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Home My WebLink AboutContract 20042004 EXECUTION COPY AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT B~ and Bet<.~ een COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY COLUMBIA HEIGHTS, MINNESOTA and CITY OF COLUMBIA HEIGHTS and HUSET PARK DEVELOPMENT CORPORATION Dated as of: August 1, 2007 This document was drafted by: KENNEDY & GRAVEN, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 313885v5 SJI3 CL2Q5-23 TABLE OF CONTENTS PREAMBLE ARTICLE I Definitions Section 1.1 Definitions .................. ....... 1 .3 ARTICLE II Representations and Warranties Section 2.1. Section 2.2. Representations and Covenants by the Authority and City ............................... 8 Representations and Warranties by the Redeveloper ........................................ 9 ARTICLE III Property Acquisition, Conveyance; Public Redevelopment Cost Financing Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 3.7. Section 3.8. Section 3.9. Section 3.10. Section 3.11. Section 3.12. Section 3.13. Section 4.1. Section 4.2. Section 4.3. Section 4.4. Section 4.5. Section 4.6. Section 4.7. Section 4.8. Section 4.9. Section 4.10 Status of the Property ...................................................................................... 10 Authority Parcels ............................................................................................. 11 Relocation ........................................................................................................ 13 Platting ............................................................................................................ 14 Contamination Cleanup-Phase I ................................................................... 14 Contamination Cleanup-Phases II and III .................................................... 15 Environmental Warranties and Indemnities .................................................... 17 Issuance of Initial Notes .................................................................................. 17 TIF Lookback .................................................................................................. 20 Authority Refinancing of Initial Notes ............................................................ 21 Payment of Authority Costs ............................................................................ 24 Business Subsidy ............................................................................................. 25 Other Grants .................................................................................................... 25 AF.TICLE I~f Construction of Minimum Improvements and Public Improvements Construction of Minimum Improvements Master Site Plan and Construction Plans . Completion of Construction ........................................ Certificate of Completion ............................................ Grant Covenants .......................................................... Association Covenants ................................................ Records ........................................................................ Reports ........................................................................ Acknowiedgments ....................................................... Construction of Public Improvements ................................... 26 ................................... 26 ................................... 27 ................................... 28 ................................... 29 ................................... 30 e .................................. 30 .................................. 30 ..... .............................. 30 .................................. 31 313885v5 SJII CLZOS-23 i ARTICLE V Insurance Section 5.1. Insurance ......................................................................................................... 33 -- Section 5.2. Subordination .................................................................................................. 34 Section 5.3. Qualifications .................................................................................................. 34 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes .................................................................. 35 Section 6.2. Review of Taxes .............................................................................................. 35 Section 6.3. Qualif cations .................................................................................................. 35 ARTICLE VII Financing Section 7.1. Mortgage Financing ................................................... ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment ..................................... Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement ............................. ........................................ Section 8.3. Release and Indemnification Covenants ............................................... ARTICLE IX Events of Default ..... 36 37 Section 9.1. Events of Default Defined ............................................................................... 40 Section 9.2. Remedies on Defauit ....................................................................................... 40 Section 9.3. No Remedy Exclusive ..................................................................................... 41 Section 9.4. No Additional Waiver Implied by One Waiver .............................................. 41 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authority Representatives Not Individually Liable ...... 42 Section 10.2. EquaP Employment Opportunity ..................................................................... 42 Section 10.3. Restrictions on Use .......................................................................................... 42 Section 10.4. Provisions Not Merged With Deed ................................................................. 42 Section 10.5. Titles of Articles and Sections ........................................................................ 42 Section 10.6. Notices and Demands ...................................................................................... 42 Section 10.7. Counterparts .................................................................................................... 43 313885v5 SJS CL205-23 Il Section 10.8. Recording ........................................................................................................ 43 Section 10.9. Amendment ..................................................................................................... 43 Section 10.10. Authority or City Approvals ........................................................................... 43 Section 10.11. Termination ..................................................................................................... 43 SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E SCHEDULE F SCHEDULE G SCHEDULE H SCHEDULEI Description of Redevelopment Property Master Site Plan Design Guidelines Authorizing Resolution Certification of Completion Public Improvements Budget Public Redevelopment Costs Development Budget Form of Redeveloper Pro Forma 313885v5 SJB CL205-23 iii CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made on or as of the 1St day of August, 2007, by and between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, COLUMBIA HEIGHTS, MINNESOTA, a public body corporate and politic (the "Authority"), established pursuant to Minnesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act"), the CITY OF COLUMBIA HEIGHTS, a Minnesota municipal corporation (the "City") and HUSET PARK DEVELOPMENT CORPORATION, a Minnesota 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 Authority in and for the City of Columbia Heights) have undertaken a program to promote redevelopment of land that is characterized by blight and blighting factors within the City, and in this connection the Authority administers a redevelopment project known as the Downtown CBD Redevelopment Project ("Project") pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act"); and WHEREAS, pursuant to the Act and the HRA Act, the Authority is authorized to acquire real property, or interests therein, and to undertake certain activities to facilitate the redevelopment of real property by private enterprise; and WHEREAS, within the Project, the City and Authority have created the Huset Park Area Tax Increment Financing District ("TIF District") in order to facilitate redevelopment of certain property in the Project; and WHEREAS, the Authority and Redeveloper have previously entered into a Contract for Private Redevelopment dated as of October 2~, 2004 (the "Original Contract") regarding redevelopment of the property described in Schedule A hereto, designated as the Redevelopment Property; and WHEREAS, this Agreement is intended to supersede and replace the Original Contract in all respects; 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. 3I3885v5 S3B CL205-23 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 follows: 313885v5 SJB CL205-23 2 ARTICLE I Definitions Section I.I. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means the Economic Development Authority Act, Minnesota Statutes, Sections 469.090 to 469.108, as amended. "Affiliate" means with respect to the Redeveloper (a) any corporation, partnership, corporation or other business entity or person controlling, controlled by or under common control with the Redeveloper, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving ail or substantially all of the assets of such party (or such Affiliate). For the purpose hereof the words "controlling", "controlled by" and "under common control with" shall mean, with respect to any corporation, partnership, corporation or other business entity, the ownership of fifty percent or more of the voting interests in such entity possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether ownership of voting securities or by contract or otherwise. "Agreement" means either the Original Contract or this Amended and Restated Contract, as the context requires, and as the same may be from time to time modified, amended, or supplemented. "Amended and Restated Contract" means this Amended and Restated Contract for Private Redevelopment between the Authority and Redeveloper. "Authority" means the Columbia Heights Economic Development Authority, or any successor or assign. "Authority Costs" has the meaning provided in Section 3.11. "Authority Representative" means the Executive Director of the Authority, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. "Authorizing Resolution" means the resolution of the Authority, substantially in the form of attached Schedule D to authorize the issuance of the Initial Notes. "Available Tax Increment" means, on any payment date for any Initial Note or Refinancing Note, the Tax Increment derived from the Redevelopment Property during the six-manth period preceding each Payment Date after (i} deducting $16,500 and the fees of a paying agent, if any, in connection with such notes. 3P3885v5 SJB CL205-23 "Business Day" means any day except a Saturday, Sunday, legal holiday, a day on which 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. "Business Subsidy Act" means Minnesota Statues, Sections 1163.993 to 116J.995, as amended. "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, Minnesota. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which a) shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the appropriate building officials of the City, and (b) shall include at least the following 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, Minnesota. "DEED" means the Minnesota Department of Employment and Economic Development. "DEED Grant Agreement" means the Contamination Cleanup Program Grant Agreements between DEED and the City dated as of December 31, 2003 and April 6, 2004 (related to Phase IJ, February 4, 2005 (related to Phase II) and February 21, 2006 (related to Phase III). "Design Guidelines" means the Design Guidelines for the Redevelopment Property attached as Schedule C. "Development Budget" means the Development Budget attached as Schedule H. "Event of Default" means an action by a party described in Section 9.1 of this Agreement. "HRA Act" means Minnesota Statutes, Sections 469.001 to 469.047. "Holder" means the owner of a Mortgage. °°Initial Note" or "Initial Notes" means Taxable Tax Increment Revenue Notes, substantially in the form contained in the Authorizing Resolution, to be delivered by the Authority to the Redeveloper in accordance with Section 3.8 hereof. 313885v5 SJB CLZOS-23 4 "Master Site Plan" means the plan for development of the Redevelopment Property, attached as Schedule B as it may be revised from time to time under Section 4.2. The Master Site Plan attached to this Amended and Restated Contract is the plan in effect as of August 1, 2007. The number of units listed in Phase III represents the maximum number for that Phase, while the definition of Phase III under Minimum Improvements represents the current expectations. "Met Council" means the Metropolitan Council. "Met Council Grant Agreement" means the Metropolitan Livable Communities Act Tax Base Revitalization Account Grant Agreements between the Metropolitan Council and the City dated as of April 13, 2004 (related to Phase 1}, April 4, 2005 (related Phase II), and March 3, 2006 (related to Phase III). "Minimum Improvements" means the construction on the Phase I Property of approximately 123 units of owner occupied townhomes (Phase IA) and SO units of cooperative senior housing ("Phase IB") (together, "Phase I"); and the construction on the Phase II Property of approximately 103 units of owner-occupied townhomes ("Phase IIA") and 51 additional units of owner occupied townhomes ("Phase IIB"), and the construction on the Phase III Property of approximately 47 owner occupied condominium or cooperative housing units ("Phase IIIA", approximately 52 owner occupied condominium or cooperative housing unit together with approximately 11,650 square feet of commercial facilities ("Phase IIIB"}, and approximately 84 owner occupied condominium or cooperative housing units ("Phase IIIC"}. "MURA" means the Minnesota Uniform Relocation Act, Minnesota Statutes, Sections 117.50 to 117.56, as amended. "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 encumbrance pursuant to the provisions of Article VIII of this Agreement. "Original Contract" means the Contract for Private Redevelopment between the Authority and Redeveloper dated as of October 25, 2004. "Parcel" means any parcel of the Redevelopment Property. "Parkway" means the parkway running through the Redevelopment Property from Jefferson Street NE to 37~' Street, as shown on the Master Site Plan. "Parkway Interfund Loan" has the meaning provided in Section 4.10(d) hereof, "Phase I", Phase II" and "Phase III" have the meaning provided in the defmition of Minimum Improvements. "Phase I Property," "Phase II Property" and "Phase III Property" mean the respective partions of the Redevelopment Property so designated in the Master Site Plan. 3t3885v5 SJ~ CL205-23 "Planning Contract" has the meaning provided in Section 3.1(b) hereof. "Public Improvements" has the meaning provided in Section 4.10 hereof. "Public Redevelopment Costs'' means the costs described in Schedule G. "Redeveloper" means Huset Park Development Corporation or its permitted successors and assigns. 44Redevelopment Project" means the Authority's Downtown CBD Redevelopment Project. "Redevelopment Property" means the property so described on Schedule A. "Redevelopment Plan" means the Authority's Redevelopment Plan for the Redevelopment Project, as amended. "Refinancing Notes" has the meaning provided in Section 3.8(a). "Series 2007 Bonds" has the meaning provided in Section 3.8(h}. "State" means the State of Minnesota. "Subdeveloper" has the meaning provided in Section 8.2(a). "Tax Increment" means that portion of the real property taxes which is paid with respect to the Redevelopment Property and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act. The term Tax Increment does not include any amounts retained by or payable to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act, or any amounts described in Section 469.174, subd. 25, clauses (2) through (4) of the Tax Increment Act. "Tax Increment Act" or "TIF Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended. "Tax Increment District" or "TIF District" means the Authority's Huset Park Area Tax Increment Financing District. "Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan for the TIF District, as approved by the Authority and City on October 25, 2004, and as it may be amended from time to time. "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal court including the tax court of the State. "Termination Date" means the date the Authority receives the last installment of Tax Increment from the County. 313885v5 SJB CL205-23 6 "Transfer" has the meaning set forth in Section 8.2(a} hereof. "Unavoidable Delays" means delays beyond the reasonable control of the parry seeking to be excused as a result thereof which are the direct result of war, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays, economic events beyond the control of the parties that materially reduce the marketability of for sale housing, including unusual increases in mortgage rates or economic recession, or acts of any federal, state or local governmental unit (other than the Authority in exercising its rights under this Agreement} which directly result in delays. Unavoidable Delays shall not include delays in the Redeveloper's obtaining of permits or governmental approvals necessary to enable construction of the Minimum Improvements by the dates such construction is required under Section 4.3 of this Agreement, unless (a} Developer has timely filed any application and materials required by the City for such permit or approvals, and (b) the delay is beyond the reasonable control of the Redeveloper. 313885v5 SJB CLZbS-23 7 ARTICLE II Representations and Warranties Section 2.1. Representations and Covenants by the Authority and City. (a) The Authority is an economic development authority duly organized and existing under the laws of the State. Under the provisions of the Act and the HRA Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority and City will use their best efforts to facilitate development of the Minimum Improvements, including but not limited to cooperating with the Redeveloper in obtaining necessary administrative and land use approvals and construction and/or permanent financing pursuant to Section 7.1 hereof. (c) The activities of the Authority are undertaken for the purpose of fostering the redevelopment of certain real properly that is or was occupied primarily by substandard and obsolete buildings, which will revitalize this portion of the Redevelopment Project, increase tax base, and increase housing and employment opportunities. (d) The City is a home rule charter city duly organized and existing under the laws of the State, and is a state public body under Section 469.041 of the HRA Act. Under the provisions of its charter and the HRA Act, the City has the power to enter into this Agreement and carry out its obligations hereunder. (e) The City and Authority have taken or will take all actions necessary to establish the TIF District as a redevelopment district as defined in the TIF Act, except for filing the request for certification of the district with the County. Before issuance of any Initial Note, the Authority will file the request for certification of the TIF District. (f) The City and Authority will take no action, nor omit to take any action, regarding the TIF District that materially impairs the collection or payment of Tax Increment. (g) As of the date of this Agreement, the Minimum Improvements constructed in accordance with the Master Site Plan are allowed uses under the City zoning ordinance and are consistent with the City comprehensive Plan. (h) As of the date of this Agreement, the City and Authority have completed all required environmental review and determined that no further environmental review is required under the Minnesota Environmental Policy Act, Minn. Stat. Ch. 116.D. (i) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of charter or statutory limitation or any indebtedness, agreement or 313~85v5 SJB CL205-23 instrument of whatever nature to which the City or Authority is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Authority shall promptly advise City in writing of all litigation or claims affecting any part of the Minimum Improvements. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a corporation organized and in goad standing under the laws of the State of Minnesota, is not in violation of any provisions of its article of incorporation or the laws of the State, is duly authorized to transact business within the State, has power to enter into this Agreement and has duly authorized the execution, delivery and performance of this Agreement by proper action of its governing body. (b) Upon acquisition of the Redevelopment Property, the Redeveloper will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) The Redeveloper will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (d) Neither the execution and delivery of this Agreement, the consuimnation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any partnership or company restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (e) The Redeveloper shall promptly advise City m writing of all litigation or claims affecting any part of the Minimum Improvements and all written complaints and charges made by any governmental authority materially affecting the Minimum Improvements or materially affecting Redeveloper or its business which may delay or require changes in construction of the Minimum Improvements. (fJ The proposed redevelopment by the Redeveloper hereunder would not occur but for the tax increment financing assistance being provided by the Authority hereunder. 3 t3885v5 SJi3 CL205-23 t~ ARTICLE III Property Acquisition, Conveyance; Public Redevelopment Cost Financing Section 3.1. Status of the Property. (a) As of the date of this Agreement, an Affiliate of the Redeveloper owns Parcel A of the Redevelopment Property (also referred to as the "SR Parcel"). During the term of the Preliminary Development Agreement, the Redeveloper acquired Parcel B and entered into a purchase agreement to acquire Parcel C, in each case for a price the Authority has determined is reasonable. Parcels D, E, F and G are owned by third parries and Redeveloper has not secured purchase agreements for those Parcels as of the date of this Agreement. The Redeveloper must use commercially reasonable efforts to acquire Parcels D, E, F and G through voluntary negotiation, subject to the terms of Section 3.2. As of the date of this Agreement, Redeveloper or an Affiliate has made written offers to owners of all such Parcels. Further commercially reasonable efforts to acquire must include, at a minimum, by December 31, 2004 an offer to mediate if the negotiations are not successful, and reasonable efforts to conclude such mediation by January 7, 2005. The Redeveloper must consult with the Authority on any price to be paid for a voluntary acquisition and no voluntary acquisition shall be undertaken except at a price approved by the Authority as reasonable. As of the date of this Amended and Restated Contract, the Redeveloper has acquired all parcels of the Redevelopment Property. (b) Redeveloper shall pay all costs to acquire Parcels by voluntary purchase, and all carrying costs on such Parcels (in each case, excluding the SR Parcel}. All such costs are subject to reimbursement as a Public Redevelopment Cost in accordance with Section 3.8, provided that interest costs will be reimbursable only to the extent such cost represents interest on any valid evidence of indebtedness under general federal income tax principles. As of the date of this Amended and Restated Contract, the Redeveloper has paid all costs required under this paragraph. (c) The Redeveloper will acquire the SR Parcel from its Affiliate for a price equal to that Parcel's fair market value (approved by the Authority), which amount will be incorporated in the final Development Budget and used to calculate Redeveloper's net return on costs as described in Section 3.9. For purpose of the Development Budget, Redeveloper's cast of carry on the value of such Parcel (as agreed upon under this paragraph) will be treated as a project cost from November 1, 2004. If the Authority and Redeveloper cannot agree on the fair market value, the parties shall obtain an appraisal by the appraiser conducting the appraisals for the Authority on other Redevelopment Property. Both the Authority and the Redeveloper shall meet with the appraiser and advise of their view of value. If upon completion of the final appraisal the Authority and Redeveloper still cannot agree on value, the Redeveloper shall obtain a separate appraisal by an MAI appraiser of its choice. Following this appraisal, the two parties will further negotiate regarding value. If no agreement is then reached, the Authority and Redeveloper shall submit the matter to arbitration, which determination shall be final. Notwithstanding anything else to the contrary in this Agreement, no Tax Increment shall be paid to Redeveloper as reimbursement for the acquisition cost of the SR Parcel. 313885m5 SJB CL205-23 1 As of the date of this Amended and Restated Contract, the parties agree that the fair market value of the SR Parcel far the purposes of this Section is $2,600,000. (d) The Redeveloper shall not Transfer any portion of the Redevelopment Property to any Subdeveloper (or to itself or an Affiliate for any Phase ar portion thereof retained and constructed by Redeveloper) at price less than the following: $ 39, 000 per townhome (As amended August 1, 2007) $ 18,000 per condominium or cooperative unit $300,000 for the commercial portion of Phase III The above amounts are payable at closing on any such Transfer, provided that if the Subdeveloper undertakes site improvements, any portion of such payment attributable to the cost of site improvements on the transferred Parcel may be deducted and paid by the Subdeveloper as those costs are incurred. In addition, each Subdeveloper shall pay to the Redeveloper at closing on such land sale the net present value of Projected Tax Increment from the transferred Parcel (calculated as described in Section 3.8(b) hereof). Upon such payment, the Authority shall issue the Initial Note for such amount, subject to all the terms and conditions of Section 3.8. Section 3.2. Authori Parcels. (a) If the Redeveloper notifies the Authority in writing on or after December 1, 2004 that it has been unsuccessful in accomplishing acquisition of Parcels D, E, F and G voluntarily after commercially reasonable efforts (such notice to include a detailed description of the Redeveloper's acquisition efforts), then the Authority (and City, for any Parcels or portions thereof needed for Parkway right of way) will proceed to acquire all such Parcels (hereinafter referred to as "Authority Parcels") through negotiation or the exercise of its powers of eminent domain to the extent permissible under law. The Authority and City will utilize so-called "quick take" powers under Minnesota Statutes Ch. 117 to the extent needed or desirable to allow the redevelopment described in this Agreement to proceed in accordance with the overall schedule. The parties will cooperate and consult with one another on any condemnation actions and specifically on the final price to be paid in settlement of any condemnation action. (b) During the pendency of any Authority actions to acquire any Authority Parcel, the Redeveloper shall be required to prorr~ptly pay all expenses incurred by the Authority in connection with the prosecution thereof, including legal, survey, title, appraisal, relocation, process service, court costs, and similar expenses (subject to reimbursement as a Public Redevelopment Cost in accordance with Section 3.8). The Authority shall, not more often than monthly during the pendency of the action, furnish the Redeveloper with a written itemized statement of all such expenditures. Redeveloper shall have two weeks from the receipt of such statement to pay its share of the same. (c) Not later than five days prior to any date on which the Authority is required to deposit any amount into court to obtain title and possession to any Authority Parcel, Redeveloper shall deliver to the Authority 100 percent of the amount of any such deposit or payment. The Authority shall then have the right, and subject to the terms and conditions hereof, the obligation to use such funds to make such deposit or such payments. The Authority shall have no obligation to repay such funds received, deposited or paid pursuant to this Agreement should the redevelopment covered by this Agreement not be completed for any reason, except to the extent provided otherwise in Section 3.2(e) hereof. 3 t3885v5 sJB CL205-23 11 (d} The Authority will not make the deposit and obtain title to and possession of any Authority Parcel unless: (i) Redeveloper is not in default of any provisions of this Agreement; (ii) The Redeveloper has provided the Authority with an undertaking in the form of a written agreement and security reasonably acceptable to the Authority (including but not limited to a letter of credit, escrow deposit, or lien) that will assure payment by the Redeveloper of: (1 } 100 percent of any condemnation award for the Authority Parcel or Parcels in excess of the previously deposited sums; (2) any relocation benefits for which are not yet paid; (3) the obligation of the Redeveloper under Section 3.2(e) hereof; and (4) the obligation of the Redeveloper under Section 3.2(g) hereof. Such security shall be in the amount adequate to ensure performance of the above-described obligations outstanding from time to time and shall remain in effect according to its terms, and in any event, until suitable and adequate substitute security is agreed to by the parties, or until the obligations secured thereby are fully performed. (iii) The Authority is satisfied that the Redeveloper has obtained, or will be obtaining, fee simple title to all other Parcels of the Redevelopment Property required for the relevant Phase (including any property needed for Public Improvements related to that Phase). (e) Notwithstanding anything herein to the contrary, if at any time before the Authority takes title or is legally required to take title to all interest in any Authority Parcel, the Redeveloper elects to discontinue the condemnation action, then upon written notice from the Redeveloper, the Authority shall immediately discontinue its acquisition activities, and thereafter the Redeveloper's sole obligation shall be (i) to reimburse the Authority for all costs and expenses incurred by the Authority in connection with the acquisition activities and all costs payable by the Redeveloper under Section 3.9, and (ii) to indemnify and save harmless the Authority and the City and their officers, agents and employees and to defend the same from any claim or cause arising out of or occasioned by the discontinuance of such acquisition activities, and the City's and Authority's sole remedy shall be to obtain such reimbursement and indemnity from the Redeveloper. Any amounts deposited by the Redeveloper with the Authority under Section 3.2(c) hereof that remain within the control of the Authority shall be applied toward the Redeveloper's obligations hereunder, and the balance of such amounts returned to the Redeveloper upon determination by the Authority, in its reasonable discretion, that such balance exceeds the amount reasonably expected to be necessary to satisfy the Redeveloper's obligations under this Section 3.2(e). The return of any such balance shall not affect or diminish the Redeveloper's continuing obligations under clause (ii) of this Section 3.2(e). 313885v5 S3B CL2ED5-23 12 (f) The Authority will execute and deliver to the Redeveloper a quit claim deed for each Authority Parcel on the date the Authority has acquired such Parcel, or on such date as the Authority and Redeveloper mutually agree in writing, subject in any case to the Authority having held a public hearing regarding such conveyance in accordance with Section 429.029 of the HRA Act. Unless otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of all deeds, documents shall be made at the offices of the Authority. The deed shall be in recordable form and shall be promptly recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. At closing on acquisition and conveyance of the Authority Parcels the Redeveloper shall pay: (i) all recording costs, including state deed tax, in connection with acquisition of the Parcel by the Authority and the conveyance thereof to the Redeveloper, including costs of recording any instruments needed to remove title encumbrances; (ii) all property taxes due and payable in the year of closing; (iii) any title company closing fees and any other fees related to the transaction. (g} The purchase price to be paid to the Authority by the Redeveloper in exchange for conveyance of the Authority Parcels is the Authority's actual cost of acquisition of such Parcels together with all costs of condemnation including relocation and attorney fees, provided that any amounts paid or deposited by the Redeveloper under Section 3.2 shall be credited against the purchase price, and further provided that in the event the Authority takes title and possession of Authority Parcels under Minnesota Statutes, Section 117.042 before final determination of the damage award, the Redeveloper shall remain obligated to pay to the Authority, within five days after written notice thereof, any additional costs of acquisition through final determination of the damage award under Minnesota Statutes, Chapter 117, to the extent such costs exceed amounts paid or deposited under Section 3.2. (h) As of the date of this Amended and Restated Contract, the Redeveloper has acquired title to Parcel D, E and F directly from the third party owners, and the Authority has acquired Parcel G pursuant to the terms of this Section 3.2 and has conveyed that parcel to Redeveloper. Section 3.3. Relocation. (a) The Redeveloper shall pay all relocation costs (unless properly waived as described in paragraph (b) below) in accordance with MUKA, arising from acquisition of all Parcels of the Redevelopment Property, whether acquired voluntarily or by condemnation. The parties agree and understand that prior to the date of this Agreement, Redeveloper retained Evergreen Land Services ("Relocation Consultant") as a relocation consultant on behalf of the Authority, regarding the relocation benefits and payments to be provided to owners and tenants of the Redevelopment Property. Redeveloper and Authority agree and understand that they will continue to work with the Relocation Consultant (ar any successor appointed by the Authority) regarding relocation matters under this Agreement. Any relocation costs paid by Redeveloper are a reimbursable Public Redevelopment Cost in accordance with Section 3.8. (b) For each Parcel the Redeveloper acquires by voluntary acquisition, before closing the Redeveloper must deliver to the Authority either (i) certifacation fram the Relocation Consultant 3t3885v5 sJE3 CL205-23 13 describing in detail the relocation services, payments and benefits to be provided; or (ii) a written relocation waiver agreement, in a form approved by the Authority and which includes the Authority as an express third-parry beneficiary, specifically describing the type and amounts of relocation assistance services, payments and benefits for which eligible, separately listing those services being waived. In addition, the Redeveloper shall furnish to the Authority a written certification from the Relocation Consultant that prior to execution of any relocation waiver agreement, the Relocation Consultant explained the contents thereof to the owner-occupant. Notwithstanding anything to the contrary in this Section, the waiver option under clause (ii) may not be used for tenants of any Parcel (unless the tenant is also an owner of the Parcel or an Affiliate of the Owner); instead, the Redeveloper must comply with the provisions of clause (i). (c) Without limiting the Redeveloper's obligations under Section 8.3 hereof, the Redeveloper will indemnify, defend, and hold harmless the Authority, the City, and their governing body members, employees, agents, and contractors from any and all claims for benefits or payments arising out of the relocation or displacement of any person from the Redevelopment Property (whether from any Authority Parcel or otherwise) as a result of the implementation of this Agreement. Section 3.4. Platting. (a) Before commencing construction of each Phase, the Redeveloper shall prepare and obtain City approval of a plat of the relevant portion of the Redevelopment Property at Redeveloper's cost and subject to all City ordinances and procedures. The plat must be consistent with the Master Site Plan, provided that nothing in this Agreement is intended to limit the City's authority in reviewing any preliminary or final plat, or to preclude revisions requested or required by the City. The City and Authority will cooperate in all replatting. The relationship between the Master Site Plan and the plat is further described in Section 4.2(a) hereof. The Redeveloper must dedicate to the City, at no cost, all public rights of way needed for the Parkway, storm water ponding area and any necessary utility easements. (b) In connection with each plat, the parties agree and understand that the Redeveloper and City will enter into a development agreement (the "Planning Contract") that addresses planning and land use requirements and is consistent with the covenants regarding the Minimum Improvements and Public Improvements described in Article IV hereof. (C) The Cltj~ w'lli vacate eXlsting Streets and rights of Way as needed t('i of ~CtUat2 each plat. The Redeveloper will cooperate with the City in this effort, including without limitation filing any requests or consents required under City ordinances or State law. (d) The Redeveloper shall pay all SAC and WAC fees and park dedication fees in accordance with applicable City policies and ordinances. The Redeveloper will receive SAC/WAC credits applicable to the Redevelopment Properly, and a credit against park dedication fees for the portion of the storm water pond dedication area not used for the storm water pond (such credit being in the amount of the fair market value of that land area). The details of SAC, WAC and park dedication fees, including amounts and timing of payment, will be specified in each Planning Contract. Section 3.5. Contamination Cleanup-Phase L (a) The City will promptly undertake ail contamination cleanup activities (the "Cleanup Costs") on the Phase I Property specified in the DEER Grant Agreement and the Met Council Grant Agreement. The DEED Grant Agreement requires that a 313$85x5 SJB CL205-23 1 ~, portion of the Cleanup Costs must be paid with a local match. The City, Authority and Redeveloper agree that the required local match will be made from (1) the amount of the Met Council grant, together with (2) the amount deposited by the Redeveloper in accordance with Section 3.5(b) hereof. (b} On or before the first disbursement of DEED grant proceeds to pay Cleanup Costs after the date of this Agreement, the Redeveloper must deposit with the Authority the Redeveloper's share of the local match required under the DEED Grant Agreement (currently estimated to be $340,949), together with any additional amounts needed to cover cost overruns as described in paragraph (c) below (collectively the "Redeveloper Escrow"). The Redeveloper Escrow shall be held and applied by the City solely for the purposes described in this Section. Interest earnings on the Redeveloper Escrow shall be credited to that account. Upon the final disbursement for Cleanup Costs under this Section, any balance in the Redeveloper Escrow shall be returned to the Redeveloper. The amounts deposited in the Redeveloper Escrow will be reimbursable Public Redevelopment Costs to the extent permitted by law. (c) If Cleanup Costs for Phase I exceed the aggregate amount of the DEED grant, Met Council grant and the Redeveloper Escrow, such excess shall be the sole responsibility of the Redeveloper, but shall be reimbursable as a Public Redevelopment Cost. Redeveloper shall deposit such additional amounts in the Redeveloper Escrow within 30 days after Authority determines such costs with reasonable certainty and notifies Redeveloper in writing. However, if additional contamination is found in buildings on the Phase I property during the course of cleanup activities, the Authority or City will apply for additional DEED grant funds for Phase I, which, if awarded, will be applied to offset Redeveloper's obligation under this paragraph. (d) The Redeveloper hereby grants to the Authority and City a temporary right of access over, under and across any portion of the Phase I Property now or hereafter owned by Redeveloper, for the purpose of undertaking the Cleanup Costs. Such right of access is in effect for the time deemed reasonably necessary by the Authority or City to carry out the Cleanup Costs. (e) The City will commence the Cleanup Costs on Parcels of the Phase I Property owned by Redeveloper as soon as reasonably practicable after the date of this Agreement, and will use its best efforts to complete Cleanup Costs on all the Phase I Property in a timely fashion that accommodates the construction schedule for Phase I, subject to Redeveloper (or the Authority, under Section 3.2) having acquired title to such property. (f) Redeveloper and the Authority will cooperate to obtain all necessary and desirable VIC and VPIC approvals from the Pollution Control Agency to assure no liability for Redeveloper, the Authority and the City from acquisition and clean-up of Phase I. Costs of any VIC or VPIC approvals paid by Redeveloper shall be a Public Redevelopment Cost. (g} As of the date of this Amended and Restated Contract, all Phase I cleanup is complete and Redeveloper has paid all Cleanup costs in excess of available grant proceeds. Section 3.6. Contamination Cleanup-Phases II and III. (a} The City or Authority, as appropriate, will timely apply with DEED and the Met Council for contamination cleanup grants for Phases II and III according to the following schedule: 313885v5 SJE3 CL20S-23 1 ~ For Phase II, apply in fa112004; if unsuccessful, re-apply in spring 2005 grant cycle. For Phase III, apply in spring 2005; if unsuccessful, reply in fa112005 grant cycle. (b) Redeveloper will cooperate and assist with all grant applications. For any grants awarded, the Redeveloper will pay any DEED Local Match (to the extend not satisfied by a Met Council grant), subject to reimbursement as a Public Redevelopment Cost to the extent permitted by law. The terms of Section 3.5 shall apply to any contamination cleanup activities for Phases II and III, including without limitation the right of access in Section 3.5(d). The parties further agree to amend this Agreement as needed to carry out the terms of the future grant agreements or otherwise implement the contamination cleanup on the Phase II and III Property. (c) If, after the t~vo grant cycles for each Phase described in paragraph (a) above, the City or Authority does not receive DEED and Met Council grant funds in at least the amount of 87.5 percent of the projected Cleanup Costs for such Phase (excluding demolition costs), the Authority and Redeveloper will each be responsible for half of any unfunded Cleanup Costs for the respective Phases, provided that in no event shall the Authority's obligation under this paragraph for Phases II and III combined exceed $1,000,000. The parties acknowledge to each other that the grant amounts estimated to be needed are $791,512 for Phase II and $1,069,737 for Phase III. This arrangement does not affect the Redeveloper's share of the DEED local match for each Phase, which shall be funded by the Redeveloper. Each party must provide its share of unfunded Cleanup Costs at the times required to commence Phases II and III, subject to financing under the following terms: (i) The Authority may finance its share with an internal loan, revenue bonds or City-issued general obligation bonds (collectively referred to an "Authority Subordinate Note"), secured by Tax Increment subordinate to the Initial Notes and any Refinancing Notes. Any internal loan will carry interest at the maximum rate permitted under Section 469.178, subd. 7 of the TIF Act (which rate may be adjusted annually); and any bonds will be subject to market interest rates. (ii) The Redeveloper will receive as potential repayment for its share a tax increment revenue note (the "Redeveloper Subordinate Note") secured by Tax Increment subordinate to tree Imt~al Notes, a~'iy Refli3anci~ig Notes, ar~d any Authority Subordinate Note. The Redeveloper Subordinate Note will carry interest at rate of 9.0 percent. (iii) 'To the extent Available Tax Increment will support a greater principal amount of Refinancing Notes than needed to prepay the Initial Notes, the excess proceeds will be used to prepay the Authority Subordinate Note and the Redeveloper Subordinate Note pro rata based on the outstanding principal amounts of such notes, subject to all the terms and conditions of Section 3.10. (d) As of the date of this Amended and Restated Contract, the Authority received grants from DEED and Met Council for Phase II in the amount of $871,789 and for Phase III in the amount of $991,226 The remediation activity has been substantially completed, and the parties do not anticipate that Cleanup Costs will exceed available grant proceeds, and therefore do not anticipate the issuance of an Authority Subordinate Note ar Redeveloper Subordinate Note. However, the Authority 313885v5 SJI3 CL,2Q5-23 16 authorizes an interfund loan in connection with costs of the Parkway as described in Section 4.10(d) hereof. Section 3.7. Environmental Warranties and Indemnities. The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the Redevelopment Property or the fitness of such property for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such 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 property except as expressly provided otherwise in Section 3.5. Nothing in this section will be construed to limit or affect any limitations on Liability of the City or Authority under State or federal law, including without limitation Minnesota Statutes Sections 466.04 and 604.02. Section 3.8. Issuance of Initial Notes. (a) Generally. In order to make development of the Minimum Improvements financially feasible, the Authority will reimburse the Redeveloper for Public Redevelopment Costs incurred by Redeveloper through issuance of one or more Initial Notes in accordance with the terms of this Section. The Authority will issue the Initial Notes in series, with each Initial Note secured by Available Tax Increment on a parity basis with one another, except to the extent specific parcels are released from such pledge in accordance with the terms of the Initial Note. The pledge of Available Tax Increment to any Initial Notes will be (i) subordinate to the pledge of such revenue to any outstanding Refinancing Notes (including the Series 2007 Bonds), as such subordination may be further explained or qualified in the resolution or indenture under which Refinancing Notes are issued; and (ii) in a shared position with the Parkway Interfund Loan to the extent described in Section 4.10(d) hereof. (b) Principal Amount. The maximum aggregate principal amount of all Initial Notes is $7,955,400, which represents the amount of assistance needed to provide Redeveloper a 15 percent return on costs as master Redeveloper, as shown in the Development Budget attached as Schedule H. The aggregate principal amount of Initial Notes is subject to adjustment as described in Section 3.9. The principal amount of any individual Initial Note will be the net present value of the Projected Tax Increment attributable to the Redevelopment Property and the Minimum Improvements to be constructed thereon, assuming the interesi rate specified in paragraph (c), unless otherwise agreed by the Authority. The term "Projected Tax Increment" means Available Tax Increment for the maximum duration of the TIF District under law, assuming market values for the subject Minimum Improvements as estimated by the Authority in consultation with the Redeveloper as of issuance of the Initial Note, and class rates and tax rates applicable in the year of issuance. (c) Terms. Each Initial Note will bear interest (a) at the market rate, for Initial Notes transferred to a third party, subject to Authority approval of underwriting assumptions; and (b) at a rate of 6.0 percent annum for Initial Notes owned by the Redeveloper (including any Subdeveloper). Initial Notes will be paid in semi-annual installments on each February 1 and August 1, commencing with the first August 1 after Available Tax Increment is anticipated to be received from the subject Parcel and concluding no later than February 1 of the year following the last calendar year in which the Authority receives Tax Increment from the TIF District. Interest on each Initial Note will accrue from the date of delavery of the Initial Note in accordance with paragraph (d) below. The payment 3 P3885v5 S3B CL205-23 17 schedule far each Note will be calculated by assuming that interest accruing from the date of original issue through and including the February I before first payment date is compounded semiannually on February 1 and August 1 of each year and added to principal. (d) Certification of Public Redevelopmeni Costs. Except as otherwise provided in paragraph (f) below, the Initial Notes will be issued in consideration of payment by Redeveloper of Public Redevelopment Costs incurred by Redeveloper and not paid with any other public financing source under this Agreement. Before issuance and delivery of any Initial Note (or before each disbursement of Initial Nate proceeds, in the case of Initial Notes issued under paragraph (f) below), Redeveloper must submit to the Authority one or more certificates signed by the Redeveloper's duly authorized representative, containing the following: (i) a statement that each cost identified in the certificate is a Public Redevelopment Cost as defined in this Agreement and that no part of such cost has been included in any previous certification or any disbursement from any other public financing source described in Article VII hereof, (ii) evidence that each identified Public Redevelopment Cost has been paid or incurred by or on behalf of the Redeveloper, and (iii) a statement that no uncured Event of Default by the Redeveloper has occurred and is continuing under the Agreement. The Authority may, if not satisfied that the conditions described herein have been met, return any certificate with a statement of the reasons why it is not acceptable and requesting such further documentation or clarification as the Authority may reasonably require. The Redeveloper may apply Public Redevelopment Costs incurred anywhere within the Redevelopment Property toward the principal amount of any Initial Note. (e) Authorization and Delivery. Each Initial Note will be issued in substantially the form set forth in the Authorizing Resolution attached as Schedule D. Each Authorizing Resolution will be approved upon mutual determination by the Authority and Redeveloper of the principal amounts of and payment schedule for each Initial Note in accordance with the terms of this Section. The obligation to deliver each Initial Note is conditioned upon (i} the Redeveloper having delivered to the Authority an investment letter for the Initial Note in a form reasonably satisfactory to the Authority; and (ii) the Redeveloper having delivered to the Authority, and the Authority having accepted, certification of Public Redevelopment Costs in accordance with paragraph (d) in at least the principal amount of the Initial Note, or the Redeveloper having satisfied the conditions of paragraph (f} below; and (iii) there being no uncured Event of Default by Redeveloper under this Agreer~3ent with respect to the relevant Pbiase. ila~withstaridirig anything to the contrary in this Agreement, if the conditions for delivery of the any Initial Note are not met within five years after the date of certification of the TIF District by the County, the Redeveloper's rights and interest to receive such Initial Note terminate. (fl Delivery before expenditure of Public Redevelopment Costs. Notwithstanding anything to the contrary herein, the Authority will issue and deliver any Initial Note before Redeveloper has expended Public Redevelopment Casts in the principal amount of the Initial Note, if the following conditions are satisfied: (i) Redeveloper pays the Authority a purchase price equal. to the principal amount of the Initial Note; 313885v5 SIB CL205-23 1 g (ii) The proceeds of the Initial Note are held by an escrow agent mutually agreed upon by the Redeveloper and the Authority (the "Escrow Agent"}, under an escrow agreement (the "Escrow Agreement") to be entered among the Authority, Redeveloper and Escrow Agent. The form of the Escrow Agreement must be approved by the Authority Representative; (iii) Disbursements are made from the Escrow Agreement upon written approval of the Authority Representative, subject to all the terms and conditions described in paragraph (d) above; (iv) The Escrow Agreement provides that Initial Note proceeds held by the Escrow Agent will be invested in accordance with Minnesota Statutes, Chapter 118A, all interest earnings are credited to funds held under the Escrow Agreement, and the agreement further provides for a suitable accounting system to insure the safe and proper use of Initial Note proceeds for Public Redevelopment Costs and compliance with the terms of this Section and the TIF Act; and (v) Redeveloper pays all Authority Costs related to such transaction, and all costs of the Escrow Agent. (~ No representations. The Redeveloper understands and acknowledges that the Authority makes no representations or warranties regarding the amount of Projected Tax Increment or Available Tax Increment, or that revenues pledged to any Initial Note will be sufficient to pay the principal and interest on such Initial Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. If the Public Redevelopment Costs exceed the principal amount of the Initial Notes, such excess is the sole responsibility of Redeveloper. (h) Status under Amended and Restated Contract. Prior to the date of this Amended and Restated Contract, the parties elected not to proceed with issuance of Initial Notes. As an alternative to a portion of the Initial Notes, the Authority will issue its Tax Increment Revenue Bonds, Series 2007 in the maximum principal amount of $3,200,x00 (the "Series 2007 Bonds"). The Series 2007 Bonds will be issued under substantially the terms described for Refmancing Notes under section 3.10 hereof, and the Series 2007 Bonds will be treated as Refinancing Notes for the purposes of this Agreement except to the extent otherwise provided herein. Proceeds of the Series 2007 Bonds will be used to reimburse a portion of the Public Redevelopment Costs incurred by Redeveloper to date. The principal amount of the Series 2007 Bonds will be counted toward the maximum aggregate principal amount of Initial Notes under Section 3.8(b), as such amount may otherwise be adjusted under the terms of this Agreement. (i) Additional Initial Notes under Amended and Restated Contract. Upon approval of this Amended and Restated Contract, the Authority will also approve issuance of Initial Notes under the terms of this Section, in a principal amount equal to the balance of Public Redevelopment Costs incurred to date by Redeveloper in excess of the net amount to be disbursed fra proceeds of the 3I3885v5 sJS CL205-23 1 g Series 2007 Bonds, subject to the maximum principal amount of Initial Notes under Section 3.8(b) as such amount may otherwise be adjusted under the terms of this Agreement. Section 3.9 TIF Lookback. (a} Generally. The financial assistance to Redeveloi~er under this Agreement is based on certain assumptions regarding likely costs and expenses affecting the Minimum Improvements and proceeds to be derived by the Redeveloper from the sale of the Redevelopment Property. Specifically, the maximum aggregate principal amount of the Initial Notes has been determined based on the amount of assistance needed to provide Redeveloper a 15 percent return on costs, as shown in the current Development Budget attached as Schedule H. The Authority and Redeveloper agree that those assumptions will be reviewed at the times described in this Section, and that the amount of Tax Increment assistance under Section 3.8 will be adjusted accordingly. (b) Master Redeveloper. (i) For all portions of the Redevelopment Property, the Redeveloper shall submit certified cost and revenue analysis to the Authority's financial advisor in the form of the Development Budget and prepared in accordance with generally accepted accounting principles. As shown in Schedule H, the Development Budget shall include a contingency for increases in cost of $100,000, but any other cost changes shall be handled in accordance with subsection (ii) of this paragraph (b). Further, the following costs will be excluded from calculation of return on costs: (1) the monthly administration fee for Redeveloper's activities as the master Redeveloper equal to $10,000 per month from January 1, 2004 through the date of sale of the last housing unit for all Phases (but not to exceed 50 months); (2) the principal amount of any Redeveloper Subordinate Note issued under Section 3.6(c); and (3) any increase in the value of the SR Parcel determined under Section 3.1(c) over the value of such Parcel reflected in the original Development Budget. The Redeveloper agrees to provide to the Authority's consultant any background documentation related to the financial data, upon request. The Authority may retain an accountant to audit the submitted Development Budget, at Redeveloper's cost. The Development Budget must be submitted (1) within 60 days after substantial completion of each Phase; and (2) before issuance of the final Initial Note that will bring the aggregate principal amount of all Initial Notes to the maximum specified in Section 3.8(b). (ii) At the time of final review under clause (i) above, the Authority will determine whether the aggregate actual costs are higher or lower than projected in Schedule H. if the actual costs (excluding any costs paid by grants or other sources of public financing) are higher, the maximum aggregate principal amount of Initial Notes will be increased by 80 percent of such next excess figure, plus 15 percent of the product of that calculation. This increase will be added to the final Initial Note, subject to compliance with all other terms and conditions of Section 3.8. If the actual costs (excluding any costs paid by grants or other sources of public financing) are lower than shown in Schedule H, the maximum aggregate principal amount of Initial Notes will be reduced by 50 percent of such net savings figure, and by 15 percent of the product of that calculation. The reduction will be applied to reduce the principal amount of the final Initial Note, or, if the reduction exceeds the potential amount of final Initial Nate, will be applied as prepayment of the outstanding principal amount of any outstanding Initial Note, Such prepayment will be effective upon delivery to Redeveloper of a written notice stating the amount of required prepayment determined by the Authority in accordance with this Section. 313885v5 SJ~ CL205-23 20 (c) Redeveloper as constructor. For all portions of the Redevelopment Property where Redeveloper constructs the Phase or portions thereof, before comrnencernent of construction the Authority and Redeveloper shall mutually agree in writing on a development pro forma for that Phase or portion thereof allowing for 12 percent net profit to Redeveloper. The pro forma must be in substantially the form of the prototype Redeveloper Pro Forma attached as Schedule I, and net profit will be calculated substantially as described in that schedule. The parties agree and understand that the pro forma will permit administrative costs and overhead costs in the amount of $5,000 per month for up to 20 months, which amounts are excluded from net profit. Within 60 days after substantial completion of the relevant Minimum Improvements, the Redeveloper shall submit certified cost and revenue analysis to the Authority's financial advisor in the form of the final Master Redeveloper Pro Forma and prepared in accordance with generally accepted accounting principles. The Redeveloper agrees to provide to the Authority's consultant any background documentation related to the financial data, upon request. The Authority may retain an accountant to audit the submitted Redeveloper Pro Forma, at Redeveloper's cost. At the time of final review under this paragraph, the Authority will determine whether the net profit is higher or lower than 12.0 percent. If the net profits exceed 12.0 percent but are less than 15.0 percent, then 25 percent of the excess profit will be applied to reduce the principal amount the Initial Note related to that Phase or portion thereof. If the net profits exceed 15.0 percent, then 50 percent of the excess profit will be applied to reduce the principal amount of the Initial Note related to that Phase or portion thereof. In each case, the reduction will be applied to reduce the principal amount of the relevant Initial Noterf it has not been issued at the time of this calculation, or will be applied to prepayment if the relevant Initial Note is outstanding. Such prepayment will be effective upon delivery to Redeveloper of a written notice stating the amount of required prepayment determined by the Authority in accordance with this Section. Any prepayment or reduction under this paragraph is in addition to the prepayment and reduction described in paragraph (b). Section 3.10. Authority Refinancing of Initial Notes (a) Generally. Upon Redeveloper's request, the Authority will refinance the outstanding principal amount of any Initial Note by issuing one or more tax-exempt tax increment revenue notes or bonds (the "Refinancing Notes") to one or more third parties, subject to the terms and conditions contained herein. The Refinancing Notes may be issued in ore or more series, or in series aver time. Refinancing Notes will be secured solely by Available Tax Increment. Redeveloper and the Authority will reasonably and timely cooperate with the refinancing efforts, including providing requested information and attorney opinions and signing documents. Redeveloper shall be solely responsible for securing buyer(s) for the Refinancing Notes. (b) Principal Amount, Terms. Issuance of any Refinancing Note is subject to the following terms and conditions: (1) The revenue stream for Refinancing Notes will be based on estimates of Available Tax Increment from the relevant Minimum Impravements for the duration of the TIF District based on the actual estimated market value (as determined by the County Assessor's Office) of the relevant portion of the Minimum Impravements constructed thereon, including a 1 percent annual inflation factor, 313885v5 SJB CL205-23 21 (2} Estimates of Available Tax Increment (reviewed and approved by the Authority) must provide at least 120 percent debt service coverage on the Refinancing Notes, subject to adjustment if market conditions hermit less and the Authority annrc~ves_ ' " 1 d 1 1. ..._ (3} The Authority must approve the underwriter and all underwriting terms and assumptions, provided that the Authority's consent will not be unreasonably withheld; (4) No Refinancing Note will be issued later than 18 months after the later of (i) the date the expenditures for Public Redevelopment Costs allocated to the relevant Initial Note were paid, or (ii) the date the facilities financed by the Initial Note are placed in service but no later than 3 years after the date of the original expenditure of the Public Redevelopment Costs related to that Initial Note. However, if a Refinancing Note is eligible for the small-issuer rebate exception under Section 148(f)(fJ(D) of the Internal Revenue Code of 1986 as amended, the "18 month" limitation above is changed to " 3 years" and the " 3-year" maximum period in clause (ii) is disregarded. This paragraph does not apply if (1) the Refinancing Note is issued on a taxable basis, or (2) the Authority receives an opinion of anationally-recognized bond counsel selected by the Authority to the effect that the Refinancing Note represents refunding of an "obligation" as defined in Treasury Regulations 1.150-1(b). (5) Issuance of any Refinancing Note is subject to market, legal and timing constraints described in paragraph (c) below. (6) All Refinancing Notes will be issued on a parity basis with one another, including the Series 2007 Bonds, subject to the conditions for issuance of such parity debt set forth in the Paying Agent Agreement between the Issuer and Bond Trust Services Corporation dated August 1, 2007, entered into in connection with issuance of the Series 2007 Bonds. (c) Timing. Notwithstanding the foregoing, the Authority shall have the option to delay issuance of any Refinancing Note temporarily or for as long as the following conditions exist: (1) The Authority is prohibited from issuing any Refinancing Note pursuant to changes in federal law enacted after the date of this Agreement; (2} Substantial adverse changes in the market conditions have occurred that make it infeasible to refinance a Initial Note on a reasonable basis, as confirmed by a bond underwriter to the Redeveloper and Authority in writing; or (3) Delay is necessary to ensure that either the Authority or City will issue less than $10,000,000 of "qualified exempt obligations" (as defined in Section 265(b)(3) of the Internal Revenue Cade of 1986, as amended) in the year of issuance of the Refinancing Notes; provided that the Authority may not delay issuance under this clause if such delay 313885v5 SJB CL205-23 22 would extend issuance past the time required for issuance of a Refinancing Note under Section 3.10(b)(4). /d) Redevelnner Re.cnnn.cihility Unnn Refinancing. If the Authority determines that the net proceeds of a series of Refinancing Notes will be insufficient to prepay the entire principal amount of the relevant outstanding Initial Note or that the Refinancing Notes cannot be issued, the Redeveloper shall: (1) upon issuance of the Refinancing Notes and application of proceeds to pay the outstanding balance of the relevant Initial Note to the extent possible, return the relevant Initial Note to the Authority along with an unconditional release from the Redeveloper and any assignee owner of the Initial Note, which terminates the Authority's obligations with respect to the unpaid principal of and accrued interest on the Initial Note; (2} provide written assurances to the Authority, deemed acceptable to the Authority, that the Redeveloper will deliver to the Authority on or before the date of issuance of the Refinancing Notes an amount which, along with the net proceeds of the Refinancing Notes, will be sufficient to prepay the relevant outstanding Initial Note (the "Cash Requirement"); and deliver the Cash Requirement to the Authority, in immediately available funds, no later than fifteen (15) days prior to the issuance of the Refinancing Notes, in which event the Authority will issue and the Redeveloper will accept a subordinate tax increment revenue note in the amount of the Cash Requirement, secured by Available Tax Increment subordinate to the Refinancing Notes and any outstanding Authority Subordinate Note; or (3) provide a written notice to the Authority that Redeveloper waives its right to request issuance of the relevant Refinancing Notes, in which event the relevant Initial Note will not be prepaid but will remain in full force and effect. (e) Excess Proceeds of Refinancing Notes. If the Authority determines that the net proceeds of a series of Refinancing Notes will exceed the amount needed to prepay the relevant outstanding Initial Note, such excess proceeds will be applied to prepay to the Authority Subordinate Note and the Redeveloper Subordinate Note under the terms described in Section 3.6(c). (f) Redeveloper Representations. The Redeveloper makes the following representations to the Authority with respect to the Refinancing Notes: (1) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause any Refinancing Note to be determined to be a "private activity bond" (as such term is defined in Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"} and in applicable Treasury Regulations promulgated pursuant to applicable provisions of the Code (the "Regulations"} (2) The Redeveloper will take no action, and will nat fail to take an action, the effect of which will be to cause the °'private security ar payment test`' (as such term is 313885v5 sJB CL205-23 2~ defined in Section 141 of the Code and in applicable Regulations) or the "private loan financing test (as such term is defined in Section 141 of the Code and in applicable Regulations to be satisfied with respect to the Refinancing Notes. (3) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause any Refinancing Note to be determined to be an "arbitrage bond"(as such term is defined in Section 148 of the Code and in applicable Regulations). (4) The Redeveloper will take no action, and will not fail to take an action, the effect of which will be to cause interest on any Refinancing Note to be includable in gross income for federal income tax purposes. (~ Other Qualifications. Notwithstanding anything to the contrary in this Agreement, from and after the date of issuance of any Refinancing Note, the Authority shall have no right to enforce, and the Redeveloper shall have no obligations under Sections 6.1 and 8.3 of this Agreement, unless and to the extent that the Authority shall have received an opinion of a nationally-recognized bond counsel selected by the Authority to the effect that the receipt by the Authority of such payment will not cause the interest on the Refinancing Notes to become includable in gross income of the holder thereof for purposes of federal income taxation. Section 3.11. Payment of Authority Casts. The Redeveloper is responsible to pay "Authority Costs," which term means out-of pocket-costs incurred by the City or Authority after December 1, 2003 for: (i) the Authority's financial advisor in connection with the Authority's financial participation in redevelopment of the Redevelopment Property, including without limitation all costs related to establishment of any development or tax increment financing districts, (ii) the City or Authority's legal counsel in connection with negotiation and drafting of the Preliminary Agreement, this Agreement and any related agreements or documents, and any legal services related to the Authority's financial participation in redevelopment of the Property; (iii) any consultants retained in connection with analysis of the Redevelopment Property for eligibility for designation as a redevelopment project or as a redevelopment tax increment financing district; (iv) any consultants retained in connection with the preparation and approval of an EAW and any other state or federal approval for the Redevelopment; and (v) consultants retained by the City and Authority for planning; environmental review, arad engineering _fo_r the Redevelopment, including the zoning and land use approvals and Public Improvements feasibility studies and approvals and applications for any additional grant funding. Costs in connection with the environmental remediation of Phase I shall not be Authority Costs and shall be funded by the grants obtained for such purpose. In addition City and Authority staff costs and costs and expenses shall not be Authority Casts. (b} At any time, but not more often than monthly, the City or Authority may request payment of Authority Costs, and the Developer agrees to pay all Authority Costs (in excess of the initial deposit made under the Preliminary Development Agreement}, within ten days of the City or Authority's written request, supported by suitable billings, receipts or other evidence of the amount and nature of Authority Costs incurred. At Redeveloper's request, but no more often than monthly, the Authority will provide Developer with a written report on current and anticipated expenditures for Authority Casts, including invoices or other comparable evidence. Any Authority Casts paid 313885v5 SJB CL265-23 2~1 by Redeveloper are a Public Redevelopment Cost reimbursable under Section 3.8 to the extent permitted by law. Section 3.12. Business Subsidy. (a} The parties agree and understand that any assistance provided to the Redeveloper under this Agreement with respect to Phases I is not a "business subsidy" under the Business Subsidy Act because the Tax Increment assistance is primarily for housing and entirely for redevelopment property polluted by contaminants as defined in Minnesota Statutes, Section 116J.552, subd. 3; and the DEED and Met Council grant assistance is entirely for pollution control and abatement. In addition, any assistance provided with respect to Phases II and III is entirely for housing and for redevelopment properly polluted by contaminants. (b) Notwithstanding the exclusion of the assistance under this Agreement from the definition of business subsidy, Redeveloper shall file the reports required under Section 116J.994, subd. 7 (c} of the Business Subsidy Act by March 1 of each year, commencing March 1, 2005 and continuing until issuance of the final Certificate of Completion for all three Phases. For the purposes of such reports, the parties agree and understand that the goals of the assistance are to accomplish the cleanup of contaminants on the Redevelopment Property, and to achieve redevelopment of the property as evidenced by completion of the Minimum Improvements according to the phasing schedule described in Article IV. The form of the report is further described in Section 4.8 hereof. If the Redeveloper fails to timely file any report required under this Section, the Authority will mail the Developer a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Redeveloper fails to provide a report, the Redeveloper must pay to the Authority a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section is $1,000. (c) The Redeveloper releases and waives any claim against the Authority and the City and the governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the Authority failed to comply with the Business Subsidy Act with respect to this Agreement. Section 3.13. Other Grants. The Authority, City and Redeveloper will cooperate to obtain other grants to fund costs of the redevelopment described in this Agreement, including without limitation tvletropolitali Council i,veable Cotr~munities Funds. To the extent obtained, such funds shall provide enhanced amenities or offset other public costs. 3~~~asVs spa ccaas-ZS 25 ARTICLE IV Construction of Minimum Improvements and Public Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it will construct or cause (through a Subdeveloper as provided herein or otherwise} construction of the Minimum Improvements on the Redevelopment Property, in accordance with approved Construction Plans and at all times while Redeveloper owns the Redevelopment Property, will operate, maintain, preserve and keep the respective components of the Minimum Improvements or cause such components to be operated, maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. Section 4.2. Master Site Plan and Construction Plans. (a} Master Site Plan. The Master Site Plan for the Redevelopment Properly as of August 1, 2007 is attached hereto as Schedule B. The parties agree and understand that the Master Site Plan may be refined and modified as part of the review and approval process for each plat, subject to approval by the Authority. (b) Construction Plans. Before commencing construction of each Phase, the Redeveloper shall submit to the Authority Construction Plans for the subject Phase. The City's chief building official and community development director will review and approve all Construction Plans on behalf of the Authority, and for the purposes of this Section the term "Authority" means those named officials. The Construction Plans shall provide for the construction of the subject Phase and shall be in conformity with this Agreement, the Master Site Plan as it may be revised, the Design Guidelines, the TIF Plan, the relevant Planning Contract and all applicable State and local laws and regulations. The Authority will approve the Construction Plans in writing or by issuance of a permit if (i) the Construction Plans conform to all terms and conditions of the Master Site Plan, the Design Guidelines, this Agreement, the final plat for the relevant Phase and the relevant Planning Contract; (ii) the Construction Plans conform to the goals and objectives of the TIF Plan; (iii) the Construction Plans conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the Construction Plans are adequate to provide for construction of the subject Phase; and (v) there is no uncured Event of Default. No approval by the Authority shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to construct the subject Phase in accordance therewith. No approval by the Authority shall constitute a waiver of an Event of Default, or waiver of any State or City building or other code requirements that may apply. Within 30 days after receipt of complete Construction Plans and permit applications for a building within any Phase, the Authority will deliver to the Redeveloper an initial review letter describing any comments or changes requested by Authority staff. Thereafter, the parties shall negotiate in good faith regarding final approval of Construction Plans for that building. The Authority's approval shall not be unreasonably withheld or delayed. Said approval shall constitute a conclusive determination that the Construction Plans (and the subject Phase, constructed in accordance with said plans) comply to the Authority's satisfaction with the provisions of this Agreement relating thereto. The Redeveloper hereby waives any and aII claims and causes of action whatsoever resulting from the review of the Construction Plans by the Authority and/or any changes in the Construction 313885v5 SJB ~L205-23 26 Plans requested by the Authority, except for any failure by Authority to perform its obligations under this Section. Neither the Authority, the City, nor any employee or official of the Authority or City shall be responsible in any manner whatsoever for any defect in the Construction Plans or in any work done pursuant to the Construction Plans, including changes requested by the Authority. (c) Construction Plan Changes. If the Redeveloper desires to make any material change in the Construction Plans or any component thereof after their approval by the Authority, the Redeveloper shall submit the proposed change to the Authority for its approval. If the Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the 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 as soon as reasonably practicable but in any event within 30 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 and the provisions of paragraphs (b), (c} and (d) below, the Minimum Improvements must be constructed in accordance with the following schedule: Phase I: As of the date of this Amended and Restated Contract, the internal site improvements and at least 80 percent of the required number of units for Phase IA are complete. Redeveloper must substantially complete all internal site improvements for Phase IB, including roads, and at least 80 percent of required number of housing units for Phase IB, by December 31, 2008. Phase II: As of the date of this Amended and Restated Contract, Phase IIA is under construction. Redeveloper must substantially complete all internal site improvements, including roads, together with at least 80 percent of required number of housing units for Phase IIA, by Apri130, 2009. Redeveloper must substantially complete all internal site improvements, including roads, together with at least 80 percent of required number of housing units for Phase IIB, by December 31, 2009. Phase III: Redeveloper must construct and complete all internal site improvements, including roads, and at least 80 percent of the required number of housing units, according to the following schedule: Phase IIIA: Commence by December 31, 2008; complete by December 31, 2010. Phase IIIB: Commence by December 31, 2010; complete by December 31, 2012. 313885v5 SJ~ CL205-23 27 Phase IIIC: Commence by December 31, 2012; complete by December 31, 2014. (b) The parties agree and understand that the number and tune of units and construction schedule for each Phase may be adjusted, subject to approval by the Authority Representative, except that if the total number of units for any Phase is reduced by 10 percent or more, such change must be approved by the Authority's board of commissioners. The parties also acknowledge that the final numbers and types of units will be specified in the Planning Contract for each Phase. (c) All work 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 with the Planning Contract. If the Redeveloper is making substantial progress with respect to the redevelopment 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. 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 redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. Upon an approved assignment to a Subdeveloper pursuant to Section 8.2, it is understood that the obligation of the Redeveloper as regards any portion of the Project so assigned shall be limited or terminated in accordance with the approved assignment. Subsequent to conveyance of the Redevelopment Property, or any part thereof, to the Redeveloper, and until construction of the Minimum Improvements has been completed, the Redeveloper shall make reports, in such detail and at such times as may reasonably be requested by the Authority, as to the actual progress of the Redeveloper with respect to such construction. (d) The parties agree and understand that certain rights and obligations regarding construction of a portion of the 2vlinimum improvements have been assigned to The Ryland Group, Inc. ("Ryland"). Notwithstanding the schedule described in paragraph (a) of this Section, Ryland, as successor to Redeveloper, shall not be in default under this Section if Ryland completes all the units designated for construction under the Master Site Plan on each portion of the Redevelopment Property conveyed from Redeveloper to Ryland within three years after closing on conveyance of the subject portion from Redeveloper to Ryland. For any portion of the Redevelopment Property not conveyed to Ryland, or for which Redeveloper regains title after initial conveyance to Ryland, Redeveloper remains obligated to construct the Minimum Improvements designated for construction on that portion in accordance with paragraph (a) of this Section (taking into account any units constructed by Ryland in particular Phase). Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements (and each Phase thereof} in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum ~ issss~s ssa cLZOS-ZS 28 Improvements (including the dates for completion thereof}, the Authority will furnish the Redeveloper with a Certificate of Completion in substantially the form attached as Schedule C. Such certification by the Authority shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in anv deed with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the relevant Phase of the Minimum Improvements and the dates for the completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) Upon Redeveloper's request, the Authority shall furnish to the Redeveloper a Certificate of Completion far each housing unit upon substantial completion of such unit, as evidenced by issuance of a certificate of occupancy therefor by the responsible inspecting authority. (c) Each Certificate of Completion provided for in this Section 4.4 of this Agreement shall be in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments pertaining to the Redevelopment Property. If the Authority shall refuse or fail to provide any certification in 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 perform in order to obtain such certification. (d) The construction of the Minimum Improvements or any Phase thereof shall be deemed to be substantially complete for the purposes of this Agreement when the Redeveloper has received a certificate of occupancy from the City for the required number of housing units specified in Section 4.3(a) for that Phase, and the specified site improvements for that Phase have been substantially completed as reasonably determined by the Authority Representative. In the case of Phase I, the certificate of occupancy for commercial improvements may exclude tenant build-outs. Section 4.5. Gralit Covenants. (a) As required under the DEED Grant Agreement for Phase I, at least 10 percent of the number of units required for Phase I must be sold initially at a purchase price not to exceed 110 percent of the maximum affordable price under Met Council guidelines in effect in the year of the sale. As a condition to issuance of a Certificate of Completion for Phase I (and in any event, prior to issuing any Refinancing Note related to Phase I), Redeveloper shall submit to the Authority evidence of compliance with this Section, including at a minimum certificates of real estate value delivered at closing for the required number of units. The parties agree and understand that, as of the date of this Amended and Restated Contract, the requirements of this paragraph regarding Phase I have been met. (b) If the Authority or City receives DEED cleanup grants for Phase II and/or III, and the grant imposes similar requirements, the provisions of paragraph (a) shall apply for those Phases. As of the date of this Amended and Restated Contract, Redeveloper acknowledges its continuing 3I3885v5 SJB CL20S-23 24 obligation regarding maximum sales price with respect to Phases II and III, in order to comply with DEED grant agreements for those phases. Section 4.6. Association Covenants. (a) Upon execution of the Planning Contract for each Phase or portion thereof, the Authority shall be entitled to review and approve the initial articles, bylaws and declaration of restrictive covenants for the townhome or condominium association (the "Association") to be created (collectively, the "Housing Association Documents"). (b) The Housing Association Documents shall include at least the following provisions, unless and to the extent any provisions are prohibited by rules of federal agencies, quasi-federal agencies or similar nationally recognized entities providing financing or guarantees for construction or purchase of the Minimum Improvements: (i} a requirement that each unit owner be a member of the Association; (ii} a requirement that the Association have the authority to assess unit owners; (iii) a requirement that the Association establish a maintenance fund for exteriors, common areas and utilities including an annual assessment per unit reasonably acceptable to the Authority; and (iv) along-term plan providing for maintenance and replacement reasonably acceptable to the Authority, describing the timing, cost and monthly assessment needed to pay such costs. Section 4.7. Records. The Authority, the Met Council, DEED, the Legislative Auditor and the State Auditor's office, through any authorized representatives, shall have the right after reasonable notice to inspect, examine and copy all books and records of Redeveloper relating to the Public Redevelopment Costs and the Minimum Improvements. Redeveloper shall also use reasonable efforts to cause the contractor or contractors, all sub-contractors and their agents and lenders to make their books and records relating to the Public Redevelopment Costs available to the Authority, upon reasonable notice, for inspection, examination and audit. Redeveloper shall maintain such records and provide such rights of inspection for a period of six years after issuance of the Certificate of Completion for the Minimum Improvements. Section 4.8. Reports. The Redeveloper must submit to the Authority a written report at least quarterly, commencing March 1, 2005 and continuing until issuance of the Certificate of Completion for the final Phase of the Minimum Improvements. The report must describe progress on construction of the Minimum Improvements and must comply with the DEED Grant Agreement, the Met Council Grant Agreement, and Section 116J.994, subd. 7(c) of the Business Subsidy Act. The Authority will provide information to the Redeveloper regarding the required forms. Section 4.9. Acknowled ements. During work on the Public Redevelopment Costs and the Minimum Improvements, Redeveloper must past a sign on the site containing the following or similar language: This project was financed in part through the Columbia Heights Economic Development Authority, with grant funds provided by the Metropolitan Council through the Livable 313885v5 SJB CL205-23 30 Communities Demonstration Account of the Metropolitan Livable Communities Fund, and by the Minnesota Department of Employment and Economic Development. Section 4.10. Construction of Public Improvements. (a} City Responsibilities. The City will construct the Parkway; all sewer and water utilities in the Parkway right of way; and the storm sewer improvements and open space improvements in the area dedicated in the plat for storm water ponding (collectively, the "Public Improvements"). The City will consult with Redeveloper regarding final plans for the Public Improvements and reasonably respond to Redeveloper comments on such plans. City will construct the Public Improvements in a time frame consistent with the construction schedule for the Minimum Improvements. (b) Redeveloper Responsibilities. The Redeveloper will construct, at its cost, all interior roads and associated infrastructure. As noted in Section 3.4, the Redeveloper will dedicate the Parkway right of way as a public street. The City and Redeveloper will mutually agree whether interior roads in each Phase will be private or dedicated to the public (such determination to be specified in the relevant the Planning Contract). Notwithstanding anything to the contrary in this Section, a determination that interior roads will be dedicated to the public will not relieve Redeveloper's obligation to pay the cost of construction. All costs incurred by Redeveloper under this paragraph are a Public Redevelopment Cost reimbursable in accordance with Section 3.8. (c) Financing of Public Improvements. Costs of the Public Improvements will be allocated between the City and Redeveloper substantially in accordance with the Public Improvements Budget attached as Schedule F. Such budget is subject to modification by mutual agreement of the City and Redeveloper as final plans are developed. The City currently expects to finance its portion of Public Improvement costs from a combination of Minnesota Department of Transportation state aid funds and City utility funds. The Redeveloper's portion of the Public Improvement Costs will be specially assessed against the Redevelopment Property. Before the City awards bids for any portion the Public Improvements, the Redeveloper must execute and deliver to the City a petition and waiver agreement in a form acceptable to the City, under which Redeveloper accepts special assessments in the amount shown in the Public Improvement Budget (as it may be modified), and waives all rights to challenge such assessments. (d) In connection with construction of the Parkway, the City experienced cost overruns in the amount of $150,000 created by the need for remediation of unexpected contamination in the Parkway right of way. Redeveloper shall be responsible for $75,000 of such costs to extent descsribed in paragraph (e) of this Section. The Authority will reimburse the City for its $75,000 share of such costs through an interfund loan under the terms of this paragraph (referred to as the "Parkway Interfund Loan"). The principal amount, together with interest at the rate of 5% accrued from August 1, 2007, is payable from Available Tax Increment on each August 1 and February 1 commencing February 1, 2008 and continuing until the Parkway Interfund Loan is paid in full or the date of last receipt of Available Tax Increment, whichever occurs first. The pledge of Available Tax Increment to the Parkway Interfund Loan is (i) subordinate to the pledge of such revenue to any outstanding Refinancing Notes (including the Series 2007 Bonds), as such subordination may be further explained or qualified in the resolution or indenture under which Refmancing Notes are issued, and (ii) in a shared position with any outstanding Initial Notes, such that 50 percent of the Available Tax Increment remaining on any payment date under any Initial Notes, after payment or provision for payment of amounts then due under the Series 2007 Bands and any other outstanding Refinancing 313885v5 sJEJ CLZOS-23 ~ 1 Notes, is pledged to the Parkway Interfund Loan, and the remaining 50 percent is pledged to any outstanding Initial Notes. Notwithstanding anything to the contrary herein, (a) before applying its share of Available Tax Increment to the Parkway Interfund Loan, the Authority will apply toward payment of the Parkway Interfund Loan in any year $22,000 of the Tax Increment received as of anv payment date (i.e. $11,000 on each semi-annual payment date), representing a portion of the Tax Increment deducted from the defmition of Available Tax Increment; and (b) to the extent proceeds of Met Council or DEED grants remain after payment of all Cleanup Costs under Article III, and such proceeds may legally be applied to contamination costs incurred in the Parkway, the City or Authority will apply such excess grant proceeds first to prepay the Parkway Interfund Loan, and second as provided in paragraph (e) of this Section. (e) If, by December 31, 2007, the Authority or City have not determined that Met Council or DEED grant funds (including any required developer match) are available and may be legally applied to pay the Redeveloper's share of cleanup costs described in paragraph (d) of this Section, Redeveloper shall promptly pay to the City the Redeveloper's $75,000 share of such costs. Such payment is eligible for treatment as a Public Redevelopment Cost to the extent not later reimbursed from grant proceeds. 313885v5 SJB ~L205-23 ~2 ARTICLE V Insurance Section 5.1. Insurance. (a} The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements an All Risk Broad Form 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 the 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 nonreporting form on the so-called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content satisfactory to the Authority; (ii) Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence, and shall be endorsed to show the City and Authority as additional insured (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) Workers' compensation insurance, with statutory coverage. (b) Upon completion of construction of the Minimum Improvements and prior to the Termination Date, the Redeveloper shall maintain, or cause to be maintained, at its cost and expense, and from time to time at the request of the Authority shall furnish proof of the payment of premiums on, insurance as follows: (i) Insurance against loss and/or damage to the Minimum Improvements under a policy or policies coverirg sucl-i risks as are ordinarily insured against by similar businesses. (ii) Comprehensive general public liability insurance, including personal injury liability (with employee exclusion deleted), against liability for injuries to persons and/or property, in the minimum amount for each occurrence and for each year of $2,000,000 and shall be endorsed to show the City and Authority as additional insureds. (iii) Such other insurance, including workers' compensation insurance respecting all employees of the Redeveloper, in such amount as is customarily carried by like organizations engaged in Like activities of comparable size and liability exposure; pravided that the Redeveloper may be self-insured with respect to all or any part of its Liability for workers' compensation. 313885v5 SJB CL2(}5-23 3~ (c) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper that are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit annually with the Authority a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way as to reduce the coverage provided below the amounts required herein without giving written notice to the Redeveloper and the Authority at least 30 days before the cancellation or modification becomes effective. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. Any insurance required under this Article may be provided separately by Phase or building. (d) The Redeveloper agrees to notify the Authority immediately in the case of damage exceeding $100,000 in amount to, or destruction of, the Minimum Improvements or any portion thereof resulting from fire or other casualty. In such event the Redeveloper will forthwith repair, reconstruct, and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessary to accomplish such repair, reconstruction, and restoration, the Redeveloper will apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, regardless of whether the net proceeds of insurance received by the Redeveloper for such purposes are sufficient to pay for the same. Any net proceeds remaining after completion of such repairs, construction, and restoration shall be the property of the Redeveloper. Section 5.2. Subordination. Notwithstanding anything to the contrary herein, the rights of the Authority with respect to the receipt and application of any insurance proceeds shall, in all respects, be subordinate and subject to the rights of any Holder under a Mortgage allowed pursuant to Article VII of this Agreement. Section 5.3. Qualifications. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that: (a} The provisions of Section 5.1 hereof shall not apply to a housing unit from and after the date that such unit is substantially completed and said to anowner-occupant. (b) Upon transfer of the Redevelopment Property or portion thereof to another person or entity except for sales to owner-occupant, 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 terms and conditions of Section 8.2(b} or 8.3 hereof. 3I3885v5 S7B CL205-23 34 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that the Authority is providing substantial aid and assistance in furtherance of the redevelopment described in this Agreement, in part through issuance of the Note. The Redeveloper understands that the Tax Increments pledged to payment of the Note are derived from real estate taxes on the Minimum Improvements, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay real estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Redevelopment Property and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority through 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 the county auditor. In any such 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 in the real 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 property tax on the Redevelopment Property pursuant to any law, or transfer or permit transfer of the Redevelopment Property to any entity whose ownership or operation of the property would result in the Redevelopment Property being 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). Section 6.3. Qualifications. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that: (a) The provisions of Sections 6.1 and 6.2 hereof shall not apply to a housing unit from and after the date that such unit is substantially completed and sold to anowner-occupant. (b) Upon transfer of the Redevelopment Property or portion thereof to another person or entity except for sales to owner-occupants, the Redeveloper will remain obligated under Sections 6.1 and 6.2 hereof relating to such portion transferred, unless the Redeveloper is released from such obligations in accordance with the terms and conditions of Section 8.2(b) or $.3 hereof. 313885v5 SJB CL205-23 3~ ARTICLE VII Financing Section 7.1. Mort~a~e Financing. (a} Before commencement of construction of any Phase, the Redeveloper shall submit to the City evidence of one or more commitments for financing which, together with committed equity for such construction, is sufficient for payment of the Minimum Improvements. Such commitments may be submitted as short term financing, Long term mortgage financing, a bridge loan with a long term take-out f nancing commitment, or any combination of the foregoing. (b) If the Authority finds that the financing is sufficiently committed and adequate in amount to pay the casts specified in paragraph (a) then the Authority shall notify the Redeveloper in writing of its approval. Such approval shall not be unreasonably withheld and either approval or rejection shall be given within twenty (20) days from the date when the Authority is provided the evidence of financing. A failure by the Authority to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of financing within ten (10) days after such rejection. (c) In the event that there occurs a default under any Mortgage authorized 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 shall 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. In the event there is an event of default under this Agreement, the Authority will transmit to the Holder of any Mortgage a copy of any notice of default given by the Authority pursuant to Article IX of this Agreement. (d) 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 SLiCli reasonable tei'iiiS and COY'iditlonS as the Atitl'iorltj% and I-lGider lilLitiialiy agree in writii'ig. Notwithstanding anything to the contrary herein, any subordination agreement must include the provision described in Section 7.1(c}. 313885v5 SJi3 CL205-23 ~6 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification 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, and 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 Property and Assignment of Agreement. The Redeveloper represents and agrees that until the Termination Date: (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, assignment, 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 any contract or agreement to do any of the same, to any person or entity (collectively, a "Transfer"), without the prior written approval of the Authority's hoard of commissioners. The term "Transfer" does not include (i) encumbrances made or granted by way of security for, and 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 Minimum Improvements 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 Improvements, or (iii) any sale, conveyance, or transfer in any form to any Affiliate. The parties agree and understand that Redeveloper intends to Transfer certain portions of the Redevelopment Property, along with certain rights and obligations of Redeveloper under this Agreement, to one or more third party developers ("Subdevelopers") who will construct portions of the Minimum Improvements. Any such Transfer is subject to the provisions of this Section. (b) If the Redeveloper seeks to effect a Transfer, the Authority shall be entitled to require as conditions to such Transfer that: (1) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper as to the portion of the Redevelopment Property to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable in the public land records of Anoka County, Minnesota, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the 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, except that the "lookback provisions" of Section 3.9(c) shall not apply to a transferee; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have 313885v5 sJII CL205-23 37 assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the 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 voluntary or involuntary, shall operate, legally, or practically, to deprive or limit the Authority of or with respect to any rights or remedies on controls provided in or resulting from this Agreement with respect to the 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, no such transfer or approval by the Authority thereof shall 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 respect thereto. (3) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VIII, shall be in a farm reasonably satisfactory to the Authority. (c) If the conditions described in paragraph (b) are satisfied, then the Transfer will be approved and the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned, or otherwise conveyed, unless the parties mutually agree otherwise. The Authority will review and respond to a request for Transfer within 45 days after receipt of a written request. Notwithstanding anything to the contrary herein, any Transfer that releases the Redeveloper from its obligations under this Agreement (or any portion thereof) shall be approved by the Authority's board of commissioners. If the Redeveloper remains fully bound under this Agreement notwithstanding the Transfer, as documented in the transfer instrument, the Transfer may be approved by the Authority Representative. The provisions of this paragraph (c) apply to all subsequent transferors. (d) Nothing in this Article VIII will be construed to require, as a condition for release of the Redeveloper hereunder or otherwise, that purchasers of any unit assume any obligations of the Redeveloper. Upon sale of any residential unit to an initial owner-occupant, the Authority will provide to Redeveloper or the buyer a certificate in recordable form releasing the unit from all encumbrances of this Agreement. (e} Notwithstanding anything to the contrary in this Agreement: (1) If a Phase is transferred under this Section in part but not in whole, and Redeveloper will be, upon such transfer, released from its obligations as to the portion transferred, as a condition to approval of the Transfer the Authority may designate the portion of Minimum Improvements for that Phase that are allocated to the transferred Parcel, such that the transferee is bound by all the terms of this Agreement as to the allocated number of housing units (or amount commercial improvements in the case of Phase I); and 313885v5 SJB CL205-23 3 (2} the "lookback provisions of Section 3.9(c) will not apply to any permitted transferee under this Section and no Initial Note issued to or held by a transferee shall be subject to reduction or prepayment under the terms of Section 3.9(b}. c,,,.~:,..-, o ~ ~,.i,,,,..,. .,a T..a,..,,...:F:,.,.~:,.~ n,._.,....,.~~.. i,.~ my,.~ r~,.a,.__..Y..___ __r_____ r_-___ Ut~.L lilllt U.J. 1\LtG0.JG altU i1tUG111t1111G0.U1111 l.ltVG11GU1W. `tL/ 1llG 1lGUGVGtU (IGt 1G1GQ.JGJ It lltlt and 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 harmless the Authority and the City and the governing body members, officers, agents, servants and employees thereof against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements. (b} Except far willful or negligent misrepresentation, misconduct or negligence of the Indemnified Parties (as hereafter defined), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Redeveloper agrees to protect and defend the Authority and the City and the governing body members, officers, agents, servants and employees thereof (the "Indemnified Parties"), now or forever, and further agrees to hold the Indemnified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements. (c) Except for any negligence of the Indemnified Parties (as defined in clause (b) above), and except for any breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Minimum 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. 3I3885v5 SJI3 CL205-23 ~~ ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, 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 the 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 or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under this Agreement or the Planning Contract; (b) The Redeveloper: (i} files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy 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; or (iv) is adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. (a) 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 4.2 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: (b) Upon an Event of Default by the Redeveloper, the Authority may withhold payments under any Initial Note in accordance with its terms, which withheld amount is payable, without interest thereon, on the first payment date after the default is cured. Notwithstanding anything to the contrary herein, upon default under this Agreement or the Planning Contract with respect to any Phase (or any Parcel of a Phase transferred to a Subdeveloper), the Authority may withhold Available Tax Increment attributable to the defaulting Phase or Subdeveloper's Parcel, but may not withhold Available Tax Increment attributable to any Phase or Parcel thereof for which there is no uncured default as of the relevant payment date. However, any default in Redeveloper's obligation under Section 4.5 will 3 23885v5 SJ~ CL205-23 X10 entitle the Authority to withhold Available Tax Increment attributable to the entire Phase, whether or not Parcels are transferred to a Subdeveloper. If Redeveloper submits evidence to the Authority that the remedy for breach of Section 4.5 described herein materially impairs the ability to finance the Minimum Improvements or any portion thereof, the Authority will negotiate in good faith with Redeveloper= regarding an alternative remedy, but in any event such alternative remedy will reasonably protect the Authority and City from liability in the event DEED or Met Council demands repayment of ail or any portion of funds provided under the DEED Grant Agreement and Met Council Grant Agreement. (c} Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 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 any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article IX. Section 9.4. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and 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 hereunder. 313885v5 SJB CL2Q5-23 41 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests; Authorit~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 any 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 employee 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 or County or 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 Opportunity. 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 and 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 Improvements for uses described in the definition 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 reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of 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 given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at 615 First Avenue NE, Minneapolis, MN 55413, Attention: Bradley J. Schafer; and 313885v5 S3II CL205-23 42 (b} in the case of the Authority or City, is addressed to or delivered personally at 590 40th Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive Director/City Manager; or at such other address with respect to either such party as that party may_ ,from time to time, designate i~~ 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 this 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 and the Redeveloper. Section 10.10. Authori or City 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 on the Termination Date, except that termination of the Agreement does not terminate, limit or affect the rights of any party that arise before the Termination Date. 313885v5 SJB CL205-23 43 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. ~~ Its Executive Drector - Walter R. Fehst STATE OF MINNESOTA ) SS. COUNTY OF ANOKA ) ~---~ The foregoing instrument was acknowledged before me this ~ day of ~ t , ?007, by Gary Peterson and Walter R. Fehst, the President and Executive Director of the bia Heights Economic Development Authority, a public body politic and corporate, on beh of the Authority. 2~3,w~.,_,* ~ ~ ~ otary Public ~ ;:&E T ,: "~',, a. v. a 31855v3 SJB CL205-23 C~_1 CITY OF COLUMBIA HF~HTS B STATE OF MINNESOTA ) } SS. COUNTY OF ANOKA ) Its Mayor- Gary L . Peterson By .~ Its City Manager- Walter R. Fehst The foregoing instrument was acknowledged before me this ~~ day of , 2007, by Gary Peterson and Walter R. Fehst, the Mayor and City Manager of the City of umbra Heights, a Minnesota municipal corporation, on behalf iry. No ~ y Public er . ~-~ y8e egg~g[ .~1 4~6it'9 a~ {p leil~~ 3~J~ ~ Are ::OTAR" ~ t .~ TA ~- .- ,~ ~.:~ . ;138Yv~ SJF3 CL'?l)5-?3 S_2 HUSET PARK DEVELOPMENT CORPORATION President and Chief Executive Officer STATE OF MINNESOTA } SS. COUNTY OF~j~. ~;® ,~ ) a The foregoing instrument was acknowledged before me this day of 2007 by Bradley J. Schafer, the President and Chief Executive Officer of Huset P Corporation, a Minnesota corporation, on behalf of ther,.cporation. ~~ W ~ ~ ~sas~~ sus c~,2os-?~~ S-3 CONSENT BY ASSIGNEE The undersigned, as assignee of certain rights of Redeveloper under the attached Amended and Re~taterl Cnntract fnr Private Rerlevelnnment (thP. "AmenriPri t"'nntrant"l harPhv rnneant to all terms of the Amended Contract; provided that nothing in this consent will alter or affect the rights of undersigned under the Agreement of Purchase and Sale (Finished Lots) between The Ryland Group, Inc. and Redeveloper dated April 18,2005, as amended. THE RYLAND GROUP, INC. By Its 1 t, _ STATE OF MINNIESOTA ) SS. COUNTY OF ~-,~r d - r ) Th foregoing instrument was-acknowledged before me this x '~"~ y ~~-~da of ^~~~~ .~ , 2007 by _ m ~~t. ~~-1 :~ the=cam-- ~' ~7 ~ ~ and of the Ryland Group, Inc., a Maryland corporation, on behalf of the corporation. S-4 CONSENT BY ASSIGNEE The undersigned, as assignee of certain rights of Redeveloper under the attached Amended and Restated Contract for Private Redevelobment (the "Amended Contract"), hereby consent to all terms of the Amended Contract. PARKVIEW HOMES, LLC By =-~ ~---° _ Its ~ ~ ,z-~iL' STATE OF MINNESOTA ) ~ ~~. 3i3s85v3 s.~H rL~us-z3 S-5 SCHEDULE A REDEVELOPMENT PROPERTY Huset Park Plat Lots 1 through 124 and 108A through 115A, Lot 124A except for the East 15.00 feet thereof, and Lot 1248, Block 1; and Outlots A and B; Huset Park, according to the recorded plat thereof, Anoka County, Minnesota. Huset Park Second Addition Plat Lots 1 through 93, 79A through 83A, Block 1; and Lots 1 through 12, SA, 6A, and12A, Block 2; and Outlot A; Huset Park Second Addition, according to the recorded plat thereof, Anoka County, Minnesota. Parcel E [Greif] Lots 7, 8, 9, 10, 11, 12, 13, 14 and 15 in Block 90 in Columbia Heights Annex to Minneapolis; also the following described portion of Block "G" said Columbia Heights Annex to Minneapolis: COMMENCING at the southwest corner of said Block "G", running thence north along the line between said Block "G" and the above mentioned Block 90, 360 feet to the northeast corner of said Lot 7, in said Block 90; running thence east parallel with the south line of said Block "G" 279.9 feet to a point 50 feet westerly at right angles from the center of the railroad tract operated across said Block "G"; thence running southerly curving to the left along a line which is the right of way line of said railroad and 50 feet westerly from and parallel with said tract, said tract being upon a curve of 5 degrees, to the south line of said Block "G"; running thence west along the south line of said Block "G" 194.4 feet to the place of beginning. BEING the same premises conveyed to the party of the first part by the Columbia Heights Foundry Co., a corparation of the State of Minnesota, by deed bearing date the 2nd day of August, 1909, and recorded on August 3`d, 1909 in Book "61" Page 539. COMMENCING at a paint 279.9 feet easterly from the northeast corner of lot 7, Block 90, Columbia Heights Annex to Minneapolis, and in a line drawn from said northeast corner of said lot 7 parallel with the south line of Block "G" of said Columbia Heights Annex to Minneapolis, said paint of beginning being the northeasterly corner of a tract of land heretofore under date of August 2nd, 1909, conveyed by Columbia Heights Foundry Company to said party of the first part; thence running east on a line parallel with the south line of said Block "G" to a point 6 feet westerly from the center of the westerly rail of the railroad tract running in a northerly and southerly direction across said Block "G", said tract being the first track east of the tract of land conveyed to said first party by said deed of August 2nd, 1909; thence southerly, on a 5 degree curve to the lefts along a 313885v5 SJB CL205-23 A_ 1 line parallel with and 6 feet distant westerly from the center of said westerly said of said railroad tract, to the south line of said Block "G"; thence westerly along said south line of said Block "G" to a point 194.4 feet easterly from the southwest corner of said Block "G", said point easterly from said southwest corner of said Block "G" being the southeasterly corner of said tract heretofore under date of August 2`"~, 1909 conveyed to said f rst party; thence running north on a 5 degree curve to the right along the easterly line of said tract deeded said first party of August 2°d, 1909, and parallel with said westerly rail of said railroad tract, to the place of beginning. The last described premises being subject to the provisions of a certain agreement bearing date the 30th day of December 1909, made between the party of the first part and The Arcade Investment Company, a Minnesota corporation, and being the same premises conveyed to the party of the first part by said The Arcade Investment Company by deed bearing date the 30th day of December, 1909, anal recorded on the 21St day of February 1910, in Book "60" Page 3 S l . ALL that part of Block "G", Columbia Heights Annex to Minneapolis, described as follows, to-wit: COMMENCING at a point 86.5 feet easterly from the northeast corner of lot 7, Block 90, in said Columbia Heights Annex to Minneapolis, and in a line drawn easterly from said northeast corner of said lot 7 and parallel with the south line of said Block "G"; deflecting thence 90 degrees from said line to the north and running thence north a distance of 118.18 feet to a point 6 feet south, measured at right angles from the center of the southerly rail of the Thiern Manufacturing Company's spur track which crosses said Block "G", as the same is now laid out and established on the ground; thence deflecting to the right 90 degrees 16 minutes and 30 seconds and running thence southeasterly a distance of 100 feet to a point 6 feet southerly, measured at right angles from the center of the said southerly rail of said spur track; thence deflecting to the left 8 degrees 52 minutes 30 seconds, and running thence northeasterly a distance of 100 feet to a point 6 feet southerly, measured at right angles from the center of said southerly rail of said spur track; thence deflecting to the left 12 degrees 56 minutes, 30 seconds and running thence northeasterly a distance of 76.96 feet to a point 6 feet southerly, measured at right angles from the center of said southerly rail of said spur track and 47.64 feet westerly, measured at right angels from the center of the westerly rail of the Soo Railway track which crosses said Block "G" farthest to the west; thence deflecting to the right 140 degrees 3 minutes and running thence southwesterly a distance of 100 feet to a point 47.64 feet westerly, measured at right angles from the center of the said ~,~~esterly rail cf said Soo track; thence deflecting to the left 5 degrees 2 minutes and running thence southwesterly a distance of 79.55 feet to a point 47.64 feet westerly, measured at right angles from the center of the said westerly rail of said Soo Railway track, said point being also 276.61 feet easterly from said northeast corner of said lot 7, Block 90, and in a line drawn from said northeast corner of said lot 7 and parallel with the south line of said Block "G"; thence deflecting to the right 66 degrees 25 minutes and running thence west along said line drawn easterly from said northeast corner of said lot 7, Block 90, and parallel with the south line of said Block "G", a distance of 190.11 feet to the place of beginning. BEING the same premises conveyed to the party of the first part by the said The Arcade Investment Company by deed bearing date the 24th day of July, 191 I, and recorded on the 14th day of November, 1911, in Book "69 Page 137. 3Y3885v5 SJB CL205-23 A-2 ALL that part of Block "G", Columbia Heights Annex to Minneapolis, described as follows, to-wit: COMMENCING at a point 321.36 feet easterly from the northeast corner of lot 7, Block 90, said Columbia Heights Annex to Minneapolis and in a Line drawn from said northeast corner of said lot 7 and parallel with the south line of said Block ""G", said point being also 6 feet westerly, measured at right angles from the center of the westerly rail of the Soo Railway Company's track which crosses said Block "G" farthest to the west; thence west along said line described as drawn easterly from the said northeast corner of said lot 7 and parallel with the south line of said Block "G" a distance of 44.75 feet to a point, said point being 276.61 feet easterly from the said northeast corner of said lot 7, Block 90, measured along said line described as drawn parallel with the south line of said Block "G"; thence deflecting to the right 113 degrees 35 minutes, and running thence northeasterly a distance of 79.55 feet to a point 47.64 feet westerly, measured at right angles from the center of said westerly rail of said Soo track; thence deflecting to the right 5 degrees 2 minutes, and running thence northeasterly 100 feet to a point 6 feet southerly, measured at right angles from the center of the southerly rail of the Thiem Manufacturing Company's spur track which crosses said Block "G", as the same is now laid out and established on the ground, and 47.64 feet westerly, measured at right angles from the center of the westerly rail of said Soo track; thence deflecting to the right 39 degrees 57 minutes and running thence northeasterly a distance of 23.04 feet to a point 6 feet southerly, measured at right angles from the center of the southerly rail of said Thiem spur track; thence deflecting to the left 11 degrees 22 minutes and 30 seconds, and running thence northeasterly 65.15 feet to a point 6 feet southerly, measured at right angles from the center of the said southerly rail of said Thiem spur track, and 6 feet westerly, measured at right angles from the center of the westerly rail of the said Soo track; thence deflecting to the right 154 degrees 32 minutes, and running thence southwesterly a distance of 100 feet to a point 6 feet westerly, measured at right angles from the said westerly rail of said Soo track; thence deflecting to the left 4 degrees 40 minutes and running thence southeasterly 100 feet to a point 6 feet westerly, measured at right angles from the said westerly rail of said Soo track; thence deflecting to the left 3 degrees 18 minutes, and running thence southwesterly a distance of 33.30 feet to the point of beginning. EXCEPT That part of Lot 5, Auditor's Subdivision No. 50, Anoka County, Minnesota, beginning at the southwest corner of lot 4 in said Subdivision; thence East along the line dividing said Lots 4 and 5 a distance of 86.5 feet to an angle point in said line; thence North along the line dividing said Lots 4 and 5, a distance of 4.35 feet to the actual point of beginning of the tract of land to be described; thence continuing North along said dividing line 113.83 feet to an angle point in said line; thence Easterly along the dividing line between said Lots 4 and 5 a distance of 172.8 feet to the east line of said Lot 4; thence South along the extension of the east line of said Lot 4 a distance of 2.4 feet; thence Southwesterly along a curved line, convex to the northwest, with a radius of 1730.25 feet, and running parallel with and 11.5 feet Northwesterly of the center line of a spur track running through said Lot 5, to the actual point of beginning. ALL IN ANOKA COUNTY, MINNESOTA. Highway easement(s) over all that part of the following described lots: Lots 7 to I S inclusive of Block 90, Columbia Heights Annex to the City of Minneapolis, which lies westerly of the following described line: Beginning at a paint on the south line of said Block 90, distant 15 feet 313885v5 SJI3 CL205-23 A_3 east of the southwest corner thereof; thence run northwesterly to the northwest corner of Lot 7 of said Block 90 and there terminating as reserved in Document No. 92527. Right to construct and maintain temporary snow fences aver lands adjacent to Highway 47 acquired by the State of iv`iinnesota as evidenced by Document No. 9 i 948. Parcel G [Smith) That part of Lot 3, Auditor's Subdivision No. 50, Anoka County, Minnesota, lying 9.00 feet Northwesterly of the vacated spur track once located on said Lot 3. 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. ~ ~3assYs s1s c~,2as-ZS A-4 SCHEDULE B MASTER SITE PLAN f g R Yt 3 S ., y, _ ~ .... ~~~~ ~~~~u aFC.yi i ti: »~ r'nrxi G :~ ~~ s~n,x ~ '~ C` mb~a 'y1xlo, tviB~t 27 3I3885v5 S7B CL205-23 B-1 St~eplan HUSST pARF~ 1] EYEL4 PM EOTT ~t)RPQRATIC3N ~-,.. i.t1~ 8~~~~I SCHEDULE C DESIGN GUIDELINES HOW TO USE THESE GUIDELINES A development of the size and nature of the Industrial Park redevelopment area benefits greatly from possessing a number of governing design elements that identify each component of the project as being part of the same new neighborhood. These common features come in the form of related architectural treatments, streetscape elements, and site planning guidelines. The intent of the guidelines is to establish a level of quality and visual interest for the all of the design elements within the development by setting forth the vision for the overaii design and character of the Industrial Area redevelopment. The character to be achieved in the Industrial Park redevelopment is that of a mixed use urban neighborhood with a diversity of residential types (in terms of unit types, massing and densities), development that is of a human scale and conducive to pedestrian circulation, and a variety of building materials throughout the development. The guidelines address building placement, architecture, and signage. Certain guidelines include measurements and/or percentages of materials, building openings, facade lengths or similar features. Where such measurements or percentages are listed, they are meant to be a framework within which to approach building design. These measurements and percentages do not need to be strictly adhered to if the developer can show that using a lesser or different measurement or percentage in conjunction with the application of other design elements achieves the same design intent of providing visual interest and diversity of building materials and types. Design guidelines for the parkway, entry signage, landscaping, and stormwater management are addressed in and shall be in accordance with the City of Columbia Heights Zoning Ordinance, the City of Columbia Heights Industrial Area Redevelopment Plan dated November 2003 and all other applicable city codes and plans, and shall be reviewed on a case by case basis. The design guidelines describe the quality that is to be achieved at the Industrial Area redevelopment. These guidelines should be used as a tool by the City to evaluate design elements and as a resource for landowners to achieve a consistent design character and level of quality. CHAPTER 7: INTRODUCTION The Pr®ject Area The Project Area to which these design guidelines apply is shown in Figure 1. The total Project Area contains approximately 28 acres. The majority of existing land uses are a mix of large and small scale industrial uses. The Project Area is surrounded by residential land use 3I3885v5 S7B CL205-23 C-1 and Huset Park on the north, industrial land use on the east, residential land use on the south, and University Avenue on the west. Figure 1: Project Area c~onsisiency with the Comprehensive Pian and Zoning Ordinance The Comprehensive Plan guides the Project Area for Transit Oriented Development land use, which calls for mixed-use pedestrian-oriented development near transit nodes that will provide new opportunities for high-density residential and neighborhood commercial development. Redevelopment of these areas will also provide the opportunity for pedestrian linkages to other parts of the community. The Zoning of the Project Area is MXD Mixed-Use (Transit Oriented Mixed Use), the purpose of which is to promote efficient use of existing City infrastructure, ensure sensitivity to surrounding neighborhoods, create linkages between compatible areas of the City, provide appropriate transitions between uses, ensure high quality design and architecture, create good pedestrian circulation and safety; promote alternative modes of transportation, and increase the quality of life and community image of Columbia Heights. Livable Communities Objectives The redevelopment of the Project Area directly complies with the following Livable Communities objectives: • The development creates connected places that support auto, pedestrian and bike travel, are linked to transit and will build capacity for future transit. • The development balances residential, commercial, workplace and public/green spaces within and adjacent to the site. • The development expands housing choices to increase life-cycle and affordable housing options, especially close to jobs. • The development fosters distinctive community places and promotes community identity. • The development considers the natural environment, including restoring natural features and managing stormwater. CRAFTER ~: LANG USES The redevelopment of the Project Area will be designed to reflect a mix of residential uses with a small amount of commercial space, all adjacent to the City's Huset Park and the open space created by the parkway. A summary of potential development for the Industrial Area redevelopment site follows, described by land use. The final site plan, preliminary plat, final plat and Development Agreement will govern the final mix, size and location of uses as approved by the City. The development will then occur in phases, as approved by the City. Residential Land Use The goal of residential redevelopment is to provide the Gity of Columbia Heights with a dynamic new residential neighborhood that will be thoughtfully designed and built to complement the community white at the same time establishing its own sense of identity. The intent of the residential redevelopment is to provide a range of different housing types that reflect the current and future needs of the existing population, as well as provide housing chaises for new residents. 313885v5 SJB CL205-23 -~ The site is served by a Metro Transit route, which will provide convenient access to and from the residential area. The approximate total number of units for the residential portion of the Industrial Area, as reflected :.. ., r+.......,...a r'~o,... ....d..,.,:aa_.a :.., aL._ n.._i:..,.:.......... rt,..._~__.-..__a n ____.~__a L _L...__.- al-_ l~:a.. _.._ ~~ ~ A lwi IIiC~.Jt r IQ1 ~ :aUfJl l HLLCU II f U IC f 1 Gl~c I III Vdf y LJCVCitJ{JI i IGI It Kl~. 1 GCI i ICI IL tJCtWCCi i t11C l.~ll~/, i31 C listed below. Townhomes 183 units Co-Op Units 80 units Flats 296 units Commercial 11,650 sq. ft. Mixed Use Land Use A small amount of the site, in the northeast portion of the redevelopment area, will be used for mixed use neighborhood commercial/residential uses. This includes 11,650 sq. ft. of retail space, with residential units above. Park and Open Space Huset Park is immediately adjacent to the north end of the Project Area. The City is currently undertaking a master planning process for the park. The park will be an amenity to the new residential community, as well as being an amenity to the entire city. Parkway The redevelopment concept includes a new parkway that curves from 37th Avenue NE (just east of University Avenue) to the intersection of 39th Avenue NE and Jefferson Street, then runs north through Huset Park to 40th Avenue. The parkway would have boulevard and median landscape treatments and include a sidewalk system. The parkway will be designed in accordance with the Design Guidelines in the City's Industrial Area Redevelopment Plan dated November 2003 and the Feasibility Report for Huset Parkway dated July 7, 2004 prepared by SEH. Chapter 3: Architecture Building Placement All buildings should have swell-defined front facade with primary entrances facing the street. Buildings should be aligned so that the dominant lines of their facades parallel the line of the street. Residential buildings should be setback between 10 and 20 feet from the sidewalk edge. The purpose of the setback is to provide a transitional semi-private area between the sidewalk and the front door. Landscaping, steps, porches, grade changes, and low ornamental fences or walls may be used to provide increased privacy and livability for first floor units. Buildings comprised of two or more side-by side units with individual front entries for each unit (e.g. townhomes and rowhomes} are encouraged to have modest variations in the placement/setbacks of the front facades of each individual unit. 313885v5 SJB CL205-23 C-3 Mixed use building fagades should be flush with the sidewalk or set back between 0 and 10 feet for at least 60 percent of the length of their front fagade. At intersections, these buildings should have street fagades at or near the sidewalk on both streets. Primary Facades and Roof Treatments Residential buildings shall be designed with pitched roofs, except that buildings labeled as lofts in the concept site plan are encouraged to have flat roofs. Rooftop terraces on loft buildings are also encouraged. A variety of roof shapes and parapet details are encouraged; however, non- structural, purely decorative roof elements should be avoided. Eaves of gabled roofs should extend a minimum of one foot from the building facade. Mixed use bui/dings may be designed with pitched or flat roofs. Pitched roofs may include gable or hip roofs, but not mansard or other roof types not characteristic of the region. The base or ground floor of the building should include elements that relate to the human scale, including texture, projections, doors and windows, awnings, canopies or ornamentation. Building Width and Facade Articulation Residential and mixed use buildings with primary fagades of 30 feet or more in width should be articulated into smaller increments of 30 feet or less through one or more of the following techniques or similar ones: • Stepping back or extending forward a portion of the fagade; • Use of different textures or contrasting, but compatible materials; • Division into storefronts with separate display windows and entrances; • Arcades, awnings, window bays, balconies or similar ornamental features; • Variation in roof lines to reinforce the articulation of the primary fagade. Building Height Residential buildings shat! be designed as two- to four-story buildings. The City Council may consider and approve buildings of a greater height in certain areas on a case by case basis. Mixed use buildings shall be two to three stories in height, with the first level containing commercial uses and upper levels containing residential uses. Windo~r and Door Qpenings Residential buildings should have a minimum of 20 percent of primary (street-facing} fagades and 15 percent of each side or rear fagade consist of window and door openings designed as specified below. Mixed use buildings should have a minimum of 30 percent of the area of the ground float of the primary street fagade consist of window and door openings. A minimum of 20 percent of any two sides ar rear fagades at ground level shall consist of window and door openings designed as 3I3885v5 SJB CL205-23 ~-4 specified below. A minimum of 15 percent of all upper story facades shall consist of window or balcony door openings designed as specified below. • Windows shaft be designed with punched and recessed openings, in order to create a strong ..~.,..a~...u _r c_Va _._.~ _~_~_...:._ ~.___.:~_ ..ate ..__~a:_~_i ___~:..__:..__ 1II}/tiiiii VI IIl'.tlt i1iIV :i11dVUW HI KCC~.71IICi WILiI UclUIUUfIidi clfGiltCCGtUId. • Mirrored glass or glass block should not be used on street-facing facades. Glass on windows and doors should be clear or slightly tinted, allowing views into and out of the interior. • Window shape, size and patterns should emphasize the intended organization of the facade and the definition of the building. • Display windows at least 3 feet deep may be used to meet this requirement, but not windows located above eye level. Entries Residential building entrances should face the primary abutting public street or walkway, or be linked to the street by a clearly defined and visible walkway or courtyard. Additional secondary entrances may be oriented to a secondary street or parking area. Porches, steps, pent roofs, roof overhangs, hooded front doors or similar architectural elements should be used to define the primary entrances to all residences. Mixed use buildings shall have their primary building entrances facing the primary abutting street or walkway, or be linked to the street by a clearly defined and visible walkway or courtyard. Additional secondary entrances may be oriented to a secondary street or parking area. In the case of a corner building or building abutting more than one street, the street with the higher classification shall be considered primary. The main entrance should be placed at sidewalk grade. Entries shall be designed with one more of the following: • Canopy, portico, overhang, arcade or arch above the entrance; • Recesses or projections in the building facade surrounding the entrance; • Peaked roof or raised parapet over the door; • Display windows surrounding the entrance; • Architectural detailing such as the work or ornamental moldings; • Permanent planters or window boxes for landscaping. Rear Facades and Entries Mixed use buildings shall have rear facades that are well maintained and welcoming in appearance. Landscaping and small wall signs identifying businesses are encouraged. If customers park at the rear of the building, swell-defined and lighted rear entrance is strongly encouraged. If a rear entrance is provided, an awning is also encouraged. If no entrance is provided, a signed and lighted walkway to the front of the building should be provided. A small identification sign with the name of the business is also encouraged. Rooftop Equipment Ail rooftop equipment shall be screened from view from adjacent streets, public rights-of-way and adjacent properties. Preferably, rooftop equipment should be screened by the building parapet, or 313885v5 SJB CL205-23 ~;-5 should be located out of view from the ground. If this is infeasible, the equipment should be grouped within a single enclosure. This structure shall be set back a distance of 1'/z times its height from any primary fagade fronting a public street. Screens shall be of durable, permanent materials (not including wood} that are compatible with the primary building materials. Exterior mechanical eq~!lpment such as ~uctwor~ sha!! not be tocate~ on primary buiiding facades. Ground level utility meters should be located away from public rights of way and screened from pedestrian views using vegetation or other natural materials. Building Materials All buildings should be constructed of high-quality materials, including the following: Primary Materials • Brick; • Natural stone; • Precast concrete units and concrete block, provided that surfaces are integrally colored and molded, serrated or treated with a textured material in order to give the wall surface a three dimensional character; • Stucco, integrally colored; • Jumbo brick may be used on up to 30 percent of any fagade, provided that it is used only on the lower third of the building wall; • Glass, for window and door openings; • Synthetic woad (fiber cement) siding resembling horizontal lap siding with an exposure no greater than 5 inches, such as Hardiplank and similar materials. Prohibited Materials • Unadorned plain or painted concrete block; • Tilt-up concrete panels; • Prefabricated steel or sheet metal panels; • Aluminum, vinyl (applies to commercial and mixed-use buildings only), fiberglass, asphalt or fiberboard (masonite) siding. Accent Materials may be used on up to 15% of any of the building's facades. These may include architectural metalwork, glass block, or similar materials as approved by the Planning Commission. Building materials of similar quality should be used on front side and rear fagades, and detailing of all facades should be compatible. However, on rear facades, EIFS may be used as a primary material, at a height of at least 3 feet above grade. On front or side facades, EIFS may only be used as an accent material on up to 15 percent of the fagade area. ResidentiaP buildings may also use the following materials: • Vinyl siding resembling horizontal lap siding, clapboard siding, and shake shingles. Decorative elements may include overlapping patterns such as fishscale or diamond shaped siding. Vinyl siding must be of a heavy gage and a predominant number of units with siding, per each building grouping, must be of a deep color such as gray, tan, olive, blue, or red. Vinyl siding may not be used on the first (base} two feet of a buiiding. 313885v5 SJB CL205-23 ~-6 For residential buildings comprised of two or more side-by-side units with individual front entries for each unit (e.g. townhomes and rowhomes) where brick or siding may be used as the primary exterior material, the following percentage of individual units shall have a brick exterior: • Buildings with up to six units: 33 percent • Biiildiilgs will i eight or more i.initS: 33 percent For residential buildings comprised of two or more units that are side-by-side with individual front entries or two or mare units in a multi-level building with a shared front entry and where only siding is used as the primary material, the facades of such buildings shall include a primary siding color and a secondary siding color and be further articulated through architectural details and accent colors and materials. Building Colors For all buildings, building colors should accent, blend with or complement surroundings. Principle building colors should consist of subtle, neutral or muted colors with low reflectance (e.g. browns, grays, tans, dark or muted greens, blues and reds). "Warm-toned" colors are encouraged because of their year-round appeal. No more than two principal colors may be used on a facade or individual storefront. Primary colors should be used only as accents, occupying a maximum of 15 percent of building facades, except when used in a mural or other public art. Garage doors should be of a similar color as or complementary color to the building. Architectural Detailing For all buildings, architectural details such as ornamental cornices, arched windows and warm- toned brick with bands of contrasting color are encouraged in new construction. The contemporary adaptation of historic and vernacular residential, commercial and mixed use styles found in Columbia Heights and in Northeast Minneapolis is encouraged. Awnings For mixed use buildings, where awnings are desired, canvas or fabric awnings are preferred. Metal awnings may be allowed on a case by case basis depending on functionality of the awning. Wood and plastic awnings are not allowed. Awnings should be installed without damaging the building or visually impairing distinctive architectural features. Internally illuminated awnings are prohibited. CHAPTER 4: StGNAGE 313885v5 SJE3 CL205-23 ~-7 Wall and Projecting Signs For mixed use buildings, signs should be architecturally compatible with the style, composition, materials, colors and details of the building, and with ather signs on nearby buildings. Signs should be posltloned so they are an Integral design featu;-e of the bullding, and to complement and enhance the building's architectural features. Signs should not obscure or destroy architectural details such as stone arches, glass transom panels, or decorative brickwork. Signs may be placed: • In the horizontal lintel above the storefront windows; • Within window glass, provided that no more than 25 percent of any individual window is obscured; • Projecting from the building; • As part of an awning; • In areas where signs were historically attached. Wall signs should generalPy be rectangular. In most cases, the edges of signs shall include a raised border that sets the sign apart from the building. Individual raised letters set onto the sign area surface are also preferred. Projecting signs may be designed in a variety of shapes. Sign colors shalt be compatible with the building facade to which the sign is attached. No more than three colors should be used per sign, unless part of an illustration. To ensure the legibility of the sign, a high degree of contrast between the background and letters is preferable. A combination of soft/neutral shads and dark/rich shades (see Building Color standard) are encouraged. Materials Sign materials should be consistent or compatible with the original construction materials and architectural style of the building facade on which they are to be displayed. Natural materials such as wood and metal are more appropriate than plastic. Neon signs may be appropriate for windows. Cilumination External illumination of signs is permitted by incandescent, metal halide or fluorescent light that emits a continuous white light. Light shall not shine directly onto the ground or adjacent buildings. Neon signs are permitted. Internally lit box signs and awnings are prohibited, with the exception of existing time/temperature signs. 313$85v5 S3B CL205-23 ~_g SCHEDULE D AUTHORIZING RESOLUTION Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $ TAXABLE TAX INCREMENT REVENUE NOTES, SERIES BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority, Columbia Heights, Minnesota (the "Authority") as follows: Section 1. Authorization• Award of Sale. 1.01. Authorization. The Authority and the City of Columbia Heights have heretofore approved the establishment of the Huset Park Area Tax Increment Financing District (the "TIF District") the Downtown CBD Redevelopment Project (the "Project"), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. In connection with the TIF District, the Authority and City have approved a Contract for Private Redevelopment between the Authority and Huset Park Development Corporation (the "Agreement"). Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Project. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Taxable Tax Increment Revenue Note in the maximum principal amount of $ (the "Nate") for the purpose of financing certain public redevelopment costs of the Project. 1.03. Issuance Sale and Terms of the Note. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. The Note shall be issued to Huset Park Development Corporation ("Owner"). The Note shall be dated as of the date of delivery, shall mature no later than February 1, 20 and shall bear interest at the rate of percent per annum from the date of original issue of the Nate. The Nate is issued in accordance with Section 3.8 of the Agreement. 313885v5 S3B CL205-23 D-1 Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $ TAXABLE TAX INCREMENT REVENUE NOTE SERIES 20_ Date Rate of Original Issue 20 The Columbia Heights Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to or registered assigns (the "Owner"), solely from the sources and in the manner hereinafter provided, the principal sum of $ or so much thereof as has been from time to time advanced (the "Principal Amount"), as provided in the Agreement defined hereafter, together with interest on the unpaid balance thereof accrued from the date of original issue hereof at the rate of percent per annum (the "Stated Rate"). This Note is given in accordance with that certain Contract for Private Redevelopment between the Issuer, the City of Columbia Heights and Huset Park Development Corporation dated as of , 2004 (the "Agreement") and the authorizing resolution (the "Resolution") duly adopted by the Authority on , 20 Capitalized terms used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Payments. Principal and interest ("Payments") shall be paid on August 1, 20 and each February 1 and August 1 thereafter to and including February 1, 20_ ("Payment Dates") in the amounts set forth on the attached payment schedule, payable solely from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest accruing from the date of original issue through and including February 1, 20_ will be compounded semiannually on February 1 and August 1 of each year and added to principal. Interest shall be computed on the basis of a year of 360 days and twelve 30-day months. sl~sssws sJS cLZOS-z~ D-2 3. Available Tax Increment. All payments on this Note are payable on each Payment Date solely from and in the amount of the "Available Tax Increment," which means, on each Payment Date, 90 percent of the Tax Increment attributable to the [relevant property] as defined in the Agreement that is paid to the Authority by Anoka County in the six months t~recedin~ the Payment Date; provided That while any Authority Subordinate Note described in Section 3.6(c) of the Agreement is outstanding, "80 percent" is substituted for "90 percent" in this sentence. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment If on any Payment Date there is available to the Authority insufficient Available Tax Increment to pay the scheduled Payment due on such date, the amount of such deficiency shall be deferred and paid, without interest thereon, on the next Payment Date on which the Authority has available to it Available Tax Increment in excess of the amount necessary to pay the scheduled amount due on such subsequent Payment Date. 4. Default. Upon an Event of Default by the Redeveloper under the Agreement, the Authority may exercise the remedies with respect to this Note described in Section 9.2 of the Agreement, the terms of which are incorporated herein by reference. 5. Optional Prepayment. (a) The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. If the Authority prepays the Note in part, the prepayment will be applied first to accrued interest and then to the outstanding principal amount of the Note in inverse order of principal installments due. Ten days' prior notice of any such prepayment shall be given by first-call mail by the Registrar to the registered owner of the Note. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note. (b) The Note may be deemed prepaid in whole or in part in accordance with Section 3.9 of the Agreement. Upon any such prepayment, the Authority will deliver to the Owner a statement of the amount applied to prepayment under Section 3.9 and the outstanding principal balance of the Note after application of the deemed prepayment. Any deemed prepayment under this paragraph will be applied under the same procedures described in paragraph (a) above. 6. Nature of Obli ag lion. This Note is one of an issue in the total principal amount of $ issued to aid iri fr~ancing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to the Resolution, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from the revenues pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except from and to the extent of the revenues pledged hereto, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 3138~Sv5 s3B CL205-23 D-3 7. Registration and Transfer. This Nate is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Chief Financial Officer, by the Owner hereof in nersnn or by such owner's attnrnPv duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Chief Financial Officer, in the name of the person last listed below. Date of Signature of Registration Registered Owner City Chief Financial Officer Huset Park Development Corporation Federal Tax I.D. No. 313885v5 8JB CL205-23 D-4 Section 3. Terms, Execution and Delivery. 3.01. Denomination, Pa.~. The Note shall be issued as a single typewritten note numbered R- l . The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Chief Financial Officer to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Re ig_ster. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b} Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in goad faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Nate, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such 3138$Sv5 SJB CL205-23 D-5 payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4,01, Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note A.vailabie Tax Increment under the terms and as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Nate in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Band Fund in each year Available Tax Increment in the amount necessary to pay principal and interest when due on the Note. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon termination of the Note in accordance with its terms. 313885v5 SJB CL205-23 D_~ 4.03. Additional Bonds. If the Authority issues any bonds or notes secured by Available Tax Increment, such additional bonds or notes are subordinate to the Note in all respects. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and a1I such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon approval. Adopted this day of , 20_. President Executive Director 313885v5 SJB CL205-23 D°7 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES - PAYMENT SCHEDULE Payment Date Principal Interest Total Payment 313885v5 SJB CL205-23 ~_g SCHEDULE E CERTIFICATE OF COMPLETION WHEREAS, the Columbia Heights Economic Development Authority, Columbia Heights, Minnesota, a public body, corporate and politic (the "Grantor"), by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota, as Deed Document Number(s) and respectively, has conveyed to a Minnesota (the "Grantee"}, the following described land in County of Anoka and State of Minnesota, to-wit: (the "Property") and WHEREAS, said Deed contained certain covenants and restrictions set forth in Sections 1 and 2 of said Deed; and WHEREAS, said Grantee has performed said covenants and conditions with respect to the Property insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Grantee on the Property have been completed and the above covenants and conditions in said Deed and the agreements and covenants in Article IV of the Agreement (as described in said Deed) with respect to the Property have been performed by the Grantee therein, and the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota is hereby authorized to accept for recording and to record, the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions of Article IV of the Agreement with respect to the Property, Dated: , 20_. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By Its President 313885v5 S1B CL205-23 E-1 By STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) Its Executive Director On this _ day of , 20_, before me, a Notary Public within and for said Count<,~, personally appeared to me personally known, who, being by me 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 instrument to be the free act and deed of said Authority. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) On this _ day of , 20_, before me, a Notary Public within and for said County, personally appeared to me personally known, who, being by me duly sworn, did say that (s)he is the Executive Director 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 instrument to be the free act and deed of said Authority. Notary Public 313885v5 SJB CL205-23 E-2 SCHEDULE F PUBLIC IMPROVEMENTS BUDGET ~f C41LII~lI?ia H~[~flt~ - ~Cd~£!~ p~.~i~~i~ 7~1412t104 G~~an ~tima~d E~r~ eat C~~f~ mead "ems ~u~di~ Furad<' ~t~c+~ [feu fan ~evaer ~1,Dt~0 3~t~ t~g~a Lttlltlgv~~ld ti~da~rC~1~1~ ~~5,[#t~C1 j~[110 ~Vatse~ Fc~ ~S,d~ 4~,CID€Y ~O[5~ for ~~rrp ~6~,[1L?(! t5~„i~C9 Haste ~ ~ 4ft'~t~~ ~ ~I 4~~.OC~1 22~,3~iQ ~'~~.~i4~ ~afi+e~ C X' dJ!'~tt lea ~i ~ ~,84'1,t3~0 ~o ~ ~ Sti ~1~~,~~ +i~€~,~E~Y ~r~rt r~ttt - ~ ~ttiSS~.t~,f,~e~ft9ct k31d,t~d10 ~D5~F2[] A~ Fi'~it spin-+~~% er't ~ Its ~,~~ ~~2t,~iD Frc~rtt . spld - ~~% ~ ~~~ 28 ,OC~f1 1da.~6[1 #3~~4~ Ff~1it'1i 6pllt L ~ttq dfl~',DG+~ ~D},~4Q ~.~~# Ffa€tt f ltk T ~m~es ~ost~ 3,5~~,aU~ 1,~9~, r41~ 1,6d~'~~0, ~ta+d ac°a~' -~1~.Qi3~ -~~i~ ~lv p~c~o~ 1n p~rk.~ T 1s~.G~dt~se 3;,U8~,~1#~ 1.~13~7,S.~Q! 1,~~ 313~~Sv5 SJB CL205-23 ~_ SCHEDULE G PUBLIC REDEVELOPMENT COSTS F.eiocatior~ (ii'iciudiiig reioCatioii CoiiSUl`laIlt) Demolition Environmental Costs (not funded by grants) Grading and site preparation Onsite roads and utilities Authority Costs paid under Section 3.11 Land Acquisition (exclusive of acquisition of the SR Parcel) Interest costs on above items to the extent such cost represents interest on any valid evidence of indebtedness under federal income tax principles. 313885v5 SJF3 CL205-23 G-1 SCHEDULE H DEVELOPMENT BUDGET 2evefi~ies Sales Proceeds - Townhomes Sales Proceeds -Condos TIF Sales Proceeds -Commercial Total Sales Proceeds COStS Site Costs New roads Renovated roads Excavation Import Misc Contingency Per 4,520 lin. Ft. $375.00 lin. Ft. 2,200 lin. Ft. $175.00 lin. Ft. 113,000 cu. Yds. $ 3.25 cu. Yds. 24,000 cu. Yds. $ 8.00 cu. Yds. 28 acres $30,000 acres Parkway Costs Relocate, Remediate & Demo Relocation & Consultant Remediation Demolition Total Site Costs Contingency Totai Relocate, Remediate & Dema Consulting Fees/Soft Costs Ehlers & Associates DSU SEI-I Engineering Developer A & E a Site Property Taxes & Property Operating Costs Appraisals Market Study Survey Contingency Total Consulting Fees Legal Fees Developer`s Legal Lender's t_egal City's Legal Bond Counsel Other Legal Contingency Total Legai 7,161,000 6,768,000 7,955,400 300.000 2,184,400 1,695, 000 385,000 367,250 192, 000 840, 000 3,480,000 1,680,000 840, 000 600, 000 1,100, 000 2,540,000 25,000 25,000 25,000 280, 000 259, 000 40,000 15,000 65,000 726, 000 340, 000 25,000 75, 000 60,000 15,000 515,000 313885v5 SJB CL205-23 ~-j Financing Financing Fees, etc. Interest Bond Issuance Casts Contingency Total Financing Land Acquisition SR Buckles Pearo Rayco Duffy Greif Smith Contingency Total Costs Total Land Developer Fee (15% of Costs) + $10k/mo Admin Total Uses 226, 000 790, 000 284, 000 2,090,000 375, 000 350, 000 1,050, 000 2,650,000 1,600,000 400, 000 1,300,000 8,515,000 100, 000 18,856,000 3,328,400 15.0% 184 3138~Sv5 S3B CL2Q5-23 ~_2 SCHEDULE I FORM OF REDEVELOPER PRO FORMA _ .. oavaao rnant Pratwrna _ +rgakSumtna~ , ` Gaafs Fhed I.atPu~hasa 0 Flntshed tt;C Purchase- TIF Adv$npe 17 Tyta1 Acquisition 0 8ea/i9lrv~ f9emotiilon Canis 0 Eewimnrs9a! Ctaan Casts U Tatal ~fras#ru~ctura 0 drading Costs ~ U11Iity Oasis 4 Streal CoSES 4 Cfiy Fees Tnndc Charg~ee ~ Assesemearte t? !„andscaping Canis bt1,19QQ P~At Cadis & l=eas 20,fitfdi dlr 8ugdlr~ Consir Casie 7,14t1,QCA GHher p ~nl Cush 4 Total Ganattvti6on ttiats 7.219 t3e.9~?~I1d ~B 225,40Q 5 1S,9iS1S Totai ArchitacluraiJEnginser6~p ?AA,999 Sales Gatnrrssalnrr - in9arnal i25,U00 Sales CSidl'IrtiBS'Wp - QiVt5ldQ Reel6rars $9 y~bQQ IdadelXkther Miadcelln 1 900 atsi 1d#rketing 779,999 Cansiruciion Jrrteaeat and Fees 396,dA~9 TIF t'late IFilEi~i,d~ Feo9 12t3,WQ Takes b; C?Ifier Casty 21,94)6 Toial Cattyinq Grits isa~',990 G~ '! tl5,fi4{5 Cortslaut~iotrhia~s~rtttrKfi 125,q!40 Appraisal $,(1Q(} ~flYftatN t1Qi1t8d CatRSUliarits 3,U~ Totai ;trpcctal Consatlants 241,OflU Ltxxlet Fares 194,Q99 TIUe Wank 54,909 Garri"m .,,~ ~.aoa To~(Fir~ancina Costs gp~{)66 lagai-l~sal Estarkrr,~3udz6~ 25,Ai}t7 Legal-Enwira 6 T1F 40,1596 legal-FC4}A 15,440 ~scellano Casts 51' 466 Totai (Miter Snit Coats 131,409 Total Ptojectt:ost $,J34,tNMt Housbi~ Bdaak~duwn - . _ - _; ~ ~ ~adfli~+'~t ~r• ~ ~~: ~; ~iilaiy ConUUmirilumti , ; _ - -B,SSC,444 _ n-; ~ ~ __ y4 . Com~rwrclal5p3Ge = ' , ;~ "--- 1,'06,000-- 12,000.. Less: Yaluo of l.ats .--- __ ,-__(1~~~000~ '' ,,.., lf~como 3tstc~r~rnt. _ - - _ _ - _ - T"oial: Ta4el Sales #'i,856,000 0 d3lhvr. t3aragrrs #.1Vet Upgra~es 294Ag9 9 T!F 4 d TaYs1 Pr c ra ~e da 16;958„491} 4 ( c ~ y