Loading...
HomeMy WebLinkAboutEDA AGN 08-26-08 AGENDA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY TUESDAY, AUGUST 26,2008 7:00 p.m., City Hall, Conference Room 1 1. Call to Order/Roll Call Gary L. Peterson, President Marlaine Szurek, Vice President Bruce Kelzenberg, SecretarylTreasurer Tammera Diehm Bobby Williams Bruce Nawrocki Gerry Herringer 2. Pledge of Allegiance CONSENT AGENDA 3. Approve Minutes of June 16th, July 28th and August 11, 2008. Approve financial report and payment of bills for June, July and August, Res. 2008-11 Motions: Move to Waive the Reading of Resolution 2008-11, there being an ample amount of copies available to the public. Move to Approve the Minutes and Adopt Resolution 2008-11, approving the Financial Report and payment of bills for the months of June, July and August 2008. BUSINESS ITEMS 4. General Discussion on 4th Amendment to Contract for Private Redevelopment and Contract for Private Redevelopment, 4707 Central Avenue 5. Establishment of Special Meeting Date to Consider Agenda Item No.4 Motion: Move to set a Special Meeting Date of , 2008 for consideration of 4th Amendment to Contract for Private Redevelopment and Contract for Private Redevelopment, 4707 Central Avenue 6. Resolution 2008-09 and 2008-10, 2009 Budget and Special Benefit Levy Motion: Move to waive the reading of Resolution 2008-09, there being an ample amount of copies available to the public. Motion: Move to Adopt Resolution 2008-09, a Resolution of the Economic Development Authority in and for Columbia Heights (EDA) Adopting the 2009 Budget and Setting the EDA Levy. Motion: Move to waive the reading of Resolution 2008-10, there being an ample amount of copies available to the public. Motion: Move to Adopt Resolution 2008-10, a Resolution Authorizing the Levy of a Special Benefit Levy pursuant to Minnesota Statutes, Section 469.033, Subdivision 6, and Approval of a Budget for Fiscal Year, 2009. 7. Administrative Report 8. Other Business The next Regular EDA meeting will be Tuesday, September 23, 2008 at City Hall. ECONOMIC DEVELOPMENT AUTHORITY (EDA) SPECIAL MEETING MINUTES JUNE 16, 2008 CALL TO ORDERIROLL CALL President, Gary L. Peterson called the meeting to order at 6:16 p.m. Present: Gary L. Peterson, Bruce Nawrocki, Gerry Herringer, Tammera Diehm, Marlaine Szurek and Bruce Kelzenberg Bobby Williams arrived at 6:30 pm PLEDGE OF ALLEGIANCE New Perspective Senior Livina Facilitv Abatement Proposal Clark stated at the last EOA meeting Ryan Novacyzk from New Perspective, presented a work-out proposal for the previous Comforts of Home senior project at 3ih and Hart Blvd. New Perspectives requested assistance from the City and if approved it would come in the form of tax abatement. Since that meeting: 1) New Perspectives has negotiated with the other parties involved in the transaction; and 2) staff had Ehlers review the proforma information based on the most current assumptions. In the attached letter from Ehlers and Associates they state that after review of the proforma, they determined although the requested amount of assistance was not warranted, but based on the forecast, which included tax expenses that were 50% below the developers worst case estimate, some form may be needed to provide them some assurance they could meet required cash-on-cash returns for their equity investors. Ehlers recommended the City provide tax abatement assistance if needed on an annual basis as follows: 1) term of assistance would last for five years; 2) an annual analysis of need would be performed, which is the amount of aggregate taxes paid and should not exceed $81,000; 3) if it exceeds the $81,000, the City would abate its portion of incremental taxes generated from the project, up to the maximum available; and 4) utilize the proposed assessed market value for the project as determined by Anoka County to complete the calculation of need for each year. Based upon discussions that Ehlers had with the County Assessor, the value of the project would likely be below the $81,000. Ryan Novacyzk, New Perspective CFO, stated they are looking for some City assistance in case the county comes up with very large taxes. Herringer stated he looked at the New Perspectives building in Waconia and felt the exterior was nice but didn't feel it was too impressive and he wanted to know if they would be adding the Montessori School to their plans. Novacyzk stated the building that Herringer saw had exterior designed to fit into that neighborhood. In Columbia Heights the exterior design is going to be a little more presentable. Novacyzk also stated it is very important to have the memory care residents on the first floor and that is why they are using the previously planned school area for units. Nawrocki asked what would the taxable value of the units be. Novacyzk stated the assessor is looking at somewhere around $72,000 to $76,000. Motion by Diehm, second by Williams, to authorize staff to prepare an Amended Contract for Private Redevelopment with New Perspective based on the following provisions: (per Ehlers memo dated June 12, 2008 and as modified by the EDA). All Economic Development Authority Special Meeting Minutes June 16,2008 Page 201'3 ayes. Motion Carried. Clark stated staff would set up a special meeting before the City Council meeting the first meeting in July to review the agreement. Resolution 2008-07. First Amendment to the Amended and Restated Contract for Private Redevelopment with Huset Park Development Corporation Clark stated at the last EDA meeting there was some general discussion regarding this project. The proposal from Mike Bjerkesett of NHHI, Inc. would consist of a 50-unit, income restricted, four-story senior complex as part of the Huset Park Redevelopment Project. Schafer Richardson is proposing to build a three-story, approximately 30-units, with underground parking stalls, which would be attached to the NHHI building. This amendment reflects the following changes: 1) Under Section 1.1, the definition of Minimum Improvements would be modified to add 80 units of senior rental housing; 2) under Section 3. 1 (d) would be modified to show $10,000 per senior rental unit (as amended June 16, 2008); 3) Section 4.3, Completion of Construction for Phase I, the date would be changed to read: December 31, 2010; 4) Section 3.8(h) would be modified to read: Tax Increment Revenue Bonds, Series 2007 in the principal amount of $2,890,000 (the "Series 2007 Bonds'? The last sentence would read: The net amount of the Series 2007 Bonds disbursed to Redeveloper will be counted toward the maximum aggregate principal amount of Initial Notes under Section 3.8(b), as such amount may otherwise be adjusted under the terms of this Agreement; and 5) Section 3.8(i) this is a correction item that goes back to Mayor June of 2007. This item has been sitting on the books for a long time and our attorney's stated as long as we are amending the contract we should correct this also. The EDA did two different notes: 1) issuing the general note of $6. 5 million, which was the pay-as-you-go note and 2) an actual tax exempt revenue bond that was issued in the amount of $2.9 million. Diehm asked if our attorney reviewed the document. Clark stated Steve Bubul did. Nawrocki asked what the original tax amount was and what it will be. Clark stated it was $816,000 for this parcel and the new project would be $575,000 over a period of 20 years, or a $240,000 difference. Herringer stated he would feel better if the taxable amounts would be locked in. Diehm stated she agreed with Herringer. There should be a cap on the amount. Clark stated that is the amount of assistance we are willing to give and has already been established, and if the developer was of the opinion that additional qualified costs were merited, they could prepare this as a formal amendment request. Motion by Williams, second by Szurek, to waive the reading of Resolution 2008-07, there being an ample amount of copies available to the public. All ayes. Motion Carried. Motion by Williams, second by Szurek, to Adopt Resolution 2008-07, a First Amendment to the Amended and Restated Contract for Private Redevelopment; and furthermore, to authorize the President and Executive Director to enter into an Economic Development Authority Special Meeting Minutes June 16,2008 Page 301'3 agreement for the same. Upon vote: Szurek-aye; Kelzenberg-aye; Williams-aye; Herringer-aye, Peterson-aye; Diehm-aye; abstain- Nawrocki. 6 ayes and one abstain. Motion Carried. ADJOURNMENT President, Peterson, adjourned the meeting at 7:15 p.m. Respectfully submitted, Cheryl Bakken Community Development Secretary H:\EDAminutes2008\6-16-2008 Special ECONOMIC DEVELOPMENT AUTHORITY (EDA) SPECIAL MEETING MINUTES JULY 28,2008 CALL TO ORDERIROLL CALL President, Gary L. Peterson called the meeting to order at 6:17 p.m. Present: Gary L. Peterson, Bruce Nawrocki, Gerry Herringer and Bruce Kelzenberg And Bobby Williams arrived at 6:22 pm Absent: Walt Fehst, Marlaine Szurek and Tammera Diehm PLEDGE OF ALLEGIANCE Resolution 2008-08. First Amendment to Contract for Private Redevelopment Scott Clark stated you have a new resolution in front of you in terms of what the title is. The Original document delivered with the packets stated the contract was with New Perspectives Fund LLC and that has been changed it to the Lighthouse Acquisition Group, LLC. Todd Novacyzk is here from New Perspectives to answer any questions you may have. On May 28t/1 the EDA heard a presentation from New Perspectives and their interest in taking over the Comforts of Home Project, which was in the process of going into foreclosure. New Perspectives was seeking assistance in the form of tax abatement. Staff was directed by the board to start negotiations with New Perspectives and Ehlers and Associates to provide you with a business point memorandum that you reviewed on June 16t/1. Essentially, what this abatement does is to provide an insurance ledge if taxes exceed a given indexed amount. If the amount of taxes exceeds a given number starting in the year 2011, which is inflated at 3 percent for five-years through 2015, the City would pay the difference from the target amount of aggregate taxes and whatever the new number is, up to the amount of dollars that the City retains. The reason for the First Amendment is explained under 3. 7 (a) and (b). The aggregate tax index we are looking at is $80,000,2011. When we did the original performa analysis, we were looking at taxes in 2011 in the amount of $65,000 to $75,000. The way the formula works is that the amount of City contribution, in terms of what we would pay above the aggregate taxes, is reduced from the current property base tax. In rough numbers, for the year 2009 the City's base tax is around $10,000. For an example: If aggregate taxes in the first year would go up to $90,000, the abatement for that year would then be the $10,000, ($80,000 minus the $90,000). The City's contribution pool would be $36,000 (approximate amount of City taxes based on $90,000 of taxes) minus our original $10,000. We view it is highly unlikely that we would see the amount go above the $10,000 per year. Over the five-years it is capped out at $150,000, which is spelled out in the City Council resolution. Nawrocki asked if the Lighthouse Acquisition Group, LLC Corporation has been formed. Todd Novaczyk stated it has been. Nawrocki asked what the City has paid out for demolition. Clark stated we paid approximately $126,616. Economic Development Authority Special Meeting Minutes June 16,2008 Page 201'4 Herringer asked if they are purchasing this from Comforts of Home or the bank. Novaczyk stated it was Comforts of Home, which has started the foreclosure process. What they have done is to go to all of the partners that have money invested in this project and reached agreements with them. VSI has indemnified for them that if one of the partners doesn't sign the agreement they would cover those costs. Motion by Kelzenberg, second by Nawrocki, to waive the reading of Resolution 2008- 08, there being an ample amount of copies available to the public. All ayes. Motion Carried. Motion by Kelzenberg, second by Nawrocki, to Adopt Resolution 2008-08, a Resolution Approving a First Amendment to Contract for Private Redevelopment between the Columbia Heights Economic Development Authority, the City of Columbia Heights, Minnesota and Lighthouse Acquisition Group, LLC; and furthermore, to authorize the President and Executive Director to enter into an agreement for the same. All ayes. Motion Carried. Novaczyk stated they are working to get the Development Agreement ready for approval. Clark stated they are looking at providing it at the September meeting. RESOLU71ON NO. 2008-08 RESOLUTION APPROVING A FIRSTAMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN TilE COLUMBIA HE/GilTS ECONOMIC DEVELOPMENT AUTHORITY, TilE CITl' OF COLUMBIA HEIGHTS, MINNESOTA AND NEW PERSPECTIVE FUND III, LI.C BE IT RHSOLVED By the BoardofC011lll1issioners (the "Board") of the Coluf1Ibialleights Ecollomic Development Authori(v(fhe "Authority") as follows: Section I. Recitals. 1.01. The Allthorityand Prall Ordway, LLe dba Pratt On/uny f'roper/ies (the "Original Redewloper") entered into a Con/rac/for ['ril'(l/e Redevelopment da/ed as of November 28, 2006 (the "Original Con/ract") providing for redevelopmen/ of certain property (as defined ill the Original Contract, the "Redevelopment Property") located in the City of Columbia Heights, Minnesuta (tile "Cify"). 1.02. The Origillal Redeveloper assigned all ofifs rights and interests i/1 the Original Con/raet to Colllmbia Heights COH, LLC ("COil") lindeI' an assiglllllen/ and asslllllpfiml agreement, da/ed as of JallllOl)' 26, 2007. 1.03. Lighthollse Acquisition Group, LLC will purchase the Redel'elupmen/ Pruper(p and assign all of its rights and in/erests in the Redevelopment Property and the Original Contract /0 New Perspective Fund 111, LLC (the "Redel'eloper"). 1.04. The Original Redeveloperfailed to complete const/"llc/ion ofa senior ren/al IWI/.~illgfacili(I' (as defined in the Original Contract, the "Minimumlmprovemen/s ") 011 the Redevelopment Property ami the Redeveloper has requested certain assistancefiwlI the City in order to complete such ill/prove/lle/lts. 1.05. The Original Con/mct is being amended (the "First Amendment ") to, among a/her items, inelude the Ci(v as a party to /he Original COlltmct, as well as to providefor a property tax aba/ement to /he Redeveloper. Section 2. Autlwritl' A/mroval' Fur/her Proceedim!s. 2.01. The Fir.~/ Amendment as presented to /he Board is hereby ill all re.VJe(:ts approved, subject to modifications /hat do not aller the sllbstance of/he transaction and thai are approved by the City and /he President and J<.\ecutive Directur of the Authority, provided that execution of the dncumen/s by sitch officials shall be cunelusive evidence of approval. 2.02. 1111! President and the Ewcl/Ove Dirf?c/or are hereby al/thorized to execute on behalf of /he Authorily the f</rst Amendment and (//~l' dOClllllen/s referenced therein, re{Ilfirillg executiun by /he Authority, alld to can)' 011/. 011 hellalf of/he Authority, its obligations thereunder. Approved by the Board ofCom/llissioners of the Columbia Heights Heollomic Development Authority /his 28th day of July, 2008. Economic Development Authority Special Meeting Minutes June 16,2008 Page 3 of4 Resolution 2008-09 and 2008-10, 2009 Budaet and Special Benefit Levy Clark stated each year the EDA has to approve both an EDA Levy and a Special Benefits Levy as part of the over all Community Development Budget. Staff is proposing a budget total of $347,561, which is raised by: 1) an EDA levy of $80,000, which is the same as 2008; and 2) a Special Benefit Levy authorized under the HRA Statutes in the amount of $267,561. The HRA levy is an increase of $71,000 from 2008 and represents an increase in the new levy amount authorized by State Statutes, at 100%. Because of the new rules we are able to levy an additional $267,561 for 2009. The reason this increase is necessary is because the EDA's budgeted revenue is combined with the Community Development Departments' other revenue sources (permits and licensing) to make up the total department budget. The HRA increase is necessary to balance the overall departments' budget due to a projected $60,000 to $70,000 decrease in building permit fees that are projected in 2009. We have three major projects that permits will be coming into the department this fall: 1) the Public Safety building, which we are receiving no permit fees; 2) 4ih & Central-the commercial piece from the Nedegaard project; and 3) the New Perspectives project. Nawrocki stated if we approve this we would be making liars out of the Governor and the Legislature, which pertains to trying to keep property taxes under some kind of control and doing it with the levy limits. This is outside the levy limits, but for the property owner this creates a tax increase. We need to find ways to reduce expenditures, not concentrate on increasing taxes. I could not support the increase in the HRA Levy. We should not pass the budget until we see the entire Citys' budget. Herringer stated he was looking at the income side of it, and asked what is the $30,000 for. Clark stated that is revenue that would come from the RIBS program. We would have an expenditure of $20,000, so we are budgeting $10,000 to run that program. Peterson asked when the next regular meeting would be. Clark stated it would be on August 26, 2008. Peterson asked for a motion to table this item until the August meeting when the rest of the EDA board members would be present. Motion by Williams, second by Herringer, to table this item until the August 26, 2008 regularly scheduled EDA meeting. All ayes. Motion Carried. Verbal Status of 47th & Central Clark stated staff has received a draft of the development agreement as of today. Essentially there is going to be some pretty complicated pieces to this. With the Nedegaard agreement there is a section in that, which states the City will negotiate in good faith for tax increment for the commercial piece. We are hoping to get something to you on August 11th Khoyratty has the actual building plans in for review by the Planning Commission at their meeting next week. The sewer expansion that needs to be built on Central Avenue is out for bids, but hasn't been given to Kevin Hansen yet. We will have to approve the Development Agreement with Khoratty for the commercial piece. But there will also need to be some policy discussions on the housing piece, because on phases two and three there aren't going to be built until after the T1F note is actually over with due to the current market. Economic Development Anthority Special Meeting Minutes June 16,2008 Page 4 of 4 Establishinq Next Meetinq Date of Auaust 11, 2008 Clark stated he would like to request a special EDA meeting on Monday, August 11, 2008, at 6:15 pm, as staff would be ready to bring the development agreement for 4ih & Central to the board. Motion by Herringer, second by Williams, to hold a Special EDA meeting on Monday, August 11, 2008 at 6:15 pm in Conference Room 1 to discuss the 4ih & Central Development Agreement. All ayes. Motion Carried. ADJOURNMENT President, Peterson, adjourned the meeting at 6:58 p.m. Respectfully submitted, Cheryl Bakken Community Development Secretary H :\EDAminutes2008\7 -28-2008 Special ECONOMIC DEVELOPMENT AUTHORITY (EDA) SPECIAL MEETING MINUTES August 11, 2008 CALL TO ORDERIROLL CALL President, Gary L. Peterson called the meeting to order at 6:15 p.m. Present: Gary L. Peterson, Bruce Nawrocki, Tammera Diehm, Marlaine Szurek, Gerry Herringer and Bruce Kelzenberg Bobby Williams arrived at 6:45 pm Staff: Scott Clark, Walter R. Fehst, and Cher Bakken PLEDGE OF ALLEGIANCE BUSINESS ITEMS 47th & Central Redevelopment Agreement for Retail and Office Construction Scott Clark stated he has been working on the Grand Central Commons project for the past six or seven months. This project is 51,000 sq. ft.; half retail and half office. The developer is moving along on the project. It has been approved on the Planning Commission level. The building plans have already been submitted to us. The developer has also done all of the bid work as far as the sanitary sewer work is concerned. The last part of this is to come up with a Development Agreement. It is our understanding that he would like to start construction sometime in September. What is important tonight is to talk about some general policy issues that need to be agreed upon. Clark went over the history of the project. In 2003 the original agreement was in place with Bruce Nedegaard for Grand Central Lofts, which included 218 units of housing to be done in three different phases and a minimum of 10,000 sq. ft of commercial property. Another piece, which is no longer valid, was a first option agreement given to Nedegaard for the commercial piece, essentially for where Buffalo Wild Wings is to the north. Parts of this agreement stated: 1) $700,000 of T1F funding to the developer would not be released until all of the various phases and the commercial piece was completed. The other obligation was a sewer expansion on Central A venue. The agreement said that phase one could happen plus, 10 townhouses, but before phase two, three and the commercial could be built, there was to be sanitary sewer expansion on Central. Between 2003 and today there have been three different amendments. Amendment one and two were regarding roadway easements, which the City had to formally step in and do a condemnation in order to make that happen. The third amendment moved the developer of the commercial property from New Heights LLC to Grand Central Properties. The issue that has come up between the housing and commercial developer was who is going to pay for the sewer expansion. The new agreement in front of the EDA states we allow the housing developer would divide the $700,000 in T1F funding. The T1F note between the two developers would be divided and the commercial developer would be responsible for the sewer expansion. We would also recommend the obligation be removed so that it wouldn't state that Phases Economic Development Authority Special Meeting Minutes August 11, 2008 Page 201'3 /I and 11/ would have to be finished before the TIF funding was released. Therefore, the Fourth Amendment to Contract for Private Redevelopment changes would be: 1) releasing $700,000 T1F for housing development without completing the remaining housing phases; 2) the $700,000 would be divided between the housing and the commercial developer, with the latter using the proceeds to pay for the construction costs for the sewer expansion; 3) modifies the time line for the housing developers; 4) establishes the sanitary sewer obligations to the commercial developer and creating a new letter of credit; and 5) establishes a good faith effort for future housing phases. The Contract for Private Redevelopment between the EDA and Grand Central Commons, LLC has some key provisions. They are: 1) establishing the T1F amount, which is anticipated to be $450,000; 2) establishes a look-back provision; 3) memorializes the Met Council Grant of $974,369 and the process of reimbursement for the ramp expenditures; 4) payment of administrative costs; 5) creates a completion of improvement date of December 31, 2009; and 6) establishes a minimum assessment agreement. Staff did check with Met Council to verify the funding could be used for the ramp, if the ramp would be privately owned. Nawrocki asked how much T1F has been generated from the project up to today. Clark stated at the August 26th meeting we would have the information available to the board. Herringer stated in one of the agreements it said the housing condominiums should be owner occupied. Nawrocki stated when the Industrial Park project started, he brought up the question could we require no rentals. Diehm stated her understanding was that we asked the developer and they voluntarily agreed to put a rental cap on the project. But we had no legal way to force them to keep it. Then they followed a certain procedure and got votes from a number of people, that they were allowed to change that. All the association has to do is change their own rules. Staff is to look into how rentals are being handled on the condominium project. Szurek stated her fear is if they build another residential building, what is there to stop them from becoming rental. Is Met Council planning on using some of the parking for a "Park and Ride"? Clark stated no, when you look at the size of the parking and the size of the buildings, there isn't enough capacity. In the beginning Met Council told staff that the City would have had to be owners of the ramp and what they are saying now is that this could be used privately. Diehm asked what is the time line to obtaining the grant funding and what would happen if they don't finish it in time. Clark stated the deadline is the end of the year and we need to verify with Met Council the need for extensions. Diehm stated she was uncomfortable with the language in the draft agreement where it just says they'll use "best efforts". I would prefer having deadlines. We understand we have to be flexible, that we may have to revisit it with another amendment, but at least we have something to hold onto. We need to say if by May 1,2010, this isn't done, you are going to fall into default under this agreement. Clark asked what would she like the Economic Development Authority Special Meeting Minutes August 11, 2008 Page 3 of3 deadlines to be. Diehm stated we would have to talk to the developer about what is realistic. Diehm asked if the sewer expansion would be done prior to the commercial project. Clark stated we would not release the commercial permit until the contract has been finalized for the sewer expansion. So both the sewer expansion and the commercial piece would be built at the same time. Diehm stated she would like to see that in writing in the contract. Clark stated there is another option, we could give more T1F money to Khoratty to build the sanitary sewer expansion and basically say to Kloeber that we aren't going to release the money until the time that phases two and three are done per the contract. Szurek stated we have no dates, which erases the dates in the original agreement. We should hold Kloeber to the original agreement. We need to put it into writing: 1) that he will complete what he started; or 2) I really can't finish this, but I will finish off the property and make it look nice. Fehst stated we still want him to pay half of the sewer. Diehm asked what the TIF on the housing has to do with the commercial. Clark stated the housing developer is giving half to the commercial developer. Diehm stated the language says we are releasing you from our original agreement and we are giving you the money for the sewer expansion. Clark stated we are trying to figure out how we are going to split the T1F between the housing and commercial developers and we are suggesting creating two notes. Nawrocki asked when would the additional $450,000 come up. Clark stated that would come up as a pay-as-you-go note. Clark stated, just to clarify the EDA boards intent, that they don't want to release the housing obligation, but would consider: 1) Some other dates or form to the obligation; and 2) The need to clear the site. Board members agreed. ADJOURNMENT President, Peterson, adjourned the meeting at 7:09 p.m. Respectfully submitted, Cheryl Bakken Community Development Secretary H:\EDAminutes2008\8-11-2008 Special COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meeting of August 26, 2008 AGENDA SECTION: Consent Agenda ORIGINATING EXECUTIVE NO: 3 DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Financial Report and Payment of Bills BY: Cher Bakken BY: DATE: Auaust 18, 2008 BACKGROUND: The bound Financial Report for the months of May, June and July 2008 draft Resolution 2008-11 is attached for review. The enclosed Financial Report lists the Summary (white), the Check History (Green), the Expenditure Guideline with Detail (blue) and Revenue Guideline with detail (yellow) for each fund. The reports cover the activity in the calendar (fiscal) year from January 1 through July, 2008. RECOMMENDATION: Staff will be available to answer specific questions. If the report is satisfactorily complete, we recommend the Board take affirmative action to receive the Financial Report and approve the payment of bills. RECOMMENDED MOTION: Move to approve Resolution 2008-11, Resolution of the Columbia Heights Economic Development Authority (EDA) approving the Financial Statement and Payment of Bills for the months of May, June and July 2008. EDA ACTION: EDA RESOLUTION 2008-11 RESOLUTION OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) APPROVING THE FINANCIAL STATEMENT FOR MAY, JUNE, AND JULY 2008 AND PAYMENT OF BILLS FOR THE MONTHS OF MAY, JUNE AND JULY 2008. WHEREAS, the Columbia Heights Economic Development Authority (EDA) is required by Minnesota Statutes Section 469.096, Subd. 9, to prepare a detailed financial statement which shows all receipts and disbursements, their nature, the money on hand, the purposes to which the money on hand is to be applied, the EDA's credits and assets and its outstanding liabilities; and WHEREAS, said Statute also requires the EDA to examine the statement and treasurer's vouchers or bills and if correct, to approve them by resolution and enter the resolution in its records; and WHEREAS, the financial statement for the months of May, June and July 2008 and the list of bills for the months of May, June and July of 2008 are attached hereto and made a part of this resolution; and WHEREAS, the EDA has examined the financial statement and the list of bills and finds them to be acceptable as to both form and accuracy. NOW, THEREFORE BE IT RESOLVED by the Board of Commissioners of the Columbia Heights Economic Development Authority that it has examined the attached financial statements and list of bills, which are attached hereto and made a part hereof, and they are found to be correct, as to form and content; and BE IT FURTHER RESOLVED the financial statements are acknowledged and received and the list of bills as presented in writing are approved for payment out of proper funds; and BE IT FURTHER RESOLVED this resolution and attachments are to be made a part of the permanent records of the Columbia Heights Economic Development Authority. Passed this _ day of ,2008. MOTION BY: SECONDED BY: AYES: NAYS: President- Gary L. Peterson Attest by: Cheryl Bakken, Assistant Secretary COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Meetinq of: Auqust 26, 2008 AGENDA SECTION: Business Items ORIGINATING EXECUTIVE NO: 4 DEPARTMENT: DIRECTOR EDA APPROVAL ITEM: General Discussion on 4th Amendment BY: Scott Clark BY: to Contract for Private Redevelopment and DATE: August 21, 2008 Contract for Private Redevelopment, 4707 Central Avenue BACKGROUND: On August 4, 2008 the Economic Development Authority (EDA) reviewed a draft proposal of two agreements (attached) that would provide assistance to the 4ih and Central redevelopment project. At the EDA meeting staff walked through the agreements and the EDA had two primary concerns: 1) Relinquishing the housing developer from having to complete Phases II and III in order for the tax increment note to be issued (this note would be divided by formula between the Housing and the Commercial Developer with the latter using the funds for the Central Ave. sewer expansion); and 2) Need to establish a "site clean-up" plan for the vacant areas of the housing development. Staff's opinion to the EDA is that holding the tax increment note until all phases are complete may not be realistic in this market. Staff recommends the following compromise, which includes the site clean up actions: 1. Redeveloper will be required to undertake the site/landscaping improvements described below. That work would need to be completed by some time in the fall of 2009/2010 (date to be negotiated). Failure to complete that work would be an event of default (allowing withholding of tax increment payments under the TIF Note). a. Re-establish Ground Cover . Remove all bituminous coverage from phases II and III . Remove all gravel areas . Replace bituminous and gravel areas with seeded landscaping . Complete original grading plan b. Fill in existing excavation pit c. Establish permanent catch basin lids d. Complete service drive around perimeter of the site (south and east end of property) e. Remove existing sign frame adjacent to Grand Avenue f. Establish sod turf on all City right-of-way areas 2. Regarding the Building Phase Out: a. The EDA will withhold 20% of the Available Tax Increment (i.e., 30% of the total Tax Increment) on each payment under the Note given to Grand Central Properties, and keep those funds in an escrow b. If Redeveloper builds at least 70 additional units by the last payment date on the TIF Note (Feb. 1, 2014), the EDA will pay the entire amount accumulated in the escrow (the aggregate of 20% withheld), including interest earnings c. If Redeveloper fails to build the required 70 units by Feb. 1, 2014, the EDA retains all withheld amounts and the Note is deemed paid Representatives from both the Housing and the Commercial Developer firms, and the EDA Attorney, will be in attendance at this meeting to answer questions regarding the agreements. Staff would like to note that the Commercial Developer desires to start construction as soon as possible so a request for another special EDA meeting, once a final agreement can be drafted, may be requested. Attachments: August 11, 2008 Consent Letter, 4th Amendment to Contract for Private Redevelopment, and Contract for Private Redevelopment EDA ACTION: H.\Commumty DevelopmentlEDAl2008\Dlscusslon 47'" and Central Development Agreement 8-26-2008 h .. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA} Special Meetinq of: Auaust 11, 2008 AGENDA SECTION: Business Item ORIGINATING EXECUTIVE NO: 3 DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Discussion-4ih & Central BY: Scott Clark BY: Redevelopment Agreements for DATE: August 5,2008 Retail and Office Construction BACKGROUND: In order to move the review process along, staff is sending the subject "Fourth Amendment to Contract for Private Redevelapment" and the "Contract of Private Redevelopment between the EDA and Grand Central Commons, LLC" to the EDA in two phases. On August 11, 2008 the intent will be to: 1) Discuss the two agreements in regards to recommended policy changes made from the original agreement approved on September 22, 2003 between the EDA and New Heights Development, LLC, commonly referred to as the "Nedegaard Agreement"; and 2) Establish a general consensus on the two agreements so the EDA can receive final documents on August 26, 2008 for review and final action. Approval of some form of development agreement, coupled with the on-going work of building permit review for the 51,000 sq. ft office and retail facility, and the private contract issuance for the sanitary sewer expansion are the three components that must be finalized prior to a construction start. Historv: On September 22, 2003 the City's EDA approved a Contract for Private Redevelopment Agreement (between the party stated in the introduction). which called for $700,000 in tax increment assistance based on the completion of the housing condo project (218 units) and a minimum 10,000 sq. ft. of commercial space. Since that time the original developer has sold the project (new contract holder is Grand Central Properties, LLC), and in turn, the new owner has bifurcated the project by selling the contractually defined commercial piece to another entity (Grand Central Commons, LLC). The original agreement has two sections which drives the current discussion: 1) The original agreement identified that the developer of the commercial project would be entitled to negotiate for tax increment assistance. Section 3.5 (attached) states that the EDA "will negotiate in good faith regarding the amount... .". The rest of the section does stipulate that the assistance request must go through the usual "but for" analysis to determine an appropriate level of assistance; and 2) The other key issue in the original agreement is that the $700,000 is not issued until all of the "Minimum Improvements" are completed, which includes 218 units of housing and 10,000 sq. ft. of commercial. The agreements as presented, remove this requirement in order for the tax increment to be immediately issued, and divides, by formula, between the new housing owner and the commercial owner. The commercial owner will be using their portion of the tax increment note as a source of funding for the sewer expansion work. Fourth Amendment to Contract for Private Redevelopment This amendment alters portions of the original September 22, 2003 agreement and as such, affects both the "housing developer" and the "commercial developer." The amendments contain the following key provisions: 1) Releases the $700,000 of tax increment financing for the housing development (through a pay-as-you-go note) without the need to complete the remaining housing phases, except as contractually stated, as a good faith effort. 2) The released $700,000 will be divided between the housing and the commercial developer, with the latter using the proceeds to pay for the construction costs of the sewer expansion. 3) Modifies the time line for the housing developers look back period. 4) Establishes the sanitary sewer obligations of the commercial developer to create a new letter of credit that is currently being held by the housing developer. 5) Establishes a good faith effort for future housing phases. It is realistic to project that the $700,000 note will be substantially paid off before the housing market is ready to accept additional condominiums. Contract for Private Redevelopment between the EDA & Grand Central Commons. LLC This agreement is between the commercial developer and the EDA and establishes the conditions of granting financial assistance. The key provisions are: 1) Establishes the tax increment assistance amount. Staff is still finalizing the "but for" analysis but the anticipated amount is $450,000. 2) Establishes a look-back provision 3) Memorializes the Met Council Grant in the amount of $974,369 and the process of reimbursement for the ramp expenditures 4) Payment of Administrative Costs 5) Creates a completion of improvement date of December 31, 2009 6) Establishes a minimum assessment agreement As stated in the beginning of the memorandum, the purpose of the August 11, 2008 special meeting will be to discuss the policy and overall parameters of these agreements. If the EDA Commissioners have any questions prior to the meeting please contact staff. RECOMMENDATION: None RECOMMENDED MOTION: None Attachments: Section 3.5 of the original Contract for Private Redevelopment, Fourth Amendment to Contract for Private Redevelopment, Contract for Private Redevelopment with Grand Central Commons, LLC. EDA ACTION: FOURTH AMENDMENT TO CONTRACT FOR l'RlV A TE 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 Mumesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act"), and GRAND CENTRAL PROPERTIES, LLC, a Minnesota limited liability company (the "Redeveloper"). WHEREAS, tlle AUtll0rity and New Heights Development, LLC entered into that celiain Contract for Private Redevelopment dated as of September 22, 2003, as amended by a First Amendment tllereto dated April 26, 2005 and by a Second Amendment thereto dated November 22, 2005 and a Thll'd Amendment thereto dated August 28, 2007 (the "Contract") providhlg for the redevelopment of certalll properly described as tlle Redevelopment Propeliy in tlle Contract and described Ul Schedule A attached hereto; and WI-IEREAS, New Heights Development, LLC has changed its legal name to Grand Central Properties, LLC but ill all respects remains the Redeveloper under the Contract; and WHEREAS, Redeveloper sold a portion of the Redevelopment Property defined as Outlot C and Outlot D, Grant Central Lofts, Anoka County, Miunesota (which properly constitutes the Commercial Propeliy as origillally defmed in the Contract); and WHEREAS, Redeveloper also assigned to Grand Central COll11l10nS, LLC (the "Commercial Redeveloper") celiain obligations under the origillal Contract relating to construction of the COll11l1ercial Improvements as defmed thereul, pursuant to an Assigtm1ent and Assumption Agt'eement between Redeveloper and COlmnercial Redeveloper dated as of , 2007 (tlle "Assigtunent"); and WHEREAS, the Authority has determmed to enter into a separate Contract for Private Redevelopment with the Commercial Redeveloper (the "Conunercial Contract") regardulg the Conunercial hnprovements, and has finiher determined to modify the obligations of Redeveloper regarding the Housing Improvements under the Contmct. 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: I. Sectionl.l of the Contract is amended to revise celiain definitions as follows: "Available Tax Increment" means 90 percent of the Tax Increment attributable to the Housillg Propeliy received by the Authority in the six-month period before any schedule payment date on the Housing Notes, or received prior to the first payment date on the Housing Notes to the extent so provided in the resolution approving the HOUSUlg Notes. "Commercial hnprovements" has the meanillg provided ill the Commercial Contract 1 "Conullercial Note" has the meaning provided in the Commcrcial Contract. "Connllercial Property" means as Outlot C and Outlot D, Grant Central Lofts, Anoka County, Minnesota. "Contract" means tlle Contract for Private Redevelopment between the Autllority and Redeveloper dated as of September 22, 2003, as amended by a First Amendment tllereto dated April 26, 2005 and by a Second Amendment thereto dated November 22, 2005 and by a Third Amendment thereto dated August 28, 2007, and by this Fourth Amendment. "Fourth Amendment" means tllis Fourtll Amendment to the Contract. "Housing Improvements" means the construction by the Redeveloper on tlle Housing Property of the following owner-occupied housing mnts: at least 67 condomini1l111muts and 10 town homes ("Phase I"), at least 70 additional condonunimll units ("Phase II"); and at least 70 additional condominimll units and at least 11 additional town homes ("Phase III"). "Housing Property" means "Munmmll Improvements" means tlle I-lousing Improvements. "Sewcr Improvements" means the portion of the Public Improvements described in Section 5 oftlus Fomth Amendment. 2. Section 3.4 is modified to read as follows: Section 3.4. Issuance of HOUSUlg Notes. (a) Terms. In order to reimbmse tlle Redeveloper for a portion of the Public Redevelopment Costs incurred by Redeveloper in connection with the HouSUlg Improvements, the Auiliority shall issue the I-IouSUlg Notes Ul ilie prulcipal 81110mlt of $700,000. The Housing Notes will be payable solely f1:om the Available Housing Tax Increment attributable to the Housing Improvements 81ld the Housing Property. The terms of the Housing Notes, ulcludulg maturity, payment dates and interest rate, will be substantially those set forth in the form of the HOUSUlg Note shown Ul Schedule B hereto (which supersedes Schedule B to tlle Third Amendment to the Contract). The Housing Notes will be dated as of August 1, 2008, 81ld interest will accrue fl'0ll1 such date. (b) Issuance. The parties aclmowledge iliat Redeveloper has submitted and Autllority has approved Redeveloper's Public Redevelopment Costs in tlle 81nount of at least $700,000 Ul accordance with Section 3.4(b)oftlle origulal Contract, but that the HOUSUlg Notes have not been issued and delivered. The p81.ties further agree that, in consideration of assmllption by Conullercial Redeveloper of tlle obligation to constlUct the Sewer Improvements described Ul Section 5 of tlus Fomih Amendment, Redeveloper hereby assigns it right, title 81ld interests in a portion of the prulciple am01l11t of the HOUSUlg Notes to Conunercial Redeveloper. The pOliion assigned to Commercial Redeveloper (referred to as the "Commercial Redeveloper Portion) equals the lesser of (1) 50% of the total cost of the Sewer Improvements (includulg design, engineering, construction 2 costs and tlle cost of all bonds and security required by the City), and (2) $350,000. The portion retained by the Redeveloper (referred to as the I-lousing Redeveloper Portion) is $700,000 less tlle Connuercial Redeveloper Portion. Accordingly, the Housing Notes shall be issued as two notes, one issued to tlle Redeveloper in tlle principal amount of the Housing Redeveloper Portion, and one issued to tlle Commercial Redeveloper in the principal anloUllt of the Conunercial Redeveloper Portion. The Housing Notes shall be issued as soon as reasonably practicable after approval oftlle autllorizing resolution set forth in Schedule B, and upon Redeveloper and Commercial Redeveloper having delivered to the Authority an investment letter in substantially tlle form attached as Schedule C hereto. (c) Prepayment ii'om Gross Profit. Within 60 days after closing on Redeveloper's sale to third patties oftlle final nnit of completed Phase I ofthe Housing Improvements (the "Final Closing Date"), the Redeveloper must deliver to the AutllOrity evidence of its Gross Profit on construction and sale of Phase I under tllis Agreement. For the purposes of this Agreement, tlle telm "Gross Profit" is a percentage calculated as tlle aggregate proceeds from sales of each unit sold to tllird patties ("Sale Proceeds"), less the total Development Cost, divided by total Sale Proceeds. The teml Development Cost meatlS the sum of the following costs incurred by the Redeveloper in coimection with tlle M:lllimUlu Improvements: (1) the total purchase price paid or payable by tlle Redeveloper for acquisition of tlle Redevelopment Property (Witllout regard to reimbUl'sement thereof Ullder the Note), including closing costs paid by the Redeveloper; (2) tlle cost of consuucting Phase I, including WitllOUt limitation engineering, arcllitect fees, sUl'veying, legal and sUllilar soft costs; (3) costs of construction financing for Phase I, including loatl fees, interest paid during consuuction, attorney fees, and any costs paid by Redeveloper under Section 3.9 of this Agreement; and (4) closing costs on sale of lots to tllli'd patties, including broker fees and commissions paid to thu'd patties or to Redeveloper's sales associates, all to the extent paid by the Redeveloper. The Authority or its agents shall be entitled to review atld audit tlle calculation of Gross Profit. The at110unt by wllich Gross Profit exceeds fifteen percent is a percentage referred as "Excess Profit." The Excess Profit, multiplied by tlle total Sale Proceeds, is the Excess AmoUllt. One half of the Excess Amount will be applied as prepayment of the outstatlding principal at110Ullt of the HOUSUlg Notes m accordatlCe with the telms of Section 5(b) of the each Housmg Note. Such event must be evidenced by delivery by the Authority to the Redeveloper of a written notice statulg tlle Excess Amount. TIle one-half share of Excess AmOUllt will be deemed prepaid as of tlle Final Closing Date. 3. Sections 3.5, 3.6 and 3.7 oftlle Conu'act are deleted. 4. In accordance with Section 3.9 of tlle Contract, Redcveloper acknowledges its continued responsibility to pay Admulistrative Costs reasonably allocated to the Housmg Property and the Housmg Improvements, includulg without IUllitation all Administrative Costs related to tllis FOUlth Amendment and to issuance of bOtll Housmg Notes. The Authority acknowledges that Redeveloper has no liability for Admillistrative Costs reasonably allocated to the COlmnercial Propelty and the Commercial Improvements, mcludulg without linlitation costs related to tlle Commercial Conu'act and iSSUatlCe of the Commercial Note. 3 5. The Authority aclmowledges that Commercial Redeveloper will assume the obligation to construct, at its cost, the oversized sanitaty sewer mains necessaty to provide adequate capacity for the all the developer described in the original Contract (such work being referred to as the "Sewer Improvements," atld also representing a portion of the Public Improvements as defined in Section 4.1 of the original Contract atld in the Platming Contract). The Redeveloper will be released fi'om all fiuther obligations regarding the Sewer Improvements under this Agreement upon (a) execution in full of the Commercial Contract, and (b) receipt by the City from the Commercial Redeveloper of a letter of credit, in a form reasonably satisfactOlY to the City, in the amount required by the City to secme construction of the Sewer Improvements and any other public improvements described in the Commercial Contract, atld ( c) Conunercial Redeveloper having entered into a new planning contract with the City regmding conshuction of the Sewer Improvement atld atlY other pnblic improvements required in cOlmection wi1h the Conunercial Improvements. Upon satisfaction of these condition for release, the Authority will cause the City to release the outstanding letter of credit held by the City to secme Redeveloper's obligations under the original Platming Contract, except that the City will be entitled to retain any pOltions of the letter of credit needed to secme Public Improvements other than the Sewer Improvements that me not completed as of the date of this Agreement. 6, The [n'st pmagraph of Section 4.3 of the Contract is revised to read as follows: As of the date of tltis Fomth Amendment, the parties agree atld understand that Phase I of the Housing Improvements has been substatltially completed, The Redeveloper must use its best efforts to commence atld substantially complete construction of the Phase II Housing Improvements and Phase III Housing Improvements in accordance with Article IV hereof, provided that failme to conunence or complete those improvements is not an Event of Default hereunder so long as Redeveloper demonsh'ates good faith effOlts to accomplish that goal. All work with respect to the Housing Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in substat1tial conforntity with the Construction Plans as submitted by the Redeveloper atld approved by the Authority, and with he Plat111ing Conh'act. 7. Any modification ofthe Contract that materially affects the amount or tinting of Available Tax Increment pledged to the Housing Notes requires written consent of the C01ll111ercial Redeveloper. 4 IN WffNESS WHEREOF, the Authority has caused tIlis Amendment to be duly executed in its name and behalf and its seal to be hereunto duly affixed and tile Redeveloper has caused tllis 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 By Its Executive Director STATE OF MINNESOTA ) ) SS. COUNTY OF ANOKA ) The foregoing instrmnent was acknowledged before me this _ day of , 2008, by Gary Peterson and Walter Fehst, the President and Executive Director of the Columbia Heights Economic Development Authority, a public body politic and corporate, on behalf of the Authority. Notary Public 5 GRAND CENTRAL PROPERTIES, LLC By Its STATE OF MINNESOTA ) ) SS. COUNTY OF ) The foregoing instrument was acknowledged before me tlns ~ day of , 2008 by , the of Grand Central Properties, LLC, a Minnesota limited liability company, on behalf ofthe company. N otal"Y Public 6 CONSENT OF COMMERCIAL REDEVELOl>ER The undersigned consents to the foregoing Fourth Amendment to Contract for Private Redevelopment between the Columbia Heights Economic Development Authority and Grand Central Properties, LLC. GRAND CENTRAL COMMONS LLC By Its STATEOFMlNNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2008 by , the of Grand Central Commons LLC, a Mimlesota lil1uted liability company, on behalf of the company. Notmy Public 7 SCHEDULE B TO FOURTH AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING FOURTH AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTES, SERIES 2008A BE IT RESOLVED BY the Board of Commissioners ("Board") of the COlmllbia Heights Economic Development Authority, Colmnbia Heights, Mhmesota (thc "Authority") as follows: Section 1. Authorization: Award of Sale. 1.01. Authorization. The Authority and the City of Columbia Heights have heretofore approved the establishment of the Kmart/Central Avenue Tax Increment Financing District (the "TIF District") the Downtown CBD Redevelopment Project (the "Project"), alld have adopted a tax increment financing plall for the pm-pose of fmallCing celtain improvements within the Project. In cOllilection with the TIF District, the Authority entered into a Contract for Private Redevelopment between the Authority alld New Heights Development, LLC (now known as Grand Central Properties, LLC) dated as of September 22, 2004, as amended by a First Amendment thereto dated as of April 26, 2005, a second amendment thereto dated as of November 22, 2005, a Thh'd Amendment thereto dated as of August 28, 2007 alld intends to enter into a Fourth Amendment thereto referenced below (collectively, the "Agreement"). PUrSUallt to Mitmesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the pm-pose of financing a pOltion of the public development costs of the Project. Such bonds al'e payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue alld sell its Taxable Tax Increment Revenue Notes itl the principal amount of $700,000 (the "Notes") for the purpose of fmancing certain public redevelopment costs of the Project. 1.02. Approval of Contract Amendment. The FOUlth Amendment to Contract for Private Redevelopment between the Authority Gralld Central Propeliies, LLC ("Grand Central Properties") is approved in substantially the form on file hl City Hall, subject to modifications that do not alter the substance of the trallsaction that me approved by the President and Executive Dh'ector, provided that execution of the amendment by such officials is conclusive evidence of and their approval. A-I 1.03. Issuance, Sale, and TemlS of the Notes. The Authority hereby delegates to the Executive Director the determination of the date on which the Notes are to be delivered, in accordance with the Agreement. The Notes shall be issued as follows: one Note in the original principal amount of the Housing Redeveloper Portion issued to Grand Central Propeliies; and one Note in the original principal amount of the Connnercial Redeveloper Portion issued to Grand CentTaI Connnons, LLC ("Grand Central COlmnons"), as such terms are defined in, and all in accordance with, the Agreement (Grand Central Propeliies and Grand Central Commons being referred to as the "Owner" or "Owners"). The Notes shall be dated August I, 2008, shall mature no later than February I, 2014, and shall bear interest at the rate of 6.0 % per am1l1m from the date of original issue of the Note. The Notes are issued in consideration of payment by Grand CentTaI Propeliies of the Public Redevelopment Costs in at least the principal amount of the Notes, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the following form, munbered R-I and R-2, with the blanks to be properly filled in as of the date of issue: UNITED STATE OF AMERiCA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORiTY No.R- $ T AXABLE TAX INCREMENT REVENUE NOTE SERIES 2007 Rate Date of Original Issue 6.0% August I, 2008 The Columbia Heights Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to or registered assigns (the "Owner"), the principal sum of $ (the "Principal Amount"), as provided in the Agreement defmed hereafter, together with interest on the unpaid balance thereof accrued from the date of original issue hereof at the rate of 6.0 percent per annum (the "Stated Rate"). This Note is given in accordance with that celiain Contract for Private Redevelopment between the Issuer and New Heights Development, LLC dated as of September 22, 2004, as amended by a First Amendment thereto dated as of April 26, 2005, a Second Amendment thereto dated as of November 22, 2005, a Third Amendment thereto dated as of August 28, 2007 and a Fomih Amendment thereto dated as of , 2008 (the "Agreement") and the authorizing resolution (the "Resolution") duly adopted by the Authority on August , 2008. Capitalized temlS used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless tile context clearly requires otherwise. A-2 1. Pavments. Principal and interest ("Payments") shall be paid in installments c0111111encing FeblUary 1, 2010 and continuing on each FeblUary 1 and August 1 thereafter to and including February 1, 2014 ("Payment Dates"), in the illll0UlltS and fi'om the SOUl'ces set f01th in Section 3 herein. Payments shall be applied fIrst to accrued interest, and then to Ullpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Simple interest shall acclUC from the date of original issue of this Note and shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 3. Available Tax Increment. All payments on this Note are payable on each Payment Date solely fi'Oll1 and in the a1UOUllt of the "Available Tax Increment," which meilllS (a) on the first Payment Date, 90 percent of the Tax Increment attribntable to the Honsing Propelty as defIned in the Agreement that has been paid to the Authority by Anolca County prior to that Payment Date, and (b) on each Payment Date after the fIrst Payment Date, 90 percent of the Tax Increment attributable to the I-lousing Propelty as defIned in the Agreement that has been paid to the Authority by Anolca COUllty in the six months preceding the Payment Date. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date fi'om illlY source other thilll Available Tax Increment and the failure of the Authority to pay the entire amoUllt of principal or interest on this Note on illlY Payment Date shall not constitute a default hereUllder as long as the Authority pays principal illld interest hereon to the extent of such pledged revenues. The Authority shall have no obligation to pay unpaid balilllce of principal or accrued interest that may remain after the fInal Payment on FeblUary 1,2014. 4. Default. Upon illl Event of Default by the Redeveloper under the Agreement, the Authority may exercise the remedies with respect to tIns Note described in Section 9.2 of the Agreement, the terms of which are incorporated herein by reference. 5. Optional Prepavment. (a) The principal SU111 and all accrued interest payable under tIns Note is prepayable in whole or in pillt at any time by the Authority without premiUlll or penalty. No partial prepayment shall affect the illllount or timing of any other regular payment otherwise required to be made under tlus Note. (b) Upon receipt by Redeveloper of the Authority's written statement of the Excess AmoUllt as defmed in Section 3.4(c) of the Agreement, one-half of such Excess Amount will be deemed to constitute, and will be applied to, prepayment of the principal illll0unt oftlns Note. Such deemed prepayment is effective as of the Final Closing Date as defmed in Section 3.4(c) of the Agreement, illld will be recorded by the Registrm in its records for the Note. Upon request of the A-3 Owner, the Authority will deliver to the Owner a statement of the outstanding principal balance of the Note after application of the deemed prepayment under this paragraph. 6. Nature of Obligation. This Note is one of an issue in tile total principal amount of $700,000 issued to aid in finmlcing celiain public redevelopment costs and administrative costs of a Project undertaken by the Autilority pursumlt to Mimlesota Statutes, Sections 469.001 through 469.047, and is issued pursumlt to the Resolution, mld pursuant to mld in full conformity with the Constitution mld laws of the State of Milmesota, including Milmesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from the revenues pledged to the payment hereof under the Resolution, each Note issued under the Resolution being on parity witil the otile1'. Tins Note mld the interest hereon shall not be deemed to constitute a general obligation of the State of Mimlesota or any political subdivision thereof, illcluding, Witilout limitation, the Autilority. Neitiler the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on tins Note or otiler costs incident hereto except from and to the extent of the revenues pledged hereto, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on tins Note or otller costs incident hereto. 7. Registration mld Trmlsfe1'. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain linlitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Finmlce Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together Witil a written instlUment of transfer satisfactory to tile Authority, duly executed by the Owner. Upon such trmlsfer or exchange mld the payment by the Owner of mlY tax, fee, or governmental chm'ge required to be paid by the Authority with respect to such trmlsfer or exchmlge, there will be issued in the name of the trmlsferee a new Note of the smue aggregate principal mllount, bearing interest at the smue rate mld maturing on the smue dates. Tins Note shall not be transferred to any person unless the Authority has been provided with ml opillion of counselor a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and tlnngs required by the Constitution and laws of the State of Milmesota to be done, to exist, to happen, and to be performed in order to maim tins Note a valid and binding lilllited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and mmmer as so required. IN WITNESS WHEREOF, the Board of C01:mnissioners of the Columbia Heights Economic Development Authority have caused tins Note to be executed with the manual signatures of its President mld Executive Director, all as of the Date of Original Issue specified above. A-4 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHOIUTY Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of of Registration Signature Registered Owner _ City Finance Director Federal Tax LD. No. Section 3. Tenns. Execution and Deliverv. 3.01. Denomination. Payment. TIle Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates: Interest Payment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the "Regish'ar"). The effect of regish'ation and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably A-5 satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated trmlsferee or transferees, a new Note of a like aggregate principal amount mld maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be trmlsferred to ffilY person unless the Authority has been provided with an opinion of counsel or a certificate of the tTffilsferor, in a form satisfactory to the Authority, that such transfer is exempt from registration ffild prospectus delivery requirements of federal mld applicable state securitics laws. The Regisu'm' may close the books for registration of ffilY trffilsfer after the fifteenth day of the month preceding each Payment Date mld until such Payment Date. (c) Cancellation. The Note sunendered upon any trffilsfer shall be promptly cancelled by the Registrar mld thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the Note is presented to the Registrar for trffilsfer, the Registrm' may refuse to transfer the smne until it is satisfied that the endorsement on snch Note or separate instrument of transfer is legally authorized. The Registrm' shall incur no liability for its refusal, in good faith, to malce trmlsfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority ffild the Registrar may treat the person in whose nmne the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of ffild interest on such Note and for all other purposes, ffild all such payments so made to ffilY such registered owner or upon the owner's order shall be valid ffild effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrm' for any tax, fee, or other govermnental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost. Stolen or Destroved Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrm' shall deliver a new Note of like mnount, maturity dates ffild tenor in exchange and substitution for mld upon cmlcellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in cOlmection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrm' of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Regisu'ar of illl appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be nmned as obligees. The Note so sunendered to the Registrffi' shall be cffilcelled by it mld evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordmlce with its terms, it shall not be necessffi'Y to issue a new Note prior to payment. A-6 3.04. Prenal'ation and Deliverv. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appeal' on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Securitv Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Notese all Available Tax Increment under the terms and as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Notes, each Note being on pal'ity with the other, in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent reqnired to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a sepal'ate alld special "Bond Fund" to be used for no purpose other thall the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each yeal' all Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be trallsferred to the Authority's account for the TIP District upon termination of the Note in accordance with its terms. 4.03. Additional Bonds. If the Authority issues allY bonds or notes secured by Available Tax Increment, such additional bonds or notes are subordinate to the Notes in all respects. Section 5. Certification ofPl'Oceedings. 5.01. Celiification of Proceedings. The officers of the Authority al'e hereby authorized and directed to prepare and ful'nish to the Owner of the Note celiified copies of all proceedings and records of the Authority, and such other affidavits, certificates, alld information as may be required to show the facts relating to the legality and mal'ketability of the Note as the SallIe appear from the books alld records under their custody and control or as otherwise known to them, alld all such celiified copies, celiificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Effective Date. This resolution shall be effective upon execution of the F omih Anlendment to the Agreement. Adopted this _ day of August, 2008. President A-7 Executive Director A-8 SCHEDULE C INVESTMENT LETTER To the Colwnbia Heights Economic Development Authority (Authority) Attention: Executive Director Re: $ Tax Increment Revenue Note, Series 2008 The undersigned, as Pmchaser of the above captioned Note (Note) pmsuant to a resolution of the Authority adopted on , 2008 (Resolution), hereby represents to you and to Kelmedy & Graven, Chmtered, Minneapolis, Mllmesota, Bond COWlSel, as follows: 1. We understaIld aIld acknowledge that the Note is delivered to the Pmchaser as of this date pmsuant to the Resolution and the Contract for Private Redevelopment between the Authority and New Heights Development, LLC dated as of September 22, 2004, as amended by a First Amendment tilereto dated as of April 26, 2005, a Second Amendment thereto dated as of November 22, 2005, a Third Amendment thereto dated as of August 28, 2007 and a Fowth Amendment thereto dated as of ,2008 (Contract). 2. 'The Note is payable as to principal and interest solely fi'om Available Tax Increment as defmed in tile Note. The Pmchaser understaIlds aIld acknowledges that the Autllority malces no representations or warranties regaTding the aIllOunt of Available Tax Increment, or that revenues pledged to the Note will be sufficient to pay the principal aIld interest on the Note. Any estinlates of Tax Increment prepared by the Authority or its financial advisors in connection witil tile TIP District, the Note or tlle Contract are for the benefit of tile Authority, and aTe not intended as representations on which the Pmchaser may rely. 3 . We have sufficient knowledge and experience in financial and business matters, including pmchase aIld ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the pmchase of the above stated principal amowlt of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or othcr comprehensive offering statement containing material information with respect to tlle Authority and the Note has been issued or prepaTed by the Authority, aIld that, in due diligence, we have made our own inquiry and analysis with respect to the Authority, tile Note and tlle secmity therefor, and other material factors affecting tlle secmity aIld payment of tlle Note. 5 . We aclmowledge tilat we have eitller been supplied witll or have access to infonnation, including flllaIlcial statements and other financial information, to which a reasonable investor would attach significance in malcing investment decisions, and we have had tile oppOltwlity to ask questions and receive answers from knowledgeable individuals concerning the Authority, the Note and the security therefor, and that as a reasonable investor we have been able to malce our decision to purchase the above stated principal aIll0unt of the Note. A-9 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will callY no rating from any rating service. 7. We aclmowledge that neither the Authority nor Kemledy & Graven, Charted has made any representations as to the statns of interest on the Note for state or federal income tax purposes. 8. We represent to you that we are purchasing the Note for onr own accounts and not for resale or other distribution thereof, except to the extent otilelwise provided in the Note or tile Resolution. 9. All capitalized terms nsed herein have tile meaning provided in tile Contract unless tile context clearly requires othelwise. 10. The Purchaser's federal tax identification nwnber is 11. We acknowledge receipt of the Note on the date hereof. [NAME OF PURCHASER] By Its Dated: ,2008. A-I0 Second Draft July 31, 2008 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY COLUMBIA HEIGHTS, MINNESOTA and GRAND CENTRAL COMMONS LLC Dated as of: ,2008 This document was drafted by: KENNEDY & GRAVEN, ChaTtered 470 US Bank Plaza Milmeapolis, Minnesota 55402 Telephone: (612) 337-9300 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 4.1. Section 4.2. Section 4.3. Section 4.4. Section 5.1. Section 5.2. Section 6.1. Section 6.2. TABLE OF CONTENTS .........................................................................................................................1 ARTICLE I Definitions Definiti ons.......................................................................................................3 ARTICLE II Representations and Warranties Representations by the Authority.................................................................... 7 Representations and Warranties by the Redeveloper......................................7 ARTICLE III Propeliy Acquisition, Conveyance and Financing Status of the Property................................................................................... ...9 Enviromnental Conditions..............................................................................9 Public Redevelopment Costs.......................................................................... 9 Issuance of Commercial Note.........................................................................9 Met Council Grant ........................................................................................11 Payment of Administrative Costs .................................................................11 Records........................................................................................................ .12 No Business Subsidy.......... ...................................... .....................................12 ARTICLE IV Construction of Minimum Improvements and Public Improvements Construction of Minimum Improvements and Public Improvements ..........13 Construction Plans....................................................................................... .13 Completion of Construction........................................................................ ..14 Certificate of Completion ................................... ..........................................15 ARTICLE V Insurance Insurance...................................................................................................... .16 Subordination............................................................................................... .17 ARTICLE VI Tax Increment; Taxes Right to Collect Delinquent Taxes................................................................ 18 Review of Taxes........................................................................................ ...18 Section 6.3. 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 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. Section 10.1 O. Section 10.11. SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E SCHEDULE F Assessment Agreement................................................................................ .18 ARTICLE VII Financing Mortgage Financing..................................................................................... .19 ARTICLE VIIl Prohibitions Against AssiglID1ent and Transfer; Indemnification Representation as to Redevelopment............................................................20 Prohibition Against Redeveloper's Transfer of Property and Assigmnent of Agreement............................................................................20 Release and Indemnification Covenants...................................................... .22 ARTICLE IX Events of Default Events of Default Defined........................................................................... .23 Remedies on Default.................................................................................... .23 No Remedy Exclusive.................................................................................. .24 No Additional Waiver Implied by One Waiver ............................................24 Attorney Fees............................................................................................... .24 ARTICLE X Additional Provisions Conflict ofInterests; Authority Representatives Not Individually Liable....25 Equal Employment Opportunity.................................................................. .25 Restrictions on Use...................................................................................... .25 Provisions Not Merged With Deed...............................................................25 Titles of A.1iicles m1d Sections ......................................................................25 Notices and Demands.................................................................................. .25 Counterpm'ls............. ...................................................... .............................. .26 Recording..................................................................................................... .26 A.1nendment.......................... ..................... ............. ........ .............................. .26 Authority or City Approvals .........................................................................26 Tennination........................................ ... ....................................................... .26 Description of Commercial Property Authorizing Resolution Certification of Completion Investment Letter Assessment Agreement Pro Forma 11 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 pm-suant to MimIesota Statutes, Sections 469.090 to 469.1081 (hereinafter referred to as the "Act"), and GRAND CENTRAL COMMONS LLC, a Miilllesota 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 AutlIority in and for the City of Columbia Heights) have undertaken a program to promote redevelopment ofland which that is characterized by blight and blighting factors within the City, and in this connection the Authority administers a redevelopment project known as the Downtown CDB Redevelopment Project ("Project") pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act"); and WHEREAS, pursuant to the Act and the HRA Act, the Authority is authorized to acquire real property, or interests therein, and to undeltake certain activities to facilitate the redevelopment of real propelty by private enterprise; and WHEREAS, within the Project, the City and Authority have created the Kmart/Central A venue Tax Incremcnt Financing District ("TIF District") in order to facilitate redevelopment of celtain property in the Project; and WHEREAS, the Authority and New Heights Development, LLC ("Housing Redeveloper") entered into that celtain Contract for Private Redevelopment elated as of September 22, 2003, as mneneled by a First Amendment thereto elated April 26, 2005 and by a Second Amendment thereto dated November 22, 2005 and a Thirel Amendment thereto dated August 28, 2007 (the "Housing Contract") providing for the redevelopment of certain property described as the Redevelopment Property in the Contract; and WHEREAS, New Heights Development, LLC has chmIgeel its legal name to Grand Central Properties, LLC but in all respects remains the Housing Redeveloper under the Housing Contract; and WHEREAS, I-lousing Redeveloper sold a portion of the Redevelopment Property wIeler the Housing Contract, which portion is described in Schedule A hereto and is referred to herein as the "Commercial Property;" and 1 WHEREAS, Housing Redeveloper also assigned to Redeveloper certain obligations under the Housing Contract relating to construction of the Commercial Improvements as defined therein, pursuant to an Assignment and Assumption Agreement between Redeveloper and Commercial Redeveloper dated as of ,2007 (the "Assignment"); and WHEREAS, the Authority and I-lousing Redeveloper have entered into a Fourth Amendment to the Housing Contract, addressing the remaining obligations of those parties regarding the Housing Improvements as defined therein; and WHEREAS, the Authority has determined to enter into this Agreement with the Redeveloper regarding the Commercial Improvements to be constructed on the Conunercial Property; and WHEREAS, the Authority believes that the redevelopment of the Commercial Property pursuant to this Agreement, and fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant ffild agree with the other as follows: 2 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, MiImesota Statutes, Sections 469.090 to 469.108, as amended. "Affiliate" means with respect to the Redeveloper (a) any corporation, partnership, corporation or other business entity or person controlling, controlled by or under common control with the Redeveloper, and (b) any successor to such party by merger, acquisition, reorganization or similar transaction involving 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, corporation or other business entity, the ownership of fifty percent or more of the voting interests in such entity possession, directly or indirectly, of the power to direct or cause the direction of management policies of such entity, whether ownership of voting securities or by contract or otherwise. "Agreement" means 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 AutllOrity, or any person designated by the Executive Director to act as the Authority Representative for the purposes of this Agreement. "Authorizing Resolution" means the resolution of the Authority, substantially in the form of attached Schedule B to authorize the issuance of the Commercial Note. "Available Tax Increment" means 90 percent of the Tax Increment attributable to the Commercial Propeliy (or relevant p01iion thereof, as the context requires), received by the Authority in the six-month period before any schedule payment date on any Note. "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. 3 "Certificate of Completion" means the certification provided to the Redeveloper, or the purchaser of any part, parcel or unit of the Commercial Property, pursuant to Section 4.4 of this Agreement. "City" means the City of Columbia Heights, Minnesota. "Commercial Improvements" means the construction on the Commercial Property of at least 51,000 square feet of retail, office or service facilities that are permitted or conditional uses for such site under the City zoning ordinance. "Commercial Note" means the Tax Increment Revenue Note substantially in the form contained in the Authorizing Resolution, issued in accordance with Section 3.4 hereof. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the COlwnercial 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 plmls 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. "Commercial Property" means the property so described on Schedule A.. "County" means the County of Anoka, Minnesota. "Event of Default" means ffi1 action by the Redeveloper listed in Article IX of this Agreement. "Grant" means the grant from the Metropolitan Council described in the Grant Agreement. "Grant Agreement" means the Metropolitan Livable Communities Act Livable Communities Demonstration Account Grant Agreement between the Metropolitan Council and the City datcd February 9, 2007 "Holder" means the owner of a Mortgage. "Housing Contract" means "I-lousing Improvements" has the meaning provided in the Housing Contract. "Housing Notes" means the Taxable Tax Increment Revenue Notes issued under the Housing Contract. 4 "Housing Redeveloper" means Grand Central Properties, LLC. "Minimum Improvements" means the Commercial Improvements and the Parking Ramp. "Mortgage" means any mortgage made by the Redeveloper which is secured, in whole or in part, with the COlmllercial Property and which is a permitted encumbrance pursuant to the provisions of Article VIII of this Agreement. "Note" means either the Housing Notes or the Commercial Note, or both, as the context requires. "Parking Ramp" means the structured parking facility to be constructed on the Commercial Property containing at least 210 stalls. "Plamling Contract" has the meaning provided in Section 4.1 (b) hereof. "Public Improvements" has the meffiling provided in Section 4.1 (b) hereof. "Public Redevelopment Costs" has the meaning provided in Section 3.3 hereof. "Redeveloper" means Grand Central Commons LLC or its permitted successors ffild assigns. "Redevelopment Project" meffilS the Authority's Downtown CDB Redevelopment Project. "Redevelopment Plan" means the Authority's Redevelopment Plan for the Redevelopment Project, as mnended. "Sewer Improvements" has the meaning provided in Section 4.1 (b) hereof. "Statc" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the COlmnercial Property and which is remitted to the Authority as tax increment pursuant to the Tax Increment Act. The term Tax Increment does not include any amounts retained by or payable to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act, and does not include any amounts defined as tax increment under Section 469.174, subd. 25, clauses (2), (3), (4) and (5) of the TIF Act. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1799, as amended. "Tax Increment District" or "TIF District" means the Authority's Kmart/Central Avenue Tax Increment Financing District. 5 "Tax Increment Plan" or "TIF Plan" means the Authority's Tax Increment Financing Plan for the TIF District, as approved by the Authority on September 16, 2003 and by the City on September 22,2003, and as it may be amended from time to time. "Tax Official" means any County assessor; County auditor; County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Coutt. "Termination Date" means the date the Authority receives the last installment of Tax Increment from the County. "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, terrorism, strikes, other labor troubles, fire or other casualty to the Minimum Improvements, litigation conunenced by third patties which, by injunction or other similm' 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 Minimutn Improvements by the dates such construction is required under Section 4.3 of this Agreement. 6 ARTICLE II RCIlresentations and Warranties Section 2.1. Representations by the Authority. The Authority makes the following representations as the basis for the undertaking on its part herein contained: (a) The Authority is an economic development authority duly organized and existing under the laws ofthe State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and calTY out its obligations hereunder. (b) The activities of the Authority are undertaken to foster tile redevelopment of celtain real property which for a variety of reasons is presently underutilized, to eliminate 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 increase commercial activity and to stimulate fmther development of the TIF District and Redevelopment Project as a whole. Section 2.2. Representations and Warranties bv the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper is a limited liability company duly organized and in good standing under the laws of the State of MiImesota, 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) The Redeveloper will construct, operate and maintain the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment Plan and all applicable local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws mld 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 in the Project Area may be or will be in violation of any envirolilllental 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 mlY local, state or federal enviromnentallaw, 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. (e) The Redeveloper will obtain, in a timely manner, all required permits, licenses mld approvals, and will meet, in a timely mmiller, 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. 7 (1) 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 pattnership or company restriction or any evidences of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (g) Whenevcr any Event of Default occurs and if the Authority or the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for thc enforcement of performance or observance of any obligation or agreement on the part of the Redeveloper undcr this Agreement, and the Authority or the City or prevails in such action, the Redeveloper agrees that it shall, within ten days of written demand by the City, pay to the City the reasonable fees of such attorneys and such other expenses so incurred by the City. (h) 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. (i) The proposed redevelopmcnt by the Redeveloper hereunder would not occur but for the tax increment financing assistance being provided by the Authority hereunder. U) The Redeveloper is not currently in default under any business subsidy agreement with any grantor, as such terms are defined in the Business Subsidy Act. 8 ARTICLE III PrOI)ertv Acquisition, Parking RamI) Financing Section 3.1. Status of the Prooertv. As of the date of this Agreement, the Redeveloper has acquired the Commercial Property from the Housing Redeveloper. The Authority has no obligation to acquire the Conmlercial Property or any portion thereof. Section 3.2. Environmental Conditions. (a) The Redeveloper acknowledges that the Authority makes no representations or warranties as to the condition of the soils on the Commercial Property or the fitness of such propcrty for construction of the Minimum Improvements or any other purpose for which the Redeveloper may make use of such property, and that the assistance provided to the Redeveloper under this Agreement neither implies any responsibility by the Authority or the City for any contamination of the Commercial Property nor imposes any obligation on such parties to participate in any cleanup of such property. (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, from any claims or actions arising out of the presence, if any, of hazardous wastes or pollutants existing on or in the Commercial Property, unless and to the extent that such hazardous wastes or pollutants are present as a result of the actions or omissions of the indellli1itees. 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 Mill11esota Statutes Sections 466.04 and 604.02. Section 3.3. Public Redevelooment Costs. The Redeveloper shall construct the Pmking Ramp in accordance with Article IV hereof. All costs of construction of the Parking Ramp are referred to as the "Public Redevelopment Costs". The Authority will assist in financing the Public Redevelopment Costs in part tln'ough issuance of the COllli11ercial Note under Section 3.4 hereof, and in part through proceeds of the Grant under Section 3.5. Section 3.4. Issuance of Commercial Note. (a) Terms. In order to reimburse the Redeveloper for a portion of the Public Redevelopment Costs incurred by Redeveloper, the Authority shall issue and the Redeveloper shall purchase the COlllinercial Note in the maximum aggregate principal amount of $ . The COlllinercial Note will be payable solely from Available Tax Increment. The terms of the Conunercial Note, including maturity, payment dates and interest rate, will be substantially those set fOlih in the form of the Commercial Note shown in Schedule B. The COlllinercial Note will be dated as of the date of delivery, and interest will accrue from such date. (b) Issuance. Before issuance and delivery of the Commercial Note, Redeveloper must submit to the Authority one or more celiificates signed by the Redeveloper's duly authorized representative, containing the following: (i) a statement that each cost identified in the certificate is a Public Redevelopment Cost incurred on or in comlection with the Pal'lcing Ralnp alld that no part of such cost has been included in any previous celiification under this Section, or 9 reimbursed or requested to reimbursed from Grant proceeds under Section 3.5; (ii) evidence that each identified Public Redevelopment Cost has been paid or incurred by or on behalf of the Redeveloper, and (iii) a statement that no uncured Event of Default by the Redeveloper has occurred and is continuing lUlder the Agreement. The Authority may, if not satisfied tllat the conditions described herein have been met, return any certificate with a statement of the reasons why it is not acceptable and requesting such fmiher documentation or clarification as the Authority may reasonably require. The Authority will deliver the Commercial Note upon receipt and approval of certificates evidencing Public Redevelopment Costs in at least the principal amount of the Commercial Note, and Redeveloper having delivered to the Authority an investment letter in substantially the form of Schedule D. (c) Termination of right to Commercial Note. Notwithstanding anything to the contrary in this Agreement, if the conditions for delivery of the Commercial Note are not met by July _, 2009 (which is the date of expiration of the "five year rule" for the TIF District undcr Section 469.1763 of the TIF Act), the Authority may terminate the COlmnercial Note by ten days written notice to the Redeveloper. Thereafter neither party shall have any obligations or liability to the other hereunder, except that any obligations of the Redeveloper under Sections 3.2, 3.6 and 8.3 survive such termination. (d) Qualifications. The Redeveloper understands and acknowledges that the Authority makes no representations or warranties regm-ding the amount of Available Tax Increment, or that revenues pledged to the Commercial Note will be sufficient to pay the principal and interest on the Commercial Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in cOilllection with the TIF District or this Agreement are for the benefit of the Authority, and are not intended as representations on which the Redeveloper may rely. If the Public Redevelopment Costs exceed the principal amount of the Commercial Note and proceeds of the Grant, such excess is the sole responsibility of Redeveloper. ( e) Reduction of Assistance. The financial assistance to the Redeveloper under this Agreement is based on certain assumptions regarding likely costs and expenses associated with constructing the Commercial Improvements. The Authority and the Redeveloper agree that those assumptions will be reviewed at the times described in this Section, and that the amount of Commercial Note will be adjusted accordingly. (i) Definitions. For the purposes of this Section, the following terms have the following definitions: "Calculation Date" means 60 days after the em-liest of (i) the date of Stabilization; (ii) the date of any Transfer in whole or in part of the Commercial Property or (iii) three years after the date of issuance of the Certificate of Completion for the Commercial Improvements. "Net Operating Income" means all net rental income from the Commercial Improvements received in the last fiscal year prior to the Calculation Date, subject to the following adjustments: (i) if the Commercial Improvements have not reached Stabilization as of the Calculation Date, income will be calculated as the sum of actual 10 net rent plus assumed rent for the space needed to reach 95% lease-up at rates equal to the average rent from actual leases as of the Calculation Date; (ii) from that total will be deducted non-reimbursable expenses (e.g., common area maintenance charges, insurance and taxes) allocated to the actual vacant area (if Stabilization has occurred) or allocated to the asswned 5% vacant area (if Stabilization has not occUlTed); and (iii) from that total will also be deducted a structural reserve in the amount of $.10 per square foot of the Commercial Improvements. "Stabilization" means 95% of leaseab1e spacc in the Commercial Improvements is leased. "Target Yield" means a Yield on Total Project Costs of 12%. "Total Project Costs" means all costs incuned by Redeveloper in connection with the Commercial Improvements as of the Calculation Date, including the cost of acquiring the Commercial Property, on-and-off-site improvements benefiting the Commercial Property, leasing conU11issions, capitalized interest on all such costs, and operating deficits, and all other hard related soft costs incurred in connection with the Commercial Improvements, net of (i) the principal amount of the Commercial Note and the I-lousing Note, (ii) proceeds from Transfer of any undeveloped portion of the Commercial Property. "Yield on Total Project Costs" means Net Operating Income divided by Total Project Costs. (ii) Lookback Calculation. Upon the Calculation Date, the Redeveloper must deliver to the Authority reasonable evidence of its Yield on Total Project Costs calculated as of the Calculation Date, determined in accordance with generally accepted accounting principles ("GAAP") and substantially in the format of the 100kback pro forma attached as Schedule _ hereto (except that if definitions in this Section vary from GAAP, the provisions of this Section control). The Redeveloper agrees to provide to the Authority's consultant any background documentation related to the financial data, upon request. The Authority may request a written certificate of a certified public accountant regarding Total Project Costs and Net Operating Income, to be provided at Redeveloper's expense (which expense may be included as part of Total Project Costs). If the Yicld on Total Project Costs exceeds the Target Yield, the pOltion of Net Operating Income in excess of the amount that produces the Target Yield is referred to as the "Excess Amount." On the Calculation Date, 50% of the Excess Amount will be applied to reduce the outstanding principal amount of the Commercial Note in accordance with the terms of Section 5(b) of the Note. Such event must be evidenced by delivery by the Authority to the Redeveloper of a written notice stating the Excess Amount. The one-half share of Excess Amount will be deemed prepaid as of the Calculation Date. 11 Section 3.5. Met Council Grant. (a) As further assistance to make development of the Minimum Improvements economically feasible, the City will payor reimburse Redeveloper for up to $974,369 in costs of the Parking Ramp, from and to the extent of proceeds of the Grant in accordance with all the terms and conditions of the Grant Agreement. Proceeds of the Met Council grmlt will be disbursed in accordance with a disbursing agreement in a form mutually agreed by the City, the Authority and the Developer. The parties agree md understand that the disbursing agreement will set forth procedures for draw requests consistent with the terms of this Section mld the Grant Agreement. The disbursing agreement may be executed by Authority and City officials subject to approval by the Mayor, Authority President and Authority Exccutive Director, provided that execution ofthe agreement by those officials will be conclusive evidence of their approval. (b) Developer shall comply with all terms and conditions of the Grant Agreement as if Developer were grantee. Without limiting the forgoing, Developer shall: (i) ensure that all contracts and subcontracts related to the Parking Rmnp costs funded by the Grant comply with all applicable State and federal laws, including applicable State and federal Occupational Safcty and Health Act regulations; (ii) meet all requirements of federal and State law relating to stormwater discharges, including without limitation, my applicable requirements of title 40, CFR, parts 122 mld 123; (iii) acknowledge the assistance provided by the Mctropolitm Council in promotional materials, press releases, reports mld publications relating to development of the COlllillercial Property, which acknowledgement must contain the following language: Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund and by the Columbia Heights Economic Development Authority. Such statement shall also be included on signs located on the COlllinercial until substantial completion of all Minimum Improvements constructed thereon. Section 3.6. Payment of Administrative Costs. The Redeveloper is responsible for "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 and other documents and agreements in connection with the COlllinercial Property. In order to secure payment of the Administrative Costs, the Redeveloper has delivered to the Authority cash or a celiified check in the amount of $ upon execution of this. 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 $ 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. Section 3.7. 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. 12 Section 3.8. No Bnsiness Subsidy. The Redeveloper warrants and represents that its investment in the purchase of the Commercial Property (which occurred in 2007) will equal at least 70% of the County assessor's estimated market value of the Conunercial Property for the 2007 assessment year, calculated as follows: COllli11ercial Property cost..............................................................$ 2007 Assessor's Estimated Fair Market Value of Commercial Property.......................................................................$ Cost equals % of market value. Accordingly, the parties agree and understand that the financial assistance described in this Agreement does not constitute a business subsidy within the meaning of the Business Subsidy Act, pursuant to Section 116J.993, subd. 3(17) thereof. Notwithstanding anything to the contrary in Section 8.3(b) hereof, the Redeveloper releases from and covenants and agrees that the Anthority 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 claim arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim from any person or entity that the Authority failed to comply with the Business Subsidy Act with respect to this Agreement. 13 ARTICLE IV Construction of Minimum Imorovements and Public Imorovements Section 4.1. Construction of Minimum Improvements and Public Improvements. (a) The Redeveloper agrees that it will construct or cause construction of the Minimum Improvements on the Commercial Property, in accordance with approved Construction Plans and at all times while Redeveloper owns the Commercial Property, will operate and maintain, preserve and keep the respective components of the Minimum Improvements or cause such components be maintained, preserved and kept with the appUlienances and every part and parcel thereof, in good repair and condition. (b) The Redeveloper must prepare plans and specifications for and construct (1) the oversized sanitary sewer mains necessary to provide adequate capacity for both the Commercial Improvements under this Agreement and the Housing Improvements under the Housing Contract (the "Sewer Improvements"); and (2) any streets and associated traffic improvements, sewer, water, storm sewer improvements, sidewalks, landscaping, open space and related amenities located within or serving the Commercial Property (the "Other Infrastructure"). The Sewer Improvements and Other Infrastructme are referred to together as the "Public Improvements." Before commencing such construction, the Redeveloper must enter into a planning contract with the City (the "Planning Contract"), addressing City requirements for construction of the Public Infrastructme and security therefore in accordance with City ordinances and procedures. Redeveloper must submit plans and specifications regarding the Public Improvements for approval by the City substantially in accordance with procedures for Constl'Uction Plans described in Section 4.2. All work on the Public Improvements shall be in accordance with the approved construction plans and shall comply with all City requirements regarding such improvements. The parties agree and Ullderstand that the City will accept the improvements in accordance with City procedures and the Planning Contract. 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 the TIF Plan, Redevelopment Plan, this Agreement, the Planning Contract 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 aJld 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 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 Development Plan, applicable federal, state and local laws, ordinances, rules and regulations, or to construct 14 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 10 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 conected Construction Plans within 10 days after written notification to the Redeveloper of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority. The Authority Representative's approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements constructed in accordance with said plans) comply to the Authority's satisfaction Witll the provisions of this Agreement relating thereto. (b) If the Redeveloper desires to malce 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 ten (l0) days after receipt of the notice of such change. The Authority's approval of any such change in the Construction Plans will not be unreasonably witWlcld. Section 4.3. Completion of Construction. Subject to Unavoidable Delays, the Redeveloper must commence construction of the Minimum Improvements by , 2008, and must substantially complete construction of the Minimum Improvements by December 31, 2009. All work with respect to the Minimum Improvements to be constructed or provided by tlle Redeveloper on the Commercial Property shall be in substantial conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority, and with he Planning Contract. If the Redeveloper is making substantial progress with respect to the redevelopment project, and is unable to meet one or more ofthe above-referenced deadlines, the Authority and the Redeveloper shall negotiate in good faith for a reasonable period to extend the time in which necessary action(s) must be taken or occur, the lapse of which time would otherwise constitute a default under this Agreement. The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Commercial Property, or any part thereof, that the Redeveloper, and such successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Commercial Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be commenced and completed within the period specified in this Section 4.3 of this Agreement. Subsequent to conveyance of the Commercial Property, or any part thereof, to the Redeveloper, and until 15 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 ofthe Redeveloper with respect to such construction. Section 4.4. Certificate of Completion. (a) Promptly after substantial completion of the Minimum Improvements (and each component thereof) in accordance with those provisions of the Agreement relating solely to the obligations of the Redeveloper to construct the Minimum Improvements (including the dates for completion thereof), the 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 a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement with respect to the obligations of the Redeveloper, and its successors and assigns, to construct the relevant component of the Minimum Improvements and the dates for the completion thereof. Such certification and such determination shall not constitute evidence of compliance with or satisfaction of any obligation of the Redeveloper to any Holder of a Mortgage, or any insurer of a Mortgage, securing money loaned to finance the Minimum Improvements, or any part thereof. (b) Each Celiificate 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 Commercial Property. If the Authority shall refuse or fail to provide any certification in accordance with the provisions of this Section 4.4 of this Agreement, the Authority shall, within thirty (30) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of the Agreement, or is otherwise in default, and what measures or acts it will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain such celiification. ( c) The construction of the Minimum Improvements shall be deemed to be substantially completed when the Redeveloper has received a certificate of occupancy for all Commercial Improvements (except for any tenant build-outs), and the Parking Ramp and all site improvements have been substantially completed as reasonably determined by the Authority Representative. 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, furnish the Authority with proof of payment of premiums on policies covering the following: (i) Builder's risk insurance, written on the so-called "Builder's Risk Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting fOlm 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); and (iii) 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 compffilies selected by the Redeveloper which are authorized under the laws of the State to assume the risks covered thereby. Upon request, the Redeveloper will deposit ffi111ually 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 eaeh 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, blanlcet 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. (c) The Redeveloper agrees to notify the Authority in1111ediately 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 f0l1hwith repair, reconstruct and restore the Minimum Improvements to substantially the same or an improved condition or value as it existed prior to the event causing such damage and, to the extent necessmy to accomplish such repair, reconstruction and restoration, the Redeveloper will 17 apply the net proceeds of any insurance relating to such damage received by the Redeveloper to the payment or reimbursement of the costs thereof. The Redeveloper shall complete the repair, reconstruction and restoration of the Minimum Improvements, 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 Aliicle V shall terminate upon the termination of this Agreement. 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. 18 ARTICLE VI Tax Increment; Taxes Section 6.1. Right to Collect Delinquent Taxes. The Redeveloper aclmowledges that the Authority is providing substantial aid and assistance in furtherance of the redevelopment described in this Agreement, in pati tln'ough issuance of the Commercial Note. The Redeveloper understands that thc Tax Increments plcdgcd to payment of the Commercial Note are derived from real estate taxes on the Minimum Improvements, which taxes must be promptly and timely paid. To that end, the Redeveloper agrees for itself, its successors and assigns, in addition to the obligation pursuant to statute to pay rcal estate taxes, that it is also obligated by reason of this Agreement to pay before delinquency all real estate taxes assessed against the Commercial Propeliy and the Minimum Improvements. The Redeveloper acknowledges that this obligation creates a contractual right on behalf of the Authority through the Termination Date to sue the Redeveloper or its successors atld assigns to collect delinquent real estate taxes and any penalty or interest thereon atld to pay over the satne as a tax payment to the county auditor. In any such suit, the Authority shall also be entitled to recover its costs, expenses and reasonable attorney fees. Section 6.2. Review of Taxes. The Redeveloper agrees that prior to the Termination Date, it will not cause a reduction in the real propeliy taxes paid in respect of the Conunercial Property through: (A) willful destruction of the Commercial Propeliy or any part thereof; or (B) willful refusal to reconstruct damaged or destroyed property pursuant to Section 5.1 of this Agreement. The Redeveloper also agrees that it will not, prior to the Termination Date, apply for a deferral of property tax on the Commercial Property pursuant to any law, or transfer or permit tratlsfer of the Conunercial Property to any entity whose ownership or operation of the property would result in the Commercial Property being exempt from real estate taxes under State law (other than any portion thereof dedicated or conveyed to the City or Autllority in accordance with this Agreement). Section 6.3. Assessment Agreement. (a) Prior to issuance of the Commercial Note, the Redeveloper shall, with the Authority, execute an Assessment Agreement pursuant to Milmesota Statutes, Section 469.177, subd. 8, specifying an assessor's minimum Market Value for the Commercial Property and Minimum Improvements constructed thereon. The amount of the minimum Market Value shall be $ of January 2, 2010 and each January 2 thereafter, notwithstanding the status of construction by such dates. (b) The Assessment Agreement shall be substantially in the form attached hereto as Schedule E. Nothing in the Assessment Agreement shall limit the discretion of the assessor to assign a market value to the propeliy in excess of such assessor's minimum Market Value. The Assessment Agreement shall remain in force for the period specified in the Assessment Agreement. 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 Minimum Improvements. Such commitments may be submitted as short term financing, long term mortgage financing, a bridge loan with a long term take-out financing commitment, or any combination of the foregoing. (b) Ifthe Authority finds thatthe financing is sufficiently committed and adequate in amount to pay the costs specified in paragraph (a) then the Authority shall notify the Redeveloper in writing of its approval. Such approval shall not be umeasonably withheld and either approval or rejection shall be given within twenty (20) days from the date when the Authority is provided the evidence of financing. A failure by the Authority to respond to such evidence of financing shall be deemed to constitute an approval hereunder. If the Authority rejects the evidence of financing as inadequate, it shall do so in writing specifying the basis for the rejection. In any event the Redeveloper shall submit adequate evidence of financing within ten (I 0) days after such rejection. (c) In the event that there occurs a default under any Mortgage authorized pursuant to Section 7.1 of this Agreement, the Redeveloper shall cause the Authority to receive copies of any notice of default received by the Redeveloper from the holder of such Mortgage. Thereafter, the Authority shall have the right, but not the obligation, to cure any such default on behalf of the Redeveloper within such cure periods as are available to the Redeveloper under the MOligage 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 7.1(c). 20 ARTICLE VIII Prohibitions Against Assignment and Transfer; Indemnification Section 8.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Commercial Property, and its other undertakings pursuant to the Agreement, are, and will be used, for the purpose of redevelopment of the Commercial Propeliy and not for speculation in land holding. Section 8.2. Prohibition Against Redeveloper's Transfer of Property and Assignment of Agreement. The Redeveloper represents and agrees that until issnance 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 trmlsfer in any other mode or form of or with respect to this Agreement or the Conunercial Property or any pmi thereof or any interest therein, or any contract or agreement to do mlY of the same, to any person or entity (collectively, a "Transfer"), without the prior written approval of the Authority's board of conunissioners. 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 Commercial Property or to construct the Minimum Improvements or component thereof, or (ii) any lease, license, easement or similar arrangement entered into in the ordinary course of business related to operation of the Minimum Improvements. (b) If the Redeveloper seeks to effect a Transfer prior to issuance of the Celiificate of Completion, the Authority shall be entitled to require as conditions to such Transfer that: (l) any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undeliaken in this Agreement by the Redeveloper as to the portion of the Commercial Property to be transferred; and (2) Any proposed transferee, by instrument in writing satisfactory to the Authority mld in form recordable in the public land records of Anoka County, Minnesota, shall, for itself mId 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 pOliion of the Commercial 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 Conunercial Property, or any pmi thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls 21 with respect to the Commercial Property, the Minimum Improvements or any part thereof or the construction of the Minimum Improvements; it being thc intent of the parties as expressed in this Agreement that (to the fullest extent permittcd at law and in equity and excepting only in the malmer alld to the extent specifically provided otherwise in this Agreement) no transfer 01: or change with respect to, ownership in the Conmlercial Property or allY part thereof, or any interest therein, however consununated 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 Commercial Propeliy that the Authority would have had, had there been no such transfer or change. In the absence of spccific written agreement by the Authority to the contrary, no such trallsfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other paliy bound in any way by this Agreement or otherwise with respect to the Commercial Property, from any of its obligations with respect thereto. (3) Any and all instruments and other legal documents involved in effecting the trallsfer of any interest in this Agreement or the Commercial 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 Trallsfer will be approved and the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Commercial Property that is transferred, assigned, or otherwise conveyed. The provisions of this paragraph (c) apply to all subsequent transferors, assuming compliallce with the terms of this Aliicle. (d) Upon issuance of the Celiificate of Completion, the Redeveloper may trallsfer or assign the Minimum Improvements and/or the Redeveloper's rights and obligations under this Agreement with respect to such propeliy without the prior written consent of the Authority; provided that: (i) until the Termination Date the trallsferee or assignee is bound by all the Redeveloper's obligations hereunder with respect to the propeliy and rights trallsferred. The Redeveloper shall submit to the Authority written evidence of any such transfer or assiglIDlent, including the transferee or assignee's express assumption of the Redeveloper's obligations under this Agreement. If the Redeveloper fails to provide such evidence of transfer and assumption, the Redeveloper shall remain bound by all obligations with respect to the subject propeliy under this Agreement; and (ii) upon compliance with clause (d)(i) above (whether the transfer occurred before or after issuance of the Certificate of Complction), the Redeveloper shall be released from its obligations under this Agreement with respect to the propeliy transferred. The provisions of this paragraph (d) apply to all subsequent transferors, assuming compliance with the terms of this Atiicle. 22 (e) Nothing in this Article VIII will be construed to require, as a condition for release of the Redeveloper hereunder or otherwise, that purchasers of any unit assume any obligations of the Redeveloper. Upon sale of any residential unit to an initial owner-occupant, the Authority will provide to Redeveloper or the buyer a certificate in recordable form releasing the unit from all encumbrances ofthis Agreement. 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 alld employees thereof against any loss or dalllage to property or allY injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or the Public Improvements. (b) Except for any willful or negligent misrepresentation or any willful or wanton misconduct or negligence of the following nallled 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, alld further agrees to hold the Indel1l11ified Parties harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, alld 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 allY breach by any of the Indemnified Parties of their obligations under this Agreement, the Indemnified Patties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Public Improvements due to atlY act of negligence of any person. (d) All covenants, stipulations, promises, agreements alld obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of allY governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. 23 ARTICLE IX Events of Default Section 9.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, 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, ifthe event is by its nature incurable within 30 days, the defaulting party does not, within such 30-day period, provide assurances reasonably satisfactory to the party providing notice of default that the event will be cured and will be cured as soon as reasonably possible: (a) Failure by the Redeveloper or the Authority to observe or perform any covenant, condition, obligation, or agreement on its part to be observed or performed under tills Agreement or the Planning Contract; (b) The Redeveloper: (i) files any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under the United States Bankruptcy Act or nnder any similar federal or State law; (ii) makes an assignment for benefit of its creditors; (ili) admits in writing its inability to pay its debts generally as they become due; or (iv) is adjudicated a bankrupt or insolvent. Section 9.2. Remedies on Default. (a) Whenever any Event of Default referred to in Section 9.1 of this Agreement occurs, the non-defaulting party may exercise its rights under this Section 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 thitty days, the defaulting party does not provide assurances reasonably satisfactory to the non-defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (b) Upon an Event of Default by the Redeveloper, the Authority may withhold payments under the Commercial Note in accordance with its terms, which withheld amount is payable, without interest thereon, on the first payment date after the default is cured. (c) If an Event of Default continues for more than three years after the date of receipt by the Redeveloper of the default notice, the Authority may terminate the Conunercial Note. 24 (d) If the Event of Default constitutes breach of restrictions on Transfer of the COImnercial Property under Section 8.2 hereof, the Authority may terminate the Note if the default is not cured within the periods provided in Section 9.1. (e) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments dne under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. Section 9.3. No Remedv 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 exercisc any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in tillS Alticle IX. Section 9.4. No Additional Waiver ImDlied bv One Waiver. In the event any agreement contained in this Agreement should be breached by either palty and thereafter waived by the other palty, such waiver shall be limited to the palticular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 9.5. Attorney Fees. Whenever any Event of Default occurs and if the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement of performance or observance of any obligation or agreement on the palt of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within 10 days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other expenses so incurred by the Authority. 25 ARTICLE X Additional Provisions Section 10.1. Conflict of Interests: Authority Representatives Not Individuallv Liable. The Authority and the Redeveloper, to the best of their respective Imowledge, represent and agree that no member, official, or employee of the Authority shall have any personal interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of arlY corporation, pmtnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or County or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of the Agreement. Section 10.2. Equal Emplovment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in the Agreement it will comply with all applicable federal, state and local equal employment and non-discrimination laws and regulations. Section 1003. Restrictions on Use. The Redeveloper agrees that until the Termination Date, the Redeveloper, and such successors and assigns, shall devote the Commercial Property to, the operation of the Minimum Improvements for uses described in the definition of such term in this Agreement, and shall not discriminate upon the basis of race, color, creed, sex or national origin in the sale, lease, or rental or in the use or occupancy of the Commercial Property or any improvements erected or to be erected thereon, or any part thereof. Section 10.4. Provisions Not Merged With Deed. None of the provIsIOns of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Commercial Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 10.5. Titles of Articles and Sections. Any titles of the several paris, Articles, and Sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 10.6. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other connnunication under the Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally; and (a) in the case Redeveloper at of the Redeveloper, is addressed to ; and or delivered personally to the 26 (b) in the case of the Authority, is addressed to or delivered personally to the Authority at lOa Civic Center Parkway, Columbia Heights, Minnesota 55337, Attn: Executive Director; or at such other address with respect to either such party as that palty may, from time to time, designate in writing and forward to the other as provided in this Section. Section 10.7. Counterpalis. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 10.8. Recording. The Authority may record this Agreement and any amendments thereto with the Anoka County recorder. The Redeveloper shall pay all costs for recording. Section 10.9. Amendment. This Agreement may be anlended only by written agreement approved by the Authority and the Redeveloper. Section 10.10. Authoritv or Citv Aporovals. Unless otherwise specified, any approval required by the Authority under this Agreement may be given by the Authority Representative. Section 10.11. Termination. This Agreement terminates on the Termination Date, except that termination of the Agreement does not terminate, limit or affect the rights of allY party that arise before the Termination Date. 27 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 tillS Agreement to be duly executed in its name and behalf on or as of the date first above written. COLUMBIA HEIGl-ITS ECONOMIC DEVELOPMENT AUTHORITY By Its President By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) 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 of the Authority. Notary Public 28 GRAND CENTRAL COMMONS LLC By Its STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of , 2008 by , the of Grand Central Commons LLC, a Minnesota limited liability company, on behalf of the company. Notary Public 29 SCHEDULE A Commercial Property Outlot C and Outlot D, Grant Central Lofts, Anoka County, Minnesota A-I SCHEDULE B AUTHORIZING RESOLUTION COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOI)MENT AND RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $_ TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 200SB BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority, Columbia Heights, Mhmesota (the "Authority") as follows: Section I. Authorization. 1.01. Authorization. The Authority and the City of Columbia Heights have heretofore approved the establishment of the Kmati/Central Avenue Tax Increment Financing District (the "TIF District") the Downtown CBD Redevelopment Project (the "Project"), atld have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuat1t to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Project. Such bonds are payable from all or any portion of revenues dcrived from the TIF District atld pledged to the payment ofthe bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Taxable Tax Increment Revenue Note in the maximum principal amount of $ (the "Note") for the purpose of financing celiain public redevelopment costs of the Project. 1.02. Approval of Agreement. The Contract for Private Redevelopment (the "Agreement") between the Authority Grand Central Commons, LLC ("Grand Central Properties") is approved in substantially the form on file in City Hall, subject to modifications that do not alter the substance of the transaction that are approved by the President and Exccutive Director, provided that execution of the atnendment by such officials is conclusive evidence of and their approval. 1.03. Issuance. Sale. and Terms of the Note. The Authority hercby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. The Note shall be issued to Grand Central Commons LLC ("Owner"). The Note shall be dated as of the date of delivery, shall mature no later than FeblUary 1,2018 and shall bear interest at the rate of 7.0% per ammm from the date of original issue of the Note. The Note is issued in consideration of payment by Owner of certain Public B-1 Redevelopment Costs 111 at least the principal amount of the Note, 111 accordance with the Agreement. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No.R-l $ TAXABLE TAX INCREMENT REVENUE NOTE SEIUES 20_ Date of Original Issue Rate 7.0% ,20_ The Columbia Heights Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to Grand Central ConuTIons LLC or registered assigns (the "Owner"), the principal sum of $ or so much thereof as has been from time to time advanced (the "Principal Amount"), as provided in the Agreement defined hereafter, together with interest on the unpaid balance thereof accrued from the date of original issue hereof at the rate of _ percent per annum (the "Stated Rate"). This Note is given in accordance with that certain Contract for Private Redevelopment between the Issuer and the Owner dated as of , 2008 (the "Agreement") and the authorizing resolution (the "Resolution") duly adopted by the Authority on ,2008. Capitalized terms used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Pavments. Principal and interest ("Payments") shall be paid on August I, 2010 and each February 1 and August 1 thereafter to and including February 1, 2018 ("Payment Dates") in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or cUlTency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest accruing from the date of original issue through and including February 1, 2010 will be compounded semimmually on February 1 and August 1 of each year B-2 and added to principal. Interest shall be computed on the basis of a year of 360 days mld chm'ged for actual days principal is unpaid. 3. Availablc Tax Increment. All payments on this Note are payable on each Payment Date solely from and in the amount ofthe "Available Tax Increment," which meMS, on each Payment Date, 90 percent of the Tax Increment attributable to the Commercial Property as defined in the Agreement that is paid to the Authority by Anoka County in the six months preceding the Payment Date. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other thM Available Tax Increment and the failure of the Authority to pay the entire amount of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of such pledged revenues. The Authority shall have no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2018. 4. Default. Upon an Event of Default by the Redeveloper under the Agreement, the Authority may exercise the remedies with respect to this Note described in Section 9.2 of the Agreement, the terms of which are incorporated herein by reference. 5. Optional Prepavment. (a) The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No pmtial prepayment shall affect the mnount or timing of MY other regular payment otherwise required to be made under this Note. (b) Upon receipt by Redeveloper of the Authority's written statement of the Excess Anlount as defined in Section 3 .4( e) of the Agreement, one-half of such Excess Amount will be deemed to constitute, and will be applied to, prepayment of the principal amount of this Note. Such deemed prepayment is effective as of the Calculation Date as defined in Section 3.4(e) of the Agreement, and will be recorded by the Registrar in its records for the Note. Upon request of the Owner, the Authority will deliver to the Owner a statement of the outstanding principal balmlce of the Note after application of the deemed prepayment under this paragraph. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to the Resolution, and pursuant to and in full conformity with the Constitution mld laws of the State of Minnesota, including Mimlesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from the revenues pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Mimlesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except from and to the extent of the revenues pledged hereto, and neither the full faith mld credit nor the taxing power of the State of B-3 Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the City Chief Financial Officer, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person unless the Authority has been provided with an opinion of counselor a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of COlmnissioners of the Columbia Heights Economic Development Authority have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Chief Financial Officer, in the name of the person last listed below. B-4 Date of Registration Registered Owner _ Signature of City Chief Finffilcial Officer Grand Central Commons LLC Federal Tax LD. No. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of ffild interest on the Note shall be payable by check 01' draft issued by the Registrffi' described herein. 3.02. Dates; Interest Pavment Dates. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether 01' not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Chief Financial Officer to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority ffild the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Trffilsfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument oftrffilsfer, in form reasonably satisfactory to the Registrffi', duly executed by the registered owner thereof 01' by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee 01' transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person unless the Authority has been provided Witll an opinion of counsel 01' a celtificate of the transferor, in a form satisfactory to the Authority, that such trffilsfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any trffilsfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper 01' Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note 01' separate instrwllent of transfer is legally authorized. The Registrar shall incur B-5 no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or swns so paid. (1) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other govcrmnental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost. Stolen or Destroved Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the rcasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amowlt satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cmlcellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Prepm'ation and Deliverv. The Note shall be prepm'ed under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment under the terms and as defined in the Note. A vailabIe Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Section 2 of this resolution. B-6 4.02. Bond fund. Until the date the Note is no longer outstanding and no prineipal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Ftmd" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year all Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIf District upon termination of the Note in accordance with its terms. 4.03. Available Tax respects. Additional Bonds. If the Authority issues any bonds or notes secured by Increment, sueh additional bonds or notes are subordinate to the Note in all Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the sanle appear from the books and records under their custody and control or as otherwise kllown to them, and all such certified copies, eertificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Agreement. Effective Date. This resolution shall be effective upon execution of the Adopted this _ day of ,2008. President Executive Director B-7 SCHEDULE C CERTIFICATE OF COMPLETION The undersigned hereby certifies that Grand Central Commons LLC (the "Redeveloper") has fully complied with its obligations under Articles III and IV of that document titled "Contract for Private Redevelopment," dated , 2008 between the Columbia Heights Economic Development Authority and the Redeveloper (the "Contract"), with respect to construction of the Minimum Improvements in accordance with the Construction Plans, and that the Redeveloper is released and forever discharged from its obligations to construct the Minimum Improvements under Articles III and IV. Dated: ,20_ COLUMBIA HEIGl-ITS ECONOMIC DEVELOPMENT AUTHORITY By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On tins _ 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 affixed to said instrument is the seal of said Authority; that said instrument was signed and sealed in bchalf of said Authority by authority of its governing body; and said aclmowledged 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 C-l said instrwnent 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 C-2 SCHEDULE D INVESTMENT LETTER To the Columbia Heights Economic Development Authority (Authority) Attention: Executive Director Re: $ Tax Increment Revenue Note, Series 2008B The undersigned, as Purchaser of the above captioned Note (Note) pursuant to a resolution of the Authority adopted on ,2008 (Resolution), hereby represents to you and to Kennedy & Graven, Chartered, Mitmeapolis, Minnesota, Bond Counscl, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser as of this date pursuant to the Resolution and the Contract for Private Redevelopment between the Authority and Grand Central Commons LLC dated , 2008 (Contract). 2. The Note is payable as to principal and interest solely from Available Tax Increment as defined in the Note. The Purchaser understands and acknowledges that the Authority makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the Note will be sufficient to pay the principal and interest on the Note. Any estimates of Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District, the Note or the Contract are for the benefit of the Authority, and are not intended as representations on which the Purchaser may rely. 3. We have sufficicnt knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above stated principal amount of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the Authority and the Note has been issued or prepared by the Authority, and that, in due diligence, we have made our own inquiry and analysis with respect to the Authority, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Authority, the Note and the security therefor, and that as a reasonable investor we have been able to make our decision to purchase the above stated principal amount of the Note. 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal D-I securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that neither the Authority nor Kennedy & Graven, Charted has made any representations as to the status of interest on the Note for state or federal income tax purposes. 8. We represent to you that we are purchasing the Note for our own accounts and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or the Resolution. 9. All capitalized terms used herein have the meaning provided in the Contract unless the context clearly requires otherwise. 10. The Purchaser's federal tax identification number is 11. We acknowledge receipt of the Note on the date hereof. GRAND CENTRAL COMMONS LLC By Its Dated: ,2008. D-2 SCHEDULE E ASSESSMENT AGREEMENT THIS AGREEMENT, made and entered into as of the day of , 2008 by and between the and the COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY, a Minnesota public body corporate and politic (the "Authority") and GRAND CENTRAL COMMONS LLC, a Minnesota limited liability company (the "Redeveloper"). WITNESSETH: WHEREAS, the Authority and the Redeveloper entered that certain agreement entitled Contract for Private Development dated , 2008 (the "Contract"); and WHEREAS, pursuant to the Contract the Redeveloper is obligated to construct, or has constructed, the Minimum Improvements (as defined in the Contract) upon the propelty legally described at Exhibit A hereto (the "Property"); and WHEREAS, the Authority and the Redeveloper desire to establish a minimum market value for the Property and the Minimnm Improvements constructed thereon, pursuant to Minnesota Statutes, Section 469.177, Subdivision 8; and WHEREAS, the Assessor for Anoka County (the "Assessor") has reviewed the plans and specifications for the Improvements; NOW, THEREFORE, the parties to this Agreement, in consideration of the promises, covenants and agreements made by each to the other, do hereby agree as follows: I. The minimum market value which shall be assessed for the Property described in Exhibit A, together with the Improvements thereon, for ad valorem tax purposes, shall be $ as of January 2, 2010 and each January 2 thereafter, notwithstanding the progress of construction of the Minimum Improvements by such dates. 2. The minimum market value herein established shall be of no fluiher force arld effect and this Agreement shall terminate on the Termination Date (as defined in the Contract). 3. Neither the preambles nor provisions of this Agreement are intended to, nor shall they be construed as, modifYing the terms of the Contract. 4. Tins Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties. 5. Each of the parties has authority to enter into this Agreement and to take all actions required of it, and has taken all actions necessar.y to authorize the execution and delivery of this Agreement. E-1 6. In the event any provIsIOn of this Agreement shall be held invalid and unenforceable by any conrt of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 7. This Agreement may not be amended nor any of its terms modified except by a writing authorized and executed by all parties hereto. 8. This Agreement may be simultm1eously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 9. This Agreement shall be construed in accordance with the laws of the State of Mim1esota. Any dispute arising from this Agreement shall be heard in the state or federal courts of Minnesota, and all pmties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. E-2 IN WITNESS WHEREOF, the patties hereto have set their hands and seals as of the day and year first above written. TI-IE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY By: Its: President By: Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTYOFANOKA ) The foregoing instrument was ac1mowledged before me this _ day of 200_, by and , the President and Executive Director of the Columbia Heights Economic Development Authority, a public body corporate and politic under the laws ofthe state of Mimlesota, on behalf of the Authority. Notary Public E-3 GRAND CENTRAL COMMONS LLC By: Its: By: Its: STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this _ day of 2008 by and of Grand Central Conunons LLC, a Minnesota limited liability compmlY, on behalf of the company. Notary Public This document drafted by: Kennedy & Graven, Chartered 470 US Bank Plaza Minneapolis, MN 55402 (612) 337-9300 E-4 EXHIBIT A TO ASSESSMENT AGREEMENT PROPERTY LEGAL DESCRIPTION Outlot C and Outlot D, Grant Central Lofts, Anoka County, Minnesota E-A-l CERTIFICATION BY COUNTY ASSESSOR The undersigned, having reviewed the plans and specifications for the improvements to be constructed and the market value assigned to the land upon which the improvements are to be constructed, hereby certifies as follows: The undersigned Assessor, being legally responsible for the assessment of the above described propelty, hereby certifies that the values assigned to the land and improvements are reasonable. County Assessor for the County of Anoka STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) The foregoing instrument was aclmowledged before me this _ day of by , the County Assessor of the County of Anoka. Notary Public COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY (EDA) Special Meeting of: August 26, 2008 AGENDA SECTION: Business Item ORIGINATING EXECUTIVE NO: 6 DEPARTMENT: EDA DIRECTOR APPROVAL ITEM: Adopt Resolution 2008-09 and 2008-10, BY: Scott Clark BY: Economic Development Authority DATE: August 18,2008 2009 Budget and Levy BACKGROUND: This memorandum presents the proposed 2009 Economic Development Authority (EDA) budget. The focus of the EDA since 2002, has been redevelopment of specific areas and recently an increased emphasis on revitalizing the City's housing stock. The EDA's budget total is $347,561 which is raised by: I) An EDA levy of$80,000 which is the same as the 2008 amount; and 2) A special benefit levy authorized under the I-IRA Statutes in the amount of $267,561. The "HRA levy" is an increase of $71 ,000 from 2008 and represents an increase in the new levy amount authorized by State statutes (if the EDA elects to continue levying at 100%). It is important to remember that the EDA's budgeted revenue is combined with the Community Development Departments' other revenue sources (permits and licensing) to make up the total Department budget (2009 projected expenditure of$645,309 with an off-setting revenue of $647,603). The HRA increase is necessary to balance the overall Departments' budget due to a projected $60,000 to $70,000 decrease in building permit fees. RECOMMENDATION: Staffrecommends Adoption of Resolutions 2008-09 and 2008-10 as written. RECOMMENDED MOTION: Move to waive the reading of Resolution 2008-09, there being an ample amount of copies available to the public. Move to Adopt Resolution 2008-09, a Resolution of the Economic Development Authority in and for Columbia Heights (EDA) Adopting the 2009 Budget and Setting the EDA Levy. Move to waive the reading of Resolution 2008-10, there being an ample amount of copies available to the public. Move to Adopt Resolution 2008-10, a Resolution Authorizing the Levy of a Special Benefit Levy pursuant to Minnesota Statutes, Section 469.033, Subdivision 6, and Approval of a Budget for Fiscal Year 2009. / !fae 1Il1ents: eso ulions 0 - am - 0,20 udf!et Documents EDA ACTION: R I 2 OS 09 1200S I 09JJ d G:\Collscnt\EDA Res.2008-09 and 10 EDA Budget and Levy #2 ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR COLUMBIA HEIGHTS EDA RESOLUTION 2008-09 RESOLUTION OF THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR COLUMBIA HEIGHTS (EDA) ADOPTING THE 2009 BUDGET AND SETTING THE EDA LEVY. BE IT RESOLVED By the Columbia Heights Economic Development Authority (EDA) of Columbia Heights, Minnesota as follows: WHEREAS, the Columbia Heights City Council established the Columbia Heights Economic Development Authority January 8,1996 pursuant to Minnesota Statutes 469.090 to 469.1081; and WHEREAS, the City Council has given to the EDA the responsibility for all development and redevelopment projects and programs; and WHEREAS, the EDA is authorized under State Statutes, Section 469.107 to levy a tax on its area of operation for the purposes authorized under State Statues 469.090 to 469.1 081, subject to consent by the City Council. NOW, THEREFORE BE IT RESOLVED BY THE EDA FOR THE CITY OF COLUMBIA HEIGHTS, MINNESOTA THAT: 1. The EDA adopts and recommends to the City Council for approval a budget of $347.561 for year 2009. 2. The EDA adopts and recommends to the City Council for approval a levy of $80.000 for year 2009. The Executive Director is instructed to transmit a copy of this resolution to the City Manager and Finance Director/City Clerk of the City of Columbia Heights, Minnesota. APPROVED THIS_ DAY OF MOTION BY: SECONDED BY: ROLL CALL: AYES: NAYS: ,2008. Attest by: Walter R. Fehst, Executive Director Gary L. Peterson, President COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 2008-10 AUTHORIZING THE LEVY OF A SPECIAL BENEFIT LEVY PURSUANT TO MINNESOTA STATUTES, SECTION 469.033, SUBDIVISION 6 AND APPROVAL OF A BUDGET FOR FISCAL YEAR 2009 WHEREAS, pursuant to Minnesota Statutes, Section 469.090 to 469.1081 ("EDA Act") the City of Columbia Heights ("City") created the Columbia Heights Economic Development Authority (the "EDA"); and WHEREAS, pursuant to City Resolution 2001-62 and Ordinance No. 1442, the City Council granted to the EDA all powers and duties of a housing and redevelopment authority under the provisions of Minnesota Statutes, Sections 469.001 to 469.047 (the "HRA Act"), except certain powers that are allocated to the Housing and Redevelopment Authority in and for the City of Columbia Heights (the "HRA"); and WHEREAS, Section 469.033, Subdivision 6, of the HRA Act permits the EDA and HRA, together, to levy and collect a special benefit levy of up to .0185 percent of taxable market value in the City upon all taxable real property within the City; and WHEREAS, the EDA desires to levy a special benefit levy in the amount of .0185 percent of taxable market value in the City; and WHEREAS, the EDA understands that the HRA does not expect to levy a special benefit tax for fiscal year 2009; and WHEREAS, the EDA has before it for its consideration a copy of a budget for its operations for the fiscal year 2009 and the amount of the levy for collection in 2009 shall be based on this budget. NOW, THEREFORE, Be It Resolved by the Board of Commissioners of the Columbia Heights Economic Development Authority: 1. The budget of $347.561 for the operations of the EDA presented for consideration by the Board of Commissioners of the EDA is hereby in all respects approved. Such budget includes the amount the EDA requests (by separate resolution) to be levied by the City under Minnesota Statutes, Section 469.107, together with the amount to be levied hereunder by the EDA under Minnesota Statutes, Section 469.033, subdivision 6. 2. Staff of the EDA are hereby authorized and directed to file the budget with SJB-236025vl CL205-3 the City in accordance with Minnesota Statutes, Section 469.033, Subdivision 6. 3. There is hereby levied, subject to the approval of the City Council of the City, a special benefit levy pursuant to Minnesota Statutes, Section 469.033, Subdivision 6, in the amount equal to the lesser of a levy at a rate of .0185 percent of taxable market value in City, or $267,561 with respect to taxes payable in calendar year 2009. 4. Staff of the EDA are hereby authorized and directed to seek the approval by resolution of the City Council of the City of the levy of special benefit taxes in 2009 and to take such other actions as are necessary to levy and certify such levy. Motion by: Second by: Attest by: Motion passed this day of ,2008. Gary L. Peterson, President Walter R. Fehst, Executive Director 518-236025v I CL205-3 2 CITY OF COLUMBIA HEIGHTS, MINNESOTA BUDGET 2009 Functional Area of Community Development Budget Narrative Activity Description Protective Inspection 201-42400 Protective Services Include: >Building permitting, plan review and inspection >Liquor, contractor, cigarette, misc. licensing >Land use permitting and code enforcement Community Development Services 201-46310 Community Development Services Include: >Redevelopment >Housing Rehabilitation and Replacement >Economic Development These activities fall under the purview of the Economic Development Authority and City Council. Budget comments forms.xls CITY OF COLUMBIA HEIGHTS, MINNESOTA BUDGET 2009 Functional Area of Community Development Budget Narrative Objectives Protective Services 201-42400 1) Maintain effective and timely building inspections. 2) Staffing of Planning Commission Community Development Services 201-46310 1) Continue in-fill redevelopment efforts 2) Staffing of Economic Development Authority and Housing and Redevelopment Authority 3) Increased emphasis on development of housing programs targeted to increasing neighborhood integrity. Budget comments forms.xls Functional Area of Community Development Budget Narrative Budget Comments Economic Development Authority 204-46314 Line item 31011 was increased by $71,320. This item reflects a 100% HRA Levy and is formulated based on new State Statute provisions (Payable 2008 tax value multiplied by .0185% of a percent versus the previous formula multiplier of .0144% of a percent.) Maximizing the HRA Levy, including keeping the EDA Levy amount (Line item 31010) at the 2008 amount of $80,000, allows a balanced budget. Community Development 201-46310 Line item 32192, Building and Moving Permits illistrats an approximate decrease of $80,000 reflecting anticipated major projects in 2009 including a continued recession in the housing market. Parkview Villa North 203-46330 Line item 5120, Building and Improvement, expenditure of $170,628 reflects the proposed Capital Fund Program work projects. The 2008 budget of $417,156 was disproportionatiy high due to the need of completing fiscai year grant funds for years 2005, 2006, and 2007. Line item 3060, Management Services reflects the new management and operation contract with Common Bond who took over management in February 2008. The total contract amount equals $223,800 and is divided between Parkview Villa North and South. Parkview Villa South 213-46340 Line item 3060, Management Services reflects the new management and operation contract with Common Bond who took over management in February 2008. Budget comments forms.xls City of Columbia Heights 2009 Revenue Budget work sheet Department Proposed 201 COMMUNITY DEVELOPMENT FUND Actual Actual Adopted Department Manager Council 0 REVENUE Revenue Revenue Budget Proposed Proposed Adopted Line Item Descriotion 2006 2007 2008 2009 2009 2009 31010 CURRENT AD VALOREM 31014 AREA WIDE TAX 31020 DELlNQ. AD VALOREM 31910 PENALTIES & INTEREST 32110 LIQUOR, WINE & BEER LICENSE 4,310 4,800 4,600 4,160 32122 FOOD SVC VEHICLES 100 50 50 32161 CONTRACTOR 15,960 14,880 13,000 13,000 32168 OTHER PROFESSIONAL & OCCUP 600 600 600 600 32178 OTHER AMUSEMENT LICENSES 1,740 1,560 1,400 1,400 32181 PLANNING AND ZONING FEES 8,832 2,846 1,500 1,500 32188 OTHER BUSINESS LICENSES 3,080 3,350 1,800 2,100 32191 SPRINKLER PERMIT FEES 10,562 4,572 2,500 4,000 32192 BUILDING & MOVING PERMITS 352,867 223,573 242,270 160,000 32193 ELECTRICAL PERMITS 70 14 50 32194 HEATING PERMITS 36,220 28,655 25,000 25,000 32195 PLUMBING PERMITS 34,825 21,287 22,000 22,000 32197 Res. Insp. Before Sale INSPECTION FEE 7,000 33160 FEDERAL GRANT 33402 PROP. TAX RELIEF-HOMESTEAD 33422 STATE GRANT 33641 OTHER LOCAL GOVERNMENT GRANT 34112 ADMINISTRATIVE FEES 36210 INTEREST ON INVESTMENTS 7,040 2,100 36216 LOAN INTEREST 36217 BUSINESS LOAN INTEREST 36219 CHANGE IN FAIR VALUE (120) 980 36220 GEN. GOVERNMENT RENTS 36230 CONTRIBUTIONS 36260 SURCHARGE RETENTION 860 500 500 36290 OTHER MISC. REVENUE 179 36294 SURCHARGES COLLECTED 564 36400 PRINCIPAL REPAYMENT - LOANS 37222 OTHER SERVICES 39100 SALE OF LAND 39101 GAIN/LOSS FIXED ASSET 39140 OTHER REF. & REIMBURSEMENT 1,909 35,825 35,782 39203 TRANSFER IN FROM GENERAL FND 39224 TRANSFER IN FROM CONTRIBUTN 1,000 39226 TRANSFER IN FROM COMM DEV 39227 TRANSFER IN FROM HRA 39230 TRANSFER IN FROM EDA ADMIN 246,331 317,228 274,863 347,561 TOTALS: REVENUE 726,070 627,354 632,958 647,603 TOTALS: COMMUNITY DEVELOPMENT F' 726,070 627,354 632,958 647,603 GRAND TOTALS: 726,070 627,354 632,958 617,603 City of Columbia Heights 2009 Revenue Budget work sheet Department Proposed 204 ECONOMIC DEVELOPMENT AUTH Actual Actual Adopted Department Manager Council 0 REVENUE Revenue Revenue Budget Proposed Proposed Adopted Line Item Descriotion 2006 2007 2008 2009 2009 2009 31010 CURRENT AD VALOREM 176,929 229,063 78,622 80,000 31011 HRA CURRENT AD VALOREM 196,241 267,561 31014 AREA WIDE TAX 43,368 41,849 31020 DELlNQ. AD VALOREM 2,791 4,530 31800 PAYMENT IN LIEU OF TAXES 412 31910 PENALTIES & INTEREST (21) 298 33160 FEDERAL GRANT 33402 PROP. TAX RELIEF-HOMESTEAD 33407 MARKET VALUE HOMESTEAD CRED 13,113 11,695 33422 STATE GRANT 33641 OTHER LOCAL GOVERNMENT GRANT 34112 ADMINISTRATIVE FEES 36210 INTEREST ON INVESTMENTS 980 36216 LOAN INTEREST 36217 BUSINESS LOAN INTEREST 36219 CHANGE IN FAIR VALUE (20) 36225 NONDWELLlNG RENTS 36230 CONTRIBUTIONS 36400 PRINCIPAL REPAYMENT - LOANS 39140 OTHER REF. & REIMBURSEMENT 39205 TRANSFER IN FROM BONDS 39227 TRANSFER IN FROM HRA TOTALS: REVENUE 237,553 287,436 274,863 347,561 TOTALS: ECONOMIC DEVELOPMENT AU 237,553 287,436 274,863 347,561 GRAND TOTALS: 237,553 287,436 274,863 347,561 City of Columbia Heights 2009 Budget work sheet Department Proposed 201 COMMUNITY DEVELOPMENT FUND Actual Actual Adopted Department Manager Council 46310 COMMUNITY DEVELOPMENT ADMIN Expense Expense Budget Proposed Proposed Adopted Line Item Description 2006 2007 2008 2009 2009 2009 PERSONAL SERVICES 1000 ACCRUED SALARIES 1010 REGULAR EMPLOYEES 164,913 161,771 162,934 174,472 1011 PART-TIME EMPLOYEES 1012 SEASONAL EMPLOYEES 1020 OVERTIME-REGULAR 386 576 1,500 604 1021 OVERTIME-PART-TIME 1030 VACATION & SICK 5,500 5,095 1050 SEVERANCE PAY 212 1070 INTERDEPARTMENTAL LABOR SERV (34,013) (33,943) 1080 INTERDEPARTMENTAL LABOR CR 1210 P.E.R.A. CONTRIBUTION 9,874 10,109 10,583 11,695 1215 DEFERRED COMP CONTRIBUTION 1220 F.I.C.A. CONTRIBUTION 12,923 13,017 12,580 13,393 1225 FLEX BENEFIT FICA 22 1300 INSURANCE 14,651 17,126 16,812 18,528 1400 UNEMPLOYMENT COMPENSATION 1510 WORKERS COMP INSURANCE PREM 887 931 755 855 1700 ALLOCATED FRINGE 1800 INTERDEPARTMENTAL FRINGE CR TOTALS: PERSONAL SERVICES 175,121 174,917 205,164 219,547 SUPPLIES 2000 OFFICE SUPPLIES 1,559 1,460 1,351 1,351 2010 MINOR EQUIPMENT 2,036 975 1,283 1,000 2011 COMPUTER EQUIPMENT 128 1,029 1,000 2020 COMPUTER SUPPLIES 770 533 158 500 2030 PRINTING & PRINTED FORMS 48 356 300 2070 TRAINING & INSTR SUPPLIES 2160 MAINT. & CONSTRUCT MATERIALS 2171 GENERAL SUPPLIES 283 351 453 400 2175 FOOD SUPPLIES 152 180 150 2280 VEHICLE PARTS 2282 GAS, OIL, LUBRICANTS TOTALS: SUPPLIES 4,800 3,675 4,630 4,701 OTHER SERVICES & CHARGES 3041 ATTORNEY FEES-CIVIL PROCESS 3050 EXPERT & PROFESSIONAL SERVo 12,969 18,590 30,000 40,000 3105 TRAINING & EDUC ACTIVITIES 2,761 1,578 3,996 4,000 3120 EDUCATIONAL REIMBURSEMENT 1,500 3210 TELEPHONE & TELEGRAPH 1,445 718 1,485 884 3220 POSTAGE 614 1,110 740 900 3250 OTHER COMMUNICATIONS 32 103 3310 LOCAL TRAVEL EXPENSE 151 79 615 500 3320 OUT OF TOWN TRAVEL EXPENSE 673 699 800 3410 ADVERTISING EMPLOYMENT 3430 ADVERTISING OTHER 3500 LEGAL NOTICE PUBLISHING 41 475 200 3600 INSURANCE & BONDS 6,741 6,741 4,170 4,170 City of Columbia Heights 2009 Budget work sheet Department Proposed 201 COMMUNITY DEVELOPMENT FUND Actual Actual Adopted Department Manager Council 46310 COMMUNITY DEVELOPMENT ADMIN Expense Expense Budget Proposed P reposed Adopted Line Item Descriotion 2006 2007 2008 2009 2009 2009 3810 ELECTRIC 8 3820 WATER 3830 GAS 3840 REFUSE 3850 SEWER 4000 REPAIR & MAl NT. SERVICES 2,502 3,326 3,000 3,316 4050 GARAGE, LABOR BURD. 4100 RENTS & LEASES 35 18 13 4200 PROGRAM ACTIVITIES 4300 MISC. CHARGES 4330 SUBSCRIPTION, MEMBERSHIP 1,164 1,708 1,360 1,800 4342 PROPERTY DAMAGE 4374 EMPLOYEE RECOGNITION 4376 MISCELLANEOUS CIVIC AFFAIRS 4380 COMMISSION & BOARDS 876 750 1,425 1,200 4390 TAXES & LICENSES 975 4395 STATE SALES TAX 4500 ADMINISTRATIVE EXPENSES 4600 LOANS & GRANTS 4700 CREDIT INVESTIGATION 4800 COLLECTION LOSSES TOTALS: OTHER SERVICES & CHARGE 29,971 35,460 48,241 59,283 CAPITAL OUTLAY 5110 LAND 5120 BUILDING & IMPROVEMENT 5170 OFFICE EQUIPMENT TOTALS: CAPITAL OUTLAY OTHER FINANCING USES 7100 OPER. TRANSFER OUT - LABOR 11,494 10,850 11,133 12,194 7200 TRANSFER OUT TO CDBG 7280 TRANSFER OUT TO CAP PROJ 7413 TRANSFER TO CAP IMP DEVELOP (55,000) 8100 CONTINGENCIES 5,695 TOTALS: OTHER FINANCING USES 11,494 (44,150) 16,828 TOTALS: COMMUNITY DEVELOPMENT, 221,386 169,902 274,863 TOTALS: COMMUNITY DEVELOPMENT F' 221,386 169,902 274,863 GRAND TOTALS: 221,386 169,902 274,863 295,725 City of Columbia Heights 2009 Budget work sheet Department Proposed 201 COMMUNITY DEVELOPMENT FUND Actual Actual Adopted Department Manager Council 42400 PROTECTIVE INSPECTION Expense Expense Budget Proposed Proposed Adopted Line Item Descriotion 2006 2007 2008 2009 2009 2009 PERSONAL SERVICES 1000 ACCRUED SALARIES 1010 REGULAR EMPLOYEES 191,317 207,650 210,340 224,961 1011 PART-TIME EMPLOYEES 1012 SEASONAL EMPLOYEES 1020 OVERTIME-REGULAR 1,234 927 500 1,445 1030 VACATION & SICK 4,183 4,011 1050 SEVERANCE PAY 1060 MILEAGE ALLOWANCE 1070 INTERDEPARTMENTAL LABOR SERV 1080 INTERDEPARTMENTAL LABOR CR 1210 P,E.RA CONTRIBUTION 11,483 12,974 13,607 15,169 1220 F,I.CA CONTRIBUTION 14,592 15,918 16,129 17,320 1225 FLEX BENEFIT FICA 237 258 1300 INSURANCE 21,784 25,115 25,668 28,512 1400 UNEMPLOYMENT COMPENSATION 1510 WORKERS COMP INSURANCE PREM 1,313 1,023 1,272 1,450 1700 ALLOCATED FRINGE 1800 INTERDEPARTMENTAL FRINGE CR TOTALS: PERSONAL SERVICES 246,143 267,876 267,516 288,857 SUPPLIES 2000 OFFICE SUPPLIES 610 668 897 900 2010 MINOR EQUIPMENT 2,917 652 5,700 500 2011 COMPUTER EQUIPMENT 1,377 500 300 2020 COMPUTER SUPPLIES 161 238 230 2030 PRINTING & PRINTED FORMS 873 713 1,500 2070 TRAINING & INSTR SUPPLIES 2170 PROGRAM SUPPLIES 2171 GENERAL SUPPLIES 139 328 400 400 2175 FOOD SUPPLIES 44 500 600 2280 VEHICLE REPAIR AND PARTS 1,554 1,293 500 200 2282 GAS, OIL, LUBRICANTS 646 645 519 1,675 TOTALS: SUPPLIES 8,323 3,586 9,967 6,305 OTHER SERVICES & CHARGES 3041 ATTORNEY FEES-CIVIL PROCESS 3045 ATTORNEY FEES-OTHER 2,000 1,000 3050 EXPERT & PROFESSIONAL SERV, 6,206 15,094 5,292 2,000 3105 TRAINING & EDUC ACTIVITIES 4,552 2,023 3,000 2,560 3120 EDUCATIONAL REIMBURSEMENT 508 2,280 1,500 3210 TELEPHONE & TELEGRAPH 737 531 563 705 3211 CELL PHONES 509 668 390 3220 POSTAGE 920 1,095 1,110 1,200 3250 OTHER COMMUNICATIONS 11 720 3310 LOCAL TRAVEL EXPENSE 416 441 300 450 3320 OUT OF TOWN TRAVEL EXPENSE 222 339 350 3500 LEGAL NOTICE PUBLISHING 993 798 1,584 1,000 3600 INSURANCE & BONDS 2,579 2,579 2,270 3,293 3840 REFUSE City of Columbia Heights 2009 Budget work sheet Department Proposed 201 COMMUNITY DEVELOPMENT FUND Actual Actual Adopted Department Manager Council 42400 PROTECTIVE INSPECTION Expense Expense Budget Proposed Proposed Adopted Line Item Description 2006 2007 2008 2009 2009 2009 4000 REPAIR & MAl NT. SERVICES 5,819 5,123 3,920 5,366 4050 GARAGE, LABOR BURD. 510 928 277 200 4100 RENTS & LEASES 1 103 4300 MISC. CHARGES 4310 CREDIT CARD FEES 120 409 400 4330 SUBSCRIPTION, MEMBERSHIP 540 1,220 350 1,190 4380 COMMISSION & BOARDS 200 325 4390 TAXES & LICENSES 15 277 300 4395 STATE SALES TAX 468 4700 CREDIT INVESTIGATION TOTALS: OTHER SERVICES & CHARGE 24,148 32,326 24,143 22,229 CAPITAL OUTLAY 5150 VEHICLES 5170 OFFICE EQUIPMENT 5180 OTHER EQUIPMENT TOTALS: CAPITAL OUTLAY OTHER FINANCING USES 7100 OPER. TRANSFER OUT - LABOR 11,495 10,850 11,134 12,193 7413 TRANSFER TO CAP IMP DEVELOP 191,604 256,867 8100 CONTINGENCIES 9,510 TOTALS: OTHER FINANCING USES 203,099 267,717 20,644 12,193 TOTALS: PROTECTIVE INSPECTION 481,713 571,505 322,270 TOTALS: COMMUNITY DEVELOPMENT F' 481,713 571,505 322,270 GRAND TOTALS: 481,713 571,505 322,270 329,584 City of Columbia Heights 2009 Budget work sheet Department Proposed 204 ECONOMIC DEVELOPMENT AUTH Actual Actual Adopted Department Manager Council 46314 ECONOMIC DEVELOPMENT AUTH Expense Expense Budget Proposed Proposed Adopted Line Item DescrIPtion 2006 2007 2008 2009 2009 2009 PERSONAL SERVICES 1070 INTERDEPARTMENTAL LABOR SERV 1700 ALLOCATED FRINGE TOTALS: PERSONAL SERVICES SUPPLIES 2000 OFFICE SUPPLIES 2010 MINOR EQUIPMENT 2011 COMPUTER EQUIPMENT 2020 COMPUTER SUPPLIES 2030 PRINTING & PRINTED FORMS 2160 MAl NT. & CONSTRUCT MATERIALS 2171 GENERAL SUPPLIES 2175 FOOD SUPPLIES 2280 VEHICLE PARTS TOTALS: SUPPLIES OTHER SERVICES & CHARGES 3041 ATTORNEY FEES-CIVIL PROCESS 3045 ATTORNEY FEES-OTHER 3050 EXPERT & PROFESSIONAL SERVo 3105 TRAINING & EDUC ACTIVITIES 3120 EDUCATIONAL REIMBURSEMENT 3210 TELEPHONE & TELEGRAPH 3220 POSTAGE 3250 OTHER COMMUNICATIONS 3310 LOCAL TRAVEL EXPENSE 3320 OUT OF TOWN TRAVEL EXPENSE 3410 ADVERTISING EMPLOYMENT 3430 ADVERTISING OTHER 3500 LEGAL NOTICE PUBLISHING 3600 INSURANCE & BONDS 3810 ELECTRIC 3820 WATER 3830 GAS 3840 REFUSE 3850 SEWER 4000 REPAIR & MAINT. SERVICES 4050 GARAGE, LABOR BURD. 4100 RENTS & LEASES 4200 PROGRAM ACTIVITIES 4300 MISC. CHARGES 4330 SUBSCRIPTION, MEMBERSHIP 4342 PROPERTY DAMAGE 4374 EMPLOYEE RECOGNITION 4376 MISCELLANEOUS CIVIC AFFAIRS 4380 COMMISSION & BOARDS 4390 TAXES & LICENSES 4395 STATE SALES TAX 4500 ADMINISTRATIVE EXPENSES City of Columbia Heights 2009 Budget work sheet Department Proposed 204 ECONOMIC DEVELOPMENT AUTH Actual Actual Adopted Department Manager Council 46314 ECONOMIC DEVELOPMENT AUTH Expense Expense Budget Proposed Proposed Adopted Line Item Description 2006 2007 2008 2009 2009 2009 4600 LOANS & GRANTS 4700 CREDIT INVESTIGATION 4800 COLLECTION LOSSES TOTALS: OTHER SERVICES & CHARGE CAPITAL OUTLAY 5110 LAND 5120 BUILDING & IMPROVEMENT 5170 OFFICE EQUIPMENT 5180 OTHER EQUIPMENT 5191 ASSETS FOR RESALE TOTALS: CAPITAL OUTLAY OTHER FINANCING USES 7100 OPER. TRANSFER OUT - LABOR 7200 TRANSFER OUT TO CDBG 7410 TRANSFER OUT TO COMM DEVELOP 246,331 317,228 274,863 347,561 7413 TRANSFER TO CAP IMP DEVELOPT 8100 CONTINGENCIES TOTALS: OTHER FINANCING USES 246,331 317,228 274,863 347,561 TOTALS: ECONOMIC DEVELOPMENT A' 246,331 317,228 274,863 347,561 TOTALS: ECONOMIC DEVELOPMENT AU 246,331 317,228 274,863 347,561 GRAND TOTALS: 246,331 317,228 274,863 347,561