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CITY OF COLUMBIA HEIGHTS
590 40th Avenue N.E., Columbia Heights, MN 55421-3878 (763) 706-3600 TDD (763) 706-3692
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AGENDA
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
Tuesday, April 1 , 2008 SPECIAL MEETING
6:00 p.m., City Hall, Conference Room 1
1, Call to Order/Roll Call
2. Pledge of Allegiance
3. Oath of Office- Gerry Herringer
4. Discuss Development Agreement for 37th & Central
5. Update of On-going Projects (If time permits)
6. Adjournment
THE CITY OF COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICES
EQUAL OPPORTUNITY EMPLOYER
OATH OF COMMISSIONER OF
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
COLUMBIA HEIGHTS, MINNESOTA
I, Gerry HetTinger, do solemnly swear that I will
support the Constitution of the United States and ofthe State
of Minnesota and will faithfully discharge the duties ofthe
office of Commissioner of the Columbia Heights Economic Development
Authority, Columbia Heights, Minnesota, according
to the law and to the best of my judgment and ability, so help me God.
I do further swear that I am, and was at the time of my appointment,
a resident of Columbia Heights, Minnesota.
(s)
Subscribed and sworn to before me this
day of
2008.
(s)
Notary Public
My commission expires:
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
Meetina of April 1, 2008
AGENDA SECTION: Business Items ORIGINATING DEPARTMENT: EXECUTIVE
NO: 4 Community Development DIRECTOR
APPROVAL
ITEM: Adopt Resolution 2008-03, Approving a Contract for BY: Kirsten Partenheimer BY:
Private Redevelopment. DATE: March 28, 2008
Background
The Columbia Heights Economic Development Authority (EDA) is being asked to consider a development
agreement between the Authority and the 37'h and Central LLC to construct approximately 10,000 square feet
of commercial space on the northwest corner of 37'h and Central Avenues.
The City Council designated the Beecroft Redevelopment Site near the intersection of 37'h and Central
Avenues, and a gateway to the city, as a priority when it drafted redevelopment goals for the city in 2002. In
2003, the City acquired the Beecroft building and used Community Development Block Grant (CDBG) money
to acquire two neighboring non-conforming single-family homes. The remaining two properties in the
redevelopment area, 3700 and 3706 Central Avenue, were used for retail food operations and parking.
A developer, Chris Little, of 37'h and Central LLC, proposes to build a 1 O,OOO-square-foot commercial building
with five retail units on the .65-acre redevelopment area. The EDA executed a predevelopment agreement
with 371h and Central LLC on October 23,2007. The developer will be at the April 1 ,2008 EDA meeting to
discuss developments in leasing the space.
Development Agreement
The developer, Mr. Little, is prepared to sign a development agreement with the EDA for the redevelopment of
the 37'h and Central Redevelopment Area. Public participation is recommended for this project and the details
are included in the development agreement. The need for these subsidies arises from the high cost of
redevelopment of the site. Mr. Little has been charged an exorbitant amount by the owner of the Chutney
Restaurant and adjacent parking lot for the .27-acre property. With the tool of eminent domain stripped from
use by cities, the City of Columbia was unable to intervene and Mr. Little was forced to offer more than the fair
market value for the property. It would not be economically feasible for Mr. Little to redevelop only the
Beecroft and former single-family home properties.
The assistance recommended includes:
. $75,000 from Anoka County Community Development Block Grant to be used for land write-
down
. $100,000 from the Anoka County Economic Development Authority levy
. $30,000 in state aid for a turn lane
. Up to $30,000 in surplus Anoka County Community Development Block Grant money to demolish
the Chutney building
. Loan of $43,600 for the Beecroft property, to be repaid by the developer at the time of the sale or
refinancing of the project, not to exceed ten years
Mark Ruff from Ehlers & Associates, the City's financial consultant, has reviewed the Sources and Uses
statement submitted by Mr. Little and finds it consistent with industry standards. The purpose of this review is
to check that associated costs Mr. Little projected for the project, such as rent ratios, are reasonable.
Recommendation
Staffs recommends the board adopt Resolution 2008-03, approving the Contract for Private Redevelopment
between the Columbia Heights Economic Development Authority, the City of Columbia Heights and 37'h and
Central LLC.
Recommended Motion
Move to Adopt Resolution 2008-03, a Resolution approving a Contract for Private Redevelopment between
the Coiumbia Heights Economic Development Authority, the City of Columbia Heights and 37'h and Central
LLC; and furthermore, to authorize the President and Executive Director to enter into an agreement for the
same.
EDA ACTION:
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2008-03
RESOLUTION APPROVING A CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, THE CITY OF COLUMBIA
HEIGHTS AND 37'1'11 AND CENTRAL LLC
BE IT RESOLVED By the Board of Commissioners ("Board") of the Columbia Heights Economic Development
Authority ("Authority") as follows:
Sectioll 1. Recitals.
1.01. The Authority had determined a need to exercise the powers of a housing and redevelopment authority,
pursuant to Minnesota Statues, Scctions. 469.090 to 469.108.
1.02. The Authority, the City of Columbia Heights and 3ih and Central LLC (the "Redevelopcr") have
proposed to enter into a Contract for Private Redevelopment, (the "Contract") setting forth the terms and
conditions of the sale and subsequent redevelopment of certain property owned by the Authority, gencrally
located on the southwest comer of37'h and Central Avcnue.
1.03. The Authority believes that the building located on the Redevelopment Property is obsolete, with the
result that the developer will incur significant costs to address these substandard conditions in order to redevelop
the property.
1.04. In order to assist the Redeveloper in making redevelopment of the property economically feasible, the
Authority will convey title to and possession of the Redevelopment Property to the Redeveloper, and provide
financing and grant funds for acquisition and demolition, subject to all the terms and conditions of the Contract.
1.05. The Board has reviewed the Contract and finds that the execution thereof and performance of the
Authority's obligations thereunder are in the best interest of the City and its residents.
Section 2. Authority Approval: Further Proceedings.
2.01. The Contract as presented to thc Board is hereby in all respects approved, subject to modifications that do
not alter the substance of thc transaction and that are approved by the President and Executive Director, provided
that execution of the documents by snch officials shall be conclusive evidence of approval.
2.02. The President and Executive Director are herby authorized to execute on behalf of the Authority the
Contract and any documents referenced therein requiring execution by the Authority, and to carry out, on behalf
of the Authority its obligations thereunder.
Approved by the Board of Commissioners of the Columbia Heights economic Development Authority this 1" day
of April 2008.
President - Gary L. Peterson
ATTEST:
Secretary/CAP - Cheryl Bakken
EXRCUTION COPY
CONTRACT
FOR
PRIVATE REDEVELOPMENT
By and Between
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
COLUMBIA HEIGHTS, MINNESOTA
and
THE CITY OF COLUMBIA HEIGHTS, MINNESOTA
and
37th AND CENTRAL LLC
Dated as of: Aprill, 2008
This document was drafted by:
KENNEDY & ORA VEN, Chartered (MTN)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
Telephone: (612) 337-9242
327813v4 MTN CL205-44
PREAMBLE
Section 1.1.
Section 2.1.
Section 2.2.
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 4.1.
Section 4.2.
Section 4.3.
Section 4.4.
Section 4.5
Section 5.1.
Section 5.2.
Section 5.3.
327813v4 MTN CL205-44
TABLE OF CONTENTS
............................................................................................................................1
ARTICLE I
Definitions
Definitions....................... ...................................................................................2
ARTICLE II
Representations and Wananties
Representations by the Authority and the City..................................................5
Representations and Warranties by the Redeveloper.........................................5
ARTICLE III
Property Conditions, Acquisition, Conveyance and Financing
Condition, Acquisition and Conveyance of the City Parcels; the
Redevelopment Property.................................................................................... 7
Conditions of Conveyance; Purchase Price .......................................................7
Place of Document Execution, Delivery and Recording ...................................7
Title....................................................................................................................7
Soil Conditions; Other Representations............................................................. 7
Environmental Conditions.............................................................................. 10
Public Redevelopment Costs; Grants; Disbursements.....................................IO
No Business Subsidy....................................................................................... .12
Payment of Administrative Costs ....................................................................13
Records........................................................................................................... .13
Relocation.......................................................................... .13
ARTICLE IV
Construction of Minimum Improvements and Public Improvements
Construction of Minimum Improvements .......................................................14
Construction Plans.......................................................................................... .14
Completion of Construction............................................................................ .15
Credits ............................................................................................................ ..15
Certificate of Completion............................................................................... .15
ARTICLE V
Insurance
Insurance........................................................................................................ ..17
Subordination.................................................................................................. .18
Qualifications.................................................................................................. .18
ii
Section 6.1.
Section 6.2.
Section 7.1.
Section 8.1.
Section 8.2.
Section 8.3.
Section 9.1.
Section 9.2.
Section 9.3.
Section 9.4.
Section 9.5.
Section 9.6
Section 9.7
Section 10.1.
Section 10.2.
Section 10.3.
Section 10.4.
Section 10.5.
Section 10.6.
Section 10.7.
Section 10.8.
Section 10.9.
327813v4 MTN CL205.44
ARTICLE VI
Taxes
Right to Collect Delinquent Taxes................................................................... 19
Review of Taxes............................................................................................. .19
ARTICLE Vll
Financing
Mortgage Financing ........................................................................................ .20
ARTICLE VllI
Prohibitions Against Assignment and Transfer;
Indemnification
Representation as to Redevelopment ...............................................................21
Prohibition Against Redeveloper's Transfer of Property and
Assignment of Agreement.............................................................................. .21
Release and Indemnification Covenants ..........................................................22
ARTICLE IX
Events of Default
Events of Default Defined............................................................................. ..24
Remedies on Default....................................................................................... .24
Revesting Title in Authority Upon Happening of Event Subsequent
To Conveyance to Redeveloper .......................................................................24
Resale of Reacquired Property; Disposition of Proceeds ................................26
No Remedy Exclusive..................................................................................... .27
No Additional Waiver Implied by One Waiver ...............................................27
Attorney Fees................................................................................................. ..27
ARTICLE X
Additional Provisions
Conflict ofInterests; City or Authority Representatives Not
Individually Liable............... ....... ........ .... ........... .......................... ............ ....... .28
Equal Employment Opportunity..................................................................... .28
Restrictions on Use........................................................................................ ..28
Provisions Not Merged With Deed..................................................................28
Titles of Articles and Sections .........................................................................28
Notices and Demands.................................................................................... ..28
Counterparts.................................................................................................... .29
Recording ... .......................... ............... ............... .......................... ........ .... ....... .29
Amendment... ......................................... ............... .......................................... .29
iii
Section 10.10.
Section 10.11.
SCHEDULE A
SCHEDULE B
SCHEDULE C
SCHEDULE D
3278 J3v4 MTN CL205-44
Authority or City Approvals ............................................................................29
Termination............... ......... ... ........ .... ................. ............ ... ......... ... ............ ...... .29
Description of Redevelopment Property
Form of Quit Claim Deed
Certification of Completion
Loan Agreement
IV
CONTRACT FOR PRIVATE REDEVELOPMENT
THIS AGREEMENT, made on or as of the _ day of 2008, 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 01' COLUMBIA HEIGHTS, MINNESOTA, a municipal corporation under
the laws of Minnesota, and 37TH AND CENTRAL LLC, a Minnesota limited liability company
(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 which that is characterized by blight and blighting factors within the City
pursuant to MirUlesota 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, the Authority and Redeveloper have previously entered into a Preliminary
Development Agreement dated as of October 23.2007 regarding proposed redevelopment of the
property described in Exhibit A hereto, designated as the Redevelopment Property; and
WHEREAS, this Agreement is intended to supersede and replace the Preliminary
Agreement in all respects; and
WHEREAS, the Authority and the City believe 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 aceord with the public purposes and provisions of the applicable
State and local laws and requirements under which the Project has been undertaken and is being
assisted.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
ARTICLE I
Definitions
Section 1.1. 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 entity (a) any corporation, partnership, limited liability
company or other business entity or person controlling, controlled by or under common control
with the entity, and (b) any successor to such party by merger, acquisition, reorganization or
similar transaction involving all 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, limited liability company or other
business entity, the ownership of fifty percent or more of the voting interests in such entity or
possession, directly or indirectly, of the power to direct or cause the direction of management
policies of such entity, whether through ownership of voting securities or by contract or
otherwise.
"Agreement" means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
"Authority" means the Columbia Heights Economic Development Authority, or any
successor or assign.
"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.
"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 116J.993 to 116J.995, as
amended.
"Celtificate of Completion" means the celtification 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.
327813v4 MTN CL205.44
2
"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.
"Event of Default" means an action by the Redeveloper listed in Article IX of this
Agreement.
"Holder" means the owner of a Mortgage.
"Loan" means the interest-free loan from the Authority to the Dcveloper for the purchase
of3710 Central Avenue as described in Section 3.2.
"Minimum Improvements" means the construction of a building containing at least
10,000 square feet of commercial redevelopment and related improvements.
"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.
"Preliminary Development Agreement" means the Preliminary Development Agreement
between the Authority and the Redeveloper dated as of October 23,2007.
"Public Redevelopment Costs" has the meaning provided in Section 3.7 hereof.
"Redeveloper" means 3ih and Central, LLC or its permitted successors and assigns.
"Redevelopment Property" means the propelty so described on Exhibit A.
"State" means the State of Minnesota.
"Tax Official" means any County assessor; County auditor; County or State board of
equalization, the commissioner of revenue of the State, or any State or federal district court, the
tax court of the State, or the State Supreme Court.
"Termination Date" means the date the Authority issues the Certificate of Completion.
"Transfer" has the meaning set forth in Section 8.2(a) hereof.
"Unavoidable Delays" means delays beyond the reasonable control of the party seeking
to be excused as a result thereof which are the direct result of war, significant weather conditions
327H13v4 MTN CL205-44
3
such as floods, tornadoes, or the like, 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, 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 govermnental approvals necessary to enable construction
of the Minimum Improvements by the dates such construction is requircd under Section 4.3 of
this Agreement.
327813v4 MTN CL205.44
4
ARTICLE II
RCI)J"esentations and Wan'antics
Section 2.1. Rcpresentations bv the Authoritv and the Citv. The Authority and City
make the following representations as the basis for the undertaking on its part herein contained:
(a) The Authority is an economic development authority duly organized and existing
under the laws of the State. Under the provisions of the Act, the Authority has the power to enter
into this Agreement and carry out its obligations hereunder.
(b)
the State.
hereunder.
The City is a municipal corporation duly organized and existing under the laws of
The City has the power to enter into this Agreement and carry out its obligations
(c) The activities of the Authority and City are undertaken to foster the
redevelopment of certain real property which for a variety of reasons is presently underutilized,
to eliminate current blighting factors and prevent the emergence of further blight at a critical
location in the City, to create increased tax base in the City, to stimulate further development in
the City as a whole.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper
represents and warrants that:
(a) The Redeveloper is a limited liability company organized and in good standing
under the laws of the State of Minnesota, is not in violation of any provisions of its article of
organization 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 members.
(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 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 has received no notice or communication from any local, state
or federal official that the activities of the Redeveloper or the Authority may be or will be in
violation of any environmental law or regulation (other than those notices or communications of
which the Authority is aware). The Redeveloper is aware of no facts the existence of which
would cause it to be in violation of or give any person a valid claim under any local, state or
federal environmental law, regulation or review procedure.
(d) The Redeveloper will construct the Minimum Improvements in accordance with
all local, state or federal energy-conservation laws or regulations.
327813v4 MTN CL205-44
5
(e) 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.
(f) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provisions of any corporate 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 ofthe foregoing.
(g) The Redeveloper shall promptly advise City in writing of all litigation or claims
affecting any part of the Minimum Improvements and all written complaints and charges made
by any governmental authority materially affecting the Minimum Improvements or materially
affecting Redeveloper or its business which may delay or require changes in construction of the
Minimum Improvements.
(h) The proposed redevelopment by the Redeveloper hereunder would not occur but
for the public assistance in the form of a land value write-down and site preparation grants being
provided by the Authority hereunder.
327813v4 MTN CL205-44
6
ARTICLE III
Property Conditions, Acquisition, Convevance and Financinl!:
Section 3.1. Condition. Acquisition and Conveyance of the City Parcels; the
Redevelopment Property. (a) As of the date of this Agreement, the City owns three (3) parcels
of land comprising a part of the Redevelopment Property (the "City Parcels"). The City will
convey the City Parcels by quit claim deed to the Authority for later conveyance to the
Redeveloper. The Redeveloper owns the two (2) remaining parcels on the Redevelopment
Property (the "Redeveloper Parcels"). The Authority believes that the building located on the
Redeveloper Parcels is functionally obsolete, and the City Parcels arc vacant. The Redeveloper
will incur significant costs to address these substandard conditions in order to redevelop the
property. In order to assist the Redeveloper in making development of the Minimum
Improvements economically feasible, the Authority will convey title to and possession of the
City Parcels to the Redeveloper at a reduced cost, and provide grant funds to address conditions
on the Redevelopment Property subject to the conditions of this Agreement.
(b) The Authority and City obligate themselves to undertake and complete by Closing
the following actions:
(i) Upon receipt from the City, convey 3710, 3718 and 3722 Central Avenue
to the Redeveloper, as provided hereafter;
(ii) Complete any remaining activities for the application to the County for up
to 75,000 in community development block grant (CDBG) funds to be provided to the
Redeveloper as provided hereafter, subject to final county board approval.
( c) The Redeveloper obligates itself to undertake and complete by Closing the
following actions:
(i) Acquire 3700 and 3706 Central Avenue at its sole cost and expense.
(d) The Redeveloper shall be responsible for all associated closing costs for both the
City and the Economic Development Authority.
Section 3.2. Conditions of Convevance; Purchase Price. (a) The Authority shall convey
title to and possession of the City Parcels to the Redeveloper by a quit claim deed in the form
contained in Exhibit B. The Authority's obligation to convey the City Parcels to the Redeveloper
is subject to satisfaction of the following terms and conditions:
(i) the Redeveloper having submitted and the Authority having approved
evidence of financing as required under Article VII;
(ii) the Redeveloper having submitted and the Authority having approved
Construction Plans for the Minimum Improvements as required by Article IV;
327813v4 MTN CL205-44
7
(iii) the Redeveloper having reviewed and approved title to the City Parcels as
set forth in Section 3.4;
(iv) the Redeveloper not being in default under this Agreement;
00 the City having approved and granted all Redeveloper required land use
and plat approvals (the "Land Use Approvals").
!W the Redeveloper paying the purchase price for the City Parcels as provided
in subsection 3.2. (c).
(vii) the Redeveloper having executed the Loan Agreement (the "Loan")
substantially in the form shown at Schedule D for the loan of funds from the Authority relating
to Redeveloper's purchase of3710 Central Avenue. The Loan shall be for a period not to exceed
ten (10) years, or the period ending with the sale or refinancing of any portion of the Minimum
Improvements and/or Redevelopment Property, which ever is earlier.
(b) The closing on conveyance of the Redevelopment Property from the Authority to
the Redeveloper shall occur on or before August 1, 2008 (the "Closing"), or such other date as
the Authority and Redeveloper agree in writing.
(c) The purchase price of the City Parcels shall be as follows:
3710
3718
3722
Purchase Price
Central- $43,600
Central- $1.00
Central- $1.00
Fair Market Value
$78,600
$49,100
$49,100
The respective purchase prices represent a write-down of the their fair market value in
recognition of the Redeveloper's costs of assembly of the Redevelopment Property and Public
Redevelopment Costs as described in Section 3.7.
Section 3.3. Place of Document Execution, Delivery and Recording. (a) Unless
otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of
all deeds, documents and the payment of any purchase price shall be made at the offices of the
Authority.
(b) The Deeds shall be in recordable form and shall be promptly recorded in the
proper office for the recordation of deeds and other instruments pel1aining to the Authority
Parcel. At closing, the Redeveloper shall pay: all recording costs, excluding state deed tax, in
connection with the conveyance of the City Parcels; costs of recording any instruments used to
clear title encumbrances and title insurance commitment; one-half of any title company closing
fees, the cost of a title insurance policy or policies for the City Parcels; any costs relating to title
and closing on the Redeveloper Parcels.
321813v4 MTN CL20S-44
8
The Authority shall pay any outstanding levied or pending special assessments levied against the
City Parcels or other charges for public improvements however characterized installed or
authorized prior to Closing. The parties agree and understand that the City Parcels are exempt
from real property taxes payable in 2008.
Section 3.4. Title. (a) Redeveloper shall at its cost and expense obtain a commitment for
the issuance of a policy or policies of title insurance for the City Parcels and deliver the same to
the Authority. The Redeveloper shall review the state of title to the City Parcels and provide the
Authority with a list of written objections to such title. The Authority shall proceed in good faith
and with all due diligence to attempt to cure the objections made by the Redeveloper. In the
event the Redeveloper shall have provided the Authority with a list of written objections, within
ten (10) days after the date that all such objections have been cured to the reasonable satisfaction
of the Redeveloper, the Authority and Redeveloper shall proceed with the conveyance of the
City Parcels pursuant to Sections 3.1, 3.2 and 3.3 of this Agreement. In the event that the
Authority has failed to cure objections within sixty (60) days after its receipt of the
Redeveloper's list of such objections, either the Redeveloper or the Authority may by the giving
of written notice to the other, terminate this Agreement, upon the receipt of which this
Agreement shall be null and void and neither party shall have any liability hereunder. The
Authority shall have no obligation to take any action to clear defects in the title to the City
Parcels, other than the good faith efforts described above.
(b) The Authority shall take no actions to encumber title to the City Parcels between
the date of this Agreement and the time which the Deed is delivered to the Redeveloper.
Section 3.5. Soil Conditions; Other Representations. (a) The Redeveloper acknowledges
that the Authority and City make no representations or warranties as to the condition of the soils
on the City Parcels or the Redeveloper Parcels, or the fitness for construction of the Minimum
Improvements or any other purpose for which the Redeveloper may make use of such property.
The Redeveloper acquires the City Parcels "as is." Neither the City nor the Authority has any
obligation to acquire the Redeveloper Parcels.
(b) Any time and from time to time prior to the date of closing, Redeveloper, and
person or persons selected by Redeveloper shall be permitted access to the City Parcels for the
purpose of conducting such studies and investigations of the City Parcels as Redeveloper deems
appropriate, which studies and investigations shall be conducted at Redeveloper's sole expense
and pursuant to any other terms and conditions of this Agreement. Redeveloper agrees to
indemnify the Authority against any liability, cost or expense incurred by the Authority as a
result of Redeveloper's actions, including but not limited to fines, court costs, reasonable
attorneys' fees and remedial costs. Such studies may include without limitation, physically
inspecting the City Parcels and reviewing the Authority's records concerning the City Parcels
which records shall be made reasonably available to Redeveloper.
(c) The Authority discloses that there is not an individual sewage treatment system on
or serving the City Parcels.
327813v4 MTN CL205-44
9
(d) The Authority does not know of any wells on the City Parcels, and will so certify
in the deeds conveying the City Parcels to the Redeveloper.
Section 3.6. Environmental Conditions. (a) The Redeveloper further acknowledges 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 City Parcels or
Redeveloper Parcels, nor imposes any obligation on such parties to participate in any cleanup of
such property, if required, by state or federal agencies. The Authority has providcd all
environmental reports (the "Environmental Reports") in its possession concerning the City
Parcels to the Redeveloper, if any, and represents that that it knows of no other environmental
conditions relating to the City Parcels, except as disclosed in the Environmental Reports.
(b) Without limiting its obligations under Article VIII of this Agreement the
Redeveloper further agrees that it will indemnify, defend, and hold harmless the Authority, the
City, and their governing body members, officers, and employees (collectively, the
"Indemnitees"), from any claims or actions arising out of the presence, if any, of hazardous
wastes or pollutants existing on or in the City Parcels, or the Redeveloper Parcels, unless and to
the extent that such hazardous wastes or pollutants are present as a result of the actions or
omissions of the Indemnitees. 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 3.7. Public Redevelopment Costs: Grants: Disbursement. (a) The Redeveloper
shall acquire all parcels comprising the Redevelopment Property, demolish all existing buildings
on the Redevelopment Property and undertake all soil corrections, utility relocation, and grading
and excavation needed to construct the Minimum Improvements (such activities are collectively
referred to as the "Public Redevelopment Costs") , consistent with applicable State and Federal
requirements, and deliver proof of approval of compliance with such requirements. The term
Public Redevelopment Costs also includes Authority costs paid by the Redeveloper under
Section 3.9 hereof, and relocation costs, if any, paid by Redeveloper under Section 3.11 hereof.
(b) In order to assist the Redeveloper with acquisition of the Redevelopment Property
and construction of the Minimum Improvements, the Authority will provide the following
assistance:
(i) $100,000 from the Anoka County Economic Development Authority levy for
land acquisition costs;
(ii) $75,000 from community development block grant (CDBG) funds from
Anoka County (Grantor Agency) for land acquisition costs;
(iii) $30,000 from CDBG funds for demolition activities on the Redevelopment
Property;
(iv) $30,000 not to exceed, of State Aid Road funds foe turn lane construction;
3278 13v4 MTN CL20S-44 10
(v) $133,198 in land value write-downs;
(vi) $21,800 in interest write-down for the Loan.
Total grant and in-kind assistance is $389,998.
(c) The Authority will pay, reimburse or provide in-kind assistance to the
Redeveloper for Public Redevelopment Costs, from and to the extent of the proceeds from the
Grantor Agency, the Authority and the City. Notwithstanding anything to the contrary herein, if
Public Redevelopment Costs exceed the amount to be reimbursed under this Section, such excess
costs shall be the sole responsibility of the Redeveloper.
(d) Upon request of Redeveloper from time to time, the Authority will disburse to or
on behalf of thc Redeveloper, from the grant and cash:sourccs described in Section 3. 7(b), up to
$205,000, the maximum amount of the cash assistance from the grants from the County, and
Authority, and provide the in-kind contribution for the turn lane and the land acquisition and
interest write-downs, for payment of the Public Redevelopment Costs, subject to the condition
precedent that on the date of such disbursement:
(i) No Event of Default under this Agreement or event which would
constitute such an Event of Default but for the requirement that notice be given or that a
period of grace or time elapse, shall have occurred and be continuing;
(ii) The Authority has received a written statement from the Redeveloper's
authorized representative certifying with respect to each payment: (A) that none of the
items for which the payment is proposed to be made has formed the basis for any
payment theretofore made under this section; (B) that each item for which the payment is
proposed is an item of Public Redevelopment Costs and (C) the Redeveloper reasonably
anticipates completion of the Minimum Improvements in accordance with the terms of
this Agreement.
(iii) No license or permit necessary for undertaking the Environmental
Remediation or constructing the Minimum Improvements shall have been revoked or the
issuance thereof subjected to challenge before any court or other governmental authority
having or asserting jurisdiction there over.
(iv) Redeveloper has acquired fee title to the City Parcels, or has received a
right of acccss to the City Parcels from the Authority to accomplish an item of Public
Redevelopment Costs.
(v) Redeveloper has submitted, and the Authority has approved, Construction
Plans for the Minimum Improvements in accordance with Article IV hereof, and
financing commitment in accordance with Article VII hereof.
(e) Whenever the Redeveloper desires a disbursement to be made hereunder, which
shall be no more often than monthly, the Redeveloper shall submit to the Authority a letter duly
executed on behalf of the Redeveloper accompanied by paid invoices or other comparable
327Bl3v4 MTN CL205-44
11
evidence that the cost has been incurred and invoices paid by Redeveloper. Each request shall
constitute a representation and warranty by the Redeveloper that all representations and
warranties set forth in this Agreement are true and correct as of the date of such draw request.
(i) If the Redeveloper has performed all of its agreements and complied with all
requirements theretofore to be performed or complied with hereunder, including satisfaction of
all applicable conditions precedent contained in Article III hereof, and upon receipt of requested
funds, the Authority shall make a disbursement to the Redeveloper in the amount of the
requested disbursement. Each disbursement shall be paid as follows: Within thirty (30) business
days of receipt of a request for disbursement, the Authority shall disburse the approved amount
of the requested disbursement to the Redeveloper.
(g) The making of the final disbursement by the Authority under this Section shall be
subject to the condition precedent that the Redeveloper shall be in compliance with all conditions
set forth in this Section, and further, that the Authority shall have received a lien waiver from
each contractor for all work done and for all materials furnished by it for the Public
Redevelopment Costs.
(h) The Authority may, in its sole discretion, without notice to or consent ii'om any
other party, waive any or all conditions for disbursement set forth in this Article. However, the
making of any disbursement prior to fulfillment of any condition therefor shall not be construed
as a waiver of such condition, and the Authority shall have the right to require fulfillment of any
and all such conditions prior to authorizing any subsequent disbursement.
(i) Notwithstanding anything to the contrary in this Agreement, if Redeveloper
should default by failing to complete the Minimum Improvements by the dates specified in
Section 4.3(a), the Redeveloper shall promptly repay to the Authority the amount disbursed to
Redeveloper under clauses (d)-(g).
Section 3.8. No Business Subsidv. The parties understand that the Authority is
transferring the City Parcels to the Redeveloper by means of a write-down of the fair-market
value of the City Parcels from $176,800 to $43,602, a total write-down of $133,198. The
Authority in addition will provide $100,000 from the Anoka County Economic Development
Authority levy, and $75,000 ii'om a CDBG Grant to the Authority, to the Redeveloper for
acquisition and Public Redevelopment Costs related to the Redevelopment Property. The
Authority in addition will provide a grant, in an amount not to exceed $30,000 for demolition
activities on the Redevelopment Property. The City, in addition, will finance the construction of
a 100 -foot turn lane into the Redevelopment Property in an amount not to exceed $30,000. In
addition, the value of the interest-free Loan for acquisition costs relating to 3710 Central Avenue
represents a grant in an amount up to $21,800 based on a ten-year term for the Loan at 5%
interest. These grants, interest and land write-downs total $389,998. The amount of the subsidy
of $389,998 does not constitute a business subsidy because the Redeveloper's investment in site
acquisition and preparation is at least $701,602, which is 70 percent or more of the assessor's
current year's estimated market value of $572,800 for the Redevelopment Property. Therefore,
no business subsidy is being provided to the Redeveloper pursuant to Minnesota Statutes,
Section 116J.993 to 116J.995, as amended.
327813v4 MTN CJ.205-44
12
Section 3.9. Pavment of Administrative Costs. The Redeveloper is responsible for the
Authority's "Administrative Costs," which means out-of-pocket costs incurred by the Authority
attributable to or incurred in connection with the negotiation and preparation of this Agreement,
the Preliminary Development Agreement, and other documents and agreements in connection
with the City Parcels. In order to secure partial payment of the Administrative Costs, the
Redeveloper delivered to the Authority $3,000 upon execution of thc Preliminary Development
Agreement. The Authority will utilize such funds to payor reimburse itself for Administrative
Costs. If at anyone or more times during the term of this Agreement, the Authority determines
that Administrative Costs will exceed $3,000 and that additional security is required, the
Authority shall notify the Redeveloper of the amount of such additional security. Within ten
calendar days of receipt of such notice, the Redeveloper shall deliver to the Authority the
required additional security. Failure of the Redeveloper to deliver the requested additional
security will result in the Authority suspending its obligations under this Agreement until the
security is provided.
Section 3.10. Records. The Authority or its representatives shall have the right at all
reasonable times after reasonable notice to inspect, examine and copy all books and records of
Redeveloper relating to the Minimum Improvements.
Section 3.11. Relocation. (a) The Redeveloper shall be responsible for the relocation of
all tenants of the Redevelopment Property, if any, including the provision of any relocation
benefits and payments. The Redeveloper shall consult with a relocation consultant, approved by
the Authority, regarding the relocation benefits and payments to be provided to them in exchange
for their relocation from the Redevelopment Property.
(b) The Redeveloper shall provide to the Authority written agreements, in a form
approved by the Authority, from each owner and occupant of the Redevelopment Property, under
which such owners and occupants agree to be relocated from the Redevelopment Property on
terms contained in the agreements. In addition, the Redeveloper shall fU\'llish to the Authority a
written certification from its atto\'lley that waivers of relocation benefits contained in such
agreements were explained to each owner and occupant in accordance with the terms of the
agreement.
(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
gove\'lling 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 as a result of the implementation of this Agreement.
327813v4 MTN CL205-44
13
ARTICLE IV
Construction of Minimum ImUl'ovemcnts and Public Imurovemcnts
Section 4.1. Construction of Minimum Improvements. (a) The Redeveloper agrees that,
upon acquisition of the parcels comprising the Redevelopment Property, it will construct or
cause construction of the Minimum Improvements on the Redevelopment Property, in substantial
compliance with approved Construction Plans and at all times while Redeveloper owns the
Redevelopment Property, all as determined by the City Engineer in his reasonable discretion,
will operate and maintain, preserve and keep the respective components of the Minimum
Improvements or cause such components be maintained, preserved and kept with the
appurtenances and every part and parcel thereof, in good repair and condition.
(b) All plans and specifications shall in addition comply with all conditions imposed
on Redeveloper by the City or its Planning Commission in approving the requested zoning
approvals, including the reqnirement that all parcels comprising the Redevelopment Property be
platted into one parcel with its legal description (the "Land Use Approvals") for the
Redevelopment Property.
Section 4.2. Construction Plans. (a) Before commencement of construction of the
Minimum Improvements, the Redeveloper shall submit to the Authority Construction Plans. The
Construction Plans shall provide for the construction of the Minimum Improvements and shall be
in conformity with this Agreement and all applicable State and local laws and regulations. The
Authority Representative will approve the Construction Plans in writing if: (i) the Construction
Plans conform to the terms and conditions of this Agreement; (ii) the Construction Plans
conform to the goals and objectives of the Redevelopment Plan; (iii) the Construction Plans
conform to all applicable federal, state and local laws, ordinances, rules and regulations; (iv) the
Construction Plans are adequate to provide for construction of the Minimum Improvements; (v)
the Construction Plans do not provide for expenditures in excess of the funds available to the
Redeveloper from all sources (including Redeveloper's equity) for construction of the Minimum
Improvements; and (vi) no Event of Default has occurred. Approval may be based upon a
review by the City's Engineer and Building Official of the Construction Plans. No approval by
the Authority Representative shall relieve the Redeveloper of the obligation to comply with the
terms of this Agreement or of the Redevelopment Plan, applicable federal, state and local laws,
ordinances, rules and regulations, or to construct the Minimum Improvements in accordance
therewith. No approval by the Authority Representative shall constitute a waiver of an Event of
Default. If approval of the Construction Plans is requested by the Redeveloper in writing at the
time of submission, such Construction Plans shall be deemed approved unless rejected in writing
by the Authority Representative, in whole or in part. Such rejections shall set forth in detail the
reasons therefore, and shall be made within 15 days after the date of their receipt by the
Authority. If the Authority Representative rejects any Construction Plans in whole or in part, the
Redeveloper shall submit new or corrected Construction Plans within 15 days after written
notification to the Redeveloper of the rejection. The provisions of this Section relating to
approval, rejection and resubmission of corrected Construction Plans shall continue to apply
until the Construction Plans have been approved by the Authority. The Authority
327813v4 MTN CL205-44
14
Representative's approval shall not be unreasonably withheld, delayed or conditioned. Said
approval shall constitute a conclusive determination that the Construction Plans (and the
Minimum Improvements to be constructed in accordance with said plans) comply to the
Authority's satisfaction with the provisions of this Agreement relating thereto.
(b) If the Redeveloper desires to make any material change in the Construction Plans
after their approval by the Authority, the Redeveloper shall submit the proposed change to the
Authority for its approval. If the Construction Plans, as modified by the proposed change,
conform to the requirements of Section 4.2 of this Agreement with respect to such previously
approved Construction Plans, the Authority shall approve the proposed change and notify the
Redeveloper in writing of its approval. Such change in the Construction Plans shall, in any
event, be deemed approved by the Authority unless rejected, in whole or in part, by written
notice by the Authority to the Redeveloper, setting forth in detail the reasons therefor. Such
rejection shall be made within 15 days after rcceipt of the notice of such change. The
Authority's approval of any such change in the Construction Plans will not be unreasonably
withheld.
Section 4.3. Completion of Construction. (a) Subject to Unavoidable Delays, the
Redeveloper must commence construction of the Minimum Improvements by September 1,
2008, and must substantially complete construction of the Minimum Improvements by May 1,
2009. 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 the City.
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.
(b) The Redeveloper agrees for itself, its successors and assigns, and every successor in
interest to the Redevelopment Property, or any part thereot: 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 subject to Unavoidable Delay within the period specified in this Section 4.3 of this
Agreement. Subsequent to conveyance of the City Parcels, 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.
Section 4.4. Credits. The Redeveloper shall receive four (4) SAC credits. Redeveloper
shall be responsible for all other charges and fees imposed by the City.
Section 4.5. Certificate of Completion. (a) Promptly after substantial completion of the
Minimum Improvements in accordance with those provisions of the Agreement relating solely to
the obligations of the Redeveloper to construct the Minimum Improvements (including the dates
327813v4 MTN CL205.44
15
for completion thereof), the Authority will furnish the relevant Redeveloper with a Certificate of
Completion in substantially the form attached as Schedule C. Such certification by the Authority
shall be (and it shall be so provided in the Deed and in the certification itself) a conclusive
determination of satisfaction and termination of the agreements and covenants in the Agreement
and in the Deed with respect to the obligations of the Redeveloper, and its successors and
assigns, to construct the relevant component 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 Rcdeveloper 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) The 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 ofthe 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.
(c) The construction of the Minimum Improvements shall be deemed to be
substantially completed when the Redeveloper has received a certificate of occupancy from the
City, and all site improvements have been substantially completed as reasonably determined by
the Authority Representative.
327813v4 MTN CL20S.44
16
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,
fU1'l1ish 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 non-reporting 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 $1,000,000 for each occurrence (to
accomplish the above-required limits, an umbrella excess liability policy may be used);
(iii) Automobile liability insurance to cover claims for damages because of
bodily injury or death of any person or property damage arising out of the ownership,
maintenance or use of any motor vehicle of not less than $1,000,000; and
(iv) Workers' compensation insurance, with statutory coverage.
(b) All insurance required in Article V of this Agreement shall be taken out and
maintained in responsible insurance companies selected by the Redeveloper which are
authorized under the laws of the State to assume the risks covered thereby, and shall name the
Authority, the City and any MOl1gagee as an additional named insured thereunder. Upon
request, the Redeveloper will deposit annually with the Authority policies evidencing all such
insurance, or a certificate or certificates or binders of the respective insurers stating that such
insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement
each policy shall contain a provision that the insurer shall not cancel nor modify it in such a way
as to reduce the coverage provided below the amounts required herein without giving written
notice to the Redeveloper and the Authority at least thirty (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.
327813v4 MTN CL205-44
17
(c) 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 thc 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 nct proceeds of any insurance relating to such damage received by the Redevelopcr to
the payment or reimbursement of the costs thereof.
The Redeveloper shall complete the repair, reconstruction and restoration of the
Minimum Improvements, whether or not the net proceeds of 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.
(d) The Redeveloper and the Authority agree that all of the insurance provisions set
forth in this Article V shall terminate upon the termination of this Agreement, the issuance by the
City of a Certificate of Completion for the Minimum Improvements.
Section 5.2. Subordination. Notwithstanding anything to the contrary contained in this
Article V, the rights of the Authority with respect to the receipt and application of any proceeds
of insurance shall, in all respects, be subject and subordinate to the rights of any lender under a
Mortgage approved pursuant to Article VII of this Agreement.
Section 5.3. Qualifications. Notwithstanding anything herein to the contrary, the parties
acknowledge and agree that:
(a) Upon transfer of the City Parcels or portion thereof to another person or entity,
the Redeveloper will remain obligated under Section 5.1 hereof relating to such portion
transferred, unless the Redeveloper is released from such obligations in accordance with the
terms and conditions of Section 8.2(b), (c), or 8.3 hereof.
327813v4 MTN CL205-44
18
ARTICLE VI
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 payment of the Public Redevelopment Costs. The
Redeveloper understands that the real estate taxes on the Minimum Improvements 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 prior to the issuance of a Certificate
of Completion on behalf of the Authority 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 issuance of the
Certificate of Completion, 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
issuance of the Certificate of Completion, 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).
327813v4 MTN CL205-44
19
ARTICLE VII
Financinl!:
Section 7.1. Mortgage Financing. (a) Before the Redeveloper's Closing Date, 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
Construction Costs for the Minimum Improvements. Such commitments may be submitted as
short ;term financing, long ;term mortgage financing, a bridge loan with a long ;term takc-out
financing commitment, or any combination of the forcgoing.
(b) If the financing is sufficiently committed and adequate in amount to pay the costs
specified in paragraph (a) then the Authority staff 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 ten (10) days from the date when the Authority is provided the evidence of
financing. A failure by the Authority stafY to respond to such evidence of financing shall be
deemed to constitute an approval hereunder. If the Authority stafY rej ects 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 thc event that there occurs a default under any Mortgagc authorized pursuant to
Section 7.1 ofthis 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
such reasonable terms and conditions as the Authority and Holder mutually agree in writing.
Notwithstanding anything to the contrary herein, any subordination agreement must include the
provision described in Section 10.3.
327813v4 MTN CL205.44
20
ARTICLE VIII
Prohibitions A2ainst Assi2nment and Transfer; Indemnification
Section 8.1. Representation as to Redevelopmcnt. The Redeveloper represents and
agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to
the Agreemcnt, are, and will be used, for the purpose of redevelopment of the Rcdevelopment
Property and not for speculation in land holding.
Section 8.2. Prohibition Against Redeveloper's Transfer of Proper tv and Assignment of
Agreement. The Redeveloper represents and agrees that until issuance of the Certificate of
Completion for the Minimum Improvements:
(a) Except as specifically described in this Agreement, the Redeveloper has not made
or created and will not make or create or suffer to be made or created any total or partial sale,
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 board 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, (ii) any lease, license, easement or similar
arrangement entered into in the ordinary course of business related to operation of the Minimum
Improvements, (iii) any sale, conveyance, or transfer in any form to any Affiliate, or (iv) any
change in ownership of the Redeveloper so long as the identity of the parties in control of
Redeveloper do not change. Any such transfer shall be subject to the provisions of this
Agreement.
(b) If the Redevcloper seeks to effect a Transfer prior to issuance of the Certificate of
Completion, the Authority shall be entitled to require as conditions to such Transfer that:
(i) 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
(ii) 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; 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 assumed such obligations or so agreed, and shall not
327813v4 MTN CL205-44
21
(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 thcreof 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; and
(iii) Any and all instruments and other lcgal 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 form 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.
The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliance
with the terms of this Article.
(d) Upon issuance of the Certificate of Completion, the Redeveloper may transfer or
assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this
Agreement with respect to such property without the prior written consent of the Authority.
Section 8.3. Release and Indemnification Covenants. (a) The Redeveloper releases from
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
or the Public Improvements, except for any such damages or injuries directly related to the gross
negligence of the Authority or the City.
(b) Except for any willful or negligent misrepresentation or any willful or wanton
misconduct or negligence of the following named parties, 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 fi'om any claim, demand, suit, action or other proceeding
327813v4 MTN CL205-44
22
whatsoever by any person 01' entity whatsoever ansmg 01' purportedly ansmg from this
Agreement, 01' the transactions contemplated hereby 01' the acqnisition, construction, installation,
ownership, and operation of the Minimum Improvements and Public 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 01' injury to the
persons 01' property of the Redeveloper 01' its officers, agents, servants 01' employees 01' any other
person who may be about the Minimum Improvements 01' Public Improvements due to any act of
negligence of any person.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority
contained herein shall be deemed to be the covenants, stipulations, promises, agreements and
obligations of the Authority and not of any governing body member, officer, agent, servant 01'
employee ofthe Authority in the individual capacity thereof.
327813v4 MTN Cl,205.44
23
ARTICLE IX
Evcnts of Dcfault
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, anyone 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 patty
does not, within such 3D-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 material
covenant, condition, obligation, or agreement on its part to be observed or performed under this
Agreement;
(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;
(iv) is adjudicated a bankrupt or insolvent; or
(v) fails to payor escrow for the Authority's Administrative Costs.
Section 9.2. Remedies on Default. Whenever any Event of Default referred to in Section
9.1 of this Agreement occurs, the non-defaulting party may exercise its rights under this Section
9.2 after providing thirty days written notice to the defaulting party of the Event of Default, but
only if the Event of Default has not been cured within said thirty days or, if the Event of Default
is by its nature incurable within thirty days, the defaulting party does not provide assurances
reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and
will be cured as soon as reasonably possible:
(a) Take whatever action, including legal, equitable or administrative action, which
may appear necessary or desirable to collect any payments due under this Agreement, or to
enforce performance and observance of any obligation, agreement, or covenant under this
Agreement.
327813v4 MTN CL20S-44
24
Section 9.3. Revesting Title in Authoritv Upon Happening of Event Subsequent to
Conveyance to Redeveloper. In the event that subsequent to conveyance of the City Parcels to
the Redeveloper and prior to receipt by the Redeveloper of the Certificate of Completion for the
Minimum Improvements required to be constructed on that parcel:
(a) the Redeveloper, subject to Unavoidable Delays, shall fail to begin construction
of the Minimum Improvements in conformity with this Agreement and such failure to begin
construction is not cured within 90 days after written notice from the Authority to the
Redeveloper to do so; or
(b) subject to Unavoidable Delays, the Redeveloper after commencement of the
construction of the Minimum Improvements, fails to carry out its obligations with respect to the
construction of such improvements (including the nature and the date for the completion
thereof), or abandons or substantially suspends construction work, and any such failure,
abandonment, or suspension shall not be cured, ended, or remedied within 90 days after written
demand from the Authority to the Redeveloper to do so; or
( c) the Redeveloper fails to pay real estate taxes or assessments on the parcel or any
part thereof when due, or creates, suffers, assumes, or agrees to any encumbrance or lien on the
parcel (except to the extent permitted by this Agreement), or shall suffer any levy or attachment
to be made, or any materialmen's or mechanics' lien, or any other unauthorized encumbrance or
lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien
removed or discharged or provision satisfactory to the Authority made for such payment,
removal, or discharge, within thirty (30) days after written demand by the Authority to do so;
provided, that if the Redeveloper first notifies the Authority of its intention to do so, it may in
good faith contest any mechanics' or other lien filed or established and in such event the
Authority shall permit such mechanics' or other lien to remain undischarged and unsatisfied
during the period of such contest and any appeal and during the course of such contest the
Redeveloper shall keep the Authority informed respecting the status of such defense; or
(d) there is, in violation of the Agreement, any transfer of the parcel or any part
thereof, and such violation is not cured within sixty (60) days after written demand by the
Authority to the Redeveloper, or if the event is by its nature not reasonably susceptible of being
cured within 60 days, the Redeveloper does not, within such 60-day period, provide assurances
reasonably satisfactory to the Authority that the event will be cured as soon as reasonably
possible; or
( e) the Redeveloper fails to comply with any of its other covenants under this
Agreement, including failure to complete Environmental Remediation as provided in Section 3.8
related to the Minimum Improvements and fails to cure any such noncompliance or breach
within thirty (30) days after written demand from the Authority to the Redeveloper to do so, or if
the event is by its nature incurable within 30 days, the Redeveloper does not, within such 30-day
period, provide assurances reasonably satisfactory to the Authority that the event will be cured as
soon as reasonably possible; or
327813v4 MTN CL205-44
25
Then the Authority shall have the right to re-enter and take possession of the City Parcels
and to terminate (and revest in the Authority) the estate conveyed by the Deed to the
Redeveloper, it being the intent of this provision, together with other provisions of the
Agreement, that the conveyance of the parcel to the Redeveloper shall be made upon, and that
the Deed shall contain a condition subsequent to the effect that in the event of any default on the
part of the Redeveloper described in this Section 9.3 and failure on the part of the Redeveloper to
remedy, end, or abrogate such default within the period and in the manner stated in such Section,
the Authority at its option may declare a termination in favor of the Authority of the title, and of
all the rights and interests in and to the parcel conveyed to the Redeveloper, and that such title
and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in
the parcel, shall revert to the Authority, but only if the events stated in Section 9.3(a)-(e) have
not been cured within the time periods provided above.
Section 9.4. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting
in the Authority of title to and/or posscssion of the City Parcels or any part thereof as provided in
Section 9.3, the Authority shall, pursuant to its responsibilities under law, use its best efforts to
sell the Redevelopment Property or part thereof as soon and in such manner as the Authority
shall find feasible and consistent with the objectives of such law and of the Redevelopment Plan
to a qualified and responsible party or parties (as determined by the Authority) who will assume
the obligation of making or completing the Minimum Improvements or such other improvements
in their stead as shall be satisfactory to the Authority in accordance with the uses specified for
such Redevelopment Property or part thereof in the Redevelopment Plan. Upon resale of the
parcel, the proceeds thereof shall be applied:
(a) First, to reimburse the Authority for all costs and expenses incurred by them,
including but not limited to salaries of personnel, in connection with the recapture, management,
and resale of the parcel (but less any income derived by the Authority from the property or part
thereof in connection with such management); all taxes, assessments, and water and sewer
charges with respect to the parcel or part thereof (or, in the event the parcel is exempt from
taxation or assessment or such charge during the period of ownership thereof by the Authority,
an amount, if paid, equal to such taxes, assessments, or charges (as determined by the Authority
assessing official) as would have been payable if the parcel were not so exempt); any payments
made or necessary to be made to discharge any encumbrances or liens existing on the parcel or
part thereof at the time of revesting of title thereto in the Authority or to discharge or prevent
from attaching or being made any subsequent encumbrances or liens due to obligations, defaults
or acts of the Redeveloper, its successors or transferees; any expenditures made or obligations
incurred with respect to the making or completion of the subject improvements or any part
thereof on the parcel or part thereof; and any amounts otherwise owing the Authority by the
Redeveloper and its successor or transferee; and
(b) Second, to reimburse the Redeveloper, its successor or transferee, up to the
amount equal to (1) the purchase price paid by Redeveloper under Section 3.2; plus (2) the
amount actually invested by it in making any of the subject improvements on the parcel or part
thereof.
327813v4 MTN CL205-44
26
Any balance remaining after such reimbursements shall be retained by the Authority as
its property.
Section 9.5. 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 9.6. No Additional Waiver Implied bv 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.
Section 9.7. Attornev Fees. Whenever any Event of Default occurs and if the Authority
or Redeveloper shall employ attorneys or incur other expenses for the collection of payments due
or to become due or for the enforcement of performance or observance of any obligation or
agreement on the part of the Redeveloper or Authority under this Agreement, the non-prevailing
party in any such action agrees that it shall, within 10 days of written demand by the prevailing
party, pay to the prevailing party the reasonable fees of such attorneys and such other reasonable
expenses so incurred.
327813v4 MTN CL205.44
27
ARTICLE X
Additional P,'ovisions
Section 10.1. Conflict of Interest: Citv or Authoritv Representatives Not Individually
Liable. The Authority and the Redeveloper, to the best of their respective knowledge, represent
and agree that no member, ofIicial, 01' employee of the City 01' the Authority shall have any
personal interest, direct 01' indirect, in the Agreement, nor shall any such member, official, 01'
employee participate in any decision relating to the Agreement which affects his personal
interests 01' the interests of any corporation, partnership, 01' association in which he is, directly or
indirectly, interested. No member, official, 01' employee of the City 01' the Authority shall be
personally liable to the Redeveloper, 01' any successor in interest, in the event of any default 01'
breach by the Authority or City 01' for any amount which may become due to the Redeveloper 01'
successor 01' on any obligations under the terms of the Agreement.
Section 10.2. Equal Emplovment Opportunitv. 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 opcration 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
01' national origin in the sale, lease, 01' 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 01' 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 01' 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 01' 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 01' delivered if it is dispatched by registered 01' certified mail,
postage prepaid, retul'll receipt requested, or delivered personally; and
(a) in the case of the Redeveloper, is addressed to 01' delivered personally to the
Redeveloper at 522 Lomianki Lane, Mimleapolis, MN, 55421; and
327813v4 MTN CL205-44
28
(b) in the case of the Authority, is addressed to or dclivered personally to the
Authority at 590 - 40th Avenue NE, Columbia Heights, Minnesota 55421, Attn: Executive
Director; or at such other address with respect to either such party as that party may, from time to
time, designate in writing and forward to the other as provided in this Section.
Section 10.7. Counterparts. This Agreement may be executed III 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.
Seetion 10.10. Authoritv 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 date the City issues the
Certificate of Completion, except that termination of the Agreement does not terminate, limit or
affect the rights of any party that arises before the date the City issues the Certificate of
Completion, or as otherwise provided herein.
327813v4 MTN CL205.44
29
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.
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President-Gary 1. Peterson
By
Its Executive Director-Walter R.Fehst
STATE OF MINNESOTA)
) ss.
COUNTYOFANOKA )
The foregoing instrument was acknowledged before me this _ day of
2008, by and , the President and Executive Director
of the Columbia Heights Economic Development Authority, a public body politic and corporate,
on behalf ofthe Authority.
Notary Public
327813v4 MTN CL205-44
30
CITY OF COLUMBIA HEIGHTS
By
Its Mayor-Gary L. Peterson
By
Its City Manager-Walter R. Fehst
STATE OF MINNESOTA )
) SS.
COUNTY OF ANOKA )
The foregoing instrument was acknowledged before me this _ day of
2008, by Gary Peterson and Walter R. Fehst, the Mayor and City Manager of the City of
Columbia Heights, a Minnesota municipal corporation, on behalf of the City.
Notary Public
327813v4 MTN CL205-44
31
37TH AND CENTRAL LLC
By Christopher Little
Its
STATE OF MINNESOTA )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me
, 2008 by Christopher Little, the
LLC, a Minnesota limited liability company, on behalf of the company.
this _ day of
of 37th and Central
Notary Public
327813v4 MTN CL205.44
32
City Parcels
Address
3710 Central
3718 Central
3722 Central
Address
3700 Central
3706 Central
327813v4 MTN CL205-44
SCHEDULE A
REDEVELOPMENT PROPERTY
PIN
35-30-24-44-0119
35-30-24-44-0118
35-30-24-44-0117
PIN
35-30-24-44-0121
35-30-24-44-0120
Former Use
Beecroft building
(demolished)
Non-conforming single-
family home
(demolished)
Non-conforming single-
family home
(demolished)
Redeveloper Parcels
Former Use
Chutney restaurant
Chutney parking lot
A-I
Property Description
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS, ANOKA
COUNTY, MINNESOTA
LOT 16 BLK 87 COL HTS
ANNEX
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS, ANOKA
COUNTY, MINNESOTA
LOT 15 BLK 87 COL HTS
ANNEX
COLUMBIA HEIGHTS
ANNEX TO
MINNEAPOLIS, ANOKA
COUNTY, MINNESOTA
LOT 14 BLK 87 COL HTS
ANNEX
Property Description
THE S 50 FT OF LOT 18
BLK 87 COLUMBIA
HEIGHTS ANNEX, SUBJ
TO EASE OF REC
LOT 17 BLK 87
COLUMBIA HEIGHTS
ANNEX, TOG/W TI-IA T
PRT OF LOT 18 SD BLK
L YG N OF S 50 FT
THEREOF, SUBJ TO
EASE OF REC
SCHEDULE B
FORM OF QUIT CLAIM DEED
State Deed Tax Due Hereon: $
QUIT CLAIM DEED
THIS INDENTURE, between the Columbia Heights Economic Development Authority,
a public body corporate and politic (the "Grantor"), and 37th and Central LLC, a Minnesota
limited liability company (the "Grantee").
WITNESSETH, that Grantor, in consideration of the sum of $1.00 and other good and
valuable consideration the receipt whereof is hereby acknowledged, does hereby grant, bargain,
quitclaim and convey to the Grantee, its successors and assigns forever, all the tract or parcel of
land lying and being in the County of Anoka and State of Minnesota described on "Exhibit A"
attached hereto, to-wit (such tract or parcel ofland is hereinafter referred to as the "Propeliy"):
To have and to hold the same, together with all the hereditaments and appurtenances
thereunto belonging, subject to: See attached "Exhibit B"
SECTION 1.
It is understood and agreed that this Deed is subject to the covenants, conditions,
restrictions and provisions of an agreement recorded herewith entered into between the Grantor
and Grantee on the day of , 2008, identified as "Contract for Private
Redevelopment," as it may be amended (hereafter referred to as the "Agreement"), that the
Grantee shall not convey this Property, or any part thereof, except as permitted by the Agreement
until a celiificate of completion releasing the Grantee from certain obligations of said Agreement
as to this Property or such part thereof then to be conveyed, has been placed of record. This
provision, however, shall in no way prevent the Grantee from mortgaging this Property in order
to obtain funds for the purchase of the Propeliy hereby conveyed or for erecting the Minimum
Improvements thereon (as defined in the Agreement) in conformity with the Agreement, any
applicable development program and applicable provisions ofthe zoning ordinance of the City of
Columbia Heights, Minnesota, or for the refinancing of the same.
327813v4 MTN CL205-44
B-1
It is specitieally agreed that the Grantee shall promptly begin and diligently proseeute to
eompletion the redevelopment of the Property through the eonstruetion of the Minimum
Improvements thereon, as provided in the Agreement.
Promptly after eompletion of the Minimum Improvements in aeeordanee with the
provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument
so eertifying. Sueh eertitieation by the Grantor shall be (and it shall be so provided in the
eertitieation itself) a eonelusive determination of satisfaetion and termination of the agreements
and eovenants of the Agreement and of this Deed with respeet to the obligation of the Grantee,
and its sueeessors and assigns, to eonstruet the Minimum Improvements and the dates for the
beginning and completion thereof. Sueh certification and such determination shall not constitute
evidence of compliance with or satisfaction of any obligation of the Grantee to any holder of a
mortgage, or any insurer of a mortgage, securing money loaned to tinance the purchase of the
Property hereby conveyed or the Minimum Improvements, or any part thereof.
All eertitications provided for herein shall be in such form as will enable them to be
recorded with the County Reeorder, or Registrar of Titles, Anoka County, Minnesota. If the
Grantor shall refuse or fail to provide any such certitication in aecordance with the provisions of
the Agreement ffild this Deed, the Grantor shall, within thirty (30) days after written request by
the Grantee, provide the Grantee with a written statement indicating in adequate detail in what
respects the Grantee 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 Grantor, for the Grantee to take or perform in order to obtain
such certitieation.
SECTION 2.
The Grantee's rights and interest in the Property are subjeet to the terms and conditions
of Section 9.3 of the Agreement relating to the Grantor's right to re-enter and revest in Grantor
title to the Property under conditions specitied therein, ineluding but not limited to termination of
such right upon issnance of a Certiticate of Completion as detined in the Agreement.
SECTION 3.
The Grantee agrees for itself and its successors and assigns to or of the Property or any
part thereof, hereinbefore described, that the Grantee and sueh suceessors and assigns shall
eomply with all provisions of the Agreement that relate to the Property or use thereof for the
periods specitied in the Agreement.
It is intended and agreed that the above and foregoing agreements and covenants shall be
eovenants running with the land for the term of the Agreement, and that they shall, in any event,
and without regard to technical classification or designation, legal or otherwise, and except only
as otherwise specitically provided in this Deed, be binding, to the fullest extent permitted by law
and equity for the benetit and in favor of, and enforceable by, the Grantor against the Grantee, its
327813v4 MTN CL205-44
B-2
successors and assigns, and every successor in interest to the Property, or any part thereof or any
interest therein, and any party in possession or occupancy of the Property or any part thereof.
In amplification, and not in restriction ot: the provisions of the preceding section, it is
intended and agreed that the Grantor shall be deemed a beneficiary of the agreements and
covenants provided herein, both for and in its own right, and also for the purposes of protecting
the interest of the community and the other parties, public or private, in whose favor or for
whose benefit these agreements and covenants have been provided. Such agreements and
covenants shall run in favor of the Grantor without regard to whether the Grantor has at any time
been, remains, or is an owner of any land or interest therein to, or in favor of, which such
agreements and covenants relate. The Grantor shall have the right, in the event of any breach of
any such agreement or covenant to exercise all the rights and remedies, and to maintain any
actions or suits at law or in equity or other proper proceedings to enforce the curing of such
breach of agreement or covenant, to which it or any other beneficiaries of such agreement or
covenant may be entitled; provided that Grantor shall not have any right to re-enter the Property
or revest in the Grantor the estate conveyed by this Deed on grounds of Grantee's failure to
comply with its obligations under this Section 3.
SECTION 4.
This Deed is also given subject to provision of the ordinances, building and zoning laws
of the City of Columbia Heights, and state and federal laws and regulations in so far as they
affect this real estate.
Grantor certifies that it does not know of any wells on the Property.
IN WITNESS WHEREOF, the Grantor has caused this Deed to be duly executed in its
behalf by its President and Executive Director and has caused its corporate seal to be hereunto
affixed this day of ,2008.
COLUMBIA HEIGHTS ECONOMIC
DEVELOPMENT AUTHORITY
By
Its President-Gary 1. Peterson
By
Its Executive Director-Walter R. Fehst
327813v4 MTN CL205-44
B-3
STATE OF MINNESOTA )
) ss
COUNTYOFANOKA )
The foregoing was acknowledged before me this _ day of , 2008, by Gary L.
Peterson and Walter R. Fehst, the President and Executive Director, respectively, of the
Columbia Heights Economic Development Authority, a public body corporate and politic under
the laws ofthe State of Minnesota, on behalf of the public body corporate and politic.
Notary Public
This instrument was drafted by:
Kennedy & Graven, Chartered
470 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, Minnesota 55402
Tax Statements should be sent to:
37th and Central LLC
552 Lomianki Lane
Minneapolis, MN 55421
327813v4 MTN CL205.44
B-4
EXHIBIT A
Lel!al descrintion
327813v4 MTN CL205-44
B-5
EXHIBIT B
1. Real estate taxes and special assessments not yet due, if any.
2. Matters as shown on survey by
327813v4 MTN CL205-44
B-6
SCHEDULE C
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 Oftice 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
I 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 cel1ify that all building construction and other physical
improvcments 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 ofthe 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-Gary L. Peterson
By
Its Executive Director-Walter R. Fehst
327813v4 MTN CL205-44
C-l
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 President of the Authority named in the foregoing
instrument; that the seal atlixed 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
327813v4 MTN CJ.205-44
C-2
SCHEDULE D
LOAN AGREEMENT
(TO BE PROVIDED)
327813v4 MTN CL20S-44
C-3