive termination of this Agreement. Section 8.3. Prohibition Against Developer's Transfer of Property and Assi..tmment of Agreement. (a) The Developer represents and agrees that prior Maturity Date, except only by way of security for, and only for, the purpose of obtaining financing necessary to enable the Developer or any successor in interest to the Development Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Developer has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to the Agreement or the Property or any part thereof or any interest therein (except a lease to a residential tenant of any residential unit within the Minimum Improvements), or any contract or agreement to do any of the same, without the prior written approval of the Authority. Any such transfer shall be subject to the provisions of this Agreement. (b) Prior to the Maturity Date, in the event the Developer, upon transfer or 17 DJG-190143v2 CL205-14 Ken Anderson - december eighth - crest view ondc I columbia heights CpdldOc page 18 assignment of the Property or any portion thereof, seeks to be released from its obligations under this Agreement as to the portion of the Property that is transferred or assigned, the Authority shall be entitled to require, except as otherwise provided in the Agreement, as conditions to any such release that: (i) Any proposed transferee shall have the qualifications and financial responsibility, in the sole judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Developer as to the portion of the Property to be transferred. (ii) Any proposed transferee, .by instrument in writing satisfactory to the Authority and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Developer under this Agreement as to the portion of the Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Developer is subject as to such portion; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Development Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority: In the event the foregoing conditions are satisfied, then the Developer shall be released from its obligation under this Agreement, as to the portion of the Property that is transferred, assigned, or otherwise conveyed. (c) Notwithstanding anything to the contrary herein, the Developer shall, prior to and 18 DJG-190143v2 CL205-14 Ken AndersOn - december eighth - crest view ondc I col~mbia heightS'cPd dOc page i9 as a condition precedent to issuance of the Note: (i) assign or otherwise transfer its rights and obligations under this Agreement and the Authorizing Resolution to Crest View ONDC I or Crest View Advanced Missions I, LLC; and (ii) prior to or upon such assignment or other transfer, deliver to the Authority a written, recordable instrument: (A) in a form acceptable to the Authority; (B) executed by Crest View ONDC I or Crest View Advanced Missions I, LLC, as the case may be; and (C) expressly assuming on the part of Crest View ONDC I or Crest View Advanced Missions I, LLC, as the case may be, all of the Developer's obligations hereunder and agreeing to be subject to all the conditions and restrictions of the Developer with regard to the Property. 19 DSG-190143v2 CL205-[4 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any failure by any party to observe or perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder, or under the Planned Unit Development Agreement or the LCA Agreement, provided that when such failure or breach does not involve the payment of money to the Authority, such failure or breach shall not constitute an "Event of Default" if corrective action is instituted by or on behalf of such party within such thirty (30) day period and diligently pursued until the earlier of the date such default is corrected or one hundred eighty (180) days has elapsed. Nothing in this Article IX shall limit the rights of the Authority to exercise any remedy to which it is entitled under any other provision of this Agreement or the Planned Unit Development Agreement. Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may: (a). suspend its performance under this Agreement until it receives assurances that the defaulting party will cure its default and continue its performance under this Agreeiuent; (b) cancel and rescind or terminate this Agreement and the Note; and (c) take whatever other action, including legal, equitable, or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the any party in this Agreement is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any fight or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. 20 DJG-190143v2 CL205-!4 I Ken Artderson -december eighth,, crest yiew ondc I columbia heights'~Pd:~io~ i '. 'i:'' Page 21 I ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority and Representatives Not Individually Liable. The Authority and the Developer, to the best of their respective knowledge, represent and agree that no member, official, or employee of the .City or the Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official, or employee of the City or the Authority shall be personally liable to the Developer or any successor in interest, in the event of any default or breach by the Authority, or for any amount which may become due to the Developer or successor or on any obligations under the terms of this Agreement. Section 10.2. Equal Employment Opportunity. The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement it shall comply with all applicable federal, State, and local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The Developer agrees that prior to the Maturity Date, it, and its successors and assigns: (a) shall use the Property solely for the purpose of constructing and operating housing facilities pursuant to the terms of this Agreement; (b) shall not discriminate upon the basis of race, color, creed, sex, national origin, or any other classification prohibited by law in the sale, lease, or rental, or in the use or occupancy of the Property or any improvements erected or to be erected thereon, or any part thereof; and (c) shall otherwise comply with the restrictions on use set forth in this Agreement. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Authority, is addressed to or delivered personally to the Authority at 590 40th Avenue N.E., Columbia Heights, MN, Attn: Executive Director; and 21 DJG-190143v2 CL205-14 (b) in the case of the Developer, is addressed to or delivered and personally to Columbia Heights Transition Block LLC, 325 Cedar Street, Suite 400, St. Paul, MN 55101; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section 10.6. Section 10.7. Counterparts; Modifications. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. This Agreement may not be modified, waived, or otherwise amended except by a writing signed by the Developer and the Authority. Section 10.8. Attorney Fees. Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due, or for the enforcement of performance or observance of any obligation or agreement on the part of the Developer under this Agreement, the Developer agrees that it shall, within ten (10) days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. Section 10.9. Continuation of Certain Obligations. Nothing in this Agreement shall act to modify, amend, or otherwise relieve the Developer of its obligations and undertakings as stated in the Planned Unit Development Agreement, or any other agreement to which the Developer, and the City or the Authority, are parties. Section 10.10. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of Minnesota. Any dispute arising from this Agreement shall be heard in the state or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 10.11. Termination of Agreement. Upon termination of this Agreement, no party hereto shall have any obligation or rights hereunder and this Agreement shall be of no further force and effect, except as such provisions herein are expressly stated to survive such termination. 22 DJG-190143v2 CL205-14 Keri'AndersOn ' deCember'eighth 2'~r~st view:~nsc i ~(~iU'~'6ia"~eigh't~"~:'Ps~ Pa" e23 IN WITNESS WHEREOF the Authority and the Developer have caused this Agreement to be duly executed in their name and on their behalf, with actual execution on the dates set forth below. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its By Its DATE: ,2000 STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of ,2000 by and , the and and of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. Notary Public 23 DJG-190143v2 CL205-14 I Ken Anderson , december eighth: ciest view ondc I cOlUmbia, heig,h, ts CP~:doc . ....... P~ge,~24 I COLUMBIA HEIGHTS TRANSITION BLOCK LLC DATE: ,2000 By Its STATE OF MINNESOTA ) COUNTY OF ) The foregoing insmanent was acknowledged before me this ~ day of ,2000 by and ., the and of Columbia Heights Transition Block LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 24 DJG-190143v2 CL205-14 !!iKer~.An.cl. erson- december eiglith ;:crest View Ondc I Co~l,mbia fi~igh~s ~pd doc page 25 EXHIBIT A NEED LEGAL DESCRIPTION OF SENIOR HOUSING PROJECT PROPERTY HERE A-25 DJG-190143v2 CL205 - 14 Ken Anderson - december eighth -crest view ondc I columbia he!ghts cpd.d0~ Page 26 I EXHIBIT B CERTIFICATE OF COMPLETION The undersigned hereby certifies that (the "Developer") has fully complied with its obligations under Articles III and IV of that document titled "Contract for Private Development," dated , 2000 between the Columbia Heights Economic Development Authority and the Developer ("Contract"), with respect to construction of the Minimum Improvements in accordance with the Construction Plans, and that the Developer is released and forever discharged from its obligations to construct of the Minimum Improvements under Articles HI and IV of the Contract, provided that nothing herein releases any other obligations of the Developer under the Contract. DATE: ,2000 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me this __ day of ,2000 by and , the and and of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Authority. This document drafted by: I' Kennedy & Graven, Chartered 470 Pillsbury Center Minneapolis, MN 55402 B-26 DJG-190143v2 CL205-14 t Ken~An-clers°n, december eighth, creSt view Ondc I ColUmbia ~heights CpdldpC' , · page 27 I(612) 337'9300 I B-27 DJG-190143v2 CL205-14 t Ken Anderson - december eighth - crest view ondc I columbia height,s cpd.doc .... Page 28 ] EXHIBIT C Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $780,000 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 2000. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 9 (the "TIF District") within the Central Business District Redevelopment Project (the "Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its $780,000 Taxable Tax Increment Revenue Note, Series 2000 (the "Note") for the purpose of financing certain costs of the Project. 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. The Authority hereby approves the Contract for Private Development ("Agreement") between the Authority and Columbia Heights Transition Block LLC ("Developer"), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with Authority, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. The Note shall be delivered to the Developer. The Note is to be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery, and shall bear interest at the rate of 11.00% per annum to the earlier of maturity or prepayment. The Authority shall receive in exchange for the sale of the Note the agreement of the Developer to pay the Land Acquisition and Site Improvement Costs as defined in the Agreement. C-28 DJG- 190143v2 CL205-14 Ken Anderson - december eighth - Crest view ondc I columbia heights cpd.doc Page 29 1.03. Optional Redemption. The AUthority may prepay the Note in whole or in part, without premium or penalty, on any date. If prepayment is in part, amounts prepaid will be applied first to the outstanding principal 'amount of the Note and then to accrued interest. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY O1~ ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $780,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2000 Date Rate of Original Issue 11.00% ,20 Principal Amount: Registered Owner: The Columbia Heights Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner specified above, or registered assigns (the "Owner"), but solely from the sources, to the extent and in the manner hereinafter identified, the principal amount specified above together with interest on the outstanding principal sum from time to time at the interest rate specified above, payable on each February 1 and August 1 ("Payment Dates"), commencing August 1, 2003 and continuing through February 1, 2023. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date, is legal tender for the payment of public and private debts. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 365 days and charged for actual days principal is unpaid. C-29 DJG-190143v2 CL205-14 Anderson december eighth, crest View ondc I colUmbia heigl~ts cpdi:~Oc : ,: ,,Page 30 This Note is subject to prePayment in whole or in part at the option of the Authority on any date. This Note is one of an authorized issue in the total original principal amount of $780,000 to aid in financing certain development costs of a project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on ,2000, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment as defined in the Resolution, the terms of which are hereby incorporated by reference. This Note and the interest hereon shall not be deemed to constitute a general obligatio~a of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of moneys pledged thereto under the Resolution, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Authority shall pay to the Owner on each Payment Date the amount of Available Tax Increment. To the extent that, on any Payment Date, the Authority does not have on hand sufficient Available Tax Increment together with capitalized interest to make the scheduled payment, the amount of deficiency shall be deferred and paid, without interest thereon, to the extent possible on the next Payment Date on which the Authority has received Available Tax Increment sufficient to do so. If any amount payable under this Note has not been paid by February 1, 2023 after any payment is made on such date, any amount not paid shall be forgiven and the Authority shall have no further liability with respect thereto. If as of any Payment Date there is an uncured Event of Default under the Contract for Private Development between the Authority and to Columbia Heights Transition Block LLC ("Developer") dated as of ,2000 (the "Agreement"), the Authority may withhold Available Tax Increment otherwise payable on such Payment Date. If the default is cured in accordance with the Agreement, the Available Tax Increment withheld shall be deferred and paid, without interest thereon, on the next Payment Date after the default is cured. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the AuthOrity's Executive Director, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. C-30 DJG-190143v2 CL205-14 Ken. Anderson- december eighth-crest View ondc I Columbia heights CPd.d0C "~,, :' Page 31 This Note shall not be transferred to any person other than an affiliate or other related entity, of the Owner or to the Developer unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so req.uired. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Columbia Heights Economic Development Authority Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last listed below. C-31 DIG-190143v2 CL205-14 Date of Signature of Registration Registered Owner Executive Director Section 3. Terms, Execution and Delivery_. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-I. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person (other than an affiliate, or other related entity, of the Owner, or the Developer) unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur C-32 DJG-190143v2 CL205-14 I ,~e~ Anderson - december eighth i crest View ondC I ~olumbia heigh{S:'~pd:doc, ,: · ,'i i page 33 ] no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on · account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For ~very transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has akeady matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In the event the Note is prepaid, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the prepayment of Note. If the Note so called for prepayment it will cease to bear interest after the specified redemption date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Authority's Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive C-33 DJG-190143v2 CL205-14 Ken Anderson- december eighth, crest view ondc I columbia heights cpd:doc ........ ~Page 34 Director to the Owner or Owners thereof upon payment of purchase price and satisfactions with the conditions of delivery under Section 3.3 of the Agreement, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, which term means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the iaw regarding the privilege of public entities to levy real property taxes; and (B) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment necessary to pay principal and interest due on the Note in such year. Any amounts remaining in the Bond Fund shall be transferred to the Authority's account for its TIF District No. 9 upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted this ~ day of ,2000. C-34 DJG-190143v2 CL205-14 Ken An~derson ~ december eighth - crest view ondc I columbia heights cPd.doc Page 35 President Executive Director C-35 DJG-190143v2 CL205-14 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting off December 11, 2000 AGENDA SECTION: - Items for ORIGINATING EXECUTIVE Consideration, Bid Considerations DEPARTMENT: EDA DIRECTOR NO: 7-B-1 . th.,~a~PPROVAL ITEM: Approval of Proposal for Parkview BY: Randy Schumacher ~-~ ~ BY: Villa Software and Hardware Package. DATE: December 8, 2000 2GROUND/ANALYSIS: Annually, over half a million dollars of transactions takes place in the administrative offices at Parkview Villa. This fact together with the new HUD reporting requirements dictates the need for technology upgrades. For over two years, the staff has been reviewing software altematives that meet Parkview Villa management's needs. Crest View's Housing Administrator, Anita Kottsick, in her letter of 12-6-2000, outlines the positive impacts that a management software program would have on Parkview Villa and it's residents. With the assistance of the Columbia Heights Information Systems and Finance Departments staffhas evaluated and participated in a hands-on demonstration of a number of programs that comply with HUD's annual reporting requirements. After all analysis had been complete, staff recommended the HAB, Inc. software program because it best met the long term needs for Parkview Villa. The following issues were key selling points: 1. It was the only totally integrated windows-based soflxvare package on the market. 2. It has a comprehensive management and a tenant management component. 3. It can be integrated directly to City Hall. 4. Staff received strong recommendations from other HAB, Inc. users (Ten users presently in Minnesota). RECOMMENDED MOTION: Move to Award the Contract/Proposal for soRware, installation, support and training to HAB. Inc. based on their bid dated 12-1-2000; and furthermore, to authorize the President and Executive Director to enter into an Agreement for the same. In Addition, authorization be given to the above for acquiring all necessary hardware as outlined in the City's I.S. Directors letter of 12-7-2000. All expenditures to be funded by the operating reserve account. Attachments: A) Anita Kottsick Letter, B) HAB. Inc. Soft-ware Bid, C) Hardware Cost Estimate - I.S. Director, D) HAB. Inc. User References. DA ACTION: h:\consent Form\Approval of PPV Software Pk9 Par. kview Villa Housing Complex 965 N.E. 40th Avenue. Columbia Heights, MN 55421 (612) 788-8055 · Fax (612) 782-085J ])at~: To: From: 1~c: 12/6/00 EDA CommJssior~='s Anita Kottsick, Housing Adminisa~or So Rwa~e Recommeadatlon~ It is my belief a good software program will erthancc the productivity of thc Housing Administrator's role. in keeping accurate, current records in ~m efficient manncr. This enables the Housing Administrator to complete and traramit many of the necessary monthly HUD forms. ^ more efficient and ac, curate method of tracking day to day paperwork allows more time to attcnd to the daily operations oft~ building which is a crucial part of maintaining resident satkfacfion. through individual interaction with residents ',md assuring the physical plant is maintained. This helps to eh.rare that the btfilding coatinues to be an asset to the community. The following are a few examples of what can be accomplished using the prol,wams: access to a'ansactim~, reports, rcm rolls, certifications, and re-examinntions with a historical record of tenant data an advanced security system to monitor and control access to information a clear'way to monitor llxcd asset, maintenance work orders(with a filter system). ',md tenant data an ~curatc way to submit tennnt data to HUD through the lntemet (which is tho only form ofsubmittal cxccpted by BUD at this po~t) Alter speaking to sales representatives from software vending companies, speaking to other Housing Authorities, reviewing timings of research from previous Housing Administrator,, vicwh~g thc demo of-, program, and worki~ with Cji7 Stale I would recommend that the City of Columbia Hc4ghts purchase the necessary soRwarc fi'om HAB, INC. I would suggest that thc programs listed on the attached sheet be .purchased at this time, Owned by the EDA of the City of Columbia Heights Hou~ng Opportunity Agency Equal Managed by Crest View Management Sewices SENT BY: HABINC; 608 784 2084; 5 1 '• I .. if�i�t��-1-i��lliii Runtime Needed For ALL HMS for Windows Applications SQL. SQL Databare/Runtime v 6.J MANDATORY SOF1WARE 1,625 �w����"���t!:'Rm-��.;] i��J�li#--� winfam Tenam & Applicant Processing (Waitittg List, Rent Cales for LR, S8, 50058159 paper/electronic) winr<i.l" Te11am Accounting (Re,us, Charges. Payments. Adj., Late Fees,. Repayment.1·) Mwual lfeLlp/HomeO•,imership �inhap Section 8 (HAP. UAP. Portobility Check Processing) wintcm Tax Credit Ma,wgement (&ctiol'I 42) win1.rak Vamtecl Ten.mt Tracking with DeUquetll BalatLces wiiu;�t Ten.ant Stattsrtcal Reporter (Demographics, etc) winhisl Tenant, Famity, Unit and Applica11t History winltr Advanced Letter Assfatcmt *"'* MS Word 6.0 vr higher required for Letter As.�ista11t Interface *** 3,500 3,500 Not Bid Not Bid Not Bid Not Bid Not Bid 1,000 .winrpi Rtiport Writer· Not Bid wiuf�� FSS Escrow Account Tracking Not Bid winrr Rent Reasonableness Not Bid winutl Utility Tracking • E11try of Meter readings atld charge terumtfvr overane Not Bid win�l!c Sec:urity/Pa.uword and HAB Utility Module (mandatory) 200 ' :lifflk"jU���Yc :J:t�-!�m�ffi m�r:w;f P.™'�����"rl�����rP-1�� .... �l'-+.-1!·t���.-� wlugl General Ledger winap Acrnwus Payable winpay General Payrull/Personnel win!'<.1r HUD Fifl(mcial Forms {()pua""' F'w,,u;i,,J Rq,orll. Pcrior.n,uu:eFlmli.i"!, (J�-� llwig,.ai �4-�??��!'idl�,� ���---,··-�·---�-�iliAfllotA�R�f,b,� .• &��� wiuwor Maintenance Work Orders (PHMAP Compliant) wininv tr1ventory will.fa.� Fl'(ed Assers winpur Purchasing winbar Bar Coding Capabilities Bar Code Equipm,!nt winlu1� HQS bzspec;ticm Software llwid.:Held (Orie Unit Price) Not Bid Not Bid Not Bid 1,485 .. 3,000 1,000 1,000 Not Bid Not Bid Not Bid Not Bid Not Bid .. 399 ��i������ M������ PAGE 2/4 $1,625 $8,200 $1,485 $5,000 $399 $16,709 QC.I� I CI • nl"\U41'f\J J gvg I.,.. C:UCI� j uc�-1-uu �;u��Mj s Original Cost f:or Software Installation and Configuration of Softwara PCAnywtMre fil . - Appllc�t/On SoffwaN Training (ut f Waelc(s)) r,..,,., and Related Out-of-pocket cost. (Drive)-s $900/day $16,310 1500 $399 $4,500 $1,300/wk _AU Pric11., 11.UIUfll OM wtnw ptr Wftl. If.,,,. duur 0111 tratntr LT r19w.rt1d t:OSlS wiU /Jt hlKMr. �I� ,i:�t� Data Conversion Setup (Headers, Program, Projects) $300 NON-DAB Inc. Clitat $17,209 $5,100 5 Data Convwsion On-Sire (1 Wffk) $900/day Not Applicable tnctudu: 1.Data Conversion Setup (Headers, Prog/Proj, Database, Tables, utility Allowances)2.Electronic 50051/S00SI Conversion (Tenants ONLY)3.Electronic 1099 (Vendors/Landlords)4.HAP and TAR Initial Balances Loaded5.Applicants (NOT INCLUDED) General Ledger/Payroll Entry (manual) Not Bid Requirement• for Conw,r-1on of Oat• OTHER than HAS Inc 1.Transfer of Tenants and Applicants contingent on creation of electronic 50058/50059 file (s)2.Transfer of Landlord/Vendor information contingent on creation of electronic 1099 file(s)i&WtEdiEi4l- �lml1i $15/hr A$ IncurredAs Incurred $300 s Incurred $23,309 �{I $200 /per mo. Includes: Unlimited Support Calls, Program Upgrades. Documentation, Remote Dial-up Support Access to HAB Inc lnlemel Homepage. (2% Discount for Prepaying Annual Support Fee ) ...... t'AUt:. c. / c. DATE: TO: FROM: RE: CITY OF COLUMBIA HEIGHTS 12/7/00 RANDY SCHUMACHER, COMMUNITY DEVELOPMENT ASSISTANT ALEKSANDR CHERIN, IS DIRECTOR HARDWARE AND SYSTEM SOFTWARE COST ESTIMATE FOR PARKVIEW VILLA To use the HAB Inc. software at the Parloriew Villa the following hardware and system sofhvare is required: Item Cost Suggested model Comment estimate File server $1900 Compaq ProLiant 9GB Hard drive Provides enough space for storing large database File server operating $400 Microsoft Provides access for 7 system Windows NT 4.0 users Server Workstation with $1100 Dell Dimension L Price includes Windows 98 OS and Microsoft Office 2000 17" monitor Small Business Edition suite Printer $0 HP DeskJet Already installed at the ParkView Villa Dedicated remote $700 Compaq iPAQ The most cost-effective control workstation way to provide access at the City Hall from ParkView villa to the system Total $4,100 Models are subject to change, but the total price should be about the same. .References .. Oshkosh/W'mnebago County Housing A uthorityOFl) FORM'ER MEMOR¥ LANE Ms. Rachel Muelenkamp (920) 424 1450 Spokane lfousinR A utkorlty Mr. Lyle BuU~rs (509) 328-2953 x 25 Pierce County Housing Authority (WA) Mr. 'Allan Nygaard (253} 620-5400 Stevem' Point Homing Authority (NfI) Ms. Donna B¢lla (715) 341-3444' La Crosse Housing Authority(Wi) Ms. Jane Alberts (608) 782-2264 Fond du Lac Housing A uthorityfflfl) Ms. Louise Cmdex (920) 929-3107 Mount Vernon Housing Authority (IIV) Ms. Marcia Ncuman (812) 838-6356 Travis County Housing A uth ority(TX) · Ms. Hope Reyes (512) 480-8245 Burlington Housing Authority(V'l) Mr. Paul Dctman (802) 864-4~S0 Alexander County Housing A uthorityFIL) Mr. Rodaey Wormhington (618) 734-1910 Knox County Housing A uthority(IL) Ms Jane l.ofing (301) 342-8129 Sullivan Housing A uthority(IN) Ms. Carol Rhoades (8 { 2) 268-4600 Eau Claire Housing,4 ulhority(Wl) Ms. Leya Baker (71,5) g39-4943 Barton County Housing Authority(WI) Ms. Cathy Simon (715) 537-5344 S.E. Minnesota Housing `4uthority(MTV) FORMER MEMORY Mr. Joe Whaler (612) 565-263g · Clearwater Homing,4 uthority(F£) Mr. Bob Brennecke (gl3) 461-5777' Bangor Housing ,4 uthority(ME) Ms..Brenda Brown (207) 942-6365 Belmont Homing,4 uthority[OH) Ms. Jodi Geese (740) 63 Du Page Housing A uthority(IL) (SS Only) Ms. Marilyn Pa,~torelli 690- 555 Old town Housing `4uthori v Ms. Ann Sucy (207) 827-6151 Bay City Homing Authority(MI) Mr. Doug Risc (517) 892-955 ! Antigo Housing Authorlty(Wl) M~. [)~o~a lngram (715) 623-5768 £inn-Benton Housing `4Uthority(OR) Ms. Dec O'Eh)nnell (541) 926-4497 Marion Housing Authority(IN} Ms. Jennit~ Osterholt (765) 664-5194 Mr. Jerry Campbell ($15) 879-g106 Ken~H¥iH¢ llousin~ .4 ut6orit~(H~) Ms. Melanie Hart (219) 347-1091 Mower County ltousing Authority(MN) Mr. Mike Carlson (507) 437-9527 South Bend Housing/lut~ority(IN) Mr. N~d Fogerty (219) 235-9246 Hopewell Hau,ing A utbority(V~) Ms. Brenda Cunningham (804) 458.1369 WinoosM Housing ~4 uthority(V~ Ms. A:m Marie Pullen (g02) 655-2360 Fulton County Homing Authorlty(IL) Ms. Barb Bannister (309) 647-3960 Mc Donaugh County llousing Authority(IL} Mr. Bill Jacobs (309) 837-2363 Victoria Housing Authority(TX) Mr. Tom Ninke (512) 575-3682 A ustin Housing ~4 UthorityfMN) Ms. Sherry Detloff (507) 433-1866 Bellingham Housing.4utkority(YL) Mr. Kurt Kcena (360) 676-6887 Bloomington Housing/1 utltority(IL) Ms. Gwerm Campbell (309) 339-3491 Bloomington Homing ,4 uti~o¢lty[MN) Mr. Bryan Hartman (612) 948-g937 ~,~7 BY: HA~C) ~08 784 20~4~ FEB-2-00 10:02A~ PAG~ 5 I~oulder Housing A u~ority(CO) FORMER DD! Client Mr. Greg Pow¢ll (303) 441~3 Colu~v Ho~g Autho~N Mc. Do.Id Wo~ (812) 378-0005 Dakota CounW Ho~ing AuthoriW(M~ Mr. Mike (~51) 423~00 Dekalb ~,mlng Author~(IL) Ms. Jo ~ Davis. (815) 758-2692 Edgar CounW Ho~ing Authoe~(IL) M~. Pat S~llman (217) 465-8458 Fa ~ont Ho~ng A uthor~ Mc. John (304) 363-0860 Fargo Ho~ing A utkor~D) Mr. Kc~c~ (701).293-6262 Green Bay Ho~ing Author~ Ms. [a~ De~ult (920) Jeffe~'on Co~ Ho~ing Author~(CO) FOUR DDI Client Mr. AII~ Feinstein (~0~) 422-S6~ Klama& Ho~g Autkori~(OR) ~. T~d Goc~l (541) 884-~49 Livonia Ho~ing Co~sion(M1) Ms. Klm Gaines (248) 477-7086 M~ion Coun~ Hous~g Author~(OR)-- FOYER DDI Client Mr. Dennis Kilfoil (503) 373~470 M.,son Coun~ Housbsg Am&vrlg~(IL) . (3~) 5~3~515 M~go Coun~ Ho~g A M~. ~m May~d (3~) 235-0388 Muncie Hom~g Author~ . FORMER DDI Cl~nt Ms. Joycc Within No.elk Homing A uthor~(C~ Mr Lou (203) 838-8471 Oa~ Par& Homing ~uthori~L) Mr. Bill S~tclla (708) 38~9322 Ponaac HOusing Comm~sion(~) FOYER MCS Client ~. Steve H~emley (248) ~3~-4551 Randotp~ Coun~ Hom~g ~ ~or~ Ma. ~ Cuda Richland Cou~ Ho~g ~hori~(lL) Ms. ~ Mit~ll (618) 395-2571 Saginaw Hom~g Comm~ion(Ml) Mr. Jc~ Snodgr~ Salem Homing Autbor~(O~ FOYER DDI Client Ms. Linde Wc~r (503) 58~50 South SL Paul Hom~g Autbor~(MN) M~. BreVe Apfelbaeher (612) 451-1838 Spooner Hom'tng A uthor~y ~I) Ms. Laura C~p~il (715) 635-2808 .. 'References..":: $~ Louis Park ~o:z~ Mr. Tom ! larmening (612) ~4-2~ Union Coun~ ~o~g Au~ori~ (IL) (61~) ~orth~on Ho~ing Authori~ Ms. Ma~ia NCum~ (50~ 376-3655 New Brunswick Homing A uthor~ (NJ) M~. Mike Mesi (732) 745-5147' Fall River Ho~ing Muthor~ (~) Ms. Denise Viveri°a (508) 675-3500 Absentee Shawnee Hom~g Ms. J~i (405) 273-1050 Bering Strai~ Homing Authori~ (AK) Mr. Brace Kov~ik (907) 443-5256 Fond du Lac R~e~ation Homing Ms. Jo~ Lisson (2l 8) g79-0351 Greater Metro Ho~ing Authori~ (1~) Ms. Di~ F~l~r (309) 755~527 Maninsburg Housing Author~ (~ Ms. Gladys Bu~kcr (3~) 263-gg9 Waukesha Hoa;ing A uthari~ (~1) Mr. David Cappon (414) 542-2262 Lov~tand Housing A uthori~' (CO) FORMER DDI Client Ms. Moofie Miller Clackam~ Coun~ Hom'ing Authority (OR) FORMER DDI Client Mr. ~ch ~o~ (503) 655-8703 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) _.,,-. Meeting of: December 11,2000 AGENDA SECTION: Bid Considerations ORIGINATING EXECUTIVE NO:l ~ -- C [ DEPARTMENT: EDA DIRECTOR / APPROVAL ITEM: Extend Agreement with the Center for BY: Ken Anderson ~ ~k"B-rY: Energy and Environment (CEE)/Community DATE: December 7, 200 0'" Revitalization Resources (CRR). BACKGROUND: In 1999 staff requested that the Center for Energy and Environment (CEE) provide a proposal to the Columbia Heights Economic Development Authority/City of. Columbia Heights to provide contract services related to the Community Development Block Grant (CDBG) Housing Rehabilitation Program. CEE is an independent, non-profit 501 (c) 3 organization that works to promote responsible and efficient use of natural and economic resources. They have been providing similar services to the Fridley Housing and Redevelopment Authority (HRA) and Anoka County. Staff at the Fridley HRA speak highly of the services provided by CEE. The EDA entered into an agreement on December 21, 1999 extending to December 31, 2000 to provide these services. We have attached a copy of an Agreement to amend the term in the original Agreement to December 31, 2001 and a copy of a memo dated December 7, 2000, which summarizes their work to date. ANALYSIS: CEE provides program development, marketing, loan and grant origination, inspection and remodeling advice to a number of public and private housing agencies. CEE has worked with a number of agencies in which they have partnered in delivering financing programs and includes some of the following agencies: Fridley HRA, Blaine EDA, Anoka HRA, Richfield HRA, Mounds View EDA, and Anoka County HRA. ,..EE has been working since August, 1999 with the 32 individuals on our waiting list to access the CDBG Deferred Grant/Loan Program. Furthermore, existing CDBG funds remain available for this program. CEE is charging the EDA a fee of $875 per CDBG Deferred Grant/Loan that is completed. They also provide a number of MHFA Home Improvement Loan Programs to Columbia Heights residents (see memo). RECOMMENDATION: Staff recommends that the contract with CEE be renewed for one year to provide consulting services related to administration of the CDBG Deferred Grant/Loan Program and the MHFA Home Improvement programs. Utilizing the services of the non-profit agency will insure that these consulting services are affordable and will utilize experienced staff in program implementation. RECOMMENDED MOTION: Move to approve the Agreement for Administrative Services Between the Center for Energy and Environment and the Columbia Heights EDA (2000 CDBG and Home Improvement Program) based upon their proposal renewal dated December 11, 2000; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. Attachments EDA ACTION: H:\Consent\Extend A~reement CEE 12/08/00 14:56 FAX 612 335 2650 CENTER FOR ENERGY & ENVI ~002 CENTIrR FOR IrNrRGY AHD ENVIROH#EN? TO: FROM: SUBJECT: DATE: MORANgUM Ken Anderson, C~;:/f Columbia Heights Dave King, CEE Program U .pdatc December 8, 2000 Below is an update of the Columbia Heights Home improvement Program totals to date: Closed Lamas: Program Number of Loans Dollars ,MHFA Community Fix-up 7 $94,~04 MHFA Fix-up 17 $165,690' MHFA Home Energy 1 ' $1,704 MHFA Re~tal Rehab 1 $14,090 CEE Rental Energy Loan 2 $15,050 CDBG Loans/~ts 11 $134,533 TOTAL 39 $425/671 Of the 24 loans originated through the MHFA Fix-up Fund and Community Fix-up Fund program.% 14 of them utilized Columbia Heights Discount Loan Program funds totaling $13,028. All told, CEE has mailed ovcr 250 application packets to Columbia Heights property owners. Of that total, we have received 85 applications to date, The balance of the applications that have not closed are in the process of submitting bids and other documentation to complete the application process. If you have any questions or comments, please contact me at (612) 335-5889. Thank you. Equil Opportunity Em~oyer 211 North 1st StreM, 8Mte 455- Wnneapolie, Mlnneeo*,, 55401. Phone: (612) 335-6858 * Fmc (e12) ~SM 12/08/00 14:56 FAI 612 335 2850 C~N~ER FOR ENERGY & ENVI ~003 AGREEMENT FOR. ADM]NIS~~ SERVICES Between CENTER FOR ENERGY AND ENVIRO~ COLUMBIA HEI~ ECONOMIC DEVELOPMENT AUTHORITY (2000 CDBG and Home Improvement Program) The Agreement, made the 21't day of December, 1999, by and between the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a public body corporate and politic under th~ laws of the State of Minnesota, (the "EDA"), and the CENTER FOR ENERGY AND ENVIRO~T, a 501 (cX3) non-profit corporation, with its offices at, 211 North 1'~ Street, Suite 455, Minneapolis, Minnesota 55401 (the "Contractor") is hereby amended. Section I of the agreement shall read: The project ~o be accomplished by the Coutractor hereunder shall mn from January 1, 2000 to December 31, 2001 unless earlier terminated as provided herein, or until all obligations se~ forth in this A~reemeni have been satisfactorily fulfilled, whichever occur~ first. All other sections of the contract shall remain as written in the original agreement. IN WH2qESS ~OF, the parties hereunder set their hands as of'the dato written below: COLUMBIA HF_.I~S ECONOMIC DEVELOPMENT AUTHORITY CENTER FOR ENERGY' AND E~WIRONMENT President Date Date Sheldon Strum, Executive Director By Date Executive Director TAXID 41-1647799 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting off December 11, 2000 AGENDA SECTION: Items for Consideration, Other Business NO: ITEM: Master Redevelopment Plan for Downtown Columbia Heights ORIGINATING DEPARTMENT: EDA BY: Kenneth Anderson DATE: December 6, 2000 EXECUTIVE DIRECTOR APPROVAL Issue Statement: This item was brought before the EDA Board in October and November of 2000. It was decided to table this item until President Ruettimann and Vice President Jindra can review the plan and be present. Thc City has been in the process of preparing a Master Redevelopment Plan to improve the image and vitality of downtown Columbia Heights. We are now. requesting the EDA take action to accept the Downtown Master Plan, with the Town Square as the preferred concept plan. (P/ease bring your copy of the Master Plan to the meeting.) Baclcground: In response to Minnesota Design Team recommendations made in May, 1998, the City applied for and received Livable Communities Demonstration Account funds from the Metropolitan Council to prepare a Master Redevelopment Plan for the downtown area. Staffhas been working with SRF Consulting Group, Inc. and a 22 member task force in the preparation of this plan. A town meeting was held on November 17, 1999, to provide an opportunity for interested citizens to review and comment on the proposals (see attached comment tabulation). Advertisements were placed in the Focus News, Northeaster, Heights Happenings, Public Access Cable Channel, and posted on City Hall bulletin boards. Task force recommendations were discussed at the work sessions scheduled for January 17, and August 7, 2000. The version dated April, 2000 and received August 2, 2000 includes a reformatted market analysis section and expanded streetscape section with a suggested list of trees to be planted. aalysis: Two redevelopment scenarios (Town Square Concept and Urban Green Concept) had been recommended by the task force along with streetscape design recommendations. As you may recall, there were three possible redevelopment scenarios presented at the town meeting in November (Town Square, Urban Green, and Civic Center). The Town Square and Urban Green concept were recommended for City Council consideration by the planning task force. It is generally believed by members of the task force that these two proposals will have a more positive impact on Columbia Heights than the Civic Center concept. A market analysis that was prepared for the Plan indicated that redevelopment occurring in the downtown area will be most successful in the form of smaller-scale, mixed-use retail, service, office, and residential uses. The Town Square concept focuses on the area west of the intersection of 402 Avenue and Central Avenue. The intent is to create a new mixed-use district on 402 Avenue west of Central which combines new centralized civic uses, new public open space, commercial development, and new downtown multi-family residential development into a revitalized center. The Urban Green concept also provides new pubhc open space on the south side of 40~ Avenue and provides a pedeslrian connection from that open space to Murzyn Hall. This concept places more emphasis on existing commercial buildings along Central Avenue at the 402 Avenue intersection with new public open space extending to this intersection, providing a direct visual and pedestrian connection to Murzyn Hall. The proposed civic uses are decentralized in the Urban Green concept. The Master Redevelopment Plan also provides streetscape design recommendations for lighting, street trees, sidewalk markings, furnishings, and gateways. Also attached, please fred two site plans prepared by Buetow and Associates from the Space Needs Study which illustrate a possible scenario for City Hall, Public Safety, and a future library to be located in Huset Park. Please note that this concept is very similar to the Civic Center Concept that the task force decided not to include as a recommendation in the Master Redevelopment Plan. The second site plan diagrams potential realignment ofballfields in Huset Park. There are certain core principles that are common to both concepts and are listed below: Mixed-use development will be promoted west of Central Avenue N.E. within the target area. Urban design elements and streetscape improvements will be incorporated along Central and 40th Avenue N.E. Huset Park will be connected to the vicinity of the Central and 40~ Avenue N.E. intersection with a greenway or promenade. Increased higher density housing will be encouraged to promote mixed-use concepts. Multi-modal transit use and pedestrian connections will be incorporated into proposed redevelopment projects. Key civic facilities (Library, City Hall, Emergency Services) will be co-located near green/open space and linked to commercial businesses on Central Avenue. Implementation steps will be initiated to solicit developer interest, acquire properties, and perform follow-up CityfEDA analysis of funding options for proposed redevelopment(s). AGENDA SECrlON: Items for Consideration, Other Business ORIGINATING DEPT.: EXECUTIVE NO: EDA DIRECTOR APPROVAL ITEM: Master Redevelopment Plan for BY: Ken Anderson [t~,~ ,.BY: NO: Downtown Columbia Heights DATE: December 6, 2000 Page 2 of 2 A Huset Park Neighborhood Association meeting was held on Thursday, October 12, 2000. Approximately 60 persons attended and were quite concerned about the potential impacts on their individual properties, i.e., acquisition through negotiation with a developer/builder or eminent domain. Many thought the plan should be put to a public vote and were concerned that the existing single family homes were not protected or promoted in the new plan. The City Manager volunteered to'attend a follow-up Huset Park Neighborhood Association meeting on Thursday, November 2, 2000 to listen and clarify the City's purposes for the plan. Approximately 100 persons attended the second meeting. He is suggesting the Task Force be re-established with more neighborhood representation to consider if changes should be made to the concept plans. Recommendation: Staff is requesting that the EDA consider the Downtown Master Plan. The City Manager has recommended the Board accept the Town Square as the preferred concept plan as listed in the recommended motion. The City Council adopted the Town Square Concept Plan at its meeting of Augnst 14, 2000. Motion: Move to accept the Town Square Concept Plan of the Columbia Heights Downtown Master Plan to guide future redevelopment efforts with the goals of creating a positive identity for downtown Columbia Heights, strengthen ties among nearby neighborhoods, and to attract appropriate new business opportunities. Attachments: Open house comment tabulation and site plans from the Space Needs Study. EDA ACTION: h: \consent\Master Redev. Plan4 Ci,r/Of Columbia Heights Downtown :~Iaster Plan Community Open House T'a~ r~pome ~ the scemr/os b ~e prope~ ~t you a~ l--LLOw~er o£property L~ study zrea .. _.~3 Owner o£ b u~ine~ L~ stud? area R~po~ for teamr~ P~ple ~ed: ~A bffdgc ~g ovc C~ Av~c ~Rc~val otr~i~ ~oug C~ Av~uc by ~ ~= ~v~ u~ Cc~I: =d ~ lo~ otc~g b~csscs on ~ lte~ p~ple felt shoed have 5ee~ =ddr~e~addr~sed iu greater det~: Sugg~o~ off~ t~r T~ Fo~= co~i~o~ ~c/ud~ :oac p~g pc~u tot ~c ~ ~ Scenario most pre&~ed over~: ~"Urb3a Gree~'. toc~ on C~I Av=uc u a ~ccway co Columbia ~own Squ~re~. o~izc circ. co~ial & rcsidcnrial acd~ ~o~d a sql: on ~a adjac~c co C~I Av~uc. ~"Civ/c Cence~. ~co~gc co~c~/:[ acff~w on a0~ ac Miil S~c::. reuinin~ cftc c~:nc ' Opposed - co all c~=: aZtc~aciv~s. a_ ~o response. °..L .&.' UJ II i / ! i i i u~s4=er ~ X=u!n0 t1'. 'i r / / i NOV 21 Mr. Kenneth Anderson, Executive Director Housing and Redevelopment Authority of Columbia Heights 590 Fortieth Avenue NE Columbia Heights, MN 55421 Dear Mr. Anderson: U.S. Department of Housing and Urban Development Minnesota State Office 220 Second Street South Minneapolis, Minnesota 55401-2195 http://www.~ ~-~ ~,,,,n,,,.,I/min/rninhorne.htrnI This letter is to inform you that the Columbia Heights Housing Authority's 5-Year and Annual Plan submission for the~ Fiscal Year beginning January 1, 2000 is approved. This approval of the '5=Year~and~n%ra'l~-Pl~'~-does not constitute an endorsement of the strategies and policies outlined the Plan. In providing assistance to families under programs covered by this Plan, the Housing and Redevelopment Authority of Columbia Heights will comply with the rules, standards, and policies established in its approved Plan, as provided in 24 CFR Part 903 and other applicable regulations. Your approved Plan and all required attachments and documents must be made available for review and inspection at the principal office of the PHA during normal business hours. As you know, your plan included a Capital Fund Program Annual Statement for Federal Fiscal Year 2000. Information in your plans was based on an estimated amount of FY 2000 funding. Actual amounts to be made available for FY 2000 will be determined by formula calculation, which will be conducted by RTJD. .You will be notified in separate correspondence of the final formula amount and the procedures necessary to finalize the funds obligation process for the Capital Fund. Until the obligation process for these funds is finalized, they will not be available for drawdown. The Capital Fund Program doe not apply to Section 8 only Housing Authorities. If you have any questions regarding your PHA Plan or the information in this letter, please contact Tammy Widmann at (612) 370-3135, extension 2227. Sincerely, D l~mi~ 1 ,~D~ Office of Public Housing Housing for ,4ll Through Justice for All