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HomeMy WebLinkAboutContract 19971997 E CTION COPS' CONTRACT FOR PRIVATE REVELOPIVIENT By and ~et~veen COLIJIl~ISIA DEIGDTS ECONOMIC I)EVELOPii~IENT AUTDO TS' COLIJli~IBIA DEIGDTS, ]O~IINNESOTA and GREATER 1ViETROPOLITAN DOUSING C® ORATION I9ated as of: May 14, 2007 This document was drafted by: KENNEDY & GRAVEN, Chartered (MTN) 470 US Bai~lc Plaza 200 South Sixth Street Minneapolis, Mirn~esota 55402 Telephone: (612) 337-9300 3losss~~ MTr: cr~2os-~1 'T I.E ~F C~iIT'I'EI~'I'S PREAMBLE ............................................................................................................................1 ARTICLE I Definitions Section 1.1. Definitions ..........................................................................................................2 ARTICLE II Representations and Warranties P y 'ty ....................................................................... Section 2.1. Re resentations b the Authors 4 Section 2.2. Representations and Warranties by the Redeveloper .........................................4 ARTICLE III Acquisition and Conveyance of Property Section 3.1. Status of RedP~/Plopment Property ............................ .........................................6 Section 3.2. Terms ........................................................................ .........................................6 Section 3.3 Authority Assistance ................................................. .........................................6 Section 3.4 Tit1e ......................................................... ..............................7 Section 3.5 Place of DocLUnent Execution ................................... .........................................7 Secticn 3.6. Business Subsidy ...................................................... .........................................7 Section 3.7. Enviromnental Conditions ........................................ .........................................7 Section 3.8. Loolc-Back Participation ........................................... .........................................8 Section 39. Records ..................................................................... .........................................9 ARTICLE IV Construction of Minimum Improvements and Public Improvements Section 4.1. Construction of Minimum Improvements and Public Improvements ...............8 ........................................................................ Section 4.2. C OnStruGtiuil PiaiiS ~~~~~~"~"`~ .............................. Section 4.3. Completion of Construction ......................... Section 4.4. Certificate of Completion ..................................................................................9 ARTICLE V Insurance Section 5.1. Insurance ..........................................................................................................11 Section 5.2. Subordination ...................................................................................................12 Section 5.3. Qualifications ...................................................................................................12 310855v2 MTi~t CL205-41 i ARTICLE VI Taxes Section 6.1. Right to Collect Delinquent Taxes. Section 6.2. Review of Taxes ............................ ARTICLE Vii Financing .............................................................13 .............................................................13 Section 7.1. Mortgage Financing .........................................................................................14 ARTICLE VIII Prohibitions Against Assigmnent and Transfer; Indemnification Section 8.1. Representation as to Redevelopment ...............................................................15 Section 8.2. Prohibition Against Redeveloper's Transfer of Redevelopment Property and Assigrunent of Agreement ...............................................................................15 Section 8.3. Release ahd Ihdemnif cation C.ovenants ..........................................................16 ARTICLE IX Events of Default Sectiali 9.1. Events of Default Defined ..................::......,..,,,...............................................18 Section 9.2. Remedies on Default ........................................................................................18 Section 9.3. No Remedy Exclusive ......................................................................................19 Section 9.4. No Additional Waiver Implied by One Waiver ...............................................19 Section 9.5. Attorney Fees ...................................................................................................19 AR"I'ICLE X Additional Pravisions ,. ,.. , ~ecllan 1 V. l . r n• _r T__+__._,.+,.. A„+t..,.,.;~,. D~,,-.,-Ara„+n+;,~PO 1~Tnt l.Ulll11GL U1 u1LG1cJLJ, nu~uvit~y ~.~y~~~.,~~~u~,..,~ ~ ..,~ Tnr3ivt~7ta~~V j.ta~l~P, _ ---.7~} ~~_~~ ~ ~~-w_-_~ ~--°--- --~ Section 10.2. Equal Employment Oppartlulity ............................... .......................................20 Sectian 10.3. Restrictions on Use ................................................... .......................................20 Section 10.4. Provisions Not Merged With Deed ........................... .......................................20 Section 10.5. Titles of Articles and Sections .................................. .......................................20 Section 10.6. Notices and Demands ............................................... .......................................20 Section 10.7. Counterparts .............................................................. .......................................21 Section 10.8. Recarding .................................................................. .......................................21 Section 109 Amendment ............................................................... .......................................21 . Section 10.10. Authority or City Approvals ..................................... .......................................21 Section 10.11. Termillation ............................................................... .......................................21 EXHIBIT A Legal. Description of Redevelopment Property EXHIBIT B Pureliase Agreement 310855v2 MTh1 CL20>-4I lI EXHIBIT C Concept Materials for Redevelopment Property EXHIBIT D Certificate of Completion 3108»v2 MTN CL205-41 111 C®I~T CT lE+'~R P VA'J['E REI~EVELPIYIEI~'I' THIS AGREEMENT, made on or as of the 14`'' day of May, 2007, by and between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a public body corporate and politic (the "Authority"}, established pursuant to Mim~esota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act"), and GREATER METROPOLITAN HOUSING CORPORATION ("GHMC"}, a Minnesota non-profit corporation (the "Redeveloper"). WITNESSETH: WHEREAS, the Authority was created pursuant to the Act and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Columbia Heights ("City''); and WHEREAS, the City and the Authority (as successor to the Housing and Redevelopment Autharity in and for the City of Columbia Heights) have undertaken a program to promote redevelopment of iand which tlia`i is characterized by blight and blighting factors txlithil2 tl~ae City pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act"}; and WHEREAS, pursuant to the Act a11d the HRA Act, the Authority is authorized to undertake certain activities to facilitate the redevelopment of real Redevelopment Property by private enterprise; and WHEREAS, the Authority believes that the redevelopment of the Redevelopment Property pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and. the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as foiiuws: AR'I'ICI,E I efi~sitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: ``Act" means the Economic Development Authority Act, Mimzesota Statutes, Sections 469.090 to 469.108, as amended. "Agreement" means t11is Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Columbia Heights Economic Development Authority, or aa~y successor or assign. ``Authority Representative" means the Executive Director of the Authority, or any person designated by the Executive Director to act as tl2e Authority Representative for the pumoses of this Agreement. "Business Day" means any day except a Saturday, Sunday, legal holiday, a day on winch the City is closed for business, or a day on which banking institutions in the City are authorized by law or executive order to close. "Certificate of Completion" means the certification provided to the Redeveloper, or the purchaser of any part, parcel or unit of the Redevelopment Property, pursuant to Section 4.4 of this Agreement. "City" means the City of Columbia Heights, Mimlesota. "Construction Plans" means the plans, specifications, drawings and related documents an the C011strUCtloll WOl"k t0 be perforlnea by Ine KeQeVelUpeT on ~~iC ncucvcloy,ii~~i~ + ivyvi ~,r which a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following for each building: (1) site plan; (2) foundation plan; (3) basement plans; (4) floor plan for each floor; (5} cross sections of each (length and width}; (6) elevations (all sides}; (7} landscape plan; and (8) such other plans or supplements to the foregoing plans as the Authority may reasonably request to allow it to ascertain the nature and quality of the proposed construction work. "County" means the County of Anoka, Mim~esota. "Event of Default" means an action by the Redeveloper listed in Article 1X of this Agreement. 310$55v2 MTN CL205-41 "Holder" means the ovnler of a Mortgage. "Minimum Improvements" means the division of the Redevelopment Property into two lots and the construction of a single family home on each lot with associated ameiuties. "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in part, with the Redevelopment Property and which is a permitted enetunbrance pursuant to the provisions of Article VIII of this Agreement. "Redevelopment Property" means the Redevelopment Property so described on Exhibit A. "Redeveloper" means Greater Metropolitan Housing Corporation or its permitted successors and assigns. "State" means the State of Mimzesota. ``Tax Official" means any County assessor; County auditor; County or State board of equalization, the connnissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Termination. Date" means the date the Authority or City issues the Certificate of Completion. "Transfer" has the meaning set forth in Section 8.2(a} hereof. ``Unavoidable Delays" means delays beyond the reasonable control of the party seeking to be excused as a result thereof which are the direct result of war, sigiuficant weather conditions such as floods; tornadoes, or the like, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation connnenced by third parties which, by nn+,~., ,,,. ~+h~r ~;,r;ta,- ;,,rt;r;at arx;nn_ cirectly results in delays, or acts of any federal, state or local govermnental unit (other than the Authority in exercising its rights under this Agreement) which directly result in delays. Unavoidable Delays shah not iriciude delays ire the Redeveloper's obtaining of permits or govenunental approvals necessary to enable construction of the Minimum hnprovements by the dates such construction is required under Section 4.3 of this Agreement. 310855v2 MTN CL205-41. 'TICI.,E II I~epreseaatatinns and ~a~ranties Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The activities of the Authority are undertaken to foster the redevelopment of certain real Redevelopment Property which for a variety of reasons is presently underutilized., to eliminate current blighting factors and prevent the emergence of further blight at a critical location i11 the City, to create increased tax base in the City, to siimuiate further development in the City as a whole. Section 2.2. Representations and Warranties by the Redevelot~er. The Redeveloper represents aiid wal~alits that: (a} The Redeveloper is a non-profit corporation duly organized and in good standing under the laws of the State of Minnesota, is not in violation of any provisions of its articles of incorporation or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement anal has duly aulaorized the exeo,ltian, delivery and performance of this Agreement by proper action of its governing body. (b) Upon acquisition of the Redevelopment Property, the Redeveloper will cause the Minimum Improvements to be constructed in accordance with the terms of this Agreement and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoiung, building code and public health laws and regulations). (c) The Redeveloper has received no notice or commuzucation from any local, state or federal official that the activities of the Redeveloper ur sue nu~i,oii~y lrtay ~~ or w~~~ ~~ ~~_ violation of any enviromnental law or regulation (other than those notices or communications of which. the Authority is aware}. The Redeveloper is aware of no facts the existence of which would cause it to be in violation of or give any person a valid claim under any local, state or federal enviromnental law, regulation ar review procedure. (d) The Redeveloper will cause the Minimum Improvements to be constructed in accordance with all local, state or federal energy-conservation laws ar regulations. (e) The Redeveloper will obtain or cause to be obtained, in a timely manner, all required permits, licenses and approvals, and will meet. in a timely manner, all requirements of all applicable local, state alld federal laws and regulations which must be obtained ar met before tl3e Minimum Improvements may be lawfully callstructed. 310$Sw2 MTN CL20~-41 ~. (f) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the teens and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of the teens, conditions or provisions of any corporate restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which tl~e Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (g) The Redeveloper shall promptly advise the Authority in writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any govenvnental authority materially affecting the Minimum Improvements or materially affecting Redeveloper or its business which may delay or require changes in construction of the Minimum Improvements. 310855v2 MTN CL205-41 AI2.'TICI~ III Aequisitis~n and Cmnveyance of Pr€~i~e Section 3.1. Status of Redevelopment Property The Authority has entered into that certain Purchase Agreement and Counter Offer between the Authority and AMC Mortgage Services (the "Seller") dated May 8, 2007 (the ``Purchase Agreement"), for the sale of the Redevelopment Property to the Authority for the sale price of $86,000, attached as Exhibit B. At or before closing on the Purchase Agreement (the "Closing"}, the Authority will assign the Purchase Agreement and the Redevelopment Property to the Redeveloper. Section 3.2. Terms. (a) At or before Closing, the Authority shall assign all its right, title and interest in the Purchase Agreement to the Redeveloper. At Closing, the Redeveloper will tender the sale price to the Seller and otherwise comply with the requirements of the Purchase Agreement. (b) Redeveloper shall, if required by the City, at its cost, prepare and obtain approval by the City of a plat of the Redevelopment Property in accordance with City ordinances a11d procedures, to create iwo parcels or lots, upon which will be col~str',~cted a single family home on each parcel or lot (the "Minimum hnprovements"), such parcel or lot leaving the approximate size and configuration shown in the concept materials (the "Concept Materials") attached as Exhibit C hereto, provided to staff of the Authority, with the construction of the Minimum Improvements govenzed by Article IV of this Agreement. (c) The closing on conveyance of the Redevelopment Property from the Seller to the Redeveloper pursuant to the assignment of the Purchase Agreement by the Authority to the Redeveloper, shall occur on or before May 25, 2007, or at such other date as the parties hereto agree in writing ("Closing"). (d) The Redeveloper shall pay the Seller $86,000 for the purchase of the Redevelopment PrnnPrty at C`'lncina ~.,t,.. .~ .._ _-----a- Sectloll 3.~. Authority ASSlstanCe. ~a) 11l OrCler TO IilCllllate cUilSttucll6ii vi ui~ lvuttiuiuiii Improvements which will achieve approved goals and objectives of the Authority, the Authority will undertake to pay $65,050 of the cost of acquisition of the Redevelopment Property (the "Authority Assistance"). (b) The Authority Assistance shall be provided to the Redeveloper upon satisfaction of the following conditions precedent: (i) I'do Event of Default under this Agreement or event which would constitute such an Event of Default but for the requirement that notice be given or that a period of grace ar tune elapse, shall have occurred and be continuing; (ii} Redeveloper has submitted, and tl~e Authority leas approved, Construction Plans for the Minimum Improvements in accordance with Article IV hereof; and 31 ORSSv2 M7N CL20~-41 2 (iii) Redeveloper has completed construction of the Minimum Improvements and been issued the Certificate of Co1l~pletion as provided in Section 4.4. of this Agreement. Section 3.4. Title. (a) The Redeveloper a11d Authority understand that Redeveloper has reviewed a11d approved the state of title to the Redevelopment Property at the Redeveloper's sole cost and expense, and as described in the Title Collunit111ent provided by AMC Mortgage Services to the Authority (the "Co1111nitment"). (b) The Authority shall take no actions to encumber or otherwise adversely affect title to the Redevelopment Property. Section 3.5. Place of Document Execution Delivery and Recording. {a} U111ess otherwise mutually agreed by the Authority, the Seller and the iedeveloper, the execution and delivery of all deeds, documents and the payment of the purchase price shall be made at the location provided for Closing under the Purchase Agreement and as agreed by the parties. {b) Tl1e Deed shall be in recordable form a11d shall be promptly recorded in the proper office for the recordation of deeds a11d other instruments pertaining to the Redevelopment Property. (c} The closing costs shall. be allocated and paid as set forth. in the Purchase Agreement. Section 3.6. Business Subsidy. The parties agree and understand that the financial assistance under this Agreement that benefits the Redevelopment Property does not constitute a business subsidy pursuant to Minnesota Statutes Section 116J.993, subd. 3, clause (7) (the "Business Subsidy Act") because the assistance is to accomplish redevelopment of the Redevelopment Property, anal is assistance for housing. The Redeveloper releases and waives a„~T rta,,,, a,~~;,,ct the ~.'itv and the Authority and their respective governing body members, ,,,.~~J .,~»..~~~ __a_.____ _ __. officers, agents, servants and employees thereof arising from application of the Business Subsidy ACt t0 this Agreement, 111CtUd111g W1t11oLlt hmltatlon any clalnl "lhal 111C t~uuivti~y iaucu tv vviii~iy with the Business Subsidy Act with respect to this Agreement. Section 3.7 Enviromllental Conditions. (a} Tl1e Redeveloper acknowledges that the Autllority makes no representations or warranties as to the condition of the soils or enviromnental conditions on the Redevelopment Property or the fitness of such Redevelopment Property for construction of the Minimum hnprovelnents or any other purpose for which the Redeveloper may lnalce use of such Redevelopment Property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority or the City for any contamination of the Redevelopment Property nor imposes any obligation on such parties to participate in any cleanup of such Redevelopment Property. The Redeveloper is purchasing the Redevelop111ent Property in an "as is" and "with all faults" condition and as pursuant to the Purchase Agreement. 310855v2 M'TN C~L205-41 ~ (b} Without limiting its obligations under Section 8.3 of this Agreement the Redeveloper further agrees that it will indemliify, defend, and hold hal7nless the Authority, the City, and their governing body members, officers, and employees, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in t11e Redevelopment Property and the activities of ax7y contractor or agent of the Authority in conducting its activities on the Redevelopment Property. Section 3.8 Look-Back Participation. The parties agree that the Redeveloper intends to sell the homes constructed on the Redevelopment Property for the target price of $235,000 each (the "Target Price"}. If a home is sold for a purchase price in excess of the Target Price (the "Excess Profit"), the Excess Profit shall be split equally by Redeveloper alld the Authority. In addition, if Redeveloper's development expenses are less than $535,050 (the ``Development Profits"} (the projected acquisition, demolition and construction costs of the Redeveloper (the "Redevelopment Costs"}, such Development Profits shall be split equally by Redeveloper and the Authority. "I"11e total Look-back Participation of the Authority (collectively, ore-half of the Excess Profits and one-half of the Development Profits) shall not exceed the amount of Authority Assistance ($65,050}. The Redeveloper shall provide documentation sufficient in t11e judgment of the Authority to verify the Redeveloper's Redevelopment Costs and sale price of each home. Tl7e Authority shall not be responsible for airy deficit i„c,,,rred by the Redeveloper in the acquisition, construction or sale of the Minimum Improvements. The provisions of this Section 3.8 shall survive the conveyance of the Deed for the Redevelopment Property, the Certificate of Completion for any portion of the Minimum Improvements and the subsequent conveyance of any deed thereof to a subsequent purchaser. Section 3.9. Records. The Authority or its representatives shall have the right at all reasonable times after reasonable notice to inspect, examine anal copy all books and records of Redeveloper relating to construction of the Minimum Improvements. 31085Sv2 MTN CL205-4I A 'I'ICLE I~ Ca~nstruction of l~'Iinitnuin Irn~roye~nents and Public I rovements Section 4.1. Construction of Minimum hnprovelnents and Public Improvements. The Redeveloper agrees that, upon acquisition of the Redevelopment Property, it w111 construct or cause construction of the Minimum Improvements on the Redevelopment Property, in substantial conformance with the Redeveloper's pro forma submitted to the staff of the Authority and the approved Construction Plans, and at all times while Redeveloper owns the Redevelopment Property, will operate and maintain, preserve and keep the respective components of the Minimum Improvements or cause such components be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. r ~i_ Section 4.2. Construction Plans. (a) Before commencement of construction o~ ~~~c Mil~imum Improvements the Redeveloper sha1.1 submit to the Authority the Construction Plans. The Construction Plans shall provide for the construction of t11e Minimum Improvements and shall be in conformity with this Agreement and all applicable State and local laws and regulations. The Authority Representative will approve the Construction Plans in ~,~~riting ifs (il the Construction Plans conform to the teens and conditions of this Agreement; (ii) the Construction Plans conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans confol~n to all applicable federal, state and local laws, ordinances, rules and regulations; (iv} the Construction Plans are adequate to provide for construction of the Minimum Ilriproveinents; (v) the Constructloli Plans do 11ot provide for expenditures in excess of the funds available to the Redeveloper from all sources (including Redeveloper's equity) for construction of the Minimum Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a review by the City's Engineer and Building ®fficial of the Construction Plans. No approval by the Authority Representative shall relieve the Redeveloper of the obligation to comply with the teens of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws, ordinances, rules anld regulations, or to construct the Minimum Improvements in ~.(,,-rl~,>nn t11P,~aix~ith 1tT(} aT11'1rnVa1 by the Authority Representative shall constitute a waiver of ac~.viuwiv~+ «..,... ........ .. .., -.rr-- ~--- -~ an Event of Default. If approval of the Construction Plans is requested by the Redeveloper i11 ~ ___._~.._,,.a ,,,.i<,,,~ writing at the time of submission, such Construction Plans shad ae aeeilleu atrj~lvvcu u~~~~~~ rejected in writing by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the reasons therefore, and shall be made within 15 days after the date of their receipt by the Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within 15 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority Representative's approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements to be constructed in accordance with said plans} comply to the Authority's satisfaction with tl~le previsions of this Agreement relating thereto. 31~855v7 MTN CL205-41 ~ (b) If the Redeveloper desires to make any material change in the Construction Plans after their approval by the Authority, the Redeveloper shall submit the proposed chaalge to the Authority far its approval If the Construction Plans, as modified by the proposed change, conform to the requirements of Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or in part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such rejection shall be made within 15 days after receipt of the notice of such change. The Authority's approval of any such change in the Construction Plans will not be unreasonably withheld. Section 4.3. Completion of Construction. (a} Subject to Unavoidable Delays, the Redeveloper must commence construction of the Minimum Improvements by July 1, 2007 and must substantially complete construction of the Minimum Improvements by Decem'6er 31, 2Qu7. All warp with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority and the City. If the Redeveloper is inakiiig substantial progress with respect to the redevel_np,nent project, and is unable to meet one or more of the above-referenced deadlines, the Authority and the Redeveloper shall negotiate in good faith for a reasonable period to extend the time in which necessary action(s) must be taken or occur, the lapse of which time would otherwise constitute a default under this Agreement. (b) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopanent of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed subject to Unavoidable Delay within the period specified in this Section 4.3 of this fTYPP7Y1 Pl'it r,,,hcen„ent tc, cc~nvevance of the Redevelopment Property, or any part thereof, to a mob. vvr.....~~... --».~--__1 ______ _. the Redeveloper, and Lu1ti1 construction of the Minimum Improvements 17as been completed, the Redeveloper shall make reports, il~ such detail and at such limes as iiiay reasonably be requested by the Authority, as to the actual progress of the Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a} Promptly after substantial completion of the Minimum Improvements in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates for completion thereof), the President and Executive Director of the Authority shall furush the Redeveloper with a Certificate of Completion in substantially the form attached as Exhibit D. Such certification shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the relevant component of the Minimum Improvements anal the dates for the completion thereof. Such certification and such determination shall not constitute evidenc-e of compliance wit1~ ar satisfaction of any obligation 31085w2 MTN CL?OS-41 (~ of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Miilinluill hmprovements, or any part thereof. (b) The Certificate of Completion provided far in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the proper office far the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the President and Executive Director of the Authority shall refuse or fail to provide ally certification iia accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perfoi-im in order to obtain such certification. r ~,. 1. ,,l L. t, .ao n eve (C~ 'l he COriStrUCtlon Of the iVllllimum iiTlproveilieil[J Snail v~., ut.emed tv substantially completed when the Redeveloper has received a certificate of occupancy from the City, and all site improvements have been substantially completed as reasonably determined by the Authority Representative. 330855v2 MTN CL205-41 7 A~'I'ICLE V Insurance Section 5.1. Insurance. (a} The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements all Ali Risic Broad rornl Basis Insurance Policy and, from time to time during that period, at the request of the Authority, furnish the Authority with proof of payment of premiums on policies covering t11e following: (i) Builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in non-reporting form on t11e so-called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a ciau5c iii vn11 a11d content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contiligelit liabihty, operations of subcontractors, completed operations and contr"actual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and Redevelopment Property damage of not less than $1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); (iii) Automobile liability insurance to cover claims for damages because of bodily injury or death of airy person or Redevelopment Property damage arising out of the ownership, maintenance or use of any motor vehicle of not less than $1,000,000; and (iv) Workers' compensation insurance, with statutory coverage. (hl All insurance required in Article V of this Agreement shall be taken out and .-, maintained in responsible insurance companies selected by the Redeveloper which are ~ a ~_,.....t,_ a t~.,ll +1,P aut11or1Zed u1lCler the laws Ot t11e Mate t0 aSSUllle ille r1Sl5 t;Overeu ttlclcv~, anu Suaii naive «..., Author°ity, the City anal any Mohtgagee as an additional named insured thereunder. Upon request, the Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to t11e Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper play maintain a single policy, blanket or umbrella policies, or a combination thereof, having the cove-rage required herein, i11 which. event the Redeveloper s11a11 deposit wit11 the Authority a certificate or certificates of t11e respective insurers as to t11e amount of coverage i11 force upo11 the Minimum I111provements. ~lasss~? M1N cl.aos-al g (c} The Redeveloper agrees to notify the Authority il?unediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum hnprovements or any portion thereof resulting from flre or other casualty. In such event the Redeveloper will forthwith repair, reconstruct and restore the Minimum Improvements to substantially the salve or an improved condition ar value as it existed prior to the event causing such damage and, to the extent necessary to accon?plish such repair, reconstruction and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redevei~per to the payment or reimbursement of the costs thereof. The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, whether or not the net proceeds of insuralce received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction anal restoration sl?all be the Redevelopment Property of the Redeveloper. (d) The Redeveloper al?d the Authority agree that all of the insurance provisions set faith in this Article V shall terminate on the Termination Date. Section ~.2. Subardlnatlol?. I~Tatwltl?stal?ding ?~1Srthing to tl?e cpt?tTaYy Cantallled In th1S Article V, the rights of the Authority with respect to the receipt al?d application of any proceeds of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a Mortgage approved pursuant to Article VII of this Agreement. Seciioi? ~.3. C~ualif~catiol?s. NotT,~~ithstanding anytl~~il?g herein to tl?e cal?trary, tl?e parties acknowledge and agree that: (a} Upol? transfer of the Redevelopment Property or portion thereof to another person or entity, the Redeveloper will remain obligated under Section 5.1 hereof relating to such portion transferred, unless the Redeveloper is released from such obligations in accordance with the teens and conditions of Section 8.2(b)- (d) hereof. 310855v2 M'PN 01.,205-4I } AR~'ICLE ~I Taxes Section 6. L Right to Collect Delinquent Taxes. The Redeveloper aclalowledges that the Authority is providing financial assistance in furtherance of the redeveiopriiciit described in this Agreement, and that part of the consideration for such assistance is the improvement of tax base in the City. To that end, the Redeveloper agrees for itself, its successors anal assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property a11d the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right prior to the Termination Date to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to th2e county auditor. In aa~y sucl= suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the Termination Date, it will not cause a reduction i~~ the real Redevei_op~ment Property taxes paid in respect of the Redevelopment Property through: (A) willful destruction of the Redevelopment Property or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed Property pursuant to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the Termination Date, apply for a deferral of Redevelopment Property tax on the Redevelopment Property pursuant to a~~y law, or transfer or permit transfer of the Redevelopment Property to any entity whose ownership or operation of the Redevelopment Property would result in the Redevelopment Property beil~g exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or Authority in accordance with this Agreement). 310855v2 MTN CL20~-41 1 Q A>~2'TICLE VII Finarlcim~ Section 7.1. Mort6a~e Financing. (a} The Redeveloper shall obtain one or more CO1T11n1tmentS for f1na11Clllg which, together Wltl1 COmmltted eClulty IOT sUCll CoiistrilCtioii, is sufficient for payment of the Construction Costs for the Minimum Improvements. Such commitments may be short tenll financing, long term mortgage financing, a bridge loan with a long term take-out financing colllrnitment, or any combination of the foregoing. (b} In the event that there occurs a default under any Mortgage obtained by the Redeveloper pursuant to Section 7.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shad have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the Mortgage documents. Ill the event there is all event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of default grvell by the Authority pursuant to Article IX of this Agreement. (c) In order to facilitate the securing of other financing, the Authority agrees to subordinate its rights under this Agreement provided that such subordination shall be subject to such reasonable teens and conditions as the Authority and Holder mutually agree in writing. 3losssva ~~ cr.~os-~1 11 ARTICLE VIII PrahBbatia;ns A~a2ns$ Assi~nYnent and Transfer; Inde~nnificatian Section 8.1. _Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to the Agreement, are, anal will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper's Transfer of Redevelopment Property and Assignment of Agreement. The Redeveloper represents aizd agrees that prior to issuance of the Certificate of Completion for the Minimum Improvements: (a) Except as specifically described in this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assigaunent, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or airy contract or agreement to do any of the wane, to any person or entity (collectively, a "Transfer"}, without the prior written approval of the Authority's board of comm~issioners. The term "Transfer" does not include (i) encumbrances made or granted by way of security for, amd only for, the purpose of obtaining construction, interim or permanent financing necessary to enable the Redeveloper or any successor in interest to the Redevelopment Property or to construct the P~il3iiiiuili u~~provements or component thereof; (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum hnprovements; or any (iii) sane of a single family home constituting a portion of the Minimum Improvements to a purchaser who will accupy such home as the purchaser's principal place of residence. (b) If the Redeveloper seeks to effect a Transfer prior to issuance of the Certificate of Completion, the Authority shall be entitled to require as conditions to such Transfer that: ...-._ r _.__ ~i_,.it t,.. +t.. ,,,,.,i;f;~~t;l.,,~ ar'~ finanria~ lj~ any propUSeu l.rcLllsleleG J11All llU~e uic tluuiiuvuuvu., ~.. ~~~~~~--~...._ responsibility, in the sole and reasonable judgment of the Authority, necessary anal adequate to fulfill. the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred; and (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public laird records of Anoka County, Mimzesota, shall, far itself and its successors alld assigns, ai7d expressly for the benefit of the Authority, have expressly asstumed all of the obligations of the Redeveloper under this Agreement as to the portion of the Redevelopment Property to be transferred and agreed to be subject to all the conditions and restrictions to which the Redeveloper is subject as to such portion; provided, however, that the fact that any transferee of, ar any other successor in interest whatsoever to, the Redevelopment Property, or any pal-t thereof, shall pat, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed 3I0855v2 MTN CL205-4I 12 to in writing by the Authority} deprive the Authority of any rights or remedies ar controls with respect to tl2e Redevelopment Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether volwitary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the Redevelopment Property that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, such transfer or approval by the Authority thereof shall not be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the Redevelopment Property, from any of its obligations with respeci thereto; anal (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interesi in this Agree~nciit or the Redevelopment Property governed by this Article VIII, shall be in a form reasonably satisfactory to the Authority. (c} If the conditions described in paragraph (b) are satisfied in the sole judgment of the Authority, then the Transfer will be approved and the Redeveloper shall be released from its obiigatian under this Agreement, as to t13e portion of floe Redevelop~r~ent Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance with the terzls of this Article. (d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this Agreement with respect to such Redevelopment Property without the prior written consent of the n ,s+r,„ -,,-~~ Section 8.3. Release and Indemnification Covenants. (a} The Redeveloper releases from anal covenants and agrees that the Authority and the City and the governing body members, officers, agents, servants and employees thereof shall not be liable for and agrees to indemnify and hold har111ess the Authority and the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to Redevelopment Property or any injury to or death of any person occurring at ar about or resulting from any defect in the Minimum Improvements ar the Public hnprovements, except far any such damages or injuries directly related to the gross negligence of the Authority or the City. (b) Except for any willful or negligent misrepresentation or any willful or wanton Ynisconduct or negligence of tl~e following named parties, tl~e Redeveloper agrees to protect and defend tl~e Authority and the City and the governing body members, officers, agents, servants and employees thereof (the "Indennifed Parties"}, now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding 31(?8~Sv2 MTN ~`L,205-41 1 j whatsoever: by any person or entity whatsoever arising or purportedly arising froze this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c} Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and except for any breach by ally of the Indemnified Parties of their obligations under this Agreement, the Indei~ified Parties shall not be liable for any damage or injury to the persons or Redevelopment Property of the Redeveloper or its officers, agents, servants or employees ar any other person who may be about the Minimum Improvements or Public Improvements due to any act of negligence of any person.. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof: 310855v2 MTN CL205-41 Iq. ARTICLE IX Events of I~efautt Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Detault" shall mean, whenever it is used iii ibis Agreement, any one or more of the following events, after the non-defaulting party provides 30 days written notice to the defaulting party of the event, but only if the event has not been cured within said 30 days or, if the event is by its nature incurable within 30 days, the defaulting party does not, within such 30-day period, provide assurances reasonably satisfactory to tl~e party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or the Authority to observe oi= perfoiili ally ==~atcrial covenant, condition, obligation, or agreement on its part to be observed or performed ulider this Agreement; (6) The Redeveloper: (i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Balil~ruptcy Act or under any similar federal or State law; (ii) makes an assignment for benefit of its creditors; (iii) admits in writing its inability to pay its debts generally as they become due; (iv} is adjudicated a balilcrupt or insolvent; (v) attempts a Transfer without colnpiying with the requiremelits of Article VIII of this Agreement Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may exercise its rights under this Section 9.2 after providing thirty days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said thirty days or, if the Event of Default is by its nature incurable within thirty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a} Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 31085~v2 MTN CL205-41 1 S Section 9.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon airy default shall impair any such right or power or shall be construed to be a waiver thereof, but airy such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise airy remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party aizd thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach i~ereunder. Section 9.5. Attorney Fees. Whenever any Event of Default occurs and if the Authority or Redeveloper shall employ attorneys or incur other expenses for the collection of payments due or to become due Ur for the eniorceiiient of per~~rrr~arlce or observance of any obligation or agreement on the part of the Redeveloper or Authority under this Agreement, the non-prevailing party in any such action agrees that it shall, within 10 days of written demand by the prevailing party, pay to the prevailing party the reasonable fees of such attorneys aild such other reasonable expenses so incurred. 310$SSv2 M'rN CL205-4i 16 TICLE Adciitianal Pr®visions Section 10.1. Conflict of Interest Authority Representatives Not Individually Liable. The Authority and the Redeveloper, to the best of their respective knowledge, represent and agree that no member, official, or employee of the Authority shall have a ry personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or e>ployee of the Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Employment ®pportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state ar~d local equal employment and non-discrimination laws and regulations. Section 10.3. Restrictions on Use. The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Redevelopment Property to, the operation of the Minimum Improvernei~ts for uses described in the def~~ition of such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Redevelopment Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reaso7n of a1ny deed transferring any interest in t1,n ~T~r1P~iAln~,rnan4 PY(IYIPY'1v and ally ctir.lt f1~Pt~ c11a11 llnt !)e deGlTled to affE'Ct Or 1111r)alr the ~~~., ,..,u.,..,..,r~...,..~ ...,t,....~ ...._.. ..._~ ------- ------ ------- --- provisions and covenants of this Agreement. Section 10.5. Titles of Articles asld Sections. Any titles of the several parts, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under the Agreement by either party to the other shall be sufficiently givers. or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a~ in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 15 South Fifth Street, Suite 710, Minneapolis, MN 55402, Attn: President; and 310855v2 MTN 01.,205-41 1'] (b} in the case of the Authority, is addressed to or delivered personally to the Authority at 590 - 40th Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive I3irector; or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record tlus Agreement and any amendments thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Amendment. This Agreement may be amended only by written agreement approved by the Authority anal the Redeveloper. Section 10.10. Authorit~or Cit~Approvals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative. Section 10.11. Termination. This Agreement terminates uii the Termination Late, except that termination of the Agreement does not terminate, limit or affect the rights of any party that arises before the date the City issues the Certificate of Completion, or as otherwise provided herein. 310855v2 MTN CL205-41 18 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written.. STATE OF MINNESOTA } } ss. COUNTY OF ANOKA } COLUMBIA HEIGHTS ECQNOMIC DEVELOPMENT AUTHORITY ~~ ~ -~ 1 ~.~ L ~~~ B. ~ Its ~Pres~ident ;: ~ d By ',f,~' mow, Its Executive Director The foregoing instrument was acknowledged before me this day of ~~,fi , 2007, by C~z-~~-~ L..~ ~ ` ~~-~ ~~d C~~$~~` ~ at~ ~ -~ ~~ ,the President and Executive irector of the Columbia Heighis Economic i>eveiopliielat Authority, a public body politic and corporate, on behalf of the Authority. ,~.. r. „_~__ . . t~t k:<'sY ....,Lit Y':EJ'-F/3 i1~~~'Z ~• 5 ~"~`' Notary Public 310&SSV2 MTN CL205-41 I g STATE OF MINNESOTA } j } ss. COUNTY OF ~ y ~ ~, ) he foregoing instrument ;was acknowledged before me this ~;~ day of ' ` of the ~~ _ 2007 by ~, - _ _ ; ;~ , the ~~ Greater~Metropolitan Housing Corpor tion, a Minnesota non-profit~corporation, on behalf of the corporation. ~ ~ oas sva ~rTN c1~2os-41 2 0 R ~. NA(VCY K. PIfVZKA NOTARY PUBLIGYINNESOTA i~fy Commission Expires Jan. 31, 2010 r ^ ` ~, Notary ~ublic °' ~-' II~IT A Legal escrgptaoa~ ® I~ecievel®p>r~e>nt Property Lots 25 and 26, Block 43, Columbia Heights Am1ex to Minneapolis, Al~oka County 310&»v2 MTN CL205-41 A_ E~II'I' ~urcl>i~s~ Agr~eme>~t 310$SSv2 MTN CL205-41 ~_~ MARK t~IEBUSCH PAGE 02~d6 05/d7l2E307 d8: 08 ~51696d872 This is a counteroffer ~a the Deal Estate Purchase Contract and r~e~ipt for peposit dated ~~,~ ~q, ~t~S~Zp fpr prap~rty known as: 4~4~ 7FFFFR.S®N ST Nc" G~t9MBzA HEIGHTS ~lN ;~i ~.. ,_. P ~ ~ n_i.._ ~,.°_ Qi~....La.. rCiA ~.-. ~~F.+wrn`d ~'~ ~~ Re,n~a ~P9tl one 'f rC5 a wnet"e GICV iC~L.U1~7f[e. i~ nr'iSder__~s~-n '~ - r-C ,~P~G f~ortgage Services is referred to as Seller. se!!er accepts true term and conditions in the contract with the following changes: 1. Sales price shall be $,~¢Q,Q,.4.~. 2. Buyer`s deposit shat be $ QQ in the Farm of a cashier's check or a certified chec@~. 3. Seller agrees to py up to $ ~Q for Buyer's closing casts, which are defined as prepaid; nc~nrecurri ,g; and non-al-awable costs. 4. Seller agrees to pa up to $ l~.S3Q toward repairs an the Property. any repair amount in excess of the stated amount shale be the sole respansibilitV of E3uyer. Ito repairs shall be started without the slier°s consent. 5. Seiler agrees tD pay f®r the tai6awing items up to but net to exceed the Following amount: L~/.8 6. Buyer to provide eller's agent with a Source of Funds document prior to offer acceptance. 7. Buyer to moire a ritten application loan approval within two (2} days. Buyer is to remove the apprais I contingency within (Ten) lt3 days and have Lender's written lawn approval within Tw my (gyp} days aFter acceptance of this counteroffer. ~f tlh9 ids ast 8. Guyer ehai! cc~rn~alet~ al! inspections withian der (t9) days of caunteroffCr acceptance. Buyer is s€~leiy responsible For the costs of all inspections. Belier will net adjust the seise price due ko the findings of any inspections. Sel4er will nvt pay for a property survey or ~~straet. 9. Buyer hereby elects to utilize St~ller`s attorneyjtitle company/sect®w com~anY for the purpose IaF issuing ti le insurance. In consideration thereof, Seiler agrees to pay far the Owner's title insurac~ce policy. Belier wi(1 not provide a survey ar abstract, Seiler wi[I transfer title wikh a vomited car Special warranty €~eed. 10. Unless otherd~ise dcayer`s Initials; Guyer and Seller shall pay their awn closing casts. Bailer's Initials: 7( ~ sEN2; Starrdor~ (,'ptanteroffsr Page I a~'3 Re+++iserl fZltlZlZfJt25 f~fM Sd3-t}1ZDQ--? MARK l~lIEBUSCH PAGE 03/06 05107!2007 08:08 6516960872 1e Rroperty is sold in its PRESENT, AS IS condition with all defects, iiy encourages Buyer to obtain expert advice by Professional ~t not limited ta, the electrical, structural, plumbing, geological, edition of the Property. Buyer is purchasing the PmpPrty in its bout any ab(igatbn by Seller to make any changes, alterat(ons or Seller's Agent da net warrant the existing structure as to (ts lily far occupancy, nor that the Prapcrty meets city, county, stale, s or caries. Buyer assumes all responsi]~iiity to check with the author(ty for the intended use. i3uyer assumes all responsibility for anu ci~r~G'S t..t bald Seller narmieSS ~S ca sui%dui:ity rue Qupc° ~ Il.Tict~oe 6s csf ttt~ ~:~ ee~ce. Ii: the transaction does not close by .h~t~, 20 }~7, through no fault of Seller, Sher reserves the right to cancer the transaction. Yn the event SeNer elects to extend th~ cias(ng period, Buyer shall be charged a per d(etyi of $IOO.Od until the trdrlSactlon l.iU ei. Iii u c c`c~2nt ~c((er CF.,nCeie mcrrnw far $Uyer'S and ar F31tyP.r'S tenders nanperfarance or negligence, Buyer shelf s(gn cancellation papers within 24 hours and forfeit Bu er`s deposit to Seller. 12. Seller shall pay up to $QAO for Section I charges fisted an the termite report. The buyer shall pay any and all casts in excess of the stated amount. 16.'t'tae sate es subj ct tcs sr>,aet~g~enraer~t approver ttf Setter. ~ttis sate anay~ be s~B~~e~tea9 t4 ~Y /~~SS end f mr ircve~t¢br ~pprc~v~f. 14. 1 he Sale iS Cantinge t tipOn C(u~irty witioai.it the need fur sellmr to depe~~CSt funds to [Insp.. If Funds are require ,Seller may terminate the transaction without liab(lity or ab((gation to i3uyer. IS~.Additional terms: 16. Buyer hereby hold) Seller and Sel9er's Agent harmless Pram net completing and delivering a '°Real state ~'ransfer and f~isclosure Statement" and acknowledges that Seiler and 5ener's Agent have made absolutely na representations ar warranties, express ar (rnpiied, s to the condition of the Property. Buyer acknowledges that Seller acquired the Pra9~ert~y thraugh fpreclosure or default. 17. Buyer is aware that if any. Seiler stror inspections as ta, t utilities, and roof c~ present condition wi repairs. Setter and ha"uit~bility or suitab ar federal ardinancE appropriate planninc i3uy~r's intos ir3ee3 us intended use. iB. Buyer acknowledge rety(ng tin its awn and iii} i;, not loo condition of the Pro Buyer°s Initials: ,aM~ Srrandard t;ouarerro$Icr DIIV#Sb-~tZOP•2 ~rc~ C~ur~t~r ~r ~a~~ x:0105477947 that it: i} has sufficient information regarding the Property, il} is parts and net Se(!er ar any inforrnatian provided by Seiler, 6F any; tg to Seller For any rsclcli~iunal information with respect to the Pa~^e 2 of 5 Seller`s Initi~3is: ~( } RevLred t 2.'~1212tt05 MARK I~JIEBUSCH PAGE 04!06 05107/2007 08.08 051696x[72 L~~~ ;0105477847 Y9. Buyer is advised th t personal property is not inciuded in the purchase. IF Seller has any Interest in per~5onal property at the Property, Seiler agrees to give Buyer its interest in the personal props , if any, without anY warranties ar representations, express ar ,.t.. TMi ~ ir'~rli r~aC~ h~ ~t ie implied, as to the a nership or condition of the Dersursai prope~~~. • not limited to, key ,garage doer openers, window and wail coverings, f'sxtures, and freestanding applia , es, if anY. ~0. This instruction re laces and supersedes any and x91 statements a®ncerning the condition of the Pro erty and any '°Sei{er's Representatinns" t~pnr..erning the ean[titiDn of the Property, the p s5onaf property, or anY matter that may be inciuded in the original contract. Should t ere be any discripancy between the original contract and this rni.~nteraPfer, the terf ms ©f this counteroffer aFr311 cc~ntrel. GZ. ~ ne Cit3~ing UI ti~el"~ tidrisEi44ia~ Si'6~no( ~tnstetLeEP Rurvmf~e a~knt7w(edt52ment t}t~t tfle Y "' premises are cancan itlonatiy accepted without representation t,r warranty of any kind ar nataare and in its pr ent condition based solely on Buyer's inspection.. ~2. Seller has acquired the Property via foreclosure and may be unaware oP existing title defects and/or lien ,Should Seller be unable or unwilling to clear said title defects and/or liens, Selter may terminate l.he lransactlon. In this event, Buyer`s sole rerne~ay shall be the return o~ the earnmst money deposit. Z3. setter's t:naice csf Ci~sing Company is t© be: West Title -Minnetonka - MN Contact't~ristine/Au Pi7one: ! ~ 1 25~-200 Fa : a~~~ Sp.25C}5 ~d. Bands and kssessrn~ent, now a lien shall be paid current by the Seller, any payments not Yet due are to a assumed by the buyer, i3uyer and Seller agree that Taxes are to be prorated tcs the c ass date. 25. addendum A is to agreert~ent. 26. Sellimr ~stitl scat aB[e~ ~®-u®4~~cp r¢e~pec.e. ~f thteie' CFZEOice. ff3uyer's Initials: ,q nd(.' b'rn+rdar d Gbuxrern('er I?tN#SD-072Ctt7-2 ned by the buyer and Seiler and is to be made part of this ~co~cacirng tha°augt~ e~atap2aa~y atffiiiate leaders; ~ra~eri~cae~t :..e•ea~re~ ~eea~sae~ 4e-e #ee2~ ~~[~~t4~6t1~ YI'trfs}tIK1h ~T9Y ~$11~C 60taia~C ~ ( ~ Seller's ?nitials: { ) t ~ Rage 3 ofS ftevEcrrll?/t12.nt~05 P~1ARK WIEBUSCH PACE 05106 05107/2007 0B:0B 6516960872 ~~~61 fit' LdP1~C fit' Laara ~: 0105477947 Seller reserves the rlg t to continue to offer the Property for sale and accept any offer at any time prior to reCei t by Seller ar Seder's Agent of a cagy of this Counteroffer, accepted and GI?nPC~ !~V R~aya~r. i'Accent;" as used herein, incPudes delivery in person, by mail, ar by facsimile. Unless this Caunteraff r is accepted on ar before May 14, X007, at 12 Haan, it shall he deemed revaKed and t e deposit shall be returned to Buyer. Seifer's acceptance of anather offer shall revoke this Counteroffer. Th(s Counteroffer may be executed in two or more counterparts, all of whi h shal0 constitu4c~ one and the game writing. C~ate~ __-~, Za~ Seller: ^ T tte undersigned i3u' er accepts the above Caunterafser, ~~ ^ The undersigned Bu er accepts the above Counteroffer with the fallowing changes: Gate: , 20` Buyer: c~~t~: , , za_ Buyer: The f~~9~zonrac~g ~~ req aced cse~ay a¢ erne Buyer has made ctaaaages ~r aaatendments ab~v~: Seller accepts the [3uycr's ch~nge~ ltt Seller's Caunteroft'er and agrees Ca sell on t}'!~ a~C}v~ tarn'1g and Co r4itians. Date?- _ , 20_ Seller: f~E7 REpRESEhiTATIt'IN !\DEC~tlACY dF .4NY P6t IS THE RERSC3fV C~UALI LEGAL C3R TAX ADVICE, RRADE AS TE7 THE LEGAL VALIC}>;TY OF AP~~' F~RCVISION 4R THE [SIOtd IN A[dY SPECIFIC TRANSACTION, R REAL ESTATE BEtC}KER D T(3 ADVISE ON REAL ESTATE TRANS~iCTIONS. IF YtOU DESIRE )hlSU! T AN ~4PPReDPRIATE PROFESSI©hdAL. ,d MC Stn~tdorcd CaunderoffCr I'R~s ¢ ,~~~ Recited t 2/p?/2~T05 DfM# 5l~-{712?D-2 MARK ?~IEBUSCH PAGE 06f 06 05f07f20E17 08:06 6516960872 tan and rtltr ~r L~~~ :OlaS477947 Addendum to (Purchase C~ for the properly located at Buyer is aware that Sells acquired the proDeety that is the subjPrt of this hrancacticsn by way of foreclosure, and that Sell r is selling and 9uyer is purchasing the property in its Present "As-Is" Cond?tian withaut represen, ations or warranties of any kind or nature. Buyer acknowledges for B yer and Buyer's successors, heirs and assignees, that Buyer has been given a reasanabie oppa unity to inspect and investigate the property and ail improverrrents tlterGVn, either Indepenae tly ar thraugh agents or Buyer's choosing, and that in purchasing the praperty Buyer is net refy~na on Eelier, ar its agents, as to the condition ar safety of the property and/or any improvement thereon, including but not limited ta, electrical, plumbing, heating, sewer, root, air conditionl~g, if any, Foundations, soils and geology, lot size or suitability of the property and/or its Imprd ernents for particular purposes, ar that appliances, if any, plumbing andfar utilities are in work ng nrriPr, anri/or that the improvements ire structurally sound and/'or in eampliance with any city, onnty, state and/or Federal Statutes, codes ar ordinances. Any reports, rep®irs cr vs;,d; required byi Buyer's lender' is to ha the sole responsibility of the Buyer. Eeller does not warrant ex sting structure as to !ts habitabil?ty or suitability far occupancy. Buyer(s) assumes respons?bll?ty to heck with the appropriate planning authority far intended use and hold Seller and ®roker harmless as to suitamllity tar Buyer(s) intended use. Maid rr'say ar may not hav~ been rernoved or covered in the course of any rlearsing nr repairing of the property. The purehas~r aeknawiedges that, if seller ar any of seller`s employees, contractors, or agents cleaned ar repaired the property ar rernediate Mold contamination, that seller dose not warrant the r..lR~ning repel ar rerrroediation. Buyer to cat?~fy themselves with their awn 6nspections at the Buyer's expense an Buyer acknowledges and agrees to accept foil responsibility/risk for any matters that may result f m microseop?c organisms and/ar mold and to ha?d harmless, release and indemnify seller and oa as ryas, investors, SelUng broker/agent, them oltlcers, emplayees, agents, heirs, executors, administrators and success®rs from any liability/recourse/damages (financial or athet-rvEse j. ~ Buyer(s) further states that they are relying solely upon their own inspectian of subject property and nCtt upon any repres ntation rnade to them by any lz~rcnn vshemscsever, anti ;s Purchason® subieet property in the ccan~l?clan in wh?eh it now is, withaut any obligation an the part aF the Seller to make any changes, attentions, ar repair thereto. Sellers gives no warranties of Fitness regarding such personal property that belongs to Seller that is transferred as a part of the purchase. ~t~D~T~t~UM A ~C}CLf65U~~ k'kfit3vli~~fB1W and/ar Gaunter Offer} dated The clos?ng of this transa ~tion shall constitute cis an acknawledgment by the r3uyer(s) that THE PREMISES WERE ACCEPTS WITHOUT REPRESENTATIC3N C3R WARRANTY ~F ANY KIND OR NATURE AND IN ITS PRESENT "A5 I " CONDITIC3N BASED SOLELY ON i3UYER'S bWN IN5PEG1'ION. Cate buyer Date Buyer Seller Date Seller Date st~~C'.5s~ndaar6Gnunrero~er f'a e 5 r} S Revtscd t?rYtZ1,~0!7S C~~1vsi Sty-rtiarPn-2 ~ ~ .~ E ISI'T C C'a~ce~st l~~I~teri~ts far R~ev~~ag~ eat Prap~rty 310855v2 M7T1 CL205-41 C-~ E IIT C 15 Seufh Fiff`~ Street, Sure 710 • ir~r~eapel .: .. `W ~ p~t~ne: (012} 339-0001 • fax: 012-339-0608 e-r~nail: buel~ ~ ~~~ :~tl~c.c~r ~ v~~ek~~ite: ~ p~.grr~l .~ roposed far 4141 Jefferson treat (TWO) 2-STORY MODEL I FULL FR NT H BUlLll11V( FF:~1lJ~S. • 1,60 Finished S.F on the 1st and 2na Floors • 3 Bedroom ~_ry W w ~, ~ ~; ~ {' hf t ~ t ~~ .t3f 'Sr~~i~s5 ~~ t', ~' i `~ `y ~ -- ~ }F ~~ ~` ~ ~'~ ~ -',~. ~ fa,- ^t ~ ,1: '}' ~; ` lllj ~~~ 11 t:g 6i _ 11111~~1i1;`fi j ~',~~ ~ '~ ~ ~ i~ .1 ~ j ~1 _~~1._.. ~' F I: ~ ~ ii ~~,°_ ~aat _.,, ~ _ ,~ r ~i 3 _- ~ ~ ~ . 4 ~ Q i... 44 1 ~~ j ' ,.. ~~t ~~~ ~~ ~,~ ~ 11 j 4~~ii111l~11~~~II'~~:~~~i~ IR4 .. ~ ~ ~ ~ # j, ~, ~~.« b ~ ~ ~g e 1 U ~_ W ~i ~ 1xt ~ ~~: . '~~ .,, y1 F 1` r, r i~ " ~¢ ~ ~ a.~ ,, ~- ~~'~~ ~~~ ~ ~ s~^~`~ y ~y ~~ f i ~ 9~g ``~,, ~ ~ 1~ ~ i i I ~. Y ~ ~ ~ t ~ ~ ~.' ~~' , - I'r ~ -~ , , .I ,' ~'' f n~ 1., ~ 1~ k, r ~ ! ~ F ~~ J ~ i ~ I 1 r e,~ pM'~B 4~ pI~"/'~° YJ fi.6~1 NORTH PRDP<sRTY LIN@,,.169.ib ~ .T SIpRV'L4LK RfiMOV@ EXISTING CURE CUT AND CR7VEWAV, INf0.l YARR TO MATCH SLOPF ALONG FRDNT swewAUc I I ~ -.~-nn 24'~9'> h ~T..,~ SWTH PROP6Rtt LIN6.,.12&15 R@QUBIPD D6MDLIiION: R@M01'~ 6xISTi('Ka NOUGR ANO pARAOP.., INGLttAR@ RRMOYAI,~Of CURR C:UT, pRIY6WAY@, p4N,'CRRTF PAA@, SwESWU.K@, ANO RETAINNAt3 WALL@, GARAGE ~-------{ 22' x 22' i i i p q li ::::. :::_: _r:.:::::::a -i:_a:.:at: z I ~ i ' MA60NRY GARAGE WALLS, ~ - SEE PLAN OETAN.S ~ (K - i W O ~ i I / . o S-0 ppNCRETI?SwEWALK --I- AND 8T6P8 W! IRON ~-_~ ~~ ---- SITUMiNpp@ PARKINS PAD RAILING MIN.25'x 15' i INSTALL NEW 24" MOH, fIEREO ROCKPACE OMU RETAINING ~I WALL W! MIN. g' COMPACT@D GRANUUR FR.L UNDER WAIL x AND MIN. i' ORANUTAR f4LL b P@RFORATED DRAINTR.@ ' @°.3NND WALL, pAY LIGHT TO DRIVEWAY. NEW CONCRETE gTFPS T4 dE 5'~S" 1MDE ~ ftous~ 91Xx,~PfNReDN @TREH@T N,@, ldtt::i itF":'_:faFeL:SFtti:??FeFx?5:R25[45Si tiiiFST.?F?E,.F i? REAR PQRpH N `t z6'.0'--..- DITUMiNOUB PARKINR PAD MIN. 29' x 18' 'CONCRETE SwEYJALK ; •••••. .....• ........................... r ST@PSYfi IRON .E+p ~° _ pARAOE ~ _ ~i :$ i ' t ~: ::o~ 22' x 22' :::::: o::cu;:;:; .F;a::::::.:~ i ~ F li !HaT,41. WATaRPP4gPIW(}aYp , 4X+earTRa AT µ4RA$grypr = a!wmSwaua ~.awSRACa ~ ' ~ ~ 4 , ti I I iS ' I ~ ~ O°a MASpNRY OARApE V~AILS. SE£PtAN DETAIi9 .__-~ ; LOT SPLIT SITE PLAN x&141 ANG 41XX JEFFE'FtSON STREET N,E. COLUMBIA HEIGHTS MN 5 t'"" W .,q~~ "~ j EXIEII~IT ~} CEI2T)<F'IC'r~'TE ~F CMPLE'I'I(3I~d The undersigned hereby certifies that Greater Metropolitan Housing Corporation (ihe "Redeveloper") has fully complied with its obligations under Articles III and N of that document titled "Contract for Private Redevelopment," dated November 28, 2046 between the Columbia Heights Economic Development Authority and the Redeveloper (the "Contract"), with respect to construction of the Minimum Improvements in accordance with the Construction Plans, alid that the Redeveloper is released and forever discharged from its obligations to construct the Minimum Improvements under Articles III and TV. Dated: , 2007 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA } } ss. COUNTY OF ANOKA ) On this day of , 2007, before me, a Notary Public within and for said ~:our°ity, personally appearea . w tuc uct~vuuii_y ivivvvii, ~•~~~, ~~=~=b by nne duly sworn, did say that (s)he is the President of the Authority named in the foregoing instrument; that the seal affixed to said 'instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authority of its governing body; and said acknowledged said instnunent to be the free act and deed of said Authority. Notary Public nlosss~a M~ cL?os-~i D-1 STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 2007, before me, a Notary Public within and for said County, personally appeared , to me personally known, who, being by me duly swon~, did say that (s)he is the Executive i~irector of the Authority iiailied iiI the foregoing instrument; that the seal affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in behalf of said Authority by authority of its governing body; and said acknowledged said instrument to be the free act and deed of said Authority. Notary Public 310855v2 MTN CL205-41 D_7 ASSIGNMENT OF PURCHASE AGREEMENT THIS ASSIGNMENT OF PURCHASE AGREEMENT ("ASSIGNMENT"} is entered into this 14t1i day of May, 2007, by and between the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a public body corporate and politic (the "Authority"), and GREATER METROPOLITAN HOUSING CORPORATION ("GHMC"), a Minnesota non-profit corporation. (the "Redeveloper"). RECITALS: WHEREAS, the Authority has entered into that certain Purchase Agreement and Counter Offer between the Authority and AMC Mortgage Services ("Seller") dated respectively as of April 25, 2007 and May 8, 2007 (the "Purchase Agreement"), attached as Exhibit A hereto, for the sale of the property located at 4141 Jefferson St. N.E. in Columbia Heights, 1V1N (tile "Redevelopment Property") to tale Authority for the sale price of $86,000; WHEREAS, the Authority is assigning its rights under the Purchase Agreement to the Redeveioper as requ~rcd by that Certain "CViitract for PrivatC RCdCVCiopm%ilt" bet`v'deeli the Authority and Redeveloper dated as of May 14, 2007; WHEREAS, the Purchase Agreement does not require the consent of Seller to such assigmnent; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows: 1. The Authority hereby assigns all its right, title and interest in the Purchase Agreement to the Redeveloper ("Assignment"). 2. The Redeveloper, for itself and its permitted successors or assigns, llerebv_ accepts all right, title and interest in the Purchase Agreement. V IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and its seal to be hereunto duly affixed and the Redeveloper has caused this Agreement to be duly executed in its name and behalf on or as ofthe date first above unitten. r~ ~. .. ~_ v B y Its Executive Director STATE OF MINNESOTA } ss. COUNTY OF ANOKA ) The foregoing instrument was acknowledged 'before me this day of ~ p'~- = 2007, by ~. e ~:~ ~ ~~ and ~~ ~.. _ ~~ ,the President and Executive hector of the Coluxnbi Heights Economic Development Authority, a public body politic and corporate, on behalf of the Authority. ~ CNERYd. a ~ pdCYS PiJBtlC'MINNESC7TA ,~~ MvcoM~ESSEO~exPI~ES-1t91f2a92- STATE OF i~it~`NNESOTA ) } ss. COUNTY OF a ~-.- } Notary Public ;The foregoing instrument was acknowledged before ° me this - day of ~,~11 .~~, ,,,; , `~ of the _ _ 2007 by "- _ - ~_ the Greater`~1°~tropolitan Housing Corpotation, a Minnesota non-profit corporation, on behalf of the corporation. ti • FANCY K. PIIVZKA _ NOTARY PUBLIC•MINNESOTA R9y Commission Expires Jan. 31, 2Q?0 ~ ~,. ~' ~ Notary ~ublic MTN-254592v2 sA285-72 EXHIBIT A Purchase Agreement MTN-254~92v2 SA285-72