Loading...
HomeMy WebLinkAboutEDA AGN 07-26-05 CITY OF COLUMBIA HEIGHTS 590 40th Avenue N.E., Columbia Heights, MN 5542]-3878 (763) 706-3600 TDD (763) 706-3692 Visit Our Website at: www.ci.columbia-heights.mn.us EDA COMMISSIONERS Don Murzyn Jr. Patricia Jindra Bruce Kelzenberg Gary L. Peterson Bruce Nawrocki Bobby Williams Tammera Ericson Diehm ECONOMIC DEVELOPMENT AUTHORITY REGULAR MEETING 7:00 P.M., TUESDAY, JULY 26, 2005 CITY HALL, CONFERENCE ROOM 1 AGENDA 1. CALL TO ORDER/ROLL CALL 2. PLEDGE OF ALLEGIANCE. 3. CONSENT AGENDA, (These items are considered to be routine by the EDA Board of Commissioners and will be enacted as part of the Consent Agenda by one motion.) A. MOTION: Move to approve the consent ae:enda items as listed below: 1) Approve EDA Meetine: Minutes for June. 2005. 2) Approve the Financial Report and Pavment of Bills 4. PUBLIC HEARING A. Adopt Resolution 2005-11. Sale of Propertv to Huset Park Development Corp. MOTION: Move to open the public hearing. MOTION: Move to close the public hearing. MOTION: Move Adopt Resolution 2005-11, Authorizing the Sale of Property to the Huset Park Development Corporation; and therefore, to authorize the President and Executive Director to enter into an agreement for the same. 5. ITEMS FOR CONSIDERATION A. Request Approval and Modifications to the Schafer Richardson Contract for Private Development MOTION: Move to approve the letter for Modifications to the Schafer Richardson Contract for Private Development dated July 8,2005, and authorize the authorities representative to execute same. B. Sarna Development Agreement- 40th & University MOTION: Move to Approve a Development Agreement with David M. Sarna, James A. Sarna and James J. Sarna for the redevelopment ofthe City owned property at 40th & University area as outlined in the business points of the staff memo and furthermore; to authorize the President and Executive Director to enter into an agreement for the same. 7. ADJOURNMENT Walter R. Fehst, Executive Director 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 706-3669 to make arrangements (TDD 706-2806) for deaf or hearing impaired nnh, H:\edaAgenda2005\ 7 -26-2005 'THE CITY OF COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES EQUAL OPPORTUNITY EMPLOYER ECONOMIC DEVELOPMENT AUTHORITY (EDA) REGULAR MEETING MINUTES June 28, 2005 CALL TO ORDER/ROLL CALL President, Murzyn Jr., called the meeting to order at 7:06 p.m. Present: Don Murzyn Jr., Patricia Jindra, Bruce Nawrocki, Tammera Ericson Diehm, Gary L. Peterson and Bruce Kelzenberg Absent: Bobby Williams PLEDGE OF ALLEGIANCE CONSENT AGENDA Approval of Minutes of April 26. 2005 Financial Report and Pavment of Bills Nawrocki asked who Bruce Kortz is and why are we paying Mark Nagel's salary. Jindra stated Kortz is an extra maintenance man at Parkview Villa. Streetar stated Nagel is working for Walker and is being paid by them. Nawrocki stated he thought the employee salaries came out of' the management contract fees not Parkview 's budget. Streetar stated they don't get any more money than what is in the budget, but if anyone gets sick, they have the ability to use the budget funds to cover and that he would check into this for Nawrocki. MOTION by Peterson, second by Jindra, to Adopt the consent agenda items as listed. All ayes. Motion Carried. ITEMS FOR CONSIDERATION Goal Settin2 Streetar presented a Power point presentation highlighting the Community Development Goal Setting process. In 2002 the Citv Council established the followinfl floats: 1) redevelop the Ind. Park; 2) evaluate the Development of S. Lomianki Park; 3) redevelop 4dh and University; 4) Evaluate Options for Parkview Villa North/South (NEI); 5) improve the housing stock; 6) increase the tax base; 7) redevelop 3 ih & Central; 8) redevelop Mady 's Bowl site; 9) promote Columbia Heights and 10) redevelop the Radiator Shop at 4201 Central (Kmart) and redevelop 4dh and Jackson to Van Buren (3ih and Stinson). The development highlights were as follows: 1) Redevelopment- a) Grand Central Lofts, with 231 units of new housing; b) Parkview-with 548 units of new housing, providing park dedication and 4.2 million dollar increase in property taxes and c) Profile Tool, which was also a part of the Industrial Park Redevelopment project; and 2) Predevelopment- a) 39'h & Central, b) 3i & Central, c) 825 4Ft Avenue, and d) 4dh & University where we acquired 2 homes, a gas station, a portion of another property and a small business office. Economic Development Authority Meeting Minutes June 28, 2005 Page 2 of7 Under Housing staff has initiated the following: 1) GMHC- Home Rehabilitation Rebate Program; 2) Housing Resource Center, that offers guidance to residents for such things as home improvement loans, and construction scopes; 3) The Housing Replacement Program is funding received through GMHC and Met Council received to purchase homes in Columbia Heights for new housing; and 4) Rising to New Heights, staff assists the residential group with their annual Housing Fair. Future items include the Point of Sale Program and the Home Rehabilitation Tax Abatement Program. Other Important Achievements are: 1) Central Avenue Design Guidelines developed; 2) Planning Application Process & Fees- the fees have been updated and the forms were redone to make it easier for contractors and residents to fill out; 3) Information Handouts and Application Materials on City Web Site- Cher Bakken has done an excellent job of putting together new handouts, permit forms, and redevelopment documents for the departments portion of the City Website, which helps applicants and is time saving for staff. Grants Dollars taken in the past 3 years are: 1) $1,634,500 from DEED; 2) $1,376,600 from Anoka County CDBG; 3) $665,200 Metropolitan Council; 4) $145,000 from MN Housing Finance Agency; 5) $1,000 from the Economic Development Association of Minnesota; and 6) $500 from CenterPoint Energy for a total of $3,822,800. Investment- this is the lh year our budget has been on hold, in 2006 our budget will be $499,000 and in 2003 it was $503,000, which is a -$4,000. Budget reduction absorbed is -$60,000 with our labor reduction at a -433 hours. Goals- The 5 external goals are: 1) continue to provide quality services with limited funding; 2) to understanding and adapt to the demographic changes in the City-Cher Bakken has taken an on-line Spanish course and has been working with the residents and contractors that come in for permits and homesteading; 3) improve the City's Housing Stock-which we have already discussed; 4) attract new residents and retain existing homeowners to promote household growth and stabilize the tax base, which we have done by working with the Rising to New Heights group and GMHC; and 5) continue to redevelop the City's Commercial and Industrial Property. To improve the Citv housim! stock we have invested: 1) $15,000 with Housing Resource Center; 2) $35,000 in the Home Rehabilitation Rebate Program; 3) Zero dollars in the Home Remodeling and the Point of Sale program and Home Rehab Tax Abatement Program are things we would like to focus. Redevelopment Proiects in the last 24-36 months: 1) Industrial Parkfrom 2002-2010 (8 years); 2) 3gth & Central from 2003-2009 (6 years); 3) Kmart from 2002-2009 (7 years); 4) Point of Sale from 2005-2006 (1 year); and 5) 4dh & University from 2002-2006 (1year). Redevelopment Opportunities and Challenges: 1) Heritage Heights Neighborhoodfrom 2005- 2010 (5 years); 2) 4gth & Central/Liquor Store from 2005-2008 (3 years); 3) 825 41st A venue(NEI) from2004-2006 (3 years); 4) 3ih & Central starting in 2006 for 2 years; 5) 3ih & Stinson starting in 2006 for 3 years; 6) Community Center starting in 2006 for 2 years; and 7) non-conforming Houses starting in 2006 for 7 years. Economic Development Authority Meeting Minutes June 28, 2005 Page 3 of7 The board can choose one of two options for staff to work on. Option A, would be to hold the line for the Industrial Park, 3!Jh & Central, Kmart, Point of Sale and 40th & University. With Option B, staff would work on all of option A projects, plus Heritage Heights and 49th & Central at a cost of $68,000 to hire an additional staff person. Streetar asked what the board would like to do. Fehst stated he has talked with staff on the possibility of additional staff to work on these projects, felt there is a need, with the funds coming in, it would be feasible, now is the time to build on what we have started in the last couple of years. Randy's time is coming to an end with the City, we need someone that can take over, then when there is a change in staff we can keep going, and strongly recommended additional staffing. Murzyn, Jr. asked Peterson what the City Council felt about this. Peterson stated these are the priorities we need to address, the opportunities available to us. Ericson Diehm stated the $68,000 is a small cost for services to add an additional person to the Community Development Department, this is a good time to keep going with redevelopment, many developers are coming to us to redevelop sites in our City and we shouldn't stretch our staff too thin where they will want to walk away. Kelzenberg felt staff in Community Development has worked very hard and if we need another staff person the $68,000 is not a lot of money to invest into our City's future. Streetar stated the new person would write the grants we need for redevelopment projects in the City. Nawrocki stated the grants and CDBG funding for development should go to outside contractors for demo, and asbestos removal. Fehst stated Nawrocki didn't realize how fortunate we are to have the staffwe have, with their abilities, and quick response working to redevelop this City, in the inter-ring suburbs it is hard to get people to redevelop the area. Bruce Nedegaard, 4!Jh & Central, stated he is also working on the Ramsey Town Center where the City has two full time people to work on the project, he is also the one that brought the redevelopment idea to City Council for 4!Jh to 4th., The first thing people ask when they come to see the Grand Central Loft models is what are we going to do with the run down areas to the south and north of the project. He realizes the City is facing a budget crunch, but if you don't hire the staff needed to accomplish this, you might as well stop here and people won't come to Columbia Heights. Ericson Diehm, agreed that we need to spend money to upgrade the City in order to keep our residents and encourage new residents to reside here. Motion by Peterson, second by Kelzenberg, to recommend City Council approve hiring an additional staff person as soon as possible for the Community Development Department. Economic Development Authority Meeting Minutes June 28, 2005 Page 4 of7 Nawrocki asked what positions are currently approved, contracted, and what positions we have that aren't approved. Streetar stated that Randy, Cher, Shelley, Larry, himself, are approved positions and the planner position, which needs to be filled. Currently we have a part time contract planner. We have a reduction in staff of 790 hours from Mark Nagel's position. Nawrocki stated Community Development has more people than the City ever had in that department and that previous staff have accomplished just as much. Streetar stated he has gone back in the files 15 years and did not see anywhere that we had as much grant dollars in a 3- year period, with the amount of staff we have. Ericson Diehm stated Mr Nawrocki, you have a lot that you've done for this City, you've done some wonderful things for this community and we thank you for that, but whenever our current staff does something they should be commended for, you knock them down, why can't you be in agreement with the rest of us and for once thank our staff for all of their hard work. Peterson stated the issue is clear, we need help now, when a business opportunity comes to us, we need to act on it and asked to call for a vote. Upon Vote: Jindra- aye, Nawrocki- nay, Ericson Diehm- aye, Kelzenberg- aye, Peterson- aye, Murzyn- aye. Motion Carried. Sarna Ae:reement for 40th & Universitv Redevelopment Schumacher stated at the last EDA meeting in April, developer Jim Sarna and real estate representatives, Tom and Gordy Solz, introduced a general concept plan to construct a 6,000 sq ft restaurant on the corner of 4dh & University. The boards directed staff to work with Mr. Sarna to prepare a Preliminary Development Agreement. The agreement in the packet will run for 90 days, while negotiations between the EDA and Sarna's proceed in an attempt to formulate a definitive development contract proposing economic feasibility and soundness, equity financing, cash resources, site design and engineering issues. The key issues 1) is this the type of development the board wants to see on this site 2) will it be successful 3) does it meet the economic feasibility and soundness test and 4) are the building standards acceptable. There are some residents present tonight that would like to discuss things like alley access, street access, and set backs tonight, which are good issues to discuss, however, these issues will be addressed at another meeting, tonight we are here to determine whether or not the board wants a restaurant at this location. Gordy Solz, real estate advisor for Mr. Sarna stated this is the right priced restaurant for the residents in the community, this type of restaurant would present a good facade on that corner, it will have good access, Sarna's have been in the business for over 30 years, started with gas stations, which are all sold at this time, the Sarna's work with the community by listening to their comments and concerns, they keep up their property, shrubbery and the grounds are always keep up, they own 2 tobacco shops which are very successful (one in Columbia Heights and one on University), they haven't owned a restaurant before, but they know how to run a successful businesst. Economic Development Authority Meeting Minutes June 28, 2005 Page 5 of7 Nawrocki stated his concerns are: 1) that the basement would someday possibly be a banquet room; 2) rooftop seating, where are the people going to park when there is only about 80 parking spots available to the site; 3) the sales price of$75,000 for the land is a steal, the City has already incurred expenses to buy, clear, and prepare the land for development; 4) the concerns of the neighbors is important and should be addressed upfront and 5) important to look at the residential area parking problems. Nawrocki also stated he would hope the restaurant would be successful, but certainly could not predict this. Murzyn, Jr. asked if the Planning and Zoning Commission doesn't address the issues of alley and sidewalks. Fehst stated they do and as Schumacher stated before we are only approving a Predevelopment Agreement. Murzyn, Jr. asked Peterson what amount the EDA and Williams-Peterson Partnership agreed on for the land. Peterson stated it was $75,000. Murzyn, Jr. asked Schumacher if Ehlers had the chance to perform the full review. Fehst stated they did not, but we do have the ultimate choice to review these items. Schumacher stated the review done by Stacie Kvilvang of Ehlers was done the same way she would with any other agreement. Peterson stated we have parking requirements in the City and the Sarna's would have to meet our requirements, there are some utilities that are on the site, there is the MGS building, who is going to pay to tear it down, the residents want an alley access, this is something that needs to be negotiated, we have a good solid proposal here and it is certainly better than the last two that we have had for that site, they have a tenant ready to move it, they have a plan, they would be good partners with the City. Ericson Diehm, agreed we didn't hurt when we signed the agreement with Haugland or Williams-Peterson, and neither one went through. Murzyn, Jr. asked Schumacher why we have Ehlers look at the proforma for us. Schumacher stated it is standard procedure. Murzyn, Jr. stated it is difficult for him to approve an agreement, as Ehlers hasn't received all of the information from the developer yet. Schumacher stated the information would come at a later date once the restaurant has been established. Nawrocki felt there is some merit to having a restaurant on this corner, it is not a restaurant, it will be a sport bar. The Star Bar started out as a restaurant, and is now an entertainment center. Fehst stated he has to go to Champs in New Brighton to get good food, which irritates him to go to another City and get a good meal. Ericson Diehm stated we didn't put Haugland or Peterson- Williams Partnership through all of these questions. Nawrocki stated he doesn't approve of a sports bar, and doesn't particularly like champs. Sarna stated if the board passes the Preliminary Agreement tonight, they want to provide a restaurant that is up to date with other restaurants somewhere between Redstone and Applebee's. Economic Development Authority Meeting Minutes June 28, 2005 Page 6 of7 Motion by Peterson, second by Ericson Diehm, to Approve the Preliminary Development Agreement with James J. Sarna, James A. Sarna and David M. Sarna for the redevelopment ofthe City owned property at 40th & University Avenue; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. Nawrocki asked for the residents present to comment. Mike Gondek, 344 4dh Avenue, stated City Council members have been responsive to his questions, would like to see the Sarna's working a little closer with the residents. Joyce Shellito, 403 Summit Street, approximately15 years ago the Industrial Park was going to be revitalized, they fought for parking, her daughter has been partying with one of the Sarna's and told her that they are wonderful people. Residents have concerns with: 1) the possible noise; 2) will the residents be assessed for 5th Street; 3) the idea of a banquet hall, is needed in the City; 4) the walkway is important; 5) a holding pond for water is needed and 6) who will be responsible for renovation of the alley. The residents aren't against the project, but are asking the board to please look into these issues. Fehst stated he would check into the 5th Street assessing issue for her. Murzyn, Jr. stated he hoped she would trust the board to look into these issues. Upon Vote: Jindra- aye, abstained- Nawrocki, Ericson Diehm- aye, Kelzenberg- aye, Peterson- aye, Murzyn, Jr.- aye. Motion Carried. Set Public Hearine: for Sale of Propertv to Huset Park Development Corporation Schumacher stated the EDA, through condemnation owns the property located at 450 38th Avenue (Steel Tech) and per the Contract for Private Development with Huset Park Development Corporation, the EDA would convey title of the property to the developer. In order to do this, the board must hold a public hearing. Motion by Peterson, second by Ericson Diehm, to set a Public Hearing for the Sale of Property to the Huset Park Development Corporation on Tuesday, July 26,2005 at approximately 7:00 p.m. in City Hall Conference Room 1. Upon Vote: Jindra- aye, Nawrocki- nay, Ericson Diehm- aye, Kelzenberg- aye, Peterson- aye, Murzyn, Jr.- aye. Motion Carried. Rvland Homes Marketine: and Sales Trailer Streetar stated Ryland wants to put a sales trailer on the burger king site. They are requesting this because there really isn't any other spot to put it and what a wonderful way to market the City. The lease states through December but they called today to ask the board to extend it through January 2006. Ryland would be responsible to replace the site at the time of vacating it to its original status. The City Attorney has prepared the short-term lease agreement in the packet for review. Murzyn, Jr. asked if it would be likely that we have the option to move them off the site earlier than the time in the agreement. Streetar stated there is a 30-day termination clause in the contract to provide for this. Economic Development Authority Meeting Minutes June 28, 2005 Page 7 of7 Motion by Peterson, second by Jindra, to approve the lease authorizing Ryland Homes to place a temporary sales trailer at the Burger King site from June through January of2006; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. Nawrocki stated he didn't know of any other business the City would let use our property, we should charge Ryland a nominal fee. Peterson stated it is one of the cities mud holes, the developers would be putting down some blacktopping, and cleaning up the property for the City. Friendly Amendment: Kelzenberg offered a friendly amendment to the motion to change it to $1.00 per month for rental of the space. The originator agreed to the amendment. Upon Vote: Jindra- aye, Nawrocki- nay, Ericson Diehm- aye, Kelzenberg- aye, Peterson- aye, Murzyn- aye. Motion Carried. ADMINISTRATIVE REPORTS Communitv Visionine: for the CBn Redevelopment Streetar introduced Kirsten Partenheimer, an intern that has joined our staff since Kim Green left. Kirsten is helping staff out with the CBD Redevelopment and other projects like sign enforcement. Partenheimer stated she wanted to update the board on the community visioning for the CBD redevelopment project. Two meetings were held in May, one with business and property owners and the other with residents. Both groups discussed their issues, concerns, and hopes for the area, which will be used to identify the prevalent challenges and opportunities to be addressed in the next planning stage. Both groups identified fastfade improvements, street beautification, such as trees and flowers, proper street lighting and measures to increase safety would create an area residents could be proud of Participants cited blighted buildings, too little visibility on the street and poor visual appearances as additional concerns. 39th & Central Avenue Streetar stated the real estate agent for three parcels across from 39th and Central contacted him with interest in selling the properties to the City for redevelopment. ADJOURNMENT Motion by Nawrocki, second by Ericson Diehm to adjourn the meeting at 9:40 pm. All ayes. Motion Carried. Respectfully submitted, Cheryl Bakken Community Development Secretary H:\EDAminutes2005\6-28-2005 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting of: July 26, 2005 AGENDA SECTION: Consent Agenda ORIGINATING EXECUTIVE NO: DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Financial Report and Payment of Bills BY: Cher Bakken BY: DATE: July 14, 2005 BACKGROUND: The bound Financial Report for the month of June 2005 draft Resolution 2005-10 is attached for review. The enclosed Financial Report lists the Summary (white), the Check History (Green), the Expenditure Guideline with Detail (blue) and Revenue Guideline with detail (yellow) for each fund and department and the Parkview Villa North and South [mancials (white). The reports cover the activity in the calendar (fiscal) year from January 1 through June 30, 2005. RECOMMENDATION: Staff will be available to answer specific questions. If the report is satisfactorily complete, we recommend the Board take affirmative action to receive the Financial Report and approve the payment of bills. RECOMMENDED MOTION: Move to approve Resolution 2005-10, Resolution of the Columbia Heights Economic Development Authority (EDA) approving the Financial Statement and Payment of Bills for the month of June 2005. EDA ACTION: H:\EDAConsent2005\June Fin Rep 2005 EDA RESOLUTION 2005-10 RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) APPROVING THE FINANCIAL STATEMENT FOR JUNEAND PAYMENT OF BILLS FOR THE MONTHS OF JUNE 2005. WHEREAS, the Columbia Heights Economic Development Authority (EDA) is required by Minnesota Statutes Section 469.096, Subd. 9, to prepare a detailed financial statement which shows all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the EDA's credits and assets and its outstanding liabilities; and WHEREAS, said Statute also requires the EDA to examine the statement and treasurer's vouchers or bills and if correct, to approve them by resolution and enter the resolution in its records; and WHEREAS, the financial statement for the month of June 2005 and the list of bills for the month of June 2005 are attached hereto and made a part of this resolution; and WHEREAS, the EDA has examined the financial statement and the list of bills and finds them to be acceptable as to both form and accuracy. NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of the Columbia Heights Economic Development Authority that it has examined the attached financial statements and list of bills, which are attached hereto and made a part hereof, and they are found to be correct, as to form and content; and BE IT FURTHER RESOLVED the financial statements are acknowledged and received and the list of bills as presented in writing are approved for payment out of proper funds; and BE IT FURTHER RESOLVED this resolution and attachments are to be made a part of the permanent records ofthe Columbia Heights Economic Development Authority. Passed this _ day of ,2005. MOTION BY: SECONDED BY: AYES: NAYS: Don Murzyn, Jr. President Attest by: Cheryl Bakken, Assistant Secretary H :\Resolutions2005\EDA2005-1 0 eetmg 0: uly , AGENDA SECTION: Public Hearing ORIGINATING EXECUTIVE NO: DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Adopt Resolution 2005-11, Authorizing BY: Randy Schumacher BY: the Sale of Property to Huset Park DATE: July 20,2005 Development Corporation COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) M f J I 26 2005 BACKGROUND: The Columbia Heights Economic Development Authority is the owner of real estate acquired through condemnation located at 450 38th Avenue NE, Columbia Heights, MN (Steel Tech). The Economic Development Authority has previously agreed in the Contract for Private Development between EDA and Huset Park Development Corporation, dated October 25, 2004, that the EDA will convey title of the property to the developer for redevelopment purposes consistent with the contract. Prior to the approving ofthe sale, the board of commissioners must hold a public hearing on the question of whether the EDA should sell the property to the developer. Move: to open the Public Hearing. RECOMMENDATION: Staff recommends Adopting Resolution 2005-11, a Resolution approving the Sale of property located at 450-38th Avenue to the Huset Park Development Corporation. RECOMMENDED MOTION: Move to Close the Public Hearing. Move to Adopt Resolution 2005-11, Authorizing the Sale of Property to the Huset Park Development Corporation; and therefore, to authorize the President and Executive Director to enter into an agreement for the same. Attachments EDA ACTION: h:\consent Form200S\EDA Public Hearing Sale of Property-Huset Park Dev. RESOLUTION NO. 2005-11 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY COUNTY OF ANOKA, STATE OF MINNESOTA RESOLUTION AUTHORIZING SALE OF PROPERTY WHEREAS, the Columbia Heights Economic Development Authority (the "EDA") is owner of real estate acquired through condemnation located at 450 - 38th Avenue N.E., Columbia Heights, MN, and which is legally described in Exhibit "A" attached hereto ("Property"); and WHEREAS, the EDA has previously agreed in that certain Contract for Private Redevelopment between the EDA and Huset Park Development Corporation ("Redeveloper") dated October 25, 2004, that the EDA will convey title of the Property to the Redeveloper for redevelopment consistent with said contract; and WHEREAS, prior to adoption of this resolution, the Board of Commissioners held a public hearing, after proper notice pursuant to Minn. Stat. S 469.105, at which they provided the opportunity for public comment on the question of whether the EDA should sell the Property to the Developer. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, AS FOLLOWS: 1. Conveyance of the Property by the EDA to the Redeveloper in accordance with the provisions of said Contract for Private Redevelopment is approved. 2. The Executive Director and President of the EDA are hereby authorized and directed to execute all appropriate documents to convey title of the Property to the Redeveloper in accordance with the Contract for Private Redevelopment between the EDA and Huset Park Development Corporation. 3. The Executive Director and President of the EDA, staff and consultants are hereby authorized and directed to take any and all additional steps and actions necessary or convenient in order to accomplish the intent of this Resolution. Adopted this _ day of ,2005. Don Murzyn, Jr., President Cheryl Bakken- Secretary RJL-263516vl CL205-25 EXHIBIT A PARCEL G (Abstract) (PIN No. 35-30-24-34-0002) (450 - 38th Avenue N.E.) Property Address: 450 - 38th Avenue NE, Columbia Heights, Minnesota 55421. Legal Description of Property to be Acquired: Lot 3, Auditor's Subdivision No. 50 Together with vacated and to be vacated streets and alleys accruing thereto upon vacation and appurtenant easements if any. According to the map or plat thereof on file and of record in the office of the County Recorder in and for Anoka County, Minnesota EXCEPT: That part of Lot 3, Auditors Subdivision Number 50, Anoka County, Minnesota which lies southeasterly of the following described line; Said line commences at the northwest comer of said Lot 3: thence south 89 degrees 55 minutes 31 seconds east, on an assumed bearing, along the north line of said Lot 3 a distance of 143.15 feet to the point of beginning of said line; thence southwesterly on a non-tangential curve a distance of 83.69 feet, said curve has a radius of 815.00 feet, a central angle of 05 degrees 53 minutes 02 seconds, a chord length of 83.66 feet and a chord bearing of south 38 degrees 02 minutes 41 seconds west to the south line of said Lot 3, and there terminating. According to the map or plat thereof on file and of record in the office of the County Recorder in and for Anoka County, Minnesota. RJL-263516vl CLZ05-25 A-l COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting of: July 26, 2005 AGENDA SECTION: Items for Consideration ORIGINATING EXECUTIVE NO: 5-A DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Request Approval and Modifications to BY: Randy Schumacher BY: the Schafer Richardson Contract for DATE: July 20, 2005 ~. Private Development BACKGROUND: Pursuant to section 8.2 ofthe Schafer Richardson Development Agreement, the developer is allowed to transfer portions ofthe redevelopment property to qualified sub-developers upon the approval of the authorities board of commissioners, and developer may also assign certain rights and obligations under the redevelopment agreement to the sub-developers in connection with such a transfer. Schafer Richardson is proposing a transfer of a portion of the redevelopment property to Ryland Homes Inc. and proposes to assign some ofit's rights and obligations. The EDA's legal counsel, Steve Bubul, will be present to review the proposed modifications and answer any questions. RECOMMENDATION: Staff recommends Approval of the letter for Modifications to the Schafer Richardson Contract for Private Development dated July 8,2005. RECOMMENDED MOTION: Move to approve the letter for Modifications to the Schafer Richardson Contract for Private Development dated July 8, 2005, and authorize the authorities representative to execute same. Attachments EDA ACTION: h:\consent Form200S\Schafer Richardson Contract for Private Dev.mod~ficat~on FAEG RE &: BENSON llP UNtTED STATES I ENGLAND I GERMANY I CHINA JOHN H. HERMAN JHerman(alfaegre.com 612.766.8908 July 8, 2005 Robert Streetar Executive Director Columbia Heights Economic Development Authority 590 - 40th Avenue NE Columbia Heights, Minnesota 55421 Re: rovals and Modifications b Dear Mr. Streetar: This letter (the "Letter of Approval") is submitted to you in connection with that certain Contract for Private Redevelopment dated as of October 25,2004 (the "Redevelopment Agreement"), by and between Huset Park Development Corporation (the "Redeveloper"), the City of Columbia Heights, and the Columbia Heights Economic Development Authority (the "Authority"). All capitalized terms used in this Letter of Approval without definition herein shall have the meanings given to those terms by the Redevelopment Agreement. As you know, in connection with the Huset Park portion of the Downtown CBD Redevelopment Project (the "Project"), Redeveloper has now successfully concluded the negotiation of the first critical sale of a portion of the Redevelopment Property, and the assignment of certain development rights pursuant to the Redevelopment Agreement, to a prospective Subdeveloper, The Ryland Group, Inc. ("Ryland'). By this Letter of Approval, Redeveloper is pleased to formally advise the Authority of this accomplishment and to request certain consents, approvals, modifications and confirmations (collectively, the "Approvals") pursuant to the Redevelopment Agreement, as contemplated therein and as set forth more specifically below. We have also previously discussed the needed Approvals with your staff, the Authority's financial consultant, Ehlers & Associates ("Ehlers"), and your legal counsel (collectively the "City Representatives"), specifically as such Approvals relate to the conditions precedent to the Closings defined in that certain the Purchase Agreement by and between the Redeveloper and Ryland (the "Purchase Agreement"). In that regard, we have provided the City Representatives with copies of the fully-executed Purchase Agreement, and an additional copy is attached to this Letter of Approval for your convenience as Exhibit A. 2200 WELLS FARGO CENTER I 90 SOUTH SEVENTH STREET I MINNEAPOLIS MINNESOTA 55402-3901 TELEPHONE 612-766-7000 I FACSIMILE 612-766-1600 I WWW.FAEGRE.COM July 8, 2005 Page 2 Request for Board Approvals Pursuant to Section 8.2 of the Redevelopment Agreement, the Redeveloper is authorized to Transfer portions of the Redevelopment Property to qualified Subdevelopers upon the approval of the Authority's board of commissioners, and Redeveloper may also assign certain of Redeveloper's rights and obligations under the Redevelopment Agreement to the Subdevelopers in connection with such a Transfer. As stated above, Redeveloper now proposes a Transfer of a portion of the Redevelopment Property (the "Ryland Property") to Ryland pursuant to the Purchase Agreement; and, in connection therewith, the Redeveloper proposes to assign (and Ryland proposes to assume) certain of Redeveloper's rights and obligations with respect to the Ryland Property under the Redevelopment Agreement pursuant to the form of Assignment and Assumption Agreement attached to this Letter of Approval as Exhibit B (the "Assignment"). Therefore, the Redeveloper has requested, and the Authority's board of commissioners has now taken, all necessary action to approve the following Approvals, and the board of commissioners has further authorized the Authority Representative to indicate such approval by signing this Letter of Approval. 1. Approval of Ryland as a Subdeveloper and of the Assignment to Ryland. The Authority hereby approves: (i) Ryland as a Subdeveloper, (ii) the Transfer of the Ryland Property to Ryland pursuant to the Purchase Agreement, and (iii) the form and consummation of the Assignment. 2. Amendments to Development Agreement. The Authority hereby approves of and agrees to the following amendments to the Redevelopment Agreement: (i) Revised DEED Grant Covenants. It having been determined that the requirements of the DEED Grant Agreement require only ten percent (10%) of the units to be at affordable levels (and that the provisions of Section 4.5 of the Redevelopment Agreement required twenty percent (20%) as regards Phase I), Section 4.5 is hereby modified to require that the Redeveloper and any Subdeveloper of Phase I under the Development Agreement shall only be obligated to complete a minimum often percent (10%) of the Minimum Improvements at a base price level at or below one hundred ten percent (110%) of the maximum affordable price under Met Council guidelines in effect in the year of the sale of such Minimum Improvements. Further it is agreed that the term "base price level" for purposes of this Section 4.5 shall mean the price of the finished unit as offered by the Redeveloper or any Subdeveloper, exclusive of purchaser options and upgrades. The unit as offered at the "base price level" shall qualify, without any upgrades or options, for issuance of a City certificate of occupancy. July 8, 2005 Page 3 (ii) Timing of Issuance of Refinancing Notes. In connection with the Refinancing ofthe Initial Notes by the Authority pursuant to Section 3.10 ofthe Redevelopment Agreement, the Authority agrees that upon Redeveloper's request, the Authority will issue a Refinance Note: (a) Upon completion of eighty percent (80%) of the housing units in any Subdeveloper Parcel; and (b) Upon completion of fifty (50) or more additional housing units, in the aggregate, in anyone or several Subdeveloper Parcel(s) which has (or have) already met the requirement of Sub-Paragraph 2(ii)(a) above. With respect to the provisions of this Paragraph 2(ii), Redeveloper shall endeavor to request issuance of such Refinancing Notes no more often than once per calendar year. Redeveloper shall pay (and will not be reimbursed for from tax increments or the proceeds of any Refinancing Notes) the increased costs, if any, incurred by the Authority or City as a direct result of (I) issuance of Refinancing Notes more frequently than once in any calendar year, or (2) the reasonable administrative burdens associated with calculating tax increment generated from multiple specific housing units (compared to increment from an entire block or other easily identified area); all as such increased costs are determined by the Authority in its sole discretion, after consultation with its financial advisor. Further, before issuance of any Refinancing Notes, Redeveloper shall provide the Authority with the parcel identification numbers for all properties from which tax increment will be pledged. (iii) No Other Modification: Counterparts. Except as provided by this Letter of Approval, the Redevelopment Agreement remains unmodified and in full force and effect. [Remainder of Page Left Blank, Signature Page Follows] July 8, 2005 Page 4 Please acknowledge your agreement to the foregoing on behalf of the Authority by executing and returning to the undersigned the additional copy of this Letter of Approval enclosed for that purpose. Sincerely, F AEGRE & BENSON LLP GLLJ,I~ John H. Herman, Attorney for Redeveloper, HUSET PARK DEVELOPMENT CORPORATION, on behalf of the Redeveloper Approved and Authorized by the Board on July _,2005. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a Minnesota public body corporate and politic By: Its: Robert Streetar Executive Director Acknowledged and agreed to this _ day of July, 2005. July 8, 2005 Page 5 EXHIBIT A Copy of Purchase Agreement July 8, 2005 Page 6 EXHIBIT B Form of Assignment BXECUTION copy AGREEMENT OF PURCHASE AND SALE (FINISHED LOTS) THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement'') is made and entered into effective as of April 18, 2005 (the "Effective Date''), is entered into by HUSET PARK DEVELOPMENT CORPORATION. a Minnesota corporation ("Seller") and THE RYLAND OROUP, INC., a Maryland corporation ("Buyerj. In consideration of the mutual promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which 8{e hereby acknowledged, Buyer and Seller (sometimes collectively referred to as the "Partiesj agree as follows: 1. Definitions. Capitalized terms that are not defined when first used in this Agreement have the meanings set forth below. A Additional ProDem: That certain real property contemplated to be developed by Seller or its assigns as legally described on E:dibit 0 attached hereto and incorporated herein. B. Assl2nment and AssamDtion Asn-eement: Such tenn shall have the meaning assigned thereto in Section 9.0 herwf. C. Authorities: All federal, state and local governmental and quasi-governmental agencies, bodies. entities, boards and authorities that have jurisdiction over the Property. the fumishing of utilities or other services to the Property. or the subdivision, improvement, development, occupancy, sale or use of the Property. including without limitation, the Federal Housing Administration and the Veterans Administration. D. Broker: None. E. Buver's Conditions Precedent: Such tenn shall have the meaning assigned thereto in Section 9 hereof. F. JJtt: City of Columbia Heights, Minnesota. O. C1os1n2: The act of settlement of the purchase and sale of all or part of the Property at which Seller conveys title to Buyer by delivery' of a deed or deeds as to a part of the Property and Buyer delivers the applicable Purchase Price per Home to Seller. This Agreement contemplates that there win be multiple Closings. H. CIosin2 Dates: Bither the date of the Initial Closing or the date of any subsequent Closing. The Parties contemplate that (i) there will be four (4) Closings, plus an early Closing for the acquisition of Lots for model homes (as contemplated by Section 5 hereof), and (ii) the Closings shall occur as set forth on the Takedown Schedule. I. ComnletloD Guarantv: That certain completion guaranty to be executed and delivered to Seller by Buyer at each Closing, pursuant to which Buyer shall guarantee to Seller completion (subject to delays duo to force majeure) of the Homes con~1ated to be constructed on the Lots acquired at such Closing by the ,,-tUne therefor as establisbed pursuant to SectlOD 26(8) of this Agreement It is undentood that this obligation will be part of the Assignment and Assumption Agreement with respect to the Development Agreement and that, pursuant thereto, the possibility of extensions of such deadlines will exist with the agreement of the BDA. Failure to satisfy the terms of the Completion Guaranty sball be a default thereunder and a draw event pursuant to the Completion Letter of Credit; provided, however, that other than recourse against the Completion Letter of Cndit, such default \Dlder the Completion Guaranty shall be non- recourse to Buyer. Each Home shall be conclusively deemed completed as provided in Section 16(C), below. Buyer agrees to exercise good faith, commercially reasonable efforts (not including the payment of overtime or exeroise of extraordinary scbeduling or constnJcti.on measures) to complete . construction of the respective Homes by the deMlines provided therefor by the Development Agreement, notwithstanding delays in completion of the Development Work; provided, however, that the failure to do so shall not constitute a default by Buyer lDlder this Agreement (except with respect to this SeetlOD 1(1) and Seetion 1(J) below). J. ComDleClOD Letter of Cred.lt: That irrevocable letter of credit to be delivered to Seller at each Closing in an amount equal to the product of Twenty Thousand Dollars ($20,000.00) times the number of Lots being acquired at such Closing, which Completion Letter of Credit shall secure the obligations of the Buyer under the Completion Guaranty as provided in Section 16 of this Agreement Ie. ComDletloD Letter of Credit Escrow A2I'eemeJIt: That certain escrow agreement to be entered into among Seller, Buyer and Escrow Agent, in a mutually agreeable fonn to be completed during the Feasibility Period and thereafter attached hereto and incorporated herein as EDalbit S, relating to the procedures for draws under a Completion Letter of Credit; provided however that if Seller's lender insists upon holding the Completion Letter of Credit as direct security, then Buyer shall agree to. transfer of the Completion Letter of Credit from Escrow Agent to such lender upon terms and conditions substantially similar to those contained in the Completion Letter of Credit Escrow Agreement. L. DeveloDlD.eIlt A2reemeDt: That certain Contract for Private Redevelopment dated October 25, 2004 by and among Seller, the City and the EDA. M. DeveloDmeDt ProDertv: The Property pIuS the Additional Property. N. DeveloDIDCDt Work: Such term shall have the meaning assigned thereto in Section loA. of the Schedule of Development. 2 BB. CC. o. DoeumeDU: All engineering,. environmental (including without limitation Seller's Environmental Reports), economic, soils. marketing and other studies, surveys, maps, drawings, plans, reports and appraisals that relate in any way to the Property which arc in Seller's possession or arc otherwise reasonably available to Seller. P. Ea....est MODev: Any cash or letter of credit delivered by Buyer to Seller or Escrow Agent hereunder. IDA: The Columbia Heights Economic Development Authority. Escrow Atm!e~Dt: That certain escrow agreement to be entered into among Seller, Buyer and Escrow Agent relating to the Eamest Money, substantially in the form attached hereto and iDCOlpOrated herein as Exhibit E. Q. R s. Elerow AftDt: Pint American Title Insurance Company, or another mutually acceptable title company. FeasibWtv Period: The period beginning on the day after the Effective Date and ending ninety (90) days thereafter. T. u. Fee Owaen: The owners of fee title to those parcels comprising the Property which have not been acquired by Seller as of the Bffective Date. Homes: The Ryland Product to be constructed by Buyer on the Lots. ImDrovemeDts: Such term shall have the meaning assigned thereto in SeedoD l.A of the Schedule of Development. Initial Closln.: The Closing at which Buyer shall purchase the Initial Lots, excluding the earlier purchase Lots for model homes as contemplated hereunder. IDltlaI ClosIQ2 Date: A date fifteen (IS) days after all Buyer's ~ns Precedent have been satisfied or waived in writing as to the Initiaf~ts..: _ ~ Parties contemplate that the Initial Closing Date will be on or about JUly 1, 2005. ) Initial Lots: The Lots to be purchased at the Initial Closing, as designat~ Site Plan. v. W. x. Y. z. AA. Lenl Reouirements: The rules, regulations, laws, ordinances, standards, approved plans and other requirements of the Authorities. Lots: Condominium and/or townhouse lots within the Property, as reflected on the plat(s) contemplated by SeedoD 9.H. hereof. Outside Date: lanuary 1.2006, at which time this Agreement shall, except as otherwise expressly set forth in this Agreement, terminate at the option of Buyer if the contingencies as to Buyer's performance hereunder as to the Initial Lots 3 have not been satisfied. Upon such termination, the Parties shall have such rights and responsibilities as are otherwise set forth in this Agreement. DD. Permitted Exceotfons: Collectively, (i) drainage and utility easements which do not affect proposed improvements, do not increase the cost of coDSt:rueting such proposed improvements and do not adversely affect 1D8I'btability of any Lot or suitability of any Lot for Buyer's PWP08e8, (ii) applicable building and zoning laws, and (iii) those other matters of record or otherwise affecting the Property subject to which Buyer agrees to take title. BE. Pro Rata Purellase Price: The product of the number of Homes authorized by the City to be constructed on the Lots to be purchased at any Closing times the Purchase Price per Home. FF. Prooeny: The real property containing approximately 21.4 acres located in the City of Columbia Heights, County of Anoka, as more particularly described on EDaibIt A attached hereto, which is or will be subdivided into Lots on which the City shall have authorized the construction of at least two hundred eighty five (285) Homes, plus all easements. rights of way. permits, approvals, privileges and entitlements appurtenant thereto, and all right, title and interest in and to all streets and water courses adjacent to, abutting or serving the real property. 00. Puchue Price oer Home: Thirty-nine Thousand One Hundred and 001100 Dollars ($39,100.00). HH. RvlaDd Product: The condominium and townhouse Homes that Buyer intends to build on the Property. "------::>" . n. SeIledule orDeveloolDeJ.t: Exhibit I, wJ9ch details Seller's responsibilities with regard to development of tho Lots. ." J]. Seller's Eavironmental ReDQrts: Collectively, those certain environmental reports with respect to the Property identified on Emlbit M attached hereto and incolpOrated herein. KK. Site Pia: That certain site plan of the Property and the Additional Property attached hereto and incorporated herein as Exhibit B. LL. Takedown ScJaedule: The schedule (or purchase of Lots hereunder attached hereto and incorporated herein as Exhibit N. MM. Total Purehue Price: The product of the nwuber of Homes authorized by the City to be constructed on the Property times the Purchase Price per Home. Assmning that the City authorizes the construction of two hundred eighty five (285) Homes on the Property, the Total Purchase Price for the Property shall be Eleven Million One Hundred Forty-Three Thousand Five Hundred and 001100 Dollars ($11,143,500.00). 4 NN. Ua4erlvlD2 Parchase AtzreemeDts: All those certain purchase agreements now or bcreafter entered into by Seller and the respective Fee Owners under which Seller shall acquire parts of the Property not heretofore acquired by Seller. All such agreements in existence on the Effective Date arc descn'bed on Exhibit R attached hereto and incorporated herein.. 2. Purchase aDd Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase ftom Seller, the Property in fee simple. 3. Itamest MODev.. A Debe" 01 Eames. MODev. Within five (5) days after the Effective Date, Buyer sball deliver to Escrow Agent an unconditional, iaevocable letter of credit in the principal amount of $500,000.00 (the "Letter of Credit") issued by a recognized financial institution r-sonably acceptable to BU)'BI' and Seller, which Letter of Credit shall have a tenn expiring on or after the Outside Date and sba11 be sublbntilllly in the form lIftached hereto 8Dd incorporated herein as Emlbft D. Buyer, Seller and Escrow Agent shall enter into the Earnest Money Escrow Agreement contemporaneously with Buyer's deposit into escrow of the Letter of Credit The term "Earnest Money" shall include any cash or Letter of Credit, including any replacements or renewals thereo( held by the Escrow Agent pursuant to the Eamest Money Escrow Agreement. B. ADDHeatloD of Eamest MODev. The Earnest Money shall be reduced at or after each Closing in the following incremc:o.ts: (i) to Four Hundred Fifty Thousand Dollars ($450.000) following the Initial Closing; (ii) to Three Hundred Sevfllty- five Thousand Dollars ($375,000) following the Second Closing; and (iii) to Two Hunc:lnxl and Fifty Thousand Dollars ($250,000) following the Third Closing. The Escrow Agent and Seller shall cooperate with Buyer to effect such reductions in any Letter of Credit, and, to the extent requested by the issuer of the Letter of Credit, Escrow Agent and Seller shall sign authorizations and similar documents evidencing consent to the reduction. In the event that Buyer fails to effect such reduction in the Earnest Money for any reason whatsoever, the principal amount available to be drawn under the Letter of Credit shall nonetheless be deemed reduced by the amounts set forth above, and the Seller shall under, no circumstances submit any sight draft or other request for payment under the Letter of Credit for, or be entitled to receive under the Letter of Credit, any amount in excess of the aggregate principal amount of the Letter of Credit, as so reduced. This SabseetioD 3.B. shall survive each Closing and any tennination of this Agreement The Letter of Credit shall be released at the final Closing. c. Renewal of Letter of Credit. If the expiration date of the Letter of Credit is prior to the date upon which the last Lot is to be acquired by Buyer, then not later than the thirtieth (30th) day before the expiration of such Letter of Credit, Buyer sha11 deliver to Escrow Agent a renewal or replacement thereof having the effect of renewing the expiring Letter of Credit or replacing it with a new Letter of Credit in the appropriate amount. 5 '3::~" .~ l~ o '-.. ' D. Authorlzatlon. In order for Buyer to effectuate an extension. reduction or caocelIation of the Letter of Credit, Seller and Escrow Agent agree to sign and deliver to Buyer an authorization letter in form. of Attachment B to Exhibit D. 4. Buver InvestlndoD: Rl2ht ofED~. A Buver IDvestf2atfoD. At any time during the Feasibility Period or theteafte.r so long as this Agreement has not been terminAted, Buyer shall have the right to investigate tide and to make such investigations, studies and tests with respect to the Property as Buyer deems necessuy or appropriate to determine the feasibility of purcha.sing the Property. Seller shall endeavor in good faith to obtain and deliver to Buyer within fourteen (14) days after the Effective Date written permission 1iom each of the Fee Owners for Buyer's exercise of its rights under this SeetiOIl 4. Buyer acknowledges that certain Fee Owners may not grant such permission. Notwithstanding anything contained herein to the contrary, the Feasibility Period as to any Lot subject to an Underlying Purchase Agreement shall be extended to the later of (i) ninety (90) days after the Effective Date, or (ii) sixty (60) days after Seller shall deliver to Buyer written permission to exercise Buyer's rights under this SeedOD 4 as to such Lot. Under no ciroumstaoces shall any examination of the Property be deemed to constitute a waiver or relinquishment on Buyer's part of its rights to rely on the covenants {made by Seller hereunder. If Buyer elects to proceed with the acquisition of the Property on the terms herco( Buyer shall give written notice thereof to Seller prior to expiration of the Feasibility Period ("Buyer's Approval Noticej. If Buyer fails to provide Buyer's Approval Notice, then this Agreement shall be deemed tenninated whereupon the Earnest Money shall be returned to Buyer. . Thereafter no Party hereto shall have any further obligation or liability to the oth<< with respect to the transactions contemplated by this Agreement except for Buyer's indemnification of Seller pursuant to SubseedOD 4.B. hereo( which sball swvive such termination. In order to facilitate Buyer's investigation of the enviromnental condition of the Property, Seller shall cause the enviromnenta1 consultants preparing Seller's Environmental Reports to execute and deliver to Buyer reliance letters with respect to Seller's Environmental Reports addressed to -............ (Buyer and otherwise in fonn acceptable to Buyer in its reasonable discrmoD, ,,~thin thirty (30) days after the Effective Date. With respect to any Environmental Reports prepared for the EDA, Seller and Buyer sball jointly request BOA and the applicable environmental consultant to provide to Buyer reliance letters as to such reports. Seller shall also deliver to Buyer, within ten (10) days of the Effective Date, copies of all Underlying Purchase Agreements (with, at Seller's option, all prices redacted). B. Rl2ht of Entrv. During the Feasibility Period and at any time the'l'cafter so long as this Agreement has not been terminated., Seller shall permit Buyer, its employees, agents, contractors and subcontractors (after giving Seller reasonable prior verbal notice thereof), to enter upon the Property and while thereon make surveys. take measurements, perfonn test borings or other tests of surface and subsurface conditions, make engineering, environmental and other studies and 6 inspect the PropeJ;ty; provided, however, that Buyer's rights under this sentence are subject, as to portions of the Property not owned by Seller, to receipt of permission from the applicable Fee Owner therefor. Seller shall cooperate with Buyer and ahall provide to Buyer within five (5) days after the Effective Date, at no cost to Buyer, all Docwncnts and othel' pertincot infonnation relating to the Property which are in Seller's possession or control. If Buyer exercises its rights under the provisions of this subsection, it aha1l (i) keep the Property free of any liens or thUd-party claims resulting therefrom; (ii) indMnnitY Seller against any liability or expense for iojuries to or death of persons or damage to property arising from the exercise by Buyer of the rights hereunder that are not the result of any act or omission of Seller or Seller's agents, employees or contractors and (Iii) use commercially reasonable efforts not to materially interfere with any wodc: of Seller or.the BDA on the Property; and (iv) if Closing does not occur for any reason (other than a default by Seller in performing its obligations hereunder) as to particular Lots, restore as nearly as practicable such Lots substantially to their condition imftHlJ(fiately beforo such exercise. The iDdP.mnification provisions of this subsection sball survive the termination of this Agreement. To effect this indemnification, Buyer shall obtain comprehensive general liability insurance, with commercially reasonable terms and limits, and shall lWIle Seller as additional insured on the same terms as provided in SeedOD 6.A. C. 812D.: Sales TraBer: Stol'al!'C of EoulDment. From and after the Effective Date until such time as this Agreement has been terminated, Buyer shall have the right to place signs and a sales trailer on the Property and to conduct marketing activities thereon, all in areas approved by the Seller, such approval not to be unreasonably withheld or delayed. Seller shall also reasonably cooperate with Buyer, if necessary and upon written request from Buyer, to allow Buyer to ose space on the Property for storage of construction equipment and materials that Buyer and its contractors aDd their subcontracton may from time to time require. In connection with Buyer's exercise of its rights hereunder, Buyer shall (i) keep the Property free of any liens or third-party claims resulting therefrom, (ii) clean up any debris from. the Property and restore the Property after Buyer's use as nearly as practical substantially to its coridition immediately before such axereise jf Buyer does not purchase it, and (Hi) indl'lmnifY Seller against any liability or expense for injuries to or death of persons or damage to property arising from Buyer's exercise of its rights hereunder that are Dot the result of any act or omission of Seller or Seller's agents, employees or contractors. 5. TakecloWD ReaairemeDu. As its minimum Lot "takedown" requirements, Buyer shall complete the purchase of the number of Lots contemplated for purchase at such Closing on the Takedown Schedule; provided, however, that Buyer's takedown requirements sba1l be cumulative (i.e., to the extent Buyer has exceeded its Lot takedown requirements set forth on the Takedown Schedule, Buyer's minimum takedown requirements at the next following Closing shall be reduced accordingly). The Lots which Buyer anticipates acquiring at each Closing are designated on the Site Plan (c.g. the Lots to be acquired at the Initial Closing are designated as "Initial Closing Lots", the Lots to be acquired at the second Closing are desi8J'Ated as "Second Closing Lots", etc.). Notwithstanding the 7 foregoing to the contrary, Buyer may substitute Lots to be acquired at each C1osin& subject to Seller's prior written approval, not to be unreasonably withhel~ delayed or conditioned. At each Closing, Seller shall also transfer and convey to Buyer all outlots or other common areas adjaccot or appurtenant to the Lots being purchased at such Closing or which are otherwise necessary for access to or the use or development of such Lots, for no additional consideration. NotwitbstarJdi11g the foregoing to the contrary, Buyer may at its option eJect to purcbase Lots for model homes prior to the Initial Closing on not less than fifteen (1 S) days prior written notice to Sener. In addition, Buyer shall have the right to purchase Lots after any Closing and prior to tho next scheduled Closing 80 long as Buyer shall provide to Seller written notice of Buyer's intention to purchase such Lots and designating the Lots which Buyer desires to purohase at such Closing (i) if Buyer desires to acquire such Lots OD or after December 1 of any calendar year through May 1 of tho following year, on or before the preceding October I, or (ii) if Buyer desires to acquire such Lots at any time from May 2 through November 30 of any calendar year, at least sixty (60) days prior to the proposed Closing Date. 6. CIosblt~.. A. 1bc Initial Closing shall take place on the Initial ClosiDg Date, and Closing on the acquisition by Buyer of the balance of the Property sba1I, subject to Buyer's right to accelerate the pun:base of certain Lots as set forth in ScedOD 5 above, occur as contemplated on the Takedown Schedule. Closings shall occur at the offices of Buyer or Escrow Agent during normal business hOUlS or at such other location as Buyer and Seller may mutuaUy agree. If and to the extent necessary for the performance of Seller's development obligations hereunder, Buyer shall grant to Seller. its agents and contractors, a temporary easement to enter upon any portions of the Property previously acquired by Buyer and designated. as streets or roads on the "Final Plat" or "Preliminary Plat" (as those terms arc defined in Section 9.8), as the case may be, for purposes of allowing access to any Lots in the Property not theretofore purchased by Buyer. on such tenus as shall be mutually acceptable to Seller and Buyer. Pursuant to the terms of such easement agreement (i) Seller shall obtain and maintain for the term of such casement a policy of comprehensive public liability insurance with a reputable insurance company liceosed to do business in Minnesota which policy shall have combined coverage limits ofnot less tban 53,000,000, shall name Buyer as an additional insured, and shall provide that the same shall not expire or be terminated, revoked or amended without at least thirty (30) days written notice to Buyer, and (il) Seller shall indl'lmnify and hold Buyer harmless from and against any and all liability, damages, claims, causes of action, costs or other expcoscs. including without limitation reasonable attorneys' fees, paid, incurred or asserted against Buyer arising out of or related to any act or omission of Seller, its agents, employees or contractors on, about or relating to said Lots. So long as Buyer completes its obligations hereunder with respect to purchase of the Lots. such easement shall teDninate upon (i) the acquisition by Buyer of all of the Property or (ii) the tenninatiOll of this Agreement for reasons other than default by Buyer hereunder. 8 B. Subject to the adjustments provided for herein, Buyer shall pay at each Closing the Pro Rata Purchase Price by wire transfer. Buyer shall also (i) execute and deliver to SeUer a Completion Guaranty as to the Homes to be constructed on the lots being acquired at such Closing, (iI) execute and deliver to the Escrow Agent the applicable Completion Letter of Credit EBaow Agreement, and (ili) deliver to the Escrow Agent a Completion Letter of Credit to secure the obligations of Buyer under the applicable Completion Guaranty. C. Upon payment of the Pro Rata Pwchase Price applicable to each Closin& Seller shall execute, acknowledge, and deliver to Buyer the closing docmnents Set forth on Exhibit C as to the lots being purchased at such Closing. Upon payment of the Total Purchase Price, Escrow Agent shall return any Letter of Credit deposited with the Escrow Agent as Earnest Money. D. Each Party sball execute, acknowledge, seal and deliver, after the Effective Date. including at or after any Closing, such fiuther assurances, instruments md documents as the other may reasonably request in order to fulfill the intent of this Agreememt and the transactions contemplated hereby. J( " "'--- I , c- <) ~',~ 1- ~ ( ~ 1';"_' , B. ( AU reaI.estate taxes levied against th~ Lots shall be adjusted and prorated betw~ ~, "---( the Parties as of the day of each ClOSIng and shall thereafter be assumed and patd "- by Buyer. SeUer shall pay, as of the date of each Closing. all special as'cssments, whether levied or pend"'&. relating to the Lots or the development of the Property, along with all other public or governmental charges imposed or constituting a lien against the Initial Lots as of the day of Closing, it being the intention of the Parties that Seller sball pay all special assessments relating to the {- , Property (or any other related property being developed. by Seller) arising from I r.!..) the development thereof as contemplated hereby. Any tax proration based on an estimate shall be subsequently readjusted upon receipt of a tax bill The obligation to adjust shall survive Closing. (. F. Buyer shall be responsible for and shall pay as to the lots being acquired hereunder, all park dedication fees, and shall be responsible for SAC and WAC fees (as opposed to trunk fees, which arc payable by Seller) imposed by the City or any other Authority as a condition to issuance of building pennits for the respective Lots. G. The cost of documentary stamps, transfer taxes and recording fees (other than the deeds conveying title to the respective Lots to Buyer) shall be the sole ~nsibility of the Seller. Notwithstanding the foregoing, Seller shall pay at each Closing. without any contribution ftom Buyer. (i) any agricultural Ian~ rezoning, recapture or roll-back tax due, or deferred taxes under Minnesota's "Green Acres" laws in connection with the conveyance or deed under any county. state, municipal or local Jaw, regulation or ordinance (or any similar tax or assessment), and (ii) the cost of preparing release documents, if any, and the recording thereof for any lien releases required to be obtained by Seller in order to convey title to the Initial Lots in accordance with Section 7. 9 H. Buyer sbaIJ be entitled to a credit against the Pro Rata Purchase Price being paid at each Closing in an amount equal to any park dedication fee credits or SAC or WAC credits due or available to Soller and allocable to the Homes to be constructed on the portion of the Property being acquired at such Closing (such allocation to be based on the total credit available to Seller divided by tho total number of residontial dwelling units contemplated to be constructed on the Development Property based on Seller's then current development plan). 7. TItle ad Sarvev. A. Within ten (10) days after the Effective Date, Seller sbaI1 at its cost, provide to Buyer a title insurance commitment (ALTA Form B) from the Escrow Agent (the "Title Commitment" along with copies of all items noted as exceptions to title (the 'T'Jtle Documem:sj. nJlmi~g Buyer as the proposed iDSUftld and dated not- earlier than sixty (60) days prior to the Effective Date. TitIe to the Property shall be good and marketable of record. insurable at standard rates by a nationally recognized titIe insurance company selected by Buyer, free and clear of all liens. eocumbranc:es, encroachments, coveaants, conditions, restrictions, CUl'!meots, limitations and violation notices from any Authority other than the Pennitted Exceptions. Funds payable by Buyer at any Closing may be used to payoff any existing liens, real property taxes, encumbrances or violation penalties, including accrued interest thereon. B. If Buyer determines that tha:e are titIe defects other than those deemed to be acceptable to Buyer, Buyer shall notify Soller, in writing. of such title defects (the "Buyer's Title Objections'') within twenty (20) days after receipt by Buyer of the Title Commitment. the TItle Documents and the "Survey," as defined below, and Seller shall exercise all due diligence to resolve the same and remove such objcctioDS u soon as reasonably possible thereafter. If Seller &ils to do so to Buyer's satisfaction within the next following one hundred twenty (120) day period, Buyer may either (i) cure the title defect(s) at Seller's cost and expense not to exceed 520,000.00 (other than monetaty liens), or (ii) accept title in its then current CODdition, or (ill) torminate this Agreement; provided, however, that Buyer shall not be permitted to teIminatc this Agreement based on any Buyer's Title Objection if Seller shall have caused the City, EDA or other applicable Authority to initiate condemnation proceedings as necessary to cure such Buyer's Tide Objection and such proc-'inV (a) are being pursued in good faith and in a diligent manner and (b) have not been diamissed, terminated or otherwise resolved without cure of such Buyer's Title Objection. Buyer shall not be required to object to monetary liens or encumbrances or real property taxes due and payable, and the Parties agree that such items will be released, at Seller's expense, as of each Closing. C. Seller shall obtain and provide a survey of the Property (the "Survey") within twenty (20) days following the Effective Date of this Agreement; which Survey shall (i) be certified to Buyer and Escrow Agent; (ii) be prepared in accordance with the minimum standard detail requirements, (including all optional items 10 specified on Table A thereto but expressly excluding topographical contour lines) established by ALTAlACSM in 1999 and (Ui) include a floodplain and wetland certification by the surveyor certifying the absence of the same from any portion of the Property. Such survey shall not be required to show the location of any buildings or other structures which arc intended to be demolished by SeIler as part of the Development W01k. In the event the Survey reflects casements, encroachments, overlaps, or other defects not contained in the Permitted Exceptions to title, Seller sball have the same rights and duties relating to the remedy of such Survey defects as are provided in Seetl08 7.B. pertaining to the remec:iy of title defects. All costs incurred by Seller in obtaining the Survey, and any revisions or corrections thereto, shall be paid by Seller. The Feasibility Period shall be deemed extended one (1) day for each day beyond the deadlines stated in SubseetioJu 7.A and 7.C for delivery of the Title Commitment, Title Documents and/or Survey until SeUer delivers the same. 8. CODde.....doD. H after the Effective Date and prior to Closing all or a substantial part of the Property is taken or threatened to be taken by eminent domain or condemnation (other than condemnation proceedings initiated by the City or EDA as necessary for any such Authority to convey title to portions of the Property to Seller as contemplated hereunder), Buyer may elect either (a) to terminate this Agreement, as to some or all of the Property, in which event the Earnest Money sba1I be returned or reduced prorata based on the acreage of the Property deleted from the Agreement and the Agreement as to any portion of the Property deleted, shall be null and void and of no further force or effect, or (b) to consummate Closing as herein provided, in which event Seller shall pay or assign all condemnation awards or payments in respect of the Property to Buyer at Closing. H the Agreement is termi'1ated in full pursuant to this Section, the Earnest Money shall be returned to Buyer and neither Party shall have any 1Urtber rights, duties, obligations or liabilities, at law or in equity, arising out of or relating to this Agreement except for those that specifically survive termination of this Agreement punuant to other sections hereof. 9. Buver'. Conditio.. Preeeden. to Settlement. Buyer's obligation to acquire the Lots shaU be conditioned upon the satisfaction (or Buyer's written waiver thereof) of each of the conditions precedent set forth in this Section 9 (collectively, "Buyer's Conditions Precedent") as of the date of the proposed Closina IS to such Lots. However, notwithstaoding the fact that Buyer may exercise its right to waive each or any of such Buyer's Conditions Precedent for any one or more of ~ Lots, any such waiver shall (i) not be a waiver of such Buyer's Conditions Precedent insofar as any Lots for which Buyer has not consummated Closing arc concerned and (il) not be deemed a release of Seller of any of its obligations to perform development work concerning such Lots, as required hereunder, or any other obligation of Seller hereunder as to which Buyer may require the establishment of a post-Closing escrow to assure such performance. The Buyer's Conditions Precedent are as follows: A. Title. Buyer shall have received, at Buyer's cost, a title policy insuring title to the Property, as required under Section 7 hereof. subject only to the Permitted 11 Exceptions, including such endorsements as shall be reasonably required by Buyer, and otherwise in form and substance acceptable to Buyer. B.. DeveloDment. Seller shall have completed the Improvements in accordance with the Schedule ofDcvclopment, shall have completed Seller's responsibilities under the Development R.esponsibility Checklist attached hereto 88 Eulblt J, sha1I have delivered the Completion Certificate tb.c:lRfor (the form of which is attached 88 Exhibit G), and shall have completed any repairs required by the Inspection Report therefor (the Conn of which is attached 88 Exhibit B). In additiou, Seller sbaII be required to certify the completion of the Improvements and the Development Work to the extent tbat Seller's engineering firm is unable or lDlwilling to do so. Notwithstanding the foregoing to the contrary, Buyer agrees not to delay Closing pending the coiDpletion of items identified on the Inspection Report so long as (i) such items would not, if completion thereof is delayed, prevent or delay the issuance by the City of a building permit or, upon completion, an occupancy permit for the Home to be constructed by Buyer on such Lot and (ii) Seller establishes the "Completion Escrow" contemplated UDder SectlOD 7(d) of the Schedule of Development. C. SeDer Performaac," Seller shall have otherwise performed all material covenants, agreements and obligations and complied with all material conditions required by this Agreement to be pc:rlonned or complied with by SeIler prior to each Closing, and Seller's representations and warranties shall be true and correct in all material respects. D. Montorlum. There shall exist no condition reIatiDg to or materially affecting the Lots or the development and sale thereof (1DC1uding, but DOt limited to, a general moratorium imposed or III1DOUDCCd by any Authority or utility soppHer), that is not within the sole control and responsibility of Buyer, that would result in any Authority restricting, reducing, delaying or dtaying pennits necessary for the development, construction, use or occupancy of the Property as a residflll1tial development or any utility supplier delaying or denying sanitary sewer, water, natural gas, electricity or telephone connections wi1h respect to the Property. E. Reoreseatadonl. Each of Seller's representations and wammties set forth in secUo. 16 sba11 be true as of the date of each Closing and Seller shall so certify in writing at each Closing. F. Other CoDdldoDs. There shall exist no condition relating to the Lots either on- site or off-site (including a moratorium) that is not within the sole control and responsibility of Buyer and which would result in any Authority delaying or denying pcnnits necessary for the constructio~ use or occupancy of the Homes when application is made therefor. G. EDviroDmeatal ConditioDI. Buyer shall have approved the environmental condition of the Property and Buyer shall have in good faith determined that Buyer shall not be potentially exposed to any (i) fcc, expense, cost, obligation or 12 liability in regard to the Property, or (ii) impairment to Buyer's construction operations or marketing efforts with respect to the Homes, by reason of (A) any infonnation set forth, or omitted to be addressed, in any environmental audit on or relating to the Property or in the immediately SUl'l'OUl1di.na geographical area wherein the Property is located, or (B) any oxisting condition on any portion of the Property, which existing condition raises any health or environmental issue with respect to the Property or such geographical area. In addition, at each Closing, Buyer sbalI, in Buyer's good faith determination, be satisfied that the environmental condition of the portion ofPropcrty to be convoyed at such Closing (i) bas not negatively (in Buyer's good faith, reasonable opinion) changed since the em of the Feasibility Period and (ii) meets all applicable standards of the MinfUl$Ota Pollution Control Agency ("MPCA") and/or the Minnesota Department of Health or any other applicable Authority for residential development and UIC. Tho Parties acknowledge that environmental remediation of certain "ContamhUltion" (as defined below) of the Property as identified in Seller's EnvironmNlfsl Reports is required, such remediation is being conducted by the EDA. Buyer shall not terminate this Agreement because of the non- satisfaction of the condition precedent set forth in this Secdoa 9.G. solely because of such identified and pre-existing ConfSllminAtion if the MPCA shall have issued a certificate of completion, partial certificate of completion, andlor other applicable administrative assurances as to the applicable Lots under the MPCA's V olwtary Investigation and Cleanup Program. ("VIC Program") which {i) expressly allows reuse of the applicable portion of the Property for residential purposes (ii) provides for a release of Buyer from any liability fot any such pre- existing Contamination and (ill) is otherwise acceptable to Buyer (including, without limitation, Buyer's environmental engineer) in its reasonable discretion. Notwi~i"g the foregoing to the contrary, Buyer shall not. be required to purchase any Lots hereunder if such Lots are subject to deed restrictions based on the presence of ContAmipaUon on or under such Lots unless Buyer shall approve such deed restriction in writing in its sole, absolute and unlimited discretion. Soller agrees to submit the Property to the VIC Program. to complete or cause completion of aU environmental remediation required by the MPCA and to seck the foregoing certificates of completion or partial certificates of completion diligently and in good faith. For purposes hereof, the term "Contamination" means the uncontaincd presence of any "hazardous waste," "hazardous substance," "hazardous material" or any "oil. petroleum products and their by products." as such terms arc defined by any federal, state, COWlty or local Jaw, ontinancc, regulation or requirement applicable to any portion of the Property (as amended from time to time), at or arising from the Property that may require remediation, removal or cleanup under any applicable law. With respect to the Initial Closing. but only the Initial Closing. the contingency contained in this Secdoa '.G. sbal1 also apply to Lots otherwise to be conveyed in the Second Closing up to a total aggregate of one hundred six (106) Lots. H. Zoamsr. Buyer's obligations to purchase the Property hereunder are expressly conditioned upon the Property being zoned MXD-Mixed Use (Transit Oriented Mixed Use) or a parallel successor category to allow the type, number and size of 13 Homes contemplated in the Site Plan, with no new conditions imposed or changes in zoning after the end of the Feasibility Period unless such conditions or changes are acceptable to Buyer in its sole discmion. L S.bdtvidoD. Seller sball have, at Seller's expense, received all necessary City (or otbea- applicable Authority) approvals of a preliminary plat (the "Preliminary Plat'') of the Property into loti authorized by the City to contain approximately two hundred eighty-five (28S) Homes, as depicted on the Site Plan and a final plat ("Final PJat", and collectively with the Preliminaty Plat the .'Plats") of the Lots being acquired at such Closing consistent with the Prelim~ Plat, in each case subject 0Dly to those stipulatious and CODditions as are acceptable to Buyer in its sole aDd absolute discretion. The applicable Final Plat sball be in recordable form as of the date of each Closing and all applicable Authority approvals of such FiDal Plat shaD have been given. Buyer shall have approved the Plats, which aba11 provide for all eaJl"!Menm that may be 11eCeSS8l'y to provide the Lots with inal'ess and egress to aod from a public roadway and access to all utilities intended to service each of the Lo1B, including, without limitation, any and all stoJm water facilities and drainage ea&emeI1tB associated thea-ewitb. Buyer sball cooperate with Seller in obtaining approval f01' the Plats and shall execute any documents reasoaably requested by Seller in connection therewith. If Buyer detennines at any time that Seller C8DD0t obtain such approvals, tbm Buyer may cancel this Agreement by notice to Seller and Esaow Agcut and have the Earnest Money returned. The Parties acknowledge that final platting of the Property shall occur in phases COlTeSpODding to the Property to be conVC)'M at each Closing. J. DeveloDment A2reement. Buyer shall have received and.. approved the Development Agreement or any other agreement required by the City or any Authority in connection with development of the Property or construction of Ryland Product thereon. . K. AltDroval of Homes. Any Authority and any homeowner's association that have the right to approve the design of the Ryland Product shall have done so in writing. L. ReeotmitiOD bv Lender of Rovers Risrh~ Seller shall have provided to Buyer a written agreement in form acceptable to Buyer in its J:'eaSn'1able discretion, from any lender holding a mortgage or other lien on all or a portion of the Property providing that, should such party succeed to fee ownership of the Property, or a portion thereof; such party shall recognize the rights of Buyer hereunder and, unless and until this Agreement shall be teDnin.ated as provided herein, shall transfec title to each Lot to Buyer as provided hereunder, upon tender of performance by Buyer as required hereunder. So long as any such lender provides, in fonn reasonably acceptable to Buyer, an agreement recognizing Buyer's rights hereunder and agreeing not to disturb the same, Buyer agrees to negotiate in good faith an agreement subordinlltil'l& on teans reasonably acceptable to Buyer, this Purehase Agreement to the lien of any first mortgage encwnbering the Property. 14 M. AIIlnmeat of Develooment A2reemeat. Seller shall have assigned to Buyer, and Buyer sba1l have assumed, pursuant to an agreement in form and substance acceptable to the Parties in their reasonable discretion, certain specific obligations of Seller lDlder the Development Agreement with respect to (and limited to) construction of the Homes on the Lots (the "Assignment and Assumption Agreement'). The Parties shall negotiate the form and terms of such Assignment and Assumption Agreement between the Effective Date and the end of the Feasibility Period. 1)e form of Aui~t and Assunlptinn Agr-n"fl.ftt!9 negotiated sball be used for ~" and ev~ C1nAinl1 conducted punn,smt tQ this A:;;;;t, provided however that each such ~ancl =ation At executed by the Parties at each such Clos. lS1tl'! n lih9se Lots and other DOrtions of the Property which are to be tnm.r~ fr9Bl ieller to ~ at such Closing. N. COIDDletioD Gaarantv. Seller and Buyer shall have agreed on the form of the Completion Guaranty. The Parties shall negotiate the form thereof in good faith between the Effective Date and the end of the Feasibility Period, and the Completion Guaranty so negotiated (as applicable to the Lots then being purchased) shall be deliv=d by Buyer at each and every Closing. o. Cost-S.arlnll A2I"eeDleDt. Seller and Buyer shall have agreed on the terms of a cost-sharing agreement relating to use maintenance, repair BDdIor replacement of private roadways on the perimeter of the Development Property, common landscaping or other amenities benefiting both the Property aDd the Additional Property (the "Cost-Sharing Agreement''). Buyer and Seller sball negotiate the terms of the Cost-Sharing Agreement diligently and in good faith and shall seek to finalize the form thereof prior to the end of the Feasibility Period. P. "hUe ImDrovemeDts. (i) As a condition to Initial Closing occurring. the City (or BOA) shall have accepted bids for and shall have ordered in the construction of Huset Parltway and all other public improvements which benefit the Property and which are to be performed or constructed by the City under the Development Agreement (the "City Public Improvements"). (il) As a condition to each Closing thereafter, the City shall have completed the construction of the City Public Improvements, except for landscaping or other elements that do not limit the use of the Lots to be conveyed at the Closing. Q. Ame.IUes. Seller and Buyer shall have agreed on plans and specifications for the construction by Seller of the tot lot and gazebo reflected on the Site Plan and the mailboxes for each of the Lots. 10. Seller', Conditio... Precedent to Settlement. Seller's obligation to 1ransfcr title to the Lots at each Closing shall be conditioned upon: lS A. AssamotloD of DeveloDmeDt A2reemeat. Buyer having assuined, pursuant to a written agreement in form and substance acceptable to Seller in its reasonable discretion, the obligations of Seller under the Development Agreement with respect to (and limited to) COnstructiOD of the Homes on the Lots being pumhased at such Closing. Seller acknowledges that Buyer shall not assume any such obligations if and to the extent the remedy for breach theceof would require specific performance as to the actual construction of the subject Homes. B. AeaaJsItloD or Title to the Prooertv. Seller sball have acquired fee title to the parcels of real property compiising the Lots to be traDsfcrrcd to Buyer at such Closing from any Fee Owners. C. DeIIverv of. ComDletloD Guaranty aDd ComDletloD Letter of Credit. Buyer sball have (i) executed and delivered to Seller the Completion Guaranty as to the Homes to be constructed on the Lots purchased by Buyer at such Closing, (ii) executed and delivered the applicable Completion Letter of Credit Escrow Agreement, and (ill) delivered to Escrow Agent a Completion Letter of Credit to secure such Completion Guaranty. D. City ADDroval of SeoDe of Work. Within thirty (30) days after the Effective Date, the City shall have approved the scope of Seller's obligations under Exhibits I and J hereto. If this condition is not satisfied by the end of such thirty (30) day period, Seller may terminate this Agreement by written notice to Buyer; provided, however, that such condition shall be deemed satisfied unless Seller shall terminate this Agreement by written notice to Buyer given within ten (10) business days after receipt from Buyer of written request for confirmation of the satis&ction or waiver of such contingency (given after the expiration of such 30- day period). Following the Effective Date, Seller shall seek such approval diligently and in good faith. 11. Rbk of Lon. The Property shall be held at the risk of Seller until Closing thereon. 12. Poaession. At each Closing, Seller shall deliver exclusive possession and occupancy of the Lots being acquinKl at such Closing to Buyer free and clear of any claims of any third parties to possession thereof. At such time of delivery of exclusive possession, Buyer shall be entitled to place model units and related signage on any Lot purchased and may conduct sales and marbting activities from such model units. 13. Default. A. Baver Default. If Buyer is the dcfaulting Party, because of the difficulty in calculating damages, the Parties agree that Seller's sole and exclusive remedy at law or in equity sbal1 be limited to the right to terminate this Agreement and retain the Eamest Money, including any interest accrued thereon, as liquidated damages: provided, however, that if for whatever reason Buyer fails to take available credits against the Purchase Prioe per Home as set forth in SeetloD 3.B. hereo~ Scllcr may only retain as liquidated damages that portion of the Earnest 16 Money which would have been nmaining had Buyer appropriately taken such credits. Other than the specific remedy expressly set forth in this S.bIedioD 13.A., Seller hereby waives any and all right and remedy, at law or in equity, to which Seller may otheJ:Wise have been entitled by reason of Buyer's defimlt, including any right in equity to seek specific perfOl'D18DCe of this Agreement by Buyer' and any right at law to seek damages ftom. Buyer. Upon a default hereunder by Buyer, after required notice and expiration of the applicable cure period, Seller 8ball be entitled to distribution of the Earnest Money on the terms and subject to the conditions set forth in the Escrow Agreement. B. SeDer Default. If Seller is the defaulting Party, Buyer shall be entitled to (i) with or without waiving such default or breach, proceed with the purchase of the Property pursuant to the remaining terms of this Agreement; (nj terminate this Agreement lDdIor (iii) exercise any and all rights and seek any and all remedies which Buyer may hold or to which it may be entitled at law or in equity. In the event of any defiw1t by Seller hereunder, or in the event this Agreement shall otherwise terminate for lC8SOns other than Buyer's default hereunder, the Earnest Money shall immediately be returned to Buyer on the terms and subject to the conditions set forth in the &crow Agreement; provided, however, such rctum shall not limit Buyer's rights and remedies set forth above, including the right to seek damages (not to exceed an aggregate maximum in the same amount as is held as oftbe date of any such default by Sener and/or the Bscrow Agent as Eamest Money hereunder, based on SeUer's de&u1t, mLalW}l&~tation or bRach ofwmanty in addition to seeking specific performance of 1bis Agreement in equity. In addition to the foregoing, in the event that Seller sbaJJ default in the performaoce of any of its development or constroction obligatious hereunder, and if such default shall continue after notice and expiration of the cure period provided in SubsecdoD 13.C. below, Buyer may (but shall have no obligation to) take such steps as it deems necessary to cure such defimlt and sball thereafter be entitled to offset the costs and expenses incurred in connection therewith against any further amounts due and payable to Sener hereunder. Buyer hereby waives any claims for lost profits or other consequential dmn~. c. Care Period. Notwithstanding the provisions of SubseetioDl 13.A. and B. above, no defiwlt by either Party hereto shall result in a termination or limitation of any rights of such Party hereunder unless and until the other Party shall have notified the defaulting Party in writing of said default, and the defaulting Party shall have failed to cure said default within thirty (30) days after the receipt of said written notice. 14. Notlees. Any notice to be given pursuant to this Agreement shall be given in accordance with E:daiblt P. 15. Broken. Each Party represents and W8lT8Ilts to the other that, it has not used the services of any real estate agent, broker or finder with respect to the transactions contemp1ated hereby. Bach Party agrees to indemnify and hold harmless the other against and fiom any inaccuracy in such Party's representation under this Section. This indemnification shall 17 SUlVive the delivery oCthe deed and shall not merge therein. Buyer acknowledges that an affiliate of Seller is a liccmsed real estate broker, but such affitiSlltl! has not participated in this, traDsaction in that capacity. 16. ReDreseatatioas a..d Wa......tles. A. Muma' ReDresentations. To induce each other to enter into this Agreement, each of the Parties hereby represents and wmants to the other, except as provided in Sabseedoa 21.J.. that (i) it has been duly authorized and empowered to enter into this Agreement and to pcrfonn fully its obligations hereunder, (ii) such obligations constitute the valid and binding obliptions of such Party, enforceable in accordance with their terms, and (ill) that no further consents of any other person, entity, public body or com are required in connection with this Agreement and tho performance of all obligations hereunder, except as may 01berwise be expressly set forth in the Development Agreement. B. Seller'. Warnaties and ReDreseatatio.... For purposes of this Agreement, the phrase "Seller's knowledge" shall mean tho actual (but not the constructive) knowledge of Bradley Schafer. To induce Buyer to enter into this Agreement, Seller represents and warrants to Buyer: 1. CondemnadoD, Etc. To the Seller's knowledge, and except as contemplated by the Development Agreement (or as may be initiated in response thereto) there is no pending or threatened: (i) condemnation proceeding or other litigation relating to or otherwise affecting Seller and/or any or all of the Lots, or (ii) except as contemplated by this Agreement, reclassification of any or all of the Property for local zoning purposes, or (iii) reassessment or reclassification of any or all of the Property for state or local real property taxation purposes. 2. VlolatloDs. To the Seller's knowledge there is no pending or threatened notice, suit or judgment from any Authority relating to any violation at the Lots. 3. CoatamtaaUon. Seller has no knowlodge of any environmental reports, tests or audits regarding any portion of the Property other than the Seller's Environmental Reports. 4. Litigation. Except as otherwise expressly described in or contemplated by the Development Agreement, to the Seller's knowledge, there is no litigation, arbitration or proceeding pending. threatened, before any court or administrative agency or any other condition that relates to or affects the Property, Seller's interest therein, Seller's performance hereunder, Buyer's intended use ofthc Property, or which will result in a lien. charge, encumbrance or judgment against any part of or any interest in the Property. 18 s. VtUlda. All utility services necessary for the development of the Property and for CODStructioD and occupancy of the Homes thereon (e.g., water, sewer, electricity, telephone, and, if availablo to tho Property, gas and cable TV are or will at tho time oflbe applicable Closing be available as required by the Schedule of Development, and, to Seller's knowledge, there is no pending or threatened moratorium OD, or other impediment to, immediate sewer aDd water availability which is applicable to any portion of the Property. 6. Accea. On or before the applicable Closing Date, each Lot will front on or will have direct access to a private street or public, platted street. 7. No Breach. The execution and delivery of this Agr=nent by Seller, the execution aDd delivery of every other document and instrument delivered pUIBU8Jlt hereto by or on bcbalf of Seller, and the consummation of the transactions contemplated hereby will not (A) constitute or result in the breach of or demult under any oml or written agreement to which Seller is a party or which atfects the Property; (8) constitute or result in a violation of any on:ter, decree, or iDJuncti.on with respect to which Seller and/or the Property is bound; (C) cause or entitle any party to have a right to accelerate or declare a defiwlt under any oral or written agreement to which Seller is a party or which affects the Property; and/or (D) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Seller or the Property is or may be subject. 8. No .Contracts. Except this Agreement and the Development Agreement, Seller has not entered into any other contracts, agreements or understandi~. verbal or written, for the sale or transfer of any portion of the Property. 9. No Commitments. Except as described in this Agreement and the Development Agreement, Seller has not made and has no knowledge of any commitments to any Authority, school board, church or other religious body, or to any other orpni'7...tiOD, group or individual relating to the Property which would impose any obligations upon Buyer to make any contributions of money or land or to install or maintain any improvements or wbich would interfere with Buyer's ability to use, develop or improve the Property as herein contemplated. 10. DeslgnatioDS/IUstoric Use. To the Seller's knowledge, there is no current or pending desigoatioo of all or any portion of the Property, or of the area or district in which the Property is located, as an historic dis1ri~ si~ building. baulefield, structure, object or other resource on the National Register of Historic Places or any other similar list or survey maintained by any federal. statc; county, municipal or private authority, such that the Property or any portion thereoC is or may become subject to development restrictions oor does Seller have any knowledge that any such designation 19 is contemplated. To the Seller's knowledge, the Property docs not contain any cemeteries or graveyards. 11. Ol'laalzation. Seller is a corporation duly orpni".ed. validly existing and in good &tamil'lg under the laws of the state of Minnesota and has full power and authority to seU the Property. 12. Development Fluaachal. Any financing obtained by Seller and secured by a mortgage or other lien encumbering the Property does and will provide for the unconditional release from the lien of such mortgage of Lots purcbased by Buyer hereunder upon payment of an amount no greater than the Pro Rata Purchase Price for such Lot u provided hereunder. c. S.rvIvaL The representations and wmanUes of the Parties set forth in this SectIon 16 shall survive each Qosing for a period of one (1) year. Seller shall notify Buyer in writing immediately if any representation becomes untrue or misleading in light of information obtained by Sener after the Effective Date. Each Party agrees to reimbUlle and indlllmftify, defend and hold harmless the other aDd their respective successors and _ps, ftom and against all liability, damages (excluding indirect or CODSequcntial damages) and losses whatsoever, including reasonable attorneys' fees, resulting from any breach of warranty or covenant or misrepresentation made by the indemnifying Party herein or in any documcnt, certificate or exhibit given or .delivered in connection herewith. This indemnification is in addition to any remedies set forth in Section 13. D. Notice of Cban2c in Reoresentatlon. Both Parties agree to provide timely written notice to the other Party of any fact, circumstance or condition, which would cause any representation or warranty by the notifying Party to be or become false or misleading in any material respect in light of information obtained by the notifying Party after the Effective Date. 17. Arbitration. The Parties agree that eXcept for equitable remedies, which Buyer may pursue in court, all disputes hereunder shall be settled by binding arbitration conducted by". neutral arbitrator selected by the American Arbitration Association, or other third- party arbitration orpn;'7.a1ion agreed upon by the Parties, at its offices closest to the Property. The arbitration shall be conducted according to the American Arbitration Association Coounereial Arbitration Rules or such other procedures as may be agreed upon by the Parties. The Parties agree to <a> join into the arbitration proceeding hereunder or (b) join any other arbitration proceeiti"g being conducted by, persons or entities related to the dispute that may be necessary to completely resolve the dispute. The atbitration shall determine all rights and obligations under this Agreement and the award of the arbitrator shall be final. bindiDg and enforceable in the absence of ftaud. The arbitrator shall have the authority, power and right to award damages and provide for other remedies as arc available at law or in equity in accordance with the laws of such State, except that the arbitrator shall have no authority to award incidental or punitive damages under any circumstances (whether they be exemplary damages, treble damages 20 or any other penalty or punitive type of damages) regardless of whether such damages may be available under the laws of such State. The Parties hereby waive their right, if any, to recover consequential or punitive damages in connection with any BIbitrated dispute or controversy. Nothing in this SeeUOD 17 shall limit or restrict either of the Parties ftom --'"1\1 statutory cancellation of this Agreement under Minnesota Statutes, Section SS9.21 in tho event of default hereunder by the other Party which is not eurcd within tho applicable cure period. 18. Delav. A. In the event that all Buyer's Conditions Precedent to any Closing bave not been satisfied or waived in writing by Buyer on or before the Outside Date (m d1e case of the Initial Closing) or the scheduled Closing Date (for any subsequent Closing), then either Party may extend tho Outside Date or Closing Date, as the case may be, and delay each subsequent Closing Date for one extension period of ODe hundred twenty (120) days (an "Extension Period") by written notice to the other Party. If neither party bas provided such notice however within ten (10) days, then Buyer may thereafter terminate this Agreement by written notice to Seller. B. Both prior to tho Outside Date and during any Extension Period, both Buyer and SeDer agree to exercise good faith efforts to satisfy any Buyer's Conditions Precedent to the extent satist3ction thereof is within the reasonable control of Seller. C. It: after any Extension Period provided in SeetioD 18.A above, any Buyer's Condition Precedent or Sener's Condition Precedent remains unsatisfied, either Party may, by written notice to the other Party, specifying the then unsatisfied condition precedent, terminate this Agreement as to all remAini.,g Lots or as to any affected Lot; provided, however, in the event that Seller shall deliver to Buyer written notice of termination as set forth above in this Subsection 18.C. (a "Seller's Termination Notice"), this Agreement shall remain in full force and effect if Buyer shall provide to Seller within ten (10) days after receipt of Seller's Term.ination Notice written waiver of any Buyer's Conditions Precedent not theretofore satisfied or waived in writing. in which event the Parties shall proceed to Closing as to the applicable Lots within fifteen (IS) days thereafter. D. In the event this Agreement is terminated pursuant to this Section and/or Section 13.B.t all Eamest Money shall be returned to Buyer and neither Party shall thereafter have any liability to the other hereunder other than those liabilities and obligations which by tho express terms of this Agreement are intended to survive such termination. B. Nothing in this SedloD 18 is intended, nor shall be construed, to limit or impair in any way whatsoever Buyer's entitlement to avail itself of Section 13, in the event the satisfaction of any Buyer's Condition Precedent is within the control of Seller, 21 and Seller has failed to utilize its commercially reasonable best efforts to cause the same to be satisfied. 19. Defeetive Lot. Following any Closing in the event that Buyer, through no fault of Buyer, <a> C8DDOt secure all Jequired permits for constmction of the Homcs proposed by Buyer upon any Lot which was the subject of such Closing because of the soil condition or other condition of Cbc Lot not caused by any act or nogligeoco of Buyer or which is not Buyer's express respoDSlDility hereunder, (b) discovers fill materials, peat or othc% soil CODditions unsuitable to support standard footings fur such structures OJ: (c) discovers any Contaminflfioo on or UDder sUch Lot, then such Lot shall be deemed a "Defective Lot" aDd, if the detective cm1ttition remains UDC1I1'ed tOr a period of thirty (30) da)'l after the date of such notice, BU)'a' shall have the right to reconvey such Lot to Seller. The purchase price to be paid by Seller to Buya' for any such Defective Lot shall be the Purchase Price paid for such Lot by Buyer, plus anyexcavatiowCODStruction costs theretofore incurred by Buya- in connection with such lot through the date of discovery, plus any and all recording costs and settIement costB paid by Buyer. In the event a reconveyanco to Seller of a Defective Lot occurs hemmdc:r, then Seller shall bear the entire cost of my (a> m:ording fee and lien certificate aud (b) state, county or other MCOrdation tax, documeo.tary stamp tax or other transfer tax iJJcum,d in ~ the deed to any such Defective Lot Additionally, the provisions of SeetIoD , shall similarly apply to such reconveyance transaction, but the words "Buyer" and "Seller," respectively, as the SIIIIlC appearthcrein, shall read "Seller" and "Buyer," respectively. This SectioD 20 shall survive each Closing. 20. GeDeraL A. EDtire A2I'eemeDt. This Agreement constitutes the final and entire agreement between the Partics and they shall not be bound by any terms, covenants, conditio~ representations or warranties not expressly contained herein. This Agreement may not be amended except by written instrument executed by both Partics. B. Partial IDvaliditv. If anyone or mon: of the provisions COQtained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement sba1l be construed as if such invalid, illegal or unenforceable provision had never been contained herein. C. Time of tbe Euenee. Time is of the essence of this Agreement and the performance of the terms and conditions hereof. D. Saeeesson aDd ,b.dos. This Agreement sbaIl be binding upon and shall inure to the benefit of the Parties and their respective legal representatives, successors and assigns. Seller shall not assign this Agreement or its rights hereunder to any person, other than an entity at least 51% of the ownership in wbich is owned by Seller or the principals of Seller (an <<Affiliated Entity"). In the event of any such assignment, Seller sball remain liable for the perfonnance of Seller's obligations 22 hereunder. Seller aha1l give timely written notice to Buyer of any such assignment to an Affiliated Entity. E. CouDterDarts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. F. Headlnn. The ~qgs of tho Sections, subsections, paragraphs and subparagraphs hereof arc provided for convenience of reference only, and shall not be coDSidered in construing their contents. G. EIhibits. Each writing or plat or plan referred to h<<ein as being attached hereto as an exhibit or otherwise designated herein as an exhibit is incorporated heroin by reference and made a part hereof: The following exhibits arc attached hereto: Exhibit A ExhIbit B EDibit C EDlblt D Ed...lt E Edalblt F EdalbltG Exldblt B . Eulbit I Exhibit I EDlblt K EDalbit L Exhibit M Eddblt N Exhibit 0 Eddbit P Exhibit Q Eddblt R Exhibit S Legal Description ofPropcrty Site Plan Closing Documents Form of Letter of Credit Form ofEamest Money Escrow Agreement Notices Completion Certificate Inspection Report Schedule of Development Development RespoDSlDility Checklist Grading Plan Se11cr's Landscape Plan Ust of Seller's Environmental Reports Takcdown Schedule Description of Additional Property Intentionally Omitted Form of Completion Letter of Credit Description of Underlying Purchase Agreements Form of Completion Letter of Credit Escrow Agreement H. TIme Periods. Any and all references in this Agreement to time periods which are specified by reference to a certain number of days refer to calendar days. unless "business days" is otherwise expressly provided. Therefore, if (i) the last date by which a Closing is permitted to occur hereunder, or (ii) any date by which a Party is required to provide the other Party with notice hereunder, occurs on a Saturday or a Sunday or a banking holiday in the jurisdiction where the Property is located, then and in any of such events, such applicable dates shall be deemed to occur, for all purposes of this Agreement, on that calendar day which is the next, succeeding day, which is not a Saturday, Sunday or banldng holiday. 23 I. No Pal1DerslliDs. Nothing in this Agreement sball be deemed in any way to create between the Parties any :relationship of partnership, joint venture or association, and the Parties disclaim the existence thereof: 1. Baver', Coroorate Policv. Seller hereby acknowledges to and confirms with Buyer that Seller has been apprised of the corporate policy of Buyer to the effect that all contracts entered into by Buyer in regard to the purchase or development of land are not valid unless signed by Kipling W. Scott, Executive Vice President of Buyer. K. Waivers. No Party shall be deemed to have waived the exercise of any right which it holds hereunder unless such waiver is made expressly and in writiDa (and no delay or omission by any Party hereto in exercising any such right shall be deemed a waiver of its future exereise). No such waiver made as to any instance involving the exercise of any such right shall be deemed a waiver as to any other such iDstance, or any other such right. L. Choice of Law. 'Ibis Agreement shall be giVeD effect and construed by application of the law oftbe State of Minnesota. M. Memo....dam of Parehue A2reemeat. Buyer shall have the right to place of record against the Property a memorandum confirming its interest in the Property under this Purchase Agreement, and Seller sbaIl cooperate with Buyer in executing any such document reasonably requested by Buyer. N. Attornevs' rees. In the event any legal action or arbitration proceeding between the Parties regarding this Agreement or the Property (an "Action"), the prevailing Party shall be entitled to payment by the non-prevailing Party of its reasonable attorneys' fees and litigation or arbitration expenses as determined in the course of the proceeding. o. CODstractiOD. Seller and Buyer agree that this Agreement has been thoroughly negotiated in good faith and that, if any ambiguity sba11 arise hereunder, there shall be no presumption that either Party drafted this Agreement or shall have such ambiguity resolved against either Party by virtue of its role in drafting or preparing this Agreement. P. ABcln." CoveDIDt. Seller shall use its good faith, reasonable efforts to cooperate with Buyer in Buyer's efforts to comply with the requirements ofF ASB Interpretation #46 provided that, in so cooperating, Seller shall incur no material amount of expense. Buyer shall request from Seller only the minimum information required to comply with F ASB InteIprctation #46. Buyer agrees to hold all Seller information regarding Buyer's compliance with F ASB Interpretation #46 in strict confidence. Such obligation shall survive Closing. 21. DeveloDmeDt of the Additional Prouertv. Buyer understands and acknowledges that SeUer in~s to develop, or cause others to develop, the Additional Property for, among other uses, resideDtial uses. Nevertheless. as an inducement to Buyer to purchase the 24 Property, Seller hereby agrees that prior to the completion of ninety five percent (95%) of the Ryland. Product Seller sball not cause or. allow construction on the Additional Property of any townhouse or condominium dwelling Wlits which are substantially similar in size, price and quality to the Ryland Product being coDStructed on the Property. NotwithstsaMI"1 the foregoing. toWDhouse or condominium units which are otherwise substantially similar in size, price and quality to the Ryland Product but which are part of a multi-uDit building contaiDing tbrcc (3) or more stories at least one story of which consists of residential Oats sbal1 not be regarded as substantially 'similar to the Ryland Product. In the event Seller or any successor as owner and/or developer of any portion of the Property contemplates any residential development of the Additional Property, Seller shall provide written notice thereof to Buyer, including a detailed description of the proposed residential structures to be constructed thereon (a "Seller Development Notice"). In the event that Buyer determines that such proposed residential structures will violate this SectIoa 12, Buym' sbaJ1 provide to Seller written notice within fifteen (1 S) days after receipt of the Seller Development Notice whereupon Buyer and Seller shall negotiate in good faith for a period of thirty (30) days to resolve such dispute. If, however, iuch dispute is not resolved within such 30-day period, such dispute shall be resolved through arbitration in accordance with the provisions of SeetlOD 17 bc:reof. Seller shall execute a memorandum of the foregoing restriction (the "Restriction Memorandum") in form reasonably requested by Buyer, for recordiDg against the Additional Property. Upon recordation of the Restriction Mcm.oJ'Rtlltnm, Buyer sball execute and deliver to the Escrow Agent memoranda which shall release the foregoing restriction in foIDlS reasonably requested by Seller for recording against the Additional Property (and/or each lot subsequently created therefrom) (collectively the "Release Memoranda"). Contemporaneously with the delivery of the Release Memoranda, Buyer shall deliver Buyer's irrevocable ins1ructiODS to the Escrow Agent, in trust, to record the Release Memoranda against the Additional Property (and/or each lot subsequently created therefrom) upon the cadier of (i) the issuance by the City of a certificate of occupancy on such lot for dwelling units thereon which are not substantially similar to the Ryland Product being constructed on the Property and/or (ii) the sale of all Homes constructed or to be constructed by Buyer on the Property (the "Release Instructions"). The Parties agree that this Sectioa 21 shall survive Closing and be explicitly imposed upon any Subdcveloper of the Additional Property. Notwithstanding anything contained in this Agreement to the contrary, (a) the Restriction Memorandum sball not be binding on any lending institution acquiring any portion of the Additional Property through foreclosure or bona fide deed in lieu of foreclosure, and (b) if this Agreement is terminAt;cd based on a default hereunder by Buyer, then the provisions of this Section shall be null and void. 22. RBrht of Flnt Nesr:OtlatfOD. In the event that Seller determines that any portion of the Additional Property is suitable for development of residential structures similar in size, price and quality to the Ryland Product being constructed on the Property, Seller aball, prior to entering into any agreement for the sale of any such portion of the Additional Property to a third party, give to Buyer written notice of the availability of such portion of the Additional Property (an "Availability Notice"). In the event that Buyer shall provide to Seller, within fifteen (IS) days after receipt ofthc Availability Notice. written notice that Buyer is interested in acquiring the available portion of the Additional. 25 Property. Seller agrees to negotiate exclusively. diligently and in good faith with Buyer for a period of thirty (30) days thereafter for the sale of such portion of the Additional Propst)' to Buyer. In the event that, despite the diligent and good faith efforts of Buyer to Seller DO agreement has been reached with Buyer for the terms on which Seller shall convey the available portion of the Additional Property to Buyer. Seller sba1l be free to :market the same, and enter into agreements for the sale of the same, to third parties without fbrther obligation to Buyer as to such available portion of the Additional Property. Buyer.s rights of first negotiation with respect to the balance of the Additional Property shall, however, continue in full force and affect in accordance with the terms of this SedlOD 22. . 23. UaderlvIDt! Purchase At!reeDleDtI. A Seller shall perform in a timely manner all of its eluties, obligations and covenants under the Underlying Purchase Agreements. B. Seller shall provide to Bu~ copies of any surveys, environmental reports, soil ICpOrts or title insurance commitm.eDts, or other similar reports or documents relating to the Property which are in Seller's possession or are provided to Seller by any of the Fee Owners, with any comments or objections thereto provided by Seller to such Fee Owners. C. Sener will not. without the prior written consent of Buyer, (i) consent to or waive any default by any of the Fee Owners under the Underlying Purchase Agreement or any Wlure by any of the Fee Owners to perform such Fee Owner's obligations under the respective Underlying Purchase Agreement. (rl) enter into any amendment. waiver. termination or rescission of any of the Underlying Purchase Agreements or any material provisions thereof that would prevent. limit. restrict or inhibit Seller in any material respect from performing Seller's obligations under this Agreement or which would be binding upon Buyer following any Closing hereunder. D. Seller agrees to promptly (aDd in any event prior to the expiration of any applicable cure period) notify Buyer in writing of Seller's receipt of any notice of defiwlt or the notice of any happening of an event or the existence of any condition which, with the giving of notice of the passage of time, or both, would constitute a default under the Underlying Purchase Agreements. E. Seller agrees to promptly provide Buyer (and Buyer's legal counsel) at the addresses set forth on EDibit F hereto, copies of any notices sent or received by Seller under any oftbe Underlying Purchase Agreements. 24. Perform.nee Uader DevelQDDlent A2reement.. Seller shall perform all of its eluties and obligations under the Development Agreement in a timely manner, and shall not be or become in default thereunder. Seller shall provide to Buyer, within ten (10) days after receipt thereof, copies of any notices given to Seller by either the City or the EDA under the terms of the Development Agreement In the event that City or the BDA defaults in 26 its obligations in the Development Agreement to construct and complete the City Public Improvements as and when contemplated under the Development Agreement, SeUer agrees to exClCise, diligently and in good faith, all remedies available to it under the Development Agreement to cause construction thereof to be completed. If construction thereof has not been completed with six (6) months after notice from Buyer to SeUer of such default by the BDA and/or the City, Seller further agrees, upon written request from Buyer, to make a non-exclusive assignment to Buyer of Seller's rights and remedies UDder the Development Agreement with respect to the failure to complete such coDStluction. 25. Afl'ordllbDitv CoveIlant. Buyer agrees that at least ten percent (Ioo,,) of the Homes constructocl on the Property sball be offered for sale to the public with a base price (i.e., a price which includes only those improvements necessary for the purchaser of such Home to obtain an occupancy pcmlit for such Home under applicable City ordinances and which excludes, without limitation, all added options and upgrades) equal to or less than 110% of 1he then current "maximum affordable price under Met Council guidelines in effect in the year of sale," as determined in accordance with Section 4.5 of the . Development Agreement (the "Affordability Covenant"). Notwithstanding the foregoing to the coo.trary, to the extent that the Affordability Coveoant has been fully satisfied with respect to the Development Property, Buyer shall thereafter be released from its obligation to construct affordable units on the Property. The provisions of this Seetloa 25 shall survive each Closing. 26. ComuletloD Guarantv. A. ConlPletion Letter of Credit. Buyer will provide a Completion Letter of Credit guaranteeing the completion of homes on lOOOA ofthc number of Lots acquired in any Closing contemplated in this Agreement (each such take-down a "Subdcveloper Parcel''). For example, if Buyer acquires 70 Lots in the initial Closin& Buyer will provide a Completion Letter of Credit for 51.4 Million. B. ADoroval ofSubdcvelQl)el Parcels bv Authority. As a condition precedent to Buyer's obligations under this ~ Seller sbal1, as part of the approval of Buyer as an assignee under the Redevelopment Agreement and this Agreement, obtain the approval of the Authority of (i) the four contemplated takc-downs of lAta as separate Subdcvelopcr Parcels, as provided under Section 9.2(b) of the Redevelopment Agreement, for purposes ofmecting the Completion of Construction requirement under Section 4.3 of the Redevelopment Agreement and (ii) a minimwn time for each such Subdeveloper Parcel for compliance with the 8oo;:, completion obligation under such Section 4.3 of the Redevelopment Agreement ofnot less than three years from time of Closing and conveyance of the Lots in the applicable Subdeveloper Parcel. such time for completion to be approved as provided in Section 4.3 (c) of the Redevelopment Agreement. C. Release of Completion Letter of Credit Each Completion Letter of Credit would be released or reduced, as applicable. once Buyer has satisfied any of the following conditions: 27 1. Upon completion of8oolO of the Homes on Lots in a Subdevelopcr Parcel, i.e., if the Subdeveloper Parcel has 70 lots, upon completion of 56 Homes, the Completion Letter of Credit for that Subdeveloper Parcel will be reduced by 8oo/.; 2. Upon completion of SO or more additional Homes in the aggregate in any one or several Subdeveloper Parce1(s), each ofwbich has met the 80010 C?Ompletion requirement, the Completion Letter of Credit will be reduced by the nmnber of Homes completed times $20,000; 3. Upon the issuance of the Refinancing Note based on the tax increment from any Lot, the Completion Letter of Credit for such Lot shall be released; or 4. In the event the Available Tax Increm~ as defined in the Redevelopment Agreement, based on actual Anoka County Assessor's market value for the Homes on Lots completed, exceeds the amount projected. and \1tiH7.ed in the sizing of the Initial Notes issued applicable to the mticipatcd constnJction on such Lots, the Completion Letter of Credit for the Subdevc10per Parcel in which the Lot is located shall be reduced by an amount that reflects such excess incremental value. For purposes oftbis section a Home shall be deemed completed either upon the iJsuaDcc by the City of a certificate of OCCUPancy or upon Buyer providing a certificate of an architect, registered in the State of Minnesota, certifying that the Home is substantially complete and ready for occupancy. In addition, any Completion Letters of Credit, if not previously released, shall be released once Buyer has completed Homes on 100% oCthe aggregate Lots purchased by Buyer hereunder or upon the payment in full of the Initial Notes. D. CoUateral PI~e of ColllPletion Letter of Credit. Buyer hereby consents to the assigament for collateral purposes ofthc Completion Letter of Credit from Seller to any penon providing financing or acquiring the Initial Notes, as defined in the Redevelopment Agreement, provided, in no event shall the party receiving the collateral pledge have any rights other than those of Seller hereunder. Seller shall notify Buyer of any such pledge and shall provide Buyer with a copy of the applicable pledge agreement. E.' Claims against the Letter of Credit. Extension Interest Costs. If financing secured by or provided by a holder of the Initial Notes becomes due at a time following the initial tbree-year term of such financing when Buyer has not yet completed all of the Homes in a Subdeveloper Parcel, Buyer shall, upon written request from Sellea-, agree to extend the Completion Letter of Credit on any such uncompleted Home for an additional term (on an annual basis, up to a maximum of three additional years), as specified by SeDer. In addition, Buyer shall also pay an annual amo\Dlt to Seller equal to the then applicable interest rates for the loan or funding of the Initial Notes times $20,000 tinies the number of Lots on which Buyer bad failed to complete Homes. The purpose of this provision is to offset 28 the interest costs of carrying the Initial Notes beyond the anticipated initial tenn oft:bree yem, required due to non-complotion of Homes. IfSell<< receives oftiwtiw,g tax increment payments that reduce this cost, it shall reduce the paymeot obligation of Buyer under this Subsection. Payment oftbe interest amount hereunder shall be made monthly, not later than the S* day oCthe month. Any necessary roconciliation related to offsetting tax increment received by Seller, under this Subsection, sball be paid not later than MJRh 1 of the succeeding year. F. Claim Aaainm: Letter of Credit ComoIetion Default Seller agrees it will not have a claim against and will not draw against a Completion Letter oCCredit, except upon the occurrence of one of the following events: 1. Buyer fails to provide a renewal or replacement Completion Letter of Credit not less than IS days prior to the expiration of an outsbllvling Completion Letter of Credit; or 2. Buyer fails to complete construction of Homes on a Subdevelopel' Parcel in compliance with this Agreement, the Authority fails or refuses to agree to an extension of tile applicable completion default date undec Section 4.3 (0) of the Redevelopment Agreement, and the Authority commences action to withhold Available Tax Increment attributable to the defaulting Subdeve10per Parcel under Section 9.2 of the Redevelopment Agreement. Both putiea agree to use their best efforts to obtain from the Authority any exteDsions needed in the completion obligation WIder the Redevelopment Contract to avoid a default in the completion obligations and a need to draw upon the Completion Letter of Credit. G. R8finsmclnlJ Notes. Buyer and Seller agree to cooperate with one another and use their best efforts to allow issuance of the Refinancing Notes, as defined and contemplated in the Redevelopment Agreement, as promptly as possl'ble in connection with the completion of the Homes. If the Refinancing Notes are issued based upon completion of a number of Homes less than the minimum number the Authority under the redevelopment Agrecmon.t approves as efficient (ounentlyanticipated to be SO completed Homes)(each a "Small Issue"), then any additional issuance costs for the Refinance Notes of the Small Issue, not approved to be paid by the Authority from the proceeds of such Refinance Notes sball be paid by Buyer; provided however that (i) except in case of default, any suoh Small Iasue shall be made only at Buyer's request or with Buyer's prior consent and (ii) such additional issuance costs of the Refinance Notes of the Small Issue shall not exceed S% of the amount thereof without Buyer's prior written consent. H. Tax Increment Reimbursement to Buyer. In the event the Completion Letter of Credit is drawn against hereunder, and thereafter tax increment payments on the Initial Notes are made, Seller or any successor holder or pledgee of the Initial Notes shall agree that Buyer shall be reimbursed by the amount of tax increment payments made, if and to the extent Seller or such other Initial Note Holder 29 receives from the Authority any tax increment payments in excess of the amounts necessary to payoff outstanding amounts of the Initial Notes. I. Survival. The terms of this Section shall survive all Closings. Delivery of the Completion Letter of Credit and the obligations of the Buyer and Seller under this Section shall be subject to documentation in the Completion Guaranty to be delivered in connection with the applicable Closing. 27. Exhibits Each of the exhibits attached to this Agreement is incorporated herein by reference. Any exhibit not available at the time this Agreement is executed shall be agreed upon, initialed and attached by the parties as soon after execution as it is practicable, but failure to attach any exhibit shall not affect the validity of this Agreement unless the parties are in material disagreement as to the contents of such exhibit. IN WITNESS WHEREOF, the parties hereto have executed under seal this Agreement as of the Effective Date. SELLER: HUSET PARK DEVELOPMENT co~~esota corporation By: I Its: 30 IN WITNESS WHEREOF, the parties hereto have executed under seal this Agreement as of the Effective Date. SELLER: HUSET PARK DEVELOPMENT CORPORATION, a Minnesota corporation By: Its: BUYER: THE RYLAND GROUP, INC., a Maryland corporation /' By: ~ fJ Kipfing W. tt, Executive Vice President And: (j...1.. ___ Wayne J. Soojian, Operational Vice President . . ~ [Signature page for Agreement of Purchase and Sale/Columbia Heights) 2164954vS AGREEMENT OF SALE by ud betweeD BUSET PARK DEVELOPMENT CORPORATION, as SeDer ad THE RYLAND GROUP, INC"t as Bayer EXHIBIT A lLe2a1 DeserIDtIon of Prooertvl A-I AGREEMENT OF SALE by and between HUSET PARK DEVELOPMENT CORPORATION, as SeDer ..d THE RYLAND GROUP, INC., as Buyer EXHIBIT A lLenI DeseriDdoD of Prooertv) PARCEL 2 3801 Sib Street NE - Ray E. Ells All of Lots 29, 30, 31 and all of Lot 28, except the East 13 feet of said Lot 28, in Block 83, and the vacated 14 foot alley North and adjacent to said above described property, aU in Columbia Heights Annex to ~n~1is, Anoka County, Minnesota. Also that part of Block "F" of Columbia Heights Annex to h4'inn~1ia, Anoka Cowlty, Minnesota, described as follows: Beginning at the Southwest comer of said Block "F'; thence East along the North line of alley a distance of I S2.S feet; thence North on a line running parallel with the Bast line of Sth Street Northeast to its intersection with the Southeasterly line of 39th Avenue Northeast as opened; thence Southwesterly along said Southeasterly street line to its intersection with the Bast line of Sth Street Northeast, thence South along said East street line to the point ofbegjnning. AND The north half of that part of the vacated alley as dedicated in the plat of "Columbia Heights Annex to Minneapolis, AnOD County, Minnesota", lying easterly of the northerly extension across it of the west line of the cast 13 feet of Lot 28, Block 83, said plat of "Columbia Heights Annex to ~n~lis, Anoka County, Minnesota", and lying westmly of a line drawn parallel with and distant 152.S feet east of the east line of Fifth Street, NE, said parallel line is also being the west line of Tract A. Registered Land Survey No. IS9. (Torrens Property, Certificate No. 76382) Tract A, Registered Land Survey No. 1 S9 (Torrens Property, Certificate No. 79188) PARCEL 3 3800 S" Street, u..c, a Minnesota limited liability company A-I AU of Lots 7 and. 8, Rearrangement of Block E, Columbia Heights Ann~ Anoka County, Minnesota. That part of Lots 5, 6 and 9, said Rearrangement of Block E, Columbia Heights Annex, lying Easterly of the East line ofUnivmity Avenue NE, except that part th<<eoflying Northerly md Westerly of the following described line: Commencing at the Northeast comer of said Lot 5, in said Rearrangement of Block E, Columbia Heights Annex; thence South 30 degrees 19 minutes 23 seconds Bast on an assumed bearing along the Easterly line of Lots 1 through 8 in said Rcmangeme.ot of Block E, a distance of32.33 feet to a Y.a" iDsidc diameter iron pipe monument capped RL.S. 10832, the actual point of beg;nning; thence South. 69 degrees 45 minutes 19 seconds West a distance of 107.77 feet to a %" inside diameter iron pipe monument capped R.L.S. 10832; thence South 5 I degrees 48 minutes 07 seconds West a distance of 11S.26 feet to a Y.a" inside diameter iron pipe monument capped LL.S. 10832, tbcnce South 1 degree. 03 minutes 07 seconds East a distance of 54.97 feet to a~" inside m.~ iron pipe monument capped R.L.S. 10832, thence South 89 degrees 41 minlrteA 39 seconds West a distanCe of 134.51 feet, m~ or less, to a point on the Easterly line of University Avenue NE distant 734.92 feet Southerly from the intersection of said Easterly line of said University Avenue NE and the Northarly line of Lot 1 in said Rearrangement of Block E, Columbia Heights Annex, and there terminmng. EXCEPT That part of Lot 5, described as follows: Commencing at the Northeast comer of said Lot 5, thence South 30 degrees 19 minutes 23 seconds Bast on an assumed bearing along the Easterly line of said Lot 5 a distance of 332.33 feet to a ~" inside diameter iron pipe monument capped R.L.S. 10832, to the actual point of beginning. thence South 89 degrees 45 minutes 19 seconds West a distance of 107.77 feet to a W' inside diameter iron pipe monument capped R.L.S. 10832; thence South 51 degrees 48 minutes 07 seconds West a distance of 27.64 feet; thence North 89 degrees 10 minutes 53 seconds Bast a diltance of 138.61 feet to the Easterly line of said Lot s; thence North 30 degrees 19 minutes 23 seconds West along said Easterly line of said Lot S a distance of 18.04 feet to the point ofbegimrlng and thero tenninating. Lots 41 and 42, Block 70, Columbia Heights Annex to Minneapolis, except those portions thereof taken for street or highway purposes. Lots 43-54, inclusive, Block 70, said Columbia Heights Annex to Minneapolis. That part of Block E, Columbia Heights Annex to Minneapolis, Anoka County, Minnesota, descn"bed as follows: Beginning at the Southeast comer of Block E; theDCC North along the West line of Fifth Street NE, 171.6 feet; thCllCC Northwesterly along the Southwesterly line of Lookout Placet 182 fect; thence Southwesterly to a point in the Northeasterly line of alley and in the Northwesterly radial boundary line of the above dcscnDcd part of said Block 70, said radial boundary line being produced to the Northeasterly line of said alley; thence along said Northeasterly line of alley A-2 Southeasterly to the North line of Thirty-Eighth Avenue NE; thence Bast along the North line of Thirty-Eighth Avenue to the point ofbcgimring. Vacated Edgemoar Place lying Easterly of the Easterly line of University Avenue NE and Northerly oftbe North line of3Sth Avenue NE. The vacated alley lying Easterly of and adjacent to Block 70, Columbia Heights Annex to MiDneapo~ and bounded on the West by the Bastedy line of University Avenue NE and bounded on the South by the Northerly line of 38th Avenue NE. Lots 7 through 12, inclusive, Block 69, Columbia Heights Annex to Minneapolis; the vacated alley. in Block 69, Columbia Heights .Annex to Minneapolis, lying Southerly of the Westerly exteosion of the South line of the Northerly 12.5 feet of Lot 11 in said Block 69; and vacated Lookout Place lyins Southerly of the Westerly extension of the South line ofthc Northerly 12~S feet of Lot 11 in said Block 69. That part of Block 98, Columbia Heights Annex to Minneapolis, lying Easterly of the East line of University Avenue NE. (Abstract Property) Lots 13, 14, IS, 16, Block 69, Columbia Heights Annex to Minneapolis, and that part of Lot 17, Block 69, Columbia Heights Annex to Min~1is, lying Southerly of the Westerly extension of the North line of the South half of Lot lOin said Block 69. (Torrens Property, Certificate No. 87560) Lots 9 through 20, inclusive, Block 2, First Subdivision of Block F, Cobnnbia Heights, Minnesota, Anoka County, Minnesota. Lot 12, Block 1, First Subdivision of Block F, Columbia Heights, Minneso~ Anoka County, Minnesota. The West half of that vacated alley lying Easterly of Lots 18, 19 and 20 in said Block 2, First Subdivision of Block F, Columbia Heights, Minnesota. That vacated alley lying between Lots 9, 10 and lIon the East and Lots 12 through 17, inclusive, on the West, in said Block 2, First Subdivision of Block F, Columbia Heights, Minnesota. That vacated street lying between Lot 12, Block 1, on the East and Lots 9, 10 and 11, Block 2, on the West, all in said First Subdivision of Block F, Columbia Heights, Minnesota. A tract of land bounded on the North by the Southerly line of First Subdivision of Block F, Columbia Heights, Minnesota, bounded on the West by the West line of Block 2 in said First Subdivision of Block F, Columbia Heights, Minnesota, produced Southerly; bowtded on the East A-3 by the Bast line ofBtock 1 in said First Subdivision of Block F, Columbia Heights, Minnesota, produced Southerly, and bounded on the South by a line parallel with and 10 feet distant Northwesterly (measured at right angles) from the center line of the main tract of the ~in~polis, Sl Paul and Sault Ste. Marie Railroad Company's so called Columbia Heights Spur. (.Abstract Property) BUCKLES PARCEL The land referred to in this Commitment is situated in the State of Minnesota, County of Anoka, and descn"bed as follows: Lots One (1) and Two (2), together with that portion of the North oneIbalf (N ~) of 38% Avenue North Bast abuttins said lots, heretofore vacated, Block Tbrcc (3), all in 2- Subdivision of Block F, Columbia Heights ADnex according to the plat thereof on file and of record in the office ofthc Register ofDcecls in and for said Anoka County, Minnesota. PHARO PARCEL The land referred to in this Commitment is situated in the State of Minnesota, County of Anoks, and described u follows: Lot 27 and the Bast 13 feet of Lot 28, Block 83, Columbia Heights Annex to Minneapolis; and Lots 24, 25 and 26, Block 83, and the vacated alley North and adjacent to said lots, Columbia Heights Annex to Minneapolis, Anoka County, Minnesota. 22913I8Y1 A-4 IIF ~~ ~~ ~~ 1~ ~lU ~~ Sa: , ~ , ~ ~ ~ ~ t ffi Ii: ~ U CI) I..-r =:~ PU:r~=7V I ...~~ I ~ I rlli ,'0111 nJP~' I! ~t .; 'ut .e II!; · · I,' 1!!l!ii L I Hili Id Ii .~ni i III II I i I. ILI~'llfl'HiJII!IUI' 1 '11 . Ii IL 1alll i ,'e 1 i III.H HI,n kill lIB II 1111' lii!lllllj II q imW il J. ,I ~ Ii ,c. ill II a!i': t 11 I' B !i! I 11 II I I I · J" ' aI · ., . I I li::fi I' 11m Ilf' II ' I I I · 1 I. Iii. ill iill'l ili hI . il i J ! I. Ii! lill to 1111115,11. !P':lf IIIII~ il!! if I ~ I liltl', ,1 I' I, II !i!i !!I I .:s UMIII Ji · III t IUIHiU ,I . Ilhl!li'- I .h. !.!I "'- .IOBUII Ui!flh 5i!JHIIIHUII t IIDhl~ kG uli Ii i r IP.iiii ! ~ n I I I La I' it t I ' , , II: ! ~ --=:rj J ~ " --~ It I l I)" d 11111 It i tJ ~ w ~ g -w-- I H'llljtll ~ :l:l ~ 1Il Iii I iii I. II j I) ~ ~ ~ .. ~ ~ Ii, ~ ~ ~ II I'. !plt!~kl'ti!lli ~~ ~; '~\ ~i~~ ; ) IHIIl&llIIJf)Y ~~ :Ii ~e~~ HI Ii ,I '"' Ii m~Hllilli I ii i I ~~ .' ~li~~ 1!111 i. "" 1m "" 1.11ii' · ilUbU ~ ~~ ~ 1!!lli I ',Ililllinduuwu ~ .~ Ililll . . .' ~ . ilil5 ~....d. ;1:1 .'t~ r~nl\' ~I I~I': k 1 I .. I t. I ~ fa 'I !i II! ! II .ill.!. . J' I !Ih~. 11.- \::71 I... -J--.= -.;.1 .....,~7V I ----.-- --- I ~ Ii IIII1 II II .1 II I II III e _ . III It Ill" IIIII1 I .111111 ~ v-- . .11I1I1I1I1.1I1I.1.lll1lhllllllll 0 .. J II I . 1 r I'll......... II...... ~ I iili I ~ . c! \ <>I "iI :----rl' ! 1:t...::."1. c -:-, i +--, J.I:: -~: l~ . .J ~ -+;-iJ n :-~~ ~ -:-.. ! I I, --~ l~ F":: ~ J II :t..::: -4 - j' ~ - --1 ~ 'I . :: - I :k...:... =-j ~.\ - II \'1 11\ 1 11 - I ~fo.. ~~ in~ :t~ ~id \- ~~ III I ~~ --<t- !h I 00: :J.j \ i I \ I \ \ \ \ '- -0 . " .--- I AGREEMENT OF SALE . by and betweeD. BUSET PARK DEVELOPMENT CORPORATION, as SeDu aDd THE RYLAND GROUP, lNe., as Buyer EXHIBIT B (Site Plan) B-1 I 19& ~:!- .....a.. .25: a..Eco :s 8 '\ ~D' D'~: ". ~./ ~ - _ L.. j ..L - CIWCIIl iII1t'.IHCllW ..J ;::::r:;: , ~~ - "'--- ~ J ~ - I-- ---I i it I af I ~~ tF · . . . --rr-n- liT I 1"'-lTT 111 r m If" I I- ur lIf - ~.. l I I. -.- . i i I I .i i I i I I I I I I - I I ....J _ I \\~ A \~ ~~\~'IlK\,( .l~ ~ \~ .-1.. , I- '~~.x ~.~ ~ '~\'~~\'\\'U \ I ~, ......, I 11 \~ \ I n -{';-ri ~\ _~ -IT T .) \\ f, 111~ .;/ ~~~ "" --I ,ITl "" T I~~ ....... ~'>.l~~ I. ,,~":...~~:::- . .. ~ ~~~::::: :: iiI ~= ......... _ =~ 11"""..--, ~ ~~ ~ -- ~ -.:- I-- I- I- . ~~ ~~ ~- ctl~ 1 --= -L-..J L- ~ - I ~ _i _ = I - ,I ~ I; :; = m~~~ ~c:rL- ~~ .. ~iII1t'JHOlW L-- I I I I- ...--l ...... I- ..- ~ I i -r- 5 ;;;;;;; - - - ! - - ~ ~ - lYM~ ilK iI1II/>V .u.8fMl J.YM~- AGREEMENT OF SALE by aDd betweeD BUSET PARK DEVELOPMENT CORPORATION, as SeDer aDd THE RYLAND GROUP, INC., as Buyer EXHIBIT C (Closln2 DoeameDts to be DeUvered to Baver) (a) A certified copy of the resolution of Seller's Board of Directors authorizing and approving this Agreement and the transactiqns contemplated herein and the execution of the Agreement and the closing documents; (b) A limited warranty deed which conveys fee simple title to the Lots being purchased at such Closing, in form acceptable to Buyer (the "Deedji (0) A Foreign Investment in Real Property Tax Act ("FIRPTA'') certification in confonnancc with the requirements ofFJRPT A; (d) All consents which may be required from any third person or entity in connection with the sale ofthc Property; (e) A title affidavit as to those items or facts within Seller's control in fonn typically required by Buyer's title insurance company and sufficient to allow such title company to delete the "standard exceptions" in a title insurance policy; (f) An estoppel letter from the City certifying to Buyer that Seller is not in default under the Development Agreement and has completed all Improvements relating to the Lots then being purchased. (g) The Assignment and Assumption Agreement; (h) The Completion Letter of Credit Escrow Agreement; (i) The Cost-Sharing Agreement; G> Lien releases. affidavits and other documents satisfactory to counsel for Buyer. indemnifying Buyer from aU liability and expense, including attorneys' fees, that Buyer may incur in connection with unfiled mechanics' liens for any work completed or materials furnished at or about the Property prior to Closing; (k) Releases of Lots being purchased from any mortgages, security interests or other liens securing any indebtedness of Seller; and (I) Such other documents or instruments as may be required by other provisions of this Agreement or reasonably required by Buyer to effectuate the Closing. C-l All of the documents and instruments to be delivered by Seller pursuant to this Exhibit sball be in folUl and substance reasonably satisfactory to counsel for Buyer. C-2 " AGREEMENT OF'SALE by aad betweea HUSET PARK DEVELOPMENT CORPORATION, as Seller aDd THE RYLAND GROUP, INC., .. Buyer EXHIBIT D tLetter of Credit) Expiry Date: .20_. .20_, Date: for negotiation at the counters of having an address at Applicant: The Ryland Group, Inc. 24025 Park Sorrento Suite 400 Calabasas, CA 91302 Beneficiary: (the "Escrow Agent'') Dear Sirs: in the amount of .00), which is . having an . bearing the "Drawn under documentary credit No. of Bank" accompanied by the original of this Letter of Credit and the signed statement addressed to us in the form attached hereto as Attachment A and incoIpOratcd herein by this reference. We hereby issue in your favor this standby letter of credi~ and No/1OO U.S. Dollars ($ available by negotiation of your draft at sight drawn on address at clause: 0-1 Notwitbitanding anything set forth herein to the contrary. this Letter of Credit shall remain in force unti11he "Expiry Date" specified above. This Letter of Credit sets forth in full the terms of our undertaking to you. Such undertaking shall not in any way be modified, amended or ampHtied by reference to any document or instrument referred or related to herein and any such reference shall not be deemed to incorporate herein by reference any such document or instnDnent. The original of this Letter of Credit must be presented to us with any drawings hereunder for our endorsement of any payments effected by us. If cancellation of this Letter of Credit is required before the expiry date stated herein as extended from time to time, the original of this Letter of Credit must be returned to us accompauied by the Seller's letter requesting cancellation. Except as expIeSSly provided herein, this Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500. . Very truly yours, [AUTHORIZED SIGNATIJRE ON BEHALF OF ISSUER] 0-2 AITACHMENT A TO FORM OF LETI'ER OF CREDIT Attached to and made a part of Irrevocable Letter of Credit No. . dated .200S issued by flSSUBRl to ("Seller") as Beneficiary for the account of The Ryland Group, Inc. ("Buyer"). STATEMENT The undersigned, being a beneficiary under Irrevocable Letter of Credit No. (the "Letter of Creditj hereby certifies and cepIesents that (a) Buyer is in default of its obligation under that certain Agreement of Sale between Buyer and Seller, dated .2005 (the "Agreementj; (b) as required by subsection 13(C) of the Agreement, Seller has given Buyer the attached written thirty (30) days' notice to cure such default; and (c) Buyer has failed to cure such default within the aforesaid thirty (30) day cure. ESCROW AGENT: By: Name: Title: D-3 ATIACHMBNT B TO FORM LE'ITER OF CREDIT Date: The Ryland Group, Inc. 24025 Park Sorrento Suite 400 Calabasas;CA 91302 Ref: Letter of Credit # AND [Issuing Bank Name and Address] As beneficiary of the above-referenced Letter of Credit, we request that the fonowing actions (8) be taken as evidenced by our initials and signature below: Please tniliaJ: REDUCE the amount from $ $ EXTEND the expiry date from to to CANCEL this letter of credit effective immediately. Enclosed herewith arc the original Letter of Credit documents, including the amendments thereto. (Note: if any of these documents are not included with thir letter, you must specify each missing document and explain the reason why they are not being returned) Authorization: The Ryland Group, Inc. By: Title: By: Title: D-4 ~ AGREEMENT OF SALE by and between HUSET PARK DEVELOPMENT CORPORATION, u SeDer and THE RYLAND GROUP, INC., as Buyer EXHIBIT E (Form of Earnest Monev Eserow A2reemeatl This Escrow Agreement ("Escrow Agreement'') is entered into as of this _ day of April, 2005, by and among Huset Park Development Corporation, a Minnesota corporation ("Seller''), The Ryland Group, Inc., a Maryland corporation ("BuyCl"'), and First American Title Insurance Company ("Escrow Agent''). . WHEREAS, Seller and Buyer have entered into an Agreement of Purchase and Sale dated April 18, 2005 (the "Sale Agreement") for the purchase and sale of the Property (as defined in the Sale Agreement), a copy of which has been attached as Schedule 1 to this Escrow Agreement; and WHEREAS, Buyer and Seller desire to enter into an agreement with Escrow Agent pursuant to which Buyer shall deposit the Earnest Money, as defined in the Sale Agreement, as required under the Sale Agreement. NOW, THBREFORE, in consideration of the mutual covenants contained in this Escrow Agreement and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Letter of Credit. Seller hereby acknowledges receipt from Buyer of Letter of Credit No. issued by ("Issuer") for the benefit of Seller in the face amount of $500,000 (the "Letter of Credit''). 2. Renewal of Letter of Credit. The Sale Agreement provides that not later than thirty (30) days before the expiration of the Letter of Credit or any replacement thereof, Buyer sba11 deliver to Escrow Agent a renewal or replacement thereof having the effect of renewing the Letter of Credit, which renewal or replacement Letter of Credit shall be in the same amount and form as the Letter of Credit and shall be irrevocably issued for the one year period commencing on the expiration of the Letter of Credit. Upon deposit by Buyer of any such replacement and/or renewal ofa Letter of Credit, Escrow Agent shall provide a copy thereof to Seller. If Buyer fails to renew or replace the Letter of Credit on or prior to the thirtieth (30th) day prior to its expiration. upon receipt of written notice from Seller on or prior to renewal or replacement thereof by Buyer, which notice demands that the Letter of Credit be cashed, Escrow Agent shall promptly notify Buyer and, if Buyer fails to provide a renewal or replacement thereof to Escrow Agent within five (5) business days thereafter, Escrow Agent shall draw down the Letter of Credit, and Escrow Agent shall hold the proceeds pursuant to this Escrow Agreement. In such E-I event, Buyer shall have the right to deliver to Escrow Agent a replacement letter of credit, in the form and amount required pursuant to the Sale Agreement, in which event Escrow Agent shall pay all Letter of Credit proceeds then held by Escrow Agent to Buyer. 3. Draws on Letter of Credit (a) Buyer, Seller and Escrow Agent agree that, subject only to the provisions of Section 2 above (which provisions sba1I control in the event of directions by Seller to draw on the Letter of Credit under the circumstances set forth in Section 2) and except as otherwise provided in Section 3(b) below, Escrow Agent sba11 not (i) draw upon the Letter of Credit, or (ii) disburse the Letter of Credit or any proceeds thereot: unless Escrow Agent receives either (a) joint written instructions executed by both Buyer and SeDer (a "Direction"), (b) a final non--appea1able onter to draw on the Letter of Credit or with respect to the disposition of the Letter of Credit or any proceeds thereof from a federal or state court of competent jurisdiction or an arbitrator selected pursuant to Seedon 17 of the Sale Agreement (an "Order") or (c) there is a Demand Notice given under Section 3(b) hereof and the "Other Party" fails to object as and when specified in Subsection 3(b), in which events Escrow Agent sball then draw on the Letter of Credit and I or disburse the Letter of Credit or any proceeds thereof in accordance with such Direction, Order or Demand Notice, as the case may be. In the event a Direction, Order or Demand Notice directs Escrow Agent to pay money to Seller and Escrow Agent is holding the Letters of Credit, Escrow Agent shall draw on the Letters of Credit and pay the proceeds thereof in accordance with the terms of such Direction, Order or Demand Notice. (b) In the event either (i) Seller or Buyer obtains an Order directing Escrow Agent to draw on any Letter of Credit or disburse any Letter of Credit or any proceeds, or (ii) either Seller or Buyer believes that it is entitled to receive all or any part of the proceeds from any draw on the Letter of Credit pursuant to the terms of the Sale Agreement, the requesting Party (the "Requesting party") shall be required to present to Escrow Agent an affidavit (the "Demand Notice"), executed under oath by an authorized representative of the Requesting Party, certi.f}1ns to Escrow Agent that in the case of (i) above, an Order has been issued ~ the Requesting Party is entitled to an or a portion of the proceeds of tile Letters of Credit, or proceeds thereat as the case may be or, in the case of (ii), above, stating in reasonable detail the basis for the Requesting Party's request for a draw on the Letter of Credit and disbursement o(the proceeds thereof. Upon receipt of the Demand Notice, Escrow Agent shall (i) deliver a copy of the Demand Notice to the other Party (the "Other Party") as provided in SeetloD 5 below, and (ii) it; within four (4) blllQness days after the date on which the Demand Notice is deemed to be delivered to the Other Party (pursuant to SeetJoD 5 below), Escrow Agent has not received 1iom the Other Party a notice ("Objection Notice") objecting to Escrow Agent's compliance with the Demand Notice, Escrow Agent sba11 comply with the tcnns of the Demand Notice. 4. Obiection Notices. If Escrow Agent receives an Objection Notice from either Seller or Buyer within the time period set forth in SectiOD 3 above, then Escrow Agent shall refuse to comply with the Demand Notice then in question. Notwithstanding the immediately preceding sentence, if the Party that delivers the Objection Notice does not (i) commence arbitration under SeeUoD 17 of the Sale Agreement or litigation by filing a complaint or action for a declaratory B-2 judgment in an appropriate court of competent jurisdiction ("Litigation''), and (ii) provide notice and a oopy of such complaint, arbitration petition or action for declaratory judgment to Escrow Agent and the Other Party within thirty (30) days after dolivery of the then-applicable Objection Notice, then Escrow Agent shall comply with the Demand Notice and disburse in accordance therewith. In the event litigation or arbitration is filed as contemplated above, Escrow Agent shall draw on the Letter of Credit or disburse the Letter of Credit or any Cash as provided either under the tams of the resulting Order or Directions. S. NQJices. Notices hc:reunder shall be deemed properly delivered when and if either (i) persooally delivered; or (ii) one (1) business day after deposit with Federal Express or other colIJJJlereial overnight courier; or (ill) three (3) business days after deposit in the u.s. Mail, by registered or certified mail. return receipt requested, postage prepaid, to the parties as set forth below: H to Buyer: Buyer: Region Office: with a copy to: with a copy to: H to Seller: Seller: The Ryland Group, Inc. 7600 Executive Drive Edina, Minnesota 55444 Attn: Mr. Wayne J. Soojian, Operational Vice President The Ryland Group, Inc. 2195 Fields Parltway Suite 230 Deer Park, UIinois 60010 Aun: Kipling W. Scott, Executive Vice President Timothy J. Gcckle, Esq. Senior Vice President and Gcnecal Counsel The Ryland Group, Inc. 2402S Park Sonen.1:o, Suite 400 Calabasas, CA 91302 Thomas M. Hart, Esq. Winthrop & Weinstinc, P.A Suite 3500 225 South Sixth Street Minncapo~ MN 55402 Huset Park Development Corporation 615 First Avenue N.E., Suite 500 Minneapolis, MN 55413 Attn: Bradley I. Schafer or Kit Richardson E-3 With a copy to: 10hn H. Herman, Esq. Faegrc & Benson 2200 Wells Fargo Center 90 South 7th Street Minneapolis, MN S5402 . 6. Escrow ObJiRatioDS. The parties agree that, except 88 otherwise expressly provided herein, the actions o( and the relationship between, Buyer and SeUer shall' be governed by the terms of the Sale .Agreement In all events and under all circums~ the ultimate rights and obligations of Seller and Buyer shall be strictly governed and contiolled by the terms and provisions of the Sale Agreement, rather than this Escrow Agreement. In the event of any conflict between the teDns and provisioDS of the Sale Agreement and this Escrow Agreement with respect to the escrow established hereby, the terms and provisions of this Escrow Agreement sball control. Notwithstanding the existence of the Sale Agreement or any teferences herein to the Sale Agreement, the parties agree that Escrow Agent (but not Seller and Buyer) shall be governed solely by the terms and provisioDS of this Escrow Agreement Subject to SectlODl 3 and 4 above, the parties furthermore agree that Escrow Agent is hereby expressly authorized to regard, comply with and obey any and all orders, judgments or decrees entered or issued by any court, and, in case Escrow Agent obeys and complies with any such order, judgment or decree of any court, it shall not be liable to either of the parties hereto or to any other penon, firm or corporation by reason of such compliance. Seller and Buyer jointly and severally agree to pay Escrow Agent, upon demand, all such costs and expenses incurred by Escrow Agent in fulfilling its obligations under this Escrow Agreement including, but not limited to, any and all costs and expenses, including attorneys' fees and legal expenses, incurred by Escrow Agent in connection with any litigation or other controversy by reason of or arising out of this Escrow Agreement, other than litigation, threatened litigation or other controversy which arises out of Escrow Agent's failure to comply with the provisions ofSeetloDs 3 or 4 above. All fees of Escrow Agent shall be charged one-half (1/2) to Seller and ono-half (112) to Buyer. 7. AUornevs' Fees. In the event of any arbitration or litigation, threatened litigation or other controversy between Seller and Buyer conceming the draw on or return or disbursement of the Letter of Clcdit or any Ca$b, the prevailing Party shall be entitled to receive ftom the non- prevailing Party its reasonable costs incurred in connection with such arbitration or litigation, threatened arbitration or litigation or other controversy, including (but not limited to) tea80nable attorneys' fees. 8. Countemarts. This Escrow Agreement may .be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. 9. Succ.cssors and Assi2llS. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns. Seller shall not assign this Agreement or its rights hereunder to any person, other than an entity at least 51% ofthc ownership in which is owned by Seller or the principals of SeUer (an "Affiliated Entity''). In the event of any such assignment, Seller shall remain liable for the performance of Seller's obligations hereunder. Seller shall give timely written notice to Buyer of any such assigrnnent to an Affiliated Entity. E-4 Soller: Buyer: TIlE RYLAND GROUP, INC., a Maryland corporation HUSET PARK. DBVBWPMENT, CORPORATION a Minnesota limited liability company By: By: Its: Its: ACC~fED BY ESCROW AGENT: FIRST AMERICAN TITLE INSURANCE COMPANY By: Its: E-S AGREEMENT OF ~A' .E by and between BUSET PARK DEVELOPMENT CORPORATION, u SeDer and THE RYLAND GROUP, lNe., u Buyer EXHIBIT F (NoUea) Any notice to be giVeD to any Party hereto in connection with this Agreement shall be in writing and shall be deemed received (a> on the date delivered if hand delivored by receipted hand delivery or by facsimile and (b> two (2) days after postmarlc if sent postage prepaid by certified or regiBtercd mail, return receipt requeated. Notices to the Parties sha1I be sent to their addresses set forth below. Either Party, by written notice to the other, may change its address to which notices are to be sent. The Parties shall copy Escrow Agent on all notices sent hereunder, but failure to notifY Escrow Agent shall not be deemed a failure of notice to a Party to whom notice has been given. Baver's Address lDivlslo.l: The Ryland Group, Inc. 7600 Executive Drive Eden Prairie, MN 55344 Attn: Mr. Wayne J. Soojian Telecopy: (952) 229-6024 The Ryland Group, Inc. 2195 Fields Patkway Suite 230 Deer Park, Dlinois 60010 Attn: Mr. Kipling Scott Re2iOD OMee: WIth . C9DV to: Timothy J. Geckle Senior Vice President and General Counsel The Ryland Group, Inc. 24025 Park Sorrento, Suite 400 Calabasas, CA 91302 Telecopy: (818) 223-7685 F-l and Thomas M. Hart, Esq. Winthrop & Weinstine, P.A. Suite 3500 225 South Sixth Street Minneapolis, MN 55402 Escrow Ae:ent's Address: First American Title Insurance Company 1900 Midwest Plaza West 801 Nicollet Mall Minneapolis, MN 55402 Attention: Gail Holt Seller's Address: Huset Park Development Corporation 615 First Avenue N.E., Suite 500 Minneapolis, MN 55413 Attention: Bradley Schafer Telecopy 612-359-5840 Voice 612-359-5858 With a cOPV to: John H. Herman, Esq. Faegre & Benson 2200 Wells Fargo Center 90 South 7th Street Minneapolis, MN 55402 Telecopy 612-766-1600 Voice 612-766-8908 F-2 AGREEMENT OF SALE by and betweea HUSET PARK DEVELOPMENT CORPORATION, as SeDer and THE RYLAND GROUP, INe., u Buyer EXHIBIT G IComDletloD Certificate) I. ~by certify to The Ryland Group, IDe. ("Buyer'') that I am. the President of Huset Park Development Corporation, a Minnesota ("SeUer"), under that certain Agreement of Sale between Seller and Buyer dated March --' 2005, (the "Agreement"), that the Improvements and Development.Work applicable to Lots have been completed in accordance with the provisions of the Agreement applicable thereto and in accordance with all laws, regulations and requirements of any Authorities. Date: .200 HUSET PARK DEVELOPMENT CORPORATION, a Minnesota corporation By: Its: I, an engineer licensed to practice in the State of Minnesota, do hereby certify to The Ryland Group, Inc. that I bave inspcctcd the Improvements and the Development Work required to be completed by Seller in accordance with the Agreement and that the Improvements and Development Work comply in all respects with the laws, regulations and rules of the Authorities having jurisdiction and that all agreements with all Authorities or utility companies have been irrevocably funded and that bonds or letters of credit where required by the Authority or such utility company have been posted to ensure the perfonnance of the development obligations of Seller, including, without limitation that all roadway improvements have been or will be funded. By: Name: Title: License No.: Date: 6-1 AGREEMENT OF SALE by aDd between BUSET PARK DEVELOPMENT CORPORATION, as Seller ad THE RYLAND GROUP, lNe., as Buyer EXHIBIT H aDBDdoD ReDOrt) AD iDstalled Improvements, including cums, gutters, clearing, rough grading, storm sewers, sanitary sewers and laterals, water mains and latcn1s and paved streets, on the following lots were found to be complete and free of damages. except as noted below: LOT NUMBERS REMARKS APPROVED: HUSBT PARK DEVELOPMENT CORPORATION, a Minnesota corporation THE RYLAND GROUP, INC., a Maryland corporation By: Its: By: Its: . 200 (Date of Inspection) H-I AGREEMENT OF SALE by ad between HUSET PARK DEVELOPMENT CORPORATION, u SeRer ad THE RYLAND GROUP, INC., as Buyer EXHIBIT I (Schedule of DeveloDDlentl . 1. GeBeral Obll2atlou. a) Se11erf at Seller's cxpcose, shall develop the Lots so that all Lots will have the following improvements ("Improvements'j installed and actions (the "Development Work") accomplished in regard to the same. To the extent any of the Improvements or the Development Work are or may be intended to be owned privately and as such are not (i) bonded or otherwise co11atera1i.zed with the appropriate Authority by Seller and (ii) subject to the standards and inspection requinments of such Authorities, such improvements and Development Work shall nevertheless be installed, completed and accomplished in aecordance with the staDdards established by the appropriate Authority for public facilities and public improvements which are similar in nature and cbaracter. b) Seller shall complete, or cause to be completed, all Development Wode, expeditiously, in a good and workmanlike manner, in accordance with all of the tams of this Agreement and in compliance with all Legal Requirements. All materials used for the Development Work shall be new first-class materials. Seller sha1l, at its expense, obtain and post all bonds and other security necessary or required for completion of the Development Work by any Authority or by any utility company for utilities and pay all off-site costs associated with completion of the Development Work. Seller shall provide to Buyer, following completion by Seller of ita Development Work, as-built surveys locating all utilities with both horizontal and vertical elevations, and all site development construction drawings. All utility connections shall be staked and marked to actual connection depth. c) Seller shall not be deemed to have completed the Development Work unless and until Seller sbalI have provided Buyer with a Completion Certificate signed by an authorized officer or partner of Seller, as appropriate, and an engineer licensed to practice in the State where the Property is located, in form attached to this Agreement as Exhibit G, Soller shall also make available to Buyer copies of all bondsf documents, plats, reports and correspondence supporting such certificate. 2. Pre-CIosiD2. The Improvements to be installed and the Development Work to be completed by or on behalf of Seller prior to Closing (subject to being done post-Closing, 1-1 in accordance with the Agreement, and with a suitable escrow for the costs thereof in accordance with the provisions ofSeetloD 7.d. hereof) are as follows: a) OeariD2. GracUD2 and ComnaetfoD. (i) Seller shall provide for overall grading and clearing of the Property. Seller shall perform rough grading to the extent required so that no major cutting or 1illing on any Lot is required. Seller shall deliver to Buyer within ten (10) days after the Effective Date, a pad grading plan (the "Omding Plan") that will provide for buildable pads equal to the minimmn building envelope. as established for each residential building on eacb Lot pursuant to the final site plan prepared by Seller and approved by Buyer (the "Building Pads"). Buyer s1uill promptly review and approve the Grading Plan. Once the parties agree on the Grading Plan the plan shall be attached hereto as Exhibit K. Thereafter. any grading changes required as a result of changes made by Buyer to tho Grading Plan will be at Buyer's expense. Any dispute between Buyer and Seller,regarding the source of any subsequent required grading changes will be resolved by the chief engineer for the City of Columbia Heights. Minnesota, whose detmminAtion shall be final. (ii) Seller shall complete initial (mass) grading of aU Lots in accordance with the Grading Plan. In the event that, prior to construction of a residential building on a Lot it becomes necessary to install yant inlets in order to drain adequately any portion of the yard, Seller sba1l install, at Buyer's request, each such yard inlet. Seller shall be responsible for any retaining walls necessary or required in order to mass grade the Lots in accordance with the Grading Plan. In the event of an inconsistency between the approved Grading Plan and the terms hereof, the Grading Plan shall control. (iii) Lot fill shall consist of well to moderately well-graded soils consisting of sands, silts, clays and gravel, and shall be free ftom detrimental quantities of debris. muck, peat, roots, grass, leaves, humus, sewage and other organic material. clods, lumps, balls of clay and frozen materials. Prior to the placement of lot fill, Seller shall remove all topsoil, root matter, organic materials, large stones, debris, and any unstable material to the depth at which a stable subgradc is achieved. Prior to the placement of fill on the prepared subgrade, Seller shall proof roll the area to delineate, or determine by other acceptable means. any potentially soft or unstable areas. These areas must be undercut by Seller to stable materials and backfilled with suitable fill and properly compacted. (iv) Seller shall compact all fill areas within the Lots as necessary in order to comply with the structural requirements of a two-story residential single family or townhouse building, as the case may be, and in any event to provide not less than 2,500 pounds per square foot bearing capacity. 1-2 Seller shall provide Buyer written certification &om a liceascd geo- technical engineer that all controlled fiUs placed on the Lots have been properly placed in accordance with all Authorities' requirements. Seller shall provide Buyer with copies of all soil reports, compaction reports and tests performed on the Lots. Buyer may exclude from this Agreement any . Lot which fails to meet such Authorities' requirements. (v) Seller shall verify the degree of compaction achieved on lot fill by continuous monitoring and testing by an approved independent testing agency. The results sball be submitted to Buyer for Buyer's review within two weeks after completion of the wolt. Compactions are to be made, as to each Lot, to a depth equal to the highest footing elevation of the building planned for the Lot applicable. The grade of all Lots, when measured at lot comers and building pads, shall deviate no more than .3 foot from the grade shown on the Grading Plan (allowing for the grading hold-down). Seller sball provide Buyer as-built drawiDp indicating the final rough grade and allow Buyer to spot check grades in the field to assure compliance. (vi) As part of Seller's grading obligations, Seller sha1I stockpile topsoil in accor:dancc with the Grading Plan approved by Buyer and seed it, in accordance with standards set forth by the City of Columbia Heights. Minnesota. Seller shall provide Buyer as-built drawings indicating the final rough gndc and allow Buyer to spot check grades in the field to assuro compliance. b) . Sewer Service. Operational and adequate public sanitary sewer service shall be brought to each Lot. Sewer services shall be brought into each Lot at a mimm'mJ'l of five feet (5') past the public utility trench and at a depth adequate to serve the basement portion, if any, of such dwelling unit; but which depth in any event shall not exceed nine feet (9') below the finish grade elevation of the curb upon which the Lot fronts. In addition, multi-family pre-installed sewer services shall be brought into the building pads as specified by Buyer and set forth on Exhibit 0 attached hereto and incorporated herein. Seller shall permanently and clearly mll'k locations of all sewer service stubs. All sewer mains sball be located in a public right-of-way adjacent to each Lot, and any and all applicable off.site sewer extensions shall be installed and operational and all development fees applicable thereto paid in full by Seller. Buyer shall only be responsible to pay On-Lot sewer house connection charges. . c) Water Service. Operational and adequate public water service shall be brought to each Lot. Water services shall be brought into each Lot in which tho curb box for each service is located a minimum of five feet (S') past the public utility trench and at a depth adequate to provide protection from fteczing. In addition, multi-family p~installed water services shall be brought into the building pads as specified by Buyer and set forth OD Exhibit 0 attached hereto and incorporated 1-3 herein. Seller shall permanently and clearly mark locations of all water service stubs. All water mains shall be located in a public right~f-way adjacent to each Lot, and any and all applicable off-site water exteasions shall be iDstalled and operaticma1 and all development fees applicable thereto paid in full by the Seller. Buyer shall only be responsible to pay On-Lot water house connection charges. In addition. Buyer shall install. at Buyer's expense. each water meter within the dwelling unit on each Lot. The Seller shall provide lawn inigation water services. d) Storm Drains. All storm drainage systems. storm sewers and other drainage &ciIities shall be installed by Sener. as are necessary to serve the Property and as required by any Authority. e) Roaclwavs and Parldasr Areal. Curbs, gutters. curb cuts, streets. roads, alleys. includiog access to a public thoroughfare, sball be installed by Seller as required by. and in accordance with, the standards established therefor by the appropriate Authority. With respect to any of the Improvemcmts, which require paving. such paving shall be installed by Seller through the base coone concrete or asphalt (whichever may be applicable). The wear course (final lift) of paving shall be installed within one year after installation of the base course. l) Sklew.11rL Seller shall install all sidewalks shown on the approved plans. Seller and Buyer acknowledge that no sidewaJb arc required for the Property other than those shown on the approved plans. If any sidewalks installed by Seller settle and crack without fiwlt of Buyer at any time prior to the later of (i) one (1) year &om completion of such sidewalk or (il) thC, expiration of any wammty given to the City with respect to such sidewalk, Seller shall repair and restore the same to the condition required hereunder. g) UUUtles. Seller shall provide for such underground electric. telephone, and if available at the Property. gas and television cable lines for each Lot as will be necessary to service the dwelling units to be constructed on such Lot (collectively, the "Utilities"). Buyer will coordinate in a timely fashion with the appropriate utility company for the installation of secondary service for the Utilities to each of the dwelling units to be constructed on each of tho Lots; but Seller shall pay prior to the Initial Closing all fees payable in connection with such primary service to any utility company in coDl1CCtion with such service, and Buyer shall not be obligated to reimburse Seller for any portion of such costs incurred by Seller. h) Storm Water Manaf!emeDt. SeUer shall design, construct, maiDtain and operate all stonn water management and temporary sediment control. facilities necessary to service the Property, and shall pay all storm sewer or stonnwater fees imposed by the City or any related Authority. Once Buyer has pmcbascd a Lot, Buyer shall be responsible. at Buyer's expense. for the installation of erosion control devices on individual Lots as required for the construction of the residential building(s) to be constmctcd thereon. At any time, and from time to time. when such storm water management or temporary sediment control facilities are no longer necessary for the Property. Seller shall, in a manner acceptable to Buyer, 1-4 convert such facilities to permanent devices, or if not needed as permanent devi~ shall baclrtill (and if located within a Buildina Pad, shall compact the soils affected thereby in accordance with the requirements of item 2(g) of this Schedule of Development) water mauaaement or temporary lINIiment control facilities are no longer necessary for the Property, Seller sbaIl, in a manner acceptable to Buyer, convert such facilities to permanent devices, or if not needed as permanent devices, shall backfill (and if located within a Building Pad, shall compact the soils affected thcRby in accordance with the requirements of item 2(g) oftbis Schedule of Development) 8Dd fully stabilize the areas comprising the same in a manner acceptable to Buyer consistent with any architectural covenants encumbering the Property. Seller shall remain responsible for the design, construction, mainMnanr..e and operation of all such storm water management and temporary sediment control facilities on all Lots, lUltil closing the sale of such Lots to Buyer, and on all roadways. i) En2iDeerlD2 Controls. SeIler shall set lot final comer irons. j) EntltlelDellt to Permit. Solely as regards the obligations of Seller to provide buildable and pcrmittable Lots in accordance with the Asreement, but not as regards matters which are the responsibility of Buyer hereunder, development of the Lots sball be completed by Seller so that Buyer may obtain any and all permits, including, but not limited to, building permits and upon completion of tho Homo, a use and occupancy permit, or similar permits ftom any and all authorities having jurisdiction for the construction, completion, use and occupancy of any Homes contemplated to be constructed on the Lots without resort to or requirement of extraordinary construction methods. 3. CeUUleatloDL Seller shall provide Buyer a soils engineer's certification certified to Buyer by Seller's soils engiDeer (who must have at least $2,000,000 professiona11iabillty insurance with Buyer named as an additional insured) on any Lots that require placement of controlled fills, along with ail compaction reports for the Lots. . 4. Post CloslD2. a) Dedication. Seller sbaIl cause all roads Shown on the plats and plans for the Property, and all other improvements, to the extent the same are intended to be public, to be transferred to the applicable Authorities and accepted for maintenance by tho applicable Authorities at the earliest practicable date. Seller sba11 install final concretelbituminous (whichever may be applicable) topping as and when required by the appropriate Authority. b) LudseaD1D2. Buyer's sole obligation with respect to any landscaping within the Property sball be limited to Buyer's obligation to install. at Buyer's expense, the landscaping required by any Authority to the extent such IJlooscaping is located within any Lot acquired by Buyer and in any interior common area. Sellor sbaIl install all buffer landscaping required on any public right of way abutting the Property and all landscaping within common areas, in accordance with the I-S landscaping plan approved by the City of Columbia Heights, Minnesota. Sellers' landscaping plan is attached hereto as E:d1Iblt L. All monmnents and related lmdscaping shall be installed at Seller's cost, subject to prior approval tb.ereofby Buyer, not to be unreasonably withheld, delayed or conditioned. c) Lints ad Sins. Seller sball install streetlights and street signs for the property, as and when required by the appropriate Authority. 5. Fha.. IlDDrovemeats. In addition to, and without limiting, the obligations set forth above, Seller shall (a) upon completion of its Development WOl'k, promptly cause the removal fiom the Property of all trash and debris related to such activities, (b) CODStruct any tot Lots or other recreational structures or amenities shown on any plats or plans for the Lots or otherwise required by 811 authority in regard to the Lots, and (c) complete any additioual tasks. actions and lUldatakings shown as the respoDS1oility of Seller on thc Responsibility Checklist attached to this Schedule of Development. 6. CoDfllct or Amhlnltv. In the event there is any conflict between the text portions of this Schedule of Development and the text portions of the Agreement, on the ODC hand, and the itemization. and responsibility designations set forth on the Rcsponsibility Checklist, on the other band, the text portions of this Schedule of Development and the Agreement shall govan and control. NotwithstaDding anything to the contrary set forth elsewhere hemin, if any item. identified herein as "Post Closing" is required by any Authority to be pecformed prior to the issuance of necessary permits to BUyer for the construction of any Home, then such item sba1I be deemed a "Pre-Closing" item hereunder (or shall be subject to a suitable escrow for completion, to allow the permit issuance, in accordance with the Agreement and Section 7(d) hereof). 7. Insnectlon of Develooment. a) Following Sellers' completion of the Development Work in accordance with the Schedule of Development for each group of Lots to be purchased, ("Inspection Group") and Sellers' delivery of the "Completion Certificate" therefore in form attached as Emlblt G, Seller sball notify Buyer so that representatives of Seller and Buyer together may inspect the Improvements affecting such Inspection Group at a mutually agreeable time. At such inspection, Buyer and Seller shall inspect the Improvements then existing and establish a list of damages or deficiencies, if any, then existing with respect to the same. Such damages or deficiencies (collectively, "Dcficienciesj sball be detailed on a written inspection report in the form attached hereto as Exhibit B and Buyer and Seller shall determine at the time whether such Deficiencies are of such a nature as to require correction prior to Closing. If such Deficiencies require correction prior to Closing. then Seller shall promptly correct such Deficiencies and deliver another Completion Certificate and notice to Buyer for a further inspection. At such time as Buyer and Sellor agree that any Deficiencies do not require correction prior to Closing. then the parties sball authorize Closing to occur, with punchlist items to be repaired or otherwise corrected to Buyer's satim,ction, at Seller's expense, 1-6 within thirty (30) days following the date of such inspection, unless otherwise agreed between the parties. b) At the time that Buyer completes its construction activities on all o.f the Lots acquired by Buyer hcrcundcr, Buyer shall notify Seller thereof so that nlprese.ntatives of Seller and Buyer together may once again inspect the Improvements affecting the Lots. At such inspection, Buyer and Seller shall once again inspect the Improvements and establish another list of Deficiencies, if any, caused by Buyer's construction activities. Such Deficiencies shall once again be detailed on a written inspection report in the. form attached hereto as Exhibit R. Buyel" shall within thirty (30) days following the date of such inspection. repair or otherwise correct, at Buyer's expense, all damages to the Improvements set forth on the iDspcction report to the extent the same have been caused by the activities of Buyer, its employees. agents, contractors and subcontractors. Following the completion by Buyer of any such repairs or oth<< corrections, Buyel" shall notify Seller of such completion. and upon joint Inspection and agreement that such Deficiencies have been corrected by initialioa the Inspection Report, thereafter, all of Buyer's responsibilities in respect to the Improvements, shall cease in aU RSpects. Sener shall be irrevocably and unconditionally deemed to have released Buyer, its employees, agents, contractors and subcontractors nom all such responsibility upon the carlier to occur of (i) the thirtieth (30th) day following the date of Buyer's and Seller's completion of the Inspection Report, as aforesaid, or (ii) the date upon which Seller is released nom any surety bonds, performance bonds, or such other security given by Seller to the appropriate Authority. c) Notwithstanding anything to the con1rary set forth in this subsection. Seller shall remain responsible for (and shall repair at Seller's expense in a timely manner) any defects in the Improvements which could not readily and clearly have been ascertained at the time of the inspections contemplatcd herein and which were not caused by Buyer, its employees, agents, contractors and subcontractors. The provisions of this Subsection shall survive Closing. This obligation sball terminate as to the respective Improvements contemporaneously upon the tennioation or expiration of Buyer's warranties with respect to the Ryland Product on the Lots served by such Improvements or on which such Improvements are located, as the case may be. d) Buyer shall have the option, in Buyer's sole discretion, to elect to close on the Property prior to the completion of aU Development Work: or correction of any Deficiencies on the Lot(s) provided that the requirement for Seller to complete the Development Work in accordance with the Schedule ofDevolopment shall remain in full force and effect. Seller shall deposit into escrow with the Escrow Agent, to be held by Escrow Agent in an interest:-bearing account at the direction of Seller, an amount of money equal to one and on~uarter (1.25) times the amount budgeted by Seller to complete the items that have not been completed as of Closing ( the "Completion Escrow"). FolloWing completion of the unfinished Development Work or correction of the Deficiencies, and inspection in accordance with this Section 7 of this Schedule of Development, Buyer shall 1-7 authorize the Escrow Agent to release the Completion Escrow to Seller. In the event 1hat the Deficiencies arc not corrected or the nnfini!llhed Development Work is not completed within thirty (30) days after Closing. or such other amount of time that the Parties agree is reasonable, then Buyer shall be entitled to complete the unfiniJll,erj Development Went or corroct the Deficiencies and upon submission of reasonable docwnentation of the costs thereof to Escrow Agen~ sball be reimbursed from the Completion Escrow and the Seller (to the extent the Completion Escrow is insutlicient to cover the expenses). Any excess remaining in the Com~letioD Escrow, including interest, ifany, shall be returned to Seller. 8. IndemniftcadoD. Seller agrees to indemnify and hold Buya' harmless from any and all claims, liability, damages (excluding indirect and consequential damages), causes or causes of action, costs and other expenses, including without limitation reasonable attorneys' fees, asserted against or paid by Buyer arising out of, in coanection with or otherwise relating to the failure of Seller to perfonn any of its duties, covenants or obligatiODl set forth in the Schedule of Development, the Responsibility Checklist or otherwise arising or existing under this ~t or the Development Agreement. This obligation sball tcrmioate 88 to the respective Improvements contemporaneously upon the termination or expiration of Buyer's warranties with respect to the Ryland Product on the Lots served by such Improvements or on which such Improvements are located, as the case may be. 9. SeIf-BelD. In addition to any other right or remedy provided herein, in the event Seller fails to perfonn any of its duties, covenants or obligatiODl set forth in the Schedule of Development, the Responsibility Checklist or otherwise arising or existing under this Agreement or the Development Agreement, Buyer may (after notice and expiration of the Cure period provided in SeedOD 13.C), cure such default through the exercise of self- help, whereupon Seller shall be obligated to reimburse Buyer immediately for all costs and charges incuJTed by Buyer in curing such default, plus an amo1U1t equal to ten percent (10%) tbereofto cover Buyer's overhead and administrative expense in so doing. This obligation sball terminate 88 to the respective Improvements contemporaneously upon the termination or expiration of Buyer's warranties with respect to the Ryland Product on the Lots served by such Improvements or on which such Improvements aro located, as the case JPBY be. 1-8 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting of: July 26, 2005 ITEM: Sarna Development Agreement- 40th & University BY: Randy Schumacher DATE: July 20, 2005 EXECUTIVE DIRECTOR APPROVAL BY: AGENDA SECTION: Items for Consideration NO: 5-B ORIGINATING DEPARTMENT: EDA BACKGROUND: At the April 26, 2005, Economic Development Authority meeting, Developer lim Sarna and Real Estate Representatives, Tom and Gordie Solz, introduced a general concept plan to construct a 6,000 sq. ft. restaurant on the comer of 40th and University that is presently owned by the EDA. The Board consensus was to work with Mr. Sarna in preparing a Preliminary Development Agreement. At the June 28th EDA meeting, the Board approved the Preliminary Development agreement to run for a 90- day period. Negotiations with city staff have proceeded in an attempt to formulate a definitive development contract, based on the developer's proposed documentation regarding economic feasibility and soundness, site design, and engineering issues. The following business points have been recommended by staff for inclusion in the Final Development Agreement and have been generally accepted by the developer: 1. Purchase price. Purchase price for the property will be $75,000 cash upon c1osing.(See Ehlers letter dated July 18, 2005, and the Sarna rebuttal dated July 19, 2005). 2. Platting. The plat would assemble all the existing lots into one lot which would clearly identify necessary easements, designate zoning and land use of the proposed development and identify any jurisdictional control. 3. Lookout Place. The City would take all necessary administrative action to vacate Lookout Place. All cost associated with this action, along with the physical removal ofthe street section, would be the responsibility of the developer. The City would reserve the right to maintain easements for all existing utilities. The City would vacate Lookout Place so that the developer would own the entire fee interest in the vacated portion of Lookout Place. All costs associated with the closure of Lookout Place relating to the construction of curb and gutter on the south end of Lookout Place would be the responsibility of the developer. 4. 322 40th Ave (MGS Bldg). The developer would be responsible for the removal of 322 40th Ave, and all associated costs of site preparation. 5. Alley. The developer would construct a 14.ft alley to tie into the existing alley to the most easterly portion of the redevelopment property. This alley would be dedicated pursuant to the plat and would be constructed as a concrete alley to tie into Summit St. The cost for the construction of the alley would be paid by the developer and shall meet all city requirements. 6. Ponding. The City's Storm Water Management Ordinance allows a monetary fee to be paid in lieu of providing on site ponding. The developer is wishing to pay the fee in lieu, which the Engineer is estimating to be between $30,000-$40,000. These dollars will be used for upsizing the discharge storm sewer pipe to 5th Street. PAGE 2 Meeting of: July 26, 2005 AGENDA SECTION: Items for Consideration ORIGINATING EXECUTIVE NO: 5-B DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Sarna Development Agreement- 40th & BY: Randy Schumacher BY: University DATE: July 20, 2005 7. University Ave turn-back. City staffis working with MN DOT in the process of vacating the east 30 feet of University Avenue. The City would then give this 30 foot turn-back over to the adjacent property owners abutting this roadway. The City would have no costs associated with removal of the bituminous or any landscaping responsibility. c#O 8. New Access for 3901 Lookout Place (ME Global). It would be the responsibility ofthe developer to provide an alternative access point onto Lookout Place for this property. 9. Sidewalk. The developer will be constructing a sidewalk adjacent to the alley to be constructed at the developer's sole cost and expense meeting all city requirements. 10.334 40th Ave (Gondek). The developer would agree to enter into an easement to grant access through the development property for 334 40th Ave to provide access to their existing driveway/garage. However, this easement would terminate upon the sale of the property or the termination and use of the basement overhead garage door. 11. Design Guidelines. The developer must meet all existing design guidelines for the construction of their building. 12. Variance. The parking setback shown on their site plan adjacent to University Avenue indicates a 5 foot setback. City Ordinance requires 15 feet. They are requesting a variance to the parking setback requirement. They feel an exception should be granted due to the fact there will be an additional 30 foot green area between the parking lot and University Avenue with the vacation of the frontage road. RECOMMENDATION: Staff recommends to approve a Development Agreement with David M. Sarna, James A. Sarna and James J. Sarna for the redevelopment of the City owned property at 40th & University area as outlined in the business points of the staffmemo, subject to EDA Board amendments and modifications. RECOMMENDED MOTION: Move to Approve a Development Agreement with David M. Sarna, James A. Sarna and James J. Sarna for the redevelopment of the City owned property at 40th & University area as outlined in the business points of the staffmemo, subject to EDA Board amendments and modifications, and furthermore; to authorize the President and Executive Director to enter into an agreement for the same. Attachments EDA ACTION: e EHLERS & ASSOCIATES INC o ::!: w :E To: Randy Schumacher - City of Columbia Heights From: Stacie K vilvang - Ehlers and Associates Subject: 40th and University Retail Redevelopment Date: July 18, 2005 On June 22, 2005, our office completed a review of a 6,000 sq/ft restaurant development proposal from Mr. James 1. Sarna. At the time of the review, not all information was provided in order to complete a thorough analysis. In addition, concerns were raised over the developer's lack of experience in owning and running a restaurant (even though he runs a couple of other successful businesses). We requested that this information be provided so a final analysis could be completed. l' On July 6, 2005, Randy Schumacher and I met with Real Estate Property Advisors, representatives for the developer, regarding required information and to discuss the project further. At that time they provided us with the majority of the requested information. However, they did not provide the following: 1. Actual rate of bank financing and term. They stated that was private information and the developer was not willing to provide it. I requested that they provide an estimate for analysis purposes and they provided it. 2. They did break out construction costs by shell and tenant improvements, however, they did not break out design, engineering, lighting and landscaping so this is stilI in a lump sum with shell construction. 3. They did state that the developer was going to be working with someone with restaurant experience but did not provide any written detail on who would be involved or their level of involvement. We requested that they provide this information in writing and to date, staff nor I have received anything. Based upon the updated information received, following are my comments: 1. The developer is proposing to purchase 1.074 acres of land from the EDA for $75,000. This equates to a per square foot cost of $1.60. If you add the cost of demolition into the land cost, the price stilI falls exceedingly below the Metropolitan Area standards of $7 to $15 sq/ft for similar restaurant sites. 2. Cost for design, site work and construction of the shell are still in a lump sum. Currently this cost is estimated at $158 sq/ft. A high quality shell can be constructed for $90 to $100 sq/ft. Without knowing the breakout of design and site work, I can not ascertain the validity of the number for review against industry standards. 3. Developer is financing 80% of the project and providing 20% in equity. This is a typical financing split. The loan rate they provided of 6.5% for 10 years mayor may not be feasible and I would prefer to hear from the owner where he thinks the bank financing terms will be. 4. Based upon their sources and uses, cash-on-cash (Cae) return in the first year of 80% IS excessive (shows they can pay more for land). Randy Schumacher 40th and University Retail Redevelopment July 18,2005 Page 2 Recommendation: Based upon the updated review, the developer can afford a higher purchase price for land than proposed. I would recommend that the EDA have a limited restricted appraisal completed for the site so that an independent party can determine . an appropriate land price for this type of development or other commercial development. It is my understanding that one can be completed within one to two weeks and in my opinion would be the best safeguard for the EDA to assure they receive fair market value for the land, justification for public review and scrutiny of the land transfer and assure they maximize their return on their investment so they can capitalize other redevelopment projects. In addition, I would recommend that the developer provide the EDA with a letter stating who his experienced restaurant partners are and the role they will play to give the EDA comfort on the ability of the restaurant to succeed. Please contact me at 651-697-8506 if you have any questions or require further information. liVID M. SAlIII JAMES I. SONl JAMES J. 51111 2501 UNIVERSITY AVENUE NORTHEAST MINNEAPOLIS, MINNESOTA 55418 Phone 612- 789-6240 July 19, 2005 City of Columbia Heights Economic Development Agency Attn.: Chairman Murzyn RE: Ehlers Memo Dear Chairman Murzyn And Committee Members: We would like to answer the Ehlers Memo and present our view of what has been stated by their associate Stacie Kvilvang. attached to this letter is a letter from Northeast Bank which shows theiJ; position on this project and of us as businessmen. We believe their confidence is expressed very sufficiently. .. We nor the bank can be expected to express an interest rate when we do not know when or if we will own the property. We gave a guesstimate to her which we felt should have been sufficient to do her work. She should have been able to figure the cost of the construction and see that our costs were well in line with what should be expected for a 6000 square foot restaurant. We are not going to divulge who we are working with or will be working with this far in advance of even breaking ground. We have spoken to some people who wish to join us in this venture, but just cannot put them in jeopardy of losing their present positions. Ms. Kvilvang insists that $7 to $15 a square foot is the price being paid for property in the Twin Cities. Actually. prices are being paid even higher-but they are across from an Dale or the Mall of America or Downtown Minneapolis. Her price should be based on the land in the Columbia Heights area, not in Bloomington, Male Grove or in Minneapolis. The assessed value by; Anoka County for commercial property on -lOth Avenue within six blocks ofthe University Site run from a low of $2.60 to a high of $4.90 with the majority in the $3.90 to $4.00 range. We are offering around $1.60 per square foot PLUS the cost of: A building demolition Removal of bituminous surface and concrete from Lookout Place Removal of bituminous surface and concrete from University frontage road Removal of concrete and asbestos from the gas station site Building a 200+ foot sidewalk. Building a 100+ foot alley Construction of a holding pond or payment of fees for water runoff Other costs for fixing problems created by vacating the streets The cost for these items are expected be to be well over $125,000.00 which adds over $3.50 per square foot and added to the $1.50 purchase price comes to $4.00 per square foot. Ms. Kvilvang also does not take into account the fact that over half this lot is unbuildable because of the easement created by the utilities beneath Lookout Place. Building on the Northeast corner a structure any larger than the 900 square foot situated there now or on the Northwest corner either unless a triangular structure is called for. The building which is planned for this property is situated the only place on the site which is practical. The only way to createl another area is to move the utilities to the edge of the property at a cost of $80.00 to $100.00 per foot. Ms Kvilvang"s review is seriously flawed and she should have done more diligent investigation into this site using more plausible comparisons and looked at the City Engineers list of what must be done to the property other then demolition of the building at 334 40tha Avenue. Sincerely, David M. Saran James A. Saran James 1. Saran .. . NortIreost . Bank Strength oj a Leader. Hand oj a Friend. 24 June 2005 City of Columbia Heights Planning and Finance Department 590 40th Ave NE Columbia Heights MN 55421-3878 77 Broadway Street NE Minneapolis. MN 55413 Ph 612-379-8811 Fx 612-362-3262 RE: Southeast Quadrant 40th St. and University Ave. Mr. James A. Sarna, et ai, has been a long time satisfactory customer at Northeast Bank. He has owned, established, or built a series of successful retail business~ over the past 20 years. He has approached us and we have had lengthy discussions regarding a new venture at the above location. The size of the project is somewhat over $2 Million dollars. We have discussed with Jim a loan approaching $1.7 Million dollars to support new construction and build out for the purpose of operating a restaurant on this site. Based on our history with the Sarnas, we believe a loan for this project is probable. Important terms remain to be negotiated, and neither the bank nor the borrower, shall be legally bound until the final documents have been signed by the respective parties. Robert A. Jensen Senior Vice President RAJ:nad DlVID M. SlRII JlMES I. sail JlMES J. sail 250 I UNIVERSITY AVENUE NORTHEAST MINNEAPOLIS, MINNESOTA 554 18 Phone 612-789-6240 July 19,2005 Economic Development Agency City of Columbia Heights Attn.: Chairman Murzyn RE: NEIGHBORHOOD SCREENING. Dear Chairman Murzyn and Economic Development Committee Members Kevin Hansen, City Engineer, asked for the type of plants, trees and bushes that were to be used to the Easterly perimeter of the 40th and University Development. Attached is the plan showing only the"plantings that are to be used on that portion of the development which are adjacent to a neighbors lot or lots. Please notice the sidewalk which is planned to be constructed to the right of the greenery and follow it down to the mouth of the alley which now enters Lookout. It runs across that area and is constructed to the East and then turns South to the right of the greenery and is placed between the greenery and the planned alley down to Summit Street. Also please note that the driveway entering the property from 40th Avenue has been moved East to provide more distance from University A venue to help with the safety and ease traffic turning onto 40th. The plan also shows a five foot setback from the West property line. Because of the 30 foot greenery which we expect to be on the MnDOT portion of the frontage road. This will help to create more parking in the lot and not detract from the looks or safety which is usually created by the normal fifteen foot set back. We will be applying for a variance for this change. Sincerely, David M. Sarna James A. Sarna James J. Sarna W N H :i: :i: If) - - I 10 10 I W - x x 0: - 0 I I I I 0 :J I N - - - ~ I- - I 10 .q ~ ~ I <( 0 10 I I I I 0 ~ ~ .q C"') 10 .q .q UJ I- -.J w If) :::::> u w :J 0 W :J <( W U ~ 0:: I- 0:: 0 <( -I -I W <( 0... H W 0:: W 0... >- Z If) > 0... W ~ <( I 0:: W H 0... Z ~ Z () I- If) 0 Z H <( If) wo Z -I co :J Z 0:: 0:: W -II C/) <( -I 0:: -, :J 0 :J W 0... -I H <( -, >- ~ 0: <(.-I ~ 0... I 0: I <( I- ~<(:::.::: >- w If) Z :::.::: z N Z W LL H<( W 0::0::0 <( U I I- ~ W 0:: 0 <(W <( U H > ~ <( <( ~o...Z .....J -I W l.L <( w :i: I :J~H 0... CO I- 0... If) 0... 0 If) If).......o... :::.::: 0:: <( ~ en <( 0... -, I ~ If) ,w I I o . L1J I-~-----;l; I \ I . 1 . CO I---~+--._- """ I I' ~-- j, ' => I I "C"/- 0 :~ ... t Oll ~I \ 'I _I_ e:> ~ U . . z n .w .:) Z W' > -< -IA 01 IN I I r I .~00 b-\. \.- ePI=-i 0\\ - ~i\\ .'1. ~/ I . /. ~. / cP I ~ ;/ /( \ ~- O'~r ==._~ t. ( Lv . 0 ""I ~ \[\ 'H' J' S) LLhJ 0::1 0:: ~u -< 1- 0:1- 00 CLZ t) I\') .~ f2 ~ .~ .,n ~ . ~ ~~ ~ >.~ I . ....~.. W 122~. I . ~~J... .: .. . : ~. 0: L- I IJJ \.,:..., () .- I---i-I---~~--~-W~-'-I z I. 0 cr: I- . 0) O. => I tiJ. 1_ ~~I F ,-- ~- - - - ~ _ ----fE: (f) (J) . () or. ~- I c~ CD ~ <( I._____~:_I--_ . ~Z I i ~--~~:. c:5l 1----- l )-1 LLJ,I -1 -1 ! I I oJ t i , i I , .; . . . . 2 ::2 ~ (J) ~. * 001 . --:...- . I ..f ~ ()~ --." -....-_.. . : ./ a-51 <D lO 01 I > ~~ r 7: AJ I S CJ~ ^ ""In ~Inl\r::j^ v ) .( ~ ~ t o _J / (J In .::1 . :,' ~r .. n ~ , ~ U _I~ ;It ('.,j IlO 0 - L.J"t-~~ ..~:H~ ~...: ~-C == lJ) 2:___0 >- ~><>- .... ~ !/it:: ~ ~ VI t-: Q: Q:: eir5m~ . :) H:~l;;~ CI) ~~~~ -('.,j ,,:><: t:: 8 =--:J Q: "t-o.....~~ :) l.) ---:::I! ~ r~ I I I I 1---------11 I I 1----- I 0 I 1 CD ----1 f------ x I L I I -~--l I ~ I I (/) ---1 I _3__~__ I'L _g U) I r ~--l ~ I I N ~ I I Y------l 100 2 ~ 1__0 _ w '. I >- D./ '),1 W =-r- ---;1;--- W 00 I /" m I~ ~ z I n I ~ 0 /,/'/'/ \ I - <c f- <D /' ~I______~__J~ // ! ~ I 03 I // . ,<>' ~5;..'" k. ~ / ~~Q s'\~ \ <c u I / ~~~~~' ~\'\ ' <?"t-1: ~~a s0~ \~ ~~~~ ~ ~ o~ ~",Q"''4 \, \ ~<(" ~~."r ~ 0 ~ ~o~ ~\)'" " 0 . A Y t-C~ ~<(" \ \ t-~<(" . ~ a,,0 K ~ K.-O \,\~ i S. <(~o~ t- G <(" <:(\, 00" oo~ ~\, . \. \ o~ 0 "--- G t-" _____ /j .... t' ( ~ ~:::r:: <U Of-4 Zri:I Pt:d Om ~ o n 10 0 lu 0 N W lL. Z ,..... - - w W -I Z < :J u -- (I) w I- < o~ ~ o I I- o ~ / // / / /1/ // I // I // I // I /// 1 // I // f- I g I 3 ~)Ol8 ~O lN3~38NV~~V3~ 0(;1 / / / / / / / / / / Ln If) N N I- o .-.-1 N "-... z ~--------~---~---r- " All) A8 NOI10)V^ 133~S GNV lOGN~ ~O~j ~)V8N~nl .o~ 3181SS0d~ I ~ 0: >-UJ ~~ 1-0 I-g: ~g: ~ lfi ui lfi ~~ ?<~ <0 0 ...J..J >-..J a. ILl I- ILl ~~ iii~ <s In ffi In lie 0: >0: 80 - ...JI- ~~ IL ILl ILUJ 0::> 0::> a: a: 6~ ~~ j:< j:< 0:1- 0:1- . ~~ ~~ ~~(; 3nN3^Y AlISt13^INn (Lv 'ON 'H'l'S) w Z f- W W cr: \- ~ \- 2 :2 :=) ~ ci..o0'\ \,.-() G~ ~\,.-~ S. ~. / / ill If) N o n . . -- l"- X Il'l o I .... I U) '0 U ~ J: U lie en lie:: 8 ..J .- U en :::l! ~ I- City of Columbia Heights Planning and Zoning Commission 7:00 PM, July 6, 2005 Michael Gondek Castle Distributing Inc 334-40th Ave NE Columbia Heights MN 763-788-8200 And 325 Summit Street Property owner CITY OF COLUMBIA HEIGHTS PLANNING AND ZONING COMMISSION NOTICE OF PUBLIC HEARING Notice is hereby given that the Planning and Zoning Commission of the City of Columbia Heights will conduct a public hearing in the City Council Chambers of City Hall at 590 40lll Avenue NE on Tuesday, July 6,2005, at 7:00 p.m for 3 proposed street and alley vacations are described below: #1 That part of39ll1 Avenue NE as opened, Colwnbia Heights Annex to Minneapolis, Anoka County, Minnesota, lying northwesterly of Block F of said Columbia Heights Annex to Minneapolis and registered land survey no. 159, Anoka County, Minnesota, and lying easterly and southeasterly of the following described line: Beginning at the NW comer of said Block F; thence N 00 degrees, 07 minutes, 50 seconds E, assumed bearing al~ng the W line of said Block F and its northerly extension a distance of33.53 ft;thence northeasterly a distance of 136.06 feet along a non-tangential curve concave to the SE having a radius of735 ft, a central angle of 10 degrees, 36 minutes, 24 seconds, and a chord that bears N 53 degrees, 26 minutes, 07 seconds E; thence N 58 degrees, 44 minutes, 19 seconds E, tangent to said curve, a distance of 368.46 ft; thence northeasterly a distance of 51.35 ft, along a tangential-eurve, concave to the SE having a radius of276.01 ft, and a central angle of 10 degrees, 39 minutes, 38 seconds to the intersection of the southeasterly line of said 39111 Avenue NE as opened, . said line also being the northwesterly line of said registered land survey no. 159, and described line there tenninating. #2 That part of 38tb Avenue NE, as dedicated in the Plat of Columbia Heights Annex to Minneapolis, lying W of the southerly extension of the westerly right of way of Fifth Street NE and lying E of a line drawn from the NW comer of Lot 1, Auditor's Subdivision No. 50 to the SW comer of Block 98, Columbia Heights Annex to Minneapolis. #3 That part of Lookout Place and that part of the vacated alley, as dedicated in the plat of Columbia Heights Annex to Minneapolis, lying N of the westerly extension of the S line of the northerly 12.5 ft of Lot 11 and lying S of the westerly extension of the N line of the Shalf of Lot 10. You are sent this notice because you own property within 350 feet of the subject property. All persons having an interest will be given an opportunity to be heard at the public hearing. Notice is hereby given that all persons having an interest will be given an opportunity to be heard. For questions, contact Perry Thorvig, Senior Planner, at (763) 706-3673. ('~ ~ ~ ~\ ~I ^, ~",// \ \(' Cl1:-f,/ %\"MI~~ ~~~ .-----<'" ~ ::rc.. cv,,~. ""',,/'r' I ..- "fa: '0 , . , <.f~ ~ ~'j,ITtF; ~u?i IU' r . I L.J ~ 1-' ~~~ I f):d . ~ "j . f ~0243-40~1 ~53b143 00;5 ,. ! D I: "'.;r - . ~" L-- ~~~ '..:"i.: .' oa~7 'l=j I'" - ...J.. ..~.I .."'''~ or ......~ : -~ ,~ :\,'0.., "'.- .. . .t'.. ,-.~,:". ....'l-if... , ~~ c I ~5J3 ~30 -";~'%~~9:: '.. ~oo~., ,02 ;:,' /~ Z ~-" - -. . '., _ '-rA ~ ~ ~302 ,-'3'f1" I ~;43~bb1~! rTITIIIm I I ,:' I ii I ~:. 1/ i, ,3!~! i-'~~ . : r--1' ~ 153024340004/ :: i I I ; ! Iii LllLLin I j J. J II .)> i /' : I I', I mTO . . " : I rii i '/. I L- ~__..: Ii! ! I, U.LLZ "''T''rI.J "'II=~ .......-po., ""~ _ ~...._ _ -u ~I :T1 m ~I ~!--. cd!!! " Parking lot at 334-40th Ave NE was designed to have cars enter from 40th Ave and exit on to Lookout Place. This has been the case for over 55 years. Parking lot is approximately 30 foot wide. With a normal size van being 18.5' long it would be impossible to drive in from 40th Ave NE and exit back to 40th Ave. The parking lot needs to remain drive threw, aligned to at lease an ally to enable customer to exit lot. u ( . " ~ Trucks can only access the basement garage door by backing in from Lockout Place. This door is the only truck entrance for the 5000 Sq Ft basement. Some accommodation must be made to allow truck with trailer access to the basement. Other wise the entire basement will be useless. - - ----:---.- - - "I '-. , ......., +......: "4t', ';:. r--:~",,:~,.,.~:.~.~~... ""..,,{" =--- . ", -- , ! .v.;_. __ ...__.....'. ~~__.:.. _:4 " . '.j I,.r) .,-l-- -J V) >...-.., , i i i I I I ,~ J , 'J '.',j ./ i'r:' .-/ /,~ ./ ~'0\.-/ .-/ c.f,_.:~'.\~"".-/ <: y,.- / \ \-<S,S\--\ ~ '/ / ;tt'..J'/O .-/ \~rGS t; / W , \)I(...r\ '/ f./) ,?-o / ;r o C::: a.. li~\ ! rr--. - , 0:) [",. / 1/1 l,~ I \, ", '--' -..:::-l t- r,- - 1...'1...-(.. :J /\. '-l -:0/ ... '/ i i I I i ( (/) !.La::: "'u ,...< C'iN ~,- trio O?\\ON P-- ~ / // 1- o --J / (J') u..W (1)a:: U 00< 0) 00<0 .,-...0) -q-o I -I r .J ',,'- -'i- rr-) 1,-' - ) 0,/ f") 8 NO/ldG ~ / SS3JJii I I I I i i I I I ;! JI ,. ,! .1 II II I I I i i d ~\ \\ "---,::. :::~//' \ / \ / I I . ^ 1;("'\1- _ i':::' r-- -Jj'\ 1 \. I n -- \:1'\/ ! Entrance of house at 325 Summit Street All Sarna's drawing shows the new alley less than 5 feet from the bottom step of the front door of the house at 325 Summit Street. I was told that there would be a sound barrier and trees between the house and any use the city would have for the property in front of the house. If the alley is placed as it appears on the Sarna's drawing (city option B) there would be no room for any sound barrier or trees. "" House on 49th Ave NE Please note that the city took the land because ,he alley or road 'Nas too close to the house on 49th Ave NE. Please note that there is more than 5 feet to the fence and the actual house less the lean to is at least another 10 feet away. If the side of the house on o.+9th Ave NE deserves more that a IS-foot buffer zone would not the 325 Summit house deserve at least the same considering that this is the front of the house. I, f~;;{~~,';:~~'?~r; -. ,,:,~.. .~h-$;~,W!f,-:~,~~ }, ~. .\;: C. ~ '~'. ;.:~.. .:) t~:"~:;'?:--'~~:;' . .:. "'!j;::.'(',-. ,-.( I :" 'ii" " I. '''l''''~' ' ~tli1'~i'~, \ ;' ,rt~'!/~' I:i rt f ;"', \: ij~!!',<" ",/~; \: j' ~~":":~ .~ "i"{~:' ,...~. : ~ .' ~ l' ?i ~~. '. . III.... . ,. \ ,t' '1,' ,.' ::.p;\ ,~ ' . 'd \ . 1,. ,'. I' ". ""~l;t~t: "t'~'J . '~;i,~ .~,. .'," ' , ,', .~\IJ . .~ . . ~.. ..... . ~~ ..', " " ".-',y., .I",r '" ~, .. ~. t. i. . '~:. , . .,' , ,~ .':.\ " ":,\:', . ',:. \. .,. ,~ ," , j " ,~ ",. t ' :. . . ;;-. ~ .' /, . I _/ :'...~!~~~..40. . I :l~ ...:= . '.l.dQ~;> 'I' :"\. '~I-' .,_~.~I..., ",.::::.:...~, ., ., ,-:... .......~ -'3; . 'I,. "~'... u '~ ~ I ... ,__. "'!:..,t - ~ n.('".. : i " . '",;,M,' 1:':' ,\'.'. .... ~?~...,w~"' 14."..... .. ... ;~J:~;.:~r5:~~t.~.: ,- ,I' . ~': <, . 'l~.\"'i'. , ',~'l:' \ \,:/.,.: t . ~'~.,: ,'. \~:';' 'r,~\~~-' , t, J'f ,\..1', \ .~ \, '\"'~.' :;:'\1, i :: :.'" .~.~ I~" j' ", I'., ': :~~....\ .., "I~ '.)~ :, ~:;?\~~~~~: . ',;.,<}{ ;. "\"':, :' II . ~. -, ,. '. C'.~ J . , ',~, ;"t.... ',,' , \ ~ "; , ,'>-1 ."';.'" . , > " , " ",1. '. " .... , '~ .. . ~\ Elemetal :VIE Global :i1c, North parking lot at 3 P:VI Tuesday July 5, 2005 :--rote: To the south of the proposed Sarna's Restaurant are two underused parking lots for the Elemetal :VIE Global Inc o{fice building. The city may want to look at other options for parking sights for the Sarna's Restaurant other than those currently being proposed. ~ Elemetal ME Global Inc. South parking lot at 3 PM Tuesday July 5,2005 :~~~~~?;;~:~~'4'~t?4~~:~'; ~- ::~.. ..... .'" July 'l, 2005 Summary It is my hope that any plan approved by the Columbia Heights Planning and Zoning Commission for the development on 40th Ave and University does not affect the adjacent property home owners and businesses in a seriouly negative way that includes but are not limited to the following concerns: · That t.he parking lot of the business at 334-40th Ave is not dead-ended which would force their customer to have to back out of the parking lot on to 40th Ave. cOO · That nothing be allowed that would not allow truck/trailer access to the West side basement garage door entrance at the business at 334 40th Ave. · That any approved plan would allow for sufficient space in from of the front door of the house at 325 Summit Street to 1llow enough space to get out of :he house, and for a functional sound barrier wall camoutlaged with trees that would be pleasing to the eye. Please consider what you feel would be appropriate if this were your house I want to thank all of the members of the Columbia Heights Plan.l1ing and Zoning Commission for taking the time in addressing these concerns and the other concerns of the neighborhood. I also \vant to invite all of the members of Columbia Heights PlaMing and Zoning Commission to allow me to give you a guided tour of properties mentioned loove. Sincerely, ?vfichael Gondek 763-738-8200 Castle " 2!~'~a!2~un~~g, Inc. 334 40th Av NE · Columbia Heights MN 55421-271 7 · 763-788-8200 Phone. 763-788-0025 Fax July 26, 2005 Columbia Heights Economic Development Authority 590 40th Ave NE Columbia Heights MN 55421 Dear Commissioners: '"' My building at 334-40th Ave is a 10,000 square foot building of two floors of 5,000 square feet per floor. The lower level has two doors. One 3' door opening onto the alley on the southwest comer of the building and a 9' main freight door on the southeast end of the building with truck access to the building's lower level to Lookout Place. Any elimination of truck access to this door makes the lower level of 5,000 square feet unusable for any business purpose. I have expressed my concern about this issue to the city manager, to the city EDA department and to the City Council members since I learned of the intentions to close off portions of Lookout Place adjacent to my building. I have always been assured that I would retain truck access to the lower freight door and to the upper loading dock would be retained. In the Agenda for the July 26th 2005 (EDA) meeting the city staffis suggesting: (Page 2 Point #10) "The developer would agree to enter into an easement to grant access through the development property for 334-401h Ave to provide access to their existing driveway/garage. However. this easement would terminate upon the sale of the property or the termination and use of the basement overhead garage door." This is totally unacceptable. Not having truck access to the lower level freight door would make the lower level of the building unusable and devalue the building considerably at time of sale. This easement should not have any expiration clause. I ask that: · Add to the first sentence grant truck access of 16' wide by 35' long & ''with exit privileges through parking lot" "The developer would agree to enter into an easement to grant truck access of 16' wide by 35' long through the development property for 334-40th Ave to provide access to their existing driveway/garage ''with exit privileges through parking lot" · The Columbia Heights (EDA) strikes the sentence: "However, this easement would terminate upon the sale of the property or the termination and use of the basement overhead garage door." Thank you for your concerns in this matter. Michael Gondek Page 1 of 1 ~Homl;; EI ~ f'anrHe Mal;; Single ranlll, B ~ Selllllg GUICt:' EI ~ PartXII !:>roleet Stallparas \Uo/30/0;!, EI ~ XIL.C;tlap(~r .0, ~egal ReqUirements \U6iJ0/0:': -'" XII, 609: Condominium Unit Owner's Rights and DUDes (06/30/02) t. UQ.9ne ,Level o 2<!LJ~Q~~QJ}9(}I!lJ!1lum UJJ!LUwflers_&gnJ~ ClJ1C QUtL~~ l l,Ibi3(JJOL o )(!LQQ\,Un,;,J~!9DLQL!D9.Le~;;__<:IJ!P E:grSl,S? LV6j;JQlOL, o .x,ILQ.O!LQ;!:_,Llmil<'!J!Qn~...9!LAblhJY [0 ,;3~i1 \Q6/:10/02, o Xl!' f?Q9_c,Q:J_~,,-e~Slnq Restrlellon~ l.QtJj:;lOlO:':~-, o XIUi09.04. ,RestnQtlQn~Q[l, MortgaSJlf19 Units l1l6/~O/0_;!; .... -. http://www.allnigs.com/efnmaltoc/toc.asp 7/26/2005 Page I of 1 XII, 609.02: Limitations on Ability to Sell (06/30/02) Generally, the project documents cannot restrict the unit owner's right to sell, transfer, or convey his or her unit. However, they may provide for limitations that restrict occupancy to persons of certain age groups, as long as the limitations are legally valid and necessary to maintain the character of the particular project. The project documents may provide that, in the event of a proposed sale by a unit owner, the owners' association will be granted the right of first refusal to purchase the unit (or to provide' a substitute buyer) at the same price and under the same terms and conditions that would be offered to any other purchaser, as long as · the right to purchase is exercisable only as a means of insuring owner-occupancy of the unit that is being sbld, or for some other lawful purpose that serves the best interests of the owners' association and its members; · the right to purchase and the manner in which the owners' association exercises it comply with applicable law; and . · the right to purchase may be exercised only if the owners' association gives the unit owner written notice of its intent to exercise the option within 30 days after it received the unit owner's notice of the proposed sale and then only if the owners' association (or its substitute buyer) has the ability to exercise due diligence in completing the purchase of the unit promptly and properly. The owners' association should not be given this right of first refusal with respect to any lease, sale, or transfer of a unit in connection with a mortgage foreclosure (or the acceptance of a deed in lieu of foreclosure) or with respect to any sale or transfer by the mortgage holder or other party who acquired the unit in connection with the foreclosure or deed-in-lieu. http://www.allregs.comlefumal doc/ doc.asp? doc=&path=fumalselling/part - xii/xii -ch-6/xi i -... 7/26/2005 Page 1 of 1 XII, 609.03: Leasing Restrictions (06/30/02) The project documents must require that any lease or rental agreement be in writing and be subject to the requirements of the documents and the owners' association. They generally should not include restrictions relating to the term of any lease or rental agreement. " -4' , http://www.allregs.com!efumal doc/ doc. asp? doc=&path=fnmaJselI inglpart - xii/xii -ch-6/xii -... 7/26/2005